DITECH HOLDING Corp (Form: 10-K, Received: 04/16/2018 16:41:10)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-K

(Mark One)



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

For the fiscal year ended December 31, 2017



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

For the transition period from ________ to ________

Commission file number: 001-13417

Ditech Holding Corporation

(Exact name of registrant as specified in its charter)

(Successor Registrant to Walter Investment Management Corp.)



Maryland		13-3950486
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)

1100 Virginia Drive, Suite 100 Fort Washington, PA		19034
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code (844) 714-8603

Securities registered pursuant to Section 12(b) of the Act:



Title of Class		Name of Exchange on Which Registered
Common Stock, $0.01 Par Value per Share		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer ¨		Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)		Smaller reporting company þ
		Emerging growth company ¨

If 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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ

The aggregate market value of the predecessor registrant's stock held by non-affiliates as of June 30, 2017 was approximately $18.9 million , based on the closing sale price of the registrant’s common stock on June 30, 2017. For purposes of this calculation the registrant has considered all Schedule 13G filers as of such date to be non-affiliates.

Indicate by check mark whether the registrant has filed all document and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes þ No ¨

On February 9, 2018 , the predecessor registrant's common stock, par value $0.01 per share, was canceled and the successor registrant issued 4,252,500 shares of Ditech Holding Corporation common stock, par value $0.01 per share. The registrant had 4,252,500 shares of common stock outstanding as of March 23, 2018 .

Documents Incorporated by Reference

Portions of the registrant's definitive Proxy Statement to be filed with the Securities and Exchange Commission under Regulation 14A within 120 days after the end of registrant's fiscal year covered by this Annual Report are incorporated by reference into Part III.

DITECH HOLDING CORPORATION AND SUBSIDIARIES

FORM 10-K

ANNUAL REPORT

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017

INDEX




	PART I
Item 1.	Business	6
Item 1A.	Risk Factors	20
Item 1B.	Unresolved Staff Comments	50
Item 2.	Properties	50
Item 3.	Legal Proceedings	51
Item 4.	Mine Safety Disclosures	53

	PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	54
Item 6.	Selected Financial Data	55
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	55
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	121
Item 8.	Financial Statements and Supplementary Data	124
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	124
Item 9A.	Controls and Procedures	124
Item 9B.	Other Information	127

	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	128
Item 11.	Executive Compensation	128
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	128
Item 13.	Certain Relationships and Related Transactions, and Director Independence	128
Item 14.	Principal Accounting Fees and Services	128

	PART IV
Item 15.	Exhibits, Financial Statement Schedules	129
Item 16.	Form 10-K Summary	129
	Index to Exhibits	130
	Signatures	137

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Certain acronyms and terms used throughout this Form 10-K are defined in the Glossary of Terms located at the end of Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Explanatory Note:

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

Certain statements in this report, including matters discussed under Item 1. Business, Item 3. Legal Proceedings and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and including matters discussed elsewhere in this report, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Statements that are not historical fact are forward-looking statements. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” “targets,” or other similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors, and our actual results, performance or achievements could differ materially from future results, performance or achievements expressed in these forward-looking statements. These forward-looking statements are based on our current beliefs, intentions and expectations. These statements are not guarantees or indicative of future performance, nor should any conclusions be drawn or assumptions be made as to any potential outcome of any strategic review we conduct, including any changes in strategy. Important assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements include, but are not limited to, those factors, risks and uncertainties described below and in more detail in Item 1A. Risk Factors and in our other filings with the SEC.

In particular (but not by way of limitation), the following important factors, risks and uncertainties could affect our future results, performance and achievements and could cause actual results, performance and achievements to differ materially from those expressed in the forward-looking statements:

•

our ability to operate our business in compliance with existing and future laws, rules, regulations and contractual commitments affecting our business, including those relating to the origination and servicing of residential loans, default servicing and foreclosure practices, the management of third-party assets and the insurance industry, and changes to, and/or more stringent enforcement of, such laws, rules, regulations and contracts;


•	scrutiny of our industry by, and potential enforcement actions by, federal and state authorities;


•	the substantial resources (including senior management time and attention) we devote to, and the significant compliance costs we incur in connection with, regulatory compliance and regulatory examinations and inquiries, and any consumer redress, fines, penalties or similar payments we make in connection with resolving such matters;


•	uncertainties relating to interest curtailment obligations and any related financial and litigation exposure (including exposure relating to false claims);


•	potential costs and uncertainties, including the effect on future revenues, associated with and arising from litigation, regulatory investigations and other legal proceedings, and uncertainties relating to the reaction of our key counterparties to the announcement of any such matters;

•

our dependence on U.S. GSEs and agencies (especially Fannie Mae, Freddie Mac and Ginnie Mae) and their residential loan programs and our ability to maintain relationships with, and remain qualified to participate in programs sponsored by, such entities, our ability to satisfy various existing or future GSE, agency and other capital, net worth, liquidity and other financial requirements applicable to our business, and our ability to remain qualified as a GSE and agency approved seller, servicer or component servicer, including the ability to continue to comply with the GSEs’ and agencies' respective residential loan selling and servicing guides;


•	uncertainties relating to the status and future role of GSEs and agencies, and the effects of any changes to the origination and/or servicing requirements of the GSEs, agencies or various regulatory authorities or the servicing compensation structure for mortgage servicers pursuant to programs of GSEs, agencies or various regulatory authorities;

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•	our ability to maintain our loan servicing, loan origination or collection agency licenses, or any other licenses necessary to operate our businesses, or changes to, or our ability to comply with, our licensing requirements;


•	our ability to comply with the terms of the stipulated orders resolving allegations arising from an FTC and CFPB investigation of Ditech Financial and a CFPB investigation of RMS;


•	operational risks inherent in the mortgage servicing and mortgage originations businesses, including our ability to comply with the various contracts to which we are a party, and reputational risks;


•	risks related to the significant amount of senior management turnover and employee reductions recently experienced by us;


•	risks related to our substantial levels of indebtedness, including our ability to comply with covenants contained in our debt agreements or obtain any necessary waivers or amendments, generate sufficient cash to service such indebtedness and refinance such indebtedness on favorable terms, or at all, as well as our ability to incur substantially more debt;


•	our ability to renew advance financing facilities or warehouse facilities on favorable terms, or at all, and maintain adequate borrowing capacity under such facilities;


•	our ability to maintain or grow our residential loan servicing or subservicing business and our mortgage loan originations business;


•	risks related to the concentration of our subservicing portfolio and the ability of our subservicing clients to terminate us as subservicer;


•	our ability to achieve our strategic initiatives, particularly our ability to: increase the mix of our fee-for-service business, including by entering into new subservicing arrangements; improve servicing performance; successfully develop our originations capabilities; and execute and realize planned operational improvements and efficiencies;


•	the success of our business strategy in returning us to sustained profitability;


•	changes in prepayment rates and delinquency rates on the loans we service or subservice;


•	the ability of Fannie Mae, Freddie Mac and Ginnie Mae, as well as our other clients and credit owners, to transfer or otherwise terminate our servicing or subservicing rights, with or without cause;


•	a downgrade of, or other adverse change relating to, or our ability to improve, our servicer ratings or credit ratings;


•	our ability to collect reimbursements for servicing advances and earn and timely receive incentive payments and ancillary fees on our servicing portfolio;


•	our ability to collect indemnification payments and enforce repurchase obligations relating to mortgage loans we purchase from our correspondent clients and our ability to collect in a timely manner indemnification payments relating to servicing rights we purchase from prior servicers;


•	local, regional, national and global economic trends and developments in general, and local, regional and national real estate and residential mortgage market trends in particular, including the volume and pricing of home sales and uncertainty regarding the levels of mortgage originations and prepayments;


•	uncertainty as to the volume of originations activity we can achieve and the effects of the expiration of HARP, which is scheduled to occur on December 31, 2018 , including uncertainty as to the number of "in-the-money" accounts we may be able to refinance and uncertainty as to what type of product or government program will be introduced, if any, to replace HARP;

•

risks associated with the reverse mortgage business, including changes to reverse mortgage programs operated by FHA, HUD or Ginnie Mae, our ability to accurately estimate interest curtailment liabilities, our ability to fund HECM repurchase obligations, our ability to assign repurchased HECM loans to HUD, our ability to fund principal additions on our HECM loans, and our ability to securitize our HECM tails;


•	our ability to realize all anticipated benefits of past, pending or potential future acquisitions or joint venture investments;


•	the effects of competition on our existing and potential future business, including the impact of competitors with greater financial resources and broader scopes of operation;


•	changes in interest rates and the effectiveness of any hedge we may employ against such changes;


•	risks and potential costs associated with technology and cybersecurity, including: the risks of technology failures and of cyber-attacks against us or our vendors; our ability to adequately respond to actual or alleged cyber-attacks; and our ability to implement adequate internal security measures and protect confidential borrower information;

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•	risks and potential costs associated with the implementation of new or more current technology, such as MSP, the use of vendors (including offshore vendors) or the transfer of our servers or other infrastructure to new data center facilities;


•	our ability to comply with evolving and complex accounting rules, many of which involve significant judgment and assumptions;


•	risks related to our deferred tax assets, including the risk of an "ownership change" under Section 382 of the Code;


•	our ability to maintain compliance with the continued listing requirements of the NYSE;


•	our ability to continue as a going concern;


•	uncertainties regarding impairment charges relating to our goodwill or other intangible assets;


•	risks associated with one or more material weaknesses identified in our internal controls over financial reporting, including the timing, expense and effectiveness of our remediation plans;


•	our ability to implement and maintain effective internal controls over financial reporting and disclosure controls and procedures;


•	our ability to manage potential conflicts of interest relating to our relationship with WCO; and

•

risks related to our relationship with Walter Energy and uncertainties arising from or relating to its bankruptcy filings and liquidation proceedings, including potential liability for any taxes, interest and/or penalties owed by the Walter Energy consolidated group for the full or partial tax years during which certain of our former subsidiaries were a part of such consolidated group and certain other tax risks allocated to us in connection with our spin-off from Walter Energy.

All of the above factors, risks and uncertainties are difficult to predict, contain uncertainties that may materially affect actual results and may be beyond our control. New factors, risks and uncertainties emerge from time to time, and it is not possible for our management to predict all such factors, risks and uncertainties.

Although we believe that the assumptions underlying the forward-looking statements (including those relating to our outlook) contained herein are reasonable, any of the assumptions could be inaccurate, and therefore any of these statements included herein may prove to be inaccurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. We make no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made, except as otherwise required under the federal securities laws. If we were in any particular instance to update or correct a forward-looking statement, investors and others should not conclude that we would make additional updates or corrections thereafter except as otherwise required under the federal securities laws.

In addition, this report may contain statements of opinion or belief concerning market conditions and similar matters. In certain instances, those opinions and beliefs could be based upon general observations by members of our management, anecdotal evidence and/or our experience in the conduct of our business, without specific investigation or statistical analyses. Therefore, while such statements reflect our view of the industries and markets in which we are involved, they should not be viewed as reflecting verifiable views and such views may not be shared by all who are involved in those industries or markets.

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PART I

ITEM 1. BUSINESS

The Company

We are an independent servicer and originator of mortgage loans and servicer of reverse mortgage loans. We service a wide array of loans across the credit spectrum for our own portfolio and for GSEs, government agencies, third-party securitization trusts and other credit owners. Through our consumer, correspondent and wholesale lending channels, we originate and purchase residential mortgage loans that we predominantly sell to GSEs and government agencies. We also operate two complementary businesses: asset receivables management and real estate owned property management and disposition. Our goal is to become a partner with our customers; assisting them with the originations process and through the life of their loan, with a highly regarded originations and servicing platform and quality customer service in an open, honest and straightforward manner.

We are a Maryland corporation incorporated in 1997 and operate throughout the U.S. In April 2009, we were spun off from Walter Energy. Since then, we have grown our servicing and originations businesses both organically and through a number of acquisitions. On February 9, 2018 we changed our name to Ditech Holding Corporation.

The terms “Ditech Holding,” the “Company,” “we,” “us” and “our” as used throughout this report refer to Ditech Holding Corporation (successor) and its consolidated subsidiaries after the Effective Date, and/or Walter Investment Management Corp. (predecessor) and its consolidated subsidiaries prior to the Effective Date.

Emergence from Reorganization Proceedings

On the Effective Date, all of our previously existing equity interests, including our predecessor common stock, were canceled. Our obligations under our previously outstanding Convertible Notes and Senior Notes, except to the limited extent set forth in the Prepackaged Plan, were also extinguished. Previously outstanding equity and debt interests were exchanged as follows:


•	Senior Notes were exchanged at a rate of 464.11293167 Second Lien Notes and 0.18564517 shares of Convertible Preferred Stock per $1,000 principal amount of Senior Notes;


•	Convertible Notes were exchanged at a rate of 8.76919841 shares of successor common stock, 14.94011581 Series A Warrants and 11.85465711 Series B Warrants per $1,000 principal amount of Convertible Notes; and


•	shares of common stock were exchanged at a rate of 0.05689208 shares of successor common stock, 0.09692659 Series A Warrants and 0.07690920 Series B Warrants per share of predecessor common stock.

Accordingly, we issued:


•	to the holders of predecessor shares of common stock, an aggregate of 2,126,250 shares of successor common stock, 3,622,500 Series A Warrants and 2,874,375 Series B Warrants;


•	to the holders of Senior Notes claims (as defined in the Prepackaged Plan), $250.0 million aggregate principal amount of our Second Lien Notes and $100 million aggregate initial liquidation preference of Convertible Preferred Stock, convertible into common stock at a ratio of 114.9750 per share of preferred stock; and


•	to the holders of Convertible Notes claims (as defined in the Prepackaged Plan), an aggregate of 2,126,250 shares of successor common stock, 3,622,500 Series A Warrants and 2,874,375 Series B Warrants.

In addition, we authorized and reserved for future issuance:


•	3,193,750 shares of successor common stock for issuance under an equity incentive plan;


•	7,245,000 shares of successor common stock issuable upon the exercise of the Series A Warrants;


•	5,748,750 shares of successor common stock issuable upon the exercise of the Series B Warrants; and


•	11,497,500 shares of successor common stock issuable upon conversion of the preferred stock.

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As of February 12, 2018 , our newly issued common stock commenced trading on the NYSE under the symbol “DHCP.”

Pursuant to the terms of the Prepackaged Plan, we entered into the 2018 Credit Agreement, providing for the 2018 Term Loan in the amount of $1.2 billion . For a period of approximately one year following the Effective Date, we will continue to receive financing through a master repurchase agreement for a maximum committed purchase price of $1.0 billion used principally to fund Ditech Financial’s mortgage loan origination business, and a master repurchase agreement providing for a maximum committed purchase price of $800.0 million used principally to fund RMS’s purchase of home equity conversion mortgage loans and foreclosed real estate from certain securitization pools. We also issued variable funding notes under the DAAT Facility and the DPATII Facility for advances made in connection with certain mortgage loan servicing operations. These facilities have aggregate capacities of $475.0 million and $75.0 million , respectively. In addition to the foregoing facility sub-limits, the DAAT Facility, the DPATII Facility, Ditech Financial’s master repurchase agreement and RMS’s master repurchase agreement are subject, collectively, to a combined maximum outstanding amount of $1.9 billion .

For a more detailed discussion of our emergence, refer to the Emergence from Reorganization Proceedings section under Part II, Item 7. Management’s Discussion and Analysis of Financial Conditions and Analysis.

We believe that we will meet the conditions to qualify under GAAP for fresh start accounting, and accordingly expect to adopt fresh start accounting effective February 10, 2018 . The financial statements for the periods prior to such date do not include the effect of any changes in our capital structure or changes in the fair value of assets and liabilities as a result of fresh start accounting. The actual impact at emergence from reorganization and anticipated fresh start accounting will be reported in our Quarterly Report on Form 10-Q for the first quarter of 2018. See Note 3 to the Consolidated Financial Statements for additional information on fresh start accounting.

Beginning in 2016, we have been pursuing various strategies intended to improve our financial and operating performance. These strategies include shifting our servicing business towards subservicing, reducing our investment in mortgage servicing rights, exiting the reverse mortgage originations business, and implementing various measures designed to result in operating improvements. Further detail on our efforts to improve our financial performance and ensure our compliance with regulatory and contractual obligations can be found under the Strategy section of Part II, Item 7. Management’s Discussion and Analysis of Financial Conditions and Analysis.

Business Segments

We manage our Company in three reportable segments: Servicing; Originations; and Reverse Mortgage. At December 31, 2017 , we serviced 1.7 million residential loans with an unpaid principal balance of $207.9 billion . We originated $15.6 billion in unpaid principal balance of mortgage loan volume in 2017 . A description of the business conducted by each of these segments is provided below.

Servicing

Our Servicing segment performs servicing for our own mortgage loan portfolio, on behalf of third-party credit owners of mortgage loans for a fee and on behalf of third-party owners of MSR for a fee, which we refer to as subservicing. The Servicing segment also operates complementary businesses including asset receivables management that performs collections of post charge-off deficiency balances for third parties and us. In addition, the Servicing segment holds the assets and mortgage-backed debt of the Residual Trusts.

Our servicing and subservicing activities relating to our mortgage loan portfolio involve the management (e.g., calculation, collection and remittance) of mortgage payments, escrow accounts, insurance claims and customer service. For certain accounts, we perform specialty servicing activities utilizing a “high-touch” model to establish and maintain borrower contact and facilitate loss-mitigation strategies in an attempt to keep defaulted borrowers in their homes. Borrower interactions rely on loss mitigation strategies that apply predictive analytics to identify risk factors and severity grades to determine appropriate loss mitigation options and strategies. We assign a single point of contact to accounts experiencing difficulties in order to make collection calls and coordinate loss mitigation efforts. The single point of contact allows us to build one-on-one relationships with our consumers. We generally follow GSE and agency servicing guidelines (as well as other credit-owner guidelines) to implement a standardized loss mitigation process, which may include loan modification programs for borrowers experiencing temporary hardships. Our loan modification offerings include short-term interest rate reductions and/or payment deferrals and, until recently, also included loan modifications through HAMP, a federally sponsored loan modification program established to assist eligible home owners with loan modifications on their home mortgage debt. When loan modification and other efforts are unable to cure a default, we pursue alternative property resolutions prior to pursuing foreclosure, including short sales (in which the borrower agrees to sell the property for less than the loan balance and the difference is forgiven) and deeds-in-lieu of foreclosure (in which the borrower agrees to convey the property deed outside of foreclosure proceedings).

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With respect to mortgage loans for which we own the MSR, we perform mortgage servicing primarily in accordance with Fannie Mae, Freddie Mac and Ginnie Mae servicing guidelines, as applicable. In 2017 , we earned approximately 37% , 8% and 12% of our total revenues from servicing Fannie Mae, Freddie Mac and Ginnie Mae residential loans, respectively. Under our numerous master servicing agreements and subservicing contracts, we agree to service loans in accordance with servicing standards that the credit owners and/or subservicing clients may change from time to time. These agreements and contracts can typically be terminated by the counterparties thereto, with or without cause. Refer to Item 1A. Risk Factors for a discussion of certain risks relating to our master servicing agreements and subservicing contracts.

We have acquired servicing rights in bulk transactions, pursuant to co-issue arrangements and in connection with business acquisitions, and by retaining servicing rights relating to mortgage loans we originate. As the owner of servicing rights, we act on behalf of loan owners and have the contractual right to receive a stream of cash flows (expressed as a percentage of unpaid principal balance) in exchange for performing specified servicing functions and temporarily advancing funds to meet contractual payment requirements for loan owners and to pay taxes, insurance and foreclosure costs on delinquent or defaulted mortgages. As a subservicer, we earn a contractual fee on a per-loan basis and we are reimbursed for servicing advances we make on delinquent or defaulted mortgages, generally in the following month. We can earn incentive fees based on the performance of certain loan pools serviced by us and also have the ability, under certain circumstances, to earn modification fees and other program-specific incentives, and ancillary fees, such as late fees. Our specialty servicing fees typically include a base servicing fee and activity-based fees for the successful completion of default-related services.

The value of a servicing right asset is based on the present value of the stream of expected servicing-related cash flows from a loan and is largely dependent on market interest rates, prepayment speeds and delinquency performance. Generally, a rising interest rate environment drives a decline in prepayment speeds and thus increases the value of servicing rights, while a declining interest rate environment drives increases in prepayment speeds and thus reduces the value of servicing rights.

Our Servicing segment procured voluntary insurance for residential loan borrowers, lender-placed hazard insurance for residential loan borrowers and credit owners and other ancillary products through our principal insurance agency until the sale of such agency and substantially all of our insurance agency business on February 1, 2017. This agency earned commissions on insurance sales, and commissions were earned on lender-placed insurance in certain circumstances and if permitted under applicable laws and regulations. Mortgage loans require borrowers to maintain insurance coverage to protect the collateral securing the loan. To the extent a borrower fails to maintain the necessary coverage, we are generally contractually required to add the borrower’s property to our own hazard insurance policy and charge the borrower his/her allocated premium amount. Though we are licensed nationwide to sell insurance products on behalf of third-party insurance carriers, we neither underwrote insurance policies nor adjudicated claims.

Insurance revenues were historically aligned with the size of our servicing portfolio. However, due to Fannie Mae and Freddie Mac restrictions that became effective on June 1, 2014, as well as other regulatory and litigation developments with respect to lender-placed insurance, our insurance commissions related to lender-placed insurance policies began to decrease materially beginning in 2014. On February 1, 2017, we completed the sale of our principal insurance agency and substantially all of our insurance agency business. As a result of this sale, we no longer receive any insurance commissions on lender-placed insurance policies. Commencing February 1, 2017, another insurance agency owned by us (and retained by us following the aforementioned sale) began to provide insurance marketing services to third-party insurance agencies and carriers with respect to voluntary insurance policies, including hazard insurance. This insurance agency receives premium-based commissions for its insurance marketing services.

Our Servicing segment performs collections of post charge-off or foreclosure deficiency balances for itself and on behalf of third-party securitization trusts and other asset owners. The third-party fee we earn is based on a percentage of our collections or a percentage of the unpaid principal balance. We recognize revenues associated with our on-balance sheet charged-off loan portfolio through its change in fair value.

Subservicing

As of December 31, 2017 , we were the subservicer for approximately 0.7 million accounts with an unpaid principal loan balance of approximately $102.7 billion . These subserviced accounts represented approximately 49% of our total servicing portfolio based on unpaid principal loan balance at that date. Our largest subservicing customer, NRM, represented approximately 69% of our total subservicing portfolio based on unpaid principal loan balance on December 31, 2017 . Our next largest subservicing customer represented approximately 21% of our total subservicing portfolio based on unpaid principal loan balance on December 31, 2017 .

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The subservicing contracts pursuant to which we are retained to subservice mortgage loans generally provide that our customer, the owner of the MSR that we subservice on behalf of, can terminate us as subservicer with or without cause, and each such contract has unique terms establishing the fees we will be paid for our work under the contract or upon the termination of the contract, if any, and the standards of performance we are required to meet in servicing the relevant mortgage loans, such that the profitability of our subservicing activity may vary among different contracts. We believe that our subservicing customers consider various factors from time to time in determining whether to retain or change subservicers, including the financial strength and servicer ratings of the subservicer, the subservicer's record of compliance with regulatory and contractual obligations (including any enhanced, "high touch" processes required by the contract) and the success of the subservicer in limiting the delinquency rate of the relevant portfolio. The termination of one or more of our subservicing contracts could have a material adverse effect on us, including on our business, financial condition, liquidity and results of operations. Refer to Item 1A. Risk Factors for a discussion of certain additional risks and uncertainties relating to our subservicing contracts.

In April 2017, during discussions with a subservicing counterparty regarding our business relationship and our review of our portfolios, this counterparty indicated it was exploring alternatives for certain portfolios we subserviced for such counterparty. At this counterparty's request, we transferred subservicing on mortgage loans with an unpaid principal balance of approximately $7.1 billion to other subservicers or counterparties during 2017.

Originations

Our Originations segment originates and purchases mortgage loans through the following channels:


•	consumer originations, which is comprised of:


◦	consumer retention - originates mortgage loans primarily through the use of a centralized call center that utilizes leads generated through solicitations of consumers in our existing servicing portfolio and through referrals from our servicing call centers; and


◦	consumer direct - originates mortgage loans primarily through the use of a centralized call center that utilizes origination leads generated through direct mail, internet, telephone and general advertising campaign solicitations of consumers, some of whom who are not currently in our existing servicing portfolio;


•	correspondent lending - purchases closed mortgage loans from a network of lenders in the marketplace; and


•	wholesale lending - originates mortgage loans through a network of approved brokers.

Beginning in 2016, we combined our consumer retention and consumer direct call centers to pursue a more streamlined consumer lending process. In January 2016, we exited activities associated with our consumer retail channel, which originated mortgage loans through loan officers. Our consumer retail channel originated $14.9 million in mortgage loans during the year ended December 31, 2016. During the third quarter of 2016, we re-entered the wholesale channel in an effort to expand our customer base, after we had initially exited the wholesale channel in the first quarter of 2014.

Our consumer originations operations offer a range of home purchase and refinance mortgage loan options, including fixed and adjustable rate conventional conforming, Ginnie Mae, FHA, VA, USDA and jumbo products. A conventional conforming loan is a mortgage loan that conforms to GSE guidelines, which include, but are not limited to, limits on loan amount, loan-to-value ratios, debt-to-income ratios, and minimum credit scores. Our product offerings include special financing programs such as HARP, which has expanded loan-to-value limits for qualified applicants as compared to conventional conforming loans. The mortgage loans we fund are generally eligible for sale to GSEs or insured by government agencies.

We underwrite the mortgage loans we originate generally to secondary market standards, including the standards set by Fannie Mae, Freddie Mac, Ginnie Mae, the FHA, the USDA, the VA, and jumbo loan investor programs. Loans are reviewed by our underwriters in an attempt to ensure each mortgage loan is documented according to, and its terms comply with, the applicable secondary market standard. Our underwriters determine loan eligibility based on specific loan product requirements, such as loan-to-value, FICO, or maximum loan amount. Third-party diligence tools are utilized by our underwriters to validate data supplied by the potential borrower and to uncover potential discrepancies. We conduct audits on our underwriters to confirm proper adherence to our internal guidelines and polices, which audits are in addition to our standard quality control review. These audits are designed to provide an additional layer of internal review in an attempt to further mitigate quality defects and repurchase risk in the originations process.

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Within our correspondent lending channel, we generally purchase the same types of loans that we originate in our consumer originations channel, although the mix varies among these channels. Correspondent lenders with which we do business agree to comply with our client guide, which sets forth the terms and conditions for selling loans to us and generally governs the business relationship. We monitor and attempt to mitigate counterparty risk related to loans that we acquire through our correspondent lending channel by conducting quality control reviews of correspondent lenders, reviewing compliance by correspondent lenders with applicable underwriting standards and our client guide, and evaluating the credit worthiness of correspondent lenders on a periodic basis. In 2017 , our correspondent lending channel purchased loans from 488 lenders in the marketplace, of which 39 were associated with approximately half of our purchases.

Within our wholesale lending channel, we originate loans through mortgage brokers. Loans sourced by mortgage brokers are underwritten and funded by us and generally close in our name. Through the wholesale channel, we generally originate the same types of loans that we originate in our consumer originations channel, although the mix varies among these channels. We underwrite and process all loan applications submitted by the mortgage brokers in a manner consistent with that described above for the consumer originations channel. Mortgage brokers with whom we do business agree to comply with our client guide, which sets forth the terms and conditions for brokering loans to us and generally governs the business relationship. We monitor and attempt to mitigate counterparty risk related to loans that we originate through our wholesale lending channel by conducting quality control reviews of mortgage brokers, reviewing compliance by brokers with applicable underwriting standards and our client guide, and evaluating the credit worthiness of brokers on a periodic basis.

Our capital markets group is responsible for pricing loans and managing the interest rate risk through the time a loan is sold to third parties and managing the risk (which we call the “pull-through risk”) that loans we have locked will not be closed and funded in an attempt to maximize loan sale profitability through our various originations channels. The capital markets group uses models and hedging analysis in an attempt to maximize profitability while minimizing the risks inherent in the originations business.

In 2017 , the mix of mortgage loans originated by our Originations segment, based on unpaid principal balance, consisted of (i) 50% Fannie Mae conventional conforming loans, (ii) 41% Ginnie Mae loans and (iii) 9% Freddie Mac conventional conforming loans.

Our Originations segment revenue, which is primarily net gains on sales of loans, is impacted by interest rates and the volume of loans locked. The margins earned by our Originations segment are impacted by our cost to originate the loans including underwriting, fulfillment and lead costs. We have historically sold our originated and purchased mortgage loans to third parties while retaining the servicing rights. During 2017, our strategy shifted from retaining servicing rights to subservicing as part of our initiative to generate liquidity and reduce our debt. Going forward, we expect to sell servicing rights to third parties on a more selective basis while continuing to grow our subservicing business with third-party servicing rights owners.

Reverse Mortgage

Our Reverse Mortgage segment primarily focuses on the servicing of reverse loans. Effective January 2017, we exited the reverse mortgage originations business. As of December 31, 2017, we did not have any reverse loans remaining in the originations pipeline and have finalized the shutdown of the reverse mortgage originations business. We will continue to fund undrawn amounts available to borrowers under their loans and, from time to time, securitize these amounts.

As a prior originator of reverse mortgages, this segment received cash proceeds at the time reverse loans were securitized and continues to receive cash proceeds at the time tails are securitized. We securitized substantially all our reverse loans and continue to securitize tails through the Ginnie Mae II MBS program into HMBS. Based upon the structure of the Ginnie Mae II MBS program, we determined that these securitizations do not meet all of the requirements for sale accounting, and as such, we account for these transfers as secured borrowings. Under this accounting treatment, the reverse loans remain on our consolidated balance sheets as residential loans. The segment earns net revenue on the net fair value gains on reverse loans and the related HMBS obligations.

This segment also performs subservicing for third-party credit owners of reverse loans, similar to our Servicing segment, and provides other complementary services for the reverse mortgage market, such as real estate owned property management and disposition, for a fee.

We have been evaluating options for our reverse mortgage business, including the possibility of selling some or all of its assets or pursuing alternative solutions for the business in collaboration with other parties. We cannot be certain whether or on what terms we will be able to consummate any transaction involving our reverse mortgage business or whether any such transaction would reduce our expected reverse mortgage losses. As of December 31, 2017, the net carrying value of our Reverse Mortgage segment securitized loan book was a net liability of approximately $84.2 million.

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Other

As of December 31, 2017, our Other non-reportable segment holds the assets and liabilities of the Non-Residual Trusts and corporate debt.

Competition

We compete with a great number of institutions in the mortgage banking market for both the servicing and originations businesses as well as in our reverse mortgage servicing and complementary businesses. In the servicing area, we compete with other servicers to acquire MSR and for the right to subservice mortgages for others. Competitive factors in the servicing business include: a servicer’s scale of operations and financial strength; a servicer’s access to capital to fund acquisitions of MSR; a servicer’s ability to meet contractual and regulatory obligations and to achieve favorable performance (e.g., in default management activity) relative to other servicers; a servicer’s ability to provide a favorable experience for the borrower; a servicer's ability to recapture borrowers as they refinance; and a servicer’s cost to service or subservice.

In the mortgage originations area, we compete to refinance or provide new mortgages to borrowers whose mortgages are in our existing servicing portfolio. In this area, the price and variety of our mortgage products are important factors of competition, as is the reputation of our servicing business and the quality of the experience the borrower may have had with our servicing business. Since mid-2015, our loan origination and servicing businesses have operated under a single “Ditech” brand. We also compete, principally on the basis of price and process efficiency, to acquire mortgages from correspondent lenders. In the future, as we attempt to grow the amount of purchase money (i.e., non-refinance) mortgages we originate, we expect we will also increasingly compete on the basis of brand awareness.

Across our servicing and originations businesses, technology is an important competitive factor. In particular, we believe it will be increasingly important to enable servicing and originations customers to access our services through our website and mobile devices. We face numerous competitors with greater financial resources, human resources and technology resources than ours, and there can be no assurance that we will be able to compete successfully.

Technology

Our businesses employ technology by using third-party systems where standardization and time to market is key and proprietary systems where functionality and flexibility are critical to regulatory compliance, customer experience and credit performance. The majority of our proprietary systems are supported by a team of information technology professionals who seek to protect our systems and ensure they are effective. In-house developed proprietary systems are leveraged for customer service, default management and reverse mortgage servicing.

On October 27, 2014, we signed a long-term Loan Servicing Agreement with Black Knight Financial Services, LLC for the use of MSP, a mortgage and consumer loan servicing platform. We also use our own proprietary systems for collections, customer service and default management. During the second quarter of 2016, we transitioned approximately 1.4 million loans, or greater than 60% of our mortgage loan servicing portfolio, to MSP, and now have greater than 80% of our mortgage loan servicing portfolio on MSP. Our private label loans, manufactured housing loans and second lien mortgage loans continue to be serviced on our proprietary systems.

Subsidiaries

For a listing of our subsidiaries, refer to Exhibit 21 of this Annual Report on Form 10-K.

Employees

We have recently undergone several changes in our senior leadership. Effective February 20, 2018, Jeffrey P. Baker commenced service as our Interim Chief Executive Officer and President, succeeding Anthony N. Renzi. Mr. Baker also continues to serve as President of RMS, but no longer serves as our Chief Operations Officer. We have engaged an executive search firm to assist us with the process of identifying internal and external candidates to serve as permanent Chief Executive Officer and President. On February 1, 2018, Gerald A. Lombardo joined the Company and, effective February 9, 2018, succeeded Gary Tillett as Chief Financial Officer.

We employed approximately 3,800 full-time equivalent employees at December 31, 2017 as compared to approximately 4,900 at December 31, 2016 , all of whom were located in the U.S. The decline in full-time equivalent employees was due primarily to distinct actions we took in 2017 in connection with our continued efforts to enhance efficiencies and streamline processes within the organization, which included various organizational changes to scale our leadership team and support functions to further align with our business needs. We believe we have been successful in our efforts to recruit and retain qualified employees. However, we experience significant turnover with respect to certain of our roles, and therefore maintain active and continuous new employee recruiting and training programs. None of our employees is a party to any collective bargaining agreements.

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We outsource certain support functions that support our loan originations and servicing groups to third-party vendors located in the U.S. and offshore locations in an effort to improve efficiency and reduce cost. These support functions include loan set-up, escrow account set-up, default set-up, foreclosure monitoring, claims filing, post-close audits, indexing and imaging. When we outsource a function, we retain a third-party vendor to perform such function as opposed to having our employees perform such function. We have increased the number of functions we outsource, as well as our use of offshore vendors generally, especially with respect to certain of our technology functions, and we expect to outsource additional back-office and other functions in the future both domestically and abroad.

Transactions with NRM

NRM Flow and Bulk Agreement

On August 8, 2016, our subsidiary, Ditech Financial, and NRM executed the NRM Flow and Bulk Agreement whereby we agreed to sell to NRM all of our right, title and interest in mortgage servicing rights with respect to a pool of mortgage loans, with subservicing retained. The NRM Flow and Bulk Agreement provides that, from time to time, we may sell additional MSR to NRM in bulk or as originated or acquired on a flow basis, subject in each case to the parties agreeing on price and certain other terms.

On January 17, 2018, we agreed to sell to NRM MSR relating to mortgage loans having an aggregate unpaid principal balance of approximately $11.3 billion as of such sale date, with subservicing retained, and we received approximately $90.4 million in cash proceeds from NRM as partial consideration for this MSR sale. We used 80% of such cash proceeds to repay borrowings under the 2013 Credit Agreement and used the remaining cash proceeds for general corporate purposes. Since entering into the NRM Flow and Bulk Agreement and through January 17, 2018, in various bulk transactions under the NRM Flow and Bulk Agreement, we have sold NRM MSR relating to mortgage loans having an aggregate unpaid principal balance of $71.1 billion as of the applicable closing dates of such transactions, in each case with subservicing retained. As of January 17, 2018, we had received $340.4 million in cash proceeds relating to such sales, which proceeds do not include certain holdback amounts relating to such sales that we expect to be paid to us over time. For the year ended December 31, 2017, we received $39.9 million in cash proceeds relating to these holdback amounts and at December 31, 2017 and 2016 had a servicing rights holdback receivable from NRM of $31.3 million and $71.3 million , respectively, which is recorded in receivables, net on the consolidated balance sheets.

In addition, during the fourth quarter of 2016, the Company began to sell to NRM, on a flow basis and with subservicing retained, MSR relating to certain mortgage loans that it originates. During 2017 and 2016, the Company sold MSR relating to mortgage loans with an aggregate unpaid principal balance of $7.6 billion and $1.4 billion , respectively, to NRM, which included co-issue loans sold with an aggregate unpaid principal balance of $6.4 billion and $0.2 billion , respectively. These transfers generated revenues of $61.8 million and $12.9 million for the years ended December 31, 2017 and 2016, respectively, which are recorded in net gains on sales of loans on the consolidated statements of comprehensive loss.

NRM also acquired substantially all of WCO’s MSR portfolio in the fourth quarter of 2016, which consisted of MSR relating to mortgage loans having an aggregate unpaid principal balance of $9.8 billion as of the applicable closing dates, which was serviced by us and included $4.8 billion related to MSR that we previously accounted for as secured borrowings. We subservice these MSR under the NRM Subservicing Agreement.

The initial term of the NRM Flow and Bulk Agreement will expire on August 8, 2019 and shall be renewed for successive one-year terms thereafter unless either party provides written notice to the other party of its election not to renew. Each party to the NRM Flow and Bulk Agreement also has termination rights upon the occurrence of certain events and NRM can terminate this agreement at any time with a notice of 30 days. In connection with our entry into the NRM Flow and Bulk Agreement, we entered into a performance and payment guaranty whereby Ditech Holding guarantees performance of all obligations and all payments required by Ditech Financial under the NRM Flow and Bulk Agreement.

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NRM Subservicing Agreement

On August 8, 2016, we entered into the NRM Subservicing Agreement with NRM whereby we act as subservicer for the mortgage loans whose MSR we sold to NRM under the NRM Flow and Bulk Agreement and for other mortgage loans as may be agreed upon by us and NRM from time to time, in exchange for a subservicing fee. Under the NRM Subservicing Agreement and a related agreement, we perform all daily servicing obligations on behalf of NRM with respect to the MSR that are serviced by us pursuant to the terms of the NRM Subservicing Agreement, including collecting payments from borrowers and offering refinancing options to borrowers for purposes of minimizing portfolio runoff. On January 17, 2018 Ditech Financial and NRM executed a Side Letter Agreement pursuant to which, among other things, certain provisions of the NRM Subservicing Agreement were amended and/or waived.

With respect to Ditech Financial, for mortgage loans that were being subserviced by Ditech Financial under the NRM Subservicing Agreement prior to January 17, 2018, and for any additional mortgage loans that Ditech Financial may subservice under the NRM Subservicing Agreement that are added to such agreement after such date (other than (i) mortgage loans relating to MSR sold to NRM by Ditech Financial in a bulk sale agreed to by the parties on January 17, 2018 and (ii) mortgage loans relating to MSR sold to NRM by Ditech Financial on a flow basis under the NRM Flow and Bulk Agreement after such date), the initial term of the NRM Subservicing Agreement expired on August 8, 2017 and was automatically renewed for a successive one-year term, and will further be automatically renewed for successive one-year terms thereafter, unless we elect to terminate the NRM Subservicing Agreement without cause at the end of any subsequent one-year renewal term by providing notice to NRM at least 120 days prior to the end of the applicable term. With respect to Ditech Financial, for mortgage loans relating to MSR sold to NRM by Ditech Financial in a bulk MSR sale agreed to by the parties on January 17, 2018 and mortgage loans relating to MSR sold to NRM by Ditech Financial on a flow basis under the NRM Flow and Bulk Agreement after such date, the initial term of the NRM Subservicing Agreement shall expire on January 17, 2019 (with respect to the aforementioned bulk MSR sale) or, with respect to each flow MSR assignment agreement executed by the parties after such date in connection with any flow MSR sales by Ditech Financial to NRM after such date, if any, the first anniversary of the first day of the calendar quarter following the calendar quarter during which such flow MSR assignment agreement was executed, and in each case will automatically renew for successive one-year terms thereafter unless we elect to terminate the NRM Subservicing Agreement without cause at the end of any such one-year term by providing notice to NRM at least 120 days prior to the end of the applicable term. If we elect to terminate the NRM Subservicing Agreement without cause, we will not be entitled to receive any deconversion fee, will be responsible for certain servicing transfer costs and will owe NRM a transfer fee if such termination occurs within five years from the effective date of the agreement. We may also terminate the NRM Subservicing Agreement immediately for cause upon the occurrence of certain events, including, without limitation, any failure by NRM to remit payments (subject to a cure period), certain bankruptcy or insolvency events of NRM, NRM ceasing to be an approved servicer in good standing with Fannie Mae or Freddie Mac (unless caused by us) and any failure by NRM to perform, in any material respect, its obligations under the agreement (subject to a cure period). Upon any termination of the NRM Subservicing Agreement by us for cause, NRM will owe us a deconversion fee and be responsible for certain servicing transfer costs.

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With respect to NRM, for mortgage loans that were being subserviced by Ditech Financial under the NRM Subservicing Agreement prior to January 17, 2018, and for any additional mortgage loans that Ditech Financial may subservice under the NRM Subservicing Agreement that are added to such agreement after such date (other than (i) mortgage loans relating to MSR sold to NRM by Ditech Financial in a bulk sale agreed to by the parties on January 17, 2018 and (ii) mortgage loans relating to MSR sold to NRM by Ditech Financial on a flow basis under the NRM Flow and Bulk Agreement after such date), the initial term of the NRM Subservicing Agreement expired on August 8, 2017 and thereafter the agreement automatically terminates with respect to such mortgage loans, unless renewed by NRM on a monthly basis. Since the expiration of the initial term, NRM has renewed the NRM Subservicing Agreement each month thereafter. In the case of mortgage loans relating to MSR sold to NRM by Ditech Financial in a bulk MSR sale agreed to by the parties on January 17, 2018 and mortgage loans relating to MSR sold to NRM by Ditech Financial on a flow basis under the NRM Flow and Bulk Agreement after such date, the initial term of the NRM Subservicing Agreement shall expire on January 17, 2019 (with respect to the aforementioned bulk MSR sale) or, with respect to each flow MSR assignment agreement executed by the parties after such date in connection with any flow MSR sales by Ditech Financial to NRM after such date, if any, the first anniversary of the first day of the calendar quarter following the calendar quarter during which such flow MSR assignment agreement was executed, and following the applicable initial term the agreement automatically terminates with respect to the applicable mortgage loans unless renewed by NRM on a quarterly basis. If NRM fails to renew the agreement, it will owe us a deconversion fee. In addition, if NRM elects to terminate the NRM Subservicing Agreement without cause, it will owe us a deconversion fee and be responsible for certain servicing transfer costs. NRM may also terminate the NRM Subservicing Agreement immediately for cause upon the occurrence of certain events, including, without limitation, our failure to remit payments (subject to a cure period), our failure to provide reports to NRM (subject to a cure period), a change of control of Ditech Financial or Ditech Holding, our failure to satisfy certain portfolio performance measures relating to delinquency rates or advances, our ceasing to be an approved servicer in good standing with Fannie Mae or Freddie Mac, any failure by Ditech Financial or Ditech Holding to satisfy certain financial metrics, certain bankruptcy or insolvency events of Ditech Financial or Ditech Holding and any failure by us to perform, in any material respect, our obligations under the agreement (subject to a cure period). Because certain of these events have already occurred, NRM has the ability to terminate the NRM Subservicing Agreement immediately for cause with respect to mortgage loans that were being subserviced by Ditech Financial under the NRM Subservicing Agreement prior to January 17, 2018, and for any additional mortgage loans that Ditech Financial may subservice under the NRM Subservicing Agreement that are added to such agreement after such date (other than (i) mortgage loans relating to MSR sold to NRM by Ditech Financial in a bulk sale agreed to by the parties on January 17, 2018 and (ii) mortgage loans relating to MSR sold to NRM by Ditech Financial on a flow basis under the NRM Flow and Bulk Agreement after such date), but has not terminated such agreement with respect to any such mortgage loans. Pursuant to the January 17, 2018 Side Letter Agreement Ditech Financial entered into with NRM, NRM agreed to, among other things, waive its right to terminate the Subservicing Agreement for cause due to the occurrence of certain of these events with respect to mortgage loans relating to MSR sold to NRM by Ditech Financial in a bulk sale agreed to by the parties on January 17, 2018 and mortgage loans relating to MSR sold to NRM by Ditech Financial on a flow basis under the NRM Flow and Bulk Agreement after such date. Upon any termination of the NRM Subservicing Agreement by NRM for cause, we will not be entitled to receive any deconversion fee, will be responsible for certain servicing transfer costs and will owe NRM a transfer fee if such termination occurs within five years from the effective date of the agreement.

Walter Capital Opportunity LLC

In 2014, we established WCO, a company formed to invest in mortgage-related assets, including MSR and excess servicing spread related to MSR. We own approximately 10% of WCO; third-party investors own the remainder of WCO. Beginning in 2014 and continuing through 2016, WCO, in various transactions, acquired MSR, excess servicing spread and other mortgage-related assets in transactions with us and other market participants. From 2014 through 2016, we served as investment manager for WCO pursuant to a management agreement.

In November 2016, WCO entered into a series of agreements whereby it agreed to sell substantially all of its assets, which included the sale of substantially all of its MSR portfolio, to NRM. In connection with the December 2016 closing of the transactions relating thereto, WCO commenced liquidation activities and is currently projecting it will wind down its operations in the fourth quarter of 2018. During the third quarter of 2017, we and WCO terminated the management agreement and entered into a services agreement, under which we currently provide non-investment advisory and administrative services to WCO. We received $11.5 million in distributions from our equity investment in WCO during 2017, which are included in other investing activities in the consolidated statements of cash flows.

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Rights Agreement

We had previously adopted the Rights Agreement, dated as of June 29, 2015, and subsequently amended and restated on November 11, 2016 and further amended on November 9, 2017 and February 9, 2018, which provided that if any person or group of persons, excluding certain exempted persons, acquired 4.99% or more of the outstanding common stock of Walter Investment Management Corp. or any other interest that would be treated as “stock” for the purposes of Section 382, there would be a triggering event potentially resulting in significant dilution in the voting power and economic ownership of such acquiring person or group. The Rights Agreement was intended to help protect our “built-in tax losses” and certain other tax benefits by acting as a deterrent to any person or group of persons acting in concert from becoming or obtaining the right to become the beneficial owner (including through constructive ownership of securities owned by others) of 4.99% or more of the shares of our common stock. The Rights Agreement was scheduled to expire on November 11, 2018 or upon the earlier occurrence of certain events, subject to extension by the Board of Directors or exchange of rights by us.

On the Effective Date, we entered into Amendment No. 2 to the Rights Agreement with Computershare that accelerated the scheduled expiration date of the Rights (as defined in the Rights Agreement) to the Effective Date. The Rights issued pursuant to the Rights Agreement, which were also canceled by operation of the Prepackaged Plan, have expired and are no longer outstanding, and the Rights Agreement has terminated.

In connection with the adoption of our Rights Agreement, we filed Articles Supplementary with the State Department of Assessments and Taxation of Maryland, setting forth the rights, powers, and preferences of our junior participating preferred stock issuable upon exercise of the rights. The cancellation of all existing equity interests by operation of the Prepackaged Plan included the cancellation of any rights issued under the Rights Agreement. In addition, on the Effective Date, we filed Articles of Amendment with the State Department of Assessments and Taxation of Maryland, which among other things, served to eliminate our junior participating preferred stock. Our Articles of Amendment and Restatement, adopted on the Effective Date, include transfer restriction provisions intended to protect the tax benefits described above. Our Articles of Amendment and Restatement, adopted on the Effective Date, include certain restrictions on the transfer of our securities intended to preserve the value of our tax attributes, by minimizing the likelihood of an “ownership change” under applicable tax rules. Subject to certain exceptions, the Articles of Amendment and Restatement generally will restrict (i) any transfer that would result in a person or entity accumulating 4.75% or more of our common shares (assuming for the purpose of calculating the 4.75% that all outstanding shares of Convertible Preferred Stock have fully converted) or 4.75% or more of the outstanding shares of our Convertible Preferred Stock (on a separate class basis), (ii) any transfer as to any person or entity that already owns shares at or above such 4.75% threshold, such person or entity acquiring additional stock of our securities and (iii) under limited circumstances described in the Articles of Amendment and Restatement, a transfer by a person or entity that owns shares at or above such 4.75% threshold from disposing of all or part of such stock.

The Articles of Amendment and Restatement exempt from the restrictions (i) any transfer approved in writing (prior to the date of the transfer) by the Board of Directors, (ii) a tender or exchange offer by us to purchase our securities, a purchase program effected by us on the open market or certain other redemptions of our securities, (iii) a conversion, pursuant to its terms, of Convertible Preferred Stock, and (iv) certain transfers by a person or entity that received as part of our Restructuring and owns 4.75% or more of our Convertible Preferred Stock.

The procedure for approval of a transfer by the Board of Directors, as well as the other details and elements of these restrictions, are set forth in the Articles of Amendment and Restatement.

Laws and Regulations

Our business is subject to extensive regulation by federal, state and local authorities, including the CFPB, HUD, VA, the SEC and various state agencies that license, audit and conduct examinations of our mortgage servicing and mortgage originations businesses. We are also subject to a variety of regulatory and contractual obligations imposed by credit owners, investors, insurers and guarantors of the mortgages we originate and service, including, but not limited to, Fannie Mae, Freddie Mac, Ginnie Mae, FHFA, USDA and the VA/FHA. Furthermore, our industry has been under scrutiny by federal and state regulators over the past several years, and we expect this scrutiny to continue. Laws, rules, regulations and practices that have been in place for many years may be changed, and new laws, rules, regulations and administrative guidance have been, and may continue to be, introduced in order to address real and perceived problems in our industry. We expect to incur ongoing operational, legal and system costs in order to comply with these rules and regulations.

Federal Law

We are required to comply with numerous federal consumer protection and other laws, including, but not limited to:


•	the Gramm-Leach-Bliley Act and Regulation P, which requires initial and periodic communication with consumers on privacy matters and the maintenance of privacy regarding certain consumer data in our possession;

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•	the Fair Debt Collection Practices Act, which regulates the timing and content of communications on debt collections;


•	the TILA, including HOEPA, and Regulation Z, which regulate mortgage loan origination activities, require certain disclosures be made to mortgagors regarding terms of mortgage financing, regulate certain high-cost mortgages, mandate home ownership counseling for mortgage applicants and regulate certain mortgage servicing activities;


•	the Fair Credit Reporting Act, as amended by the Fair and Accurate Credit Transactions Act and Regulation V, which collectively regulate the use and reporting of information related to the credit history of consumers;


•	the Equal Credit Opportunity Act and Regulation B, which prohibit discrimination on the basis of age, race and certain other characteristics in the extension of credit and requires certain disclosures to applicants for credit;


•	the Homeowners Protection Act, which requires the cancellation of mortgage insurance once certain equity levels are reached;


•	the HMDA and Regulation C, which require reporting of certain public loan data;


•	the Fair Housing Act and its implementing regulations, which prohibit discrimination in housing on the basis of race, sex, national origin, and certain other characteristics;


•	the Servicemembers Civil Relief Act, as amended, which provides certain legal protections and relief to members of the military;


•	the RESPA and Regulation X, which governs certain mortgage loan origination activities and practices and related disclosures and the actions of servicers related to various items, including escrow accounts, servicing transfers, lender-placed insurance, loss mitigation, error resolution, and other customer communications;


•	Regulation AB under the Securities Act, which requires registration, reporting and disclosure for mortgage-backed securities;


•	certain provisions of the Dodd-Frank Act, including the Consumer Financial Protection Act, which among other things, created the CFPB and prohibits unfair, deceptive or abusive acts or practices;


•	the Federal Trade Commission Act, the FTC Credit Practices Rules and the FTC Telemarketing Sales Rule, which prohibit unfair and deceptive acts and practices and certain related practices;


•	the TCPA, which restricts telephone solicitations and automatic telephone equipment;


•	Regulation N, which prohibits certain unfair and deceptive acts and practices related to mortgage advertising;


•	the Bankruptcy Code and bankruptcy injunctions and stays, which can restrict collection of debts;


•	the Secure and Fair Enforcement for Mortgage Licensing Act; and


•	various federal flood insurance laws that require the lender and servicer to provide notice and ensure appropriate flood insurance is maintained when required.

The Dodd-Frank Act, enacted in 2010, constituted a sweeping reform of the regulation and supervision of financial institutions, as well as the regulation of derivatives, capital market activities and consumer financial services. Among other things, the Dodd-Frank Act created the CFPB, a new federal entity responsible for regulating consumer financial services. The CFPB has rulemaking authority with respect to many of the federal consumer protection laws applicable to mortgage servicers and originators, including TILA, RESPA and the FDCPA. The CFPB also has supervision, examination and enforcement authority over consumer financial products and services offered by certain non-depository institutions and large insured depository institutions. The CFPB's jurisdiction includes persons (such as us) originating, brokering or servicing residential mortgage loans, those persons performing loan modification or foreclosure relief services in connection with such loans and certain entities involved in the transfer of MSR.

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Title XIV of the Dodd-Frank Act imposed a number of requirements on mortgage originators and servicers of residential mortgage loans, significantly increased the penalties for noncompliance with certain consumer protection laws and also established new standards and practices for mortgage originators and servicers. Subsequent to the enactment of the Dodd-Frank Act, the CFPB has issued, and is expected to continue to issue, various rules that impact mortgage servicing and originations, including: periodic billing statements; certain notices and acknowledgments; prompt crediting of borrowers’ accounts for payments received; additional notice, review and timing requirements with respect to delinquent borrowers; prompt investigation of complaints by borrowers; additional requirements before purchasing insurance to protect the lender’s interest in the property; certain customer service benchmarks for servicers; servicers’ obligations to establish reasonable policies and procedures; requirements to provide information about mortgage loss mitigation options to delinquent borrowers; rules governing the scope, timing, content and format of disclosures to consumers regarding the interest rate adjustments of their variable-rate transactions; establishing certain requirements relating to billing statements, payment crediting and the provision of payoff statements; preventing or limiting servicers of residential mortgage loans from taking certain actions (e.g. the charging of certain fees); requirements for determining prospective borrowers’ abilities to repay their mortgages; removing incentives for higher cost mortgages; prohibiting prepayment penalties for non-qualified mortgages; prohibiting mandatory arbitration clauses; requiring additional disclosures to potential borrowers; restricting the fees that mortgage originators may collect; requiring new mortgage loan disclosures that integrate the TILA disclosures with the RESPA disclosures for certain covered transactions; and other new requirements, in each case either increasing costs and risks related to servicing and originations or reducing revenues currently generated.

Recently, the only reverse mortgage loan product we have originated is the HECM, an FHA-insured loan that must comply with FHA and other regulatory requirements. Accordingly, many of the recent federal legal changes affecting our reverse mortgage business relate to the HECM. On September 3, 2013, the FHA announced changes to the HECM program, pursuant to authority under the Reverse Mortgage Stabilization Act, signed into law on August 9, 2013. The changes impact initial mortgage insurance premiums and principal limit factors, impose restrictions on the amount of funds that senior borrowers may draw down at closing and during the first 12 months after closing, and require a financial assessment for all HECM borrowers to ensure they have the capacity and willingness to meet their financial obligations and the terms of the reverse mortgage. Key components of the financial assessment include a credit history and property charge payment history analysis, a cash flow/residual income analysis, and an analysis of compensating factors and extenuating circumstances to determine if the applicant is eligible for a HECM loan. In addition, the changes require borrowers to set aside a portion of the loan proceeds they receive at closing (or withhold a portion of monthly loan disbursements) for the payment of property taxes and homeowners insurance based on the results of the financial assessment. The new HECM requirements generally became effective on September 30, 2013, with the new financial assessment requirements and funding requirements for the payment of property charges taking effect on April 27, 2015.

State Law

We are also subject to extensive state licensing, statutory and regulatory requirements as a mortgage servicer, loan originator and debt collector throughout the U.S. We are subject to ongoing supervision, audits and examinations conducted by state regulators, including periodic requests from state and other agencies for records, documents and information regarding our policies, procedures and business practices.

State laws affecting our businesses have also been evolving. Some changes have occurred on a nationwide basis at the state level due to the establishment and/or amendment of minimum standards under federal law, such as state licensing requirements. Some states may seek to incorporate federal requirements as a requirement imposed on a state licensed entity, while other states may seek to impose their own additional requirements to the extent not preempted under federal law. Additionally, there have been growing trends in state lawmaking focusing on the servicing of mortgage loans related to, for example, data privacy, loan modifications and anti-foreclosure measures.

Recent Regulatory Developments

Servicing Segment

On June 27, 2017, the CFPB announced a final rule addressing technical corrections to existing mortgage servicing rules under Regulation X of RESPA and Regulation Z of TILA, supplementing a final rule issued on August 4, 2016 that clarified, revised and amended provisions regarding, among other things, force-placed insurance, early intervention and loss mitigation requirements under Regulation X and prompt crediting and periodic statement requirements under Regulation Z. The August 4, 2016 final rule also addressed proper compliance regarding certain servicing requirements when a person is a potential or confirmed successor in interest, is a debtor in bankruptcy, or sends a cease communication request under the FDCPA and made technical corrections to several provisions of Regulation X and Regulation Z. The majority of the requirements under the most recent and the August 4, 2016, final rules became effective October 19, 2017.

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On October 4, 2017, the CFPB announced a proposed rule that would amend the 2016 Regulation Z mortgage servicing rule’s requirements relating to the timing for servicers to transition to providing modified or unmodified periodic statements and coupon books in connection with a consumer’s bankruptcy case.

The CFPB also issued an interpretive rule under the FDCPA relating to servicers' compliance with certain mortgage servicing rules. Most of the provisions of the final rule took effect on October 19, 2017, with the provisions relating to successors in interest and the provisions relating to periodic statements for borrowers in bankruptcy expected to take effect April 19, 2018.

There have been various legal and regulatory developments in Nevada regarding liens asserted by HOAs for unpaid assessments. In September 2014, the Nevada Supreme Court held that an HOA non-judicial foreclosure sale can extinguish a mortgage lender’s previously-recorded first deed of trust on a property if that foreclosure is to recover assessments categorized as super-priority amounts. In June 2015, the U.S. District Court for the District of Nevada issued an opinion holding that federal law prohibits an HOA foreclosure proceeding from extinguishing a first deed of trust assigned to Fannie Mae. A Nevada state court subsequently reached the same conclusion. The Nevada Supreme Court also reversed a lower court summary judgment decision invalidating an HOA foreclosure sale on the basis that the HOA refused the lienholder’s tender of the super-priority portion of the lien and that the HOA sale was commercially unreasonable. The Nevada Supreme Court ruled that these were issues of fact and remanded for further proceedings. Additional litigation in both state and federal courts and appellate courts is pending with respect to these issues. Case law is quickly developing, is not harmonious as between federal and state courts and varies by judge within each jurisdiction. Also, legislation in Nevada, which became effective on October 1, 2015, requires HOAs to provide notice to lienholders relating to the default and foreclosure sale and also to provide creditors with a right to redeem the property for up to 60 days following an HOA foreclosure sale. In January 2017, the Nevada Supreme Court ruled that the state’s non-judicial HOA foreclosure statutes in effect prior to the 2015 amendments do not unconstitutionally violate due process and are not a government taking. This opinion conflicts with a 2016 decision of the Ninth Circuit, holding that the statute was unconstitutional. Credit owners may assert claims against servicers for failure to advance sufficient funds to cover unpaid HOA assessments and protect the credit owner’s interest in the subject property. We service numerous loans in Nevada and are involved in litigation and other legal proceedings affected by, or related to, these HOA matters.

Originations Segment

On June 27, 2017, the CFPB announced a final rule amending the TILA-RESPA “Know Before You Owe” mortgage disclosure rule. The final rule formalizes guidance about the rule, provides greater clarity and certainty and helps facilitate compliance within the mortgage industry. In addition to various clarifications, minor changes, and technical corrections, the rule makes four substantive changes to the existing rule. The final rule: (i) creates tolerances for the total of payments disclosure; (ii) provides for an adjustment of the current partial exemption for certain housing assistance loans to clarify that recording fees and transfer taxes are excluded from the exemption's limitation on costs; (iii) includes all cooperatives under the rule regardless of whether the cooperative is classified as real property under state law; and (iv) incorporates and expands upon previous CFPB webinar guidance concerning the sharing of disclosures with sellers and various other parties.

On July 7, 2017, the CFPB announced a proposed rule to further amend the "Know Before You Owe" mortgage disclosure rule. The proposed amendments relate to when a creditor may compare charges paid by or imposed on the consumer to amounts disclosed on a closing disclosure, instead of a loan estimate, to determine if an estimated closing cost was disclosed in good faith. Specifically, the proposed amendments would permit creditors to do so regardless of when the closing disclosure is provided relative to consummation.

On August 24, 2017, the CFPB issued a final rule to make technical corrections and clarifications to certain requirements adopted by the CFPB’s HMDA (Regulation C) final rule issued on October 28, 2015. The final rule also amends Regulation C to increase the threshold for collecting and reporting data about open-end lines of credit for a period of two years so that financial institutions originating fewer than 500 open-end lines of credit in either of the preceding two years would not be required to begin collecting such data until Jan. 1, 2020, and also adopted a new reporting exclusion. The data collection requirements implemented by the 2015 and 2017 final rules became effective on January 1, 2018, while the reporting requirements are expected to begin in 2019.

Reverse Mortgage Segment

On January 19, 2017, HUD published the “Final HECM Rule, FHA: Strengthening the Home Equity Conversion Mortgage Program.” The primary purpose of this rule was to codify into regulation prior guidance issued by HUD under mortgagee letters authorized by the Reverse Mortgage Stabilization Act of 2013 and the Housing and Economic Recovery Act of 2008. This rule addresses a wide range of reverse mortgage origination and servicing issues, and in certain areas, amends prior guidance and rules. This rule became effective on September 19, 2017.

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HUD Mortgagee Letter 2017-05, effective April 18, 2017, provided consolidated and updated guidance regarding the submission of HECM assignments to HUD. Since the publication of HUD Mortgagee Letter 2017-05, RMS has increasingly experienced delays and rejections with respect to HUD’s acceptance and payment of certain assignment claims, which, in turn, increases the amount of time RMS must carry the applicable loan's balance between the time the loan is bought out of a GNMA pool until the assignment claim is paid. The two predominant reasons for the increase in delays and rejections of HECM assignments relate to HUD Mortgagee Letter 2017-05 being interpreted to require proof that property taxes are "current," as opposed to the prior requirement of proof that such taxes were paid "timely," and the HUD Mortgagee Letter 2017-05 guidance that the only acceptable proof of hazard insurance is a copy of the borrower's current insurance "declarations page." Refer to Item 1A. Risk Factors for a discussion of certain risks relating to our HECM repurchase obligations and related matters.

Federal Regulatory Freeze and Uncertainty

Following the November 2016 Presidential and Congressional elections, a level of heightened uncertainty exists with respect to the future of regulation of mortgage lending and servicing, including the future of the Dodd Frank Act and the CFPB. For example, in January 2017, President Trump issued a Presidential Memorandum and an Executive Order designed to decrease the number of federal regulations. The memorandum directed executive departments and agencies to freeze new or pending regulations, and the order directed agencies to eliminate at least two existing regulations for every proposed regulation. The Office of Management and Budget subsequently clarified that the Executive Order does not apply to independent agencies such as the CFPB, and the applicability of the Presidential Memorandum to such independent agencies is less clear. However, on February 12, 2018, the CFPB released its Strategic Plan, in which it communicated its intention to identify and address unduly burdensome regulations. These events create uncertainty with regard to final regulations already published in the Federal Register but not yet in effect, such as the CFPB’s amendments to the mortgage servicing rules requiring servicers to provide modified periodic statements to certain consumers in bankruptcy and transition to and from providing such statements as they enter and come out of bankruptcy, and are expected to take effect in April 2018. Further, the release of the Strategic Plan came on the heels of the CFPB’s announcement on December 21, 2017 that (a) it did not intend to assess penalties with respect to errors for data collected in 2018 and reported in 2019 under HMDA but (b) it did intend to reconsider various aspects of its 2015 HMDA rule. We cannot predict when these rules will take effect, if at all, nor can we predict the specific legislative or executive actions that may follow or what actions federal and state regulators may take in response to potential changes to the Dodd Frank Act or to the regulatory environment generally.

Company Website and Availability of SEC Filings

Our website can be found at www.ditechholding.com . We make available free of charge on our website or provide a link on our website to our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after those reports are electronically filed with, or furnished to, the SEC. To access these filings, go to our website, click on “Investor Relations” and then click on "SEC Filings." We also make available through our website other reports filed with or furnished to the SEC under the Exchange Act, including our proxy statements and reports filed by officers and directors under Section 16(a) of the Exchange Act, as well as our Code of Conduct and Ethics, our Corporate Governance Guidelines, and charters for our Audit Committee, Compensation and Human Resources Committee, Nominating and Corporate Governance Committee, Finance Committee, Compliance Committee and Technology and Operations Committee. In addition, our website may include disclosure relating to certain non-GAAP financial measures that we may make public orally, telephonically, by webcast, by broadcast, or by similar means from time to time.

From time to time, we may use our website as a channel of distribution of material company information. Financial and other material information regarding the Company is routinely posted on and accessible at http://investor.ditechholding.com .

Any information on our website or obtained through our website is not part of this Annual Report on Form 10-K.

Our Investor Relations Department can be contacted at 3000 Bayport Drive, Suite 985, Tampa, Florida 33607, Attn: Investor Relations, telephone (813) 421-7694.

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ITEM 1A. RISK FACTORS

You should carefully review and consider the risks and uncertainties described below, which are risks and uncertainties that could materially adversely affect our business, prospects, financial condition, cash flows, liquidity and results of operations, our ability to pay dividends to our stockholders and/or our stock price. In addition, to the extent that any of the information contained in this Annual Report on Form 10-K constitutes forward-looking information, the risk factors set forth below are cautionary statements identifying important factors that could cause our actual results for various financial reporting periods to differ materially from those expressed in any forward-looking statements made by or on our behalf.

Risks Related to Emergence from Bankruptcy Protection

Information contained in our historical financial statements will not be comparable to the information contained in our financial statements after the expected application of fresh start accounting.

Following the consummation of the Prepackaged Plan, our financial condition and results of operations from and after the Effective Date will not be comparable to the financial condition or results of operations in our historical financial statements. As a result of our restructuring under Chapter 11 of the Bankruptcy Code, our financial statements are expected to be subject to the fresh start accounting provisions of GAAP. In the application of fresh start accounting, an allocation of the reorganization value is made to the fair value of assets and liabilities in conformity with the guidance for the acquisition method of accounting for business combinations. Adjustments to the carrying amounts could be material and could affect prospective results of operations as balance sheet items are settled, depreciated, amortized or impaired. This will make it difficult for our stockholders and others to assess our performance in relation to prior periods. Our Quarterly Report on Form 10-Q for the period ended March 31, 2018 will reflect the consummation of the Prepackaged Plan and the expected adoption of fresh start accounting effective February 10, 2018 .

Our emergence from reorganization proceedings will reduce or eliminate our tax attributes and limit our ability to offset future taxable income with tax losses and credits incurred prior to our emergence from bankruptcy. Our remaining deferred tax assets could be further impaired if we have a subsequent significant change in our stockholder base.

As a result of the discharge of debt pursuant to the Chapter 11 Case, we will incur substantial cancellation of debt for federal income tax purposes. In general, a debtor in a Chapter 11 proceeding is required to reduce the amount of its tax attributes by such cancellation of debt. The tax attributes, including net operating losses, tax credits and tax basis in assets, provide potential value in the form of reduced future tax liability.

A corporation's ability to recognize the value of its tax attributes can be substantially constrained under the general annual limitation rules of Section 382 if it undergoes an “ownership change” as defined in Section 382 (generally where cumulative stock ownership changes among material shareholders exceed 50% during a rolling three-year period). We experienced an ownership change in connection with our emergence from the Chapter 11 Case. The general limitation rules for a debtor in a bankruptcy case are liberalized where the ownership change occurs upon emergence from bankruptcy. While we anticipate taking advantage of certain special rules for federal income tax purposes that would allow us to mitigate the limitations imposed under Section 382 with respect to our remaining tax attributes, there can be no assurance that these special rules will apply to the ownership change we experienced upon our emergence from bankruptcy, including that we may ultimately elect not to apply them. If the special rules do not apply, our ability to realize the value of our tax attributes would be subject to limitation.

Notwithstanding the foregoing, an ownership change subsequent to our emergence from the Chapter 11 Case may severely limit or effectively eliminate our ability to realize the value of our tax attributes. To reduce the risk of a potential adverse effect on our ability to realize the value of our tax attributes, our Articles of Amendment and Restatement contain transfer restrictions applicable to certain substantial common and preferred stockholders. Although the purpose of these transfer restrictions is to prevent an ownership change from occurring, no assurance can be given that such an ownership change will not occur, in which case our ability to realize the value of our tax attributes could be severely limited or effectively eliminated.

Our ability to use our deferred tax assets to offset future taxable income may be subject to certain limitations that could subject our business to higher tax liabilities.

We may be limited in the portion of net operating loss carryforwards and built in losses that we can use in the future to offset taxable income for U.S. federal and state income tax purposes. The Tax Act enacted on December 22, 2017 makes broad and complex changes to the Code. While future interpretative guidance related to the Tax Act and how U.S. states will incorporate these federal law changes may have an impact on our business, the Tax Act’s reduction of the federal corporate income tax rate from 35% to 21%, effective January 1, 2018, has reduced our net deferred tax assets including those associated with NOL Carryforwards. A lack of future taxable income would adversely affect our ability to utilize our NOL Carryforwards.

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In addition, under Section 382 of the Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its NOL Carryforwards and built in losses to offset future taxable income. Future changes in our stock ownership as well as other changes that may be outside of our control could result in additional ownership changes under Section 382 of the Code. Our state NOL Carryforwards may also be impaired under similar provisions of state law.

We assess the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize our existing deferred tax assets. On the basis of this evaluation, a full valuation allowance has been recorded to recognize only deferred tax assets that are more likely than not to be realized.

Finally, further changes to the federal or state tax laws or additional technical guidance relating to the Tax Act could operate to effectively reduce or eliminate the value of any deferred tax asset. Our tax attributes as of December 31, 2017 may expire unutilized or underutilized, which could prevent us from offsetting future taxable income.

There is limited history of trading of our post-emergence common stock, and volatility is possible.

Our post-emergence common stock has traded for only a limited period of time. Some of the holders who received common stock upon emergence may not elect to hold their shares on a long-term basis. Sales by these stockholders of a substantial number of shares could significantly reduce the market price of our common stock. Moreover, the perception that these stockholders might sell significant amounts of our common stock could depress the trading price of the stock for a considerable period of time. Such sales of common stock, and the possibility thereof, could make it more difficult for us to sell equity, or equity-related securities, in the future at a time and price that we consider appropriate.

Risks Related to our Business

If we fail to operate our business in compliance with both existing and future statutory, regulatory and other requirements, our business, financial condition, liquidity and/or results of operations could be materially and adversely affected.

Our business is subject to extensive regulation by federal, state and local governmental and regulatory authorities, including the CFPB, the FTC, HUD, the VA, the SEC and various state agencies that license, audit, investigate and conduct examinations of our mortgage servicing, origination, insurance, collection, reverse mortgage and other activities. Further, in recent years the policies, laws, rules and regulations applicable to our business have been rapidly evolving. Federal, state or local governmental authorities may continue to enact laws, rules or regulations that will result in changes in our business practices and increased costs of compliance. However, we are unable to predict whether any such changes will adversely affect our business.

In addition, the GSEs, Ginnie Mae and other business counterparties also subject us to periodic examinations, reviews and audits, and we routinely conduct our own internal examinations, reviews and audits. These various audits, reviews and examinations of our business and related activities have uncovered, and may in the future uncover, deficiencies in our compliance with our policies and other requirements to which we are subject. While we strive to investigate and remediate such deficiencies, there can be no assurance that any remedial measures we implement, which could involve material expense, will ensure compliance with applicable policies, laws, regulations and other requirements or be deemed sufficient by the GSEs, Ginnie Mae, governmental authorities or other interested parties.

We devote substantial resources (including senior management time and attention) to regulatory compliance and regulatory inquiries, and we incur, and expect to continue to incur, significant costs in connection therewith. Our business, financial condition, liquidity and/or results of operations could be materially and adversely affected by the substantial resources (including senior management time and attention) we devote to, and the significant compliance costs we incur in connection with, regulatory compliance and regulatory inquiries, and any fines, penalties, restitution or similar payments we make in connection with resolving such matters.

Furthermore, our actual or alleged failure to comply with applicable federal, state and local laws and regulations and GSE, Ginnie Mae and other business counterparty requirements, or to implement and adhere to adequate remedial measures designed to address any identified compliance deficiencies, could lead to:


•	the loss or suspension of licenses and approvals necessary to operate our business;


•	limitations, restrictions or complete bans on our business or various segments of our business;


•	disqualification from participation in governmental programs, including GSE programs;


•	damage to our reputation;


•	governmental investigations and enforcement actions;


•	administrative fines and financial penalties;

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•	litigation, including class action lawsuits;


•	civil and criminal liability;


•	termination of our servicing and subservicing agreements or other contracts;


•	demands for us to repurchase loans;


•	loss of personnel who are targeted by prosecutions, investigations, enforcement actions or litigation;


•	a significant increase in compliance costs;


•	a significant increase in the resources (including senior management time and attention) we devote to regulatory compliance and regulatory inquiries;


•	an inability to access new, or a default under or other loss of current, liquidity and funding sources necessary to operate our business;


•	restrictions on mergers and acquisitions;


•	impairment of assets;


•	conservatorship or receivership by order of a court or regulator; and


•	an inability to execute on our business strategy.

Any of these outcomes could materially and adversely affect our reputation, business, financial condition, prospects, liquidity and/or results of operations.

The mortgage servicing industry has been and remains under a higher degree of scrutiny from state and federal regulators and other authorities, with particular attention directed at larger non-bank servicing organizations such as Ditech Holding. We cannot guarantee that any such scrutiny and investigations will not materially adversely affect us.

Our failure to comply with existing and future rules and regulations relating to the origination and servicing of residential loans, and/or more stringent enforcement of such rules and regulations by the CFPB, HUD and other federal and state agencies could result in enforcement actions, fines, penalties and reputational damage.

On July 21, 2010, the Dodd-Frank Act was signed into law for the express purpose of further regulating the financial services industry, including mortgage origination, sales, servicing and securitization. The CFPB, a federal agency established pursuant to the Dodd-Frank Act, officially began operation on July 21, 2011. The CFPB is charged, in part, with enforcing laws involving consumer financial products and services, including mortgage finance and servicing and reverse mortgages, and is empowered with examination, enforcement and rulemaking authority.

The Dodd-Frank Act established new standards and practices for mortgage originators and servicers, including determining prospective borrowers’ abilities to repay their mortgages, removing incentives for higher cost mortgages, prohibiting prepayment penalties for non-qualified mortgages, prohibiting mandatory arbitration clauses, requiring additional disclosures to potential borrowers, restricting the fees that mortgage originators may collect, new mortgage loan disclosures that integrate TILA and RESPA disclosures for certain covered transactions and other new requirements.

In recent years, HUD and the DOJ have pursued actions against FHA-approved lenders, including RMS, under the False Claims Act, which imposes liability on any person who knowingly makes a false or fraudulent claim for payment to the U.S. government. Potential penalties are significant as these actions may result in treble damages and several large settlements have been entered into by HUD-approved mortgagees who have allegedly violated the False Claims Act. RMS received a subpoena dated June 16, 2016 from the Office of Inspector General of HUD requiring RMS to produce documents and other materials relating to, among other things, the origination, underwriting and appraisal of reverse mortgages for the time period since January 1, 2005. RMS subsequently received an additional subpoena from the Office of Inspector General of HUD dated January 12, 2017 requesting certain documents and information relating to the origination and underwriting of certain specified loans. This investigation, which is being conducted in coordination with the U.S. Department of Justice, Civil Division, could lead to a demand or claim under the False Claims Act, which allows for penalties and treble damages, or other statutes. See Item 3. Legal Proceedings for additional information.

In addition, the DOJ could take the position that it could initiate actions against Fannie Mae- and Freddie Mac-approved lenders and servicers for alleged violations of the False Claims Act as a result of noncompliance with the GSE’s underwriting and other guidelines, given the FHFA conservatorship.

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Regulations under the Dodd-Frank Act, bulletins issued by the CFPB pursuant to its authority, and other actions by the CFPB, HUD, the VA and other federal agencies could materially and adversely affect the manner in which we conduct our businesses, and have and could continue to result in heightened federal regulation and oversight of our business activities and in increased costs and potential litigation associated with our business activities.

We are subject to state licensing requirements and incur related substantial compliance costs, and our business would be adversely affected if we encountered a suspension or termination of our licenses.

Our operations are subject to regulation, supervision and licensing under various federal, state and local statutes, ordinances and regulations. Although we are not a bank or bank holding company, in most states in which we operate, one or more regulatory agencies regulate and enforce laws relating to non-bank mortgage servicing companies and/or mortgage origination companies such as Ditech Financial and RMS. These rules and regulations generally provide for licensing as a mortgage servicing company, mortgage origination company, debt collection agency and/or third-party default specialist, as applicable, requirements as to the documentation, individual licensing of our employees and employee hiring background checks, licensing of independent contractors with whom we contract, restrictions on collection practices, disclosure and record-keeping requirements and enforcement of borrowers' rights. In certain states, we are subject to periodic examination by state regulatory authorities. Some states in which we operate require special licensing or provide extensive regulation of our business, and state regulators may have broad discretion to restrict our activities or to suspend approval or withdraw our licenses for non-compliance with applicable requirements. The failure to respond appropriately to regulatory inquiries and investigations or to satisfy state regulatory requirements could result in our ability to operate in the state being terminated, cause a default under our servicing agreements, impact our ability to originate new loans or service loans and have a material adverse effect on our financial condition and operations.

Regulatory changes could increase our costs through additional or stricter licensing laws, disclosure laws or other regulatory requirements and could impose conditions to licensing that we or our personnel are unable to meet. Future legislation and changes in regulation may significantly increase the compliance costs on our operations or impact overall profitability of our business. This could make our business cost-prohibitive in the affected state or states and could materially affect our business.

Legal proceedings and related costs may increase and could adversely affect our financial results.

We are involved in various legal proceedings, including numerous litigation matters that arise in the ordinary course of our business (including numerous putative class actions). Like other participants in our industry, we have been and may continue to be the subject of class action and other lawsuits and of regulatory actions by state attorneys general and federal and state regulators and enforcement agencies.

Litigation and other proceedings have required, and may require in the future, that we pay attorneys' fees, settlement costs, damages (including punitive damages), penalties or other charges, which could materially adversely affect our financial results and condition and damage our reputation.

Governmental and regulatory investigations, both state and federal, have increased in all areas of our business over the last several years. The costs of responding to the investigations can be substantial. In addition, government-mandated changes, resulting from investigations or otherwise, to our loan origination and servicing practices have led, and may continue to lead, to higher costs and additional administrative burdens, such as record retention and informational obligations.

From time to time, we have entered into agreements or orders to settle investigations, potential litigations or other enforcement actions against us by governmental and regulatory authorities. Complying with settlements can be costly, and if we fail to comply we could be subject to sanctions, including actions for contempt, actions for additional fines or actions alleging violations of law. The announcement and terms of such settlements could adversely affect our reputation and, if the settlements involve findings that we have breached the law, could cause a breach of or default under our financing agreements, our servicing or subservicing contracts or other contractual obligations. Such settlements, our efforts to comply with settlements and our failure to comply with settlements could have a material adverse effect on our business, business practices, prospects, results of operations, liquidity and financial condition.

We establish reserves for pending or threatened litigation and regulatory matters when it is probable that a loss has been incurred and the amount of such loss can be reasonably estimated. Litigation and regulatory matters involve considerable inherent uncertainties, and our estimates of loss are based on judgments and information available at the time. Our estimates may change from time to time for various reasons, including developments in the matters. There cannot be any assurance that the ultimate resolution of our litigation and regulatory matters will not involve losses, which may be material, in excess of our recorded accruals or estimates of reasonably possible losses. See Note 30 to our Consolidated Financial Statements and Item 3. Legal Proceedings for additional information.

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Our level of indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our obligations.

We have substantial levels of indebtedness. As of the Effective Date, we had approximately $2.8 billion of total indebtedness outstanding, the majority of which was secured, including:


•	$1.2 billion of indebtedness under our 2018 Term Loan;


•	$250.0 million aggregate principal amount of Second Lien Notes;


•	$50.6 million , in the aggregate, of indebtedness under the Early Advance Reimbursement Agreement; and


•	$1.3 billion , in the aggregate, of indebtedness under the Exit Warehouse Facilities.

All of these amounts of indebtedness exclude (i) intercompany indebtedness, (ii) guarantees of affiliate debt and (iii) certain mortgage-backed debt and HMBS-related obligations (which are non-recourse to us and our subsidiaries).

Our high level of indebtedness could have important consequences, including:


•	increasing our vulnerability to downturns or adverse changes in general economic, industry or competitive conditions and adverse changes in government regulations;


•	requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;


•	exposing us to the risk of increased interest rates as certain of our indebtedness is unhedged and at a variable rate of interest;


•	limiting our ability to make strategic acquisitions or causing us to make non-strategic divestitures;


•	limiting our ability to pursue strategic and operational goals;


•	exposing us to the risk of not being able to refinance our indebtedness on terms that are commercially acceptable to us, or at all;


•	limiting our ability to obtain additional financing for working capital, capital expenditures, product or service line development, debt service requirements, acquisitions and general corporate or other purposes; and


•	limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors with lower debt levels.

We may not be able to generate sufficient cash to meet all of our obligations or service all of our indebtedness and may not be able to extend or refinance our indebtedness. If we are unable to do so, we may be forced to take other actions to satisfy our obligations, which may not be successful.

Our ability to make required payments on our debt and other obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control, including the risk factors set forth herein. We have recorded significant losses in 2016 and 2017. We cannot assure you we will maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness or to meet our other obligations such as our obligations to repurchase HECM loans.

In addition, we conduct a substantial part of our operations through our subsidiaries. Accordingly, our ability to repay our indebtedness depends on the generation of cash flow by our subsidiaries and their ability to make such cash available to us by dividend, debt repayment or otherwise. Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of our indebtedness.

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Much of our debt is short-term so we regularly seek to extend or refinance our existing indebtedness. Our ability to extend, renew or refinance our indebtedness on favorable terms, or at all, is uncertain and may be affected by global economic and financial conditions and other factors outside our control. In addition, our ability to incur secured indebtedness (which would generally enable us to achieve better pricing than the incurrence of unsecured indebtedness) depends in part on the value of our assets, which depends, in turn, on the strength of our cash flows and results of operations, and on economic and market conditions and other factors. From time to time in the recent past, we have obtained waivers or amendments of covenants in our pre-Effective Date debt agreements. In addition, in March 2018, we obtained amendments to certain facilities and the 2018 Credit Agreement to, among other things, extend the deadline for providing certain financial statements and increase operational flexibility with respect to certain financial covenants. See the Liquidity and Capital Resources section of Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations for more information. If we are unable to obtain needed waivers or amendments in the future, we could experience material adverse consequences.

If our cash flows and capital resources are insufficient to fund our debt service and other obligations or we are unable to extend or refinance our indebtedness, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.

Despite our current debt levels, we may still incur substantially more debt or take other actions that would intensify the risks discussed above.

Despite our current consolidated debt levels, we and our subsidiaries are permitted to and may incur substantial additional debt in the future, some of which may be secured, subject to the restrictions contained in our debt instruments. Although the 2018 Credit Agreement and Second Lien Notes indenture contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial. Any such indebtedness could increase our leverage and the risks we face from indebtedness. We may also be permitted to take a number of other actions that could have the effect of diminishing our ability to make payments on our indebtedness when due.

Our debt agreements contain covenants that restrict our operations and may inhibit flexibility in operating our business and increasing revenues.

Our 2018 Credit Agreement and Second Lien Notes indenture entered into in February 2018 contain various covenants that limit our ability to engage in specified types of transactions. These covenants limit our and certain of our subsidiaries' ability to, among other things:


•	incur additional indebtedness or issue certain preferred shares;


•	pay dividends on, repurchase or make distributions in respect of our capital stock or make other restricted payments;


•	make certain investments;


•	sell or transfer assets;


•	utilize the proceeds from any sale or transfer of assets;


•	create liens;


•	consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and


•	enter into certain transactions with our affiliates.

The 2018 Credit Agreement also contains financial covenants requiring compliance with certain asset coverage ratios, and beginning with the four consecutive quarterly "test" periods ending March 31, 2020, an interest expense coverage ratio and a first lien net leverage ratio. Certain of these covenants are subject to varying interpretation, making it possible that we and our creditors disagree as to whether we have complied with our obligations under our debt agreements. A breach, or alleged breach, of any of these covenants could result in a default and our lenders could elect to declare all amounts outstanding to be immediately due and payable and to terminate all commitments to extend further credit. If we were unable to repay those amounts, the secured lenders could proceed against the collateral granted to them to secure such indebtedness. There can be no assurance that we will have sufficient assets to repay amounts due under our indebtedness.

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Our failure to renew or replace one or more of our advance financing facilities or warehouse facilities, or any loss of a material amount of borrowing capacity under such facilities, could have a material adverse effect on our business, financial condition, liquidity or results of operations.

We depend on our Exit Warehouse Facilities to finance, on a short-term basis, our servicer advances (excluding advances made on loans we subservice that are made, on a short-term basis, with available cash) and our residential loan originations and repurchase activities or obligations, including the repurchase of HECMs out of Ginnie Mae securitization pools. The Exit Warehouse Facilities as well as other financing facilities we may enter into are typically subject to renewal every year and contain provisions that could prevent us from utilizing any unused capacity under any such facility and/or that could accelerate our repayment of amounts outstanding under any such facility. Only servicing advances and residential loans (including repurchased residential loans) that meet certain eligibility requirements as defined in the relevant financing facility agreements are eligible to be financed using such facilities. The Exit Warehouse Facilities require us to maintain a good standing relationship with the GSEs and/or Ginnie Mae, and if any contract governing such relationship were terminated, it would limit or eliminate our ability to fund our borrowing needs. In addition, amounts borrowed under our servicing advance facilities are due on a fixed date (unless extended) and, in certain circumstances, we may be required to repay such amounts before we have been reimbursed for the related advances.

Our failure to renew one or more of these financing facilities, including the Exit Warehouse Facilities, on terms acceptable to us, the acceleration of amounts due under such facilities or our loss of a material amount of borrowing capacity under such facilities, could have a material adverse effect on our business, financial condition, liquidity or results of operations.

The Exit Warehouse Facilities contain restrictions, covenants, and representations and warranties that, among other conditions, require us to satisfy specified financial and asset quality tests and may restrict our ability to engage in mergers or consolidations. In the past, including recently, we have obtained waivers or amendments from certain of our lenders in order to maintain compliance with certain covenants and other terms of our financing facilities, and we expect to seek waivers or amendments in the future if necessary. See the Liquidity and Capital Resources section of Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion of certain recent amendments and waivers. There is no assurance our lenders would consent to a waiver or amendment in the event of potential noncompliance, and in the past such consent has been, and in the future it may be, conditioned upon the receipt of a cash payment, increased interest rates or other revised terms. If we fail to meet or satisfy any covenants or representations and warranties contained in the Exit Warehouse Facilities or other financing agreements, including the failure to maintain or satisfy requirements imposed by the GSEs or Ginnie Mae, or the failure to comply with applicable law, we could be in default under these agreements and our lenders could elect to declare any and all amounts outstanding under the agreements immediately due and payable, enforce their respective interests against collateral pledged under such agreements, and restrict our ability to make additional borrowings. Many of our financing agreements, including the Exit Warehouse Facilities, contain cross-default provisions, such that if a default occurs under any one agreement, the lenders under our other agreements also could declare a default.

Our business strategy may not be successful in returning us to profitability.

We recorded significant net losses in each of 2016 and 2017. During those years, despite our efforts to reduce our expenses, dispose of certain businesses, eliminate certain activities and improve operations we were not successful in meeting key business goals and generating profits. Our current strategy contemplates further cost reductions, operational enhancements and streamlining of our businesses and reduction of leverage. We cannot control all of the factors that affect our ability to achieve our goals, and some elements of our strategy, such as our goal of improving operational performance, may require expenditures and investments that adversely affect our financial results.

Our business plan also assumes that we will be able to sell the majority of the MSR we originate to third parties who retain us to subservice such MSR. Although we have arrangements pursuant to which we may from time to time sell MSR to NRM, and although we are in discussions with other parties about the possibility of selling MSR to them, we have no firm commitments pursuant to which we can sell MSR and we may be unable to find buyers for MSR in adequate volume or at suitable prices. If we are unable to sell enough MSR in accordance with our plans, we could experience a variety of material adverse consequences, including the failure to achieve our plan goals, liquidity shortages, and a need to reduce origination volumes.

We may be unsuccessful in implementing our strategy and returning us to profitability. Failure to become profitable could result in material adverse consequences for us, including defaults under financing facilities that have minimum profitability covenants, related cross defaults in other financing facilities, a reduction in the number of counterparties that are willing to do business with us (including GSEs, agencies and primary servicers), a loss of key personnel and other significant adverse consequences.

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Our business is highly dependent on U.S. government-sponsored entities or agencies, and any changes in these entities or agencies or their current roles, or any failure by us to maintain our relationships with such entities or agencies, could materially and adversely affect our business, liquidity, financial position and/or results of operations.

The U.S. residential mortgage industry in general and our business in particular are highly dependent on Fannie Mae, Freddie Mac and Ginnie Mae. We receive compensation for servicing loans, most of which are Fannie Mae, Freddie Mac or Ginnie Mae residential loans. In addition, Ditech Financial sells mortgage loans to GSEs, which include mortgage loans in GSE guaranteed securitizations, and is an issuer of MBS guaranteed by Ginnie Mae and collateralized by Ginnie Mae mortgage loans. RMS is an issuer of HMBS, which are guaranteed by Ginnie Mae and collateralized by participation interests in HECMs, which are insured by the FHA.

Ditech Financial is: (i) a Fannie Mae approved seller/servicer pursuant to a Mortgage Selling and Servicing Contract between Ditech Financial and Fannie Mae, dated March 23, 2005, as amended; (ii) a Freddie Mac approved seller/servicer pursuant to a Master Commitment between Ditech Financial and Freddie Mac, dated September 29, 2016, as amended; and (iii) a Ginnie Mae approved issuer/servicer pursuant to (a) an approval letter from Ginnie Mae to Ditech Financial, dated February 26, 2010, as amended, and (b) a Master Servicing Agreement between Ditech Financial and Ginnie Mae, dated October 9, 2015, as amended. Ditech Financial is also a HUD/FHA approved mortgagee, a VA approved non-supervised lender and a USDA approved participant in the USDA Rural Development Single Family Housing Guaranteed Loan Program.

RMS is: (i) a Ginnie Mae approved issuer/servicer pursuant to (a) an approval letter from Ginnie Mae to RMS, dated January 29, 2008, as amended, and (b) a Master Servicing Agreement between Ginnie Mae and RMS, dated May 19, 2008, as amended; (ii) a Fannie Mae approved servicer of reverse mortgages pursuant to a Mortgage Selling and Servicing Contract between RMS and Fannie Mae, dated September 10, 2007, as amended; and (iii) an approved Title I and Title II FHA mortgagee pursuant to Origination Approval Agreements, dated May 8, 2007, as amended.

Our ability to originate and sell mortgage loans under the GSE and Ginnie Mae programs reduces our credit exposure and mortgage inventory financing costs. Our status as a Fannie Mae and Freddie Mac approved seller/servicer is subject to compliance with each GSE’s respective selling and servicing guidelines and failure to adhere to such guidelines could result in the unilateral termination or suspension of our status as an approved seller/servicer. Our status as a Ginnie Mae approved issuer/servicer is subject to compliance with Ginnie Mae’s issuer and servicing guidelines and failure to adhere to such guidelines could result in the unilateral termination or suspension of our status as an approved issuer/servicer. Our failure to maintain each of our various residential loan origination, servicing, issuer and related approvals with the GSEs and Ginnie Mae could materially and adversely affect our business, liquidity, financial position and results of operations.

In 2017, we earned approximately 37% , 8% and 12% of our total revenues from servicing Fannie Mae, Freddie Mac and Ginnie Mae residential loans, respectively. Our ability to generate revenues in our mortgage originations business is highly dependent on programs administered by Fannie Mae, Freddie Mac and Ginnie Mae; during 2017, approximately 50% , 9% and 41% of the mortgage loans our Originations segment sold or securitized based on unpaid principal balance were Fannie Mae, Freddie Mac and Ginnie Mae residential loans, respectively. Our failure to maintain our relationships with Fannie Mae, Freddie Mac or Ginnie Mae could materially and adversely affect our business, liquidity, financial position and results of operations.

There is significant uncertainty regarding the future of Fannie Mae and Freddie Mac, including with respect to how long they will continue to be in existence, the extent of their roles in the market and what forms they will have. On September 7, 2008, the FHFA placed Fannie Mae and Freddie Mac into conservatorship. As the conservator of Fannie Mae and Freddie Mac, the FHFA controls and directs the operations of Fannie Mae and Freddie Mac. The roles of Fannie Mae and Freddie Mac could be significantly reduced or eliminated and the nature of the guarantees provided by such GSEs could be considerably limited relative to historical practice. Any adverse change in the traditional roles of Fannie Mae, Freddie Mac or Ginnie Mae in the U.S. mortgage market, any discontinuation of, or significant reduction in, the operations or level of activity of Fannie Mae, Freddie Mac or Ginnie Mae in the primary or secondary U.S. mortgage market, or any adverse change in the underwriting guidelines utilized by, and mortgage loan programs supported by, Fannie Mae, Freddie Mac or Ginnie Mae could materially adversely affect our business, liquidity, financial position and results of operations. Additionally, the FHFA has in the past increased guarantee fees that the GSEs charge lenders for guaranteeing the timely payment of principal and interest on their mortgage-backed securities and we cannot assure you that they will not increase such fees in the future. If there is any increase in guarantee fees or changes to their structure this may generally raise lending costs, restrict the availability of credit, particularly to higher risk borrowers, and negatively affect our ability to grow, and the performance of, both our servicing and lending businesses.

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Our mortgage servicing business involves significant operational risks.

Our mortgage servicing business involves, among other things, complex record-keeping, the handling of numerous payments each month, a significant amount of consumer contact, reporting to credit agencies, managing servicing advances and participation in foreclosure and bankruptcy proceedings, all of which are subject to detailed, prescriptive, changing and sometimes unclear regulation, contracts and client requirements, including the requirements of the GSEs, Ginnie Mae and our subservicing clients. Performing all of the tasks involved in mortgage servicing in a compliant, timely and profitable manner involves significant operational risk. Operational risks include poor management oversight and decisions, human error by our servicing employees, weak processes and procedures, inadequate resources devoted to key processes, problems with the numerous systems and technologies that comprise our servicing platform and poor records or data inputs by us or prior servicers from whom we have acquired servicing rights or responsibilities. For these and other reasons, we have experienced and may in the future experience significant operational deficiencies and compliance failures across various parts of our servicing operations. We have incurred and expect to continue to incur significant expenses associated with the identification and remediation of operational deficiencies and compliance failures and the reduction of operational risk. These cost increases have not been matched by increases in the compensation structure for owners of, or subservicers of, MSR. Operational deficiencies and compliance failures could materially adversely affect our business in many ways, including by damaging our customer relationships, causing us to breach our contractual servicing or subservicing obligations and our obligations under our warehouse, advance financing and other credit facilities and putting us in breach of law or regulation. Such deficiencies and failures have adversely affected our past results of operations and could, in the future, cause a material adverse effect on our business, prospects, results of operations, liquidity and financial condition.

Operational risks could cause us to fail to meet the performance standards required by counterparties such as the GSEs, Ginnie Mae and our subservicing clients, which could in turn lead to a termination of our servicing rights and subservicing contracts. While we continue to take steps intended to improve our servicing performance, we cannot be certain that our efforts will have sufficient or timely results. If we fail to meet applicable performance standards, we could face various material adverse consequences, including a material increase in compensatory fees we are charged by the GSEs (based on performance against benchmarks for various servicing metrics), competitive disadvantage, the inability to win new subservicing business and the termination (potentially for cause and without payment to us of any termination fee or other compensation) of our servicing rights or subservicing contracts.

When we acquire the rights to service mortgages, particularly GSE mortgages, we have in the past, and may in the future, incur liability that is the result of errors or violations of law attributable to prior originators and servicers of such mortgages to the extent applicable law or our contractual arrangements expose us to such liability, which is normally the case absent additional contractual arrangements that are negotiated on a transaction by transaction basis. In certain circumstances, we have obtained contractual arrangements meant to minimize our exposure to such liabilities. Such contractual arrangements can take the form of, for example, liability bifurcation agreements with the GSEs pursuant to which such liabilities are not assumed by us, or an indemnification pursuant to which we are indemnified for such liabilities by the former owners of the MSR. There is no assurance that any such arrangements, even if obtainable, enforceable and collectible, will be sufficient in amount, scope or duration to fully offset the possible liabilities arising from a particular acquisition. Furthermore, there is no assurance that any such indemnification will cover losses resulting from claims that may be asserted against us by a GSE or others with respect to errors or violations that occurred prior to a particular acquisition by us.

A downgrade in our servicer ratings could have an adverse effect on our business, financial condition or results of operations.

S&P and Moody's rate us as a residential loan servicer. Certain of these ratings have been downgraded in the past, and any of these ratings may be downgraded in the future. Any such downgrade could adversely affect our business, financial condition or results of operations, as well as our ability to finance servicing advances and maintain our status as an approved servicer by Fannie Mae, Freddie Mac and Ginnie Mae. In particular, the Servicing Guide: Fannie Mae Single Family, published February 15, 2017, and the Selling Guide: Fannie Mae Single Family, published January 31, 2017, contain certain requirements with respect to an approved Fannie Mae servicer’s maintenance of minimum servicer ratings. Our failure to maintain favorable or specified ratings may cause our termination as servicer and further impair our ability to consummate future servicing transactions, which could have an adverse effect on our business, financial condition or results of operations. Refer to the Ratings section of Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional information relating to our servicer ratings.

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An increase in delinquency rates could have a material adverse effect on our business, financial position, results of operations and cash flows.

Delinquency rates can have a significant impact on our revenues and expenses and the value of our MSR. For example, an increase in delinquencies may result in lower revenues because, for some GSE and other business, we may only collect servicing fees for performing loans. Additionally, while increased delinquencies may generate higher ancillary fees, including late fees, these fees are not likely to be recoverable in the event that the related loan is liquidated and are generally only recognized as revenue upon collection. In addition, an increase in delinquencies lowers the interest income we receive on cash held in collection and other accounts. Delinquencies can also increase our liability for servicing advances, as we may be required to advance certain payments early in a delinquency, which could impact our liquidity. An increase in delinquencies has in the past resulted, and will result in a higher cost to service due to the increased time and effort required to collect payments from delinquent borrowers. Further, increases in delinquencies could result in lower servicer ratings, the termination of our subservicing contracts or the transfer of servicing away from us, which in turn could have a material adverse effect on our business, prospects, results of operations, liquidity and financial condition.

Fannie Mae, with respect to Fannie Mae loans that we service, and Freddie Mac, with respect to Freddie Mac loans that we service, may terminate Ditech Financial as servicer of such loans, with or without cause, and in connection therewith transfer the related servicing rights to a third party.

Under the terms of Ditech Financial's master servicing agreements (including any amendments and addendums thereto) with each of Fannie Mae and Freddie Mac, Fannie Mae, with respect to Fannie Mae loans that Ditech Financial services, and Freddie Mac, with respect to Freddie Mac loans that Ditech Financial services, may terminate us as servicer of such loans, with or without cause, transfer the servicing rights relating to such loans to a third party and, under certain circumstances, cause such a transfer to occur without payment to us of any consideration in connection therewith. Some provisions of these agreements are open to subjective interpretation or depend upon the judgment or determination of Fannie Mae or Freddie Mac, so we may not be able to determine in advance whether these are grounds for terminating us as servicer or transferring servicing rights away from us.

For example, if Freddie Mac terminated us as a servicer without cause, we would have a right to a specified termination fee; however, if Freddie Mac terminated us as servicer for cause, we would not have any right to a termination fee or other consideration in connection with such termination and the related transfer of servicing rights to another servicer. Events that could allow Freddie Mac to terminate Ditech Financial for cause as servicer of some or all of the Freddie Mac loans we service include, without limitation, the impending or actual insolvency of Ditech Financial or an affiliate thereof; the filing of a voluntary petition by Ditech Financial or an affiliate thereof under federal bankruptcy or state insolvency laws; Ditech Financial’s failure to maintain qualified staff and/or adequate facilities to assure the adequacy of servicing of Freddie Mac loans; any weakness or notable change in the financial or organizational status or management of Ditech Financial or an affiliate thereof, including any adverse change in profitability or liquidity that, in the opinion of Freddie Mac, could adversely affect Freddie Mac; Ditech Financial’s failure to meet any eligibility requirement, including failure to maintain acceptable net worth; Ditech Financial having delinquency rates or REO rates higher than certain averages; and Freddie Mac’s determination that Ditech Financial’s overall performance is unacceptable (taking into account, among other things, scorecard results that rate absolute and comparative performance with respect to various measures such as loss mitigation, workout effectiveness, default timeline management, data integrity, investor reporting and alternatives to foreclosure).

Similarly, Fannie Mae has the ability to terminate Ditech Financial as servicer for some or all of the Fannie Mae loans it services, with or without cause. In connection with any such termination by Fannie Mae without cause, we would have a right to a specified termination fee; however, in connection with any such termination by Fannie Mae for cause, we would not have any right to a termination fee or other consideration in connection with such termination and the related transfer of servicing rights to another servicer. Events that could allow Fannie Mae to terminate us for cause as servicer of some or all of the Fannie Mae loans we service include, without limitation, a breach of the mortgage selling and servicing contract by Ditech Financial; unacceptable performance as determined by Fannie Mae with regard to Ditech Financial’s compliance with, among other things, servicer performance measurements and any written performance improvement plan; Ditech Financial’s insolvency, the adjudication of Ditech Financial as bankrupt or the execution by Ditech Financial of a general assignment for the benefit of its creditors; any change in Ditech Financial’s financial status that, in Fannie Mae’s opinion, materially and adversely affects Ditech Financial’s ability to provide satisfactory servicing of mortgages; the sale of a majority interest in Ditech Financial without Fannie Mae’s prior written consent; a change in Ditech Financial’s financial or business condition, or in its operations, which, in Fannie Mae’s sole judgment, is material and adverse; Ditech Financial has certain delinquency rates or REO rates more than 50% higher than the average of such rates for certain specified Fannie Mae portfolios; and any judgment, order, finding or regulatory action to which Ditech Financial is subject that would materially and adversely affect Ditech Financial’s ability to comply with the terms or conditions of its Fannie Mae contract.

If Fannie Mae or Freddie Mac were to terminate us as an approved servicer, or transfer or otherwise terminate a material portion of our servicing rights, this could materially and adversely affect our business, financial condition, liquidity and results of operations.

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Ginnie Mae, with respect to GMBS for which we are the issuer and the servicer of the underlying mortgage loans, may terminate Ditech Financial as the issuer of such mortgage-backed securities and as servicer of such loans, with cause, and in connection therewith transfer the related servicing rights to a third party.

Under the terms of the Ginnie MBS Guide and the required Ginnie Mae Guaranty Agreement that is executed in connection with each GMBS we issue (together with related documents, the Ginnie Mae Guaranty Agreement), Ginnie Mae may terminate Ditech Financial for cause as the issuer of GMBS and as servicer of the underlying mortgage loans, and transfer all of our rights as issuer and servicer, including the servicing rights relating to the mortgage loans underlying the GMBS issued by us, to a third party without payment to us of any consideration in connection therewith. Events that could allow Ginnie Mae to terminate us as issuer and servicer include, without limitation, the impending or actual insolvency of Ditech Financial; any withdrawal or suspension of Ditech Financial’s status as an approved mortgagee by FHA or an approved seller/servicer by Fannie Mae or Freddie Mac; or any change to Ditech Financial’s business condition that materially and adversely affects its ability to carry out its obligations as an approved Ginnie Mae issuer. A default by Ditech Financial’s affiliate, RMS, under RMS’s Ginnie Mae Guaranty Agreements may also result in an event of default under Ditech Financial’s Ginnie Mae Guaranty Agreement under a cross-default agreement among Ginnie Mae, Ditech Financial and RMS, which could result in our termination as issuer and servicer of all GMBS and HMBS. If we were to have our Ginnie Mae issuer and servicing rights transferred or otherwise terminated, this could materially and adversely affect our business, financial condition, liquidity and results of operations.

Our subservicing clients can typically terminate our subservicing contracts with or without cause.

As of December 31, 2017 , we were the subservicer for 0.7 million accounts with an unpaid principal loan balance of $102.7 billion . These subserviced accounts represented approximately 49% of our total servicing portfolio based on unpaid principal loan balance at that date. Our largest subservicing customer, NRM, represented approximately 69% of our total subservicing portfolio based on unpaid principal loan balance on December 31, 2017 . Our next largest subservicing customer represented approximately 21% of our total subservicing portfolio based on unpaid principal loan balance on December 31, 2017 . Under our subservicing contracts, the primary servicers for whom we conduct subservicing activities have the right to terminate such contracts, with or without cause, with generally 60 to 90 days’ notice to us. In some instances, our subservicing contracts require payment to us of deboarding, deconversion or other fees in connection with any termination thereof, while in other instances there is little to no consideration owed to us in connection with the termination of a subservicing contract.

For example, if NRM fails to renew the NRM Subservicing Agreement, it will owe Ditech Financial a deconversion fee. If NRM elects to terminate the NRM Subservicing Agreement without cause, it will owe Ditech Financial a deconversion fee and be responsible for certain servicing transfer costs. NRM may also terminate the NRM Subservicing Agreement immediately for cause upon the occurrence of certain events, some of which have already occurred with respect to certain mortgage loans being subserviced by us under such agreement as described herein. Upon any termination of the NRM Subservicing Agreement by NRM for cause, Ditech Financial will not be entitled to receive any deconversion fee, will be responsible for certain servicing transfer costs and will owe NRM a transfer fee if such termination occurs within five years from the effective date of the agreement.

Additionally, from time to time, clients for whom we conduct subservicing activities could sell the mortgage servicing rights relating to some or all of the loans we subservice for such client, which could lead to a termination of our subservicing engagement with respect to such mortgage servicing rights and a decrease in our subservicing revenue.

If subservicing agreements relating to a material portion of our servicing portfolio were to be terminated, this would materially and adversely affect our business, financial condition, liquidity and results of operations. We expect to continue to seek additional subservicing opportunities, which could exacerbate these risks.

We are required to make servicing advances that can be subject to delays in recovery or may not be recoverable in certain circumstances.

During any period in which a mortgage loan borrower is not making payments, we are required under some of our mortgage servicing and subservicing agreements to advance our own funds to meet contractual principal and interest remittance requirements for credit and/or MSR owners. In addition, we must pay property taxes, insurance premiums, legal expenses and make other protective advances on behalf of the borrower. We also advance funds to maintain, repair and market real estate properties on behalf of credit owners. Our obligation to make such advances may increase in connection with any future acquisitions of servicing portfolios and any additional subservicing contracts. In certain situations, our contractual obligations may require us to make certain advances for which we may not be reimbursed.

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Servicing advances are generally recovered when a mortgage loan delinquency is resolved, the loan is repaid or refinanced, a liquidation occurs, or through the agency claim process. In addition, recovery of advances we make as subservicer are subject to our compliance with procedures and limitations set forth in the applicable subservicing agreement, and we typically depend upon the MSR owner that has engaged us as subservicer to reimburse us for such advances. Regulatory or other actions that lengthen the foreclosure process may increase the amount of servicing advances we are required to make, lengthen the time it takes for us to be reimbursed for such advances and increase the costs incurred by us in connection with such advances. We have been, and we may in the future be, unable to collect reimbursement for advances because we have failed to meet the applicable requirements for reimbursement, including making timely requests for such reimbursement, providing documentation to support the advance, and seeking required approval before making an advance. We have experienced delays in the collection of reimbursements for advances in the past. Additional or significant delays in our ability to collect advances could adversely affect our liquidity, and our inability to be reimbursed for advances would adversely affect our business, financial condition or results of operations.

When we purchase MSR from prior servicers, we may also acquire outstanding servicer and protective advances related to those rights. In our agreements under which we have acquired MSR, the prior servicer generally represents that the related advances are eligible for reimbursement by the credit owner and indemnifies us for any breach of this representation. However, the prior servicer’s indemnification obligation with respect to advances generally expires at a specified date, and in order to claim indemnification we may have to satisfy other conditions precedent. Our ability to file indemnity claims with the prior servicer before the expiration date and to meet other conditions precedent may be affected by factors outside our control. For example, if we submit claims for advance reimbursement from the credit owner and such credit owner fails to resolve such claims before the expiration date elapses, we may be unable to seek indemnity for such claims. In early 2017, we submitted a significant number and value of claims for advance reimbursement to a prior servicer from which we made a significant MSR acquisition in 2013. When we submit a claim for reimbursement from the prior servicer, that servicer may dispute whether and to what extent the indemnity applies, and resolving such disputes or otherwise establishing the validity of our claim could be time consuming and costly, and delays in recovering advances could have a material adverse effect on our liquidity. As a result of the foregoing, despite the indemnification arrangements, we may experience losses relating to advances that we have acquired from prior servicers.

We maintain an allowance for uncollectible advances based on our analysis of the underlying loans, their historical loss experience, and recoverability of the advances pursuant to the terms of the underlying servicing or subservicing agreements. If for any reason we are required to increase our allowance in any period, this could have a material adverse effect on our financial condition and results of operation, and the failure to collect advances could materially adversely affect our cash flows.

Our failure to maintain or grow our servicing business could have a material adverse effect on our business, financial position, results of operations and cash flows.

Our servicing portfolio is subject to runoff, meaning that mortgage loans serviced by us may be repaid at maturity, prepaid prior to maturity, or liquidated through foreclosure, deed-in-lieu of foreclosure or other liquidation process. While we seek to replenish our servicing portfolio through the addition of subservicing contracts, through our own MSR originations and from acquisitions of MSR from third parties, we cannot assure you that we will continue to seek to replenish our servicing portfolio utilizing each of these methods or that we will be successful in maintaining the size of our servicing portfolio.

Our ability to maintain or grow our servicing business may depend, in part, on our ability to acquire servicing rights from, and/or enter into subservicing contracts with, third parties. This depends on many factors, including the willingness and ability of the current owners of servicing rights to transfer such servicing rights or enter into subservicing agreements with respect to such servicing rights, and in most cases GSEs and/or government authorities granting consent for such servicing transfers. In considering whether to sell servicing rights to us or to engage us as a subservicer (or to approve such matters), commercial counterparties, GSEs and government authorities may consider various factors, including our financial condition, our ability to meet contractual servicing obligations, the performance of portfolios we service relative to absolute standards or to the performance of portfolios serviced by others, our record of compliance with legal and regulatory requirements, and our reputation.

There is significant competition in the non-bank servicing sector for servicing portfolios made available for purchase or subservicing. This and other factors could increase the price we pay for such portfolios or reduce subservicing margins, which could have a material adverse effect on our business, financial condition and results of operations. In determining the purchase price we are willing to pay for servicing rights and the fee for which we are willing to accept subservicing engagements, management makes certain assumptions regarding various factors, many of which are beyond our control, including, among other things:


•	origination vintage and geography;


•	loan-to-value ratio;


•	stratification of FICO scores;


•	the rates of prepayment and repayment within the underlying pools of mortgage loans;

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•	projected rates of delinquencies, defaults and liquidations;


•	future interest rates;


•	our cost to service the loans;


•	incentive and ancillary fee income; and


•	amounts of future servicing advances.

The methodology we use to determine the purchase price we are willing to pay for servicing rights and the fee for which we are willing to accept subservicing engagements is complex and management’s assumptions about matters affecting pricing may prove to be inaccurate. As a result, we may not be successful in completing acquisitions or subservicing arrangements on favorable terms or at all or we may overpay or not realize anticipated benefits of acquisitions or subservicing arrangements in our business development pipeline.

Although we are currently planning to increase the proportion of subservicing in our servicing portfolio, we may not be successful in achieving this goal. If we fail to do so, our servicing portfolio could decline or we may be required to invest more of our capital in servicing rights than anticipated.

Changes in prepayment rates on loans we service due to changes in interest rates, government mortgage programs or other factors could result in reduced earnings or losses.

Changes in prepayment rates on loans we service could result in reduced earnings or losses. Many factors beyond our control affect prepayment rates, including changes in interest rates and government mortgage programs. Many borrowers can prepay their mortgage loans through refinancings when mortgage rates decrease. Any increase in prepayments could reduce our servicing portfolio and have a significant impact on our net servicing revenue and fees. For example:


•	If prepayment speeds increase, our net servicing revenue and fees will decline more rapidly than anticipated because of the greater than expected decrease in the number of loans or unpaid principal balance on which those fees are based.

•

Amortization of servicing rights carried at amortized cost is a significant reduction to net servicing revenue and fees. Since we amortize servicing rights in proportion to total expected income over the life of a portfolio, an increase in prepayment speeds leads to increased amortization as we revise downward our estimate of total expected income. Faster prepayment speeds will also result in higher compensating interest expense.

•

The change in fair value of servicing rights carried at fair value can have a significant impact on net servicing revenue and fees. We base the price we pay for servicing rights and assess the value of our servicing rights on, among other things, our projection of servicing-related cash flows from the related pool of mortgage loans. Our expectation of prepayment speeds is a significant assumption underlying those cash flow projections. If prepayment speeds increase more than expected, we may be required to write down the value of our servicing rights, which would have a negative impact on our net servicing revenue and fees.

We cannot accurately predict the amount of incentive payments and ancillary fees we will earn on our servicing portfolio.

We earn incentive payments and ancillary fees in connection with servicing our residential loan portfolio. The amount of such payments and fees, and the timing of our receipt of such payments and fees, is dependent upon many factors, some of which are not in our control. For example, some of our servicing contracts contain periodic performance payments that are determined by formulas and/or are tied to the performance of our competitors. We also earn certain ancillary fees, such as, for example, late fees, the amount of which can vary significantly from period to period, in most instances due to circumstances over which we have no control. In certain circumstances, incentive payments and ancillary fees can be, and have been, modified or eliminated by a credit owner with little or no notice to us. If certain of our assumptions relating to the amount of incentive payments or ancillary fees we expect to earn and collect in a given period prove to be materially inaccurate, due to the reduction or elimination of any of these fees or otherwise, or if regulators challenge the legitimacy of any of these fees, this could adversely affect our business, financial condition, liquidity and results of operations.

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Lender-placed insurance is under increased scrutiny by regulators and, as a result of the recent sale of substantially all of our insurance agency business, income from sales commissions for lender-placed insurance has been eliminated; however, we remain subject to liability for the period of time during which we received such commissions.

Under certain circumstances, when borrowers fail to maintain hazard insurance on their residences, the owner or servicer of the loan may procure such insurance to protect the loan owner's collateral and pass the premium cost for such insurance on to the borrower. Prior to February 1, 2017, the date we sold our principal insurance agency and substantially all of our insurance agency business, this agency acted as an agent for this purpose, placing the insurance coverage with a third-party carrier for which this agency, in certain circumstances, earned a commission.

Our insurance revenues were historically aligned with the size of our servicing portfolio. However, due to Fannie Mae and Freddie Mac restrictions that became effective on June 1, 2014, as well as other regulatory and litigation developments with respect to lender-placed insurance, our lender-placed insurance commissions began to decrease materially beginning in 2014. On February 1, 2017, we completed the sale of our principal insurance agency and substantially all of our insurance agency business. As a result of this sale, we no longer receive any insurance commissions on lender-placed insurance policies. Commencing February 1, 2017, another insurance agency owned by us (and retained by us following the aforementioned sale) began to provide insurance marketing services to third-party insurance agencies and carriers with respect to voluntary insurance policies, including hazard insurance. This insurance agency receives premium-based commissions for its insurance marketing services.

Notwithstanding the fact that we no longer receive sales commissions on lender-placed insurance, we remain subject to liability for the period of time during which we received such commissions. Under the agreements we entered into in connection with the sale of our principal insurance agency and substantially all of our insurance agency business, we undertook certain ongoing obligations related to the lender-placed and voluntary hazard business, including obligations relating to the provision of services, the continued conduct of our servicing business and certain referral activities. If we fail to perform these obligations, we could have potentially significant liabilities under these agreements.

We may not be able to grow our loan originations business, which could adversely affect our business, financial condition and results of operations.

Our strategy contemplates that, over the next several years, we will capture significant market share and increase revenue in our originations business, driven primarily from increased outbound contact efforts and improved retention. We face many challenges in seeking to implement that strategy. For example, during the next several years we expect the overall size of the national mortgage market will shrink, reflecting the end of key government refinancing programs (such as HARP) and potentially rising interest rates. To achieve our goals, we will need to reorient our originations group to have a greater focus on purchase money mortgages, whereas historically we have emphasized refinancings and have originated relatively few purchase money mortgages, except through our correspondent channel. We are still developing our marketing plans, including digital marketing, to build the purchase money business. In addition, we will need to attract new customers who are not customers of our servicing operations, and to do that we will need to develop new marketing approaches and outbound calling and contact methods and may need to introduce new technologies, such as mobile technologies and the ability to take mortgage applications through our website. We will need to hire and train significant numbers of new loan officers and other employees to support our outbound efforts. We expect to maintain or expand our correspondent channel, and will continue to face intense competition and margin pressure in that area. Many of the elements of the origination strategy require us to do things we have not done in the past, and our efforts may not be successful or may be more expensive and time consuming than we expect. Our implementation efforts will also be dependent upon third parties, such as technology and marketing vendors. If we are unsuccessful in expanding our originations business according to our plans, this could have a material adverse effect on our business, financial position, results of operations and cash flows.

We may be subject to liability for potential violations of predatory lending, antidiscrimination and/or other laws applicable to our mortgage loan originations and servicing businesses, which could adversely impact our results of operations, financial condition and business.

Various federal, state and local laws are designed to discourage predatory lending, discrimination based on certain characteristics and other practices. For example, loans that meet HOEPA’s high-cost coverage tests are subject to special disclosure requirements and restrictions on loan terms. Some states have enacted, or may enact, similar laws or regulations, which in some cases impose restrictions and requirements greater than those in HOEPA. Failure of mortgage loan originators such as Ditech Financial to comply with these laws could subject such originators, including us, to monetary penalties and could result in borrowers rescinding the affected loans. Lawsuits have been brought in various states making claims against originators, servicers, assignees and purchasers of “high-cost” loans for violations of state law. Named defendants in these cases have included numerous participants within the mortgage market. If our mortgage loans are found to have been originated in violation of such laws, we could incur losses, which could materially and adversely impact our results of operations, financial condition and business.

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Antidiscrimination statutes, such as the Fair Housing Act and the ECOA, prohibit creditors from discriminating against loan applicants and borrowers based on certain characteristics, such as race, religion and national origin. Various federal regulatory agencies and departments, including the DOJ and CFPB, take the position that these laws apply not only to intentional discrimination, but also to neutral practices that have a “disparate impact” on protected classes. These regulatory agencies, as well as consumer advocacy groups and plaintiffs’ attorneys, are becoming more aggressive in asserting claims that the practices of lenders and loan servicers result in a “disparate impact” on protected classes. While the U.S. Supreme Court has held that the “disparate impact” theory applies to cases brought under the Fair Housing Act, the U.S. Supreme Court was not presented with, and did not decide, the question of whether the theory applies under the ECOA. Thus, it remains unclear whether and to what extent the “disparate impact” theory applies under the ECOA and, as a result, we and the residential mortgage industry must attempt to comply with shifting and potentially conflicting interpretations as to such application, and we could be exposed to potential liability for any failure to comply.

The expiration of, or changes to, government mortgage modification, refinancing or other programs could adversely affect future revenues.

Under HAMP, HARP and similar government programs, a participating servicer may be entitled to receive financial incentives in connection with any mortgage refinancing or modification plans it enters into with eligible borrowers and subsequent success fees to the extent that a borrower remains current in any agreed upon loan modification. We participate in and have dedicated numerous resources to HAMP and HARP, benefiting from fees and from significant loan originations volumes. The HAMP application deadline was December 31, 2016 and the HARP program is scheduled to expire on December 31, 2018 . As a result of the termination or expiration of these programs, our refinancing and modification volumes, revenues and margins are expected to decline in 2018. Further changes in the legislation or regulations relating to these or other loan modification programs, including changes to borrower qualification requirements, could have a material adverse effect on our business, financial condition and results of operations. Termination or expiration of the HAMP or HARP programs could have a significant adverse effect on our originations volumes, revenues and margins.

We depend on the accuracy and completeness of information about borrowers and counterparties and any misrepresented information could adversely affect our business, financial condition and results of operations.

In deciding whether to extend credit to borrowers or to enter into other transactions with counterparties, we rely on information furnished to us by or on behalf of borrowers and counterparties, including income and credit history, financial statements and other financial information. We also rely on representations of borrowers and counterparties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors. If any of this information is intentionally or negligently misrepresented and such misrepresentation is not detected prior to loan funding, which has occurred from time to time, the value of the loan has been, and may be, significantly lower than expected. Whether a misrepresentation is made by the loan applicant, the mortgage broker, correspondent lender, another third party or one of our employees, we generally bear the risk of loss associated with the misrepresentation. We, however, may not have detected or may not detect all misrepresented information in our loan originations or from our business clients. Therefore, any such misrepresented information could adversely affect our business, financial condition and results of operations.

Within our correspondent channel, the correspondent lenders with whom we do business underwrite and fund mortgage loans, then sell the closed mortgage loans to us. During the third quarter of 2016, we re-entered the wholesale originations channel. Within the wholesale channel we originate mortgage loans for borrowers referred to us by mortgage brokers. These loans are underwritten and funded by us and generally close in our name, and we bear the underwriting risk with respect to such loans from a regulatory perspective, but we typically rely upon the mortgage brokers with whom we do business to interact with the borrowers in order to gather the information necessary for us to underwrite and fund such loans. Our correspondent and wholesale counterparties are generally obligated to repurchase any loans we originated through such counterparties for which a misrepresentation has been made, and/or agree to indemnify us for certain losses we may incur in connection with any such misrepresentation. However, such counterparties may not have sufficient resources to repurchase loans from us or make indemnification payments to us, and any failure by such counterparties to satisfy any applicable repurchase or indemnification requirements could adversely affect our business, financial condition and results of operations.

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We may be required to make indemnification payments relating to, and/or repurchase, mortgage loans we sold or securitized, or will sell or securitize, if our representations and warranties relating to these mortgage loans are inaccurate at the time the loan is sold or securitized, or under other circumstances.

To finance our future operations, we generally sell or securitize the loans that we originate or purchase through our correspondent and other channels. Our contracts relating to the sale or securitization of such loans contain provisions that require us, under certain circumstances, to make indemnification payments relating to, and/or repurchase, such loans. Our indemnification and repurchase obligations vary contract by contract, but such contracts typically require us to either make an indemnification payment and/or repurchase a loan if, among other things:


•	our representations and warranties relating to the loan are materially inaccurate, including but not limited to representations concerning loan underwriting, regulatory compliance or property appraisals;


•	we fail to secure adequate mortgage insurance within a certain period after closing; or


•	the borrower fails to make certain initial loan payments due to the purchaser.

We believe that our maximum repurchase exposure under such contracts is the origination UPB of all mortgage loans we have sold or securitized. At December 31, 2017 , our maximum exposure to repurchases due to potential breaches of representations and warranties was $69.0 billion and was based on the original UPB of loans sold from the beginning of 2013 through the year ended December 31, 2017 , adjusted for voluntary payments made by the borrower on loans for which we perform servicing. To recognize the potential mortgage loan repurchase or indemnification losses, we have recorded a reserve of $16.8 million at December 31, 2017 . In 2017 , we incurred losses of $1.7 million related to such indemnification and repurchase activity. If our mortgage loan originations increase in the future, our indemnification and repurchase requests may also increase. During periods of elevated mortgage payment delinquency rates and declining housing prices, originators have experienced, and may in the future continue to experience, an increase in loan repurchase and indemnification claims due to actual or alleged breaches of representations and warranties in connection with the sale or servicing of mortgage loans. The estimate of our loan repurchase and indemnification liability is subjective and based upon our projections of the future incidence of loan repurchase and indemnification claims, as well as loss severities. Losses incurred in connection with loan repurchase and indemnification claims may be in excess of our estimates (including our estimate of liabilities we will assume in an acquisition and factor into our purchase price). Our reserve for indemnification and repurchase obligations may increase in the future. If we are required to make indemnification payments with respect to, and/or repurchase, mortgage loans that we originate and sell or securitize in amounts that result in losses that exceed our reserve, this could adversely affect our business, financial condition and results of operations.

From time to time, the FHFA proposes revisions to the GSEs' standard representation and warranty framework, under which the GSEs require lenders to repurchase mortgage loans under certain circumstances. For example, in January 2013, the FHFA sought to relieve lenders of obligations to repurchase loans that had clean payment histories for 36 months. In May 2014, the FHFA and the GSEs announced additional clarifications. We cannot predict how recent or future changes to the GSEs' representation and warranty framework will impact our business, liquidity, financial condition and results of operations.

We service and securitize reverse loans and, until early 2017, originated reverse loans, which subjects us to risks and could have a material adverse effect on our business, liquidity, financial condition and results of operations.

The principal reverse loan product we originated and currently service is the HECM, an FHA-insured loan that must comply with FHA and other regulatory requirements. The reverse loan business is subject to substantial risks, including market, credit, interest rate, liquidity, operational, reputational and legal risks. A reverse loan (e.g., a HECM) is a loan available to seniors aged 62 or older that allows homeowners to borrow money against the value of their home. We depend on our ability to securitize reverse loans, subsequent draws, mortgage insurance premiums and servicing fees, and our liquidity and profitability would be adversely affected if our ability to access the securitization market were to be limited or if the margins we earn in connection with such securitizations were to be reduced. Defaults on reverse loans leading to foreclosures may occur if borrowers fail to meet maintenance obligations, fail to pay taxes or home insurance premiums, fail to meet occupancy requirements or the last remaining borrower passes away. An increase in foreclosure rates may increase our cost of servicing. We may become subject to negative publicity in the event that defaults on reverse mortgages lead to foreclosures or evictions of homeowners.

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As a reverse loan servicer, we are responsible for funding any credit drawdowns by borrowers in a timely manner, remitting to credit owners interest accrued, paying for interest shortfalls, and funding advances such as taxes and home insurance premiums. During any period in which a borrower is not making required real estate tax and property insurance premium payments, we may be required under servicing agreements to advance our own funds to pay property taxes, insurance premiums, legal expenses and other protective advances. We also may be required to advance funds to maintain, repair and market real estate properties. In certain situations, our contractual obligations may require us to make certain advances for which we may not be reimbursed. In addition, in the event a reverse loan serviced by us defaults or becomes delinquent, the repayment to us of the advance may be delayed until the reverse loan is repaid or refinanced or liquidation occurs. A delay in our ability to collect advances may adversely affect our liquidity, and our inability to be reimbursed for advances could adversely affect our business, financial condition or results of operations. Advances are typically recovered upon weekly or monthly reimbursement or from securitization in the market. We could receive requests for advances in excess of amounts we are able to fund, which could materially and adversely affect our liquidity. All of the above factors could have a material adverse effect on our business, liquidity, financial condition and results of operations.

Our reverse mortgage business has been unprofitable and we expect losses to continue in this segment.

Our reverse mortgage business generated significant losses before income tax in each of 2016 and 2017. We expect to continue to generate losses in that segment. We service a substantial portfolio of reverse loans and expect to incur continued losses on that servicing activity. We expect these losses will be driven by the costs of servicing defaulted reverse loans that are a part of our securitized portfolio, including appraisal-based claims, shortfalls between the debenture rate we receive on defaulted loans and the note rate we must continue to pay, property preservation expenses, curtailment costs and other servicing costs. To mitigate the expected losses in the reverse segment, in 2017 we ceased originating new reverse mortgages, having concluded that the cost of expanding the originations business was no longer justified based on probabilities of successfully growing that business to scale. We will continue to fund undrawn amounts available to borrowers of reverse loans we have made. We expect our results to continue to include meaningful revenues from HECM IDL funding activity for the next several years; however, such amounts will be lower in the following years due to our decision to exit the originations business.

If our estimated liability with respect to interest curtailment obligations arising out of servicing errors is inaccurate, or additional errors are found, and we are required to record additional material amounts, there may be an adverse impact on our results of operations or financial condition.

Subsequent to the completion of our acquisition of RMS, we discovered a failure by RMS to record certain liabilities to HUD, FHA and/or credit owners related to servicing errors by RMS. FHA regulations provide that servicers meet a series of event-specific timeframes during the default, foreclosure, conveyance, and mortgage insurance claim cycles. Failure to timely meet any processing deadline may stop the accrual of debenture interest otherwise payable in satisfaction of a claim under the FHA mortgage insurance contract and the servicer may be responsible to HUD for debenture interest that is not self-curtailed by the servicer, or for making the credit owner whole for any interest curtailed by FHA due to not meeting the required event-specific timeframes.

We had a curtailment obligation liability of $106.1 million at December 31, 2017 related to the foregoing, which reflects management’s best estimate of the probable incurred claim. The curtailment liability is recorded in payables and accrued liabilities on the consolidated balance sheets. We assumed $46.0 million of this liability through the acquisition of RMS, which resulted in a corresponding offset to goodwill and deferred tax assets. During the year ended December 31, 2017 , we recorded a provision, net of expected third-party recoveries, related to the curtailment liability of $14.0 million . We have potential estimated maximum financial statement exposure for an additional $147.7 million related to similar claims, which are reasonably possible, but which we believe are primarily the responsibility of third parties (e.g., prior servicers and/or credit owners). Our potential exposure to a substantial portion of this additional risk relates to the possibility that such third parties may claim that we are responsible for the servicing liability or that we exacerbated an existing failure by the third party. The actual amount, if any, of this exposure is difficult to estimate and requires significant management judgment as curtailment obligations continue to be an industry issue. While we are pursuing, and will continue to pursue, mitigation efforts to reduce both the direct exposure and the reasonably possible third-party-related exposure, we cannot assure you that any such efforts will be successful.

We had a curtailment obligation liability of $34.8 million at December 31, 2017 related to Ditech Financial's mortgage loan servicing, which we assumed through an acquisition of servicing rights. We are obligated to service the related mortgage loans in accordance with Ginnie Mae requirements, including repayment to credit owners for advances and interest curtailment. The curtailment liability is recorded in payables and accrued liabilities on the consolidated balance sheets.

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We cannot assure you that we will not discover additional facts resulting in changes to our estimated liability. To the extent we are required to record additional amounts as liabilities, there may be an adverse impact on our results of operations or financial condition.

See Item 3. Legal Proceedings and Note 30 to our Consolidated Financial Statements for additional information.

We may be unable to fund our HECM repurchase obligations, and/or face delays in our ability to make such repurchases, or we may be unable to convey repurchased HECM loans to the FHA, which could have a material adverse effect on our business, liquidity, financial condition and results of operations.

We issue HMBS collateralized by HECM loans we originated and HECM tails. Under the Ginnie Mae HMBS program, we are required to repurchase a HECM loan from an HMBS pool we have issued when the outstanding principal balance of the HECM loan is equal to or greater than 98% of the maximum claim amount. There can be no assurance that we will have access to the funding necessary to satisfy our repurchase obligations, particularly if our actual repurchase obligations materially exceed our estimated repurchase obligations. See the Liquidity and Capital Resources section of Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional information.

When we repurchase a HECM loan that is not in default from an HMBS pool, we must fund such repurchase until we convey the repurchased HECM loan to and receive reimbursement from the FHA, which generally occurs within 90 days of repurchase (assuming the repurchased loan continues to perform during such time and there are no other factors that cause a delay in conveying the repurchased HECM loan to the FHA). If a repurchased HECM loan goes into default (e.g., if the borrower has failed to pay real estate taxes or property insurance premiums) following our repurchase of such loan from an HMBS pool but prior to our conveyance of such loan to the FHA, or is in default at the time we repurchase such loan from an HMBS pool, the FHA will not accept such loan and we must continue to service such loan until the default is cured or we otherwise satisfy FHA requirements relating to foreclosure of the loan and sell the underlying property. Thus, we are exposed to financing risk when we must repurchase a HECM loan from an HMBS pool, which risk is exacerbated if such loan is in default at the time of repurchase or goes into default prior to our conveyance of such loan to the FHA. In addition, we may be exposed to risk of loss of principal when a HECM loan goes into default, which risk is exacerbated for defaulted loans we seek to foreclose upon. Foreclosure of a HECM loan can be an expensive and lengthy process that could have a substantial negative effect on our anticipated return on the foreclosed HECM loan, especially in circumstances where we make an appraisal-based claim to the FHA with respect to a HECM loan because we have not been able to liquidate the underlying property for an acceptable price within the timeframe established by the FHA. The number of appraisal-based claims we make to the FHA is impacted by a variety of factors, including real estate market conditions and the geographic composition of our HECM loan portfolio. If we make a significant number of appraisal-based claims to the FHA this could have a material adverse effect on our business, liquidity, financial condition and results of operations.

During 2017 , our HECM repurchases amounted to approximately $1.3 billion , with a balance of approximately $808.5 million at the end of 2017 , an increase from approximately $347.0 million at the end of 2016. We expect our repurchase obligations to increase through 2018 and in subsequent years, but the amount of repurchase obligations we will incur in any specific period in the future is uncertain, as it will be affected by, among other things, the rate at which borrowers draw down on amounts available under their HECM loans. In addition, the balance of funds we must commit to repurchases (and the related cost of such funding) will depend in part on how long we must hold and service such loans after repurchasing them, and recent regulatory changes and practices have adversely affected the amount of time we must hold and service such loans following repurchase. As our funding needs increase for repurchased HECMs, we will seek to enter into new, or increase the capacity of existing, lending facilities to provide a portion of such funds; however, we cannot be certain such new facilities will be available or that our existing facilities will be extended or increased.

When we securitize HECM loans into HMBS, we are required to covenant and warrant to Ginnie Mae, among other things, that the HECM loans related to each participation included in the HMBS are eligible under the requirements of the National Housing Act and the Ginnie Mae Mortgage-Backed Securities Guide, and that we will take all actions necessary to continue to ensure the HECM loans continued eligibility. The Ginnie Mae HMBS program requires that we repurchase the participation related to any HECM loan that does not meet the requirements of the Ginnie Mae Mortgage-Backed Securities Guide. Significant repurchase requirements could materially adversely affect our business, financial condition, liquidity and results of operations.

If we are unable to fund our HECM repurchase obligations, for example because new or increased lending facilities are not available or in the event that our repurchase obligations in any period significantly exceed our expectations, face delays in our ability to make such repurchases, or are unable to convey repurchased HECM loans to the FHA, our business, liquidity, financial condition and results of operations could be materially adversely affected.

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We may suffer operating losses as a result of not being fully reimbursed for certain costs and interest expenses on our HECM loans, or if we fail to originate or service such loans in conformity with the FHA’s guidelines.

The FHA will reimburse us for most HECM loan losses incurred by us, up to the maximum claim amount, if, upon disposition of the collateral a deficit exists between the value of the collateral and the loan balance. However, there are certain costs and expenses that the FHA will not reimburse. Additionally, the FHA pays the FHA debenture rate instead of the loan interest rate from the date the loan becomes due and payable to the date of disposition of the property or final appraisal. In the event the note rate we are required to pay to an HMBS investor exceeds the FHA debenture rate, we will suffer an interest rate loss.

To obtain such reimbursement from the FHA, we must file a claim under the FHA mortgage insurance contract. Under certain circumstances, if we file a reimbursement claim that is inaccurate, we could be the subject of a claim under the False Claims Act, which imposes liability on any person who knowingly makes a false or fraudulent claim for payment to the U.S. government. Potential penalties are significant, as these actions may result in treble damages.

Additionally, if we fail to service HECM loans in conformity with the FHA’s guidelines, we could lose our right to service the portfolio or be subject to financial penalties that could affect our ability to receive loss claims or result in the curtailment of FHA debenture rate reimbursement. The FHA may also at its discretion request indemnification from a lender on a possible loss on a HECM loan if it determines that the loan was not originated or serviced in conformity with its rules or regulations.

A loss of RMS' approved status under reverse loan programs operated by FHA, HUD or Ginnie Mae could adversely affect our business.

In order to service HECM loans, RMS must maintain its status as an approved FHA mortgagee and an approved Ginnie Mae issuer and servicer. RMS must comply with FHA’s and Ginnie Mae’s respective regulations, guides, handbooks, mortgagee letters and all participants’ memoranda. If RMS defaults under its program obligations to Ginnie Mae, Ginnie Mae has a right to terminate the approved status of RMS, seize the MSR of RMS without compensation (which includes the right to be reimbursed for outstanding advances from the FHA), demand indemnification for its losses, and impose administrative sanctions, which may include civil money penalties.

Each of our subsidiaries that is a Ginnie Mae issuer (i.e. Ditech Financial and RMS) has also entered into a cross default agreement with Ginnie Mae, which provides that, upon the default by a subsidiary under an applicable Ginnie Mae program agreement, Ginnie Mae will have the right to (i) declare a default on all other pools and loan packages of that subsidiary and all pools and loan packages of any affiliated Ginnie Mae issuer that executed the cross default agreement and (ii) exercise any other remedies available under applicable law against each of the affiliated Ginnie Mae issuers. As a result, a default by RMS under its obligations to Ginnie Mae could lead to Ginnie Mae declaring a default by Ditech Financial in relation to its obligations to Ginnie Mae.

Any discontinuation of, or significant reduction or material change in, the operation of the FHA, HUD or government entities like Ginnie Mae, or the loss of RMS' approved FHA mortgagee or Ginnie Mae issuer or servicer status, could have a material adverse effect on our overall business and our financial position, results of operations and cash flows.

If we are unable to fund our tail commitments or securitize our HECM loans (including tails), this could have a material adverse effect on our business, financial condition, liquidity and results of operations.

We have originated and continue to service HECM loans under which the borrower has additional undrawn borrowing capacity in the form of undrawn lines of credit. We are obligated to fund future borrowings drawn on that capacity. As of December 31, 2017 , our commitment to fund additional borrowing capacity was $1.0 billion . In addition, we are required to make interest payments on HMBS issued in respect of HECM loans and to pay mortgage insurance premiums on behalf of HECM borrowers. We normally fund these obligations on a short-term basis using our cash resources, and from time to time securitize these amounts (along with our servicing fees) through the issuance of tails. If our cash resources are insufficient to fund these amounts and we are unable to fund them through the securitization of such tails, this could have a material adverse effect on our business, financial condition, liquidity and results of operations.

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A downgrade in our credit ratings could negatively affect our cost of, and ability to access, capital.

Our ability to obtain adequate and cost effective financing depends in part on our credit ratings. Our credit ratings have been downgraded in the past, and are subject to revision, including downgrade, or withdrawal at any time by the assigning rating agency. A negative change in our ratings outlook or any downgrade in our current credit ratings by the rating agencies that provide such ratings could adversely affect our cost of borrowing and/or access to sources of liquidity and capital. Such a downgrade could adversely affect our access to the public and private credit markets and increase the costs of borrowing under available credit lines, which could adversely affect our business, financial condition, results of operations and cash flows. Refer to the Ratings section under Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional information relating to our credit ratings.

Changes in interest rates could materially and adversely affect our volume of mortgage loan originations or reduce the value of our MSR, either of which could have a material adverse effect on our business, financial position, results of operations or cash flows.

Historically, rising interest rates have generally been associated with a lower volume of loan originations and lower pricing margins due to a disincentive for borrowers to refinance at a higher interest rate, while falling interest rates have generally been associated with higher loan originations and higher pricing margins, due to an incentive for borrowers to refinance at a lower interest rate. Accordingly, increases in interest rates could materially and adversely affect our mortgage loan origination volume, which could have a material and adverse effect on our overall business, consolidated financial position, results of operations or cash flows. In addition, changes in interest rates may require us to post additional collateral under certain of our financing arrangements and derivative agreements, which could impact our liquidity.

Changes in interest rates are also a key driver of the performance of our Servicing segment as the values of our MSR are highly sensitive to changes in interest rates. Historically, the value of our MSR has increased when interest rates rise, as higher interest rates lead to decreased prepayment rates, and has decreased when interest rates decline, as lower interest rates lead to increased prepayment rates. As a result, substantial volatility in interest rates materially affects our mortgage servicing business, as well as our consolidated financial position, results of operations and cash flows.

In addition, rising interest rates could (i) require us to post additional collateral under certain of our financing arrangements, which could adversely impact our liquidity, (ii) negatively impact our reverse loan business, (iii) negatively impact our mortgage loan origination volumes, and (iv) have other material and adverse effects on our business, consolidated financial position, results of operations or cash flows, such as, for example, generally making it more expensive for us to fund our various businesses. In a declining interest rate environment, we have been, and could in the future be, required to post additional collateral under certain of our derivative arrangements, which could adversely impact our liquidity.

Failure to hedge effectively against interest rate changes may adversely affect results of operations.

We currently use derivative financial instruments, primarily forward sales commitments, to manage exposure to interest rate risk and changes in the fair value of IRLCs and mortgage loans held for sale. We may also enter into commitments to purchase MBS as part of our overall hedging strategy. In the future, we may seek to manage our interest rate exposure by using interest rate swaps and options. The nature and timing of hedging transactions may influence the effectiveness of a given hedging strategy, and no hedging strategy is consistently effective. Poorly designed strategies, improperly executed and documented transactions or inaccurate assumptions could increase our risks and losses. In addition, hedging strategies involve transaction and other costs. Our hedging strategies and the derivatives that we use may not completely offset the risks of interest rate volatility and our hedging transactions may result in or magnify losses. Furthermore, interest rate derivatives may not be available at all, or at favorable terms, particularly during economic downturns. Any of the foregoing risks could adversely affect our business, financial condition or results of operations.

Additional risks related to hedging include:


•	interest rate hedging can be expensive, particularly during periods of volatile interest rates;


•	available interest rate hedges may not correspond directly with the interest rate risk for which protection is sought;


•	the duration of the hedge may not match the duration of the related liability;


•	the credit quality of the party owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction;


•	the party owing money in the hedging transaction may default on its obligation to pay; and


•	a court could rule that such an agreement is not legally enforceable.

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Technology failures or cyber-attacks against us or our vendors could damage our business operations and reputation, increase our costs, and result in significant third-party liability.

The financial services industry as a whole is characterized by rapidly changing technologies. System disruptions and failures caused by fire, power loss, telecommunications failures, unauthorized intrusion (e.g., cyber-attack), computer viruses and disabling devices, natural disasters and other similar events, may interrupt or delay our ability to provide services to our borrowers. Security breaches (which we have experienced and may in the future experience), acts of vandalism and developments in computer intrusion capabilities could result in a compromise or breach of the technology that we use to protect our borrowers' personal information and transaction data. Systems failures could result in reputational damage to our business and cause us to incur significant costs and third-party liability, and this could adversely affect our business, financial condition or results of operations. See the Cybersecurity section of Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations for additional information relating to cybersecurity.

We transitioned a significant portion of our mortgage servicing business to MSP, a mortgage and consumer loan servicing platform, and problems relating to the transition to, and implementation of, MSP have interfered with, and could continue to interfere with, our business and operations.

On April 1, 2016, we transitioned the Fannie Mae loans that we service to MSP, a mortgage and consumer loan servicing platform. We have invested significant capital and human resources in connection with the transition to and implementation of MSP, and we expect that we will continue to invest significant capital and human resources in refining our use of MSP with the goal of maximizing efficiencies available to us following such transition. We have experienced decreases in productivity and increased costs as our employees implement and become familiar with the new system, and there can be no assurance that we will not continue to do so in the future. Any disruptions, delays or deficiencies in our implementation or refinement efforts, particularly any disruptions, delays or deficiencies that impact our operations, including loss of customer data, could have a material adverse effect on our business and operations. Furthermore, the transition to and implementation of MSP was more costly than we initially anticipated and our current estimates for the remaining cost and time required to completely transition to and refine MSP may be wrong. The cost of maintaining other servicing platforms alongside MSP is significant, and our plans to become a more efficient mortgage servicer depend in part upon us achieving significant cost reductions and efficiencies in relation to our servicing platforms. If we are unable to achieve these goals, our financial position, results of operations and cash flows could be adversely impacted.

We may be unable to protect our technology or keep up with the technology of our competitors.

We rely on proprietary and licensed software, and other technology, proprietary information and intellectual property to operate our business and to provide us with a competitive advantage. However, we may be unable to maintain and protect, or prevent others from misappropriating or otherwise violating, our rights in such software, technology, proprietary information and intellectual property. In addition, some competitors may have software and technologies that are as good as or better than our software and technology, which could put us at a disadvantage. Some of our systems are based on old technologies that are no longer in common use, and it may become increasingly difficult and expensive to maintain those systems. Our failure to maintain, protect and continue to develop our software, technology, proprietary information and intellectual property could adversely affect our business, financial condition or results of operations.

Any failure of our internal security measures or those of our vendors, or breach of our privacy protections, could cause harm to our reputation and subject us to liability.

In the ordinary course of our business, we receive and store certain confidential nonpublic information concerning borrowers including names, addresses, social security numbers and other confidential information. Additionally, we enter into third-party relationships to assist with various aspects of our business, some of which require the exchange of confidential borrower information. Breaches of security may occur through intentional or unintentional acts by those having authorized or unauthorized access to our systems or our clients' or counterparties' confidential information, including employees and customers, as well as hackers, and through electronic, physical or other means. If such a compromise or breach of our security measures or those of our vendors occurs, and confidential information is misappropriated, it could cause interruptions in our operations and/or expose us to significant liabilities, reporting obligations, remediation costs and damage to our reputation. Significant damage to our reputation or the reputation of our clients could negatively impact our ability to attract or retain clients. Any of the foregoing risks could adversely affect our business, financial condition or results of operations.

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While we have obtained insurance to cover us against certain cybersecurity risks and information theft, there can be no guarantee that all losses will be covered or that the insurance limits will be sufficient to cover such losses.

We have obtained insurance coverage that protects us against losses from unauthorized penetration of company technology systems, employee theft of customer and/or company private information, and company liability for third-party vendors who mishandle company information. This insurance includes coverage for third-party losses as well as costs incidental to a breach of company systems such as notification, credit monitoring and identity theft resolution services. However, there can be no guarantee that every potential loss due to cyber-attack or theft of information has been insured against, nor that the limits of the insurance we have acquired will be sufficient to cover all such losses.

Our vendor relationships subject us to a variety of risks.

We have vendors that, among other things, provide us with financial, technology and other services to support our businesses. With respect to vendors engaged to perform activities required by servicing or originations criteria or regulatory requirements, we are required to take responsibility for assessing compliance with the applicable servicing or originations criteria or regulatory requirements for the applicable vendor and are required to have procedures in place to provide reasonable assurance that the vendor’s activities comply in all material respects with servicing or originations criteria or regulatory requirements applicable to the vendor. We have taken steps to strengthen our vendor oversight program, but there can be no assurance that our program is sufficient. In the event that a vendor’s activities do not comply with the servicing or originations criteria or regulatory requirements, it could materially negatively impact our business.

In addition, we rely on third-party vendors for certain services important or critical to our business, such as Black Knight Financial Services, LLC, with whom we have signed a long-term loan servicing agreement for the use of MSP. If our current vendors, particularly the vendors that provide important or critical services to us, were to stop providing such services to us on acceptable terms, or if there is any other material disruption in the provision of such services, we may be unable to procure such services from other vendors in a timely and efficient manner and on acceptable terms, or at all. Further, we may incur significant costs to resolve any such disruptions in service and this could adversely affect our business, financial condition and results of operations.

We have also recently increased the use of offshore vendors generally, especially with respect to certain of our technology functions. Our reliance on third-party vendors in other countries exposes us to disruptions in the political and economic environment in those countries and regions. Further, any changes to existing laws or the enactment of new legislation restricting offshore outsourcing by companies based in the U.S. may adversely affect our ability to outsource functions to third-party offshore service providers. Our ability to manage any such difficulties would be largely outside of our control, and our inability to utilize offshore service providers could have a material adverse effect on our business, financial condition, results of operations, cash flows and securities.

Negative public opinion could damage our reputation and adversely affect our earnings.

Reputational risk, or the risk to our business, earnings and capital from negative public opinion, is inherent in our business. Negative public opinion can result from our actual or alleged conduct in any number of activities, including lending, loan servicing, debt collection practices, corporate governance, and our Chapter 11 Case, and from actions taken by government regulators and community organizations in response to those activities. Negative public opinion can also result from complaints filed with regulators, social media and traditional news media coverage, whether accurate or not. Negative public opinion can adversely affect our ability to attract and retain customers, counterparties and employees and can expose us to litigation and regulatory action. Although we take steps to minimize reputation risk in dealing with our customers and communities, this risk will always be present in our organization.

By combining our servicing and originations businesses under the single "Ditech" brand, we may have increased the risk that adverse publicity in one area of the business could hurt the performance of other parts of the business. In particular, our ability to grow our originations business (which is a key part of our business strategy) could be limited by negative publicity arising from our servicing business, which now operates under the same Ditech brand. Our servicing business has generated a significant number of complaints filed with regulators such as the CFPB and also negative publicity in the press and social media. Further, the reverse mortgage business generally has generated adverse publicity, in part because reverse mortgage borrowers are relatively elderly and are perceived as vulnerable. Although the terms and requirements of the HECM product have been changed from time to time to address perceived origination abuses, we continue to service older HECM loans originated under different requirements. As the servicer of HECM loans, from time to time we are required to foreclose on and evict delinquent borrowers, who are likely to be elderly. This has attracted, and may continue to attract, adverse publicity.

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The industry in which we operate is highly competitive, and, to the extent we fail to meet these competitive challenges or otherwise do not achieve our strategic initiatives, it could have a material adverse effect on our business, financial position, results of operations or cash flows.

We operate in a highly competitive industry that could become even more competitive as a result of economic, legislative, regulatory or technological changes. We compete with a great number of competitors in the mortgage banking market for both the servicing and originations businesses as well as in our reverse mortgage and complementary businesses. Key competitors include financial institutions and non-bank servicers and originators. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources, and typically have access to greater financial resources and lower funding costs. All of these factors place us at a competitive disadvantage. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more favorable relationships than we can. Competition to service mortgage loans may result in lower margins. Because of the relatively limited number of servicing customers, our competitive position is impacted by our ability to differentiate ourselves from our competitors through our servicing platform and our failure to meet the performance standards or other expectations of any one of such customers could materially impact our business. We cannot assure you that the competitive pressures we face will not have a material adverse effect on our business, financial condition or results of operations.

From time to time, we embark upon various strategic initiatives for our business, including without limitation initiatives relating to acquisitions and dispositions of MSR and other assets, changes in the mix of our fee-for-service business including by entering into new subservicing arrangements, reducing our debt, improving our servicing performance, developing and growing certain portions of our business such as our mortgage originations capabilities, the use of capital partners, cost savings and operational efficiencies, and other matters. Our ability to achieve such initiatives is dependent upon numerous factors, many of which are not in our control. Our failure to achieve some or all of our strategic initiatives in a timely and efficient manner, or at all, could have a material adverse effect on our business, financial condition, liquidity and results of operations.

We may not realize all of the anticipated benefits of past, pending or potential future acquisitions or joint venture investments, which could adversely affect our business, financial condition and results of operations.

Our ability to realize the anticipated benefits of past, pending or potential future acquisitions will depend, in part, on our ability to integrate these acquisitions into our business and is subject to certain risks, including:


•	our ability to successfully combine the acquired businesses with ours;


•	whether the combined businesses will perform as expected;


•	the possibility that we inaccurately value assets or businesses we acquire, that we pay more than the value we will derive from the acquisitions, or that the value declines after the acquisition;


•	the reduction of our cash available for operations and other uses;


•	the disruption to our operations inherent in making numerous acquisitions over a relatively short period of time;


•	the disruption to the ongoing operations at the acquired businesses;


•	the incurrence of significant indebtedness to finance our acquisitions;


•	the assumption of certain known and unknown liabilities of the acquired businesses;


•	uncoordinated market functions;


•	unanticipated issues and delays in integrating the acquired business or any information, communications or other systems;


•	unanticipated incompatibility of purchasing, logistics, marketing and administration methods;


•	unanticipated liabilities associated with the acquired business, assets or joint venture;


•	additional costs or capital requirements beyond forecasted amounts;


•	delays in the completion of acquisitions, including due to delays in or the failure to obtain approvals from governmental or regulatory entities;


•	lack of expected synergies, failure to realize the anticipated benefits we expect to realize from the acquisition or joint venture, or failure of the assets or businesses we acquire to perform at levels meeting our expectations;


•	not retaining key employees; and


•	the diversion of management's attention from ongoing business concerns.

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Our current business plan contemplates that we will accelerate our integration and centralization, many parts of which we acquired in transactions over several years. We believe that such integration will enable us to achieve considerable cost savings and increases in efficiency and operational oversight. However, there are costs associated with implementing integration changes and there are considerable risks involved in such integration efforts, including the risks of operational breakdowns and unwanted personnel losses during the period of transition. We may be unsuccessful in implementing our integration plan on time or at all, and the integration efforts could be more costly than expected and could yield lower savings and efficiency benefits than planned. If we are not able to successfully combine the acquired businesses and assets with ours within the anticipated time frame, or at all, the anticipated benefits of the acquisitions may not be realized fully, or at all, or may take longer to realize than expected, the combined businesses and assets may not perform as expected, and the value of our common stock may be adversely affected.

Further, prices at which acquisitions can be made fluctuate with market conditions. We have experienced times during which acquisitions could not be made in specific markets at prices we considered acceptable, and we expect that we will experience this condition in the future. In addition, in order to finance an acquisition we may borrow funds, thereby increasing our leverage and diminishing our liquidity, or raise additional capital, which could dilute the interests of our existing shareholders. Also, it is possible that we will expend considerable resources in the pursuit of an acquisition that, ultimately, either does not close or is terminated. If we incur additional indebtedness to finance an acquisition, the acquired business may not be able to generate sufficient cash flow to service that additional indebtedness.

We cannot assure you that future acquisitions or joint ventures will not adversely affect our results of operations and financial condition, or that we will realize all of the anticipated benefits of any future acquisitions or joint ventures.

We use, and will continue to use, analytical models and data in connection with, among other things, developing our strategy, pricing new business and the valuation of certain investments we make, and any incorrect, misleading or incomplete information used in connection therewith may subject us to potential risks.

Due to the complexity of our business, we rely on, and will continue to rely on, various analytical models, information and data, some of which is supplied by third parties, in connection with, among other things, developing our strategy, pricing new business and the valuation of certain investments we make. Should our models or such data prove to be incorrect or misleading, any decision made in reliance thereon exposes us to potential risks. Some of the analytical models that we use or will be used by us are predictive in nature. The use of predictive models has inherent risks and may incorrectly forecast future behavior, leading to potential losses. We also use and will continue to use valuation models that rely on market data inputs. If incorrect market data is input into a valuation model, even a tested and well-respected valuation model, it may provide incorrect valuations and, as a result, could provide adverse actual results as compared to the predictive results.

We use estimates in determining the fair value of certain assets. If our estimates prove to be incorrect, we may be required to write down the value of these assets, which could adversely affect our earnings.

We estimate the fair value for certain assets (including MSR) and liabilities by calculating the present value of expected future cash flows utilizing assumptions that we believe are used by market participants. The methodology used to estimate these values is complex and uses asset-specific collateral data and market inputs for interest and discount rates and liquidity dates.

Valuations are highly dependent upon the reasonableness of our assumptions and the predictability of the relationships that drive the results of our valuation methodologies. If prepayment speeds increase more than estimated, delinquency and default levels are higher than anticipated or other events occur, we may be required to write down the value of certain assets, which could adversely affect our earnings.

Accounting rules for our business continue to evolve, are highly complex, and involve significant judgments and assumptions. Changes in accounting interpretations or assumptions could impact our financial statements.

Accounting rules for our business, such as the rules for determining the fair value measurement and disclosure of financial instruments, are highly complex and involve significant judgment and assumptions. These complexities could lead to a delay in the preparation of financial information and the delivery of this information to our stockholders. Changes in accounting interpretations or assumptions related to fair value could impact our financial statements and our ability to timely prepare our financial statements.

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Impairment charges relating to our goodwill or other intangible assets could adversely affect our financial performance.

At December 31, 2017 , we had $47.7 million of goodwill and $8.7 million of other intangible assets. We evaluate goodwill for impairment at the reporting unit level as of October 1 of each year, or whenever events or circumstances indicate potential impairment. A significant decline in our reporting unit performance, increases in equity capital requirements, increases in the estimated cost of debt or equity, a significant adverse change in the business climate or a sustained decline in the price of our common stock may necessitate our taking charges in the future related to the impairment of our goodwill. We incurred impairment charges of $326.3 million during 2016. We are likely to continue to be impacted in the near term by certain company-specific matters, overall market performance within the sector, and a continued level of regulatory scrutiny. As a result, market capitalization, overall economic and sector conditions and other events or circumstances, including the ability to execute on our strategic objectives, amongst other factors, will continue to be regularly monitored by management. Unanticipated outcomes in these areas may result in an impairment of goodwill and/or intangible assets and have a related impact on income taxes in the future. If we determine that our goodwill or another intangible asset is impaired, we may be required to record additional significant charges to earnings that could adversely affect our financial condition and operating results.

We identified material weaknesses in our internal controls over financial reporting for the year ended December 31, 2016, one of which has not been remediated as of December 31, 2017. Further, an additional material weakness in internal controls over financial reporting was identified for the year ended December 31, 2017. If we do not adequately address these material weaknesses, if we have other material weaknesses or significant deficiencies in our internal controls over financial reporting in the future, or if we otherwise do not maintain effective internal controls over financial reporting, we could fail to accurately report our financial results, which may materially adversely affect our business and financial condition.

Section 404 of the Sarbanes-Oxley Act of 2002 requires us to evaluate and report on our internal controls over financial reporting and have our independent auditors issue their own opinion on our internal controls over financial reporting. Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. A material weakness is defined by the standards issued by the Public Company Accounting Oversight Board as a deficiency or a combination of deficiencies in internal controls over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

We concluded at December 31, 2016 that there were material weaknesses in internal controls over financial reporting related to operational processes associated with Ditech Financial default servicing activities and to the technical review of the valuation of deferred tax assets, which caused us to restate our Annual Report on Form 10-K for the year ended December 31, 2016. While we have completed the steps necessary to remediate the material weakness over deferred tax asset valuation, we have concluded that the steps taken to remediate the material weakness associated with Ditech Financial default servicing activities were not effective. Accordingly, this material weakness remains as of December 31, 2017. Further, a new material weakness was identified for the year ended December 31, 2017 related to the accuracy of the data utilized in the valuation calculation of fair value of MSR.

While we continue to take actions to improve the effectiveness of our internal controls over financial reporting and remediate the material weaknesses, if our remediation efforts are insufficient to address the material weaknesses, or if additional material weaknesses in our internal controls are discovered in the future, they may adversely affect our ability to record, process, summarize and report financial information timely and accurately and, as a result, our financial statements may contain material misstatements or omissions. Refer to Part II, Item 9A. Controls and Procedures for further information regarding these material weaknesses and our related remediation plans.

It is possible that additional material weaknesses and/or significant deficiencies could be identified by our management or by our independent auditing firm in the future, or may occur without being identified. The existence of any material weakness or significant deficiency could require management to devote significant time and incur significant expense to remediate such weakness or deficiency and management may not be able to remediate the same in a timely manner. Any such weakness or deficiency, even if remediated quickly, could result in regulatory scrutiny or lead to a default under our indebtedness. Furthermore, any material weakness requiring disclosure could cause investors to lose confidence in our reported financial condition, materially affect the market price and trading liquidity of our debt instruments, reduce the market value of our common stock and otherwise materially adversely affect our business and financial condition.

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If we fail to maintain compliance with the continued listing standards of the NYSE, it may result in the delisting of our common stock from the NYSE and have other negative implications under our material agreements with lenders and counterparties.

Our common stock is currently listed for trading on the NYSE, and the continued listing of our common stock on the NYSE is subject to our compliance with a number of listing standards. On August 11, 2017, we received written notification from the NYSE that we were considered to be out of compliance with a NYSE continued listing standard because our average global market capitalization over a consecutive 30 trading-day period had fallen below $50.0 million at the same time our stockholders' equity was less than $50.0 million.

Pursuant to the Prepackaged Plan, as described herein, on February 9, 2018, our previously existing common stock was canceled and we issued common stock that began trading on the NYSE on February 12, 2018. On February 28, 2018, we received a notice from the NYSE that we remain out of compliance with the market capitalization and stockholders’ equity continued listing requirement.

We are working with the NYSE to maintain the listing of our common stock.

If we are unable to cure any event of noncompliance with any continued listing standard of the NYSE within the applicable timeframe and other parameters set forth by the NYSE, or if we fail to maintain compliance with certain continued listing standards that do not provide for a cure period, it will result in the delisting of our common stock from the NYSE, which could negatively impact the trading price, trading volume and liquidity of, and have other material adverse effects on, our common stock. If our common stock is delisted from the NYSE, this could also have negative implications on our business relationships and under our material agreements with lenders and other counterparties.

Our business could suffer if we fail to attract, or retain, highly skilled senior managers and other employees and changes in our executive management team have been and may be disruptive to, or cause uncertainty in, our business.

Our future success will depend on our ability to identify, hire, develop, motivate and retain highly qualified personnel for all areas of our organization, in particular skilled managers, loan servicers, debt default specialists, loan officers and underwriters. Trained and experienced personnel are in high demand and may be in short supply in some areas. Many of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment. In addition, we invest significant time and expense in training our employees, which increases their value to competitors who may seek to recruit them. We may not be able to attract, develop and maintain an adequate skilled workforce necessary to operate our businesses and labor expenses may increase as a result of a shortage in the supply of qualified personnel. If we are unable to attract and retain such personnel, we may not be able to take advantage of acquisitions and other growth opportunities that may be presented to us and this could materially affect our business, financial condition and results of operations.

We have been reducing our workforce size and reducing the number of sites at which we operate, and as a result of these changes we have lost experienced personnel, including senior managers, have incurred transition costs and have had impaired efficiency in certain parts of our business during periods of change. We expect to continue to make further changes in our site footprint and to seek further personnel efficiencies, which could adversely affect our operations and results in future periods. As a result of the uncertainty these changes generate, it may be harder for us to retain or attract skilled employees in the future.

The experience of our senior managers is a valuable asset to us. While our senior management team has significant experience in the residential loan originations and servicing industry, we have recently experienced significant senior management turnover, including with our Chief Executive Officer and Chief Financial Officer. On February 20, 2018, Anthony N. Renzi stepped down from his position as Chief Executive Officer and President of the Company, and the Board appointed Jeffrey P. Baker to serve as Interim Chief Executive Officer and President of the Company, while continuing in his role as President of RMS. We continue to evaluate internal and external candidates to serve as permanent Chief Executive Officer and President, and have engaged an executive search firm to assist in that process. On February 1, 2018, Gerald A. Lombardo joined the Company and, effective February 9, 2018, succeeded Gary Tillett as Chief Financial Officer. Disruptions in management continuity could result in operational or administrative inefficiencies and added costs, which could adversely impact our results of operations and stock price, and may make recruiting for future management positions more difficult or costly. The loss of the services of our senior managers, or our recent, or any future, turnover at the senior management level, as well as risks associated with integrating a significant number of senior level employees into our operations and potential disruptions if one or more of the new employees are not successful, could adversely affect our business.

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Our failure to deal appropriately with potential conflicts of interest relating to our relationship with WCO could damage our reputation, expose us to regulatory and other risks, and adversely affect our business.

Certain of our current and former officers, employees and/or Board members have served, or currently serve, as officers and/or Board members of WCO, which could create the perception of conflicts of interest between such persons’ duties to us and their duties to WCO. In addition, potential conflicts of interest could develop regarding various other matters in connection with the recently completed sale of substantially all of WCO’s assets and WCO’s subsequent, ongoing liquidation. We attempt to manage such potential conflicts through our practices, our internal compliance policies and procedures, and the policies and agreements we negotiated with WCO, although no assurance can be given that conflicts have not, and will not in the future, nevertheless arise.

Appropriately dealing with conflicts of interest is complex and difficult and our reputation could be damaged if we fail, or appear to fail, to deal appropriately with one or more potential or perceived conflicts of interest. It is possible that potential or perceived conflicts could give rise to disagreements with WCO or regulatory enforcement actions as a result of GTIM’s prior obligations as the investment advisor to WCO, or result in a breach of the restrictive covenants contained in our debt agreements. Regulatory scrutiny of, or litigation in connection with, conflicts of interest or other matters relating to our relationship with WCO could have a material adverse effect on our reputation, hamper our ability to raise additional funds or to achieve certain of our strategic objectives, discourage counterparties to do business with us, and damage our investment in WCO, and could have a material adverse effect on our business, financial condition, liquidity and results of operations.

Additionally, WCO’s qualification as a REIT through the time of its liquidation for tax purposes, which occurred in December 2016, involved the application of highly technical and complex Internal Revenue Code provisions for which only limited judicial and administrative authorities exist, and even a technical or inadvertent violation could have jeopardized WCO’s REIT qualification in applicable tax years (thereby causing, among other consequences, WCO to be subject to corporate-level U.S. federal income taxes in such years) and could adversely affect our relationship with WCO and expose us to liability. Although we believe WCO qualified as a REIT through its liquidation for tax purposes, no assurance can be given in that regard.

Risks Related to Our Organization and Structure

Certain provisions of Maryland law and our Articles of Amendment and Restatement could prevent a change of control or limit stockholders' influence on the management of our business.

Certain provisions of the MGCL may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change in our control under circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then prevailing market price of such shares. We are subject to the "business combination" provisions of the MGCL that, subject to limitations, prohibit certain business combinations between us and an "interested stockholder" (defined generally as any person who beneficially owns, directly or indirectly, 10% or more of our then outstanding voting stock or an affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner, directly or indirectly, of 10% or more of our then outstanding stock) or an affiliate thereof for five years after the most recent date on which the stockholder becomes an interested stockholder and, thereafter, imposes special appraisal rights and supermajority stockholder voting requirements on these combinations. These provisions of the MGCL do not apply to business combinations that are approved or exempted by the board of directors of a corporation prior to the time that the interested stockholder becomes an interested stockholder. Pursuant to the statute, our Board of Directors has by resolution exempted business combinations between us and any other person, provided that the business combination is first approved by our Board of Directors. This resolution may be altered or repealed in whole or in part at any time. If this resolution is repealed, or our Board of Directors does not otherwise approve a business combination, this statute may discourage others from trying to acquire control of us and may increase the difficulty of consummating any offer.

The "control share" provisions of the MGCL provide that "control shares" of a Maryland corporation (defined as shares which, when aggregated with all other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in the election of directors) acquired in a "control share acquisition" (defined as the acquisition of issued and outstanding "control shares," subject to certain exceptions) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding votes entitled to be cast by the acquirer of control shares, our officers and our employees who are also our directors. Our bylaws contain a provision exempting from the control share acquisition statute any and all acquisitions by any person of our shares of stock. There can be no assurance that this provision will not be amended or eliminated at any time in the future.

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The "unsolicited takeover" provisions of the MGCL permit our Board of Directors, without stockholder approval and regardless of what is currently provided in our charter or bylaws, to implement certain provisions if we have a class of equity securities registered under the Exchange Act and at least three independent directors. These provisions may have the effect of inhibiting a third party from making an acquisition proposal for us or of delaying, deferring or preventing a change in our control under circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then current market price.

Our Articles of Amendment and Restatement provide that our Board of Directors is classified. The Preferred Stock Directors, serving in Class I and Class II, were designated by our Senior Noteholders and the Common Stock Directors, serving in Class III, were designated by us. The initial terms of the Class I directors will expire at our annual meeting in 2018, the Class II directors in 2019 and the Class III directors in 2020, with directors being elected thereafter to serve three-year terms. During the period commencing on the Effective Date and terminating on February 9, 2020 , for so long as any preferred stock is outstanding, only the holders of preferred stock, voting separately as a class, will be entitled to elect Preferred Stock Directors, and Preferred Stock Directors will be nominated by, and Preferred Stock Director vacancies will be filled by, the Preferred Stock Directors then in office. During such period, only the holders of our successor common stock, voting separately as a class, will be entitled to elect the Common Stock Directors, and Common Stock Directors will be nominated by, and Common Stock Director vacancies will be filled by, the Common Stock Directors then in office.

From the Effective Date to and including August 9, 2019, we may not, without the approval of at least seven (7) of the nine (9) members of the Board of Directors then in office, (i) sell all or substantially all of our assets, (ii) enter into any transaction pursuant to which a change in control (as defined in the Articles of Amendment and Restatement) would occur, (iii) increase or decrease the size of the Board of Directors, or (iv) amend, alter or repeal certain provisions of our Articles of Amendment and Restatement.

Our authorized but unissued shares of common and preferred stock may prevent a change in our control.

Our charter authorizes us to issue additional authorized but unissued shares of common or preferred stock. In addition, our Board of Directors may, without stockholder approval, classify or reclassify any unissued shares of common or preferred stock into other classes or series of stock and set the preferences, rights and other terms of the classified or reclassified shares. As a result, our Board of Directors may establish a class or series of shares of common or preferred stock that could delay or prevent a transaction or a change in control that might involve a premium price for our shares of common stock.

Our common stock price may experience substantial volatility, which may affect your ability to sell our common stock at an advantageous price.

The market price of our common stock has been and may continue to be volatile. Any such volatility may affect the ability to sell our common stock at an advantageous price. Market price fluctuations in our common stock may be due to a variety of factors, including our emergence from bankruptcy on February 9, 2018 and the transactions executed by us in connection therewith, our available liquidity, public announcements we may make from time to time, and a variety of additional factors including, without limitation, those set forth under these “Risk Factors.”

Our preferred stock and warrants may adversely affect the market price of our common stock.

The market price of our common stock may be influenced by our preferred stock and warrants. The market price of our common stock could become more volatile and could be depressed by investors’ anticipation of the potential resale in the market of a substantial number of additional shares of our common stock received upon conversion of the preferred stock or exercise of warrants; possible sales of our common stock by investors who view our preferred stock or warrants as a more attractive means of equity participation than owning our shares of common stock; and hedging or arbitrage trading activity that may develop involving our preferred stock, warrants and common stock.

Future sales of our common stock in the public market or the issuance of securities senior to our common stock, or the perception that these sales may occur, could adversely affect the trading price of our common stock and our ability to raise funds in stock offerings.

A significant number of our shares of common stock may be held by a relatively small number of investors. Further, we entered into a Registration Rights Agreement with certain investors in our common stock, warrants and preferred stock pursuant to which we have agreed to file a registration statement with the SEC to facilitate potential future sales of securities. Sales by us or our stockholders of a substantial number of shares of our common stock in the public markets, or even the perception that these sales might occur (such as upon the filing of the aforementioned registration statement), could cause the market price of our common stock to decline or could impair our ability to raise capital through a future sale of, or pay for acquisitions using, our equity securities.

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We are currently authorized to issue 100,000,000 shares of stock, consisting of 90,000,000 shares of common stock and 10,000,000 shares of preferred stock, including 100,000 shares of preferred stock, having the preferences, conversion rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption set forth in the Articles Supplementary. As of March 23, 2018 , we had outstanding 4,252,500 shares of common stock and warrants to purchase an aggregate of 12,993,750 shares of our common stock. In addition, as of March 23, 2018 , we have 11,497,500 shares of common stock reserved for issuance upon conversion of the preferred stock.

We have also reserved an additional 3,193,750 shares for future issuance to our directors, officers and employees pursuant to our equity incentive plan. The potential issuance of such additional shares of common stock may create downward pressure on the trading price of our common stock.

We may issue common stock or other equity securities, including additional preferred stock, senior to our common stock (in terms of dividends, liquidation rights or voting rights) in the future for a number of reasons, including to finance acquisitions and to satisfy our obligations upon the exercise of warrants or conversion of preferred stock, or for other reasons. We cannot predict the effect, if any, that future sales or issuances of shares of our common stock or other equity securities, or the availability of shares of common stock or such other equity securities for future sale or issuance, will have on the trading price of our common stock.

SEC rules for determining beneficial ownership under the Exchange Act, as applied to our capital structure, may increase the likelihood of relatively small holders (on an economic interest basis) of our securities becoming subject to Section 13 and Section 16 of the Exchange Act, which may negatively impact the market for such securities.

Beneficial owners of more than 10% of our outstanding common stock are subject to reporting requirements in respect of their initial ownership of and subsequent transactions in our common stock, pursuant to Section 13 and Section 16 of the Exchange Act. Under our capital structure, the number of shares of common stock issuable upon conversion or exercise of preferred stock or warrants is substantially larger than the number of currently outstanding shares of common stock. SEC rules for calculating beneficial ownership provide that a holder of our preferred stock or warrants would include the common stock issuable to such holder upon the conversion or exercise of such securities in both the ownership (numerator) and total shares outstanding (denominator). For purposes of determining the beneficial ownership under the Exchange Act of any holder of our common stock, preferred stock or warrants, the number of shares outstanding (denominator) does not include the amount of common stock that would be outstanding if all outstanding shares of preferred stock or warrants were converted or exercised, the impact of which would be significantly dilutive. Accordingly, holders of our common stock, preferred stock and warrants may be deemed to have beneficial ownership that significantly exceeds their underlying economic interest, causing them to possibly become subject to Section 16 and/or Section 13 of the Exchange Act.

The composition of our Board of Directors has changed significantly upon emergence from Chapter 11.

The Prepackaged Plan caused the composition of our Board of Directors to change significantly. The new directors have different backgrounds, experiences and perspectives from those individuals who previously served on the Board of Directors and, thus, may have different views on the issues that will determine our future. As a result, our future strategy and plans may differ materially from those of the past.

The Prepackaged Plan was based in part upon assumptions, projections and analyses developed by us. If these assumptions, projections and analyses prove to be incorrect in any material respect, the expected business and financial performance contemplated by the Prepackaged Plan may not be successfully implemented.

The Prepackaged Plan was based in part on assumptions and analyses based on our experience and perception of historical trends, current conditions at the time and expected future developments, as well as other factors that we considered appropriate under the circumstances. Whether actual future results and developments will be consistent with our expectations and assumptions depends on a number of factors, including but not limited to: (i) our ability to maintain customers’ confidence in our viability as a continuing entity and to attract and retain sufficient business from them; (ii) our ability to retain key employees; and (iii) the overall strength and stability of general economic conditions and the mortgage servicing and originations industry. The failure of any of these factors could materially adversely affect the success of our businesses.

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Risks Related to Our Relationship with Walter Energy

We may become liable for U.S. federal income taxes allegedly owed by the Walter Energy consolidated group for 2009 and prior tax years. We cannot predict how Walter Energy’s recent bankruptcy filing in Alabama may affect the outcome of these matters.

We may become liable for U.S. federal income taxes allegedly owed by the Walter Energy consolidated group for 2009 and prior tax years. Under federal law, each member of a consolidated group for U.S. federal income tax purposes is severally liable for the federal income tax liability of each other member of the consolidated group for any year in which it was a member of the consolidated group at any time during such year. Certain of our former subsidiaries (which were subsequently merged or otherwise consolidated with certain of our current subsidiaries) were members of the Walter Energy consolidated tax group prior to our spin-off from Walter Energy on April 17, 2009. As a result, to the extent the Walter Energy consolidated group’s federal income taxes (including penalties and interest) for such tax years are not favorably resolved on the merits or otherwise paid, we could be liable for such amounts.

Walter Energy Tax Matters. According to Walter Energy’s Form 10-Q, or the Walter Energy Form 10-Q, for the quarter ended September 30, 2015 (filed with the SEC on November 5, 2015) and certain other public filings made by Walter Energy in its bankruptcy proceedings currently pending in Alabama, described below, as of the date of such filing, certain tax matters with respect to certain tax years prior to and including the year of our spin-off from Walter Energy remained unresolved, including certain tax matters relating to: (i) a “proof of claim” for a substantial amount of taxes, interest and penalties with respect to Walter Energy’s fiscal years ended August 31, 1983 through May 31, 1994, which was filed by the IRS in connection with Walter Energy’s bankruptcy filing on December 27, 1989 in the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division; (ii) an IRS audit of Walter Energy’s federal income tax returns for the years ended May 31, 2000 through December 31, 2008; and (iii) an IRS audit of Walter Energy’s federal income tax returns for the 2009 through 2013 tax years.

Walter Energy 2015 Bankruptcy Filing. On July 15, 2015, Walter Energy filed for Chapter 11 bankruptcy in the U.S. Bankruptcy Court for the Northern District of Alabama. On August 18, 2015, Walter Energy filed a motion with the Florida bankruptcy court requesting that the court transfer venue of its disputes with the IRS to the Alabama bankruptcy court. In that motion, Walter Energy asserted that it believed the liability for the years at issue "will be materially, if not completely, offset by the [r]efunds" asserted by Walter Energy against the IRS. The Florida Bankruptcy Court transferred venue of the matter to the Alabama Bankruptcy Court, where it remains pending.

On November 5, 2015, Walter Energy, together with certain of its subsidiaries, entered into the Walter Energy Asset Purchase Agreement with Coal Acquisition, a Delaware limited liability company formed by members of Walter Energy’s senior lender group, pursuant to which, among other things, Coal Acquisition agreed to acquire substantially all of Walter Energy’s assets and assume certain liabilities, subject to, among other things, a number of closing conditions set forth therein. On January 8, 2016, after conducting a hearing, the Alabama Bankruptcy Court entered an order approving the sale of Walter Energy's assets to Coal Acquisition free and clear of all liens, claims, interests and encumbrances of the debtors. The sale of such assets pursuant to the Walter Energy Asset Purchase Agreement was completed on March 31, 2016 and was conducted under the provisions of Sections 105, 363 and 365 of the Bankruptcy Code. Based on developments in the Alabama bankruptcy proceedings following completion of this asset sale, such asset sale appears to have resulted in (i) limited value remaining in Walter Energy’s bankruptcy estate and (ii) to date, limited recovery for certain of Walter Energy’s unsecured creditors, including the IRS.

On January 9, 2017, Walter Energy filed with the Alabama Bankruptcy Court a motion to convert its Chapter 11 bankruptcy case to a Chapter 7 liquidation. In that motion, Walter Energy stated that, other than with respect to 1% of the equity of the acquirer of Walter Energy's core assets, no prospect of payment of unsecured claims exists. On January 23, 2017, the IRS filed an objection to Walter Energy's motion to convert, in which the IRS requested that a judgment be entered against Walter Energy in connection with the tax matters described above. The IRS further asserted that entry of a final judgment was necessary so that it could pursue collection of tax liabilities from former members of Walter Energy's consolidated group that are not debtors.

On January 30, 2017, the Alabama Bankruptcy Court held a hearing at which it denied the IRS's request for entry of a judgment and announced its intent to grant Walter Energy's motion to convert. The Alabama Bankruptcy Court entered an order on February 2, 2017 converting Walter Energy's Chapter 11 bankruptcy to a Chapter 7 liquidation. During February 2017, Andre Toffel was appointed Chapter 7 trustee of Walter Energy's bankruptcy estate .

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We cannot predict whether or to what extent we may become liable for federal income taxes of the Walter Energy consolidated tax group during the tax years in which we were a part of such group, in part because we believe, based on publicly available information, that: (i) the amount of taxes owed by the Walter Energy consolidated tax group for the periods from 1983 through 2009 remains unresolved; and (ii) in light of Walter Energy’s conversion from a Chapter 11 bankruptcy to a Chapter 7 bankruptcy, it is unclear whether the IRS will seek to make a direct claim against us for such taxes. Further, because we cannot currently estimate our liability, if any, relating to the federal income tax liability of Walter Energy’s consolidated tax group during the tax years in which we were a part of such group, we cannot determine whether such liabilities, if any, could have a material adverse effect on our business, financial condition, liquidity and/or results of operations.

Tax Separation Agreement. In connection with our spin-off from Walter Energy, we and Walter Energy entered into a Tax Separation Agreement, dated April 17, 2009. Notwithstanding any several liability we may have under federal tax law described above, under the Tax Separation Agreement, Walter Energy agreed to retain full liability for all U.S. federal income or state combined income taxes of the Walter Energy consolidated group for 2009 and prior tax years (including any interest, additional taxes or penalties applicable thereto), subject to limited exceptions. We therefore filed proofs of claim in the Alabama bankruptcy proceedings asserting claims for any such amounts to the extent we are ultimately held liable for the same. However, we expect to receive little or no recovery from Walter Energy for any filed proofs of claim for indemnification.

It is unclear whether claims made by us under the Tax Separation Agreement would be enforceable against Walter Energy in connection with, or following the conclusion of, the various Walter Energy bankruptcy proceedings described above, or if such claims would be rejected or disallowed under bankruptcy law. It is also unclear whether we would be able to recover some or all of any such claims given Walter Energy’s limited assets and limited recoveries for unsecured creditors in the Walter Energy bankruptcy proceedings described above.

Furthermore, the Tax Separation Agreement provides that Walter Energy has, in its sole discretion, the exclusive right to represent the interests of the consolidated group in any audit, court proceeding or settlement of a claim with the IRS for the tax years in which certain of our former subsidiaries were members of the Walter Energy consolidated tax group. However, in light of the conversion of Walter Energy’s bankruptcy proceeding from a Chapter 11 proceeding to a Chapter 7 proceeding, we may choose to take a direct role in proceedings involving the IRS’s claim for tax years in which we were a member of the Walter Energy consolidated tax group. Moreover, the Tax Separation Agreement obligates us to take certain tax positions that are consistent with those taken historically by Walter Energy. In the event we do not take such positions, we could be liable to Walter Energy to the extent our failure to do so results in an increased tax liability or the reduction of any tax asset of Walter Energy. These arrangements may result in conflicts of interests between us and Walter Energy, particularly with regard to the Walter Energy bankruptcy proceedings described above.

Lastly, according to its public filings, Walter Energy’s 2009 tax year is currently under audit. Accordingly, if it is determined that certain distribution taxes and other amounts are owed related to our spin-off from Walter Energy in 2009, we may be liable under the Tax Separation Agreement for all or a portion of such amounts.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our executive and principal administrative office and our Originations segment are located in Fort Washington, Pennsylvania in a 191,000 square foot facility, which is leased under a long-term lease. Our Servicing segment has centralized servicing operations located in Saint Paul, Minnesota, Tempe, Arizona, Rapid City, South Dakota and Jacksonville, Florida in leased office space ranging between 58,000 and 171,000 square feet. Our Reverse Mortgage segment operations centers lease office space of 34,000 and 68,000 square feet in Charlotte, North Carolina and Houston, Texas, respectively. Certain administrative and corporate operations and other activities included in our Other non-reportable segment are conducted at our Tampa, Florida location in approximately 29,000 square feet of leased office space. In addition, our field servicing and regional operations lease approximately 25 smaller offices located throughout the U.S. Our lease agreements have terms that expire through 2026 , exclusive of renewal option periods. We believe that our leased facilities are adequate for our current requirements.

We are continuing to review our assets and activities and are advancing analysis and developing strategies with respect to any assets and activities we no longer deem to be a core part of the Company's operations. Our Irving, TX location was closed during 2017, and our remaining sites continue to undergo strategic review, which could result in additional site closings or other outcomes. We are also reevaluating our previously disclosed intention to consolidate, over time, our operations into three Ditech sites - Fort Washington, PA; Jacksonville, FL; and Tempe, AZ; and one RMS site - Houston, TX.

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ITEM 3. LEGAL PROCEEDINGS

We are, and expect that, from time to time, we will continue to be involved in litigation, arbitration, examinations, inquiries, investigations and claims. These include pending examinations, inquiries and investigations by governmental and regulatory agencies, including but not limited to state attorneys general and other state regulators, Offices of the U.S. Trustees and the CFPB, into whether certain of our residential loan servicing and originations practices, bankruptcy practices and other aspects of our business comply with applicable laws and regulatory requirements.

From time to time, we have received and may in the future receive subpoenas and other information requests from federal and state governmental and regulatory agencies that are examining or investigating us. We cannot provide any assurance as to the outcome of these exams or investigations or that such outcomes will not have a material adverse effect on our reputation, business, prospects, results of operations, liquidity or financial condition.

Chapter 11 Case

On November 30, 2017, Walter Investment Management Corp. filed a Bankruptcy Petition under the Bankruptcy Code to pursue the Prepackaged Plan announced on November 6, 2017. On January 17, 2018, the Bankruptcy Court approved the amended Prepackaged Plan and on January 18, 2018, entered a confirmation order approving the Prepackaged Plan. On February 9, 2018, the Prepackaged Plan became effective pursuant to its terms and Walter Investment Management Corp. emerged from the Chapter 11 Case. The Company continued to operate throughout the Chapter 11 Case and upon emergence changed its name to Ditech Holding Corporation. From and after effectiveness of the Prepackaged Plan, the Company has continued, in its previous organizational form, to carry out its business. On the Effective Date, all of our previously existing equity interests, including our predecessor common stock, were canceled. Our obligations under the Convertible Notes and Senior Notes, except to the limited extent set forth in the Prepackaged Plan, were also extinguished. For a more detailed discussion of our emergence, refer to the Emergence from Reorganization Proceedings under Part II, Item 7. Management’s Discussion and Analysis of Financial Conditions and Analysis.

During the pendency of the Chapter 11 Case, the Bankruptcy Court granted relief enabling us to conduct our business activities in the ordinary course, including, among other things and subject to the terms and conditions of such orders, authorizing us to pay employee wages and benefits, to pay taxes and certain governmental fees and charges, to continue to operate our cash management system in the ordinary course, and to pay the pre-petition claims of certain of our vendors. For goods and services provided following the Petition Date, we paid vendors in full under normal terms.

Other Legal Matters

RMS received a subpoena dated June 16, 2016 from the Office of Inspector General of HUD requiring RMS to produce documents and other materials relating to, among other things, the origination, underwriting and appraisal of reverse mortgages for the time period since January 1, 2005. RMS subsequently received an additional subpoena from the Office of Inspector General of HUD dated January 12, 2017 requesting certain documents and information relating to the origination and underwriting of certain specified loans. This investigation, which is being conducted in coordination with the U.S. Department of Justice, Civil Division, could lead to a demand or claim under the False Claims Act, which allows for penalties and treble damages, or other statutes.

On July 27, 2016, RMS received a letter from the New York Department of Financial Services requesting information on RMS's reverse mortgage servicing business in New York.

RMS received a subpoena dated March 30, 2017 from the Office of the Attorney General of the State of New York requiring RMS to produce documents and information relating to, among other things, the servicing of HECMs insured by the FHA during the period since January 1, 2012.

We are cooperating with these inquiries relating to RMS.

We have received various subpoenas for testimony and documents, motions for examinations pursuant to Federal Rule of Bankruptcy Procedure 2004, and other information requests from certain Offices of the U.S. Trustees, acting through trial counsel in various federal judicial districts, seeking information regarding an array of our policies, procedures and practices in servicing loans to borrowers who are in bankruptcy and our compliance with bankruptcy laws and rules. We have provided information in response to these subpoenas and requests and have met with representatives of certain Offices of the U.S. Trustees to discuss various issues that have arisen in the course of these inquiries, including our compliance with bankruptcy laws and rules. We cannot predict the outcome of the aforementioned proceedings and inquiries, which could result in requests for damages, fines, sanctions, or other remediation. We could face further legal proceedings in connection with these matters. We may seek to enter into one or more agreements to resolve these matters. Any such agreement may require us to pay fines or other amounts for alleged breaches of law and to change or otherwise remediate our business practices. Legal proceedings relating to these matters and the terms of any settlement agreement could have a material adverse effect on our reputation, business, prospects, results of operations, liquidity and financial condition.

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Since mid-2014, we have received subpoenas for documents and other information requests from the offices of various state attorneys general who have, as a group and individually, been investigating our mortgage servicing practices. We have provided information in response to these subpoenas and requests and have had discussions with representatives of the states involved in the investigations to explain our practices. We cannot predict whether litigation or other legal proceedings will be commenced by, or an agreement will be reached with, one or more states in relation to these investigations. Any legal proceedings and any agreement resolving these matters could have a material adverse effect on our reputation, business, prospects, results of operation, liquidity and financial condition.

We are involved in litigation, including putative class actions, and other legal proceedings concerning, among other things, lender-placed insurance, private mortgage insurance, bankruptcy practices, property preservation practices, servicing/foreclosure fees and costs, employment practices, the Consumer Financial Protection Act, the Fair Debt Collection Practices Act, the TCPA, the Fair Credit Reporting Act, TILA, RESPA, EFTA, the ECOA, and other federal and state laws and statutes. In addition, there have been various legal and regulatory developments in Nevada regarding liens asserted by HOAs for unpaid HOA assessments. Credit owners may assert claims against servicers such as Ditech Financial for failure to advance sufficient funds to cover unpaid HOA assessments and protect the credit owner’s interest in the subject property. We service numerous loans in Nevada and are involved in litigation and other legal proceedings affected by, or related to, these HOA matters.

In Kamimura, Lee C. v. Green Tree Servicing LLC , filed on April 8, 2016 in the U.S. District Court for the District of Nevada, Ditech Financial is subject to a putative nationwide class action suit alleging FCRA violations by obtaining credit bureau information without a permissible purpose after the discharge of debt owed to Ditech Financial pursuant to Chapter 13 of the Bankruptcy Code. The plaintiff in this suit, on behalf of himself and others similarly situated, seeks actual and punitive damages, statutory penalties, and attorneys’ fees and litigation costs.

Ditech Financial is also subject to several putative class action suits alleging violations of the TCPA for placing phone calls to plaintiffs’ cell phones using an automatic telephone dialing system without their prior consent. The plaintiffs in these suits, on behalf of themselves and others similarly situated, seek statutory damages for both negligent and knowing or willful violations of the TCPA.

A federal securities fraud complaint was filed against the Company, George M. Awad, Denmar J. Dixon, Anthony N. Renzi, and Gary L. Tillett on March 16, 2017. The case, captioned Courtney Elkin, et al. vs. Walter Investment Management Corp., et al. , Case No. 2:17-cv-02025-JCJ, is pending in the Eastern District of Pennsylvania. The court has appointed a lead plaintiff in the action who filed an amended complaint on September 15, 2017. The amended complaint seeks monetary damages and asserts claims under Sections 10(b) and 20(a) of the Exchange Act during a class period alleged to begin on August 9, 2016 and conclude on August 1, 2017. The amended complaint alleges that: (i) defendants made material misstatements about the value of our deferred tax assets; (ii) the material misstatement about the value of our deferred tax assets required us to restate certain financials in our Quarterly Reports on Form 10-Q for the periods ended June 30, 2016, September 30, 2016 and March 30, 2017 and our Annual Report on Form 10-K for the year ended December 31, 2016, and caused us to violate the financial covenants and obligations in agreements with our lenders and GSEs; and (iii) defendants made material misstatements concerning our initiatives to deleverage our capital structure. On November 3, 2017, the lead plaintiff voluntarily dismissed defendant Denmar J. Dixon from the action. On November 14, 2017, the remaining defendants moved to dismiss the amended complaint. From December 1, 2017 to February 9, 2018, the action was stayed pursuant to section 362 of the Bankruptcy Code. On February 15, 2018, the parties reached an agreement in principle to settle the action for $2.95 million subject to the negotiation of a formal settlement agreement, notice to the alleged class, and court approval. The settlement, if completed, is to be paid in part by us and in part by our directors’ and officers’ insurance carrier.

A stockholder derivative complaint purporting to assert claims on behalf of the Company was filed against certain current and former members of our Board of Directors on June 22, 2017. The case, captioned Michael E. Vacek, Jr., et al. vs. George M. Awad, et al ., Case No. 2:17-cv-02820-JCJ, is pending in the Eastern District of Pennsylvania. Plaintiff filed an amended complaint in the action on September 13, 2017. The amended complaint seeks monetary damages for the Company and equitable relief and asserts a claim for breach of fiduciary duty arising out of: (i) a material weakness in our internal controls over financial reporting related to operational processes associated with Ditech Financial default servicing activities, including identifying foreclosure tax liens and resolving such liens efficiently, foreclosure related advances, and the processing and oversight of loans in bankruptcy status, which resulted in several adjustments to reserves during the fourth quarter of 2016; (ii) an accounting error that caused us to overstate the value of our deferred tax assets; and (iii) subpoenas seeking documents relating to RMS’s origination and underwriting of reverse mortgages and loans. The Company and the defendants moved to dismiss the amended complaint on October 5, 2017. Briefing on the motion to dismiss is completed. From December 1, 2017 to February 9, 2018, the action was stayed pursuant to section 362 of the Bankruptcy Code.

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The outcome of all of our regulatory matters, litigations and other legal proceedings (including putative class actions) is uncertain, and it is possible that adverse results in such proceedings (which could include restitution, penalties, punitive damages and injunctive relief affecting our business practices) and the terms of any settlements of such proceedings could, individually or in the aggregate, have a material adverse effect on our reputation, business, prospects, results of operations, liquidity or financial condition. In addition, governmental and regulatory agency examinations, inquiries and investigations may result in the commencement of lawsuits or other proceedings against us or our personnel. Although we have historically been able to resolve the preponderance of our ordinary course litigations on terms we considered acceptable and individually not material, this pattern may not continue and, in any event, individual cases could have unexpected materially adverse outcomes, requiring payments or other expenses in excess of amounts already accrued. Certain of the litigations against us include claims for substantial compensatory, punitive and/or statutory damages, and in many cases the claims involve indeterminate damages. In some cases, including in some putative class actions, there could be fines or other damages for each separate instance in which a violation occurred. Certification of a class, particularly in such cases, could substantially increase our exposure to damages. We cannot predict whether or how any legal proceeding will affect our business relationship with actual or potential customers, our creditors, rating agencies and others. In addition, cooperating in, defending and resolving these legal proceedings consume significant amounts of management time and attention and could cause us to incur substantial legal, consulting and other expenses and to change our business practices, even in cases where there is no determination that our conduct failed to meet applicable legal or regulatory requirements.

For a description of certain legal proceedings, refer to Note 30 to the Consolidated Financial Statements included in this report, which is incorporated by reference herein.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

On the Effective Date, all shares of our predecessor common stock, as well as our Convertible Notes and Senior Notes, were canceled and 4,252,500 shares of common stock, par value $0.01 per share, were issued to the holders of our predecessor common stock and Convertible Noteholders. In addition, on the Effective Date, we issued to the holders of our predecessor common stock and Convertible Noteholders Series A Warrants to purchase up to an aggregate of 7,245,000 shares of common stock at $20.63 per share and Series B Warrants to purchase up to an aggregate of 5,748,750 shares of common stock at $28.25 per share. Further, we issued Second Lien Notes and Convertible Preferred Stock to the Senior Note Holders, which Convertible Preferred Stock is convertible into 11,497,500 shares of common stock, and we reserved 3,193,750 shares of common stock to be issued under our equity incentive plan. We relied, based on the Confirmation Order we received from the Bankruptcy Court, on Section 1145(a)(1) of the Bankruptcy Code to exempt from the registration requirements of the Securities Act (i) the offer and sale of our outstanding common stock to the holders of our predecessor common stock and Convertible Notes, (ii) the offer and sale of the Series A and Series B Warrants to the holders of our predecessor common stock and Convertible Notes, (iii) the offer and sale of the Convertible Preferred Stock and Second Lien Notes to the Senior Note Holders, and (iv) the offer and sale of the common stock issuable upon exercise of the warrants or conversion of the Convertible Preferred Stock. Section 1145(a)(1) of the Bankruptcy Code exempts the offer and sale of securities under a plan of reorganization from registration under Section 5 of the Securities Act and state laws if three principal requirements are satisfied:


•	the securities must be offered and sold under a plan of reorganization and must be securities of the debtor, of an affiliate participating in a joint plan of reorganization with the debtor or of a successor to the debtor under the plan of reorganization;


•	the recipients of the securities must hold claims against or interests in the debtor; and


•	the securities must be issued in exchange, or principally in exchange, for the recipient’s claim against or interest in the debtor.

Our predecessor common stock traded under the symbol "WAC" until the Effective Date. Our successor common stock is listed on the NYSE under the symbol “DHCP” and has been trading on such exchange since February 12, 2018 . No prior established public trading market existed for our successor common stock prior to this date. As of March 23, 2018 , there were 217 record holders of our common stock.

The following table sets forth certain high and low sales prices of our predecessor common stock. There were no cash dividends declared on our common stock for the periods indicated.



	Stock Prices
	High		Low
2017
First quarter ended March 31	$	5.25	$	0.64
Second quarter ended June 30	1.94		0.76
Third quarter ended September 30	1.13		0.30
Fourth quarter ended December 31	0.95		0.31

2016
First quarter ended March 31	$	16.00	$	6.31
Second quarter ended June 30	8.51		2.70
Third quarter ended September 30	4.06		2.24
Fourth quarter ended December 31	8.11		3.77

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We did not pay any cash dividends on our common stock during the fiscal years ended December 31, 2017 and 2016, and we have no current plans to pay any cash dividends on our common stock and instead may retain earnings, if any, for future operations, reinvestment in our business, debt repayment or other purposes. Any decision to declare and pay dividends in the future will be made at the discretion of our Board of Directors and will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions and other factors that our Board of Directors may deem relevant (including restrictions contained in the 2018 Credit Agreement and the Second Lien Notes indenture). These restrictions on dividends are described in greater detail in the Liquidity and Capital Resources section under Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Refer to Note 26 to the Consolidated Financial Statements for additional information regarding dividend restrictions.

Issuer Purchases of Equity Securities

None.

ITEM 6. SELECTED FINANCIAL DATA

Omitted.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our Consolidated Financial Statements and notes thereto included in this report. This discussion contains a number of forward-looking statements, all of which are based on our current expectations and all of which could be affected by uncertainties and risks. Our actual results may differ materially from the results contemplated in these forward-looking statements as a result of many factors including, but not limited to, those described in Part I, Item 1A. Risk Factors. Historical results and trends that might appear should not be taken as indicative of future operations, particularly in light of our emergence from bankruptcy in February 2018 , MSR sales, tax reform, and other regulatory developments discussed throughout this report. Refer to the Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 section located in the forepart in this report for a discussion regarding forward-looking statements.

Defined terms used in this Annual Report on Form 10-K are defined in the Glossary of Terms.

Executive Summary

The Company

On February 9, 2018 , we emerged from our Chapter 11 Case. The Company continued to operate throughout the Chapter 11 Case and upon emergence changed its name to Ditech Holding Corporation. Upon effectiveness of the Prepackaged Plan, the Company has continued, in its previous organizational form, to carry out its business. Refer to the Emergence from Reorganization Proceedings section below for further discussion.

During 2017, we changed our principal executive offices from Tampa, Florida to Fort Washington, Pennsylvania. We have recently undergone several changes in our senior leadership. Effective February 20, 2018, Jeffrey P. Baker commenced service as our Interim Chief Executive Officer and President, succeeding Anthony N. Renzi. Mr. Baker also continues to serve as President of RMS, but no longer serves as our Chief Operations Officer. We have engaged an executive search firm to assist us with the process of identifying internal and external candidates to serve as permanent Chief Executive Officer and President. On February 1, 2018, Gerald A. Lombardo joined the Company and, effective February 9, 2018, succeeded Gary Tillett as Chief Financial Officer.

At December 31, 2017 , we serviced 1.7 million residential loans with a total unpaid principal balance of $207.9 billion . We originated $15.6 billion in mortgage loan volume in 2017 .

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During 2016 and throughout 2017, our strategy was to move towards a fee-for-service model in our servicing business by increasing the proportion of subservicing activity in our business mix. For example, in 2016, we entered into several transactions with NRM pursuant to which we sold MSR to NRM and were retained by NRM to subservice these and other MSR; and in 2017, we began selling MSR to NRM on both a traditional flow sale basis and a concurrent assignment or co-issue basis, each with subservicing retained. Largely as a result of these transactions, and based on unpaid principal loan balance, the portion of our servicing portfolio represented by subservicing rose from 24% (or $62.5 billion in unpaid principal loan balance) at September 30, 2016 to 49% (or $102.7 billion in unpaid principal loan balance) at December 31, 2017 . Our subservicing fees vary considerably from contract to contract, and in general subservicing fees are lower than the servicing fee associated with owning the MSR and servicing the related loans. Therefore, our servicing revenues have been and are expected to continue to be negatively affected by the sale of our MSR, even in situations where we are engaged to subservice the loans relating to such MSR following their sale. However, as the portion of our servicing portfolio represented by subservicing increases, we generally expect to benefit from lower advance funding costs and from the elimination of amortization charges associated with the MSR we have sold. Going forward, we expect to sell servicing rights to third parties on a more selective basis while continuing to grow our subservicing business with third-party servicing rights owners.

During 2017 , we added to the unpaid principal balance of our third-party mortgage loan servicing portfolio with $7.1 billion relating to mortgage loans sold with servicing retained and $4.1 billion relating to subservicing contracts, which was more than offset by $48.0 billion of payoffs, sales and other adjustments, net of recapture activities. In addition, we added to the unpaid principal balance of our third-party reverse loan servicing portfolio with $1.9 billion in new business and tails, which was more than offset by $2.5 billion in payoffs and curtailments.

Our mortgage loan originations business diversifies our revenue base and helps us replenish our servicing portfolio. During 2017 , we originated $6.1 billion of mortgage loans through our consumer and wholesale channels and purchased $9.5 billion of mortgage loans through our correspondent channel. Substantially all of these purchased and originated mortgage loans were added to our servicing portfolio upon loan sale. In addition, we originated and purchased $399.2 million in reverse mortgage volume and issued $426.5 million in HMBS during 2017, although, as discussed below, we exited the reverse mortgage originations business at the beginning of 2017.

Our profitability for the Reverse segment has been and will continue to be negatively impacted by recent changes to HUD requirements, which have led to additional working capital needs in relation to Ginnie Mae buyouts, and by the level of defaults we are experiencing with HECM loans. When a HECM loan is in default, we earn interest at the debenture rate, which is generally lower than the note rate we must pay. Additionally, if we miss HUD prescribed milestones in the foreclosure and claims filing process, HUD curtails the debenture interest being earned on loans in default. For loans in default, servicing costs generally increase as a result of foreclosure related activities such as legal costs, property preservation expense and other costs, which may include bankruptcy related activities. Further, after a foreclosure sale occurs and we obtain title to the property, we are responsible for the sale of the REO property. If we are unable to sell the property underlying a defaulted reverse loan for an acceptable price within the timeframe established by HUD, we are required to make an appraisal-based claim to HUD. In such cases, HUD reimburses us for the loan balance, eligible expenses and debenture interest, less the appraised value of the underlying property. Thereafter, all the risks and costs associated with maintaining and liquidating the property remains with us. We may incur additional losses on REO properties as they progress through the claims and liquidation processes. The significance of future losses associated with appraisal-based claims is dependent upon the volume of defaulted loans, condition of foreclosed properties and the general real estate market.

We manage our Company in three reportable segments: Servicing, Originations, and Reverse Mortgage. A description of the business conducted by each of these segments is provided below:

Servicing - Our Servicing segment performs servicing for our own mortgage loan portfolio, on behalf of third-party credit owners of mortgage loans for a fee and on behalf of third-party owners of MSR for a fee, which we refer to as subservicing. The Servicing segment also operates complementary businesses including asset receivables management that performs collections of post charge-off deficiency balances for third parties and us. In addition, the Servicing segment holds the assets and mortgage-backed debt of the Residual Trusts.

Originations - Our Originations segment originates and purchases mortgage loans that are intended for sale to third parties. In 2017 , the mix of mortgage loans sold by our Originations segment, based on unpaid principal balance, consisted of (i) 50% Fannie Mae conventional conforming loans, (ii) 41% Ginnie Mae loans and (iii) 9% Freddie Mac conventional conforming loans.

Reverse Mortgage - Our Reverse Mortgage segment primarily focuses on the servicing of reverse loans. Effective January 2017, we exited the reverse mortgage originations business. As of December 31, 2017, we did not have any reverse loans remaining in the originations pipeline and have finalized the shutdown of the reverse mortgage originations business. We will continue to fund undrawn amounts available to borrowers under their loans and, from time to time, securitize these amounts.

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Other - As of December 31, 2017, our Other non-reportable segment holds the assets and liabilities of the Non-Residual Trusts and corporate debt.

Overview

Our Servicing segment revenue is primarily impacted by the size and mix of our capitalized servicing and subservicing portfolios and is generated through servicing of mortgage loans for third-party clients and/or credit owners. Net servicing revenue and fees include the change in fair value of servicing rights carried at fair value and the amortization of all other servicing rights. Our servicing fee income generation is influenced by the volume and timing of entrance into subservicing contracts and purchases and sales of servicing rights. The fair value of our servicing rights is largely dependent on the size of the related portfolio, discount rates, and prepayment and default speeds. Our Originations segment revenue, which is primarily comprised of net gains on sales of loans, is impacted by interest rates and the volume of loans locked as well as the margins earned in our various origination channels. Net gains on sales of loans include the cost of additions to the representations and warranties reserve. Our Reverse Mortgage segment is impacted by subservicing contracts, the fair value of reverse loans and HMBS, draws on existing reverse loans, and historically, the volume of new reverse loan originations.

Our results of operations are also affected by expenses such as salaries and benefits, information technology, occupancy, legal and professional fees, the provision for advances, curtailment, interest expense and other operating expenses. Our expenses were also impacted by reorganization items of $37.6 million that were directly attributable to the Chapter 11 Case during 2017, and by non-cash goodwill and intangible assets impairment charges of $326.3 million during 2016. Refer to the Financial Highlights, Results of Operations and Business Segment Results sections below for further information.

Our principal sources of liquidity are the cash flows generated from our business segments and funds available from our master repurchase agreements, mortgage loan servicing advance facilities, issuance of GMBS, issuance of HMBS to fund our tail commitments and sales of MSR, any portion thereof, or other assets. Refer to the Liquidity and Capital Resources section below for additional information.

In connection with the Company’s ongoing evaluation and analysis of various factors and risks that impact its business and operating results, including recent changes to the forward interest rate curve, and the Company’s recent, preliminary 2018 operating performance, including lower originations volumes than expected due in part to an increase in interest rates, the Company now expects that its Adjusted EBITDA for the year ending December 31, 2018 will be materially lower than previously projected. Under its new leadership, the Company continues to develop and execute various strategies to improve the Company’s financial and operating performance. As the outcomes of our efforts are difficult to predict given the complex business and economic environment in which we operate and the risks we face, which are described in Item 1A. Risk Factors and elsewhere herein, we no longer intend to provide guidance relating to financial expectations going forward.

Financial Highlights

2017 Compared to 2016

Total revenues for 2017 were $831.3 million , which represented a decrease of $164.5 million , or 17% , as compared to 2016 . The decrease in revenue reflects a $125.1 million decrease in net gains on sales of loans resulting from an overall lower volume of locked loans and a $38.0 million decrease in insurance revenue due to the sale of our principal insurance agency and substantially all of our insurance agency business during the first quarter of 2017.

Total expenses for 2017 were $1.3 billion , which represented a decrease of $459.8 million , or 26% , as compared to 2016 . The decrease in expenses was driven by $326.3 million in goodwill and intangible assets impairment recorded during 2016, $135.5 million in lower salaries and benefits, and $22.9 million in lower general and administrative expenses, partially offset by $37.6 million in reorganization items recorded during 2017.

We recorded goodwill and intangible assets impairment charges as a result of evaluations performed during 2016. Salaries and benefits decreased primarily as a result of a lower average headcount driven by site closures and various organizational changes to the scale and proficiency of the leadership team and support functions, as well as our exit from the reverse mortgage originations business in early 2017. General and administrative expenses decreased primarily as a result of lower contractor costs, servicer interest expense and transformation expenses as well as other cost savings, offset in part by higher costs associated with our debt restructuring initiative.

We recorded reorganization items that were directly attributable to the Chapter 11 Case during 2017. These expenses resulted primarily from the write-off of $34.4 million of costs related to previously issued debt and $3.1 million of legal and professional fees. Refer to the Emergence from Reorganization Proceedings section below for additional information.

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We identified a material weakness in internal controls within the operating control environment for property preservation as of December 31, 2017. Specifically, management identified operational control deficiencies related to operational processes within the property preservation function of Ditech Financial default servicing activities, which resulted in an adjustment to reserves during the fourth quarter of 2017 totaling $6.3 million for exposures related to deficient processes within the operating control environment for the property preservation function.

We also identified a material weakness in internal controls related to the valuation of MSR. Specifically, management determined that the Company did not design and maintain effective internal controls to ensure that data is appropriately utilized in its MSR valuation process, including its ability to appropriately query and extract data from its servicing system. The control deficiency did result in a decrease to our MSR fair value during the fourth quarter of 2017 totaling $8.9 million for exposures related to inaccurate data pulls for purposes of MSR valuation.

Our cash flows provided by operating activities were $779.1 million during 2017 , which represented an increase of $327.1 million as compared to 2016 . The increase in cash provided by operating activities was primarily a result of an increase in cash provided by origination activities resulting from a higher volume of loans sold in relation to loans originated in 2017 as compared to 2016, offset in part by net changes in working capital items as described in more detail in the Financial Condition section.

Natural Disasters

During 2017, there were several significant natural disasters that have impacted the U.S. and its territories, including Hurricanes Harvey, Irma, and Maria, as well as widespread wildfires in California.

Investors and GSEs permit us to grant periods of forbearance to customers impacted by a natural disaster. Additionally, we are permitted to waive assessments of late fees against those homeowners with disaster-damaged homes, as well as suspend reporting forbearance or delinquencies caused by the disaster to the national credit bureau. We are currently granting such forbearance and waiving late fees and penalties on affected properties.

Further, all properties in the affected areas must be inspected for “acceptable” condition prior to any transaction occurring with or on behalf of the GSEs or HUD (including foreclosure sale, property conveyance, sale/funding/transfers of originated loans to third parties, etc.). This required inspection may cause delays in funding the originations pipeline, delays in selling those loans into the secondary market, and may unfavorably impact the fair value of related hedging activities. Additionally, in certain circumstances when there are uninsured losses, we may be responsible for repairs to the properties if not done by the homeowner.

The damage caused by these events to the properties that are either owned by us or underlie the loans serviced by us has not been fully determined and potential losses and assessment of potential insurance recoveries cannot be reasonably estimated at this time. However, we did experience an increase in the delinquencies of the related properties during the fourth quarter of 2017, which negatively impacted the fair value of these assets.

We currently maintain operating locations in Florida, Texas, and California. Certain office closures during the hurricanes impacted collection efforts, and also resulted in increased overtime once the offices re-opened. Further, higher call volume with customers impacted by the natural disasters has occurred, and a dedicated team focused on disaster-related calls and loss mitigation has been formed, which also has impacted compensation costs. These impacts were not significant to the current year results.

Regulatory Developments

For a summary of the regulatory framework under which we operate and recent regulatory developments, refer to the Laws and Regulations section of Part I, Item 1. Business.

Strategy

During 2016 and throughout 2017, our strategy was to move towards a fee-for-service model in our servicing business by increasing the proportion of subservicing activity in our business mix. Going forward, we expect to sell servicing rights to third parties on a more selective basis while continuing to grow our subservicing business with third-party servicing rights owners.

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In Servicing, the shift of our servicing portfolio from servicing to subservicing has resulted in, and is expected to continue to result in, a decline in revenue. Our ability to implement initiatives to reduce costs on pace with or faster than declining revenues is a key factor to us achieving a return to profitability within the servicing business. We have already achieved cost reductions in a number of areas, but there can be no assurance that we will be able to reduce costs so as to enable the servicing business to return to profitability in the near-term or at all. We intend to execute numerous initiatives to become a more customer centric organization aimed at improving our performance as an originator and servicer. We also continue to improve the efficiency of our origination operations, through such measures as better processes, site consolidation and improved use of technology. We are also concentrating on improving the performance of our servicing business by, for example, strengthening our internal control environment, lowering delinquency rates and improving standards and compliance. We plan to prioritize these initiatives over the pursuit of significant new servicing or subservicing opportunities, though over time as we improve operations we aim to be able to compete effectively and profitably for opportunities to subservice for others. Recent operating results have been negatively impacted by costs associated with matters within default servicing operations and costs associated with site consolidation plans, and we expect to continue to incur similar costs as we continue to optimize the platform and right-size the business.

In Originations, our goal is to achieve significant revenue growth over time, primarily from increased outbound contact efforts and improved retention. As we endeavor to expand our originations business, we expect that we will need to increase significantly the amount of purchase money loans we originate, particularly in our consumer direct channel. This will require us to enhance our brand awareness among potential customers, and we are working on plans to develop a digital marketing presence. We have recently brought in new leadership to lead this initiative, and believe our strategy will require us to hire a considerable number of new loan officers and other employees.

Our operating results have been negatively impacted by a number of factors, including a greater than anticipated decline in origination volumes as new leads, pull-through rates and recapture rates within the consumer lending channel have been below expectations. We continue to face challenges in our ability to achieve growth in the originations business as we transition from a principally refinance-focused strategy directed at our captive servicing portfolio to a strategy that also focuses on new customer acquisition and includes purchase money originations. We have been working to develop new lead sources leveraging digital and mobile technologies and investing and advertising in our Ditech brand, achieve deeper integration of our originations business with our servicing business to better identify viable customer opportunities and streamline and shorten processes in an effort to increase pull-through rates. Additionally, volumes and pricing in the correspondent and wholesale channels are being negatively impacted by a challenging business lending environment, our ability to attract talent to the wholesale channel and our ability to enter into flow arrangements to sell MSR acquired in those channels. As a result of these recent developments, management is closely monitoring performance of the originations segment in connection with our evaluation of the recoverability of our remaining goodwill and intangible assets.

In Reverse Mortgage, having exited the originations business, we are working to improve the efficiency of our servicing activities in order to reduce expected future losses. We have also been evaluating options for our reverse mortgage business, including the possibility of selling some or all of its assets or pursuing alternative solutions for the business that include collaboration with other parties.

Improving the effectiveness and efficiency of our information technology group is an important element of our strategy across all of our operations. We use numerous systems and incur considerable expense to support our lending, servicing, reverse and other business activities. We have initiated measures to reduce the complexity and cost of our information technology operations and are continuing our review of this function to identify further areas of opportunity.

Investments in MSR

Historically from time to time, to support our servicing business, we have bought or sold MSR; however, with a view to using our capital efficiently, in 2016 we began to limit our investment in MSR. Going forward, we expect to sell servicing rights to third parties on a more selective basis while continuing to grow our subservicing business with third-party servicing rights owners. However, we expect that from time to time we will sell MSR we now own or those we create in connection with our mortgage originations activities. We expect that normally we will retain the right to subservice such MSR sold by us, but we may also sell MSR with servicing released. We may also engage in other transactions to limit or reduce our investment in MSR, including sales of excess servicing spread.

In 2016 and 2017, we executed a number of transactions that helped us reduce our investment in MSR. In particular, we entered into a several transactions with NRM pursuant to which we sold MSR to NRM and were retained by NRM to subservice these and other MSR. Refer to Note 5 to the Consolidated Financial Statements for additional information on transactions with NRM. We may seek to sell additional MSR to NRM in the future and may also seek to enter into arrangements to sell MSR to other buyers. In 2017, we transferred MSR to NRM under a flow sale agreement related to mortgage loans with an aggregate UPB of $2.4 billion. Additionally, we simultaneously assigned servicing to NRM concurrent with the loan delivery to GSEs with respect to mortgage loans having an aggregate UPB of $6.4 billion for the year ended December 31, 2017.

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Operating Improvements

Since 2016, we have focused our efforts on improving our financial performance through increasing efficiency and cost reductions. During 2016, we initiated actions in connection with our continued efforts to enhance efficiencies and streamline processes, which included various organizational changes to the scale and proficiency of our leadership team and support functions, which continued into 2017. For example, we exited the reverse mortgage originations business effective January 2017 while maintaining our reverse mortgage servicing operations, and in July 2017 we announced certain site consolidation plans, as discussed previously. While our goals for 2018 continue to include expense reductions, there can be no assurance that we will be successful in reducing costs. In 2018, we expect to continue to incur severance and other expenses associated with the improvement of our business, and we may incur unexpected expenses, including expenses arising from unanticipated operational problems, legal and regulatory matters, and other matters that are beyond our control. If we are not successful in reducing our expenses, our results of operations, financial condition and liquidity could be materially adversely affected.

In addition to improving the financial performance of our operations, we are focused on ensuring that our servicing operations meet legal and regulatory requirements and our contractual servicing obligations and that we improve our servicing performance, as measured by the owners of the loans we service (such as GSEs) and by customers for whom we subservice. By some measures, such as delinquency rates for our mortgage loan servicing portfolio, during 2016 our servicing performance deteriorated significantly relative to our past performance and to that of other servicers following the introduction of new servicing technology, changes in servicing practices, site consolidation, and other developments; during 2017, we experienced modest improvement in certain servicing performance measures. The GSEs and other parties for whom we service or subservice regularly monitor our performance and communicate their observations and expectations to us. Several important such counterparties noted our recent performance deterioration and have requested that we improve various aspects of our performance, which we are endeavoring to do. In 2017, at Freddie Mac’s request, we completed the voluntary transfer of $640.6 million in unpaid principal balance of MSR relating to Freddie Mac mortgage loans that were 90 days or more delinquent to another special default servicer. Also in 2017 and at Freddie Mac's request, we completed the voluntary transfer of $4.2 billion in unpaid principal balance of MSR relating to Freddie Mac re-performing mortgage loans to another servicer. With a view to improving our performance, we have been enhancing our processes and have made management changes and introduced new procedures to track key performance metrics. We may need to make further enhancements to our people, processes or technologies to achieve acceptable levels of servicing performance and satisfy evolving legal and regulatory requirements and best practices. In addition, these enhancements could require significant unplanned expenditures that could adversely affect our financial results. We cannot be certain that our efforts to improve our servicing performance will have sufficient or timely results. If we are unable to improve our servicing performance metrics, we could face various material adverse consequences, including competitive disadvantage, the inability to win new subservicing business, the termination of servicing rights or subservicing contracts and GSEs or other counterparties asking us to transfer to other servicers, or otherwise limit or reduce, certain assets in our servicing portfolio.

We plan to continue to take actions across our businesses to improve efficiency, identify revenue opportunities and reduce expenses. However, we also expect to incur certain other costs. For example, we have been making investments and taking other measures to enhance the structure and effectiveness of our compliance and risk processes and associated programs across the Company, with a view to improving our customers’ experience, our compliance results and our performance and ratings under our subservicing contracts and our obligations to GSEs and loan investors. We intend to make additional investments and process improvements. The mortgage industry generally, including our Company, is subject to extensive and evolving regulation and continues to be under scrutiny from federal and state regulators, enforcement agencies and other government entities. This oversight has led, in our case, to ongoing investigations and examinations of several of our business areas, and we have been and will be required to dedicate internal and external resources to providing information to and otherwise cooperating with such government entities. In addition, we have incurred, and expect that in the future we will incur, significant expenses (i) associated with the remediation or other resolution of breaches, findings or concerns raised by regulators, enforcement agencies, other government entities, customers or ourselves, (ii) to enhance the effectiveness of our risk and compliance program and (iii) to address operational issues and other events of noncompliance we have discovered, or may in the future discover, through our compliance program or otherwise. Investments to enhance our operational, compliance and risk processes may also result in an improved customer experience and competitive advantage for our business.

Emergence from Reorganization Proceedings

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Common Stock

On the Effective Date, all shares of our predecessor common stock were canceled and 4,252,500 shares of successor common stock, par value $0.01 per share, were issued to the predecessor stockholders and Convertible Noteholders. We reserved 3,193,750 shares of common stock for issuance under our equity incentive plan.

Preferred Stock

On the Effective Date, we issued 100,000 shares of Convertible Preferred Stock to the Senior Noteholders, which are mandatorily convertible into 11,497,500 shares of common stock (a conversion multiple of 114.9750 ) upon the earliest of (i) February 9, 2023, (ii) at any time following one year after the Effective Date, the time that the volume weighted-average pricing of the common stock exceeds 150% of the conversion price per share for at least 45 trading days in a 60 consecutive trading day period, including each of the last 20 days in such 60 consecutive trading day period, and (iii) a change of control transaction in which the consideration paid or payable per share of common stock is greater than or equal to the conversion price per share, which, subject to adjustment, is $8.6975 . The shares of Convertible Preferred Stock are also convertible at the option of the holder thereof or upon the affirmative vote of at least 66 2/3% of the Convertible Preferred Stock then outstanding.

In the event of a voluntary or involuntary liquidation, winding-up or dissolution of the Company, each holder of Convertible Preferred Stock will be entitled to receive the greater of (i) a liquidation preference per share of Convertible Preferred Stock, prior to any distribution with respect to any other equity security of the Company, equal to the Liquidation Preference, and (ii) the amount payable per share, participating on an “as converted” basis, upon liquidation to the holders of the successor common stock. The “Liquidation Preference” equals (i) the face amount of the Convertible Preferred Stock, increased by (ii) the amount of interest that would have accumulated on the face amount of the Convertible Preferred Stock up to (but excluding) the date of any liquidation, winding-up or dissolution of the Company, compounding quarterly at a rate of seven percent (7%) per annum. Thereafter, holders of Convertible Preferred Stock will have no right or claim to the remaining assets, if any, of the Company.

During the period commencing on the Effective Date and terminating on February 9, 2020 , for so long as any preferred stock is outstanding, only the holders of preferred stock, voting separately as a class, will be entitled to elect Preferred Stock Directors, and Preferred Stock Directors will be nominated by, and Preferred Stock Director vacancies will be filled by, the Preferred Stock Directors then in office. During such period, only the holders of the common stock, voting separately as a class, will be entitled to elect the Common Stock Directors, and Common Stock Directors will be nominated by, and Common Stock Director vacancies will be filled by, the Common Stock Directors then in office. Following such period, all directors will be elected by holders of common stock and any other class or series of stock (including the preferred stock) entitled to vote thereon, and will be nominated by the Board of Directors or, in accordance with the Company's bylaws, by the stockholders.

Warrants

On the Effective Date, we issued to the predecessor stockholders of our common stock, as well as the Convertible Noteholders, Series A Warrants to purchase up to an aggregate of 7,245,000 shares of common stock at $20.63 per share and Series B Warrants to purchase up to an aggregate of 5,748,750 shares common stock at $28.25 per share. All unexercised warrants expire and the rights of the warrant holders to purchase shares of common stock terminate on February 9, 2028, at 5:00 p.m., Eastern Standard Time, which is the 10th anniversary of the Effective Date.

2018 Credit Agreement

On the Effective Date, pursuant to the terms of the Prepackaged Plan, we entered into the 2018 Credit Agreement. The 2018 Credit Agreement provides for the 2018 Term Loan maturing on June 30, 2022 in an amount of approximately $1.2 billion . The 2018 Term Loan bears interest at a rate per annum equal to, at our option, (i) LIBOR plus 6.00% (with a LIBOR “floor” of 1.00%) or (ii) an alternate base rate plus 5.00% (which interest will be payable (a) with respect to any alternate base rate loan, the last business day of each March, June, September and December, and (b) with respect to any LIBOR loan, the last day of the interest period applicable to the borrowing of which such loan is a part). The 2018 Term Loan is guaranteed by substantially all of our wholly-owned domestic subsidiaries and secured by a first priority pledge on substantially all of our assets and the assets of the subsidiary guarantors, in each case subject to certain exceptions. See Liquidity and Capital Resources for further discussion of the impact to our liquidity and the recent amendment to the 2018 Credit Agreement.

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Second Lien Notes

On the Effective Date, pursuant to the terms of the Prepackaged Plan, we entered into an indenture and issued $250.0 million aggregate principal amount of the Company’s 9.00% Second Lien Notes due 2024. The Second Lien Notes will mature on December 31, 2024. Interest on the Second Lien Notes will accrue at a rate of 9.00% per annum payable semi-annually in arrears on June 15 and December 15 of each year. The Second Lien Notes require payment of interest in cash, except that interest on up to $50.0 million principal amount (plus previously accrued PIK interest payable), at our election, may be paid by increasing the principal amount of the outstanding notes or by issuing additional notes. The terms of the 2018 Credit Agreement require that we exercise such election. The Second Lien Notes are secured on a second-priority basis by substantially all of our assets and our subsidiary guarantors. See Liquidity and Capital Resources for further discussion of the impact to our liquidity.

Termination of Rights Agreement

On the Effective Date, we entered into Amendment No. 2 to the Rights Agreement with Computershare, which accelerated the scheduled expiration date of the Rights (as defined in the Rights Agreement) to the Effective Date. The rights issued pursuant to the Rights Agreement, which were also canceled by operation of the Prepackaged Plan, have expired and are no longer outstanding, and the Rights Agreement has terminated. Refer to the Rights Agreement section under Part I, Item 1. Business for a more detailed discussion of the termination of the Rights Agreement.

Registration Rights Agreement

On the Effective Date and pursuant to the Prepackaged Plan, we entered into a Registration Rights Agreement that provided certain registration rights to certain parties (together with any person or entity that becomes a party to the Registration Rights Agreement pursuant to the terms thereof) that received shares of our common stock, warrants and mandatorily convertible preferred stock on the Effective Date as provided in the Prepackaged Plan. The Registration Rights Agreement provides such persons with registration rights for the holders’ registrable securities (as defined in the Registration Rights Agreement).

Pursuant to the Registration Rights Agreement, we agreed to file, within 60 days of the receipt of a request by holders of at least 40% of the registrable securities, an initial shelf registration statement covering resales of the registrable securities held by the holders. Subject to limited exceptions, we are required to maintain the effectiveness of any such registration statement until the earlier of (i) three years following the Effective Date and (ii) the date that all registrable securities covered by the shelf registration statement are no longer registrable securities.

In addition, holders with rights under the Registration Rights Agreement beneficially holding 10% or more of our common stock have the right to a Demand Registration to effect the registration of any or all of the registrable securities and/or effectuate the distribution of any or all of their registrable securities by means of an underwritten shelf takedown offering. We are not obligated to effect more than three Demand Registrations, and we need not comply with such a request if (i) the aggregate gross proceeds from such a sale will not exceed $25 million , unless the Demand Registration includes all of the then-outstanding registrable securities or (ii) a registration statement shall have previously been declared effective by the SEC within 90 days preceding the date of such request.

Holders with rights under the Registration Rights Agreement also have customary piggyback registration rights, subject to the limitations set forth in the Registration Rights Agreement.

These registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of shares to be included in a registration statement and our right to delay or withdraw a registration statement under certain circumstances. We will generally pay the registration expenses in connection with our obligations under the Registration Rights Agreement, regardless of whether a registration statement is filed or becomes effective. The registration rights granted in the Registration Rights Agreement are subject to customary indemnification and contribution provisions, as well as customary restrictions such as blackout periods.

Warehouse Facilities

On the Effective Date and for a period of one year following the Effective Date, we will continue to receive financing pursuant to a master repurchase agreement providing for a maximum committed capacity sub-limit of $1.0 billion used principally to fund our mortgage loan originations business and a master repurchase agreement providing for a maximum committed capacity sub-limit of $800.0 million used principally to fund the purchase of home equity conversion mortgage loans and foreclosed real estate from certain securitization pools. In addition to the foregoing master repurchase agreement sub-limits, these facilities, the DAAT Facility and the DPATII Facility are subject, collectively, to a combined maximum outstanding amount of $1.9 billion . See Liquidity and Capital Resources for further discussion of the impact to our liquidity and recent amendments to these facilities.

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Servicer Advance Financing Facilities

On February 12, 2018, the Securities Master Repurchase Agreement issued under the DIP Warehouse Facilities was terminated and repaid with proceeds from the issuance of variable funding notes under two new servicing advance facilities, the DAAT Facility and DPATII Facility. The DAAT Facility and the DPATII Facility have maximum capacity sub-limits of $475.0 million and $75.0 million , respectively. These facilities, together with our master repurchase agreement used to fund originations and our master repurchase agreement used to finance the repurchases of certain HECMs and real estate owned from Ginnie Mae securitization pools, are subject, collectively, to a combined maximum outstanding amount of $1.9 billion .

Fresh Start Accounting

We believe that we will meet the conditions to qualify under GAAP for fresh start accounting, and accordingly expect to adopt fresh start accounting effective February 10, 2018 . The financial statements for the periods prior to this date do not include the effect of any changes in our capital structure or changes in the fair value of assets and liabilities as a result of fresh start accounting. The actual impact at emergence on February 9, 2018 will be reported in our Form 10-Q for the first quarter of 2018. Refer to Note 3 to the Consolidated Financial Statements for additional information regarding the application of fresh start accounting.

Post-Emergence Board of Directors

On the Effective Date, in accordance with the terms of the Prepackaged Plan confirmed by the Bankruptcy Court, the Board of Directors of the reorganized company consists of nine members, with six directors designated by the Senior Noteholders (David Ascher, Seth Bartlett, John Brecker, Thomas Marano, Thomas Miglis and Samuel Ramsey) and three continuing directors designated by us (George M. Awad, Daniel Beltzman and Neal Goldman). During the period commencing on the Effective Date and terminating on February 9, 2020 , for so long as any preferred stock is outstanding, only the holders of preferred stock, voting separately as a class, will be entitled to elect Preferred Stock Directors, and Preferred Stock Directors will be nominated by, and Preferred Stock Director vacancies will be filled by, the Preferred Stock Directors then in office. During such period, only the holders of the common stock, voting separately as a class, will be entitled to elect the Common Stock Directors, and Common Stock Directors will be nominated by, and Common Stock Director vacancies will be filled by, the Common Stock Directors then in office.

Following such period, all directors will be elected by holders of common stock and any other class or series of stock (including the preferred stock) entitled to vote thereon, and will be nominated by the Board of Directors or, in accordance with the Company's bylaws, by the stockholders.

Financing Transactions

Refer to the Liquidity and Capital Resources section below for a description of our financing transactions.

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Results of Operations — Comparison of Consolidated Results of Operations (dollars in thousands):



	For the Years Ended December 31,						Variance
	2017			2016			$			%
REVENUES
Net servicing revenue and fees	$	346,682		$	340,991		$	5,691		2	%
Net gains on sales of loans	284,391			409,448			(125,057		)	(31	)%
Net fair value gains on reverse loans and related HMBS obligations	42,419			59,022			(16,603		)	(28	)%
Interest income on loans	41,195			45,700			(4,505		)	(10	)%
Insurance revenue	3,963			41,968			(38,005		)	(91	)%
Other revenues	112,610			98,588			14,022			14	%
Total revenues	831,260			995,717			(164,457		)	(17	)%

EXPENSES
General and administrative	596,838			619,772			(22,934		)	(4	)%
Salaries and benefits	384,814			520,357			(135,543		)	(26	)%
Interest expense	261,244			255,781			5,463			2	%
Depreciation and amortization	40,764			59,426			(18,662		)	(31	)%
Reorganization items	37,645			—			37,645			n/m
Goodwill and intangible assets impairment	—			326,286			(326,286		)	(100	)%
Other expenses, net	11,061			10,530			531			5	%
Total expenses	1,332,366			1,792,152			(459,786		)	(26	)%

OTHER GAINS (LOSSES)
Gain on sale of business	67,734			—			67,734			n/m
Net gains (losses) on extinguishment of debt	(6,111		)	14,662			(20,773		)	(142	)%
Other net fair value gains (losses)	2,008			(4,234		)	6,242			(147	)%
Other	7,219			(3,811		)	11,030			(289	)%
Total other gains	70,850			6,617			64,233			n/m

Loss before income taxes	(430,256		)	(789,818		)	359,562			(46	)%
Income tax expense (benefit)	(3,357		)	44,040			(47,397		)	(108	)%
Net loss	$	(426,899	)	$	(833,858	)	$	406,959		(49	)%

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Net Servicing Revenue and Fees

A summary of net servicing revenue and fees is provided below (dollars in thousands):



	For the Years Ended December 31,						Variance
	2017			2016			$			%
Servicing fees	$	491,531		$	680,002		$	(188,471	)	(28	)%
Incentive and performance fees	59,660			70,197			(10,537		)	(15	)%
Ancillary and other fees	83,753			98,055			(14,302		)	(15	)%
Servicing revenue and fees	634,944			848,254			(213,310		)	(25	)%
Changes in valuation inputs or other assumptions ⁽¹⁾	(134,573		)	(243,645		)	109,072			(45	)%
Other changes in fair value ⁽²⁾	(131,673		)	(236,831		)	105,158			(44	)%
Change in fair value of servicing rights	(266,246		)	(480,476		)	214,230			(45	)%
Amortization of servicing rights	(21,954		)	(21,801		)	(153		)	1	%
Change in fair value of servicing rights related liabilities	(62		)	(4,986		)	4,924			(99	)%
Net servicing revenue and fees	$	346,682		$	340,991		$	5,691		2	%

__________


(1)	Represents the net change in servicing rights carried at fair value resulting primarily from market-driven changes in interest rates and prepayment speeds.


(2)	Represents the realization of expected cash flows over time.

We recognize servicing revenue and fees for servicing performed on behalf of third parties in which we either own the servicing right or act as subservicer. This revenue includes contractual fees earned on the serviced loans, incentive and performance fees, including those earned based on the performance of certain loans or loan portfolios serviced by us, loan modification fees and asset recovery income, and ancillary fees such as late fees and expedited payment fees. Servicing revenue and fees are adjusted for amortization, the change in fair value of servicing rights and the change in fair value of servicing rights related liabilities.

Servicing fees decreased $188.5 million in 2017 as compared to 2016 primarily due to the reduction in our owned MSR portfolio driven by MSR sales in 2017 and the fourth quarter of 2016 combined with runoff of the portfolio. Incentive and performance fees decreased $10.5 million in 2017 as compared to 2016 due primarily to lower fees earned under HAMP and lower asset recovery income. Ancillary and other fees decreased $14.3 million in 2017 as compared to 2016 due to lower late fee income and convenience and expedited payment fees resulting from a smaller MSR portfolio and our having waived late fees for customers located within disaster areas during the end of 2017. In addition, there was a decrease in insurance premium service fees as a result of the sale of substantially all of our insurance agency business on February 1, 2017.

Net Gains on Sales of Loans

Net gains on sales of loans include realized and unrealized gains and losses on loans held for sale, fair value adjustments on IRLCs and other related freestanding derivatives, values of the initial capitalized servicing rights, and a provision for the repurchase of loans. Net gains on sales of loans decreased $125.1 million in 2017 as compared to 2016 primarily due to an overall lower volume of locked loans.

Net Fair Value Gains on Reverse Loans and Related HMBS Obligations

Net fair value gains on reverse loans and related HMBS obligations include the contractual interest income earned on reverse loans, including those not yet securitized or bought out of securitization pools, net of interest expense on HMBS related obligations, and the change in fair value of these assets and liabilities. Refer to the Reverse Mortgage segment discussion under our Business Segment Results section below for additional information including a detailed breakout of the components of net fair value gains on reverse loans and related HMBS obligations.

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Net fair value gains on reverse loans and related HMBS obligations decreased $16.6 million in 2017 as compared to 2016 primarily due to an increase in net non-cash fair value losses and a decrease in cash generated by the origination, purchase and securitization of HECMs, partially offset by an increase in net interest income. Net non-cash fair value losses increased resulting from valuation model assumption adjustments related to buyout loans as well as the impact of an increased level of buyout loans and changes in market pricing in 2017. Cash generated by the origination, purchase and securitization of HECMs decreased due to our exit from the reverse mortgage originations business in early 2017, partially offset by a shift in mix from lower margin new originations to higher margin tails. Net interest income increased primarily as a result of a decrease in HMBS related obligations due to an increase in buyouts, partially offset by an increase in nonperforming reverse loans.

Interest Income on Loans

We earn interest income on the residential loans held in the Residual Trusts and on our unencumbered mortgage loans, both of which are accounted for at amortized cost. Interest income on loans decreased $4.5 million in 2017 as compared to 2016 primarily due to runoff of the overall mortgage loan portfolio and a lower average yield on loans due to an increase in delinquencies that are 90 days or more past due.

Provided below is a summary of the average balances of residential loans carried at amortized cost and the related interest income and average yields (dollars in thousands):



	For the Years Ended December 31,
	2017			2016			Variance
Residential loans at amortized cost
Interest income	$	41,195		$	45,700		$	(4,505	)
Average balance ⁽¹⁾⁽²⁾	468,721			507,712			(38,991		)
Average yield	8.79		%	9.00		%	(0.21		)%

__________


(1)	Average balance is calculated as the average recorded investment in the loans at the beginning of each month during the year.


(2)	Average balance excludes loans subject to repurchase from Ginnie Mae as we do not own these mortgage loans and, therefore, are not entitled to any interest income they generate.

Insurance Revenue

Insurance revenue consists of commission income and fees earned on voluntary and lender-placed insurance policies issued and other products sold to borrowers, net of estimated future policy cancellations. Commission income is based on a percentage of the premium of the insurance policy issued, which varies based on the type of policy. Insurance revenue decreased $38.0 million in 2017 as compared to 2016 due primarily to the sale of our principal insurance agency and substantially all of our insurance agency business on February 1, 2017. As a result of this sale, we no longer receive any insurance commissions on lender-placed insurance policies. Commencing February 1, 2017, another insurance agency owned by us began to provide insurance marketing services to a third party with respect to voluntary insurance policies, including hazard insurance. This insurance agency receives premium-based commissions for its insurance marketing services, which are recognized in other revenues. Refer to Note 4 to the Consolidated Financial Statements for additional information on the sale of our insurance business.

Other Revenues

Other revenues consist primarily of origination fee income, interest income on cash and cash equivalents, changes in the fair value of charged-off loans and, beginning in 2017, insurance marketing commissions. Other revenues increased $14.0 million in 2017 as compared to 2016 due primarily to $15.3 million in higher other interest income and $7.8 million in insurance marketing commissions recognized in 2017, partially offset by $7.4 million in lower origination fee income due to an overall lower volume of funded loans during 2017.

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General and Administrative

General and administrative expenses decreased $22.9 million in 2017 as compared to 2016 resulting primarily from decreases of $26.1 million in contractor costs related to our servicing platform conversion that occurred in 2016 as well as efforts to reduce contractor costs throughout our operations, $24.6 million in servicer interest expense primarily due to the reduction in our owned MSR portfolio, $14.6 million in transformation expenses incurred in 2016, $13.0 million in legal fees due to lower litigation and settlement costs, $11.5 million in advance loss provision due to additional reserves established in 2016, $10.1 million in postage and printing costs, $8.9 million in advertising expenses resulting from a decrease in mail solicitations and a strategy shift in lead acquisition for our Originations segment and our exit from the reverse mortgage originations business in early 2017 and $15.0 million in other cost savings; partially offset by increases of $50.0 million related to our debt restructuring initiative in 2017, $22.7 million in charges associated with default servicing, $10.0 million in accruals for lease cancellation costs related to site closures, $5.0 million in lower reduction to the representations and warranty reserve resulting from assumption updates and $4.3 million in loan origination expense due to an increase in loan processing and underwriting expenses and higher net appraisal expense in 2017.

Salaries and Benefits

Salaries and benefits decreased $135.5 million in 2017 as compared to 2016 primarily due to decreases of $68.7 million in compensation and benefits resulting primarily from a lower average headcount driven by site closures and various organizational changes to the scale and proficiency of the leadership team and support functions as well as our exit from the reverse mortgage originations business in early 2017, $22.3 million in severance due to the departure of certain senior executives and workforce optimization accruals in 2016, $19.9 million primarily related to a change in the commissions structure, $14.3 million in bonus accruals, $8.8 million in overtime driven by cost reduction measures and $4.4 million in stock compensation expense related to increased forfeitures and fewer grants in 2017. Headcount decreased by approximately 1,100 full-time employees from approximately 4,900 at December 31, 2016 to approximately 3,800 at December 31, 2017 .

Interest Expense

We incur interest expense on our corporate debt, servicing advance liabilities, master repurchase agreements, and mortgage-backed debt issued by the Residual Trusts, all of which are accounted for at amortized cost. Interest expense increased $5.5 million in 2017 as compared to 2016 driven by an increase in interest expense related to master repurchase agreements, offset in part by decreases in interest expense related to servicing advance liabilities and corporate debt. Interest expense related to master repurchase agreements increased primarily as a result of the amortization of debt issuance costs incurred in connection with the DIP Warehouse Facilities, which are being amortized over the estimated bankruptcy period of two months, and a higher average cost of debt related to higher LIBOR rates and interest rate increases on our warehouse facilities during 2017. Interest expense related to servicing advance liabilities decreased due primarily to the net pay down of our advance facilities resulting from advance reimbursements received in connection with the sale of loans and servicing rights during 2017 and the fourth quarter of 2016 and the retirement and termination of certain advance facilities in exchange for the DIP Warehouse Facilities, partially offset by the amortization of debt issuance costs related to the DIP Warehouse Facilities. Interest expense related to corporate debt decreased as a result of payments made on our 2013 Term Loan during 2017. Refer to the Liquidity and Capital Resources section below for additional information on our debt.

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Provided below is a summary of the average balances of our corporate debt, servicing advance liabilities, master repurchase agreements, and mortgage-backed debt of the Residual Trusts, as well as the related interest expense and average rates (dollars in thousands):



	For the Years Ended December 31,
	2017			2016			Variance
Corporate debt ⁽¹⁾
Interest expense	$	134,661		$	144,171		$	(9,510	)
Average balance ⁽²⁾	2,093,800			2,170,296			(76,496		)
Average rate	6.43		%	6.64		%	(0.21		)%

Servicing advance liabilities ⁽³⁾
Interest expense	$	27,966		$	40,038		$	(12,072	)
Average balance ⁽²⁾	607,620			1,084,171			(476,551		)
Average rate	4.60		%	3.69		%	0.91		%

Master repurchase agreements ⁽⁴⁾
Interest expense	$	73,008		$	43,263		$	29,745
Average balance ⁽²⁾	1,244,727			1,243,547			1,180
Average rate	5.87		%	3.48		%	2.39		%

Mortgage-backed debt of the Residual Trusts ⁽³⁾
Interest expense	$	25,609		$	28,309		$	(2,700	)
Average balance ⁽⁵⁾	411,123			454,467			(43,344		)
Average rate	6.23		%	6.23		%	0.00		%

__________


(1)	Corporate debt includes our 2013 Term Loan, Senior Notes and Convertible Notes. Corporate debt activities are included in the Other non-reportable segment.


(2)	Average balance for corporate debt, servicing advance liabilities and master repurchase agreements is calculated as the average daily carrying value.


(3)	Servicing advance liabilities and mortgage-backed debt of the Residual Trusts are held by our Servicing segment.


(4)	Master repurchase agreements are held by the Originations and Reverse Mortgage segments.


(5)	Average balance for mortgage-backed debt of the Residual Trusts is calculated as the average carrying value at the beginning of each month during the year.

Depreciation and Amortization

Depreciation and amortization decreased $18.7 million in 2017 as compared to 2016 primarily due to the sale of assets related to our insurance business in the first quarter of 2017 and as a result of certain assets having reached the end of their estimated useful lives at the end of 2016.

Reorganization Items

We recorded reorganization items of $37.6 million that were directly attributable to the Chapter 11 Case during 2017. These expenses resulted primarily from the write-off of $34.4 million of costs related to previously issued debt and $3.1 million of legal and professional fees.

Goodwill and Intangible Assets Impairment

We recorded $326.3 million in goodwill and intangible assets impairment charges during 2016. The impairment charges were the result of certain market, industry and company-specific matters as discussed in more detail in Note 15 to the Consolidated Financial Statements.

Gain on Sale of Business

Gain on sale of business of $67.7 million during 2017 relates to the sale of our principal insurance agency and substantially all of our insurance agency business on February 1, 2017.

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Net Gains (Losses) on Extinguishment of Debt

Net losses on extinguishment of debt of $6.1 million during 2017 resulted from the write-off of deferred debt issuance costs related to the termination of advance facilities and warehouse facilities in exchange for the DIP Warehouse Facilities, and the write-off of deferred debt issuance costs and debt discount related to payments made on the 2013 Term Loan, each in connection with the Restructuring.

Net gains on extinguishment of debt of $14.7 million during 2016 were primarily attributable to the repurchase of a portion of our Convertible Notes with a carrying value of $39.3 million.

Other Net Fair Value Gains (Losses)

Other net fair value gains (losses) consist primarily of fair value gains and losses on the assets and liabilities of the Non-Residual Trusts and fluctuates generally based on changes in prepayment speeds, default rates, loss severity, LIBOR rates and discount rates. Other net fair value gains (losses) increased $6.2 million to a gain in 2017 as compared to a loss in 2016 driven by improved default rate assumptions and an increase in the LIBOR rate for loans and bonds related to the Non-Residual Trusts, partially offset by a 32 bps increase in the discount rate of mortgage loans related to Non-Residual Trusts during 2017.

Other Gains (Losses)

We recorded other gains of $7.2 million in 2017 in connection with our counterparty under the Clean-up Call Agreement having fulfilled its obligation for the mandatory clean-up call of one of the remaining Non-Residual Trusts, resulting in the subsequent deconsolidation of the trust. Refer to Note 6 to the Consolidated Financial Statements for additional information on the deconsolidation of the Non-Residual Trusts.

Income Tax Expense (Benefit)

We recorded income tax benefit of $3.4 million in 2017 as compared to income tax expense of $44.0 million in 2016. The income tax expense incurred during 2016 resulted from our having recorded a $343.2 million valuation allowance against our deferred tax assets, which was offset in part by an income tax benefit related to the net loss. The income tax benefit recognized during 2017 resulted primarily from adjustments to reduce the valuation allowance due to tax law changes under the Tax Act, offset in part by tax expense related to goodwill and nominal current state tax. The tax benefit related to the net book loss was fully offset by a valuation allowance for the year ended December 31, 2017.

Financial Condition — Comparison of Consolidated Financial Condition at December 31, 2017 to December 31, 2016

Our total assets and total liabilities decreased by $2.3 billion and $1.9 billion , respectively, at December 31, 2017 as compared to December 31, 2016 . The most significant changes in assets and liabilities are described below.

Residential loans at amortized cost increased $320.2 million primarily as a result of a $358.1 million increase in loans subject to repurchase from Ginnie Mae, offset in part by portfolio runoff of mortgage loans held by the Residual Trusts. As the amount of loans securitized with Ginnie Mae increases and the portfolio continues to season, the amount of loans subject to repurchase from Ginnie Mae recorded on the consolidated balance sheets will continue to increase, offset by actual repurchases of, or payments received on, these loans.

Residential loans at fair value decreased $1.7 billion and warehouse borrowings, mortgage-backed debt and HMBS related obligations decreased $1.7 billion in the aggregate primarily as a result of runoff of the reverse loan portfolio due to our exit from the reverse mortgage originations business in January 2017, runoff of mortgage loans held for sale due to lower mortgage loan originations volume, and runoff of the mortgage loans related to Non-Residual Trusts.

Servicer and protective advances decreased $381.9 million and servicing advance liabilities, which are utilized to finance servicer and protective advances, decreased $299.8 million primarily as a result of advance reimbursements received in connection with Freddie Mac loan sales and owned MSR sales as well as continued investor reimbursements on advance claims. Advances collected are used to settle servicing advance liabilities balances outstanding.

Servicing rights decreased $256.5 million primarily as a result of fair value losses, sales and runoff of the portfolio.

Payables and accrued liabilities increased $235.5 million primarily as a result of a $358.1 million increase in the liability for loans subject to repurchase from Ginnie Mae, offset in part by a decrease in employee-related liabilities from a reduction in headcount, in addition to decreases in certain liabilities related to our originations business due to a lower volume of sold loans and a change in Fannie Mae's invoicing process such that fees are paid in the month of sale as opposed to in the subsequent month.

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Corporate debt decreased $914.3 million primarily due to the reclassification of the balances of our Senior Notes and Convertible Notes to liabilities subject to compromise on the consolidated balance sheets at December 31, 2017 as a result of the Chapter 11 Case. Refer to Note 3 to the Consolidated Financial Statements for detail of the liabilities subject to compromise. In addition, we made principal payments on the 2013 Term Loan of $186.9 million during 2017.

At December 31, 2016, the assets and liabilities related to the insurance business were reclassified to assets held for sale of $71.1 million and liabilities held for sale of $2.4 million as a result of our having executed a stock purchase agreement for the sale of substantially all of our insurance agency business. The sale was completed on February 1, 2017 and the related assets and liabilities were removed from our balance sheet.

Non-GAAP Financial Measures

We manage our company in three reportable segments: Servicing, Originations and Reverse Mortgage. We evaluate the performance of our business segments through the following measures: income (loss) before income taxes, Adjusted Earnings (Loss), and Adjusted EBITDA. Management considers Adjusted Earnings (Loss) and Adjusted EBITDA, both non-GAAP financial measures, to be important in the evaluation of our business segments and of the Company as a whole, as well as for allocating capital resources to our segments. Adjusted Earnings (Loss) and Adjusted EBITDA are supplemental metrics utilized by management to assess the underlying key drivers and operational performance of the continuing operations of the business. In addition, analysts, investors, and creditors may use these measures when analyzing our operating performance. Adjusted Earnings (Loss) and Adjusted EBITDA are not presentations made in accordance with GAAP and our use of these measures and terms may vary from other companies in our industry.

Adjusted Earnings (Loss) is defined as income (loss) before income taxes, plus changes in fair value due to changes in valuation inputs and other assumptions; goodwill and intangible assets impairment, if any; a portion of the provision for curtailment expense, net of expected third-party recoveries, if applicable; share-based compensation expense or benefit; non-cash interest expense; exit costs; estimated settlements and costs for certain legal and regulatory matters; fair value to cash adjustments for reverse loans; and select other cash and non-cash adjustments primarily including severance, gain or loss on extinguishment of debt, the net impact of the Non-Residual Trusts, transaction costs, reorganization items and certain non-recurring costs, as applicable. Adjusted Earnings (Loss) excludes unrealized changes in fair value of MSR that are based on projections of expected future cash flows and prepayments. Adjusted Earnings (Loss) includes both cash and non-cash gains from mortgage loan origination activities. Non-cash gains are net of non-cash charges or reserves provided. Adjusted Earnings (Loss) includes cash generated from reverse mortgage origination activities for the periods during which we were originating reverse mortgages. Adjusted Earnings (Loss) may from time to time also include other adjustments, as applicable based upon facts and circumstances, consistent with the intent of providing investors with a supplemental means of evaluating our operating performance.

Adjusted EBITDA eliminates the effects of financing, income taxes and depreciation and amortization. Adjusted EBITDA is defined as income (loss) before income taxes, plus amortization of servicing rights and other fair value adjustments; interest expense on corporate debt; depreciation and amortization; goodwill and intangible assets impairment, if any; a portion of the provision for curtailment expense, net of expected third-party recoveries, if applicable; share-based compensation expense or benefit; exit costs; estimated settlements and costs for certain legal and regulatory matters; fair value to cash adjustments for reverse loans; and select other cash and non-cash adjustments primarily including the net provision for the repurchase of loans sold, non-cash interest income, severance, gain or loss on extinguishment of debt, interest income on unrestricted cash and cash equivalents, the net impact of the Non-Residual Trusts, the provision for loan losses, Residual Trust cash flows, transaction costs, reorganization items, servicing fee economics, and certain non-recurring costs, as applicable. Adjusted EBITDA includes both cash and non-cash gains from mortgage loan origination activities. Adjusted EBITDA excludes the impact of fair value option accounting on certain assets and liabilities and includes cash generated from reverse mortgage origination activities for the periods during which we were originating reverse mortgages. Adjusted EBITDA may also include other adjustments, as applicable based upon facts and circumstances, consistent with the intent of providing investors a supplemental means of evaluating our operating performance.

Adjusted Earnings (Loss) and Adjusted EBITDA should not be considered as alternatives to (i) net income (loss) or any other performance measures determined in accordance with GAAP or (ii) operating cash flows determined in accordance with GAAP. Adjusted Earnings (Loss) and Adjusted EBITDA have important limitations as analytical tools, and should not be considered in isolation or as substitutes for analysis of our results as reported under GAAP. Some of the limitations of these metrics are:


•	Adjusted Earnings (Loss) and Adjusted EBITDA do not reflect cash expenditures for long-term assets and other items that have been and will be incurred, future requirements for capital expenditures or contractual commitments;


•	Adjusted Earnings (Loss) and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;

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•	Adjusted Earnings (Loss) and Adjusted EBITDA do not reflect certain tax payments that represent reductions in cash available to us;


•	Adjusted Earnings (Loss) and Adjusted EBITDA do not reflect any cash requirements for the assets being depreciated and amortized that may have to be replaced in the future;


•	Adjusted Earnings (Loss) and Adjusted EBITDA do not reflect non-cash compensation that is and will remain a key element of our overall long-term incentive compensation package;


•	Adjusted Earnings (Loss) and Adjusted EBITDA do not reflect the change in fair value due to changes in valuation inputs and other assumptions;


•	Adjusted EBITDA does not reflect the change in fair value resulting from the realization of expected cash flows; and


•	Adjusted EBITDA does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on our corporate debt, although it does reflect interest expense associated with our servicing advance liabilities, master repurchase agreements, mortgage-backed debt, and HMBS related obligations.

Because of these limitations, Adjusted Earnings (Loss) and Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted Earnings (Loss) and Adjusted EBITDA only as supplements. Users of our financial statements are cautioned not to place undue reliance on Adjusted Earnings (Loss) and Adjusted EBITDA.

The following tables reconcile Adjusted Loss and Adjusted EBITDA to net loss, which we consider to be the most directly comparable GAAP financial measure to Adjusted Loss and Adjusted EBITDA (in thousands):

Adjusted Loss



	For the Year Ended December 31, 2017
Net loss	$	(426,899	)
Adjust for income tax benefit	(3,357		)
Loss before income taxes	(430,256		)
Adjustments to loss before income taxes
Changes in fair value due to changes in valuation inputs and other assumptions ⁽¹⁾	118,740
Gain on sale of business	(67,734		)
Transaction costs ⁽²⁾	55,694
Fair value to cash adjustment for reverse loans ⁽³⁾	38,351
Reorganization items	37,645
Non-cash interest expense	33,401
Exit costs ⁽⁴⁾	22,359
Share-based compensation expense	2,212
Other ⁽⁵⁾	20,866
Subtotal	261,534
Adjusted Loss	$	(168,722	)

__________


(1)	Consists of the change in fair value due to changes in valuation inputs and other assumptions relating to servicing rights and charged-off loans.


(2)	Transaction costs result primarily from our debt restructuring initiative.


(3)	Represents the non-cash fair value adjustment to arrive at cash generated from reverse mortgage origination activities.

(4)

Exit costs include expenses related to the closing of offices and the termination and replacement of certain employees as well as other expenses to institute efficiencies. Exit costs incurred for the year ended December 31, 2017 include those relating to our exit from the consumer retail channel of the Originations segment, our exit from the reverse mortgage originations business, and actions initiated in 2015, 2016 and 2017 in connection with our continued efforts to enhance efficiencies and streamline processes in the organization. Refer to Note 18 to the Consolidated Financial Statements for additional information regarding exit costs.


(5)	Includes severance, costs associated with transforming the business, the net impact of the Non-Residual Trusts, and net loss on extinguishment of debt.

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Adjusted EBITDA



	For the Year Ended December 31, 2017
Net loss	$	(426,899	)
Adjust for income tax benefit	(3,357		)
Loss before income taxes	(430,256		)
EBITDA adjustments
Amortization of servicing rights and other fair value adjustments ⁽¹⁾	272,367
Interest expense	157,921
Gain on sale of business	(67,734		)
Transaction costs ⁽²⁾	55,694
Depreciation and amortization	40,764
Fair value to cash adjustment for reverse loans ⁽³⁾	38,351
Reorganization items	37,645
Exit costs ⁽⁴⁾	22,359
Share-based compensation expense	2,212
Other ⁽⁵⁾	12,273
Subtotal	571,852
Adjusted EBITDA	$	141,596

__________


(1)	Consists of the change in fair value due to changes in valuation inputs and other assumptions relating to servicing rights and charged-off loans as well as the amortization of servicing rights and the realization of expected cash flows relating to servicing rights carried at fair value.


(2)	Transaction costs result primarily from our debt restructuring initiative.


(3)	Represents the non-cash fair value adjustment to arrive at cash generated from reverse mortgage origination activities.

(4)


(5)	Includes the net provision for the repurchase of loans sold, non-cash interest income, severance, net loss on extinguishment of debt, interest income on unrestricted cash and cash equivalents, costs associated with transforming the business, the net impact of the Non-Residual Trusts, the provision for loan losses, and the Residual Trust cash flows.

Business Segment Results

In calculating income (loss) before income taxes for our segments, we allocate indirect expenses to our business segments. Indirect expenses are allocated to our Servicing, Originations, Reverse Mortgage and certain non-reportable segments based on headcount.

We reconcile our income (loss) before income taxes for our business segments to our GAAP consolidated loss before income taxes and report the financial results of our Non-Residual Trusts, other non-reportable operating segments and certain corporate expenses as other activity. Additional information regarding the results of operations for our Servicing, Originations and Reverse Mortgage segments is presented below. Refer to Note 28 to the Consolidated Financial Statements for a reconciliation of our income (loss) before income taxes for our business segments to our GAAP consolidated loss before income taxes.

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Reconciliation of GAAP Consolidated Income (Loss) Before Income Taxes to Adjusted Earnings (Loss) and Adjusted EBITDA (in thousands):



	For the Year Ended December 31, 2017
	Servicing			Originations			Reverse Mortgage			Other			Total Consolidated
Income (loss) before income taxes	$	(174,218	)	$	46,539		$	(75,531	)	$	(227,046	)	$	(430,256	)

Adjustments to income (loss) before income taxes
Changes in fair value due to changes in valuation inputs and other assumptions	118,740			—			—			—			118,740
Gain on sale of business	(67,734		)	—			—			—			(67,734		)
Transaction costs	6,704			—			—			48,990			55,694
Fair value to cash adjustment for reverse loans	—			—			38,351			—			38,351
Reorganization items	—			—			—			37,645			37,645
Non-cash interest expense	6,796			8,638			7,826			10,141			33,401
Exit costs	19,149			1,436			1,628			146			22,359
Share-based compensation expense	938			154			348			772			2,212
Other	13,274			1,683			2,098			3,811			20,866
Total adjustments	97,867			11,911			50,251			101,505			261,534
Adjusted Earnings (Loss)	(76,351		)	58,450			(25,280		)	(125,541		)	(168,722		)

EBITDA adjustments
Amortization of servicing rights and other fair value adjustments	152,133			—			1,494			—			153,627
Interest expense on debt	—			—			—			124,520			124,520
Depreciation and amortization	34,666			2,979			3,119			—			40,764
Other	(2,887		)	(5,780		)	82			(8		)	(8,593		)
Total adjustments	183,912			(2,801		)	4,695			124,512			310,318
Adjusted EBITDA	$	107,561		$	55,649		$	(20,585	)	$	(1,029	)	$	141,596

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	For the Year Ended December 31, 2016
	Servicing			Originations			Reverse Mortgage			Other			Total Consolidated
Income (loss) before income taxes	$	(690,402	)	$	135,117		$	(84,545	)	$	(149,988	)	$	(789,818	)

Adjustments to income (loss) before income taxes
Changes in fair value due to changes in valuation inputs and other assumptions	209,412			—			—			—			209,412
Transaction costs	10,955			—			—			6,563			17,518
Fair value to cash adjustment for reverse loans	—			—			17,501			—			17,501
Non-cash interest expense	1,518			—			—			11,245			12,763
Exit costs	11,621			3,118			5,437			5,582			25,758
Share-based compensation expense (benefit)	5,007			1,019			1,032			(490		)	6,568
Goodwill and intangible assets impairment	319,551			—			6,735			—			326,286
Other	37,095			14,531			3,971			(12,902		)	42,695
Total adjustments	595,159			18,668			34,676			9,998			658,501
Adjusted Earnings (Loss)	(95,243		)	153,785			(49,869		)	(139,990		)	(131,317		)

EBITDA adjustments
Amortization of servicing rights and other fair value adjustments	256,880			—			1,753			—			258,633
Interest expense on debt	6,469			—			—			132,925			139,394
Depreciation and amortization	44,439			8,888			6,088			11			59,426
Other	(1,634		)	(1,924		)	151			196			(3,211		)
Total adjustments	306,154			6,964			7,992			133,132			454,242
Adjusted EBITDA	$	210,911		$	160,749		$	(41,877	)	$	(6,858	)	$	322,925

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Servicing Segment

Provided below is a summary of results of operations, Adjusted Loss and Adjusted EBITDA for our Servicing segment (dollars in thousands):



	For the Years Ended December 31,						Variance
	2017			2016			$			%
Net servicing revenue and fees
Third parties	$	319,116		$	309,960		$	9,156		3	%
Intercompany	9,620			11,952			(2,332		)	(20	)%
Total net servicing revenue and fees	328,736			321,912			6,824			2	%
Interest income on loans	41,147			45,651			(4,504		)	(10	)%
Intersegment retention revenue	12,902			37,630			(24,728		)	(66	)%
Insurance revenue	3,963			41,968			(38,005		)	(91	)%
Net gains (losses) on sales of loans	607			(4,931		)	5,538			(112	)%
Other revenues	77,693			54,721			22,972			42	%
Total revenues	465,048			496,951			(31,903		)	(6	)%
General and administrative and allocated indirect expenses	426,635			486,348			(59,713		)	(12	)%
Salaries and benefits	182,855			261,227			(78,372		)	(30	)%
Interest expense	53,593			68,529			(14,936		)	(22	)%
Depreciation and amortization	34,666			44,439			(9,773		)	(22	)%
Goodwill impairment	—			319,551			(319,551		)	(100	)%
Other expenses, net	5,065			5,146			(81		)	(2	)%
Total expenses	702,814			1,185,240			(482,426		)	(41	)%
Gain on sale of business	67,734			—			67,734			n/m
Net losses on extinguishment of debt	(2,249		)	—			(2,249		)	n/m
Other net fair value losses	(1,937		)	(945		)	(992		)	105	%
Other losses	—			(1,168		)	1,168			(100	)%
Loss before income taxes	(174,218		)	(690,402		)	516,184			(75	)%

Adjustments to loss before income taxes
Changes in fair value due to changes in valuation inputs and other assumptions	118,740			209,412			(90,672		)	(43	)%
Gain on sale of business	(67,734		)	—			(67,734		)	n/m
Exit costs	19,149			11,621			7,528			65	%
Transaction costs	6,704			10,955			(4,251		)	(39	)%
Non-cash interest expense	6,796			1,518			5,278			348	%
Share-based compensation expense	938			5,007			(4,069		)	(81	)%
Goodwill impairment	—			319,551			(319,551		)	(100	)%
Other	13,274			37,095			(23,821		)	(64	)%
Total adjustments	97,867			595,159			(497,292		)	(84	)%
Adjusted Loss	(76,351		)	(95,243		)	18,892			(20	)%

EBITDA Adjustments
Amortization of servicing rights and other fair value adjustments	152,133			256,880			(104,747		)	(41	)%
Depreciation and amortization	34,666			44,439			(9,773		)	(22	)%
Interest expense on debt	—			6,469			(6,469		)	(100	)%
Other	(2,887		)	(1,634		)	(1,253		)	77	%
Total adjustments	183,912			306,154			(122,242		)	(40	)%
Adjusted EBITDA	$	107,561		$	210,911		$	(103,350	)	(49	)%

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Mortgage Loan Servicing Portfolio

Provided below is a summary of the activity in our mortgage loan servicing portfolio (dollars in thousands):



	For the Years Ended December 31,
	2017					2016
	Number of Accounts		Unpaid Principal Balance			Number of Accounts		Unpaid Principal Balance
Third-party servicing portfolio ⁽¹⁾
Balance at beginning of the year	1,910,605		$	223,414,398		2,087,618		$	244,124,312
Loan sales with servicing retained ⁽²⁾	33,414		7,080,797			65,122		13,915,277
Other new business added ⁽³⁾	18,352		4,064,478			95,004		16,353,692
Sales	(39,695	)	(5,138,637		)	(36,953	)	(8,023,285		)
Payoffs and other adjustments, net ⁽⁴⁾	(376,845	)	(42,855,787		)	(300,186	)	(42,955,598		)
Balance at end of the year ⁽⁵⁾	1,545,831		186,565,249			1,910,605		223,414,398
On-balance sheet residential loans and real estate owned ⁽⁶⁾	27,748		1,949,013			34,903		2,368,593
Total mortgage loan servicing portfolio	1,573,579		$	188,514,262		1,945,508		$	225,782,991

__________

(1)

Third-party servicing includes servicing rights capitalized, subservicing rights capitalized and subservicing rights not capitalized. Subservicing rights capitalized consist of contracts acquired through business combinations whereby the benefits from the contract are greater than adequate compensation for performing the servicing. Refer to Note 4 to the Consolidated Financial Statements for additional information regarding servicing rights.


(2)	Includes loan sales for which the servicing rights have been or will be transferred to NRM on a flow basis.


(3)	Consists of activities associated with servicing and subservicing contracts and includes co-issue to NRM of $3.9 billion during 2017.


(4)	Amounts presented are net of loan sales associated with servicing retained recapture activities of $5.0 billion and $6.4 billion in 2017 and 2016 , respectively.


(5)	Excludes the impact of the sale of servicing rights associated with 1,497 accounts and $248.1 million in unpaid principal balance during 2016 as we continued to service these loans as subservicer until the release of servicing in the first quarter of 2017.


(6)	On-balance sheet residential loans and real estate owned include mortgage loans held for sale, the assets of the Non-Residual Trusts and Residual Trusts, and loans subject to repurchase from Ginnie Mae.

At Freddie Mac’s request, we completed the voluntary transfer of $640.6 million in unpaid principal balance of MSR relating to Freddie Mac mortgage loans that were 90 days or more delinquent to another special default servicer during the year ended December 31, 2017. Also at Freddie Mac's request, we completed the voluntary transfer of $4.2 billion in unpaid principal balance of MSR relating to Freddie Mac re-performing mortgage loans to another servicer during the year ended December 31, 2017. These transfers are included in sales in the table above. Ditech Financial’s status as an approved seller/servicer for Freddie Mac has not been, and we do not expect such status to be, adversely impacted by the consummation of these voluntary MSR transfers.

The portfolio disappearance rate, consisting of contractual payments, voluntary prepayments, and defaults, net of recapture, of the total mortgage loan portfolio was 14.41% and 15.72% in 2017 and 2016 , respectively.

Provided below is a summary of the composition of our mortgage loan servicing portfolio (dollars in thousands):



	At December 31, 2017
	Number of Accounts	Unpaid Principal Balance		Weighted- Average Contractual Servicing Fee ⁽¹⁾		30 Days or More Past Due ⁽²⁾
Third-party servicing portfolio
First lien mortgages	1,335,845	$	180,317,101	0.21	%	9.59	%
Second lien mortgages	31,976	1,153,401		0.59	%	7.86	%
Manufactured housing and other	178,010	5,094,747		1.10	%	13.09	%
Total accounts serviced for third parties ⁽³⁾	1,545,831	186,565,249		0.23	%	9.67	%
On-balance sheet residential loans and real estate owned ⁽⁴⁾⁽⁵⁾	27,748	1,949,013				35.90	%
Total mortgage loan servicing portfolio	1,573,579	$	188,514,262			9.95	%

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	At December 31, 2016
	Number of Accounts	Unpaid Principal Balance		Weighted- Average Contractual Servicing Fee ⁽¹⁾		30 Days or More Past Due ⁽²⁾
Third-party servicing portfolio
First lien mortgages	1,565,300	$	212,990,240	0.22	%	11.11	%
Second lien mortgages	142,172	4,579,757		0.45	%	4.90	%
Manufactured housing and other	203,133	5,844,401		1.08	%	11.67	%
Total accounts serviced for third parties ⁽³⁾	1,910,605	223,414,398		0.24	%	10.99	%
On-balance sheet residential loans and real estate owned ⁽⁴⁾⁽⁵⁾	34,903	2,368,593				14.52	%
Total mortgage loan servicing portfolio	1,945,508	$	225,782,991			11.03	%

__________


(1)	The weighted average contractual servicing fee is calculated as the sum of the product of the contractual servicing fee and the ending unpaid principal balance divided by the total ending unpaid principal balance.

(2)

Past due status is measured based on either the MBA method or the OTS method as specified in the servicing agreement. Under the MBA method, a loan is considered past due if its monthly payment is not received by the end of the day immediately preceding the loan's next due date. Under the OTS method, a loan is considered past due if its monthly payment is not received by the loan's due date in the following month. Past due status is based on the current contractual due date of the loan, except in the case of an approved repayment plan, including a plan approved by the bankruptcy court, or a completed loan modification, in which case past due status is based on the modified due date or status of the loan.


(3)	Consists of $91.8 billion and $94.8 billion in unpaid principal balance associated with servicing and subservicing contracts, respectively, at December 31, 2017 and $110.9 billion and $112.5 billion , respectively, at December 31, 2016 .


(4)	Includes residential loans and real estate owned held by the Servicing segment for which it does not recognize servicing fees. The Servicing segment receives intercompany servicing fees related to on-balance sheet assets of the Originations segment and the Other non-reportable segment.


(5)	Loans subject to repurchase from Ginnie Mae that were 30 days or more past due comprised 27.83% and 7.78% of on-balance sheet residential loans and real estate owned at December 31, 2017 and 2016 , respectively. All other loans that were 30 days or more past due comprised 8.07% and 6.74% of on-balance sheet residential loans and real estate owned at December 31, 2017 and 2016 , respectively.

The unpaid principal balance of our third-party servicing portfolio decreased $36.8 billion at December 31, 2017 as compared to December 31, 2016 primarily due to runoff of the portfolio including the transfer of certain portfolios during 2017, partially offset by portfolio additions including loans sold with servicing retained. The decrease in the unpaid principal balance of our on-balance sheet residential loans and real estate owned of $419.6 million can be attributed to a decrease in mortgage loans held for sale of $581.4 million and portfolio runoff of the assets held by the Residual and Non-Residual Trusts, offset in part by a $358.1 million increase in loans subject to repurchase from Ginnie Mae.

The delinquencies associated with our third-party servicing portfolio decreased at December 31, 2017 as compared to December 31, 2016 primarily due to efforts to improve the collections coverage on delinquent loans by making adjustments to our dialing and coverage strategies, increasing resources allocated to the lower performing portfolios and reducing the level of delinquent loans allocated to each collector, as well as the transfer of certain non-performing loans out of our servicing portfolio. Additionally, delinquencies at December 31, 2016 were also still being negatively impacted by the closure of our regional offices. The delinquencies associated with our on-balance sheet residential loans and real estate owned increased as a result of higher volumes of loans subject to repurchase from Ginnie Mae and modification buyouts.

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Net Servicing Revenue and Fees

A summary of net servicing revenue and fees for our Servicing segment is provided below (dollars in thousands):



	For the Years Ended December 31,						Variance
	2017			2016			$			%
Servicing fees	$	485,201		$	674,064		$	(188,863	)	(28	)%
Incentive and performance fees	51,298			60,640			(9,342		)	(15	)%
Ancillary and other fees	79,005			92,718			(13,713		)	(15	)%
Servicing revenue and fees	615,504			827,422			(211,918		)	(26	)%
Changes in valuation inputs or other assumptions ⁽¹⁾	(134,573		)	(243,645		)	109,072			(45	)%
Other changes in fair value ⁽²⁾	(131,673		)	(236,831		)	105,158			(44	)%
Change in fair value of servicing rights	(266,246		)	(480,476		)	214,230			(45	)%
Amortization of servicing rights	(20,460		)	(20,048		)	(412		)	2	%
Change in fair value of servicing rights related liabilities ⁽³⁾	(62		)	(4,986		)	4,924			(99	)%
Net servicing revenue and fees	$	328,736		$	321,912		$	6,824		2	%

__________


(1)	Represents the net change in servicing rights carried at fair value resulting primarily from market-driven changes in interest rates and prepayment speeds.


(2)	Represents the realization of expected cash flows over time.


(3)	Includes interest expense on servicing rights related liabilities, which represents the accretion of fair value, of $16.3 million during 2016.

Servicing fees decreased $188.9 million in 2017 as compared to 2016 primarily due to the reduction in our owned MSR portfolio driven by MSR sales in 2017 and the fourth quarter of 2016 and continued runoff of the portfolio. We expect servicing fees to continue to decline as a result of the shift in our portfolio towards subservicing as we earn a lower fee for subservicing accounts in relation to servicing accounts. Average loans serviced decreased by $33.6 billion , or 14% , in 2017 as compared to 2016 .

Incentive and performance fees include modification fees, fees earned under HAMP, asset recovery income, and other incentives. Fees earned under HAMP decreased $6.6 million in 2017 as compared to 2016 due primarily to fewer loans having been eligible for these fees due to the expiration of HAMP on December 31, 2016 and subsequent winding down of the program. Asset recovery income decreased $3.6 million for 2017 as compared to 2016 due primarily to runoff of the related portfolio and fewer dedicated resources. In addition, incentives relating to the performance of certain loan pools serviced by us decreased $1.4 million for 2017 as compared to 2016 . We expect incentives relating to the performance of loan pools serviced by us to continue to decline as a result of market conditions and other factors, including changes in incentive programs, runoff of the related loan portfolio and improving economic conditions, which may reduce the opportunity to earn these incentives. These decreases were offset in part by an increase to other modification fees of $2.3 million for 2017 as compared to 2016 due primarily to a shift from HAMP incentives to Fannie Mae and Freddie Mac incentives and an increase in resources dedicated to helping customers complete modifications.

Ancillary and other fees, which primarily include late fees and expedited payment fees, decreased $13.7 million in 2017 as compared to 2016 primarily due to lower late fee income and convenience and expedited payment fees resulting from a smaller MSR portfolio and our having waived late fees for customers located within disaster areas during the end of 2017. In addition, we had a decrease in insurance premium service fees as a result of the sale of substantially all of our insurance agency business on February 1, 2017.

Provided below is a summary of the average unpaid principal balance of loans serviced and the related average servicing fee for our Servicing segment (dollars in thousands):



	For the Years Ended December 31,						Variance
	2017			2016			2017 vs. 2016
Average unpaid principal balance of loans serviced ⁽¹⁾	$	210,507,868		$	244,147,919		$	(33,640,051	)
Average servicing fee ⁽²⁾	0.23		%	0.28		%	(0.05		)%

__________


(1)	Average unpaid principal balance of loans serviced is calculated as the average of the average monthly unpaid principal balances. The average unpaid principal balance presented above includes on-balance sheet loans owned by the Servicing segment for which it does not earn a servicing fee.


(2)	Average servicing fee is calculated by dividing gross servicing fees by the average unpaid principal balance of loans serviced.

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The decrease in average servicing fee of five basis points for 2017 as compared to 2016 was due primarily to the increase in our subservicing portfolio in relation to our servicing portfolio as we earn a lower fee for subservicing.

Servicing Rights Carried at Fair Value

Changes in the fair value of servicing rights, which reflect our quarterly valuation process, have a significant effect on net servicing revenue and fees. A summary of key economic inputs and assumptions used in estimating the fair value of servicing rights carried at fair value is presented below (dollars in thousands):



	December 31,
	2017			2016			Variance
Servicing rights at fair value	$	714,774		$	949,593		$	(234,819	)
Unpaid principal balance of accounts	84,279,258			101,387,913			(17,108,655		)
Inputs and assumptions
Weighted-average remaining life in years	5.6			6.0			(0.4		)
Weighted-average stated borrower interest rate on underlying collateral	4.05		%	3.95		%	0.10		%
Weighted-average discount rate	11.92		%	11.56		%	0.36		%
Weighted-average conditional prepayment rate	11.10		%	9.09		%	2.01		%
Weighted-average conditional default rate	0.91		%	0.88		%	0.03		%

The decrease in servicing rights carried at fair value at December 31, 2017 as compared to December 31, 2016 related primarily to a reduction in fair value of $266.2 million and sales of $117.5 million , partially offset by $148.9 million in servicing rights capitalized upon sales of loans and purchases. The reduction in fair value of these servicing rights in 2017 was attributed to a loss of $134.6 million in changes in valuation inputs or other assumptions and a loss of $131.7 million in other changes in fair value, which reflect the impact of the realization of expected cash flows resulting from both regularly scheduled and unscheduled payments and payoffs of loan principal.

The loss resulting from changes in valuation inputs or other assumptions of $134.6 million in 2017 was driven by market interest rate decreases during the period, changes in home price appreciation, and adjustments to prepayment and default models based on observed trends at December 31, 2017 as compared to December 31, 2016, offset in part by a discount rate assumption adjustment to align the valuation with market observations. In comparison, the loss resulting from changes in valuation inputs or other assumptions of $243.6 million in 2016 was driven by changes in interest rates and forward projections of the interest rate curve. We incurred significant losses during the first half of 2016 resulting from decreasing interest rates when we owned a much larger servicing portfolio, offset only partially by gains incurred during the fourth quarter of 2016 as interest rates increased while the balance of our servicing portfolio had diminished.

The change in fair value of servicing rights resulting from the realization of expected cash flows decreased $105.2 million in 2017 as compared to 2016 due primarily to a smaller capitalized servicing portfolio resulting from sales of servicing rights and portfolio runoff.

Servicing Rights Related Liabilities

The net change in fair value of servicing rights related liabilities decreased $4.9 million in 2017 as compared to 2016 as a result of the derecognition of the servicing rights related liabilities in the fourth quarter of 2016.

Interest Income on Loans

Interest income on loans decreased $4.5 million in 2017 as compared to 2016 primarily due to runoff of the overall mortgage loan portfolio and a lower average yield on loans due to an increase in delinquencies that are 90 days or more past due.

Intersegment Retention Revenue

Intersegment retention revenue relates to fees the Servicing segment charges to our Originations segment for loan originations completed that resulted from access to the Servicing segment’s servicing portfolio related to capitalized servicing rights. The decrease in intersegment retention revenue of $24.7 million in 2017 as compared to 2016 was due primarily to lower overall retention volume due to our smaller owned MSR portfolio.

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Insurance Revenue

Insurance revenue decreased $38.0 million in 2017 as compared to 2016 due primarily to the sale of our principal insurance agency and substantially all of our insurance agency business on February 1, 2017. As a result of this sale, we no longer receive any insurance commissions on lender-placed insurance policies. Commencing February 1, 2017, another insurance agency owned by us began to provide insurance marketing services to a third party with respect to voluntary insurance policies, including hazard insurance. This insurance agency receives premium-based commissions for its insurance marketing services, which are recognized in other revenues. Refer to Note 4 to the Consolidated Financial Statements for additional information on the sale of our insurance business.

Net Gains (Losses) on Sales of Loans

Net gains or losses on sales of loans include realized and unrealized gains and losses on loans as well as the changes in fair value of our IRLCs and other freestanding derivatives. A substantial portion of the gain or loss on sales of loans is recognized at the time we commit to originate or purchase a loan at specified terms as we recognize the value of the IRLC at the time of commitment. The fair value of the IRLC includes an estimate of the fair value of the servicing right we expect to receive upon sale of the loan.

The Originations segment recognizes the initial fair value of the entire commitment, including the servicing rights component, on the date of the commitment, while the Servicing segment historically recognized the change in fair value of the servicing rights component of our IRLCs and loans held for sale that occurred subsequent to the date of our commitment through the sale of the loan. Beginning with new locks occurring after January 1, 2017, the Servicing segment recognizes the change in fair value of the servicing rights component of the IRLCs and loans held for sale for Ginnie Mae loans that occur subsequent to the date of our commitment through the sale of the loan; however, the change in fair value of GSE loans is now in the Originations segment due to flow arrangements in place with third parties. Net gains (losses) on sales of loans for the Servicing segment consist of this change in fair value as well as net gains or losses on sales of loans to third parties. Net gains (losses) on sales of loans increased $5.5 million to a net gain in 2017 as compared to a net loss in 2016 due primarily to an increase in realized and unrealized gains (losses) on originated mortgage servicing rights associated with the mortgage loan pipeline and mortgage loans held for sale.

Other Revenues

Other revenues consist primarily of interest income on cash and cash equivalents, changes in the fair value of charged-off loans and, beginning in 2017, insurance marketing commissions. Other revenues increased $23.0 million in 2017 as compared to 2016 due primarily to higher other interest income and, to a lesser extent, insurance marketing commissions recognized in 2017.

General and Administrative and Allocated Indirect Expenses

General and administrative and allocated indirect expenses decreased $59.7 million in 2017 as compared to 2016 resulting primarily from decreases of $27.0 million in corporate allocations for salaries and benefits and transformation costs, $24.6 million in servicer interest expense primarily due to the reduction in our owned MSR portfolio, $22.0 million in contractor and other costs related to our servicing platform conversion that occurred in 2016, $11.5 million in advance loss provision due to additional reserves established in 2016, $6.7 million in legal expenses due to lower litigation and settlement costs and $18.8 million in other cost savings; offset in part by increases of $22.7 million in charges associated with default servicing, $10.0 million in accruals for lease cancellation costs related to site closures, $9.3 million in costs associated with the use of MSP and outsourcing initiatives and $5.6 million in additional costs related to the sale of the insurance business.

Salaries and Benefits

Salaries and benefits expense decreased $78.4 million in 2017 as compared to 2016 due primarily to decreases of $55.7 million in compensation and benefits primarily resulting from a lower average headcount driven by site closures, organizational changes and a shift from full-time employees to outsourced services, and $15.1 million related to a change in the commissions structure. Headcount assigned directly to our Servicing segment decreased by approximately 800 full-time employees from 2,900 at December 31, 2016 to 2,100 at December 31, 2017.

Interest Expense

Interest expense decreased $14.9 million in 2017 as compared to 2016 driven by a $14.5 million decrease in interest expense related to servicing advance liabilities due primarily to the net pay down of our advance facilities resulting from advance reimbursements received in connection with the sale of loans and servicing rights during 2017 and the fourth quarter of 2016 and the retirement and termination of certain advance facilities in exchange for the DIP Warehouse Facilities, partially offset by $4.3 million in amortization of debt issuance costs related to the DIP Warehouse Facilities, which are being amortized over the estimated bankruptcy period of two months.

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Depreciation and Amortization

Depreciation and amortization decreased $9.8 million in 2017 as compared to 2016 primarily due to the sale of assets related to our insurance business in the first quarter of 2017 and as a result of certain fixed assets and intangible assets having reached the end of their estimated useful lives.

Goodwill Impairment

We recorded goodwill impairment charges of $319.6 million in 2016. The impairment charges were the result of certain market, industry and company-specific matters as discussed in more detail in Note 15 to the Consolidated Financial Statements.

Gain on Sale of Business

Gain on sale of business of $67.7 million in 2017 relates to the sale of our principal insurance agency and substantially all of our insurance agency business on February 1, 2017.

Adjusted Loss and Adjusted EBITDA

Adjusted loss improved by $18.9 million and Adjusted EBITDA decreased $103.4 million in 2017 as compared to 2016 . Adjusted loss improved primarily due to lower realization of expected cash flows and salaries and benefits, offset in part by lower servicing fees. Adjusted EBITDA decreased primarily due to lower servicing fees, offset in part by lower salaries and benefits.

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Originations Segment

Provided below is a summary of results of operations, Adjusted Earnings and Adjusted EBITDA for our Originations segment (dollars in thousands):



	For the Years Ended December 31,						Variance
	2017			2016			$			%
Net gains on sales of loans	$	280,967		$	410,544		$	(129,577	)	(32	)%
Other revenues	31,377			38,886			(7,509		)	(19	)%
Total revenues	312,344			449,430			(137,086		)	(31	)%
Salaries and benefits	113,111			125,958			(12,847		)	(10	)%
General and administrative and allocated indirect expenses	94,539			107,825			(13,286		)	(12	)%
Interest expense	41,555			34,012			7,543			22	%
Intersegment retention expense	12,902			37,630			(24,728		)	(66	)%
Depreciation and amortization	2,979			8,888			(5,909		)	(66	)%
Total expenses	265,086			314,313			(49,227		)	(16	)%
Net losses on extinguishment of debt	(719		)	—			(719		)	n/m
Income before income taxes	46,539			135,117			(88,578		)	(66	)%

Adjustments to income before income taxes
Non-cash interest expense	8,638			—			8,638			n/m
Exit costs	1,436			3,118			(1,682		)	(54	)%
Share-based compensation expense	154			1,019			(865		)	(85	)%
Other	1,683			14,531			(12,848		)	(88	)%
Total adjustments	11,911			18,668			(6,757		)	(36	)%
Adjusted Earnings	58,450			153,785			(95,335		)	(62	)%

EBITDA adjustments
Depreciation and amortization	2,979			8,888			(5,909		)	(66	)%
Other	(5,780		)	(1,924		)	(3,856		)	200	%
Total adjustments	(2,801		)	6,964			(9,765		)	(140	)%
Adjusted EBITDA	$	55,649		$	160,749		$	(105,100	)	(65	)%

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The volume of our originations activity and changes in market rates primarily govern the fluctuations in revenues and expenses of our Originations segment. Provided below are summaries of our originations volume by channel (in thousands):



	For the Year Ended December 31, 2017
	Correspondent		Consumer		Wholesale		Total
Locked Volume ⁽³⁾
Purchase	$	6,562,755	$	98,583	$	505,610	$	7,166,948
Refinance	2,690,679		4,640,181		442,894		7,773,754
Total	$	9,253,434	$	4,738,764	$	948,504	$	14,940,702

Funded Volume
Purchase	$	6,736,255	$	113,406	$	444,401	$	7,294,062
Refinance	2,806,222		5,077,224		432,170		8,315,616
Total	$	9,542,477	$	5,190,630	$	876,571	$	15,609,678

Sold Volume
Purchase	$	6,922,893	$	112,440	$	419,800	$	7,455,133
Refinance	2,971,297		5,336,742		418,678		8,726,717
Total	$	9,894,190	$	5,449,182	$	838,478	$	16,181,850



	For the Year Ended December 31, 2016
	Correspondent		Consumer		Wholesale ⁽¹⁾		Retail ⁽²⁾		Total
Locked Volume ⁽³⁾
Purchase	$	8,108,275	$	102,244	$	30,976	$	5,893	$	8,247,388
Refinance	5,271,061		6,914,462		115,260		5,030		12,305,813
Total	$	13,379,336	$	7,016,706	$	146,236	$	10,923	$	20,553,201

Funded Volume
Purchase	$	8,206,636	$	136,428	$	24,835	$	10,900	$	8,378,799
Refinance	5,280,502		6,576,683		105,531		3,983		11,966,699
Total	$	13,487,138	$	6,713,111	$	130,366	$	14,883	$	20,345,498

Sold Volume
Purchase	$	8,290,301	$	136,257	$	18,255	$	34,457	$	8,479,270
Refinance	5,283,536		6,578,608		86,012		30,210		11,978,366
Total	$	13,573,837	$	6,714,865	$	104,267	$	64,667	$	20,457,636

__________


(1)	During the third quarter of 2016, we re-entered the wholesale channel in an effort to expand our customer base.


(2)	We exited the consumer retail channel in January 2016.


(3)	Volume has been adjusted by the percentage of mortgage loans not expected to close based on previous historical experience and changes in interest rates.

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Net Gains on Sales of Loans

Net gains on sales of loans include realized and unrealized gains and losses on loans, the initial fair value of the capitalized servicing rights upon loan sales with servicing retained, as well as the changes in fair value of our IRLCs and other freestanding derivatives. The amount of net gains on sales of loans is a function of the volume and margin of our originations activity and is impacted by fluctuations in interest rates. A substantial portion of our gains on sales of loans is recognized at the time we commit to originate or purchase a loan at specified terms, as we recognize the value of the IRLC at the time of commitment. The fair value of the IRLC includes our estimate of the fair value of the servicing right we expect to retain upon sale of the loan. We recognize loan origination costs as incurred, which typically align with the date of loan funding for consumer originations and the date of loan purchase for correspondent lending. These expenses are primarily included in general and administrative expenses and salaries and benefits on the consolidated statements of comprehensive loss. In addition, we record a provision for losses relating to representations and warranties made as part of the loan sale transaction at the time the loan is sold.

The volatility in the gain on sale of loans spread is attributable to market pricing, which changes with demand, channel mix, and the general level of interest rates. While many factors may affect consumer demand for mortgages, generally, pricing competition on mortgage loans is lower in periods of low or declining interest rates, as consumer demand is greater. This provides opportunities for originators to increase volume and earn wider margins. Conversely, pricing competition increases when interest rates rise as consumer demand lessens. This reduces overall origination volume and may lead originators to reduce margins. The level and direction of interest rates are not the sole determinant of consumer demand for mortgages. Other factors such as secondary market conditions, home prices, credit spreads or legislative activity may impact consumer demand more significantly than interest rates in any given period.

Net gains on sales of loans for our Originations segment consists of the following (dollars in thousands):



	For the Years Ended December 31,						Variance
	2017			2016			$			%
Realized gains on sales of loans ⁽¹⁾	$	169,285		$	224,796		$	(55,511	)	(25	)%
Change in unrealized gains on loans held for sale ⁽¹⁾	7,226			(14,117		)	21,343			(151	)%
Gains (losses) on interest rate lock commitments ⁽¹⁾⁽²⁾	(23,046		)	194			(23,240		)	n/m
Losses on forward sales commitments ⁽¹⁾⁽²⁾	(31,662		)	(12,335		)	(19,327		)	157	%
Losses on MBS purchase commitments ⁽¹⁾⁽²⁾	(2,749		)	(20,317		)	17,568			(86	)%
Capitalized servicing rights ⁽³⁾	135,176			205,365			(70,189		)	(34	)%
Provision for repurchases	(6,991		)	(15,331		)	8,340			(54	)%
Interest income	33,856			41,715			(7,859		)	(19	)%
Other	(128		)	574			(702		)	(122	)%
Net gains on sales of loans	$	280,967		$	410,544		$	(129,577	)	(32	)%

__________


(1)	Gains or losses on interest rate lock commitments, forward sales commitments, and MBS purchase commitments are principally offset by gains or losses included in realized gains on sales of loans or change in unrealized gains on loans held for sale.


(2)	Realized losses on freestanding derivatives were $8.8 million and $57.3 million during 2017 and 2016, respectively.


(3)	Includes MSR sales to NRM of $62.3 million and $12.9 million during 2017 and 2016, respectively. Refer to Note 5 to the Consolidated Financial Statements for additional information regarding transactions with NRM.

The decrease in net gains on sales of loans in 2017 as compared to 2016 was primarily due to an overall lower volume of locked loans. In addition, we experienced a shift in mix from the higher margin consumer channel to the lower margin correspondent and wholesale channels during 2017 as compared to 2016. The consumer channel locked volume declined in part due to lower HARP volume in 2017. Other contributors to the decrease in net gains on sales of loans included a market shift away from loan refinance towards home purchase volume, a reduction in direct mail lead generation and a lower servicing rights margin.

The years ended December 31, 2017 and 2016 included the benefit of higher margins from HARP, which is scheduled to expire on December 31, 2018 . HARP is a federal program of the U.S. that helps homeowners refinance their mortgage. Our strategy includes significant efforts to maintain retention volumes through traditional refinancing opportunities and HARP, although we believe peak HARP refinancing occurred in prior periods.

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Provided below is a summary of origination economics for all channels (in basis points):



	For the Years Ended December 31,				Variance
	2017		2016		Bps		%
Gain on sale of loans ⁽¹⁾	188		200		(12	)	(6	)%
Fee income ⁽²⁾	20		19		1		5	%
Direct expenses ⁽²⁾	(133	)	(125	)	(8	)	6	%
Direct margin	75		94		(19	)	(20	)%

__________


(1)	Calculated on pull-through adjusted locked volume.


(2)	Calculated on funded volume.

The direct margin decreased during 2017 as compared to 2016 resulting from lower gain on sale of loans margin and higher direct expense margin. The gain on sale of loans margin decreased in part due to the shift in mix from the higher margin consumer channel to the lower margin correspondent and wholesale channels. Our correspondent and wholesale volume represented 68% of total pull-through adjusted locked volume for 2017 as compared to 66% for 2016. In addition, there were lower margins in the correspondent channel during 2017 as compared to 2016 generally due to lower pricing levels, as well as higher volume incentives offered in 2017.

Direct expenses increased due to higher compensation margins due to incentive plan changes and fixed headcount costs, as well as higher interest expense due to higher average interest rates on our warehouse facilities. These were partially offset by lower intersegment expense as a result of lower overall retention volume due to our smaller owned MSR portfolio.

Other Revenues

Other revenues, which consists primarily of origination fee income and interest on cash equivalents, decreased $7.5 million in 2017 as compared to 2016 resulting primarily from $6.3 million in lower origination fee income primarily due to an overall lower volume of funded loans.

Salaries and Benefits

Salaries and benefits expense decreased $12.8 million in 2017 as compared to 2016 due primarily to decreases of $6.4 million in commissions and incentives resulting from lower originations volume, $4.4 million in overtime driven by lower locked and funded volume in the consumer channel and cost reduction measures and $3.0 million in severance.

General and Administrative and Allocated Indirect Expenses

General and administrative and allocated indirect expenses decreased $13.3 million in 2017 as compared to 2016 primarily due to decreases of $4.7 million related to asset impairment charges in 2016, $3.6 million in corporate allocations for salaries and benefits and transformation costs, $4.0 million in advertising costs resulting from a decrease in mail solicitations attributable to a strategy shift in lead acquisition and in sponsorship costs and gift card campaigns, $2.8 million in document custody and overnight mail costs corresponding to originations volume, $2.2 million in legal fees primarily related to the settlement of a legal case in 2016 and $4.2 million in other cost savings; partially offset by a $5.0 million lower reduction to the representations and warranty reserve resulting from assumption updates and $4.3 million in higher loan origination expense due to an increase in loan processing and underwriting expenses and higher net appraisal expense in 2017.

Interest Expense

Interest expense increased $ 7.5 million in 2017 as compared to 2016 primarily due to $8.6 million in amortization of debt issuance costs incurred in connection with the DIP Warehouse Facilities, which are being amortized over the estimated bankruptcy period of two months, and extending another of our warehouse facilities. This amortization was offset in part by a $1.0 million decrease in interest expense related to the existing warehouse facilities due to lower average borrowings, partially offset by a higher average interest rate.

Intersegment Retention Expense

Intersegment retention expense relates to fees charged by our Servicing segment to the Originations segment in relation to loan originations completed that resulted from access to the Servicing segment’s servicing portfolio related to capitalized servicing rights. The decrease in intersegment retention expense of $ 24.7 million in 2017 as compared to 2016 was due primarily to lower overall retention volume due to our smaller owned MSR portfolio.

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Depreciation and Amortization

Depreciation and amortization decreased $5.9 million in 2017 as compared to 2016 primarily as a result of certain assets having reached the end of their estimated useful lives at the end of 2016 and during 2017.

Adjusted Earnings and Adjusted EBITDA

Adjusted Earnings and Adjusted EBITDA decreased $95.3 million and $105.1 million , respectively, in 2017 as compared to 2016 due primarily to lower net gains on sales of loans, partially offset by decreases in intersegment retention expense and salaries and benefits.

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Reverse Mortgage Segment

Provided below is a summary of results of operations, Adjusted Loss and Adjusted EBITDA for our Reverse Mortgage segment (dollars in thousands):



	For the Years Ended December 31,						Variance
	2017			2016			$			%
Net fair value gains on reverse loans and related HMBS obligations	$	42,419		$	59,022		$	(16,603	)	(28	)%
Net servicing revenue and fees	27,566			31,031			(3,465		)	(11	)%
Other revenues	2,750			5,742			(2,992		)	(52	)%
Total revenues	72,735			95,795			(23,060		)	(24	)%
General and administrative and allocated indirect expenses	60,019			83,250			(23,231		)	(28	)%
Salaries and benefits	47,202			69,112			(21,910		)	(32	)%
Interest expense	31,435			9,070			22,365			247	%
Depreciation and amortization	3,119			6,088			(2,969		)	(49	)%
Intangible assets impairment	—			6,735			(6,735		)	(100	)%
Other expenses, net	5,146			4,421			725			16	%
Total expenses	146,921			178,676			(31,755		)	(18	)%
Net losses on extinguishment of debt	(1,345		)	—			(1,345		)	n/m
Other losses	—			(1,664		)	1,664			(100	)%
Loss before income taxes	(75,531		)	(84,545		)	9,014			(11	)%

Adjustments to loss before income taxes
Fair value to cash adjustment for reverse loans	38,351			17,501			20,850			119	%
Non-cash interest expense	7,826			—			7,826			n/m
Exit costs	1,628			5,437			(3,809		)	(70	)%
Share-based compensation expense	348			1,032			(684		)	(66	)%
Intangible assets impairment	—			6,735			(6,735		)	(100	)%
Other	2,098			3,971			(1,873		)	(47	)%
Total adjustments	50,251			34,676			15,575			45	%
Adjusted Loss	(25,280		)	(49,869		)	24,589			(49	)%

EBITDA adjustments
Depreciation and amortization	3,119			6,088			(2,969		)	(49	)%
Amortization of servicing rights	1,494			1,753			(259		)	(15	)%
Other	82			151			(69		)	(46	)%
Total adjustments	4,695			7,992			(3,297		)	(41	)%
Adjusted EBITDA	$	(20,585	)	$	(41,877	)	$	21,292		(51	)%

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Reverse Mortgage Servicing Portfolio

Provided below is a summary of the activity in our third-party servicing portfolio for our reverse mortgage business, which included accounts serviced for third parties for which we earn servicing revenue. It excludes servicing performed related to reverse mortgage loans and real estate owned recognized on our consolidated balance sheets, as the securitized loans are accounted for as a secured borrowing (dollars in thousands):



	For the Years Ended December 31,
	2017					2016
	Number of Accounts		Unpaid Principal Balance			Number of Accounts		Unpaid Principal Balance
Third-party servicing portfolio
Balance at beginning of the year	56,550		$	10,340,727		56,046		$	9,818,400
New business added	6,012		1,169,169			10,091		1,789,432
Other additions ⁽¹⁾	—		772,161			—		784,523
Payoffs and curtailments	(12,380	)	(2,505,310		)	(9,587	)	(2,051,628		)
Balance at end of the year	50,182		$	9,776,747		56,550		$	10,340,727

__________


(1)	Other additions include additions to the principal balance serviced related to draws on lines of credit, interest, servicing fees, mortgage insurance and advances owed by the existing borrower.

Provided below is a summary of our reverse loan servicing portfolio (dollars in thousands):



	At December 31, 2017			At December 31, 2016
	Number of Accounts	Unpaid Principal Balance		Number of Accounts	Unpaid Principal Balance
Third-party servicing portfolio ⁽¹⁾	50,182	$	9,776,747	56,550	$	10,340,727
On-balance sheet residential loans and real estate owned	54,732	9,573,804		62,485	10,321,425
Total reverse loan servicing portfolio	104,914	$	19,350,551	119,035	$	20,662,152

__________


(1)	We earn a fixed dollar amount per loan on a majority of our third-party reverse loan servicing portfolio. The weighted-average contractual servicing fee for our third-party servicing portfolio, which is calculated as the annual average servicing fee divided by the ending unpaid principal balance, was 0.13% at December 31, 2017 and 2016 .

Net Fair Value Gains on Reverse Loans and Related HMBS Obligations

Provided in the table below is a summary of the components of net fair value gains on reverse loans and related HMBS obligations (dollars in thousands):



	For the Years Ended December 31,						Variance
	2017			2016			$			%
Interest income on reverse loans	$	450,628		$	450,008		$	620		—	%
Interest expense on HMBS related obligations	(398,241		)	(412,090		)	13,849			(3	)%
Net interest income on reverse loans and HMBS related obligations	52,387			37,918			14,469			38	%

Change in fair value of reverse loans	(208,340		)	(111,687		)	(96,653		)	87	%
Change in fair value of HMBS related obligations	198,372			132,791			65,581			49	%
Net change in fair value on reverse loans and HMBS related obligations	(9,968		)	21,104			(31,072		)	(147	)%
Net fair value gains on reverse loans and related HMBS obligations	$	42,419		$	59,022		$	(16,603	)	(28	)%

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Net fair value gains on reverse loans and related HMBS obligations include the contractual interest income earned on reverse loans, including those not yet securitized or no longer in securitization pools, net of interest expense on HMBS related obligations, and the change in fair value of these assets and liabilities. Included in the change in fair value are gains due to loan originations that include tail draws. Tail draws are participations in previously securitized HECMs and are created by additions to principal for borrower draws on lines-of-credit, interest, servicing fees, and mortgage insurance premiums. Economic gains and losses result from the pricing of an aggregated pool of loans exceeding the cost of the origination or acquisition of the loan as well as the change in fair value resulting from changes to market pricing on HECMs and HMBS. No gain or loss is recognized as a result of the securitization of reverse loans as these transactions are accounted for as secured borrowings. However, HECMs and HMBS related obligations are marked to fair value, which can result in a net gain or loss related to changes in market pricing.

Net interest income on reverse loans and HMBS related obligations increased $14.5 million in 2017 as compared to 2016 , primarily as a result of a decrease in HMBS related obligations due to an increase in buyouts, partially offset by an increase in nonperforming reverse loans, which generally have lower interest rates than performing loans. If the net interest income were adjusted for interest expense from debt financing on warehouse facilities, which is recorded in interest expense, the aforementioned impact would be minimal for the year ended December 31, 2017 . The net change in fair value on reverse loans and HMBS related obligations is comprised of cash generated by origination, purchase, and securitization of HECMs as well as non-cash fair value gains or losses. Cash generated by the origination, purchase and securitization of HECMs decreased $10.2 million in 2017 as compared to 2016 primarily due to our exit from the reverse mortgage originations business in early 2017, partially offset by a shift in mix from lower margin new originations to higher margin tails. Net non-cash fair value losses increased by $20.9 million in 2017 as compared to 2016 due primarily to valuation model assumption adjustments related to buyout loans as well as the impact of an increased level of buyout loans and changes in market pricing in 2017.

Reverse loans and related HMBS obligations are generally subject to net fair value gains when interest rates decline primarily as a result of a longer duration of reverse loans as compared to HMBS related obligations. Our reverse loans have longer durations primarily as a result of our obligations as issuer of HMBS, which includes the requirement to purchase loans out of the Ginnie Mae securitization pools once the outstanding principal balance of the related HECM is equal to or greater than 98% of the maximum claim amount. The conditional repayment rate utilized in the valuation of reverse loans and HMBS related obligations has increased from 28.48% and 27.74%, respectively, at December 31, 2016 to 30.23% and 32.07% , respectively, at December 31, 2017 primarily due to runoff of the portfolio.

Provided below is a summary of our funded volume, which represents purchases and originations of reverse loans, and volume of securitizations into HMBS (dollars in thousands):



	For the Years Ended December 31,				Variance
	2017		2016		$			%
Funded volume	$	399,165	$	872,203	$	(473,038	)	(54	)%
Securitized volume ⁽¹⁾	426,531		868,023		(441,492		)	(51	)%

__________


(1)	Securitized volume includes $347.5 million and $422.7 million of tails securitized for 2017 and 2016 , respectively. Tail draws associated with the HECM IDL product were $200.0 million and $248.7 million for 2017 and 2016 , respectively.

Funded and securitized volumes decreased during 2017 as compared to 2016 primarily due to the decision made by management during December 2016 to exit the reverse mortgage originations business. As of December 31, 2017, there were no reverse loans in the originations pipeline as we finalized the shutdown of the reverse mortgage originations business during 2017. We will continue to fund undrawn tails available to borrowers. Refer to Note 18 to the Consolidated Financial Statements for additional information regarding exit activities.

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Net Servicing Revenue and Fees

A summary of net servicing revenue and fees for our Reverse Mortgage segment is provided below (dollars in thousands):



	For the Years Ended December 31,						Variance
	2017			2016			$			%
Servicing fees	$	13,133		$	14,055		$	(922	)	(7	)%
Incentive and performance fees	8,362			9,557			(1,195		)	(13	)%
Ancillary and other fees	7,565			9,172			(1,607		)	(18	)%
Servicing revenue and fees	29,060			32,784			(3,724		)	(11	)%
Amortization of servicing rights	(1,494		)	(1,753		)	259			(15	)%
Net servicing revenue and fees	$	27,566		$	31,031		$	(3,465	)	(11	)%

The decline in net servicing revenue and fees of $3.5 million in 2017 as compared to 2016 was due primarily to a decrease in ancillary and other fees and incentive and performance fees for the management of real estate owned.

General and Administrative and Allocated Indirect Expenses

General and administrative and allocated indirect expenses decreased by $23.2 million in 2017 as compared to 2016 due primarily to decreases of $5.4 million in loan servicing expense, $5.0 million in advertising costs due to our exit from the reverse mortgage originations business in early 2017, $4.2 million in contractor fees, $2.8 million of asset impairment charges in 2016 and $1.9 million in curtailment-related accruals. Corporate allocations for salaries and benefits and transformation costs decreased $2.8 million in 2017 as compared to 2016 .

Salaries and Benefits

Salaries and benefits expense decreased $ 21.9 million in 2017 as compared to 2016 due primarily to lower compensation and benefits, severance, bonuses, commissions and overtime as a result of lower origination volume and lower average headcount resulting from our decision to exit the reverse mortgage originations business. Headcount assigned directly to our Reverse segment decreased by approximately 200 full-time employees from 800 at December 31, 2016 to 600 at December 31, 2017.

Interest Expense

Interest expense increased $22.4 million in 2017 as compared to 2016 due primarily to higher average borrowings on master repurchase agreements resulting from higher buyout loan levels, combined with a higher average cost of debt, which included the excess amortization of debt costs of $7.8 million due to securing the DIP and Exit Warehouse Facilities during December 2017, discussed in more detail in the Liquidity and Capital Resources section below.

Intangible Assets Impairment

We recorded $6.7 million in intangible assets impairment charges in 2016. These impairment charges were the result of certain market, industry and company-specific matters as discussed in more detail in Note 15 to the Consolidated Financial Statements.

Adjusted Loss and Adjusted EBITDA

Adjusted Loss and Adjusted EBITDA improved by $24.6 million and $ 21.3 million , respectively, in 2017 as compared to 2016 primarily due to the decreases in salaries and benefits and general and administrative expenses, partially offset by the increase in interest expense as described above.

Other Non-Reportable Segment

Other Revenues

Other revenues consist primarily of asset management advisory fees, investment income and other interest income. Other revenues remained flat in 2017 as compared to 2016.

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Expenses

Expenses increased $76.7 million in 2017 as compared to 2016 as a result of higher costs related to our debt restructuring in connection with the Chapter 11 Case .

Other Gains (Losses)

Net losses on extinguishment of debt of $1.8 million in 2017 resulted primarily from the write-off of deferred debt issuance costs and debt discount related to payments made on the 2013 Term Loan in connection with the Restructuring. Net gains on extinguishment of debt of $14.7 million in 2016 primarily relate to the repurchase of a portion of our Convertible Notes with a carrying value of $39.3 million.

Other net fair value gains (losses) increased $7.2 million to a gain in 2017 as compared to a loss in 2016 driven by improved default rate assumptions and an increase in the LIBOR rate for loans and bonds related to the Non-Residual Trusts, partially offset by a 32 bps increase in the discount rate of mortgage loans related to Non-Residual Trusts during 2017.

Liquidity and Capital Resources

Overview

Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to repay debt and meet the financial obligations of our operations including funding MSR acquisitions; mortgage loan and reverse loan servicing advances; obligations associated with the repurchase of reverse loans and mortgage loans from securitization pools; funding additional borrowing capacity on reverse loans; origination of mortgage loans; and other general business needs, including the cost of compliance with changing legislation and related rules. Our liquidity is measured as our consolidated cash and cash equivalents excluding subsidiary minimum cash requirement balances, which are typically associated with our servicer licensing or financing or subservicing agreements with third parties.

At December 31, 2017 , our liquidity was $242.3 million , including cash liquidity of $241.8 million and availability under the 2013 Revolver of $0.5 million . As discussed further in the Corporate Debt section below, at December 31, 2017 the maximum amount we would have been able to borrow on the 2013 Revolver was $20.0 million, of which $0.5 million remained available after reductions for issued letters of credit. As of the Effective Date and upon entry into the 2018 Credit Agreement, the 2013 Revolver and all issued letters of credit were terminated.

As discussed further herein, effective December 5, 2017, we entered into an agreement with certain warehouse lenders to provide the DIP Warehouse Facilities during the Chapter 11 Case and the Exit Warehouse Facilities until February 2019. Beginning on the Effective Date, the DIP Warehouse Facilities transitioned into the Exit Warehouse Facilities, whereupon such facilities were modified but will continue to fund the purchase and origination of mortgage loans, the repurchases of HECMs and servicing advances related to mortgage loan servicing activities in an aggregate combined capacity of $1.9 billion. In connection with such transition, among other modifications, (i) the Securities Master Repurchase Agreement was terminated and replaced by the newly implemented DAAT Facility and DPATII Facility, (ii) the maximum capacity sub-limit with respect to Ditech Financial’s master repurchase agreement was increased from $750.0 million to $1.0 billion, (iii) the maturity date with respect to the Ditech Financial and RMS warehouse facilities was extended to February 8, 2019, and (iv) the DAAT Facility and DPATII Facility will be due and payable on February 11, 2019

We endeavor to maintain our liquidity at a level sufficient to fund certain known or expected payments and to fund our working capital needs. Our principal sources of liquidity are the cash flows generated from our business segments and funds available from our master repurchase agreements, mortgage loan servicing advance facilities, issuance of GMBS, issuance of HMBS to fund our tail commitments and sales of MSR, any portion thereof, or other assets. From time to time, we utilize our excess cash to reinvest in the business, including but not limited to investment in MSR and repayment of debt.

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We believe that, based on current forecasts and anticipated market conditions, our current liquidity, along with the funds generated from our principal sources of liquidity discussed above, will allow us to meet anticipated cash requirements to fund operating needs and expenses, servicing advances, loan originations and repurchases of mortgage loans and HECMs, planned capital expenditures, asset acquisitions, cash taxes and all required debt service obligations for the next 12 months. Our operating cash flows and liquidity are significantly influenced by numerous factors, including interest rates, the continued availability of financing and other factors discussed below. Our liquidity outlook assumes we are able to maintain, renew, resize or replace our existing mortgage loan servicing advance facilities, mortgage loan master repurchase agreements and reverse loan master repurchase agreements to fund repurchases of HECMs with enough capacity to meet projected needs, and/or are able to implement other financing solutions to meet such needs. We continually monitor our cash flows and liquidity in order to be responsive to changing conditions and other factors.

Recent Actions

The following actions relating to our liquidity have been completed or are currently in process:


•	we emerged from the Chapter 11 Case on February 9, 2018, which resulted in approximately $807 million of corporate debt and accrued interest being extinguished. Contemporaneously, we issued $250 million aggregate principal amount of Second Lien Notes;


•	on March 29, 2018, we entered into an agreement with the Term Lenders to waive certain covenants through 2019 in exchange for an additional incremental minimum paydown of no less than $30 million by December 31, 2018; and

•

we are currently working with an advisor to help market and sell a pool of defaulted reverse Ginnie Mae buyout loans that are owned by the Company and financed under its existing financing facilities and with our existing as well as new lenders to increase financing capacity for reverse Ginnie Mae buyout loans. These actions are expected to provide adequate liquidity to satisfy our Ginnie May buyout obligations.

Strategic plans designed to improve our liquidity include the following:


•	our leadership team continues the transformation of the operating businesses by contemplating further cost reductions, operational enhancements and streamlining of the businesses and reduction of leverage;


•	for the Servicing business, we continue the transition to a fee-for-service model with a focus on selling servicing rights to third parties on a more selective basis while continuing to grow the subservicing business with third-party servicing rights owners; and


•	dispose of assets that are not necessary to support our business strategies including the sale or securitization of reverse Ginnie Mae buyout loans. Refer to Note 30 to the Consolidated Financial Statements for additional information.

Mortgage Loan Servicing Business

Our servicing agreements impose on us various rights and obligations that affect our liquidity. Among the most significant of these obligations is the requirement that we advance our own funds to pay property taxes, insurance premiums and foreclosure costs and various other items, referred to as protective advances. Protective advances are required to preserve the collateral underlying the residential loans being serviced. In addition, we advance our own funds to meet contractual principal and interest payment requirements for certain credit owners. In the normal course of business, we borrow money from various counterparties who provide us with either financing to fund a portion of our mortgage loan related servicing advances on a short-term basis or provide for reimbursement within an agreed-upon period. Payments on the amounts due under these servicer advance funding agreements are paid from certain proceeds received (i) in connection with the liquidation of mortgaged properties, (ii) from repayments received from mortgagors, (iii) from reimbursements received from the owners of the mortgage loans, such as Fannie Mae, Freddie Mac and private label securitization trusts, or (iv) from the issuance of new notes or other refinancing transactions.

Subservicers are generally reimbursed for advances in the month following the advance, so our advance funding requirements may be reduced if we succeed in transitioning to a greater mix of subservicing in our portfolio. Our ability to fund servicing advances on our owned MSR portfolio is a significant factor that affects our liquidity, and to operate and grow our servicing portfolio we depend upon our ability to secure financing arrangements on acceptable terms and to renew, replace or resize existing financing facilities as they expire. However, there can be no assurance that these facilities will be available to us in the future. The servicing advance financing agreements that support our servicing operations are discussed below.

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Pre-petition Servicer Advance Facilities

GTAAFT Facility

During 2017, prior to the Chapter 11 Case, Ditech Financial utilized the non-recourse GTAAFT Facility to provide funding for servicer and protective advances made in connection with its servicing of certain Fannie Mae and Freddie Mac mortgage loans. In connection with the GTAAFT Facility, Ditech Financial sold and/or contributed the rights to reimbursement for servicer and protective advances to a depositor entity, which then sold and/or contributed such rights to reimbursement to an issuer entity. Each of the issuer and the depositor entities under this facility is structured as a bankruptcy remote special purpose entity and is the sole owner of its respective assets.

Prior to the Chapter 11 Case, the GTAAFT Facility consisted of (i) Series 2016-T1 two-year term notes issued September 30, 2016 with an aggregate principal balance of $300.0 million and an expected repayment date of October 15, 2018, and (ii) up to $150.0 million of Series 2014-VF2 variable funding notes of which $22.9 million was outstanding with a scheduled repayment date of October 3, 2018.

Other Servicing Advance Facilities

During 2017, prior to the Chapter 11 Case, Ditech Financial had two additional servicing advance facilities that were used to fund servicer and protective advances under certain servicing agreements. Prior to the Chapter 11 Case, these servicing advance facilities had an aggregate capacity of $125.0 million, of which $75.0 million was non-recourse to us, and aggregate borrowings of $85.3 million.

These servicing advance facilities contained customary events of default and covenants. Ditech Financial received waivers and/or amendments from each of its lenders to the extent necessary to waive any default, event of default, amortization event, termination event or similar event resulting from or arising from the Restatement. Additionally, we received a limited waiver under two of the servicing advance facilities to waive any event of default or similar event arising from the Restructuring.

DIP Warehouse Facilities - Servicing Advance Facilities

Securities Master Repurchase Agreement

Effective December 5, 2017, we entered into a Securities Master Repurchase Agreement with certain existing warehouse lenders as part of our DIP Warehouse Facilities to provide servicer advance financing during the Chapter 11 Case. The Securities Master Repurchase Agreement provided up to $550.0 million to fund the purchase of new variable funding notes issued under the GTAAFT Facility and DPAT Facility. The DPAT Facility was created to finance non-GSE servicer and protective advances and is otherwise structured similar to the GTAAFT facility. The new variable funding notes issued under these facilities were pledged as collateral under the Securities Master Repurchase Agreement. Proceeds from the funding were used to repay existing borrowings under the GTAAFT Facility and other servicing advance facilities, including the $300.0 million Series 2016-T1 two-year term notes, $22.9 million Series 2014-VF2 variable funding notes, and $85.3 million of borrowings outstanding under other advance facilities. As of December 31, 2017, Ditech Financial had $421.2 million outstanding under the Securities Master Repurchase Agreement. The interest rate for the Securities Master Repurchase Agreement was based on 3-month LIBOR plus 3.00%.

On February 12, 2018, as part of the implementation of our Exit Warehouse Facilities, the Securities Master Repurchase Agreement was terminated and repaid with proceeds from the issuance of variable funding notes under two new servicing advance facilities, the DAAT Facility and DPATII Facility.

Post-Effective Date Servicer Advance Facilities

DAAT Facility / DPATII Facility

The DAAT Facility and DPATII Facility acquired the outstanding advances from the GTAAFT Facility and DPAT Facility, respectively. The variable funding notes issued under the GTAAFT Facility and DPAT Facility, which had been pledged as collateral under the Securities Master Repurchase Agreement, were fully redeemed and the GTAAFT Facility and DPAT Facility were both terminated on February 12, 2018.

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The collateral securing the borrowings outstanding under the DAAT Facility and DPATII Facility consists primarily of rights to reimbursement for servicer and protective advances in respect of certain mortgage loans serviced by Ditech Financial on behalf of Fannie Mae and other private-label securitization trusts, as well as cash.

As part of our Exit Warehouse Facilities, the DAAT Facility and DPATII Facility have maximum capacity sub-limits of $475.0 million and $75.0 million , respectively. The interest on the variable funding notes issued under the DAAT Facility and DPATII Facility is based on the lender's applicable index, plus a per annum margin of 2.25%. No other notes have been issued under these facilities. We may repay and redraw the variable funding notes issued for 364-days from and including February 12, 2018 subject to the satisfaction of various funding conditions including Ditech Holding not being in default under warehouse, repurchase, credit or other similar agreements relating to indebtedness in excess of certain amounts and there being no breaches of representations, warranties and covenants by us under the DAAT and DPATII transaction agreements. If such 364-day period is not extended, the variable funding notes will become due and payable on February 11, 2019. These facilities, together with Ditech Financial's master repurchase agreement and RMS's master repurchase agreement are subject, collectively, to a combined maximum outstanding amount of $1.9 billion under our Exit Warehouse Facilities agreements. As of March 1, 2018, the DAAT Facility and DPATII Facility had outstanding balances of $262.2 million and $67.3 million, respectively, and the Exit Warehouse Facilities in total had an outstanding balance of $1.7 billion.

The facilities' base indenture and indenture supplements include facility events of default and target amortization events customary for financings of this type. The target amortization events include, among other events, events related to breaches of representations, financial and non-financial covenants, certain tests related to the collection and performance of the receivables securing the variable funding notes, defaults under certain other material indebtedness, material judgments and change of control. Upon the occurrence of a target amortization event, the outstanding principal balance of the variable funding notes is payable on the first payment date occurring after the occurrence of such target amortization event. Failure to make requisite payments on the variable funding notes following the occurrence of a target amortization event could lead to an event of default. Upon the occurrence of an event of default, specified percentages of noteholders have the right to terminate all commitments and accelerate the variable funding notes under the base indenture, enforce their rights with respect to the collateral and take certain other actions. The events of default include, among other events, the occurrence of any failure to make payments (subject to certain cure periods and including balances due after the occurrence of a target amortization event), failure of Ditech Financial to satisfy various deposit and remittance obligations as servicer of certain mortgage loans, the requirement of the issuer to be registered as an "investment company" under the Investment Company Act of 1940, as amended, certain tests related to the collection and performance of the receivables securing the notes issued pursuant to the base indenture and applicable indenture supplement, removal of Ditech Financial’s status as an approved seller or servicer by either Fannie Mae or Freddie Mac and bankruptcy events.

In connection with these facilities, we entered into an acknowledgment agreement with Fannie Mae, dated as of February 9, 2018, that waived Fannie Mae's respective rights of set-off against rights to reimbursement for certain servicer advances and delinquency advances subject to the DAAT Facility. The Fannie Mae acknowledgment agreement remains in effect unless Fannie Mae withdraws its consent (i) at each yearly anniversary of the agreement by providing 30 days' advance written notice or (ii) upon certain other specified events. If Fannie Mae were to withdraw such waiver or subordination, as applicable, of its respective rights of set-off, our ability to increase the draws on the variable funding notes or maintain the drawn balances thereunder could be materially limited or eliminated.

Early Advance Reimbursement Agreement

Ditech Financial's Early Advance Reimbursement Agreement with Fannie Mae is used exclusively to fund certain principal and interest and servicer and protective advances that are the responsibility of Ditech Financial under its Fannie Mae servicing agreements. This agreement was renewed in March 2017 and expires on March 31, 2018. In March 2018, we executed an amendment effective April 1, 2018, which extends this agreement to December 31, 2018 at which time this facility will terminate. Upon termination, any remaining balance would become due and payable. At December 31, 2017 , we had borrowings of $62.3 million under the Early Advance Reimbursement Agreement, which has a capacity of $100.0 million .

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Mortgage Loan Originations Business

Master Repurchase Agreements

Ditech Financial utilizes master repurchase agreements with various warehouse lenders to fund the origination and purchase of residential loans. These facilities provide creditors a security interest in the mortgage loans that meet the eligibility requirements under the terms of each particular facility in exchange for cash proceeds used to originate or purchase mortgage loans. We agree to repay borrowings under these facilities within a specified timeframe, and the source of repayment is typically from the sale or securitization of the underlying loans into the secondary mortgage market. We evaluate our needs under these facilities based on forecasted mortgage loan origination volume; however, there can be no assurance that these facilities will be available to us in the future.

During 2017, Ditech Financial received waivers and/or amendments on its previous warehouse facilities, required as a result of the Restatement and conclusions reached regarding our ability to continue as a going concern, as described in Note 2 to the Consolidated Financial Statements. Two of the Ditech Financial master repurchase agreements that contained profitability covenants were also amended to allow for a net loss under such covenants for the quarter ending September 30, 2017 as applicable to the terms of each respective agreement. These amendments, among other things, reduced the advance rates on certain previously existing facilities.

In October 2017, one warehouse facility was terminated and another warehouse facility matured and was not renewed. All borrowings under these facilities were fully repaid.

Effective December 5, 2017, we amended one of our master repurchase agreements, which included the consolidation with another master repurchase agreement, as part of our DIP Warehouse Facilities. The DIP Warehouse Facilities, which have a total capacity of $1.9 billion , include this master repurchase agreement, provide up to $750.0 million to finance Ditech Financial's origination business during the Chapter 11 Case, and upon transitioning into the Exit Warehouse Facilities on February 9, 2018, provide up to $1.0 billion to continue financing Ditech Financial's origination business and expire on February 8, 2019. At December 31, 2017, the interest rate under such master repurchase agreement was based on 3-month LIBOR plus 3.00%. This facility provides creditors a security interest in the mortgage loans that meet the eligibility requirements under the terms of the facility in exchange for cash proceeds used to originate or purchase mortgage loans. We agree to repay borrowings under the facility within a specified timeframe, and the source of repayment is typically from the sale or securitization of the underlying loans into the secondary mortgage market. The entire capacity under such master repurchase agreement is provided on a committed basis. We had $520.4 million of short-term borrowings under the master repurchase agreement at December 31, 2017 . Ditech Financial had no other master repurchase agreements as of December 31, 2017.

On February 9, 2018 , in connection with the Effective Date of the Prepackaged Plan, the DIP Warehouse Facilities began transitioning into the Exit Warehouse Facilities, whereupon the Ditech Financial master repurchase agreement amended under the DIP Warehouse Facilities continues to provide financing for Ditech Financial's origination business. Upon the Effective Date, the Ditech Financial master repurchase agreement was amended to, among other things, extend the maturity date to February 8, 2019, change the interest rate to the lender's applicable index, plus a per annum margin of 2.25%, and increase the maximum capacity sub-limit available to finance Ditech Financial's origination business from $750.0 million to $1.0 billion . On March 29, 2018, Ditech Financial amended its master repurchase agreement to provide for a 30 day extension to its deadline to deliver audited annual financial statements in respect of itself and Ditech Holding for the year ended December 31, 2017. As a result of such amendment, Ditech Financial is permitted to deliver the relevant Ditech Financial audited annual financial statements for the year ended December 31, 2017 within 120 days (formerly 90 days) before triggering a default or event of default or otherwise constituting a breach of any representation, warranty or covenant under its master repurchase agreement. The Ditech Financial master repurchase agreement, together with RMS's master repurchase agreement and the DAAT and DPATII Facilities are subject, collectively, to a combined maximum outstanding amount of $1.9 billion under our Exit Warehouse Facilities. As of March 1, 2018, Ditech Financial's master repurchase agreement had an outstanding balance of $572.4 million, and the Exit Warehouse Facilities in total had an outstanding balance of $1.7 billion.

Our ability to utilize our master repurchase facilities from time to time depends, among other things, upon us being able to make representations and warranties as to our solvency, the accuracy of information we have furnished, no material adverse changes having occurred, maintenance of our approved seller/servicer status with GSEs, no notices of adverse actions having been received from GSEs or agencies, the adequacy of our control program, our ability to service loans in accordance with accepted servicing practices and our compliance with applicable laws. The Ditech Financial master repurchase agreement contains customary events of default and financial covenants. Financial covenants that are most sensitive to the operating results of our subsidiaries and resulting financial position are minimum tangible net worth requirements, indebtedness to tangible net worth ratio requirements, and minimum liquidity and profitability requirements. Ditech Financial was in compliance with the terms of the master repurchase agreement, including financial covenants, at December 31, 2017.

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We are dependent on the ability to secure warehouse facilities on acceptable terms and to either renew or replace existing facilities as needed when they expire. If we fail to comply with the terms of an agreement that results in an event of default or breach of covenant without obtaining a waiver or amendment, we may be subject to termination of future funding, enforcement of liens against assets securing the respective facility, repurchase of assets pledged in a repurchase agreement, acceleration of outstanding obligations, or other adverse actions. We may seek waivers or amendments of warehouse facility terms in the future, if necessary or advisable.

Representations and Warranties

In conjunction with our originations business, we provide representations and warranties on loan sales. We sell substantially all of our originated or purchased mortgage loans into the secondary market for securitization or to private investors as whole loans. We sell conventional-conforming and government-backed mortgage loans through GSE and agency-sponsored securitizations in which mortgage-backed securities are created and sold to third-party investors. We also sell non-conforming mortgage loans to private investors. In doing so, representations and warranties regarding certain attributes of the loans are made to the third-party investor. Subsequent to the sale, if it is determined that a loan sold is in breach of these representations or warranties, we generally have an obligation to cure such breach. In general, if we are unable to cure such breach, the purchaser of the loan may require us to repurchase such loan for the unpaid principal balance, accrued interest, and related advances, and in any event, we must indemnify such purchaser for certain losses and expenses incurred by such purchaser in connection with such breach. Our credit loss may be reduced by any recourse we have to correspondent lenders that, in turn, have sold such residential loans to us and breached similar or other representations and warranties.

Our representations and warranties are generally not subject to stated limits of exposure with the exception of certain loans originated under HARP, which limits exposure based on payment history of the loan. At December 31, 2017 , our maximum exposure to repurchases due to potential breaches of representations and warranties was $69.0 billion , and was based on the original unpaid principal balance of loans sold from the beginning of 2013 through December 31, 2017 adjusted for voluntary payments made by the borrower on loans for which we perform the servicing. A majority of our loan sales were servicing retained.

Rollforwards of the liability associated with representations and warranties are included below (in thousands):



	For the Years Ended December 31,
	2017			2016
Balance at beginning of the year	$	22,094		$	23,145
Provision for new sales	6,991			15,331
Change in estimate of existing reserves ^{(1) (2)}	(10,596		)	(15,660		)
Net realized losses on repurchases	(1,697		)	(722		)
Balance at end of the year	$	16,792		$	22,094

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(1)	The change in estimate of existing reserves during the year ended December 31, 2017 primarily relates to portfolio performance, voluntary loan payoffs and paydowns, clean loan reviews, and loans meeting certain age triggers, which reduces estimated loss exposure.


(2)	The change in estimate of existing reserves during the year ended December 31, 2016 is primarily due to adjustments to certain assumptions based on recently observed trends as compared to historical expectations, primarily relating to loan defect rates and counterparty review probabilities.

Rollforwards of loan repurchase requests based on the original unpaid principal balance are included below (dollars in thousands):



	For the Years Ended December 31,
	2017					2016
	No. of Loans		Unpaid Principal Balance			No. of Loans		Unpaid Principal Balance
Balance at beginning of the year	29		$	5,974		30		$	6,225
Repurchases and indemnifications	(35	)	(7,279		)	(33	)	(7,144		)
Claims initiated	147		28,814			174		37,370
Rescinded	(110	)	(20,835		)	(142	)	(30,477		)
Balance at end of the year	31		$	6,674		29		$	5,974

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The following table presents our maximum exposure to repurchases due to potential breaches of representations and warranties at December 31, 2017 based on the original unpaid principal balance of loans sold adjusted for voluntary payments made by the borrower on loans for which we perform the servicing by vintage year (in thousands):



	Unpaid Principal Balance
2013	$	8,281,787
2014	10,426,717
2015	17,214,517
2016	17,544,627
2017	15,504,927
Total	$	68,972,575

Reverse Mortgage Business

Master Repurchase Agreements

RMS utilizes master repurchase agreements to finance the repurchases of certain HECMs and real estate owned from Ginnie Mae securitization pools. These facilities are secured by the underlying assets and provide creditors a security interest in the assets that meet the eligibility requirements under the terms of each particular facility. We agree to repay the borrowings under these facilities within a specified timeframe, and the source of repayment is typically from claim proceeds received from HUD or liquidation proceeds from the sale of real estate owned. We evaluate our needs under these facilities based on forecasted reverse loan repurchases and timing of reimbursement from HUD; however, there can be no assurance that these facilities will be available to us in the future.

During 2017, RMS received waivers and/or amendments on its previous warehouse facilities, required as a result of the restatement of its and our consolidated financial statements as of and for the periods ended June 30, 2016, September 30, 2016, December 31, 2016 and March 31, 2017 and conclusions reached regarding our ability to continue as a going concern, as described in Note 2 to the Consolidated Financial Statements. These amendments, among other things, reduced the advance rates on certain previously existing facilities.

Effective December 5, 2017, we amended and restated one of our master repurchase agreements, which included the consolidation with another master repurchase agreement, as part of our DIP Warehouse Facilities. The DIP Warehouse Facilities, which had a total capacity of $1.9 billion , include this master repurchase agreement and provided up to $800.0 million to finance the repurchases of certain HECMs and real estate owned from Ginnie Mae securitization pools during the Chapter 11 Case and upon transitioning into the Exit Warehouse Facilities on February 9, 2018 will continue to finance the repurchases of certain HECMs and real estate owned from Ginnie Mae securitization pools until February 8, 2019. At December 31, 2017, the interest rate under the master repurchase agreement was based on 3-month LIBOR plus 4.50%. The entire capacity under such master repurchase agreement is provided on a committed basis. We had $564.8 million of short-term borrowings under the master repurchase agreement at December 31, 2017. RMS had no other master repurchase agreements as of December 31, 2017.

On February 9, 2018 , upon the Effective Date of the Prepackaged Plan the DIP Warehouse Facilities began transitioning into the Exit Warehouse Facilities, whereupon the RMS master repurchase agreement continues to provide financing for repurchases of certain HECMs and real estate owned from Ginnie Mae securitization pools. Upon the Effective Date, the RMS master repurchase agreement was amended to, among other things, extend the maturity date to February 8, 2019 and change the interest rate to the lender's applicable index, plus a per annum margin of 3.25%. On March 29, 2018, RMS amended its master repurchase agreement to provide for a 30 day extension to its deadline to deliver audited annual financial statements in respect of itself and Ditech Holding for the year ended December 31, 2017. As a result of such amendment, RMS is permitted to deliver the relevant RMS audited annual financial statements for the year ended December 31, 2017 within 120 days (formerly 90 days) before triggering a default or event of default or otherwise constituting a breach of any representation, warranty or covenant under its master repurchase agreement. The RMS master repurchase agreement, together with Ditech Financial's master repurchase agreement and the DAAT and DPATII Facilities are subject, collectively, to a combined maximum outstanding amount of $1.9 billion under our Exit Warehouse Facilities. As of March 1, 2018, RMS' master repurchase agreement had an outstanding balance of $796.7 million, and the Exit Warehouse Facilities in total had an outstanding balance of $1.7 billion.

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The master repurchase agreement contains customary events of default and covenants, the most significant of which are financial covenants. Financial covenants that are most sensitive to the operating results of our subsidiaries and resulting financial position are minimum tangible net worth requirements, indebtedness to tangible net worth ratio requirements, and minimum liquidity and profitability requirements. RMS was in compliance with the terms of the master repurchase agreement, including financial covenants, at December 31, 2017.

We are dependent on our ability to secure warehouse facilities on acceptable terms and to either renew or replace existing facilities as needed when they expire. If we fail to comply with the terms of an agreement that results in an event of default or breach of covenant without obtaining a waiver or amendment, we may be subject to termination of future funding, enforcement of liens against assets securing the respective facility, repurchase of assets pledged in a repurchase agreement, acceleration of outstanding obligations, or other adverse actions. We may seek waivers or amendments of warehouse facility terms in the future, if necessary or advisable.

Reverse Loan Securitizations

We transfer reverse loans that we have originated or purchased through the Ginnie Mae HMBS issuance process. The proceeds from the transfer of the HMBS are accounted for as a secured borrowing and are classified on the consolidated balance sheets as HMBS related obligations. The proceeds from the transfer are used to repay borrowings under our master repurchase agreements. At December 31, 2017 , we had $8.7 billion in unpaid principal balance outstanding on the HMBS related obligations. At December 31, 2017 , $8.6 billion in unpaid principal balance of reverse loans and real estate owned was pledged as collateral to the HMBS beneficial interest holders, and are not available to satisfy the claims of our creditors. Ginnie Mae, as guarantor of the HMBS, is obligated to the holders of the HMBS in an instance of RMS default on its servicing obligations, or when the proceeds realized on HECMs are insufficient to repay all outstanding HMBS related obligations. Ginnie Mae has recourse to RMS in connection with certain claims relating to the performance and obligations of RMS as both an issuer of HMBS and a servicer of HECMs underlying HMBS.

Borrower remittances received on the reverse loans, if any, proceeds received from the sale of real estate owned and our funds used to repurchase reverse loans are used to reduce the HMBS related obligations by making payments to Ginnie Mae, who will then remit the payments to the holders of the HMBS. The maturity of the HMBS related obligations is directly affected by the liquidation of the reverse loans or liquidation of real estate owned and events of default as stipulated in the reverse loan agreements with borrowers. Refer to the section below for additional information on repurchases of reverse loans.

HMBS Issuer Obligations

As an HMBS issuer, we assume certain obligations related to each security issued. The most significant obligation is the requirement to purchase loans out of the Ginnie Mae securitization pools once the outstanding principal balance of the related HECM is equal to or greater than 98% of the maximum claim amount. Performing repurchased loans are conveyed to HUD and payment is received from HUD typically within a short timeframe of repurchase. HUD reimburses us for the outstanding principal balance on the loan up to the maximum claim amount. We bear the risk of exposure if the amount of the outstanding principal balance on a loan exceeds the maximum claim amount. Recent regulatory changes introduced by HUD increased the requirements for completing an assignment to HUD. These new requirements may increase the time interval between when a loan is repurchased and when the assignment claim is filed with HUD, and inability to meet such requirements could preclude assignment. During this period, accruals for interest, HUD-required mortgage insurance payments, and borrower draws may cause the unpaid balance on the loan to increase and ultimately exceed the maximum claim amount. Nonperforming repurchased loans are generally liquidated through foreclosure and subsequent sale of real estate owned. Loans are considered nonperforming upon events such as, but not limited to, the death of the mortgagor, the mortgagor no longer occupying the property as their principal residence, or the property taxes or insurance not being paid.

We currently rely upon certain master repurchase agreements and operating cash flows, to the extent necessary, to repurchase these Ginnie Mae loans. Given continued growth in the number and amount of our reverse loan repurchases, we may seek additional, or expansion of existing, master repurchase or similar agreements to provide financing capacity for future required loan repurchases. The timing and amount of our obligation to repurchase HECMs is uncertain as repurchase is predicated on certain factors such as whether or not a borrower event of default occurs prior to the HECM reaching the mandatory repurchase threshold under which we are obligated to repurchase the loan.

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Rollforwards of reverse loan and real estate owned repurchase activity (by unpaid principal balance) are included below (in thousands):



	For the Years Ended December 31,
	2017			2016
Balance at beginning of the year ⁽¹⁾	$	346,983		$	191,123
Repurchases and other additions ⁽¹⁾⁽²⁾	1,320,230			641,410
Liquidations ⁽¹⁾	(858,705		)	(485,550		)
Balance at end of the year ⁽¹⁾	$	808,508		$	346,983

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(1)	The 2016 amounts and the balance at the beginning of the year ended December 31, 2017 have been adjusted to conform to the current year presentation, which excludes current month unfunded buyouts from repurchases and other additions and the balance at end of period.


(2)	Other additions include additions to the principal balance related to interest, servicing fees, mortgage insurance and advances.

Our repurchases of reverse loans and real estate owned have increased significantly during the year ended December 31, 2017 as compared to 2016. We expect a continued increase to repurchase requirements due to the increased flow of HECMs and real estate owned that are reaching 98% of their maximum claim amount. At December 31, 2017 , we have commitments to repurchase reverse loans and real estate owned of $121.5 million , and we have $235.2 million available under our master repurchase agreements for repurchases of reverse loans and real estate owned. There can be no assurance that we will be able to maintain or expand our borrowing capacity to fund loan repurchases. Refer to Notes 7 and 30 of the Consolidated Financial Statements for further discussion.

Reverse Loan Servicer Obligations

Similar to our mortgage loan servicing business, our reverse mortgage servicing agreements impose on us obligations to advance our own funds to meet contractual payment requirements for customers and credit owners and to pay protective advances, which are required to preserve the collateral underlying the residential loans being serviced. We rely upon operating cash flows to fund these obligations.

As servicer of reverse loans, we are also obligated to fund additional borrowing capacity in the form of undrawn lines of credit on floating rate and fixed rate reverse loans. We rely upon our operating cash flows to fund these additional borrowings on a short-term basis prior to securitization (when performing services of both the issuer and servicer) or reimbursement by the issuer (when providing third-party servicing). The additional fundings made by us, as issuer and servicer, are generally securitized within 30 days after funding. Similarly the additional fundings made by us, as third-party servicer, are typically reimbursed by the issuer within 30 days after funding. Our commitment to fund additional borrowing capacity was $1.0 billion at December 31, 2017 , which includes $1.0 billion in capacity that was available to be drawn by borrowers at December 31, 2017 and $13.3 million in capacity that will become eligible to be drawn by borrowers throughout the twelve months ending December 31, 2018 assuming the loans remain performing. There is no termination date for these drawings so long as the loan remains performing. The obligation to fund these additional borrowings could have a significant impact on our liquidity.

Corporate Debt

2013 Credit Agreement

At December 31, 2017, we had a 2013 Term Loan in the original principal amount of $1.5 billion and a $100.0 million 2013 Revolver. Our obligations under the 2013 Secured Credit Facilities were guaranteed by substantially all of our subsidiaries and secured by substantially all of our assets subject to certain exceptions, the most significant of which are the assets of the consolidated Residual and Non-Residual Trusts, the residential loans and real estate owned of the Ginnie Mae securitization pools, and advances of the consolidated financing entities that have been recorded on our consolidated balance sheets. The balance outstanding on the 2013 Term Loan was $1.2 billion at December 31, 2017 .

In July 2017, we entered into the Third Amendment to the 2013 Credit Agreement to make certain changes to the mandatory prepayment provisions and negative covenants thereof and certain technical changes.

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The material terms of our 2013 Secured Credit Facilities at December 31, 2017 are summarized in the table below:



Debt Agreement	Interest Rate	Amortization	Maturity/Expiration
2013 Term Loan	1-month LIBOR plus 3.75% 1-month LIBOR floor of 1.00%	1.00% per annum beginning 1st quarter of 2014; remainder at final maturity	December 18, 2020
2013 Revolver	1-month LIBOR plus 3.75%	Bullet payment at maturity	December 19, 2018

Under the 2013 Credit Agreement, in order to borrow in excess of 20% of the committed amount under the 2013 Revolver, each quarter we had to satisfy both a specified interest coverage ratio and a specified total leverage ratio as defined in the agreement on a pro forma basis after giving effect to the borrowing. As of December 31, 2017 , we did not satisfy these ratios, and as a result the maximum amount we would have been able to borrow on the 2013 Revolver, was $20.0 million. As of December 31, 2017 , we had $19.5 million outstanding in issued LOCs and $0.5 million remained available on the 2013 Revolver.

During the year ended December 31, 2016, we repurchased $7.2 million in principal balance of the 2013 Term Loan for $6.3 million resulting in a gain on extinguishment of debt of $0.9 million.

During the year ended December 31, 2017, in accordance with 2013 Credit Agreement and related amendments, as well as the Term Loan RSA and related amendments, we made principal payments on the term loan totaling $186.9 million , resulting in a loss on extinguishment of $1.8 million , primarily due to the write-off of deferred financing fees and discount.

During the first quarter of 2018, in accordance with 2013 Credit Agreement and related amendments, as well as the Term Loan RSA and related amendments, we made principal payments on the 2013 Term Loan totaling $73.1 million and in accordance with the 2018 Credit Agreement, upon the Effective Date, the Company made an additional principal payment totaling $37.5 million .

2018 Credit Agreement

On February 9, 2018 , in connection with the Effective Date of the Prepackaged Plan, we entered into the 2018 Credit Agreement, which amended and restated our 2013 Credit Agreement. The 2013 Revolver and LOCs issued thereunder were terminated upon the effectiveness of the 2018 Credit Agreement. Our obligations under this agreement continue to be guaranteed by substantially all of our subsidiaries and secured by substantially all of our assets subject to certain exceptions, the most significant of which are the assets of the consolidated Residual and Non-Residual Trusts, the residential loans and real estate owned of the Ginnie Mae securitization pools, and advances of the consolidated financing entities that have been recorded on our consolidated balance sheets.

On the Effective Date, pursuant to the terms of the Prepackaged Plan, we entered into the 2018 Credit Agreement. The 2018 Credit Agreement provides for the 2018 Term Loan maturing on June 30, 2022 in an original principal amount of approximately $1.2 billion . The 2018 Term Loan bears interest at a rate per annum equal to, at our option, (i) LIBOR plus 6.00% (with a LIBOR “floor” of 1.00%) or (ii) an alternate base rate plus 5.00% (which interest will be payable (a) with respect to any alternate base rate loan, the last business day of each March, June, September and December, and (b) with respect to any LIBOR loan, the last day of the interest period applicable to the borrowing of which such loan is a part). The 2018 Term Loan matures on June 30, 2022. In addition to a payment of $37.5 million that was due upon the Effective Date, the 2018 Term Loan amortizes in quarterly installments, in the amounts listed below (in thousands):



Repayment Date	Principal Amount ⁽¹⁾
March 2018	$	7,500
June 2018	7,500
September 2018	7,500
December 2018	7,500
March 2019	10,000
June 2019	26,700
September 2019	36,700
December 2019	36,700
each March, June, September and December thereafter until maturity	15,000

__________


(1)	As noted below, on March 29, 2018, the 2018 Credit Agreement was amended to, among other things, require us to make additional principal payments from March 29, 2018 to December 31, 2018 in an aggregate amount equal to $30.0 million. These additional principal payments are not reflected in this table.

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In addition to the quarterly installments detailed above, mandatory repayment obligations under the 2018 Credit Agreement include, subject to exceptions, (i) 100% of the net sale proceeds from the sale or other disposition of certain non-core assets of the Company and of certain of the Company’s subsidiaries, (ii) 80% of the net sale proceeds of certain non-ordinary course asset sales and dispositions of certain bulk mortgage servicing rights , (iii) 100% of the net cash proceeds from the issuance of certain indebtedness and (iv) beginning with the fiscal year ending December 31, 2018, 50% of the Company’s excess cash flow as defined in the agreement. The 2018 Credit Agreement allows us to prepay, in whole or in part, our borrowings outstanding thereunder, together with any accrued and unpaid interest, with prior notice and subject to the prepayment premium described below and breakage or redeployment costs.

The 2018 Credit Agreement contains affirmative and negative covenants and representations and warranties customary for financings of this type, including restrictions on liens, dispositions of assets, fundamental changes, dividends, the ability to incur additional indebtedness, investments, transactions with affiliates, modifications of certain agreements, certain restrictions on subsidiaries, issuance of certain equity interests, changes in lines of business, creation of additional subsidiaries and prepayments of other indebtedness, in each case subject to customary exceptions. The 2018 Credit Agreement also contains financial covenants requiring compliance with certain asset coverage ratios and, commencing in 2020 as described below, an interest expense coverage ratio and a first lien net leverage ratio. The 2018 Credit Agreement permits the incurrence of an additional incremental letter of credit facility in an aggregate principal amount at any time outstanding not to exceed $30.0 million.

On March 29, 2018, we entered into an amendment to 2018 Credit Agreement to (i) waive our compliance with the first lien net leverage ratio covenant and the interest expense coverage ratio covenant until the test period ending March 31, 2020, (ii) require us to make additional principal payments from March 29, 2018 to December 31, 2018 in an aggregate amount equal to $30.0 million, (iii) provide for a one percent prepayment premium in connection with prepayments of the term loans made during the first 18 months after entering into this amendment (for all prepayments of principal other than mandatory amortization payments and the payments described in the foregoing clause (ii)), and (iv) increase certain asset coverage ratios for all test periods ending on March 31, 2018 through December 31, 2018.

Senior Notes

In December 2013, we completed the sale of $575.0 million aggregate principal amount of Senior Notes, which paid interest semi-annually at an interest rate of 7.875% and were scheduled to mature on December 15, 2021. The balance outstanding on the Senior Notes was $538.7 million at December 31, 2017 . At December 31, 2017, the outstanding balance of Senior Notes as well as accrued interest on the Senior Notes of $19.4 million were included in liabilities subject to compromise on the consolidated balance sheets. On February 9, 2018 , upon the Effective Date of the Prepackaged Plan, the Senior Notes were canceled and each holder of a Senior Notes claim received its pro rata share of (a) Second Lien Notes and (b) mandatorily convertible preferred stock. See below for additional information on the Second Lien Notes and see Item 5 above for additional information regarding the mandatorily convertible preferred stock.

Convertible Notes

In October 2012, we closed on a registered underwritten public offering of $290.0 million aggregate principal amount of Convertible Notes. The Convertible Notes paid interest semi-annually on May 1 and November 1, commencing on May 1, 2013, at a rate of 4.50% per annum, and were scheduled to mature on November 1, 2019 . The balance outstanding on the Convertible Notes was $242.5 million at December 31, 2017 . At December 31, 2017, the outstanding balance of Convertible Notes as well as accrued interest on the Convertible Notes of $6.4 million were included in liabilities subject to compromise on the consolidated balance sheets. On February 9, 2018 , upon the Effective Date of the Prepackaged Plan, the Convertible Notes were canceled and each holder of a Convertible Notes claim received common stock and warrants. See the Item 5 above for additional information.

During the year ended December 31, 2016, we repurchased Convertible Notes with a carrying value of $39.3 million and unpaid principal balance of $47.5 million for $24.8 million resulting in a gain on extinguishment of debt of $14.5 million, which is recorded in net gains (losses) on extinguishment of debt on the consolidated statements of comprehensive loss.

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Second Lien Notes

On February 9, 2018 , pursuant to the terms of the Prepackaged Plan, we issued $250.0 million aggregate principal amount of Second Lien Notes to each holder of a Senior Notes claim on a pro rata basis. The Second Lien Notes pay interest semi-annually on June 15 and December 15, commencing on June 15, 2018, at a rate of 9.00% per year, and mature December 31, 2024. The Second Lien Notes require payment of interest in cash, except that interest on up to $50.0 million principal amount (plus previously accrued PIK interest payable), at our election, may be paid by increasing the principal amount of the outstanding notes or by issuing additional notes. The terms of the 2018 Credit Agreement requires us to exercise such election. The Second Lien Notes are secured on a second-priority basis by substantially all of our assets and are guaranteed by substantially all of our subsidiaries. The Second Lien Notes and the guarantees thereof are subordinated to the prior payment in full of the 2018 Credit Agreement and certain other senior indebtedness (as defined and to the extent set forth in the Second Lien Notes Indenture).

We may redeem all or a portion of the Second Lien Notes prior to December 15, 2020 by paying a specified premium, or at any time on or after December 15, 2020 at applicable redemption prices, in each case, plus accrued and unpaid interest. In addition, on or before December 15, 2020, we may redeem up to 35% of the aggregate principal amount of the Second Lien Notes with the net proceeds of certain equity offerings at the redemption price of 109.000% of the principal amount of Second Lien Notes redeemed, plus accrued and unpaid interest. If we experience specific kinds of changes of control, we must offer to repurchase the Second Lien Notes at 101% of their principal amount, plus accrued and unpaid interest. In addition, if the Second Lien Notes would otherwise constitute “applicable high-yield discount obligations,” at the end of each accrual period ending on or after February 9, 2023, we will be required to redeem a portion of the Second Lien Notes. The Second Lien Notes Indenture limits our ability to, among other things, pay dividends and make distributions or repurchase stock; make certain investments; incur additional debt; sell assets; enter into certain transactions with affiliates; create or incur liens; materially change its lines of business; and merge or consolidate or transfer or sell all or substantially all of its assets. The Second Lien Notes Indenture contains certain customary events of default, including the failure to make timely payments on the Second Lien Notes, failure to satisfy certain covenants and specified events of bankruptcy and insolvency.

Mortgage-Backed Debt

We funded the residential loan portfolio in the consolidated Residual Trusts through the securitization market. We record on our consolidated balance sheets the assets and liabilities, including mortgage-backed debt, of the Non-Residual Trusts as a result of certain obligations to exercise mandatory clean-up calls for each of these trusts at their earliest exercisable dates. The total unpaid principal balance of mortgage-backed debt was $744.5 million at December 31, 2017 .

At December 31, 2017 , mortgage-backed debt was collateralized by $763.2 million of assets including residential loans, receivables related to the Non-Residual Trusts, real estate owned and restricted cash and cash equivalents. All of the mortgage-backed debt is non-recourse and not cross-collateralized and, therefore, must be satisfied exclusively with the proceeds from the residential loans and real estate owned held in each securitization trust and also from draws on the LOCs of certain Non-Residual Trusts.

Borrower remittances received on the residential loans of the Residual and Non-Residual Trusts collateralizing this debt and draws under LOCs issued by a third party and serving as credit enhancements to certain of the Non-Residual Trusts are used to make principal and interest payments due on the mortgage-backed debt. The maturity of the mortgage-backed debt is directly affected by the rate of principal prepayments on the collateral. As a result, the actual maturity of the mortgage-backed debt is likely to occur earlier than the stated maturity. Certain of our mortgage-backed debt issued by the Residual Trusts is subject to voluntary redemption according to the specific terms of the respective indenture agreements, including an option by us to exercise a clean-up call. Under the mortgage-backed debt issued by the Non-Residual Trusts, we had certain obligations to exercise mandatory clean-up calls for each of these trusts at their earliest exercisable date, which is the date the principal amount of each loan pool falls to 10% of the original principal amount. We fulfilled our obligation for our mandatory clean-up call obligations in the second and third quarters of 2017 by making payments of $28.4 million during the year ended December 31, 2017 .

On October 10, 2017, we entered into a Clean-up Call Agreement with a counterparty. Pursuant to the Clean-up Call Agreement, we paid an inducement fee in the amount of $36.5 million to the counterparty to assume our mandatory obligation to exercise the clean-up calls for the eight remaining securitization trusts. In addition, we agreed to reimburse the counterparty for certain losses with respect to these trusts to the extent that such losses exceed $17.0 million in the aggregate for the eight remaining trusts from July 1, 2017 through each individual call date. In connection with the exercise of each clean-up call, the counterparty agreed to reimburse us for certain outstanding advances we previously made with respect to the related trusts, up to an aggregate amount of approximately $6.4 million for the eight remaining trusts. Following the counterparty's assumption, pursuant to the Clean-up Call Agreement, of our obligations to exercise future clean-up calls, we are no longer obligated to exercise and fund such clean-up calls.

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Contractual Obligations

The following table summarizes, by remaining maturity, our future cash obligations at December 31, 2017 (in thousands):



	Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years		Indeterminate Maturity		Total
Corporate debt
Principal ⁽¹⁾	$	110,590	$	1,361,468	$	538,662	$	—	$	—	$	2,010,720
Interest ⁽²⁾	138,532		215,415		42,420		—		—		396,367
Total corporate debt	249,122		1,576,883		581,082		—		—		2,407,087
Warehouse borrowings ⁽³⁾	1,085,198		—		—		—		—		1,085,198
Leases	15,452		23,918		21,489		22,228		—		83,087
HMBS related obligations ⁽⁴⁾	—		—		—		—		8,743,700		8,743,700
Acquisitions of servicing rights and related advances ⁽⁵⁾	8,232		—		—		—		—		8,232
Unfunded commitments associated with the Originations segment ⁽⁶⁾	1,807,712		—		—		—		—		1,807,712
Unfunded commitments associated with the Reverse Mortgage segment ⁽⁶⁾⁽⁷⁾	—		—		—		—		1,073,829		1,073,829
Early Advance Reimbursement Agreement ⁽⁸⁾	62,297		—		—		—		—		62,297
Servicing advance facilities ⁽⁸⁾⁽⁹⁾	421,165		—		—		—		—		421,165
Uncertain tax positions	—		—		—		—		5,601		5,601
Total	$	3,649,178	$	1,600,801	$	602,571	$	22,228	$	9,823,130	$	15,697,908

__________

(1)

The above table does not include indebtedness incurred or reflect contractual maturities amended on February 9, 2018 in connection with the Prepackaged Plan. Principal payments represent the original contractual maturities of our corporate debt obligations at December 31, 2017. The unpaid principal balance on the Convertible Notes of $242.5 million due in 2019 and the unpaid principal balance on the Senior Notes of $538.7 million due in 2021 were included in liabilities subject to compromise on the consolidated balance sheets at December 31, 2017. Upon the Effective Date of the Prepackaged Plan the outstanding Convertible Notes and Senior Notes were canceled.

(2)

Amounts relate to future cash payments for interest expense on our 2013 Term Loan, Convertible Notes and Senior Notes and are calculated by multiplying outstanding principal balances by the respective interest rate and contractual maturities for each commitment at December 31, 2017 . Payments due in less than 1 year also includes accrued interest at December 31, 2017 on the Convertible Notes and Senior Notes of $6.4 million and $19.4 million, respectively, which is included in liabilities subject to compromise.


(3)	Warehouse borrowings, which were issued under the DIP Warehouse Facilities, are repaid primarily with proceeds from sales or securitizations of mortgage loans or from claim proceeds received from HUD or liquidation proceeds from the sale of real estate owned.

(4)

HMBS related obligations have no stated maturity. The maturity of HMBS related obligations is directly affected by the liquidation of the reverse loans or liquidation of real estate owned, including voluntary liquidation on behalf of the borrower, and events of default as stipulated in the reverse loan agreements with borrowers. Refer to the HMBS Issuer Obligations section above for HECM and real estate owned repurchase activity, which would exclude voluntary liquidations made on behalf of the borrower, during 2017 and 2016. There is no repurchase activity in instances where proceeds from voluntary liquidations are made on behalf of the borrower as such proceeds are used to settle the associated HMBS related obligation.


(5)	Contractual obligations associated with acquisitions of servicing rights and related advances for which we have executed an agreement.


(6)	Refer to Note 30 to the Consolidated Financial Statements for further information regarding unfunded commitments.

(7)

Unfunded commitments presented under indeterminate maturity above represents the aggregate unfunded borrowing capacity of borrowers under our reverse loans at December 31, 2017 . This amount includes $1.0 billion in capacity that was available to be drawn by borrowers at December 31, 2017 and $13.3 million in capacity that will become eligible to be drawn by borrowers throughout 2017 assuming the loans remain performing. There is no termination date for these drawings so long as the loan remains performing.

(8)

Our Early Advance Reimbursement Agreement and servicing advance facilities above are included in servicing advance liabilities on our consolidated balance sheets. Collections of advances that have been reimbursed under the Early Advance Reimbursement Agreement require remittance upon collection to settle the outstanding balance. We are required to remit 85% to 95% of advances reimbursed under the servicing advance facilities to settle the balance outstanding under the agreements.

(9)

On February 12, 2018, outstanding Servicing Advance Liabilities under the Securities Master Repurchase Agreement were fully repaid with proceeds from the issuance of variable funding notes under the DAAT Facility and DPATII Facility. These facilities are non-recourse to us. Payments under these facilities are required upon collection of the underlying advances that have been reimbursed under the agreement.

We exclude mortgage-backed debt from the contractual obligations disclosed in the table above as this debt is non-recourse and not cross-collateralized and, therefore, must be satisfied exclusively from the proceeds of the residential loans and real estate owned held in the securitization trusts.

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Operating lease obligations include (i) a lease for our executive and principal administrative office as well as our originations operations located in Fort Washington, Pennsylvania; (ii) leases for our centralized servicing operations in Saint Paul, Minnesota; Tempe, Arizona; Rapid City, South Dakota; and Jacksonville, Florida; (iii) leases related to our reverse mortgage operations located in Charlotte, North Carolina; Palm Beach Gardens, Florida; and Houston, Texas; (iv) a lease for our administrative office in Tampa, Florida; and (v) other regional servicing and originations operations.

Contractual Obligations - Post Bankruptcy emergence

The following table summarizes, by remaining maturity, our future cash obligations for indebtedness incurred or amended on February 9, 2018 in connection with the Prepackaged Plan, and in the case of the 2018 Credit Agreement, the additional principal payments due as a result of an amendment entered into on March 30, 2018, discussed further above (in thousands):



	Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years		Total
Corporate debt
Principal ⁽¹⁾	$	60,000	$	170,100	$	888,901	$	291,733	$	1,410,734
Interest ⁽²⁾	89,499		187,024		137,681		36,000		450,204
Total corporate debt	$	149,499	$	357,124	$	1,026,582	$	327,733	$	1,860,938
Warehouse borrowings ⁽³⁾	$	1,007,310	$	—	$	—	$	—	$	1,007,310

__________


(1)	The above table reflects payments totaling $110.6 million made during the first quarter of 2018 but on or before February 9, 2018 .


(2)	Amounts relate to future cash payments for interest expense on our 2018 Term Loan and Second Lien Notes and are calculated by multiplying outstanding principal balances by the respective interest rate and contractual maturities for each commitment at February 9, 2018.


(3)	Warehouse borrowings, which were issued under the Exit Warehouse Facilities, are repaid primarily with proceeds from sales or securitizations of mortgage loans or from claim proceeds received from HUD or liquidation proceeds from the sale of real estate owned.

We exclude from the table above the amounts due under the DAAT Facility and DPAT II Facility, which are non-recourse to us. Payments under these facilities are required upon collection of the underlying advances that have been reimbursed under the agreement. Upon issuance, the DAAT Facility and DPAT II Facility had outstanding balances of $265.8 million and $66.0 million, respectively.

Certain Capital Requirements and Guarantees

We, including our subsidiaries, are required to comply with requirements under federal and state laws and regulations, including requirements imposed in connection with certain licenses and approvals, as well as requirements of federal, state, GSE, Ginnie Mae and other business partner loan programs, some of which are financial covenants related to minimum levels of net worth and other financial requirements. If these mandatory imposed capital requirements are not met, our selling and servicing agreements could be terminated and lending and servicing licenses could be suspended or revoked. As a result of the restatement of our consolidated financial statements as of and for the periods ended June 30, 2016, September 30, 2016, December 31, 2016 and March 31, 2017, RMS was not in compliance with certain financial covenants required by Ginnie Mae and Fannie Mae as of December 31, 2016. As of December 31, 2017 , RMS was in compliance with such financial covenants.

Noncompliance with any requirements for which we do not receive a waiver could have a negative impact on us, which could include suspension or termination of the selling and servicing agreements, which would prohibit future origination or securitization of mortgage loans or being an approved seller or servicer for the applicable GSE.

We also have financial covenant requirements relating to our servicing advance facilities and master repurchase agreements. Refer to additional information at the Mortgage Loan Servicing Business, Mortgage Loan Originations Business and Reverse Mortgage Business sections above for further information.

Dividends

We have no current plans to pay any cash dividends on our common stock. Any decision to declare and pay dividends in the future will be made at the discretion of our Board of Directors and will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions and other factors that our Board of Directors may deem relevant (including restrictions contained in the 2018 Credit Agreement and the Second Lien Notes indenture). In addition, our ability to pay dividends is restricted by the terms of the 2018 Credit Agreement and the Second Lien Notes indenture. Refer to the Corporate Debt section above.

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Sources and Uses of Cash

The following table sets forth selected consolidated cash flow information (in thousands):



	For the Years Ended December 31,						Variance
	2017			2016			2017 vs. 2016
Cash flows provided by operating activities:
Net loss adjusted for non-cash operating activities	$	(361,899	)	$	(220,055	)	$	(141,844	)
Changes in assets and liabilities	320,564			315,940			4,624
Net cash provided by originations activities ⁽¹⁾	820,407			356,065			464,342
Cash flows provided by operating activities	779,072			451,950			327,122
Cash flows provided by investing activities	1,555,721			699,809			855,912
Cash flows used in financing activities	(2,273,422		)	(1,129,989		)	(1,143,433		)
Net increase in cash and cash equivalents	$	61,371		$	21,770		$	39,601

__________


(1)	Represents purchases and originations of residential loans held for sale, net of proceeds from sales and payments.

Operating Activities

The primary sources and uses of cash for operating activities are purchases, originations and sales activity of residential loans held for sale, changes in assets and liabilities, or operating working capital, and net loss adjusted for non-cash items. Cash provided by operating activities increased $327.1 million in 2017 as compared to 2016 . The increase in cash provided by operating activities was primarily a result of an increase in cash provided by origination activities resulting from a higher volume of loans sold in relation to loans originated in 2017 as compared to 2016, offset in part by net changes in working capital items as described in more detail in the Financial Condition section.

Investing Activities

The primary sources and uses of cash for investing activities relate to purchases, originations and payment activity on reverse loans, payments received on mortgage loans held for investment, and payments made for business and servicing rights acquisitions. Cash provided by investing activities increased $855.9 million in 2017 as compared to 2016 . Cash provided by principal payments received on reverse loans held for investment, net of purchases and originations, increased $822.9 million primarily as a result of a lower funded volume of reverse loans due to our exit from the reverse mortgage originations business in early 2017, and higher principal repayments and payments received for loans conveyed to HUD. In addition, we received cash proceeds of $131.1 million from the sale of our insurance business in 2017. These increases in cash were offset partially by lower cash proceeds of $110.5 million from the sale of servicing rights and real estate owned during 2017 as compared to 2016 and $101.0 million in cash outflow related to the deconsolidation of variable interest entities during 2017.

Financing Activities

The primary sources and uses of cash for financing activities relate to securing cash for our originations, reverse mortgage and servicing businesses, as well as for our corporate investing activities. Cash used in financing activities increased $1.1 billion in 2017 as compared to 2016 . Cash payments on HMBS related obligations, net of cash generated from the securitization of reverse loans, increased $1.1 billion primarily as a result of a lower volume of reverse loan securitizations due to our exit from the reverse mortgage originations business in early 2017 and an increase in the repurchase of certain HECMs and real estate owned from securitization pools. Cash payments on and for the extinguishment and settlement of corporate debt increased $155.4 million driven by a payment made to the 2013 Term Loan in connection with the Restructuring. These decreases in cash were offset partially by $143.8 million in lower net cash borrowings on servicing advance liabilities used to fund advances for our servicing business due to the closing of one facility and net paydowns on other facilities driven by lower advance balances.

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Credit Risk

Consumer Credit Risk

In conjunction with our originations business, we provide representations and warranties on loan sales. Subsequent to the sale, if it is determined that a loan sold is in breach of these representations or warranties, we generally have an obligation to cure such breach. In general, if we are unable to cure such breach, the purchaser of the loan may require us to repurchase such loan for the unpaid principal balance, accrued interest, and related advances, and in any event, we must indemnify such purchaser for certain losses and expenses incurred by such purchaser in connection with such breach. In the case we repurchase the loan, we bear any subsequent credit loss on the loan. Our credit loss may be reduced by any recourse we have to correspondent lenders that, in turn, have sold such residential loans to us and breached similar or other representations and warranties. We maintain a reserve for losses on our representations and warranties obligations. Refer to Notes 7 and 30 to the Consolidated Financial Statements and to the Liquidity and Capital Resources section for additional information regarding these transactions. At December 31, 2017 , we held $4.9 million in repurchased loans.

We are also subject to credit risk associated with mortgage loans that we purchase and originate during the period of time prior to the sale of these loans. We consider the credit risk associated with these loans to be insignificant as we hold the loans, on average, for approximately 20 days from the date of borrowing, and the market for these loans continues to be highly liquid.

Counterparty Credit Risk

We are exposed to counterparty credit risk in the event of non-performance by counterparties to various agreements we enter into from time to time, including but not limited to our subservicing agreements, our agreements with GSEs and government agencies relating to our residential loan servicing and originations businesses, our master repurchase agreements we use to fund our residential loan originations business and our HECM repurchase obligations, certain of our advance financing facility agreements, and other agreements relating to our mortgage loan sales and MBS purchase commitments. We are also exposed to counterparty credit risk with respect to wholesale and correspondent lenders with whom we do business, and counterparties from whom we have purchased MSR. We attempt to minimize our counterparty credit risk through, among other things, conducting quality control reviews of wholesale and correspondent lenders, reviewing compliance by wholesale and correspondent lenders with applicable underwriting standards and our client guide, our use of internal monitoring procedures, including monitoring of our counterparties’ credit ratings, reviewing of our counterparties' financial statements and general credit worthiness, and the establishment of collateral requirements. Counterparty credit risk, as well as our own credit risk, is taken into account when determining fair value, although its impact is diminished by any requisite margin posting and other collateral requirements.

Real Estate Market Risk

We include on our consolidated balance sheets assets secured by real property and property obtained directly as a result of foreclosures. Residential property values are subject to volatility and may be affected adversely by a number of factors, including, but not limited to, national, regional and local economic conditions (which may be adversely affected by industry slowdowns and other factors); local real estate conditions (such as an oversupply of housing); changes or continued weakness in specific industry segments; construction quality, age and design; demographic factors; and retroactive changes to building or similar codes. In addition, decreases in property values reduce the value of the collateral and the potential proceeds available to a borrower to repay our loans, which could also cause us to suffer losses.

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The following tables present the activity related to foreclosed property (dollars in thousands):



	For the Year Ended December 31, 2017
	Reverse Mortgage					Servicing					Non-Residual Trusts ⁽¹⁾
	Units		Amount			Units		Amount			Units		Amount
Balance at beginning of year	726		$	90,667		239		$	12,859		41		$	1,028
Foreclosures and other additions, at fair value	1,086		143,409			321		18,076			218		2,495
Cost basis of financed sales	—		—			(202	)	(10,724		)	—		—
Cost basis of cash sales to third parties and other dispositions	(1,086	)	(127,170		)	(82	)	(6,535		)	(204	)	(2,438		)
Lower of cost or fair value adjustments	—		(5,146		)	—		45			—		(13		)
Balance at end of year	726		$	101,760		276		$	13,721		55		$	1,072

	For the Year Ended December 31, 2016
	Reverse Mortgage					Servicing					Non-Residual Trusts ⁽¹⁾
	Units		Amount			Units		Amount			Units		Amount
Balance at beginning of year	542		$	66,458		199		$	10,367		59		$	558
Foreclosures and other additions, at fair value	1,109		128,798			334		18,554			289		3,925
Cost basis of financed sales	—		—			(247	)	(13,020		)	—		—
Cost basis of cash sales to third parties and other dispositions	(925	)	(100,168		)	(47	)	(2,681		)	(307	)	(3,171		)
Lower of cost or fair value adjustments	—		(4,421		)	—		(361		)	—		(284		)
Balance at end of year	726		$	90,667		239		$	12,859		41		$	1,028

__________


(1)	Foreclosed property held by the Non-Residual Trusts is included in our Other non-reportable segment.

A non-performing reverse loan for which the maximum claim amount has not been met is generally foreclosed upon on behalf of Ginnie Mae with the real estate owned remaining in the securitization pool until liquidation. Although performing and non-performing loans are covered by FHA insurance, we may incur expenses and losses in the process of repurchasing and liquidating these loans that are not reimbursable by FHA in accordance with program guidelines. In addition, in certain circumstances, we may be subject to real estate price risk to the extent we are unable to liquidate real estate owned within the FHA program guidelines. We attempt to mitigate this risk by monitoring the aging of real estate owned and managing our marketing and sales program based on this aging. The growth in the real estate owned portfolio held by the Reverse Mortgage segment was due to the increased flow of HECMs that move through the foreclosure process.

Impact of Inflation and Changing Prices

Our consolidated financial statements and notes thereto presented herein have been prepared in accordance with GAAP, which requires the measurement of financial position and operating results in terms of historical dollars without considering the changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of our operations. Unlike most industrial companies, nearly all of our assets and liabilities are, or are based on, financial assets. As a result, interest rates have a greater impact on our performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

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Ratings

We receive various credit and servicer ratings as set forth below. Our ratings may be subject to a revision or withdrawal at any time by the assigning rating agency, and each rating should be evaluated independently of any other rating. Rating agency ratings are not a recommendation to buy, sell or hold any security.

Credit Ratings

Credit ratings are intended to be an indicator of the creditworthiness of a particular company, security or obligation and are considered by lenders in connection with the setting of interest rates and terms for a company's borrowings. Our ability to obtain adequate and cost effective financing depends, in part, on our credit ratings. Further, downgrades in our credit ratings could negatively affect our cost of, and ability to access, capital. The following table summarizes our credit ratings and outlook as of the date of this report.



	Moody's	S&P
Corporate / CCR	Caa2	CCC+
Senior Secured Debt	Caa2	B-
Second Lien Debt	n/a	CCC-
Outlook	Negative	Stable
Date of Last Action	February 2018	February 2018

Servicer Ratings

Residential loan and manufactured housing servicer ratings reflect the applicable rating agency's assessment of a servicer’s operational risk and how the quality and experience of the servicer affect loan performance. The following table summarizes the servicer ratings and outlook assigned to certain of our servicer subsidiaries as of the date of this report. Unless otherwise specified, these servicer ratings relate to Ditech Financial as a servicer of mortgage loans.



	Moody's	S&P
Residential Subprime Servicer	SQ3+	Above Average
Residential Special Servicer	—	Above Average
Residential Second/Subordinated Lien Servicer	SQ2-	Above Average
Manufactured Housing Servicer	SQ2-	Above Average
Residential Reverse Mortgage Servicer	—	Strong ⁽¹⁾
Outlook	On review	Negative
Date of Last Action	October 2017	May 2017

__________


(1)	S&P last affirmed its rating for RMS as a residential reverse mortgage servicer in October 2017 with a stable outlook.

Cybersecurity

We devote significant resources to maintain and regularly update our systems and processes that are designed to protect the security of our computer systems, software, networks and other technology assets against attempts by unauthorized parties to obtain access to confidential information, destroy data, disrupt or degrade service, sabotage systems or cause other damage. From time to time we, our vendors and other companies that store or process confidential borrower personal and transactional data are targeted by unauthorized parties using malicious code and viruses or otherwise attempting to breach the security of our or our vendors’ systems and data. We employ extensive layered security at all levels within our organization to help us detect malicious activity, both from within the organization and from external sources. It is company protocol to investigate the cause and extent of all instances of cyber-attack, potential or confirmed, and take any additional necessary actions including: conducting additional internal investigation; engaging third-party forensic experts; updating our defenses; and involving senior management. We have established, and continue to establish on an ongoing basis, defenses to identify and mitigate these cyber-attacks and, to date, we have not experienced any material disruption to our operations due to a cyber-attack. Cyber-attacks resulting in loss, unauthorized access to, or misuse of confidential or personal information could disrupt our operations, damage our reputation, and expose us to claims from customers, financial institutions, regulators, employees and other persons, any of which could have an adverse effect on our business, financial condition and results of operations.

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In addition to our vendors, other third parties with whom we do business or that facilitate our business activities (e.g., GSEs, transaction counterparties and financial intermediaries) could also be sources of cybersecurity risk to us, including with respect to breakdowns or failures of their systems, misconduct by the employees of such parties, or cyber-attacks, which could affect their ability to deliver a product or service to us or result in lost or compromised information of us or our consumers. We work with our vendors and other third parties with whom we do business, to enhance our defenses and improve resiliency to cybersecurity threats. Systems failures could result in reputational damage to our business and cause us to incur significant costs and third-party liability, and this could adversely affect our business, financial condition and results of operations.

Off-Balance Sheet Arrangements

We have certain off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, revenues and expenses, results of operations, liquidity, capital expenditures or capital resources.

We have exposure to representations and warranties obligations as a result of our loan sales activities. If it is determined that loans sold are in breach of these representations or warranties and we are unable to cure such breach, we generally have an obligation to either repurchase the loan for the unpaid principal balance, accrued interest, and related advances, and in any event, we must indemnify the purchaser of the loans for certain losses and expenses incurred by such purchaser in connection with such breach. Our credit loss may be reduced by any recourse we have to correspondent lenders that, in turn, have sold such residential loans to us and breached similar or other representations and warranties. We record an estimate of the liability associated with our representations and warranties exposure on our consolidated balance sheets. Refer to Notes 7 and 30 to the Consolidated Financial Statements for the financial effect of these arrangements and to the Liquidity and Capital Resources section for additional information.

We have a variable interest in WCO, which provided financing to us from 2014 to 2016 through the sale of excess servicing spreads and servicing rights. In addition, we performed subservicing for WCO through 2016. WCO commenced liquidation activities in December 2016 and is currently winding down its operations. Refer to Notes 14 and 32 to the Consolidated Financial Statements for additional information on servicing activities and transactions with WCO. We also have other variable interests in other entities that we do not consolidate as we have determined that we are not the primary beneficiary of such entities. Included in Note 6 to the Consolidated Financial Statements are descriptions of our variable interests in VIEs that we do not consolidate as we have determined that we are not the primary beneficiary of such VIEs.

Critical Accounting Estimates

Our ability to measure and report our financial position and operating results is influenced by the need to estimate the impact or outcome of future events on the basis of information available at the time of the financial statements. An accounting estimate is considered critical if it requires that management make assumptions about matters that were highly uncertain at the time the accounting estimate was made. If actual results differ from our judgments and assumptions, then it may have an adverse impact on our results of operations and cash flows. Our significant accounting policies are included in Note 4 to the Consolidated Financial Statements.

Fair Value Measurements

We have an established and documented process for determining fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A three-tier fair value hierarchy is used to prioritize the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted market prices in active markets for identical assets or liabilities, or Level 1 inputs, and the lowest priority to unobservable inputs, or Level 3 inputs. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Refer to Note 8 to the Consolidated Financial Statements for a description of valuation methodologies used to measure assets and liabilities at fair value and details on the valuation models, key inputs to those models and significant assumptions utilized.

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The following table summarizes the assets and liabilities measured at fair value on a recurring basis using Level 3 inputs (dollars in thousands):



	December 31,
	2017			2016
Assets
Reverse loans	$	9,789,444		$	10,742,922
Mortgage loans related to Non-Residual Trusts	301,435			450,377
Mortgage loans held for sale	68			—
Charged-off loans	45,800			46,963
Receivables related to Non-Residual Trusts	5,608			15,033
Servicing rights carried at fair value	714,774			936,423
Freestanding derivative instruments (IRLCs)	26,637			53,394
Assets at fair value using Level 3 inputs	$	10,883,766		$	12,245,112
As a percentage of total assets measured at fair value on a recurring basis	94.85		%	90.91		%

Liabilities
Freestanding derivative instruments (IRLCs)	$	269		$	4,193
Mortgage-backed debt related to Non-Residual Trusts	348,682			514,025
HMBS related obligations	9,175,128			10,509,449
Liabilities at fair value using Level 3 inputs	$	9,524,079		$	11,027,667
As a percentage of total liabilities measured at fair value on a recurring basis	99.99		%	99.91		%

When available, we generally use quoted market prices to determine fair value. If quoted market prices are not available, fair value is based upon internally-developed valuation models, such as a discounted cash flow model, that where possible, use current market-based or independently sourced market parameters, such as market rates commensurate with an instrument’s credit quality and duration. We consider market liquidity when estimating fair value based on the type of asset or liability measured and the valuation method used. For example, for mortgage loans where the significant inputs have become unobservable due to illiquidity in the markets for non-agency and non-conforming mortgage loans, we use a discounted cash flow technique to estimate fair value. This technique incorporates forecasting of expected cash flows discounted at an appropriate market discount rate that is intended to reflect the lack of liquidity in the market. Level 3 unobservable assumptions reflect our own estimates for assumptions that market participants would use in pricing the asset or liability.

Unobservable inputs used in our internal valuation models require considerable judgment and are inherently difficult to estimate. Changes to these inputs can have a significant effect on fair value measurements. Accordingly, our estimates of fair value are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange. Separate from the possible future impact to our results of operations from changes to inputs, the value of market-sensitive assets and liabilities may change subsequent to the balance sheet date due to the nature and magnitude of future credit and market conditions. Such credit and market conditions may change quickly and in unforeseen ways and the resulting volatility could have a significant, negative effect on future operating results. These fluctuations would not be indicative of deficiencies in our models or inputs.

All of the techniques used and information obtained in the valuation process provide a range of estimated values, which are evaluated in order to establish an estimated value that, based on management's judgment, represents a reasonable estimate of fair value. It is not uncommon for the range of value to vary widely, and in such cases, we select an estimated value that we believe is the best indication of value based on the yield a market participant in the current environment would expect.

Our Valuation Committee determines and approves valuation policies and unobservable inputs used to estimate the fair value of items measured at fair value on a recurring basis. The Valuation Committee meets on a quarterly basis to review the assets and liabilities that require fair value measurement, including how each asset and liability has actually performed in comparison to the unobservable inputs and the projected performance. The Valuation Committee also reviews related available market data.

The changes to the fair value of our Level 3 assets and liabilities are discussed in the Results of Operations and Business Segment Results sections.

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Reverse Loans and HMBS Related Obligations

Changes in market pricing for HECMs and HMBS and LIBOR can have a material impact on fair value and our results of operations. We utilize and give priority to observable market inputs, such as interest rates and market spreads, in our valuation of reverse loans and HMBS related obligations. However, we also utilize unobservable inputs, such as repayment speeds, mortality assumptions and expected duration, and also consider the value of underlying collateral. These unobservable inputs require the use of our judgment and can also have a significant impact on the determination of fair value.

Non-Residual Trusts

We utilize and give priority to observable market inputs, such as interest rates and market spreads, in our valuation of the assets and liabilities of the Non-Residual Trusts. However, we also utilize internal inputs, such as prepayment speeds, default rates, loss severity and discount rates, and also consider the value of underlying collateral. These internal inputs require the use of our judgment and can have a significant impact on the determination of fair value. The nets assets of the Non-Residual Trusts have remained relatively consistent at December 31, 2017 as compared to December 31, 2016 . Our mandatory call obligation associated with the Non-Residual Trusts impacts our liquidity. Refer to the Liquidity and Capital Resources section for additional information.

Charged-off Loans

We primarily utilize internal inputs, such as collection rates and discount rates, in the valuation of charged-off loans and also consider borrower specific factors such as FICO scores and bankruptcy status as well as underlying collateral. In addition, we take into account current and expected future economic conditions. Charged-off loans remained relatively consistent at December 31, 2017 as compared to December 31, 2016 .

Servicing Rights

We estimate the fair value of our servicing rights by calculating the present value of expected future cash flows utilizing assumptions that we believe a market participant would consider in valuing our servicing rights. The significant components of the estimated future cash flows for servicing rights include estimates and assumptions related to the prepayments of principal, defaults, ancillary fees, and discount rates that we believe approximate yields required by investors for these assets, and the expected cost of servicing. We reassess periodically and adjust the underlying inputs and assumptions in the model to reflect market conditions and assumptions that a market participant would consider in valuing servicing rights.

We use a discounted cash flow model to value our servicing rights. This process allows us to determine inputs that are significant to the valuation and serves as a basis to forecast prepayment and default rates. These rates, which are used in the development of expected future cash flows, are based on historical observations of prepayment behavior in similar periods, comparing current and expected future mortgage rates to the mortgage rates of our servicing portfolio, and incorporates loan characteristics (e.g., loan type and note rate) and the relative sensitivity of our servicing portfolio to refinancing and also considers estimated levels of home equity. The fair value estimates and assumptions are compared to industry surveys, recent market activity, actual portfolio experience, and when available, observable market data, and are adjusted as applicable based on this data. We obtain third-party valuations on a quarterly basis to assess the reasonableness of the fair value calculated by our model.

Changes in these assumptions are generally expected to affect our results of operations as follows:


•	A declining interest rate environment generally drives increases in prepayment speeds. Increases in prepayments of principal reduce the value of our servicing rights as the underlying loans prepay faster, which causes accelerated servicing right amortization or declines in the fair value of servicing rights;


•	Increases in defaults generally reduce the value of our servicing rights as the cost of servicing increases during the delinquency period due primarily to increases in servicing advances and related interest expense, which is partially offset by increases in ancillary fees; and


•	Increases in discount rate reduce the value of our servicing rights due to the lower overall net present value of the cash flows.

In contrast, decreases in prepayment speeds, defaults and discount rates generally increase the value of servicing rights.

Refer to Note 14 to the Consolidated Financial Statements for the effect on the fair value of servicing rights carried at fair value for adverse changes to certain significant assumptions. Refer to the Servicing section within Business Segment Results for a discussion of the changes in servicing rights carried at fair value.

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Interest Rate Lock Commitments

Fair values of IRLCs are derived using valuation models incorporating market pricing for instruments with similar characteristics and by estimating the fair value of the servicing rights expected to be recorded upon sale of the loan and are adjusted for anticipated loan funding probability. The loan funding probability ratio represents the aggregate likelihood that loans currently in a lock position will ultimately close, which is largely dependent on the loan processing stage that a loan is currently in, and changes in interest rates from the time of the rate lock through the time a loan is closed. The estimation process involved with the fair value of servicing rights is discussed above. Both the fair value of the servicing rights expected to be recorded upon sale of the loan and the loan funding probability ratio are based on management judgment; these inputs can have a material effect on the estimated fair values.

We have derivative instruments that we hold to manage the price risk associated with IRLCs and mortgage loans held for sale. These derivatives and mortgage loans held for sale are classified as Level 2 within the fair value hierarchy. Refer to Notes 8 and 9 to the Consolidated Financial Statements for additional information related to derivative instruments.

Allowance for Uncollectible Advances

We establish an allowance for uncollectible advances that provides for probable losses inherent in funded servicer and protective advances. The allowance is based on a collection risk analysis that considers the underlying loan, the type of advance, our customers’ servicing and advance reimbursement guidelines, reimbursement patterns and past loss experience. Although we examine a variety of available data to determine our allowance, our estimation process is subject to risks and uncertainties, including a reliance on historical loss and trend information that may not be representative of current conditions and indicative of future performance.

Asset Impairment Reviews

We review our long-lived assets for impairment indicators throughout the year. We perform impairment testing for goodwill at least annually and for all other long-lived assets whenever impairment indicators are present. When we have determined an impairment has occurred, we record an impairment charge for the amount by which the fair value is less than the carrying value of these assets. Our impairment review processes are described in Note 4 to the Consolidated Financial Statements.

Examples of events or circumstances that may be indicative of impairment include:


•	decline in future expected cash flows;


•	changes in facts and circumstances associated with a shift in strategic direction;


•	decline in overall financial performance;


•	changes in market capitalization;


•	changes in regulatory requirements;


•	increased liquidity requirements; and


•	industry and market considerations.

When determining the fair value of goodwill, we are required to determine the fair value of each reporting unit. We primarily use the income approach but we may also use the market approach, or a weighted-average combination of both approaches.

The income approach is a forward-looking approach to estimating fair value and relies primarily on internal forecasts. Within the income approach, the method that we use is the discounted cash flow method. We start with a forecast of all the expected net cash flows associated with the reporting unit, which includes the application of a terminal value, and then we apply a reporting unit-specific discount rate to arrive at a net present value amount. Some of the more significant estimates and assumptions inherent in this approach include: the amount and timing of the projected net cash flows, long-term growth rate, discount rate and tax rate.

The market approach is a historical approach to estimating fair value and relies primarily on external information. Within the market approach are two methods that we may use:


•	Guideline public company method—this method employs market multiples derived from market prices of stocks of companies that are engaged in the same or similar lines of business and that are actively traded on a free and open market and the application of the identified multiples to the corresponding measure of our reporting unit’s financial performance.


•	Guideline transaction method—this method relies on pricing multiples derived from transactions of significant interests in companies engaged in the same or similar lines of business and the application of the identified multiples to the corresponding measure of our reporting unit’s financial performance.

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The market approach is only appropriate when the available external information is robust and deemed to be a reliable proxy for the specific reporting unit being valued; however, these assessments may prove to be incomplete or inaccurate. Some of the more significant estimates and assumptions inherent in this approach include: the selection of appropriate guideline companies and transactions and the determination of applicable premiums and discounts based on any differences in ownership percentages, ownership rights, business ownership forms or marketability between the reporting unit and the guideline companies and transactions.

When determining the fair value of intangible assets other than goodwill, we use an income approach, specifically the discounted cash flow method. We start with a forecast of all the expected net cash flows associated with the asset, which includes the application of a terminal value for indefinite-lived assets, and then we apply an asset-specific discount rate to arrive at a net present value amount. Some of the more significant estimates and assumptions inherent in this approach include: the amount and timing of the projected net cash flows, long-term growth rate, discount rate and tax rate.

We are likely to continue to be impacted in the near term by certain company-specific matters, overall market performance within the sector, and a continued level of regulatory scrutiny. As a result, market capitalization, overall economic and sector conditions and other events or circumstances, including the ability to execute on our strategic objectives, amongst other factors, will continue to be regularly monitored by management. Unanticipated outcomes in these areas may result in an impairment of goodwill and/or intangible assets and have a related impact on income taxes in the future.

Income Taxes

We record a tax provision for the anticipated tax consequences of the reported results of operations. We compute the provision for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. We measure deferred tax assets and liabilities using the currently enacted tax rates in each jurisdiction that applies to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

We recognize tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

We are required to establish a valuation allowance for deferred tax assets and record a charge to income if it is determined, based on available evidence at the time the determination is made, that it is more likely than not that some portion or all of the deferred tax assets will not be realized. A full valuation allowance has been established for deferred tax assets at December 31, 2017 .

Our evaluation of the realizability of the deferred tax assets focuses on identifying significant, objective evidence that we will more likely than not be able to realize our deferred tax assets in the future. We consider both positive and negative evidence when evaluating the need for a valuation allowance, which is highly judgmental and requires subjective weighting of such evidence.

Contingencies

We estimate contingent liabilities based on management's evaluation of the probability of outcomes and the ability to estimate the range of exposure. A liability is contingent if the extent of loss is not presently known but may become known in the future through the occurrence of some uncertain future event. Accounting standards require that a liability be recorded if it is determined that it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. In deriving an estimate, we are required to make assumptions about matters that are, by their nature, highly uncertain. The assessment of contingent liabilities, including legal contingencies, curtailment obligations and repurchase obligations, involves the use of critical estimates, assumptions and judgments. Through our assessment we consider many factors, including the progress of the matter, prior experience and experience of others in similar matters, available defenses, and the advice of legal counsel and other experts. Our estimates are based on the belief that future events will validate the current assumptions regarding the ultimate outcome of these exposures. Because matters may be resolved over long periods of time, accruals are adjusted as more information becomes available or when an event occurs requiring a change. However, there can be no assurance that future events will not differ from our assessments.

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Fresh Start Accounting

In connection with our emergence from Chapter 11, we believe that we will meet the conditions to qualify under GAAP for fresh start accounting, and accordingly expect to adopt fresh start accounting effective February 10, 2018 . The reorganization value will represent the fair value of the entity before considering liabilities and will approximate the amount a willing buyer would pay for our assets immediately after restructuring. The reorganization value is then allocated to the respective fair value of assets. The excess reorganization value over the fair value of identified tangible and intangible assets, if any, is recorded as goodwill. Liabilities, other than deferred taxes, will be stated at present values of amounts expected to be paid.

Fair values of assets and liabilities will represent our best estimates based on independent appraisals and valuations. Where the foregoing are not available, industry data and trends or references to relevant market rates and transactions will be used. These estimates and assumptions are inherently subject to significant uncertainties and contingencies beyond our reasonable control. Moreover, the market value of our common stock may differ materially from the fresh start equity valuation.

New Accounting Pronouncements

Refer to Note 1 to the Consolidated Financial Statements for a summary of recently adopted and recently issued accounting standards and their related effects or anticipated effects on our consolidated results of operations and financial condition.

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Glossary of Terms

This Glossary of Terms includes acronyms and defined terms that are used throughout this Annual Report on Form 10-K.


2011 Plan	2011 Omnibus Incentive Plan established by the Company on May 10, 2011, as amended and restated


2013 Credit Agreement	Amended and Restated Credit agreement entered into on December 19, 2013 among the Company, Credit Suisse AG, as administrative agent and collateral agent, the lenders from time to time party thereto and other parties thereto, as amended on July 31, 2017


2013 Revolver	Senior secured revolving credit facility entered into on December 19, 2013, as amended


2013 Secured Credit Facilities	2013 Term Loan and 2013 Revolver, collectively


2013 Term Loan	$1.5 billion senior secured first lien term loan borrowed on December 19, 2013 pursuant to the 2013 Credit Agreement


2017 Plan	2017 Omnibus Incentive Plan established by the Company on May 17, 2017


2018 Credit Agreement	Second Amended and Restated Credit Agreement entered into on February 9, 2018 (and as amended prior to the date hereof) among the Company, Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, the lenders from time to time party thereto and other parties thereto


2018 Term Loan	Approximately $1.16 billion senior secured first lien term loan borrowed on February 9, 2018 pursuant to the 2018 Credit Agreement


Adjusted EBITDA	Adjusted earnings before interest, taxes, depreciation and amortization, a non-GAAP financial measure; refer to Non-GAAP Financial Measures section under Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations for description of metric


Adjusted Earnings (Loss)	Adjusted earnings or loss before taxes, a non-GAAP financial measure; refer to Non-GAAP Financial Measures section under Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations for description of metric


Advisers Act	Investment Advisers Act of 1940


ARM	Asset Receivables Management, a deficiencies collections reporting unit of the Company

Articles of Amendment and


Restatement	Amended and Restated Articles of Incorporation dated February 9, 2018, filed as Exhibit 3.1 to Amendment No. 2 to the Registrant's Current Report on Form 8-K as filed with the SEC on February 13, 2018


Articles Supplementary	Exhibit A to the Company's Articles of Amendment and Restatement, which contains the terms, rights and preferences of the Company's outstanding Convertible Preferred Stock


Assurant	Assurant, Inc.


Bankruptcy Code	The United States Bankruptcy Code, 11 U.S.C. Section 101, et seq. as amended


Bankruptcy Court	The United States Bankruptcy Court for the Southern District of New York having jurisdiction over the Chapter 11 Case, and, to the extent of the withdrawal of any reference under 28 U.S.C. § 157, pursuant to 28 U.S.C. § 151, the United States District Court for the Southern District of New York


Bankruptcy Petition	Voluntary petition filed on November 30, 2017 by Walter Investment Management Corp. under Chapter 11 of the Bankruptcy Code


Borrowers	Borrowers under residential mortgage loans and installment obligors under residential retail installment agreements


Bps	Basis points


CCR	Corporate credit rating


CFPB	Consumer Financial Protection Bureau


Chapter 11 Case	The case under Chapter 11 of the Bankruptcy Code


Charged-off loans	Defaulted consumer and residential loans acquired by the Company at substantial discounts to face value during 2014, which are also referred to as post charge-off deficiency balances


Clean-up Call Agreement	Clean-up Call Agreement, dated as of October 10, 2017, by and among the Company and Capital One, National Association

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Coal Acquisition	Warrior Met Coal, LLC (f/k/a Coal Acquisition LLC)


Code	Internal Revenue Code of 1986, as amended


Common Stock Directors	Three Class III directors elected by the holders of common stock


Computershare	Computershare Trust Company, N.A., as Rights Agent to the Rights Agreement


Confirmation Order	Order entered into on January 18, 2018 with the Court confirming approval of the Prepackaged Plan


Consolidated Financial Statements	The consolidated financial statements of Ditech Holding Corporation and its subsidiaries and the notes thereto included in Item 8 of this Form 10-K


Convertible Notes	4.50% convertible senior subordinated notes due 2019 sold in a registered underwritten public offering on October 23, 2012


Convertible Noteholders	Holders of the Convertible Notes


Convertible Preferred Stock	Shares of the Company’s mandatorily Convertible Preferred Stock, par value $0.01 per share, having a conversion multiple of 114.9750 shares of common stock per share of Convertible Preferred Stock pursuant to the terms of the Articles of Amendment and Restatement


COSO	Committee of Sponsoring Organizations of the Treadway Commission


DAAT Facility	Ditech Agency Advance Trust financing facility


Debtor	Walter Investment Management Corp.


Demand Registration	Under the Registration Rights Agreement, holders beneficially holding 10% or more of the common stock have the right to demand that the Company effect the registration of any or all of the registrable securities


DIP	Debtor-in-possession

DIP Warehouse Facilities

Warehouse facilities governed by agreements with Credit Suisse First Boston Mortgage Capital LLC, as sole structuring agent, lead arranger, co-lender and administrative agent on behalf of Credit Suisse AG, Cayman Islands Branch and Barclays Bank PLC, as co-lender to replace and refinance certain of the master repurchase agreements governing certain warehouse borrowings and certain other financing facilities during the Chapter 11 Case


Distribution taxes	Taxes imposed on Walter Energy or a Walter Energy shareholder as a result of the potential determination that the Company's spin-off from Walter Energy was not tax-free pursuant to Section 355 of the Code


Ditech Financial	Ditech Financial LLC, an indirect wholly-owned subsidiary of the Company


Ditech Holding	Ditech Holding Corporation and its consolidated subsidiaries


Ditech Mortgage Corp	Formerly an indirect wholly-owned subsidiary of the Company; effectually merged into Ditech Financial LLC


Dodd-Frank Act	Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010


DOJ	United States Department of Justice


DPAT Facility	Ditech Private Label Securities Advance Trust financing facility


DPATII Facility	Ditech Private Label Securities Advance Trust II financing facility

Early Advance Reimbursement


Agreement	$100 million financing facility with Fannie Mae


EBITDA	Earnings before interest, taxes, depreciation, and amortization


ECOA	Equal Credit Opportunity Act


Effective Date	February 9, 2018 , the date of our emergence from bankruptcy


EFTA	Electronic Fund Transfer Act


Exchange Act	Securities Exchange Act of 1934, as amended

Exit Warehouse Facilities


Fannie Mae	Federal National Mortgage Association


FASB	Financial Accounting Standards Board

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FCRA	Fair Credit Reporting Act


FDCPA	Fair Debt Collection Practices Act


FHA	Federal Housing Administration


FHFA	Federal Housing Finance Agency


FICO	Fair Isaac Corporation (borrower credit score)


Forward sales commitments	Forward sales of agency to-be-announced securities, a freestanding derivative financial instrument


Freddie Mac	Federal Home Loan Mortgage Corporation


FTC	Federal Trade Commission


GAAP	United States Generally Accepted Accounting Principles


Ginnie Mae	Government National Mortgage Association


Ginnie Mae II MBS	Modified pass-through mortgage-backed securities for which holders receive an aggregate principal and interest payment from a central paying agent


Ginnie Mae Guaranty Agreement	Ginnie Mae Guaranty Agreement together with related documents


Ginnie MBS Guide	Ginnie Mae Mortgage Backed-Securities Guide including the annexes thereto


GMBS	Government National Mortgage Association mortgage-backed securities


Green Tree Servicing	Green Tree Servicing LLC; effectually merged into Ditech Financial LLC


GSE	Government-sponsored entity


GTAAFT Facility	Green Tree Agency Advance Funding Trust financing facility


GTIM	Green Tree Investment Management, LLC, an indirect wholly-owned subsidiary of the Company


HAMP	Home Affordable Modification Program


HARP	Home Affordable Refinance Program


HECM	Home Equity Conversion Mortgage


HECM IDL	Home Equity Conversion Mortgage Initial Disbursement Limit


HMBS	Home Equity Conversion Mortgage-Backed Securities


HMDA	Home Mortgage Disclosure Act


HOA	Homeowner's Association


HOEPA	Home Ownership and Equity Protection Act of 1994


HUD	U.S. Department of Housing and Urban Development


IRLC	Interest rate lock commitment, a freestanding derivative financial instrument


IRS	Internal Revenue Service

"Know Before You Owe"


mortgage disclosure rule	Mortgage disclosure rule amending Regulation X of RESPA and Regulation Z of TILA to integrate certain mortgage loan disclosure forms and requirements, which became effective October 3, 2015


Lender-placed	Also referred to as "force-placed" insurance is an insurance policy placed by a bank or mortgage servicer on a home when the homeowners’ own property insurance may have lapsed or where the bank deems the homeowners’ insurance insufficient


LIBOR	London Interbank Offered Rate

Loans subject to repurchase


from Ginnie Mae	Delinquent mortgage loans that the Company is required to record on its consolidated balance sheets, along with a corresponding liability, as a result of its unilateral right to repurchase such loans from Ginnie Mae


LOC	Letter of Credit


Marix	Marix Servicing, LLC


MBA	Mortgage Bankers Association


MBS	Mortgage-backed securities

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MBS purchase commitments	Commitments to purchase mortgage-backed securities, a freestanding derivative financial instrument


MGCL	Maryland General Corporation Law


Moody's	Moody’s Investors Service Limited, a nationally recognized statistical rating organization designated by the SEC


Mortgage loans	Traditional mortgage loans and residential retail installment agreements, which include manufactured housing loans as well as consumer loans


MSP	A mortgage and consumer loan servicing platform licensed from Black Knight Financial Services, LLC


MSR	Mortgage servicing rights


N/A	Not applicable


Net realizable value	Fair value less cost to sell


n/m	Not meaningful


NOL	Net operating loss


NOL Carryforwards	Net operating losses carried over from prior taxable years


Non-Residual Trusts	Securitization trusts that the Company consolidates and in which the Company does not hold residual interests


NRM	New Residential Mortgage LLC, a wholly owned subsidiary of New Residential Investment Corp., a Delaware Corporation


NRM Flow and Bulk Agreement	Flow and Bulk Agreement for the Purchase and Sale of Mortgage Servicing Rights, dated as of August 8, 2016, and as subsequently amended, by and between Ditech Financial LLC and New Residential Mortgage LLC


NRM Subservicing Agreement	Subservicing Agreement, dated as of August 8, 2016, and as subsequently amended, by and between New Residential Mortgage LLC and Ditech Financial LLC


NYSE	New York Stock Exchange


OTS	Office of Thrift Supervision


Parent Company	Ditech Holding Corporation


Petition Date	November 30, 2017, the date that the Company filed the Bankruptcy Petition with the Bankruptcy Court


Prepackaged Plan	Proposed prepackaged plan of reorganization of Walter Investment Management Corp. under Chapter 11 of the Bankruptcy Code


PIK	Payment-in-kind


Preferred Stock Directors	Six Class I and Class II directors elected by the holders of preferred stock


RCS	Residential Credit Solutions, Inc., a Delaware corporation


Registration Rights Agreement	Registration Rights Agreement entered into with certain parties that received shares of the Company’s common stock, warrants and mandatorily convertible preferred stock on the Effective Date as provided in the Prepackaged Plan and which provides holders with registration rights for the holders’ registrable securities.


REIT	Real estate investment trust


REO	Real estate owned


Residential loans	Residential mortgage loans, including traditional mortgage loans, reverse mortgage loans and residential retail installment agreements, which include manufactured housing loans as well as consumer loans


Residual Trusts	Securitization trusts that the Company consolidates and in which it holds a residual interest


RESPA	Real Estate Settlement Procedures Act


Restatement	The restatement of our financial statements as of and for the periods ended June 30, 2016, September 30, 2016, December 31, 2016 and March 31, 2017


Restructuring	Financial restructuring of the Company


Reverse loans	Reverse mortgage loans, including HECMs

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Revolving Credit Facility	The revolving loan commitments of lenders to the 2013 Credit Agreement and the extensions of credit made thereunder


Rights Agreement	The Amended and Restated Section 382 Rights Agreement, dated as of November 11, 2016, as amended November 9, 2017 and February 9, 2018


Risk-managed loan class	Risk-managed mortgage loan class


RMS	Reverse Mortgage Solutions, Inc., an indirect wholly-owned subsidiary of the Company


RSUs	Restricted stock units


SEC	U.S. Securities and Exchange Commission


Second Lien Notes	$250 million aggregate principal amount of 9.00% Second Lien Senior Subordinated PIK Toggle Notes due 2024 issued on February 9, 2018


Second Lien Notes Indenture	Indenture for the 9.00% Second Lien Senior Subordinated PIK Toggle Notes due 2024 dated as of February 9, 2018 among the Company, the guarantors and Wilmington Savings Fund Society, FSB, as trustee


Section 382	Section 382 of the Internal Revenue Code


Securities Act	Securities Act of 1933, as amended

Securities Master Repurchase


Agreement	Master repurchase agreement issued on November 30, 2017 under the DIP Warehouse Facilities used to fund advances


Senior Notes	$575 million aggregate principal amount of 7.875% senior notes due 2021 issued on December 17, 2013


Senior Noteholders	Holders of the Senior Notes


Senior Noteholder RSA	Restructuring Support Agreement, dated as of October 20, 2017, by and among Walter Investment Management Corp. and the Consenting Senior Noteholders


Senior Notes Indenture	Indenture for the 7.875% Senior Notes due 2021 dated as of December 17, 2013 among the Company, the guarantors and Wilmington Savings Fund Society, FSB, as successor trustee


Series A Warrants	Warrants to purchase the Company’s common stock, exercisable on a cash or cashless basis at an exercise price of $20.63 per share, expiring February 9, 2028


Series B Warrants	Warrants to purchase the Company’s common stock, exercisable on a cash or cashless basis at an exercise price of $28.25 per share, expiring February 9, 2028

Servicer and Protective Advance


Financing Facilities	The Company's interests in financing entities that acquire servicer and protective advances from certain wholly-owned subsidiaries


Side Letter Agreement	Side Letter Agreement dated as of January 17, 2018 between Ditech Financial and NRM


STAR	Servicer Total Achievement and Rewards


S&P	Standard and Poor's Ratings Services, a nationally recognized statistical rating organization designated by the SEC


Tails	Participations in previously securitized HECMs created by additions to principal for borrower draws on lines of credit, interest, servicing fees, and mortgage insurance premiums


TBAs	To-be-announced securities


Tax Act	Tax Cuts and Jobs Act, signed into law in December 2017


TCPA	Telephone Consumer Protection Act


Term Lenders	Lenders with term loan commitments or outstanding term loans under the 2013 Credit Agreement


Term Loan RSA	Restructuring Support Agreement, dated as of July 31, 2017, by and among Walter Investment Management Corp. and the lenders party thereto


TILA	Truth in Lending Act


Trust Notes	The mortgage-backed and asset-backed notes issued by the Residual Trusts


UPB	Unpaid principal balance


U.S.	United States of America


U.S. Treasury	U.S. Department of the Treasury

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USDA	United States Department of Agriculture


VA	United States Department of Veterans Affairs


VIE	Variable interest entity


Walter Energy	Walter Energy, Inc.

Walter Energy Asset Purchase


Agreement	Stalking horse asset purchase agreement entered into by Walter Energy, together with certain of its subsidiaries, and Coal Acquisition on November 5, 2015 and amended and restated on March 31, 2016

Walter Investment Management


Corp.	Walter Investment Management Corp., former name of Ditech Holding Corporation


Warehouse borrowings	Borrowings under master repurchase agreements


WCO	Walter Capital Opportunity LLC (formerly Walter Capital Opportunity Corp.) and its consolidated subsidiaries

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We seek to manage the risks inherent in our business — including, but not limited to, credit risk, liquidity risk, real estate market risk, and interest rate risk — in a prudent manner designed to enhance our earnings and preserve our capital. In general, we seek to assume risks that can be quantified from historical experience, to actively manage such risks, and to maintain capital levels consistent with these risks. For information regarding our credit risk, real estate market risk and liquidity risk, refer to the Credit Risk, Real Estate Market Risk and Liquidity and Capital Resources sections under Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Interest Rate Risk

Interest rate risk is the risk of loss of future earnings or fair value due to changes in interest rates. Our principal market exposure associated with interest rate risk relates to changes in long-term U.S. Treasury and mortgage interest rates and LIBOR.

We provide sensitivity analysis surrounding changes in interest rates in the Servicing, Originations and Reverse Mortgage Segments and Other Financial Instruments sections below. However, there are certain limitations inherent in any sensitivity analysis, including the necessity to conduct the analysis based on a single point in time and the inability to include the complex market reactions that normally would arise from the market shifts modeled .

Servicing, Originations and Reverse Mortgage Segments

Sensitivity Analysis

The following table summarizes the estimated change in the fair value of certain assets and liabilities given hypothetical instantaneous parallel shifts in the interest rate yield curve (in thousands):



	December 31, 2017
	Down 50 bps			Down 25 bps			Up 25 bps			Up 50 bps
Servicing segment
Servicing rights carried at fair value	$	(148,094	)	$	(60,902	)	$	46,154		$	83,445
Net change in fair value - Servicing segment	$	(148,094	)	$	(60,902	)	$	46,154		$	83,445

Originations segment
Residential loans held for sale	$	7,273		$	4,038		$	(5,224	)	$	(11,275	)
Freestanding derivatives ⁽¹⁾	(9,907		)	(5,406		)	5,308			11,236
Net change in fair value - Originations segment	$	(2,634	)	$	(1,368	)	$	84		$	(39	)

Reverse Mortgage segment
Reverse loans	$	103,753		$	49,454		$	(56,922	)	$	(109,026	)
HMBS related obligations	(90,590		)	(42,211		)	52,801			99,451
Net change in fair value - Reverse Mortgage segment	$	13,163		$	7,243		$	(4,121	)	$	(9,575	)

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	December 31, 2016
	Down 50 bps			Down 25 bps			Up 25 bps			Up 50 bps
Servicing segment
Servicing rights carried at fair value	$	(115,168	)	$	(51,147	)	$	41,295		$	76,804
Net change in fair value - Servicing segment	$	(115,168	)	$	(51,147	)	$	41,295		$	76,804

Originations segment
Residential loans held for sale	$	21,851		$	12,410		$	(14,099	)	$	(29,869	)
Freestanding derivatives ⁽¹⁾	(28,898		)	(15,606		)	14,949			30,292
Net change in fair value - Originations segment	$	(7,047	)	$	(3,196	)	$	850		$	423

Reverse Mortgage segment
Reverse loans	$	110,485		$	54,754		$	(53,822	)	$	(106,714	)
HMBS related obligations	(90,327		)	(44,867		)	44,287			87,983
Net change in fair value - Reverse Mortgage segment	$	20,158		$	9,887		$	(9,535	)	$	(18,731	)

__________


(1)	Consists of IRLCs, forward sales commitments and MBS purchase commitments.

We used December 31, 2017 and 2016 market rates on our instruments to perform the sensitivity analysis. These sensitivities measure the potential impact on fair value, are hypothetical, and presented for illustrative purposes only. There are certain limitations inherent in the sensitivity analysis presented, including the necessity to conduct the analysis based on a single point in time and the inability to include complex market reactions that normally would arise from the market shifts modeled. Changes in fair value based on variations in assumptions generally cannot be extrapolated because the relationship of the change in fair value may not be linear.

Servicing Rights Carried at Fair Value

Servicing rights carried at fair value are subject to prepayment risk as the mortgage loans underlying the servicing rights permit the borrowers to prepay the loans. Consequently, the value of these servicing rights generally tend to diminish in periods of declining interest rates (as prepayments increase) and tend to increase in periods of rising interest rates (as prepayments decrease). This analysis ignores the impact of changes on certain material variables, such as non-parallel shifts in interest rates, or changing consumer behavior to incremental changes in interest rates.

Although the level of interest rates is a key driver of prepayment activity, there are other factors that influence prepayments, including home prices, underwriting standards, availability of government-sponsored refinance programs and other product characteristics. Since our Originations segment’s results of operations are positively impacted when interest rates decline, our Originations segment’s results of operations may partially offset the change in fair value of servicing rights over time. The interaction between the results of operations of these activities is a core component of our overall interest rate risk assessment. We take into account the estimated benefit of originations on our Originations segment’s results of operations to determine the impact on net economic value from a decline in interest rates, and we continuously assess our ability to replenish lost value of servicing rights and cash flow due to increased prepayments. We do not currently use derivative instruments to hedge the interest rate risk inherent in the value of servicing rights, but we may choose to use such instruments in the future. The amount and composition of derivatives used to hedge the value of servicing rights, if any, will depend on the exposure to loss of value on the servicing rights, the expected cost of the derivatives, expected liquidity needs, and the expected increase to earnings generated by the origination of new loans resulting from the decline in interest rates. The down-rate sensitivity of servicing rights carried at fair value to interest rate changes increased at December 31, 2017 from December 31, 2016 due primarily to a higher weighted-average mortgage rate for loans within our servicing portfolio in combination with a lower interest rate environment, which increases the incentive for borrowers to refinance, thereby decreasing the fair value of the servicing rights. In addition, changes to the composition of the portfolio and to fair value model assumptions also impacted the sensitivity of servicing rights.

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Servicing Rights Related Liabilities

Servicing rights related liabilities consisted of excess servicing spread liabilities and servicing rights financing. Servicing rights related liabilities are generally subject to fair value losses when interest rates rise. Increasing interest rates typically slow down refinancing activity. Decreased refinancing activity increases the life of the loans underlying the servicing rights related liabilities, thereby increasing the fair value of the servicing rights related liabilities. As the fair value of the servicing rights related liabilities are related to the future economic performance of certain servicing rights, any adverse changes in those servicing rights would inherently benefit the fair value of the servicing rights related liabilities by decreasing our obligation, while any beneficial changes in the assumptions used to value servicing rights would negatively impact the fair value of the servicing rights related liabilities by increasing our obligation.

Residential Loans Held for Sale and Related Freestanding Derivatives

We are subject to interest rate risk and price risk on mortgage loans held for sale during the short time from the loan funding date until the date the loan is sold into the secondary market. Interest rate lock commitments represent an agreement to extend credit to a mortgage loan applicant or to purchase loans from a third-party originator, collectively referred to as IRLC, whereby the interest rate of the loan is set prior to funding or purchase. IRLCs, which are considered freestanding derivatives, are subject to interest rate risk and related price risk during the period from the date of the commitment through the loan funding date or expiration date. Loan commitments generally range from 35 to 50 days from lock to funding of the mortgage loan and our holding period from funding to sale is an average of approximately 20 days.

An integral component of our interest rate risk management strategy is our use of freestanding derivative instruments to minimize significant fluctuations in earnings caused by changes in interest rates that affect the value of our IRLCs and mortgage loans held for sale. The derivatives utilized to hedge the interest rate risk are forward sales commitments, which are forward sales of agency TBAs. These TBAs are primarily used to fix the forward sales price that will be realized upon the sale of the mortgage loans into the secondary market. We also enter into commitments to purchase MBS as part of our overall hedging strategy.

Reverse Loans and HMBS Related Obligations

We are subject to interest rate risk on our reverse loans and HMBS related obligations as a result of different expected cash flows and longer expected durations for loans as compared to HMBS related obligations. Our reverse loans have longer durations primarily as a result of our obligations as issuer of HMBS, which include the requirement to purchase loans out of the Ginnie Mae securitization pools once the outstanding principal balance of the related HECM is equal to or greater than 98% of the maximum claim amount.

Other Financial Instruments

The following summarizes the estimated changes in annual interest expense at December 31, 2017 and 2016 given a hypothetical and instant parallel shift in the yield curve of 25 and 50 basis points. Our total market risk is influenced by a wide variety of factors including market volatility and the liquidity of the markets.

Servicing Advance Liabilities

Our servicing advance agreements included both fixed rate and LIBOR-based borrowings at December 31, 2016 and only LIBOR-based borrowings at December 31, 2017 . Based on an increase of 25 and 50 basis points in LIBOR at December 31, 2017 and the outstanding LIBOR-based liabilities recorded at such time, our annual interest expense for servicing advance liabilities would have increased by $1.2 million and $2.4 million, respectively. Based on the same increases in LIBOR at December 31, 2016 and the outstanding liabilities recorded at such time, our annual interest expense for servicing advance liabilities would have increased by $0.9 million and $1.7 million, respectively.

Warehouse Borrowings

Our master repurchase agreements were primarily LIBOR-based at December 31, 2016 and entirely LIBOR-based at December 31, 2017 . Based on an increase of 25 and 50 basis points in LIBOR at December 31, 2017 and the outstanding borrowings recorded at such time, our annual interest expense for warehouse borrowings would have increased by $2.7 million and $5.4 million, respectively. Based on the same increases in LIBOR at December 31, 2016 and the outstanding borrowings recorded at such time, our annual interest expense for warehouse borrowings would have increased by $3.0 million and $6.0 million, respectively.

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Corporate Debt

Our 2013 Term Loan is LIBOR-based with a 1.0% floor in place. Based on an increase of 25 and 50 basis points in LIBOR at December 31, 2017 and the outstanding balances at such time, our annual interest expense for corporate debt would have increased by $3.1 million and $6.1 million, respectively. Based on the same increases in LIBOR at December 31, 2016 and the outstanding balances recorded at such time, our annual interest expense for corporate debt would have increased by $0.3 million and $3.8 million, respectively.

Mortgage Loans and Related Mortgage-backed Debt

We exclude mortgage loans and mortgage-backed debt of the Residual and Non-Residual Trusts from the analysis of rate-sensitive assets and liabilities. These assets and liabilities generally do not represent significant interest rate risk to us as it relates to potential losses in future earnings or fair value. Although we hold residual interests in the Residual Trusts, the mortgage loans and mortgage-backed debt in these trusts, which are carried at amortized cost, are mostly at fixed rates of interest. In contrast, approximately half of the assets of the Non-Residual Trusts are fixed rate, whereas the mortgage-backed debt is entirely variable rate. Nonetheless, the impact of changes in interest rates are mostly offset. However, we were obligated to exercise mandatory clean-up call obligations related to the Non-Residual Trusts.

We fulfilled our obligation for these mandatory clean-up call obligations in the second and third quarters of 2017 by making payments of $28.4 million during the year ended December 31, 2017 . The total outstanding balance of the residential loans expected to be called at the respective call dates is $317.2 million at December 31, 2017 . Upon exercise of the clean-up calls, we were exposed to interest rate risk with regard to the purchased loans. On October 10, 2017, we entered into a Clean-up Call Agreement with a counterparty. With the execution of the Clean-Up Call Agreement, the counterparty assumed the Company’s mandatory obligation to exercise the clean-up calls for the remaining securitization trusts.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our financial statements and related notes, together with the Report of Independent Registered Certified Public Accounting Firm thereon, are included in Part IV, Item 15. Exhibits and Financial Statement Schedules and begin on page F-1 of this report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the Company's reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures as of December 31, 2017 . Based upon that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2017 , the design and operation of the Company's disclosure controls and procedures were not effective because of the material weaknesses in its internal control over financial reporting described below.

Management's Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). The Company's internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis.

Management assessed the effectiveness of the Company's internal control over financial reporting at December 31, 2017 . In making this assessment, management used the 2013 criteria set forth by COSO in the Internal Control-Integrated Framework. Based on its assessment and those criteria, management has concluded that a previously identified material weakness in its internal control over financial reporting at December 31, 2017 was not sufficiently remediated. Additionally, a new material weakness was identified related to the accuracy of the data utilized in the valuation calculation of fair value of MSR. The Company has therefore determined that its internal control over financial reporting was not effective as of such date.

The Company had previously identified two material weaknesses in internal control over financial reporting that were described in Management's Report on Internal Control Over Financial Reporting, which was included in the Company's Form 10-K/A for the year ended December 31, 2016. Specifically, the Company did not design and maintain effective controls related to its default servicing process, including its ability to identify foreclosure tax liens and resolve such liens timely, foreclosure related advances, and the processing and oversight of loans in bankruptcy status. Further, the Company did not design and maintain effective controls to ensure that it correctly calculated its deferred tax asset valuation allowance, including having adequate technical review of the deferred tax asset valuation allowance for the year ended December 31, 2016. Various corrective actions intended to remediate these two material weaknesses were implemented prior to December 31, 2017. Testing of these remedial actions was completed as of the end of the period covered by this report. The Company has concluded that the material weakness related to the technical review of the deferred tax asset valuation allowance has been remediated. The material weakness identified in 2016 relating to the operational processes within the transaction level processing of Ditech Financial default servicing over foreclosure tax liens and loans in bankruptcy has been remediated. However, controls around foreclosure related advances were not fully operational during 2017 and have not yet been tested for operational effectiveness and therefore, the control deficiency was not fully remediated. Additionally, management became aware of operational control deficiencies related to operational processes within the property preservation function of Ditech Financial default servicing activities. The control deficiency did not result in a misstatement of the consolidated financial statements for the year ended December 31, 2017 or prior periods. However, the control deficiency did result in an adjustment to reserves during the fourth quarter of 2017 totaling $6.3 million for exposures related to deficient processes within the operating control environment for the property preservation function. The control deficiency could result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected. Accordingly, management has concluded that a material weakness in internal controls exists within the operating control environment for property preservation as well as the foreclosure related advances material weakness identified in 2016 as they both pertain to the operational processes within the transaction level processing of Ditech Financial default servicing activities as of December 31, 2017 .

At December 31, 2017, management determined that the Company did not design and maintain effective internal controls to ensure that data is appropriately utilized in its MSR valuation process, including its ability to appropriately query and extract data from its servicing system. Management determined, through substantive procedures performed, that the data issue was isolated to one data field within the MSR valuation file. This control deficiency did not result in a material misstatement of the consolidated financial statements for the year ended December 31, 2017 or prior periods. However, the control deficiency did result in a decrease to our MSR fair value during the fourth quarter of 2017 totaling $8.9 million for exposures related to inaccurate data pulls for purposes of MSR valuation. The control deficiency could result in a material weakness to the annual or interim consolidated financial statements that would not be prevented or detected. Accordingly, management determined that this control deficiency constitutes a material weakness.

Changes in Internal Control Over Financial Reporting

Other than with respect to the matters outlined above, there were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended December 31, 2017 covered by this Annual Report on Form 10-K that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Remediation of the Material Weakness in Internal Control Over Financial Reporting

Throughout the fourth quarter of 2017, the Company implemented process enhancements and controls for the purposes of ensuring design and operating effectiveness over the material weaknesses identified at December 31, 2016. As such, management with the oversight of its Audit Committee, has taken the following actions in the design and operating effectiveness of its internal control over financial reporting in an effort to remediate the material weaknesses over Ditech Financial operational processes and over the deferred tax asset valuation allowance, respectively:

Ditech Financial operational processes over foreclosure tax liens and loans in bankruptcy:


•	Finalized process flow narratives to describe the process flows, identify risks, and design controls mitigating the risk of financial misstatement.


•	Performed walkthroughs over all key controls identified within the process flow narratives for the purpose of validating design effectiveness noting no issues.


•	Tested all key controls identified within the process flow narratives for purpose of validating operating effectiveness noting no issues.

Ditech Financial operational processes over foreclosure related advances:


•	Finalized process flow narratives to describe the process flows, identify risks, and design controls mitigating the risk of financial misstatement.


•	Performed walkthroughs over certain key controls identified within the process flow narratives for the purpose of validating design effectiveness.


•	Tested certain key controls identified within the process flow narratives for the purpose of validating operating effectiveness noting no issues.


•	Testing of key controls lacked sufficient passage of time to conclude on operating effectiveness.

Ditech Financial operational processes over property preservation:


•	Management is designing, documenting, and will implement control procedures related to the review of property preservation.


•	Management will test and evaluate the design and operating effectiveness of control procedures throughout the property preservation function.


•	Management will assess the effectiveness of the remediation plan.

Deferred tax asset valuation allowance:


•	Finalized process flow narratives to describe the process flows, identify risks, and design controls mitigating the risk of financial misstatement.


•	Performed walkthroughs over all key controls identified within the process flow narratives for the purpose of validating design effectiveness noting no issues.


•	Tested all key controls identified within the process flow narratives for purpose of validating operating effectiveness noting no issues.

Management has completed implementing the remediation measures as outlined in the Restatement as it pertains to the deferred tax asset valuation allowance, as well as the remediation of operational processes over foreclosure tax liens and loans in bankruptcy as of December 31, 2017. Management is continuing to implement the remediation measures outlined above relating to operational processes over the property preservation and foreclosure related advances within default servicing, which have not been fully remediated as of December 31, 2017.

During 2018, the Company will take the following actions with respect to MSR valuation:

MSR valuation:


•	Management is designing, documenting, and will implement control procedures related to the review of the query logic utilized to extract data from the servicing system.


•	Management will test and evaluate the design and operating effectiveness of control procedures related to data extraction for us in MSR valuation.

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•	Management will assess the effectiveness of the remediation plan.

Management believes the remediation measures will strengthen the Company's internal control over financial reporting and remediate the material weakness identified. If management is unsuccessful in fully implementing the new controls to address the material weakness and to strengthen the overall internal control environment, financial condition and results of operations may result in inaccurate and untimely reporting. Management will continue to monitor the effectiveness of these remediation measures and will make any changes and take such other actions that management deems appropriate given the circumstances.

ITEM 9B. OTHER INFORMATION

None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 is incorporated herein by reference to the definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Code of Conduct and Ethics

We have adopted a Code of Conduct and Ethics that applies to all employees, including executive officers, and to directors. The Code of Conduct and Ethics is available on the Corporate Governance page of our website at www.investor.ditechholding.com . If we ever were to amend or waive any provision of our Code of Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, we intend to satisfy our disclosure obligations with respect to any such amendment or waiver by posting such information on our website set forth above rather than by filing a Form 8-K.

ITEM 11. EXECUTIVE COMPENSATION

The information required by Item 11 is incorporated herein by reference to the definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 12 is incorporated herein by reference to the definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Item 13 is incorporated herein by reference to the definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by Item 14 is incorporated herein by reference to the definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this report

(1) Financial Statements.

The Consolidated Financial Statements filed as part of this report are listed on the Table of Contents to Consolidated Financial Statements on page F-1.

(2) Financial Statement Schedules.

Financial statement schedules filed as part of this report are listed on the Table of Contents to Consolidated Financial Statements on page F-1.

(b) Exhibits.

Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits attached hereto, which is incorporated herein by reference.

ITEM 16. FORM 10-K SUMMARY

Omitted.

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INDEX TO EXHIBITS



Exhibit No.			Description
2.1			Stock Purchase Agreement among Green Tree Credit Solutions LLC, Walter Investment Management Corp., Insureco, Incorporated, and InterFinancial, Inc., solely with respect to Article X, dated as of December 30, 2016 (Incorporated herein by reference to Exhibit 2.7 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2016 as filed with the Securities and Exchange Commission on March 14, 2017 and amended on August 9, 2017).

2.2.1			Prepackaged Chapter 11 Plan of Reorganization of Walter Investment Management Corp. and the Affiliate Co-Plan Proponents, dated November 6, 2017 (Incorporated herein by reference to Exhibit A of Exhibit T3E.1 of the Form T-3 as filed with the Securities and Exchange Commission on November 6, 2017).

2.2.2			Findings of Fact, Conclusions of Law and Order Confirming the Amended Prepackaged Chapter 11 Plan of Walter Investment Management Corp. and the Affiliate Co-Plan Proponents, dated January 18, 2018 (Incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on January 19, 2018).

3.1			Walter Investment Management Corp. Articles of Amendment and Restatement, including the Articles Supplementary for the Convertible Preferred Stock attached thereto as Exhibit A, effective February 9, 2018 (Incorporated herein by reference to Exhibit 3.1 to Amendment No. 2 to Current Report on Form 8-K as filed with the Securities and Exchange Commission on February 13, 2018).

3.2			Ditech Holding Corporation Bylaws effective February 9, 2018 (Incorporated herein by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on February 9, 2018).

4.1			Indenture, dated as of February 9, 2018, between Ditech Holding Corporation and Wilmington Savings Fund Society FSB, as trustee (Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 9, 2018).

4.2.1			Amended and Restated Section 382 Rights Agreement, dated as of November 11, 2016, between Walter Investment Management Corp. and Computershare Trust Company, N.A., as Rights Agent, which includes the Form of Articles Supplementary for the Junior Participating Preferred Stock as Exhibit A, the Form of Right Certificate as Exhibit B and the Summary of Rights as Exhibit C (Incorporated herein by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 15, 2016).

4.2.2			Amendment No. 1, dated as of November 9, 2017, to the Amended and Restated Section 382 Rights Agreement, dated as of November 11, 2016, between Walter Investment Management Corp. and Computershare Trust Company, N.A., as Rights Agent (Incorporated herein by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 9, 2017).

4.2.3			Amendment No. 2, dated as of February 9, 2018, to Amended and Restated Section 382 Rights Agreement between Walter Investment Management Corp. and Computershare Trust Company, N.A., as Rights Agent, (Incorporated herein by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-A12B/A as filed with the Securities and Exchange Commission on February 9, 2018).

4.3.1			Series A Warrant Agreement dated February 9, 2018 (Incorporated herein by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on February 9, 2018).

4.3.2			Series B Warrant Agreement dated February 9, 2018 (Incorporated herein by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on February 9, 2018).

10.1			Tax Separation Agreement dated as of April 17, 2009 between Walter Industries, Inc. and Walter Investment Management LLC (Incorporated herein by reference to Exhibit 10.1.8 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on April 23, 2009).

10.2			Joint Litigation Agreement between Walter Industries, Inc. and Walter Investment Management LLC, effective as of April 17, 2009 (Incorporated herein by reference to Exhibit 10.1.9 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on April 23, 2009).

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Exhibit No.			Description
10.3†			Employment Letter Agreement between Walter Investment Management Corp. and Gary Tillett dated January 28, 2013 (Incorporated herein by reference to Exhibit 10.39 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2013 as filed with the Securities and Exchange Commission on February 27, 2014 and amended on August 14, 2014).

10.4.1†			Employment Letter Agreement between Walter Investment Management Corp. and Jonathan F. Pedersen, dated October 16, 2013 (Incorporated herein by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 as filed with the Securities and Exchange Commission on May 7, 2015).

10.4.2†			Retention Agreement between Walter Investment Management Corp. and Jonathan F. Pedersen, dated February 17, 2017 (Incorporated herein by reference to Exhibit 10.24.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2016 as filed with the Securities and Exchange Commission on March 14, 2017 and amended on August 9, 2017).

10.4.3†			Resignation Letter Agreement between Walter Investment Management Corp. and Jonathan F. Pedersen, dated March 24, 2017 (Incorporated herein by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 as filed with the Securities and Exchange Commission on May 10, 2017 and amended on August 9, 2017).

10.5.1†			Letter Agreement, dated as of June 8, 2016, by and between Walter Investment Management Corp. and George M. Awad (Incorporated herein by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 9, 2016).

10.5.2†			Walter Investment Management Corp. Restricted Stock Unit Award Agreement Under the 2011 Omnibus Incentive Plan (Amended and Restated June 9, 2016), dated June 30, 2016, between the Company and George M. Awad (Incorporated herein by reference to Exhibit 10.30.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2016 as filed with the Securities and Exchange Commission on March 14, 2017 and amended on August 9, 2017).

10.6.1†			Employment Agreement, by and between Walter Investment Management Corp. and Anthony Renzi, entered into as of August 8, 2016 (Incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on August 12, 2016).

10.6.2†			Walter Investment Management Corp. Long Term Incentive Cash-Based Award Agreement Under the 2011 Omnibus Incentive Plan (Amended and Restated June 9, 2016), entered into September 13, 2016, between the Company and Anthony Renzi (Incorporated herein by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 as filed with the Securities and Exchange Commission on November 9, 2016 and amended on August 9, 2017).

10.6.3†			Walter Investment Management Corp. Restricted Stock Unit Award Agreement Under the 2011 Omnibus Incentive Plan (Amended and Restated June 9, 2016), entered into September 13, 2016, between the Company and Anthony Renzi (Incorporated herein by reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 as filed with the Securities and Exchange Commission on November 9, 2016 and amended on August 9, 2017).

10.6.4†			Key Employee Retention Plan Letter Agreement by and between Walter Investment Management Corp. and Anthony N. Renzi, dated as of September 1, 2017 (Incorporated herein by reference to Exhibit 10.11.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 as filed with the Securities and Exchange Commission on November 9, 2017).

10.6.5*†			Resignation Letter Agreement between Ditech Holding Corporation and Anthony N. Renzi, dated February 20, 2018.

10.7.1†			Employment Letter Agreement between Walter Investment Management Corp. and Alfred W. Young, Jr., dated October 12, 2016 (Incorporated herein by reference to Exhibit 10.32 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2016 as filed with the Securities and Exchange Commission on March 14, 2017 and amended on August 9, 2017).

10.7.2†			Key Employee Retention Plan Letter Agreement by and between Walter Investment Management Corp. and Alfred W. Young, Jr., dated as of August 18, 2017 (Incorporated herein by reference to Exhibit 10.11.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 as filed with the Securities and Exchange Commission on November 9, 2017).

10.8.1†			Employment Letter Agreement between Walter Investment Management Corp. and Jeffrey Baker, dated October 14, 2016 (Incorporated herein by reference to Exhibit 10.28 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2016 as filed with the Securities and Exchange Commission on March 14, 2017 and amended on August 9, 2017).

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Exhibit No.			Description
10.8.2†			Employment Letter Agreement between Walter Investment Management Corp. and Jeffrey Baker, dated May 24, 2017 (Incorporated herein by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 as filed with the Securities and Exchange Commission on August 9, 2017).

10.8.3†			Key Employee Retention Plan Letter Agreement by and between Walter Investment Management Corp. and Jeffrey P. Baker, dated as of August 18, 2017 (Incorporated herein by reference to Exhibit 10.11.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 as filed with the Securities and Exchange Commission on November 9, 2017).

10.8.4*†			Employment Letter Agreement between Ditech Holding Corporation and Jeffrey P. Baker, dated February 20, 2018.

10.9*†			Employment Letter Agreement between Ditech Holding Corporation and Gerald A. Lombardo, dated November 30, 2017.

10.10*†			Retirement Agreement between Ditech Holding Corporation and Gary Tillett, dated December 6, 2017.

10.11.1†			Walter Investment Management Corp. 2011 Omnibus Incentive Plan, Amended and Restated effective June 9, 2016 (Incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 13, 2016).

10.11.2†			Form of 2016 Long Term Incentive Cash-Based Award Agreement under the Walter Investment Management Corp. 2011 Omnibus Incentive Plan (Amended and Restated June 9, 2016) (Incorporated herein by reference to Exhibit 10.9.8 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2016 as filed with the Securities and Exchange Commission on March 14, 2017 and amended on August 9, 2017).

10.12.1†			Walter Investment Management Corp. 2017 Omnibus Incentive Plan (Incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on May 23, 2017).

10.12.2†			Form of 2017 Non-Employee Director Restricted Stock Unit Award Agreement under the Walter Investment Management Corp. 2017 Omnibus Incentive Plan (Incorporated herein by reference to Exhibit 10.10 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 as filed with the Securities and Exchange Commission on November 9, 2017).

10.12.3*†			Ditech Holding Corporation 2018 Equity Incentive Plan, effective March 23, 2018.

10.13†			Severance Policy of Walter Investment Management Corp. effective February 9, 2015 (Incorporated herein by reference to Exhibit 10.11 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 as filed with the Securities and Exchange Commission on February 29, 2016).

10.14.1			Mortgage Selling and Servicing Contract (the "MSSC"), dated March 23, 2005, by and between Fannie Mae and Green Tree Servicing (Incorporated herein by reference to Exhibit 10.37 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012 as filed with the Securities and Exchange Commission on March 18, 2013).

10.14.2			Addendum to MSSC, dated March 23, 2005, by and between Fannie Mae and Green Tree Servicing (Incorporated herein by reference to Exhibit 10.37 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012 as filed with the Securities and Exchange Commission on March 18, 2013).

10.14.3			Guaranty made as of March 17, 2014 by Walter Investment Management Corp. for the benefit of Fannie Mae (Incorporated herein by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 as filed with the Securities and Exchange Commission on May 8, 2014 and amended on May 13, 2014).

10.14.4+			Addendum to the MSSC, effective June 6, 2014, by and between Fannie Mae and Green Tree Servicing (Incorporated herein by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 as filed with the Securities and Exchange Commission on August 11, 2014).

10.14.5			Addendum to the MSSC between Fannie Mae and Green Tree Servicing effective April 4, 2012 (Incorporated herein by reference to Exhibit 10.14.8 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2014 as filed with the Securities and Exchange Commission on February 26, 2015).

10.14.6			Addendum to the MSSC between Fannie Mae and Green Tree Servicing effective February 8, 2013 (Incorporated herein by reference to Exhibit 10.14.9 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2014 as filed with the Securities and Exchange Commission on February 26, 2015).

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Exhibit No.			Description
10.14.7			Addendum to the MSSC between Fannie Mae and Green Tree Servicing effective April 29, 2013 (Incorporated herein by reference to Exhibit 10.14.10 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2014 as filed with the Securities and Exchange Commission on February 26, 2015).

10.14.8			Addendum to the MSSC between Fannie Mae and Ditech Financial LLC dated August 31, 2015 (Incorporated herein by reference to Exhibit 10.13.11 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 as filed with the Securities and Exchange Commission on February 29, 2016).

10.15			Mortgage Servicing Rights Purchase and Sale Agreement, dated as of January 6, 2013, by and between Green Tree Servicing, and Bank of America, National Association (Incorporated herein by reference to Exhibit 10.43 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012 as filed with the Securities and Exchange Commission on March 18, 2013).

10.16.1+			Subservicing Agreement between New Residential Mortgage LLC and Ditech Financial LLC, dated August 8, 2016 (Incorporated herein by reference to Exhibit 10.17.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2016 as filed with the Securities and Exchange Commission on March 14, 2017 and amended on August 9, 2017).

10.16.2			Amendment No. 1 to Subservicing Agreement between New Residential Mortgage LLC and Ditech Financial LLC, dated December 29, 2016 (Incorporated herein by reference to Exhibit 10.17.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2016 as filed with the Securities and Exchange Commission on March 14, 2017 and amended on August 9, 2017).

10.16.3			Amendment No. 2 to Subservicing Agreement between New Residential Mortgage LLC and Ditech Financial LLC, dated March 8, 2017 (Incorporated herein by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 as filed with the Securities and Exchange Commission on May 10, 2017 and amended on August 9, 2017).

10.16.4			Side Letter Agreement, dated as of January 17, 2018, between New Residential Mortgage LLC and Ditech Financial LLC (Incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on January 23, 2018).

10.17.1			Amended and Restated Master Repurchase Agreement, dated November 18, 2016, among Credit Suisse First Boston Mortgage Capital LLC, Credit Suisse AG, Cayman Islands Branch, Alpine Securitization LTD, Ditech Financial LLC and Walter Investment Management Corp. (Incorporated herein by reference to Exhibit 10.5.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 as filed with the Securities and Exchange Commission on November 9, 2017).

10.17.2			Amendment No. 1 to Amended and Restated Master Repurchase Agreement, dated February 21, 2017, among Credit Suisse First Boston Mortgage Capital LLC, Credit Suisse AG, Cayman Islands Branch, Alpine Securitization LTD, Ditech Financial LLC and Walter Investment Management Corp. (Incorporated herein by reference to Exhibit 10.5.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 as filed with the Securities and Exchange Commission on November 9, 2017).

10.17.3			Amendment No. 2 to Amended and Restated Master Repurchase Agreement, dated August 8, 2017, among Credit Suisse First Boston Mortgage Capital LLC, Credit Suisse AG, Cayman Islands Branch, Alpine Securitization LTD, Ditech Financial LLC and Walter Investment Management Corp. (Incorporated herein by reference to Exhibit 10.5.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 as filed with the Securities and Exchange Commission on November 9, 2017).

10.17.4			Amendment No. 3 to Amended and Restated Master Repurchase Agreement, dated October 18, 2017, among Credit Suisse First Boston Mortgage Capital LLC, Credit Suisse AG, Cayman Islands Branch, Alpine Securitization LTD, Ditech Financial LLC and Walter Investment Management Corp. (Incorporated herein by reference to Exhibit 10.5.4 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 as filed with the Securities and Exchange Commission on November 9, 2017).

10.17.5*			Joinder and Amendment No. 4 to Amended and Restated Master Repurchase Agreement, dated as of November 30, 2017, but effective as of the amendment effective date, among Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, Credit Suisse AG, a company incorporated under the laws of Switzerland, acting through its Cayman Islands Branch, Alpine Securitization Ltd, Barclays Bank PLC, Ditech Financial LLC and Ditech Holding Corporation (formerly known as Walter Investment Management Corp.)

10.17.6*			Amendment No. 5 to Amended and Restated Master Repurchase Agreement, dated as of February 9, 2018, and effective as of February 12, 2018, among Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, Credit Suisse AG, a company incorporated under the laws of Switzerland, acting through its Cayman Islands Branch, Alpine Securitization Ltd, Barclays Bank PLC, Ditech Financial LLC and Ditech Holding Corporation (formerly known as Walter Investment Management Corp.)

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Exhibit No.			Description
10.17.7*			Guaranty, dated as of February 9, 2018, by Ditech Holding Corporation (formerly known as Walter Investment Management Corp.) in favor of Credit Suisse First Boston Mortgage Capital LLC as administrative agent for the benefit of buyer parties defined therein.

10.17.8*			Amendment No. 6 to Amended and Restated Master Repurchase Agreement, dated as of March 29, 2018, among Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, Credit Suisse AG, a company incorporated under the laws of Switzerland, acting through its Cayman Islands Branch, Alpine Securitization Ltd, Barclays Bank PLC, Ditech Financial LLC and Ditech Holding Corporation (formerly known as Walter Investment Management Corp.)

10.18.1			Restructuring Support Agreement, dated as of July 31, 2017, by and among Walter Investment Management Corp. and the Consenting Term Lenders (Incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on August 1, 2017).

10.18.2			First Amendment to Restructuring Support Agreement, dated as of August 2, 2017, by and among Walter Investment Management Corp. and the Consenting Term Lenders (Incorporated herein by reference to Exhibit 10.6.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 as filed with the Securities and Exchange Commission on August 9, 2017).

10.18.3			Second Amendment to Restructuring Support Agreement, dated as of August 22, 2017, by and among Walter Investment Management Corp. and the Requisite Term Lenders (Incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on August 28, 2017).

10.18.4			Third Amendment to Restructuring Support Agreement, dated as of August 31, 2017, by and among Walter Investment Management Corp. and the Requisite Term Lenders (Incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on September 5, 2017).

10.18.5			Amended and Restated Restructuring Support Agreement, dated as of October 20, 2017, by and among Walter Investment Management Corp. and the Consenting Term Lenders (Incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on October 23, 2017).

10.19			Restructuring Support Agreement, dated as of October 20, 2017, by and among Walter Investment Management Corp. and the Consenting Senior Noteholders (Incorporated herein by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on October 23, 2017).

10.20			Commitment Letter, dated as of September 13, 2017, by and among Walter Investment Management Corp. and Barclays Bank PLC (Incorporated herein by reference to Exhibit 10.9 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 as filed with the Securities and Exchange Commission on November 9, 2017).

10.21			Commitment Letter, dated as of November 6, 2017, by and among Ditech Financial LLC, Reverse Mortgage Solutions, Inc., Walter Investment Management Corp., Credit Suisse First Boston Mortgage Capital LLC and Barclays Bank PLC (Incorporated by reference to Exhibit E to Exhibit T3E.1 of the Form T-3 filed by Walter Investment Management Corp. with the SEC on November 6, 2017).

10.22.1			Second Amended and Restated Credit Agreement, dated as of February 9, 2018, among Ditech Holding Corporation, the Lenders Party Hereto and Credit Suisse AG, Cayman Islands Branch (Incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on February 12, 2018).

10.22.2			Amendment No. 1 to the Second Amended and Restated Credit Agreement, dated as of March 29, 2018, by and among Ditech Holding Corporation and the lenders party thereto (Incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on March 29, 2018).

10.23			Registration Rights Agreement, dated as of February 9, 2018, by and among Ditech Holding Corporation and the Holders party hereto (Incorporated herein by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on February 9, 2018).

10.24*			Clean-up Call Agreement between Ditech Financial LLC and Capital One, National Association, dated October 10, 2017.

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Exhibit No.			Description
10.25.1*			Second Amended and Restated Master Repurchase Agreement, dated as of November 30, 2017, but effective as of the amendment effective date by and among Credit Suisse First Boston Mortgage Capital LLC, as administrative agent on behalf of buyers, including but not limited to Credit Suisse AG, a company incorporated in Switzerland, acting through its Cayman Islands Branch, Alpine Securitization Ltd., Barclays Bank PLC, Reverse Mortgage Solutions, Inc., RMS REO CS, LLC and RMS REO BRC, LLC.

10.25.2*			Amendment No. 1 to Second Amended and Restated Master Repurchase Agreement, dated as of February 9, 2018, and effective as of February 12, 2018, among Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, Credit Suisse AG, a company incorporated in Switzerland, acting through its Cayman Islands Branch, Alpine Securitization LTD, Barclays Bank PLC, Reverse Mortgage Solutions, Inc., RMS REO CS, LLC, RMS REO BRC, LLC and Ditech Holding Corporation (formerly known as Walter Investment Management Corp.)

10.25.3*			Guaranty, dated as of February 9, 2018, by Ditech Holding Corporation (formerly known as Walter Investment Management Corp.) in favor of Credit Suisse First Boston Mortgage Capital LLC as administrative agent for the benefit of buyer parties defined therein.

10.25.4*			Amendment No. 2 to Second Amended and Restated Master Repurchase Agreement, dated as of March 29, 2018, among Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, Credit Suisse AG, a company incorporated in Switzerland, acting through its Cayman Islands Branch, Alpine Securitization LTD, Barclays Bank PLC, Reverse Mortgage Solutions, Inc., RMS REO CS, LLC, RMS REO BRC, LLC and Ditech Holding Corporation (formerly known as Walter Investment Management Corp.)

10.26.1*			Receivables Sale Agreement dated as of February 9, 2018, and effective as of February 12, 2018, by and between Ditech Financial LLC, as receivables seller and servicer, Ditech Agency Advance Depositor LLC, as depositor, and Ditech Holding Corporation (formerly known as Walter Investment Management Corp.), as limited guarantor.

10.26.2*			Receivables Pooling Agreement dated as of February 9, 2018, and effective as of February 12, 2018, by and between Ditech Agency Advance Depositor LLC, as depositor, and Ditech Agency Advance Trust, as issuer.

10.26.3*			Acknowledgment Agreement With Respect to Servicing Advance Receivables, dated as of February 9, 2018, and effective as of February 12, 2018, by and among Ditech Financial LLC, as servicer, Ditech Agency Advance Depositor LLC, as depositor, Ditech Agency Advance Trust, as issuer, Wells Fargo Bank, N.A., as indenture trustee, Credit Suisse First Boston Mortgage Capital LLC, as administrative agent and Fannie Mae.

10.26.4*			Indenture dated as of February 9, 2018, and effective as of February 12, 2018, by and among Ditech Agency Advance Trust, as issuer, Wells Fargo Bank, N.A. as indenture trustee, and as calculation agent, paying agent and securities intermediary, Ditech Financial LLC (formerly known as Green Tree Servicing LLC), as servicer and as owner of the servicing rights under the designated servicing agreements and as administrator, and Credit Suisse First Boston Mortgage Capital LLC, as administrative agent.

10.26.5*			Series 2018-VF1 Indenture Supplement, dated as of February 9, 2018, and effective as of February 12, 2018, by and among Ditech Agency Advance Trust, as issuer, Wells Fargo Bank, N.A., as indenture trustee, as calculation agent, as paying agent and as securities intermediary, Ditech Financial LLC (formerly known as Green Tree Servicing LLC), as administrator on behalf of the issuer and as servicer under the designated servicing agreements and Credit Suisse First Boston Mortgage Capital LLC, as administrative agent.

10.27.1*			Receivables Sale Agreement dated as of February 9, 2018, and effective as of February 12, 2018, by and between Ditech Financial LLC, as receivables seller and servicer, Ditech PLS Advance Depositor LLC, as depositor, and Ditech Holding Corporation (formerly known as Walter Investment Management Corp.), as limited guarantor.

10.27.2*			Receivables Pooling Agreement dated as of February 9, 2018, and effective as of February 12, 2018, by and between Ditech PLS Advance Depositor LLC, as depositor, and Ditech PLS Advance Trust II, as issuer.

10.27.3*			Indenture dated as of February 9, 2018, and effective as of February 12, 2018, by and among Ditech PLS Advance Trust II, as issuer, Wells Fargo Bank, N.A. as indenture trustee, and as calculation agent, paying agent and securities intermediary, Ditech Financial LLC (formerly known as Green Tree Servicing LLC), as servicer and as owner of the servicing rights under the designated servicing agreements and as administrator, and Credit Suisse First Boston Mortgage Capital LLC, as administrative agent.

10.27.4*			Series 2018-VF1 Indenture Supplement, dated as of February 9, 2018, and effective as of February 12, 2018, by and among Ditech PLS Advance Trust II, as issuer, Wells Fargo Bank, N.A., as indenture trustee, as calculation agent, as paying agent and as securities intermediary, Ditech Financial LLC (formerly known as Green Tree Servicing LLC), as administrator on behalf of the issuer and as servicer under the designated servicing agreements and Credit Suisse First Boston Mortgage Capital LLC, as administrative agent.

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Exhibit No.			Description
21*			Subsidiaries of the Registrant.

31.1*			Certification by Jeffrey P. Baker pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*			Certification by Gerald A. Lombardo pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32*			Certification by Jeffrey P. Baker and Gerald A. Lombardo pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1			Disclosure Statement relating to the Prepackaged Chapter 11 Plan of Reorganization of Walter Investment Management Corp. and the Affiliate Co-Plan Proponents, dated November 6, 2017 (Incorporated by reference to Exhibit T3E.1 of the Form T-3 filed by Walter Investment Management Corp. with the SEC on November 6, 2017).

101**			XBRL (Extensible Business Reporting Language) - The following materials from Ditech Holding Corporation's Annual Report on Form 10-K for the year ended December 31, 2017, formatted in XBRL (Extensible Business Reporting Language); (i) Consolidated Balance Sheets as of December 31, 2017 and 2016, (ii) Consolidated Statements of Comprehensive Loss for the years ended December 31, 2017 and 2016, (iii) Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2017 and 2016; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2017 and 2016; and (v) Notes to Consolidated Financial Statements.

* Filed or furnished herewith.

** Filed electronically with this report.


+	Certain information has been omitted from this exhibit and filed separately with the Securities and Exchange Commission. Confidential treatment has been granted with respect to the omitted portions pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Omitted portions are indicated in this exhibit with [***].


†	Constitutes a management contract or compensatory plan or arrangement.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	DITECH HOLDING CORPORATION

Dated: April 16, 2018	By:	/s/ Jeffrey P. Baker
		Jeffrey P. Baker
		Interim Chief Executive Officer and President (Principal Executive Officer)

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Pursuant to requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



Signature	Title	Date

/s/ Thomas F. Marano	Chairman	April 16, 2018
Thomas F. Marano

/s/ David S. Ascher	Director	April 16, 2018
David S. Ascher

/s/ George M. Awad	Director	April 16, 2018
George M. Awad

/s/ Seth L. Bartlett	Director	April 16, 2018
Seth L. Bartlett

/s/ Daniel G. Beltzman	Director	April 16, 2018
Daniel G. Beltzman

/s/ John R. Brecker	Director	April 16, 2018
John R. Brecker

/s/ Neal P. Goldman	Director	April 16, 2018
Neal P. Goldman

/s/ Thomas G. Miglis	Director	April 16, 2018
Thomas G. Miglis

/s/ Samuel T. Ramsey	Director	April 16, 2018
Samuel T. Ramsey

/s/ Jeffrey P. Baker	Interim Chief Executive Officer and President (Principal Executive Officer)	April 16, 2018
Jeffrey P. Baker

/s/ Gerald A. Lombardo	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	April 16, 2018
Gerald A. Lombardo

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DITECH HOLDING CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS TO CONSOLIDATED FINANCIAL STATEMENTS




		Page
Report of Independent Registered Certified Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2017 and 2016		F-3
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2017 and 2016		F-5
Consolidated Statements of Stockholders' Equity (Deficit) for the Years Ended December 31, 2017 and 2016		F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017 and 2016		F-7
Notes to Consolidated Financial Statements		F-9
1. Business and Basis of Presentation		F-9
2. Liquidity		F-12
3. Emergence from Reorganization Proceedings		F-13
4. Significant Accounting Policies		F-14
5. Transactions with NRM		F-23
6. Variable Interest Entities		F-25
7. Transfers of Residential Loans		F-30
8. Fair Value		F-31
9. Freestanding Derivative Financial Instruments		F-40
10. Residential Loans at Amortized Cost, Net		F-41
11. Residential Loans at Fair Value		F-42
12. Receivables, Net		F-43
13. Servicer and Protective Advances, Net		F-44
14. Servicing of Residential Loans		F-44
15. Goodwill and Intangible Assets, Net		F-48
16. Premises and Equipment, Net		F-50
17. Other Assets		F-50
18. Payables and Accrued Liabilities		F-51
19. Servicing Advance Liabilities		F-54
20. Warehouse Borrowings		F-55
21. Corporate Debt		F-56
22. Mortgage-Backed Debt		F-60
23. HMBS Related Obligations		F-60
24. Share-Based Compensation		F-60
25. Income Taxes		F-63
26. Equity and Loss Per Share		F-66
27. Supplemental Disclosures of Cash Flow Information		F-69
28. Segment Reporting		F-69
29. Certain Capital Requirements and Guarantees		F-71
30. Commitments and Contingencies		F-72
31. Separate Financial Information of Subsidiary Guarantors of Indebtedness		F-78
32. Related Party Transactions		F-85
33. Quarterly Results of Operations (Unaudited)		F-86

Financial Statement Schedule
Schedule I - Financial Information (Parent Company Only) as of December 31, 2017 and 2016 and for the Years Ended December 31, 2017 and 2016		F-87

Table of Contents

Report of Independent Registered Certified Public Accounting Firm

The Board of Directors and Stockholders of

Ditech Holding Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Ditech Holding Corporation (formerly Walter Investment Management Corp.) and subsidiaries as of December 31, 2017 and 2016 , and the related consolidated statements of comprehensive loss , shareholders' equity (deficit) and cash flows for each of the two years in the period ended December 31, 2017 , and the related notes and financial statement schedule listed in the Index at Item 15 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2017 and 2016 , and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2017 , in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2006.

Tampa, Florida

April 16, 2018

F-2

Table of Contents

DITECH HOLDING CORPORATION (DEBTOR-IN-POSSESSION)

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)



	December 31,
	2017			2016
ASSETS
Cash and cash equivalents	$	285,969		$	224,598
Restricted cash and cash equivalents	112,826			204,463
Residential loans at amortized cost, net (includes $6,347 and $5,167 in allowance for loan losses at December 31, 2017 and 2016, respectively)	985,454			665,209
Residential loans at fair value	10,725,232			12,416,542
Receivables, net (includes $5,608 and $15,033 at fair value at December 31, 2017 and 2016, respectively)	124,344			267,962
Servicer and protective advances, net (includes $164,225 and $146,781 in allowance for uncollectible advances at December 31, 2017 and 2016, respectively)	813,433			1,195,380
Servicing rights, net (includes $714,774 and $949,593 at fair value at December 31, 2017 and 2016, respectively)	773,251			1,029,719
Goodwill	47,747			47,747
Intangible assets, net	8,733			11,347
Premises and equipment, net	50,213			82,628
Deferred tax assets, net	1,400			—
Assets held for sale	—			71,085
Other assets (includes $29,394 and $87,937 at fair value at December 31, 2017 and 2016, respectively)	235,595			242,290
Total assets	$	14,164,197		$	16,458,970
LIABILITIES AND STOCKHOLDERS' DEFICIT
Payables and accrued liabilities (includes $1,250 and $11,804 at fair value at December 31, 2017 and 2016, respectively)	$	994,461		$	759,011
Servicer payables	116,779			146,332
Servicing advance liabilities	483,462			783,229
Warehouse borrowings	1,085,198			1,203,355
Servicing rights related liabilities at fair value	32			1,902
Corporate debt	1,214,663			2,129,000
Mortgage-backed debt (includes $348,682 and $514,025 at fair value at December 31, 2017 and 2016, respectively)	735,882			943,956
HMBS related obligations at fair value	9,175,128			10,509,449
Deferred tax liabilities, net	848			4,774
Liabilities held for sale	—			2,402
Total liabilities not subject to compromise	13,806,453			16,483,410
Liabilities subject to compromise	806,937			—
Total liabilities	14,613,390			16,483,410

Commitments and contingencies (Note 30)

Stockholders' deficit:
Preferred stock, $0.01 par value per share:
Authorized - 10,000,000 shares
Issued and outstanding - 0 shares at December 31, 2017 and 2016	—			—
Common stock, $0.01 par value per share:
Authorized - 90,000,000 shares
Issued and outstanding - 37,373,616 and 36,391,129 shares at December 31, 2017 and 2016, respectively	374			364
Additional paid-in capital	598,193			596,067
Accumulated deficit	(1,048,817		)	(621,804		)
Accumulated other comprehensive income	1,057			933
Total stockholders' deficit	(449,193		)	(24,440		)
Total liabilities and stockholders' deficit	$	14,164,197		$	16,458,970

F-3

Table of Contents

The following table presents the assets and liabilities of the Company’s consolidated variable interest entities, which are included on the consolidated balance sheets above. The assets in the table below include those assets that can only be used to settle obligations of the consolidated variable interest entities.



	December 31,
	2017		2016
ASSETS OF CONSOLIDATED VARIABLE INTEREST ENTITIES THAT CAN ONLY BE USED TO SETTLE THE OBLIGATIONS OF CONSOLIDATED VARIABLE INTEREST ENTITIES:
Restricted cash and cash equivalents	$	44,376	$	45,843
Residential loans at amortized cost, net	424,420		462,877
Residential loans at fair value	301,435		492,499
Receivables, net	5,824		15,798
Servicer and protective advances, net	446,799		734,707
Other assets	39,837		19,831
Total assets	$	1,262,691	$	1,771,555

LIABILITIES OF THE CONSOLIDATED VARIABLE INTEREST ENTITIES FOR WHICH CREDITORS OR BENEFICIAL INTEREST HOLDERS DO NOT HAVE RECOURSE TO THE COMPANY:
Payables and accrued liabilities	$	3,086	$	2,985
Servicing advance liabilities	444,563		650,565
Mortgage-backed debt (includes $348,682 and $514,025 at fair value at December 31, 2017 and 2016, respectively)	735,882		943,956
Total liabilities	$	1,183,531	$	1,597,506

The accompanying notes are an integral part of the consolidated financial statements.

F-4

Table of Contents

DITECH HOLDING CORPORATION (DEBTOR-IN-POSSESSION)

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands, except per share data)



	For the Years Ended December 31,
	2017			2016
REVENUES
Net servicing revenue and fees	$	346,682		$	340,991
Net gains on sales of loans	284,391			409,448
Net fair value gains on reverse loans and related HMBS obligations	42,419			59,022
Interest income on loans	41,195			45,700
Insurance revenue	3,963			41,968
Other revenues	112,610			98,588
Total revenues	831,260			995,717

EXPENSES
General and administrative	596,838			619,772
Salaries and benefits	384,814			520,357
Interest expense	261,244			255,781
Depreciation and amortization	40,764			59,426
Reorganization items	37,645			—
Goodwill and intangible assets impairment	—			326,286
Other expenses, net	11,061			10,530
Total expenses	1,332,366			1,792,152

OTHER GAINS (LOSSES)
Gain on sale of business	67,734			—
Net gains (losses) on extinguishment of debt	(6,111		)	14,662
Other net fair value gains (losses)	2,008			(4,234		)
Other	7,219			(3,811		)
Total other gains	70,850			6,617

Loss before income taxes	(430,256		)	(789,818		)
Income tax expense (benefit)	(3,357		)	44,040
Net loss	$	(426,899	)	$	(833,858	)

OTHER COMPREHENSIVE INCOME (LOSS) BEFORE TAXES
Change in postretirement benefits liability	$	(89	)	$	100
Unrealized gain on available-for-sale security in other assets	104			75
Other comprehensive income before taxes	15			175
Income tax expense for other comprehensive income items	5			55
Other comprehensive income	10			120
Total comprehensive loss	$	(426,889	)	$	(833,738	)

Net loss	$	(426,899	)	$	(833,858	)
Basic and diluted loss per common and common equivalent share	$	(11.61	)	$	(23.18	)
Weighted-average common and common equivalent shares outstanding — basic and diluted	36,761			35,973

The accompanying notes are an integral part of the consolidated financial statements.

F-5

Table of Contents

DITECH HOLDING CORPORATION (DEBTOR-IN-POSSESSION)

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(in thousands, except share data)



	Common Stock			Additional Paid-in Capital			Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Income
	Shares	Amount		Additional Paid-in Capital			Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Income		Total
Balance at January 1, 2016	35,573,405	$	355	$	591,454		$	212,054		$	813	$	804,676
Net loss	—	—		—			(833,858		)	—		(833,858		)
Other comprehensive income, net of tax	—	—		—			—			120		120
Share-based compensation	—	—		6,568			—			—		6,568
Tax shortfall on share-based compensation	—	—		(1,393		)	—			—		(1,393		)
Share-based compensation issuances, net	817,724	9		(562		)	—			—		(553		)
Balance at December 31, 2016	36,391,129	364		596,067			(621,804		)	933		(24,440		)
Net loss	—	—		—			(426,899		)	—		(426,899		)
Other comprehensive income, net of tax	—	—		—			—			10		10
Reclassification adjustment related to adoption of accounting guidance	—	—		—			(114		)	114		—
Share-based compensation	—	—		2,212			—			—		2,212
Share-based compensation issuances, net	982,487	10		(86		)	—			—		(76		)
Balance at December 31, 2017	37,373,616	$	374	$	598,193		$	(1,048,817	)	$	1,057	$	(449,193	)

The accompanying notes are an integral part of the consolidated financial statements.

F-6

Table of Contents

DITECH HOLDING CORPORATION (DEBTOR-IN-POSSESSION)

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)



	For the Years Ended December 31,
	2017			2016
Operating activities
Net loss	$	(426,899	)	$	(833,858	)

Adjustments to reconcile net loss to net cash provided by operating activities
Net fair value gains on reverse loans and related HMBS obligations	(42,419		)	(59,022		)
Amortization of servicing rights	21,954			21,801
Change in fair value of servicing rights	266,246			480,476
Change in fair value of servicing rights related liabilities	—			(13,518		)
Change in fair value of charged-off loans	(15,834		)	(20,716		)
Other net fair value losses	3,453			11,087
Accretion of discounts on residential loans and advances	(3,415		)	(3,652		)
Accretion of discounts on debt and amortization of deferred debt issuance costs	51,779			33,413
Provision for uncollectible advances	51,612			64,729
Depreciation and amortization of premises and equipment and intangible assets	40,764			59,426
Provision (benefit) for deferred income taxes	(3,799		)	111,374
Share-based compensation	2,212			6,568
Purchases and originations of residential loans held for sale	(16,128,212		)	(21,054,053		)
Proceeds from sales of and payments on residential loans held for sale	16,948,619			21,410,118
Net gains on sales of loans	(284,391		)	(409,448		)
Gain on sale of business	(67,734		)	—
Non-cash reorganization items	34,406			—
Goodwill and intangible assets impairment	—			326,286
Other	10,166			4,999

Changes in assets and liabilities
Decrease (increase) in receivables	80,779			(81,695		)
Decrease in servicer and protective advances	328,658			380,298
Decrease (increase) in other assets	(38,905		)	16,434
Decrease in payables and accrued liabilities	(88,638		)	(24,429		)
Increase in servicer payables, net of change in restricted cash	38,670			25,332
Cash flows provided by operating activities	779,072			451,950

F-7

Table of Contents



DITECH HOLDING CORPORATION (DEBTOR-IN-POSSESSION)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(in thousands)
	For the Years Ended December 31,
	2017			2016
Investing activities
Purchases and originations of reverse loans held for investment	(382,769		)	(896,879		)
Principal payments received on reverse loans held for investment	1,431,049			1,122,267
Principal payments received on mortgage loans held for investment	161,419			92,619
Payments received on charged-off loans held for investment	16,997			23,060
Payments received on receivables related to Non-Residual Trusts	14,869			8,110
Proceeds from sales of real estate owned, net	144,212			111,091
Purchases of premises and equipment	(6,141		)	(32,866		)
Decrease in restricted cash and cash equivalents	3,489			8,946
Payments for acquisitions of businesses, net of cash acquired	(1,004		)	(3,066		)
Acquisitions of servicing rights, net	(228		)	(9,794		)
Proceeds from sales of servicing rights, net	137,301			280,970
Proceeds from sale of business	131,074			—
Cash outflow from deconsolidation of variable interest entities	(100,951		)	—
Other	6,404			(4,649		)
Cash flows provided by investing activities	1,555,721			699,809

Financing activities
Payments and extinguishments of corporate debt	(186,910		)	(31,517		)
Proceeds from securitizations of reverse loans	464,192			960,157
Payments on HMBS related obligations	(1,992,729		)	(1,371,375		)
Issuances of servicing advance liabilities	1,482,960			2,179,488
Payments on servicing advance liabilities	(1,785,129		)	(2,625,476		)
Net change in warehouse borrowings related to mortgage loans	(546,556		)	(151,172		)
Net change in warehouse borrowings related to reverse loans	428,399			14,139
Proceeds from sales of excess servicing spreads and servicing rights	—			34,307
Payments on servicing rights related liabilities	(1,415		)	(22,092		)
Payments on mortgage-backed debt	(108,018		)	(107,598		)
Other debt issuance costs paid	(49,305		)	(11,039		)
Other	21,089			2,189
Cash flows used in financing activities	(2,273,422		)	(1,129,989		)

Net increase in cash and cash equivalents	61,371			21,770
Cash and cash equivalents at the beginning of the year	224,598			202,828
Cash and cash equivalents at the end of the year	$	285,969		$	224,598

The accompanying notes are an integral part of the consolidated financial statements.

F-8

Table of Contents

DITECH HOLDING CORPORATION (DEBTOR-IN-POSSESSION)

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Business and Basis of Presentation

As a result of Walter Investment Management Corp.'s emergence from bankruptcy under Chapter 11 of the Bankruptcy Code as discussed further below, on February 9, 2018 the Company changed its name to Ditech Holding Corporation. The terms “Ditech Holding” and the “Company,” as used throughout this report refer to Ditech Holding Corporation (successor) and/or Walter Investment Management Corp. (predecessor) and its consolidated subsidiaries. Ditech Holding and its subsidiaries is an independent servicer and originator of mortgage loans and servicer of reverse mortgage loans. Through the consumer, correspondent and wholesale lending channels, the Company originates and purchases residential mortgage loans that are predominantly sold to GSEs and government agencies. The Company services a wide array of loans across the credit spectrum for its own portfolio and for GSEs, government agencies, third-party securitization trusts and other credit owners. The Company also operates two complementary businesses: asset receivables management and real estate owned property management and disposition.

The Company operates throughout the U.S. through three reportable segments, Servicing, Originations, and Reverse Mortgage. Refer to Note 28 for additional information related to segment reporting.

Certain acronyms and terms used throughout these notes are defined in the Glossary of Terms in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Restatement of Previously Issued Consolidated Financial Statements

On August 9, 2017, the Company amended its Annual Report on Form 10-K for the year ended December 31, 2016 and separately amended its Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2016, September 30, 2016, and March 31, 2017, in each case, to reflect a correction to the net deferred tax assets balance. The restatement of the Company's previously issued consolidated financial statements resulted from an error in the calculation of the valuation allowance on the net deferred tax assets balance. In determining the amount of the valuation allowance in the prior periods, an error was made that resulted in the double-counting of expected future taxable income associated with the projected reversals of taxable temporary differences (i.e., deferred tax liabilities). Accordingly, the Company revised its calculation to reflect the removal of the duplicative amounts, and reevaluated all sources of estimated future taxable income on the recoverability of deferred tax assets under GAAP after taking into account both positive and negative evidence through the issuance date of the restated financial statements to consider the effect of the error. The restated balances are reflected in these Consolidated Financial Statements.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with GAAP. The consolidated financial statements include the accounts of Ditech Holding Corporation, its wholly-owned subsidiaries, and VIEs, of which the Company is the primary beneficiary. All significant intercompany balances and transactions have been eliminated. The results of operations for business combinations are included from their respective dates of acquisition.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although management is not currently aware of any factors that would significantly change its estimates and assumptions, actual results may differ from these estimates.

Changes in Presentation

Certain prior year amounts have been reclassified to conform to current year presentation.

F-9

Table of Contents

Recent Accounting Guidance

In May 2014, the FASB issued new revenue recognition guidance that supersedes most industry-specific guidance but does exclude insurance contracts and financial instruments. Under the new revenue recognition guidance, entities are required to identify the contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when the entity satisfies a performance obligation. This guidance was effective for the Company beginning January 1, 2018. The Company adopted using the modified retrospective method. The Company has reviewed the scope of the guidance and monitored the determinations of the FASB Transition Resource Group and concluded that the Company's most significant revenue streams are not within the scope of the standard because the standard does not apply to revenue on contracts accounted for under the transfers and servicing of financial assets or financial instruments standards. Therefore, revenue recognition for these contracts will remain unchanged. The Company has determined that certain revenue streams are within the scope of the guidance; however, the Company does not expect the guidance to impact current revenue recognition patterns for these in scope revenue streams and contracts. Accordingly, the adoption of this guidance is not expected to have a significant impact on the consolidated financial statements.

In January 2016, the FASB issued an accounting standards update that amends the guidance on the classification and measurement of financial instruments. The new standard revises an entity's accounting related to (i) the classification and measurement of investments in equity securities and (ii) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments. This guidance was effective for the Company beginning January 1, 2018. At December 31, 2017, the Company did not hold any equity securities measured at fair value, but did have certain financial liabilities measured at fair value. Accordingly, the adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements.

In February 2016, the FASB issued an accounting standards update that requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset to not recognize lease assets and lease liabilities. In transition, lessees are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach, which includes a number of optional practical expedients that entities may elect to apply. This guidance is effective for fiscal years beginning after December 15, 2018, with early application permitted. While the Company continues to evaluate the full effect that this guidance will have on its consolidated financial statements, it will result in the recognition of certain operating leases as right-of-use assets and lease liabilities on the consolidated balance sheets.

In March 2016, the FASB issued an accounting standards update revising certain aspects of share-based accounting guidance, which includes income tax and forfeiture consequences. This guidance was effective for the Company beginning January 1, 2017. Adoption of this update did not have a material impact on the Company's income tax expense. The Company elected to continue with its current methodology of estimating expected forfeitures at the date of grant and adjust throughout the vesting term as needed.

In June 2016, the FASB issued an accounting standards update that amends the guidance for recognizing credit losses on financial instruments measured at amortized cost. This update replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This guidance is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2019. Based on the Company's current methodologies for accounting for financial instruments, the adoption of this guidance is not expected to have a material impact on its consolidated financial statements. The significance of the adoption of this guidance may change at the time of adoption based on the nature and composition of the Company's financial instruments at that time and the corresponding conclusions reached.

In August 2016, the FASB issued an accounting standards update that amends the guidance on the classification of certain cash receipts and cash payments presented within the statement of cash flows to reduce the existing diversity in practice. This guidance was effective for the Company beginning January 1, 2018. The adoption may impact the presentation of cash flows, but will not otherwise have a material impact on the consolidated results of operations or financial condition.

In October 2016, the FASB issued an accounting standards update that amends the guidance on the classification of income taxes related to the intra-entity transfer of assets other than inventory. This guidance was effective for the Company beginning January 1, 2018. The adoption of this guidance is not expected to have a significant impact on the consolidated financial statements.

F-10

Table of Contents

In November 2016, the FASB issued an accounting standards update that amends the guidance on restricted cash within the statement of cash flows. The update amends the classification of restricted cash and cash equivalents to be included within cash and cash equivalents when reconciling the beginning and ending cash amounts. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and cash equivalents in the statement of cash flows. This guidance was effective for the Company beginning January 1, 2018. The adoption will impact the presentation of the cash flows, but will not otherwise have a material impact on the consolidated results of operations or financial condition.

In January 2017, the FASB issued an accounting standards update that amends the guidance on business combinations. The update clarifies the definition of a business and provides a framework that gives entities a basis for making reasonable judgments about whether a transaction should be accounted for as an acquisition of assets or a business. This guidance was effective for the Company beginning January 1, 2018. The Company will apply this guidance to its assessment of applicable transactions, such as acquisitions and disposals of assets or businesses, consummated after the adoption date. As such, the adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements.

In January 2017, the FASB issued an accounting standards update that amends the guidance on goodwill. Under the update, goodwill impairment is measured as the amount by which a reporting unit’s carrying value exceeds its fair value, while not exceeding the carrying value of goodwill. The update eliminates existing guidance that requires an entity to determine goodwill impairment by calculating the implied fair value of goodwill by hypothetically assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. This guidance is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is currently considering the timing of adoption and will apply this guidance to applicable impairment tests after the adoption date.

In February 2017, the FASB issued an accounting standards update that amends the guidance on derecognition of nonfinancial assets. This guidance clarifies the scope and accounting of a financial asset that meets the definition of an in substance nonfinancial asset and defines the term in substance nonfinancial asset. It also adds guidance for partial sales of nonfinancial assets. This guidance was effective for the Company beginning January 1, 2018. The Company adopted using the modified retrospective method. The adoption of this guidance resulted in changes to the statement of financial position, including (i) a reduction of approximately $115.0 million in residential loans at amortized cost, net, (ii) an increase of approximately $125.0 million in other assets, (iii) an increase of approximately $40.0 million in accumulated deficit and (iv) an increase of approximately $50.0 million in accrued liabilities. Additionally, the pattern of recognition of certain interest payments will change for properties where the Company finances sales of real estate owned and the Company has determined that collection of substantially all consideration is not yet probable.

In May 2017, the FASB issued an accounting standards update that amends the guidance on share-based compensation. The update provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. This guidance was effective for the Company beginning January 1, 2018. The new guidance will be applied prospectively to awards modified on or after the adoption date. As such, the adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements.

In February 2018, the FASB issued an accounting standards update that amends the guidance on reporting comprehensive income. The guidance allows for a reclassification from accumulated other comprehensive income to retained earnings or accumulated deficit for stranded tax effects resulting from the Tax Act. The Company elected to early adopt this guidance, effective for the Company as of December 31, 2017. The adoption of this standard did not have a significant impact on the Company's consolidated financial statements or disclosures. Refer to Note 25 for additional information.

In March 2018, the FASB issued an accounting standards update that provides guidance related to accounting for the income tax effects of the Tax Act. This guidance provides clarification to address situations where a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting under GAAP for certain income tax effects of the Tax Act. To the extent that a registrant's accounting for certain income tax effects of the Tax Act is incomplete, a reasonable estimate may be determined for those effects in the first reporting period in which the registrant was able to determine such reasonable estimate. A measurement period of one year from the enactment date of the Tax Act is provided whereby a registrant may adjust such provisional amounts. If a provisional amount cannot be determined in the initial period of enactment, the registrant may continue to account for taxes in accordance with tax laws that were in effect immediately prior to the Tax Act enactment date until such point in time that a reasonable estimate can be made. The Company's preliminary estimate of the Tax Act and the remeasurement of deferred tax assets and liabilities is subject to the finalization of management’s analysis related to certain matters, such as developing interpretations of the provisions of the Tax Act, changes to certain estimates and the filing of its tax returns. U.S. Treasury regulations, administrative interpretations or court decisions interpreting the Tax Act may require further adjustments and changes in the Company's estimates. The final determination of the Tax Act and the remeasurement of the Company's deferred assets and liabilities will be completed as additional information becomes available, but no later than one year from the enactment of the Tax Act.

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2. Liquidity

In the normal course of business, the Company utilizes mortgage loan servicing advance facilities and master repurchase agreements with various counterparties to finance, on a short-term basis, mortgage loan related servicing advances and the repurchase of HECMs out of Ginnie Mae securitization pools, as well as to support the Company’s origination business. Each of these facilities is typically subject to annual renewal and contain provisions, that in certain circumstances, could prevent the Company from utilizing any unused capacity under such facility and/or that could accelerate the repayment of amounts under such facility.

The Company’s ability to fund its operating businesses is a significant factor that affects its liquidity and its ability to operate and grow its businesses. The Company’s subsidiaries are dependent on the ability to secure these types of arrangements on acceptable terms and to renew, replace or resize existing financing facilities as they expire. Anticipated growth in Ginnie Mae buyout loan activity will require the Company to seek additional Ginnie Mae buyout financing or to otherwise sell Ginnie Mae buyout assets.

Certain of these and other financing arrangements contain restrictions, covenants, and representations and warranties that, among other conditions, require the Company to satisfy specified financial and asset quality tests and may restrict the Company’s ability to engage in mergers or consolidations. In the past, the Company has obtained waivers or amendments from certain lenders in order to maintain compliance with certain covenants and other terms of the financing facilities.

If the Company fails to renew or to comply with the terms of a facility that results in an event of default or breach of covenant without obtaining a waiver or amendment, the Company may be subject to termination of future funding, enforcement of liens against assets securing the respective facility, repurchase of assets pledged in a repurchase agreement, acceleration of outstanding obligations, or other adverse actions.

The Company intends to renew, replace, or extend its facilities and may seek waivers or amendments in the future, if necessary. The Company has historical experience in renewing, replacing and extending these facilities and obtaining waivers or amendments as needed. There can be no assurance that these or other actions will be successful.

Recent Actions

The following actions relating to the Company's liquidity have been completed or are currently in process:


•	as discussed in Note 3 , the Company emerged from the Chapter 11 Case on February 9, 2018, which resulted in approximately $807 million of corporate debt and accrued interest being extinguished. Contemporaneously, the Company issued $250 million aggregate principal amount of Second Lien Notes;


•	on March 29, 2018, the Company entered into an agreement with the Term Lenders to waive certain covenants through 2019 in exchange for an additional incremental minimum paydown of no less than $30 million by December 31, 2018; and

•

the Company is currently working with an advisor to help market and sell a pool of defaulted reverse Ginnie Mae buyout loans that are owned by the Company and financed under its existing financing facilities and with its existing as well as new lenders to increase financing capacity for reverse Ginnie Mae buyout loans. These actions are expected to provide adequate liquidity to satisfy the Company's Ginnie May buyout obligations.

Strategic plans designed to improve the Company’s liquidity include the following:


•	the Company’s leadership team continues the transformation of the operating businesses by contemplating further cost reductions, operational enhancements and streamlining of the businesses and reduction of leverage;


•	for the Servicing business, the Company continues the transition to a fee-for-service model with a focus on selling servicing rights to third parties on a more selective basis while continuing to grow the subservicing business with third-party servicing rights owners; and


•	dispose of assets that are not necessary to support the Company’s business strategies including the sale or securitization of reverse Ginnie Mae buyout loans. Refer to Note 30 for additional information.

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3. Emergence from Reorganization Proceedings

On November 30, 2017, Walter Investment Management Corp. filed a Bankruptcy Petition under the Bankruptcy Code to pursue the Prepackaged Plan announced on November 6, 2017. On January 17, 2018, the Bankruptcy Court approved the amended Prepackaged Plan and on January 18, 2018, entered a confirmation order approving the Prepackaged Plan. On February 9, 2018, the Prepackaged Plan became effective pursuant to its terms and Walter Investment Management Corp. emerged from the Chapter 11 Case. The Company continued to operate throughout the Chapter 11 Case and upon emergence changed its name to Ditech Holding Corporation. From and after effectiveness of the Prepackaged Plan, the Company has continued, in its previous organizational form, to carry out its business. The Company’s emergence from the Chapter 11 Case has resolved the significant risks and uncertainties that previously raised substantial doubt about the Company’s ability to continue as a going concern.

The impact of the emergence from reorganization proceedings on the Company's debt and equity is discussed in further detail in Notes 19 , 20 , 21 , 24 and 26 .

Reorganization Items

The Company's reorganization items consist of the following (in thousands):



	For the Year Ended December 31, 2017
Write off of deferred debt issuance costs	$	34,406
Legal and professional fees ⁽¹⁾	3,098
Other expenses ⁽²⁾	141
Total reorganization items	$	37,645

__________


(1)	Professional fees are directly related to the reorganization.


(2)	Other expenses consist of the U.S. Trustee fees and costs related to licensing matters.

During the year ended December 31, 2017 , no cash payments were made for the reorganization items.

Liabilities Subject to Compromise

Liabilities subject to compromise included unsecured or under-secured liabilities incurred prior to the Effective Date. These liabilities represented the amounts expected to be allowed on known or potential claims to be resolved through the Chapter 11 Case and subject to future adjustments based on negotiated settlements with claimants, actions of the Bankruptcy Court, rejection of executory contracts, proofs of claims or other events. Additionally, liabilities subject to compromise also include certain items that may be assumed under a plan of reorganization, and as such, may be subsequently reclassified to liabilities not subject to compromise. Generally, actions to enforce or otherwise effect payment of pre-petition liabilities are subject to the automatic stay or an approved motion of the Bankruptcy Court.

Liabilities subject to compromise consist of the following (in thousands):



	December 31, 2017
Senior Notes	$	538,662
Convertible Notes	242,468
Accrued interest ⁽¹⁾	25,807
Total liabilities subject to compromise	$	806,937

__________

(1)

Represents accrued interest on the Senior Notes and Convertible Notes as of November 30, 2017, the date the Company filed the Bankruptcy Petition. As interest on the Senior Notes and Convertible Notes subsequent to November 30, 2017 was not expected to be an allowed claim, this amount, as well as interest expense reported on the consolidated statement of comprehensive loss for the year ended December 31, 2017 excludes $4.4 million of interest on the Senior Notes and Convertible that otherwise would have been accrued for the month of December 2017.

On the Effective Date, all of the Company's obligations under the previously outstanding Convertible Notes and Senior Notes listed above were extinguished. Previously outstanding debt interests were exchanged for Second Lien Notes, preferred stock, Series A Warrants and Series B Warrants.

Debtor-in-Possession Financial Information

The aggregated financial information of the Debtor is presented in Schedule I attached to these Consolidated Financial Statements.

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Fresh Start Accounting

The Company believes that the conditions will be met to qualify under GAAP for fresh start accounting, and accordingly expects to adopt fresh start accounting effective February 10, 2018 . The actual impact at emergence on February 9, 2018 will be reported in the Company's Form 10-Q for the first quarter of 2018. The financial statements as of February 10, 2018 and for subsequent periods are expected to report the results of the successor with no beginning retained earnings. Any presentation of the successor represents the financial position and results of operations of the successor and will not be comparable to prior periods.

4. Significant Accounting Policies

Principles of Consolidation

The Company’s Consolidated Financial Statements include the accounts and transactions of Ditech Holding and other entities in which the Company has a controlling financial interest. A controlling financial interest may exist in the form of an ownership of a majority of an entity’s voting interests or through other arrangements with entities, such as with a VIE.

The Company evaluates each securitization trust associated with its residential loan servicing portfolio to determine if the Company has a variable interest in the trust, if the trust meets the definition of a VIE and whether the Company has a controlling financial interest as the primary beneficiary of the VIE. If the Company determines that it does have a variable interest in the trust, that the trust is a VIE, and that it is the primary beneficiary of the VIE, it consolidates the VIE. The evaluation considers all of the Company’s involvement with the VIE, identifying both the implicit and explicit variable interests that either individually or in the aggregate could be significant enough to warrant its designation as the primary beneficiary. This designation is evidenced by both the power to direct the activities of the VIE that most significantly impact its economic performance and the obligation to absorb the losses of, or the right to receive the benefits from, the VIE that could potentially be significant to the VIE.

When the Company’s only involvement with a securitization trust is that of servicer, the Company evaluates whether its servicing fee is deemed a variable interest. When the Company’s servicing fee meets all of the criteria in the accounting guidance for VIEs regarding fees paid to service providers, the Company concludes that it is acting in the capacity of a fiduciary and that it does not have a variable interest in the securitization trust. Accordingly, the Company does not consolidate the trust. However, in the event the servicing fee is deemed a variable interest, the Company evaluates whether it has the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and whether its obligation to absorb the VIE's expected losses or its right to receive the VIE's residual returns could be significant to the VIE. If the Company concludes that it has such power, the Company consolidates the trust. The Company performs a similar evaluation when it is involved with other entities that are not securitization trusts.

The Company re-evaluates whether an entity in which it has a variable interest is a VIE when certain significant events occur. Throughout the duration of its involvement with an entity that is deemed a VIE, the Company reassesses whether it is the primary beneficiary and, accordingly, whether it must consolidate the VIE. Certain events may change the primary beneficiary of a VIE determination including, but not limited to, a change in the Company’s ownership of the residual interests, a change in the Company’s role as servicer, or a change in the Company’s contractual obligations to a VIE.

Sale of Insurance Business

On December 30, 2016, the Company executed a stock purchase agreement pursuant to which the Company agreed to sell 100% of the stock of its indirect, wholly-owned subsidiary, GTI Holdings Corp., which was the holding company of the Company's primary licensed insurance agency, Green Tree Insurance Agency, Inc., to a wholly-owned subsidiary of Assurant, for a purchase price of $125.0 million in cash, subject to adjustment as specified in the agreement. Under the agreement, an affiliate of Assurant has also agreed to make potential earnout payments to the Company in an aggregate amount of up to $25.0 million in cash, with the amount of such payments to be based upon the gross written premium of certain voluntary homeowners' insurance written by certain affiliates of Assurant over a specified timeframe. As a result of this transaction, the assets and liabilities related to the insurance business, which were included in the Servicing segment, were reclassified to operations held for sale line items on the consolidated balance sheets at December 31, 2016. This transaction closed on February 1, 2017, at which time the Company received $131.1 million in cash, which included a working capital payment.

Cash and Cash Equivalents

Cash and cash equivalents include short-term deposits and highly-liquid investments that have original maturities of three months or less when purchased and are stated at cost, which approximates fair value. The Company maintains cash and cash equivalents with federally-insured financial institutions and these balances typically exceed insurable amounts. Cash equivalents also include amounts due from third-party financial institutions in process of settlement. These transactions typically settle in three days or less and were $85.7 million and $110.6 million at December 31, 2017 and 2016 , respectively.

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Restricted Cash and Cash Equivalents

Restricted cash and cash equivalents include cash and cash equivalents that are legally restricted as to use or withdrawal. Restricted cash primarily includes (i) principal and interest payments collected by the Company as servicer on behalf of third-party credit owners and unconsolidated securitization trusts that have not yet been remitted to the credit owners or trusts; (ii) principal and interest payments collected by consolidated securitization trusts that have not yet been remitted to the bondholders; and (iii) amounts pledged as collateral for servicing advance facilities. Restricted cash equivalents include investments in money market mutual funds.

Residential Loans at Amortized Cost, Net

Residential loans carried at amortized cost include mortgage loans associated with the Residual Trusts and unencumbered mortgage loans. A majority of these loans were originated by the Company, acquired from other originators, principally an affiliate of Walter Energy, or acquired as part of a pool. Originated loans were initially recorded at the discounted value of the future payments using an imputed interest rate net of cost-basis adjustments such as deferred loan origination fees and associated direct costs, premiums and discounts. The imputed interest rate used represented the estimated prevailing market rate of interest for loans of similar terms issued to borrowers with similar credit risk. New originations of mortgage loans held for investment subsequent to May 1, 2008 relate primarily to the financing of sales of real estate owned. The imputed interest rate on these financings is based on observable market mortgage rates, adjusted for variations in expected credit losses where market data is unavailable.

Ginnie Mae Securitizations

Residential loans at amortized cost also include loans subject to repurchase from Ginnie Mae. For certain mortgage loans that the Company pooled and securitized with Ginnie Mae, the Company as the issuer has the unilateral right to repurchase, without Ginnie Mae’s prior authorization, any individual loan in a Ginnie Mae securitization pool if that loan meets certain criteria, including being delinquent greater than 90 days. As a result of this unilateral right, the Company must recognize the delinquent loan on its consolidated balance sheets when the loan becomes 90 days delinquent and establish a corresponding liability regardless of the Company’s intention to repurchase the loan. The corresponding liability is recorded in payables and accrued liabilities on the consolidated balance sheets.

Interest Income and Amortization

Interest income on the Company’s residential loans carried at amortized cost consists of the interest earned on the outstanding principal balance of the underlying loan based on the contractual terms of the residential loan and retail installment agreement and the amortization of cost-basis adjustments, principally premiums and discounts. The retail installment agreements state the maximum amount to be charged to borrowers and ultimately recognized as interest income, based on the contractual number of payments and dollar amount of monthly payments. Cost-basis adjustments are deferred and recognized over the contractual life of the loan as an adjustment to yield using the level yield method. Residential loan pay-offs received in advance of scheduled maturity (voluntary prepayments) affect the amount of interest income due to the recognition at that time of any remaining unamortized premiums, discounts, or other cost-basis adjustments arising from the loan’s inception.

Non-accrual Loans

Residential loans at amortized cost that are not insured are placed on non-accrual status when any portion of the principal or interest is 90 days past due. When placed on non-accrual status, the related interest receivable is reversed against interest income of the current period. Interest income on non-accrual loans, if received, is recorded using the cash basis method of accounting. Residential loans are removed from non-accrual status when there is no longer significant uncertainty regarding collection of the principal and the associated interest. If a non-accrual loan is returned to accruing status, the accrued interest, at the date the residential loan is placed on non-accrual status and interest during the non-accrual period are recorded as interest income as of the date the loan no longer meets the non-accrual criteria. The past due or delinquency status of residential loans is generally determined based on the contractual payment terms. In the case of loans with an approved repayment plan, including plans approved by the bankruptcy court, delinquency is based on the modified due date of the loan. Loan balances are charged off when it becomes evident that balances are not collectible.

Allowance for Loan Losses

The allowance for loan losses represents management’s estimate of probable incurred credit losses inherent in the residential loan portfolio carried at amortized cost as of the balance sheet date. This portfolio is made up of one segment and class that consists primarily of less-than prime, credit-challenged residential loans, whose primary risk to the Company is credit exposure. The method for monitoring and assessing credit risk is the same throughout the portfolio.

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Residential loans carried at amortized cost are homogeneous and evaluated collectively for impairment. The determination of the level of the allowance for loan losses and, correspondingly, the provision for loan losses is based on, but not limited to, delinquency levels, default frequency experience, prior loan loss severity experience, and management’s judgment and assumptions regarding various matters, including the composition of the residential loan portfolio, known and inherent risks in the portfolio, the estimated value of the underlying real estate collateral, the level of the allowance in relation to total loans and to historical loss levels, current economic and market conditions within the applicable geographic areas of the underlying real estate, changes in unemployment levels, and the impact that changes in interest rates have on a borrower’s ability to refinance its loan and to meet its repayment obligations. Management evaluates these assumptions and various other relevant factors impacting credit quality and inherent losses when quantifying the Company’s exposure to credit losses and assessing the adequacy of its allowance for loan losses as of each reporting date. The level of the allowance is adjusted based on the results of management’s analysis. Generally, as residential loans age, the credit exposure is reduced, resulting in decreasing provisions.

While the Company considers the allowance for loan losses to be adequate based on information currently available, future adjustments to the allowance may be necessary if circumstances differ from the assumptions used by management in determining the allowance for loan losses.

Loan Modifications

The Company will occasionally modify a loan agreement at the request of the borrower. The Company’s current modification program offered to borrowers is limited and is used to assist borrowers experiencing temporary hardships and is intended to minimize the economic loss to the Company and to avoid foreclosure. Generally, the Company’s modifications are short-term interest rate reductions and/or payment deferrals with forgiveness of principal rarely granted. A modification of a loan constitutes a troubled debt restructuring when a borrower is experiencing financial difficulty and the modification constitutes a concession. Loans modified in a troubled debt restructuring are typically already on non-accrual status and have an allowance recorded. At times, loans reflected on the Company's balance sheet are modified in a troubled debt restructuring and may have the financial effect of increasing the allowance associated with the loan. The allowance for an impaired loan that has been modified in a troubled debt restructuring is measured based on the present value of expected future cash flows discounted at the loan’s original effective interest rate or the estimated fair value of the collateral less any selling costs. Troubled debt restructurings for these loans have historically been, and continue to be, insignificant to the Company.

Residential Loans at Fair Value

Residential Loans Held for Investment

Residential loans held for investment and carried at fair value consist of reverse loans, mortgage loans related to the Non-Residual Trusts, and charged-off loans. The Company has elected to carry these loans at fair value.

Reverse loans consist of HECMs that were either originated or acquired by the Company. The loans are pooled and securitized into HMBS that are sold into the secondary market with servicing rights retained. Based upon the structure of the Ginnie Mae securitization program, the Company has determined that it has not met all of the requirements for sale accounting and accounts for these transfers as secured borrowings. Under this accounting treatment, the reverse loans remain on the consolidated balance sheets as residential loans. The proceeds from the transfers of reverse loans are recorded as HMBS related obligations with no gain or loss recognized on the transfers.

Reverse loans also include loans that have not yet been transferred to Ginnie Mae securitization pools and loans that have been repurchased from Ginnie Mae securitization pools. The Company, as an issuer of HMBS, is required to repurchase reverse loans out of the Ginnie Mae securitization pools once the outstanding principal balance of the related HECM is equal to or greater than 98% of the maximum claim amount, which is defined as the lesser of a home's appraised value at the point in time that the Conditional Commitment is issued or the maximum loan limit that can be insured by the FHA. Performing repurchased loans are conveyed to HUD and nonperforming repurchased loans are generally liquidated through foreclosure and subsequent sale of the real estate owned. Loans are considered nonperforming upon events such as, but not limited to, the death of the mortgagor, the mortgagor no longer occupying the property as their principal residence, or the property taxes or insurance not being paid. In addition to having to fund these repurchases, the Company also typically earns a lower interest rate and incurs certain non-reimbursable costs during the process of liquidating nonperforming loans.

The yield on reverse loans and any change in fair value are recorded in net fair value gains on reverse loans and related HMBS obligations on the consolidated statements of comprehensive loss. Similarly, the yield on and change in fair value of mortgage loans related to the Non-Residual Trusts are recorded in other net fair value gains (losses) on the consolidated statements of comprehensive loss. The yield on reverse loans and mortgage loans related to the Non-Residual Trusts includes recognition of contractual interest income that is expected to be collected based on the stated interest rates of the loans, as well as the accretion of fair value.

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Charged-off loans represent a portfolio of defaulted consumer and residential loans that were acquired at substantial discounts to face value. Charged-off loans are consumers' unpaid financial commitments and include residential mortgage loans, auto loans and other unsecured consumer loans. The accretion of fair value associated with charged-off loans and any change in fair value are recorded in other revenues on the consolidated statements of comprehensive loss. There is no contractual interest income recognized in relation to charged-off loans.

Purchases and originations of and payments received on residential loans held for investment are included in investing activities on the consolidated statements of cash flows.

Residential Loans Held for Sale

Residential loans held for sale represent mortgage loans originated or acquired by the Company with the intent to sell. These loans are originated or acquired primarily for purposes of selling into the secondary market or to private investors as whole loans with servicing rights either retained or sold. The Company has elected to carry mortgage loans held for sale at fair value. The yield on the loans, any change in fair value, and gains or losses recognized upon sale of the loans are recorded in net gains on sales of loans on the consolidated statements of comprehensive loss. The yield on the loans includes recognition of interest income that is expected to be collected based on the stated interest rates of the loans, as well as the accretion of fair value. Loan origination fees are recorded in other revenues within the consolidated statements of comprehensive loss when earned and related costs are recognized in general and administrative expenses when incurred. All activity related to residential loans held for sale are included in operating activities on the consolidated statements of cash flows.

The Company’s agreements with GSEs and other third parties include standard representations and warranties related to the loans the Company sells. The representations and warranties require adherence to origination and underwriting guidelines, including but not limited to the validity of the lien securing the loan, property eligibility, borrower credit, income and asset requirements, and compliance with applicable federal, state and local laws. Breaches of representations and warranties, with the exception of certain loans originated under HARP, are generally enforceable at any time over the life of the loan. If the Company is unable to cure such breach, the purchaser of the loan may require the Company to repurchase such loan for the unpaid principle balance, accrued interest, and related advances, and in any event, the Company must indemnify such purchaser for certain losses and expenses incurred by such purchaser in connection with such breach. In the case the Company repurchases the loan, the Company bears any subsequent credit loss on the loan. The Company’s credit loss may be reduced by any recourse it has to correspondent lenders that, in turn, have sold such residential loans to the Company and breached similar or other representations and warranties. In such event, the Company has the right to seek a recovery of related repurchase losses from that correspondent lender. The Company actively contests claims to the extent that the Company does not consider the claims to be valid. The Company seeks to manage the risk of repurchase and associated credit exposure through the Company's underwriting and quality assurance practices.

The Company records a provision for losses relating to such representations and warranties as part of its loan sale transactions at the time the loan is sold in accordance with the accounting guidance for guarantees. The provision is a reduction in the net gains on sales of loans on the consolidated statements of comprehensive loss. The method used to estimate the liability for representations and warranties is a function of the representations and warranties given and considers a combination of factors, including, but not limited to, historical defect rates, projected repurchase rates, projected resale values, and the probability of reimbursement by the correspondent loan seller. The liability, which is recorded in payables and accrued liabilities on the consolidated balance sheets, is updated based on changes in estimates, with those changes recorded as a component of general and administrative expenses on the consolidated statements of comprehensive loss. The level of the liability for representations and warranties requires considerable management judgment. The level of residential loan repurchase losses is dependent on economic factors and external conditions that may change over the lives of the underlying loans.

Receivables Related to Non-Residual Trusts

Receivables related to Non-Residual Trusts, which are recorded in receivables, net on the consolidated balance sheets, consist of the estimated fair value of expected future draws on LOCs from a third party. The LOCs are credit enhancements to the Non-Residual Trusts. The cash flows received from the LOC draws are paid directly to the underlying securitization trusts and are used to pay bondholders of these securitizations for shortfalls in principal and interest collections on the loans in the securitizations. The Company has elected to carry these receivables at fair value. Changes in fair value are recorded in other net fair value gains (losses) on the consolidated statements of comprehensive loss.

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Servicing Operations

Servicing Rights, Net

Capitalized servicing rights include rights associated with servicing and subservicing contracts acquired in connection with business combinations and servicing rights acquired through the purchase of such rights from third parties or through the sale of loans with servicing rights retained. At initial recognition, the fair value of the servicing right is established using assumptions consistent with those used to establish the fair value of existing servicing rights.

A servicing or subservicing asset (or liability) is recognized on the consolidated balance sheets when the benefits of servicing are deemed to be greater (or lower) than adequate compensation for the servicing activities performed by the Company. No servicing or subservicing asset or liability is recorded if the amounts earned represent adequate compensation. Generally, no servicing asset or liability is recognized when the Company enters into new subservicing contracts; however, previously existing contracts acquired in a business combination may be deemed to provide greater (or lower) than adequate compensation.

Subsequent to acquisition, servicing rights (or liabilities) are accounted for using the amortization method or the fair value measurement method, based on the Company’s strategy for managing the risks of the underlying portfolios. Risks inherent in servicing rights include prepayment and interest rate risks.

The Company identifies classes of servicing rights based upon the availability of market inputs used in determining fair value and its available risk management strategies associated with the servicing rights. Based upon these criteria, the Company has identified three classes of servicing rights: a risk-managed loan class, a mortgage loan class, and a reverse loan class. The risk-managed loan class includes loan portfolios for which the Company may apply a hedging strategy in the future. For servicing assets associated with the risk-managed loan class, which are accounted for at fair value, the Company measures the fair value at each reporting date and records changes in fair value in net servicing revenue and fees on the consolidated statements of comprehensive loss.

Servicing rights associated with the mortgage loan class and the reverse loan class are amortized based on expected cash flows in proportion to and over the life of servicing revenue. Amortization is recorded as an adjustment to net servicing revenue and fees on the consolidated statements of comprehensive loss. Servicing assets (or liabilities) are stratified by product type and compared to the estimated fair value on a quarterly basis. Impairment (or an increased obligation) is recognized through a valuation allowance for each stratum. The valuation allowance is adjusted to reflect the amount, if any, by which the carrying value of the servicing rights for a given stratum exceeds (or in the case of servicing liabilities, is lower than) its fair value. Any fair value in excess of (or in the case of servicing liabilities, lower than) the carrying value for a given stratum is not recognized. The Company recognizes a direct impairment to the servicing asset or liability when the valuation allowance is determined to be unrecoverable.

Net Servicing Revenue and Fees

Servicing revenue and fees consist of income from the Company’s third-party servicing portfolio, which includes loans associated with arrangements in which the Company owns the servicing rights or acts as subservicer. Servicing revenue and fees include contractual servicing fees, incentive and performance fees, and ancillary income. Contractual servicing fees related to arrangements in which the Company owns the servicing rights are generally based on a percentage of the unpaid principal balance of the related collateral and are recorded when earned, which is generally upon collection of payments from borrowers. Contractual servicing fees related to arrangements in which the Company acts as subservicer are generally based on a fixed dollar amount per loan and are accrued in the period the services are performed. Incentive and performance fees include fees based on the performance of specific portfolios or loans, asset recovery income, and modification fees. Fees based on the performance of specific portfolios or loans are recognized when earned based on the terms of the various servicing and incentive agreements. Asset recovery income is generally recognized upon collection. Ancillary income includes late fees, prepayment fees, and collection fees and is generally recognized upon collection. Servicing revenue and fees are adjusted for the amortization of servicing rights carried at amortized cost, the change in fair value of servicing rights carried at fair value and the change in fair value of servicing rights related liabilities.

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Servicer and Protective Advances, Net

In the ordinary course of servicing residential loans and pursuant to certain servicing agreements, the Company may advance the principal and interest portion of delinquent mortgage payments to credit owners prior to the collection of such amounts from borrowers, provided that the Company determines these advances are recoverable from either the borrower or the liquidation of collateral. In addition, the Company is required under certain servicing contracts to ensure that property taxes, insurance premiums, foreclosure costs and various other items are paid in order to preserve the collateral underlying the assets being serviced. Generally, the Company recovers such advances from borrowers for reinstated or performing loans, from proceeds of liquidation of collateral or ultimate disposition of the loan, from credit owners or from loan insurers. Certain of the Company’s servicing agreements provide that repayment of servicing advances made under the respective agreements have a priority over all other cash payments to be made from the proceeds of the residential loan, and in certain cases the proceeds of the pool of residential loans, which are the subject of that servicing agreement. As a result, the Company is entitled to repayment from loan proceeds before any interest or principal is paid to the bondholders, and in certain cases, advances in excess of loan proceeds may be recovered from pool-level proceeds. Servicer and protective advances are carried at cost, net of estimated losses. Losses can occur in the normal course of servicing loans when the Company fails to make advances in accordance with investor guidelines including filing claims timely, requesting approvals, or advancing outside of guidelines. The Company establishes an allowance for uncollectible advances based on an analysis of the underlying loans, their historical loss experience, and recoverability pursuant to the terms of underlying servicing agreements. Historical advance loss experience includes investor curtailment and servicer analytics experience, and also incorporates qualitative management collectability and risk assessments of company operations and investor or counterparty behaviors. Generally, estimated losses related to advances are recorded in general and administrative expenses on the consolidated statements of comprehensive loss.

Custodial Accounts

In connection with its servicing activities, the Company has a fiduciary responsibility for amounts primarily related to borrower escrow funds and other custodial funds due to credit owners aggregating $3.4 billion and $4.4 billion at December 31, 2017 and 2016 , respectively. These funds, which do not represent assets or liabilities of the Company, are maintained in segregated bank accounts, and accordingly, are not reflected on the consolidated balance sheets.

Goodwill

Goodwill represents the excess of the consideration paid in a business combination over the fair value of the identifiable net assets acquired. The Company tests goodwill for impairment at the reporting unit level at least annually or whenever events or circumstances indicate that the carrying value of goodwill may not be recoverable from future cash flows. A reporting unit is a business segment or one level below. The Company has identified four reporting units, which constitute businesses: (i) Servicing; (ii) ARM; (iii) Originations; and (iv) Reverse Mortgage. Segment management regularly reviews discrete financial information for these reporting units. The Company has the option of performing a qualitative assessment of impairment to determine whether any further quantitative testing for impairment is necessary. If the Company elects to bypass the qualitative assessment or if it determines, based on qualitative factors, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a two-step quantitative test is required. In Step 1, the Company compares the fair value of the reporting unit with its net carrying value, including goodwill. If the net carrying value of the reporting unit exceeds its fair value, the Company then performs Step 2 of the impairment test to measure the amount of impairment loss, if any. In Step 2, the Company allocates the reporting unit’s fair value to all of its assets and liabilities in a manner similar to a purchase price allocation, with any residual fair value allocated to goodwill (implied fair value of goodwill). If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of such goodwill, the Company recognizes an impairment loss in an amount equal to that excess up to the carrying value of goodwill. In performing the two-step quantitative assessment, fair value of the reporting unit is based on discounted cash flows, market multiples, and/or appraised values, as appropriate.

The Company completed its annual goodwill impairment test effective October 1, 2017 , which is discussed in more detail in Note 15 .

Intangible Assets, Net

Intangible assets primarily consist of customer relationships and other intangible assets, primarily trademarks and trade names. Intangible assets are amortized using either an economic consumption method or a straight-line method over their related expected useful lives. Intangible assets subject to amortization are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An asset is considered to be impaired when the sum of the undiscounted future net cash flows expected to result from the use of the asset and its eventual disposition does not exceed its carrying amount. The amount of the impairment loss, if any, is measured as the amount by which the carrying value of the asset exceeds its fair value.

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Premises and Equipment, Net

Premises and equipment, net are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives of the related assets. Leasehold improvements and assets under capital leases are amortized over the lesser of the remaining term of the lease or the useful life of the leased asset. Costs to internally develop computer software are capitalized during the application development stage and include external direct costs of materials and services as well as employee costs directly associated with the project during the capitalization period. Premises and equipment are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An asset is considered to be impaired when the sum of the undiscounted future net cash flows expected to result from the use of the asset and its eventual disposition does not exceed its carrying amount. The amount of the impairment loss, if any, is measured as the amount by which the carrying value of the asset exceeds its fair value.

Derivatives

The Company enters into commitments to originate and purchase mortgage loans at interest rates that are determined prior to the funding or purchase of the loan. These commitments are referred to as IRLCs. IRLCs are considered freestanding derivatives and are recorded at fair value at inception. Changes in fair value subsequent to inception are based on changes in the fair value of the underlying loan, and changes in the probability that the loan will fund within the terms of the commitment.

The Company uses derivative financial instruments, primarily forward sales commitments, to manage exposure to interest rate risk and changes in the fair value of IRLCs and mortgage loans held for sale. The Company may also enter into commitments to purchase MBS as part of its overall hedging strategy. The Company has elected not to designate these freestanding derivatives as hedging instruments under GAAP.

The fair value of freestanding derivatives is recorded in other assets or payables and accrued liabilities on the consolidated balance sheets with changes in the fair values included in net gains on sales of loans on the consolidated statements of comprehensive loss. Cash flows related to freestanding derivatives are included in operating activities on the consolidated statements of cash flows.

In connection with forward sales commitments and MBS purchase commitments, the Company has margin agreements with its counterparties whereby both parties are required to post cash margin in the event the fair values of the derivative financial instruments meet or exceed established thresholds and minimum transfer amounts. This process substantially mitigates counterparty credit risk. The right to receive cash margin placed by the Company with its counterparties is included in other assets, and the obligation to return cash margin received by the Company from its counterparties is included in payables and accrued liabilities on the consolidated balance sheets. The Company has elected to record derivative assets and liabilities and related cash margin on a gross basis, even when a legally enforceable master netting arrangement exists between the Company and the derivative counterparty.

The derivative transactions described above are measured in terms of the notional amount. With the exception of IRLCs, the notional amount is generally not exchanged and is used only as a basis on which interest and other payments are determined.

Real Estate Owned, Net

Real estate owned, net is included in other assets on the consolidated balance sheets, and represents properties acquired in satisfaction of residential loans. Upon foreclosure, or when the Company otherwise takes possession of the property, real estate owned is recorded at the lower of cost or estimated fair value less estimated costs to sell. The excess of cost over the fair value of the property acquired less estimated costs to sell, or net realizable value, is charged to the allowance for loan losses for residential loans carried at amortized cost, to other net fair value gains (losses) for mortgage loans carried at fair value, and to net fair value gains on reverse loans and related HMBS obligations for reverse loans. The fair value of the property is generally based upon historical resale recovery rates and current market conditions or appraisals. Subsequent declines in the value of real estate owned are recorded as adjustments to the carrying amount through a valuation allowance and are recorded in other expenses, net on the consolidated statements of comprehensive loss. Losses from the sale of real estate owned associated with reverse loans are typically covered by FHA insurance, the benefit of which is considered in the net realizable value estimate. To the extent these losses are not covered by the FHA insurance, they are recognized in other expenses, net on the consolidated statements of comprehensive loss when incurred. Costs relating to the improvement of the property are capitalized to the extent the balance does not exceed its fair value, whereas those costs relating to maintaining the property are recorded when incurred to other expenses, net on the consolidated statements of comprehensive loss.

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The Company may finance the sale of its real estate owned for the portfolio associated with the Residual Trusts. Revenue from the sale of real estate owned is recognized by the full accrual method when the specific criteria for use of this method are met. However, frequently, the requirement for a minimum 5% initial cash investment for primary residences is not met. When this is the case, losses are recognized immediately while gains are deferred and recognized by the installment method until the borrower’s initial investment reaches the minimum 5% requirement. Once the borrower’s initial investment reaches the minimum required amount, revenue is recognized by the full accrual method. Gains and losses on the sale of real estate owned are charged to other expenses, net on the consolidated statements of comprehensive loss when incurred.

Insurance Operations

Prior to the sale of the Company's insurance business on February 1, 2017, the Company earned commission revenue on voluntary insurance provided for residential loan borrowers and lender-placed hazard insurance for borrowers and credit owners, if permitted under applicable laws and regulations. Commission revenue was recognized when the earnings process had been completed, which was the effective date of the insurance policy, and collectability was reasonably assured. At the time commission revenue was recognized, the Company could reliably estimate expected policy cancellations and records a reserve for cancellations, which was estimated based on historical experience adjusted for known events or circumstances. The reserve for policy cancellations was evaluated on a quarterly basis and adjusted to reflect current estimates.

As a result of the sale of the Company's insurance business on February 1, 2017, the Company no longer receives insurance commissions on lender-placed insurance policies. Commencing February 1, 2017, another insurance agency owned by the Company began to provide insurance marketing services to a third party with respect to voluntary insurance policies, including hazard insurance. This insurance agency receives premium-based commissions for its insurance marketing services, which are recognized in other revenues on the consolidated statements of comprehensive loss.

Servicer Payables

Servicer payables represent amounts collected that are required to be remitted to third-party trusts, credit owners, or others. These collections are primarily from borrowers or investors whose loans the Company services.

Servicing Rights Related Liabilities

The Company records a liability for certain servicing rights that will be transferred to NRM under a recapture agreement. The Company elected to record MSR liabilities related to NRM sales at fair value consistent with the related servicing rights.

The Company has a recapture agreement relating to certain subservicing performed on behalf of NRM, including subservicing relating to the servicing rights sold to NRM as discussed further in Note 5 . NRM is entitled to the servicing right resulting from the refinancing by the Company of a loan in the servicing portfolio previously transferred to NRM. As transfer of the servicing rights on the refinanced loans has not yet occurred, the Company records a MSR liability relating to the MSR that will ultimately be transferred to NRM. The Company will transfer the MSR upon investor approval.

Debt and Other Obligations

Servicing advance liabilities, warehouse borrowings and corporate debt are carried at amortized cost. Servicing advance liabilities relating to term notes and corporate debt are also presented net of related discounts and deferred debt issuance costs. Deferred debt issuance costs associated with servicing advance liabilities with line-of-credit arrangements, warehouse borrowings and the 2013 Revolver are recorded in other assets on the consolidated balance sheets. Deferred debt issuance costs and original issue discounts, if any, are amortized to interest expense over the term of the debt or obligation using either the effective interest method or the straight-line method.

Mortgage-Backed Debt

The Company’s mortgage-backed debt associated with the Residual Trusts is carried at amortized cost, net of discounts and deferred debt issuance costs. These costs and original issue discounts, if any, are amortized to interest expense over the term of the debt using the effective interest method. The Company elected to carry mortgage-backed debt related to the Non-Residual Trusts at fair value. The yield on mortgage-backed debt and any change in fair value are recorded in other net fair value gains (losses) on the consolidated statements of comprehensive loss. The yield on mortgage-backed debt includes recognition of interest expense based on the stated interest rates of the debt, as well as the accretion of fair value.

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HMBS Related Obligations

The Company recognizes the proceeds from the transfer of HMBS as a secured borrowing. The Company elected to record the secured borrowing, or the HMBS related obligations, at fair value. The yield on HMBS related obligations and any change in fair value are recorded in net fair value gains on reverse loans and related HMBS obligations on the consolidated statements of comprehensive loss. The yield on HMBS related obligations includes recognition of contractual interest expense based on the stated interest rates of the obligations, as well as the accretion of fair value. Proceeds from securitizations of reverse loans and payments on HMBS related obligations are included in financing activities on the consolidated statements of cash flows.

Income Taxes

The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates for the periods in which the differences are expected to reverse. The change in deferred tax assets and liabilities due to a change in tax rates is recognized in income in the period of the change.

Periodic reviews of the carrying amount of deferred tax assets are made to determine if the establishment of a valuation allowance is necessary. A valuation allowance is required when it is more likely than not that all or a portion of a deferred tax asset will not be realized. All evidence, both positive and negative, is evaluated when making this determination. Items considered in this analysis include the ability to carry back losses to recoup taxes previously paid, the reversal of temporary differences, tax planning strategies, historical financial performance, expectations of future earnings, and the length of statutory carryforward periods. Significant judgment is required in assessing future earnings trends and the timing of reversals of temporary differences.

The Company assesses its tax positions for all open tax years and determines whether it has any material unrecognized liabilities in accordance with the guidance on accounting for uncertain tax positions. The Company records interest and penalties on uncertain tax positions in income tax expense and general and administrative expenses, respectively, on the consolidated statements of comprehensive loss.

Share-Based Compensation

The Company had in effect, as of December 31, 2017, stock incentive plans under which RSUs, performance shares and non-qualified stock options were granted to employees and non-employee members of the Board of Directors. The Company estimated the fair value of share-based awards on the date of grant. The value of the award was generally recognized as an expense using the graded method over the requisite service period. The fair value of the Company’s RSUs was generally based on the average of the high and low market prices of its common stock on the date of grant. The Company estimated the fair value of performance shares and non-qualified stock options as of the date of grant using the Monte-Carlo simulation model and Black-Scholes option pricing model, respectively. These models considered, among other factors, the performance period or expected life of the award, the expected volatility of the Company’s stock price, and expected dividends. The Company records share-based compensation expense in salaries and benefits expense on the consolidated statements of comprehensive loss.

Advertising Costs

Advertising costs are expensed as incurred and are included in general and administrative expenses on the consolidated statements of comprehensive loss. The Company recorded advertising expense of $16.0 million and $25.0 million for the years ended December 31, 2017 and 2016 , respectively.

Basic and Diluted Earnings (Loss) Per Share

The Company uses the two-class method to determine earnings per share. Outstanding share-based payment awards that include non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are considered participating securities and are included in the calculation of basic earnings per common share pursuant to the two-class method. The Company’s participating securities were comprised of RSUs. Under the two-class method, net income is reduced by the amount of dividends declared in the period for common stock and participating securities. The remaining undistributed earnings are then allocated to common stock and participating securities as if all of the net income for the period had been distributed. Basic earnings per share excludes dilution and is calculated by dividing net income allocable to common shares by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is calculated by dividing net income allocable to common shares by the weighted-average number of common shares for the period, as adjusted for the potential dilutive effect of non-participating share-based awards and convertible debt, based on the treasury method. During periods of net loss, diluted loss per share is equal to basic loss per share as the antidilutive effect of non-participating share-based awards and convertible debt is disregarded. No effect is given to participating securities in the computation of basic and diluted loss per share as these securities do not share in the losses of the Company.

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Contingencies

The Company evaluates contingencies based on information currently available and establishes accruals for those matters when a loss contingency is considered probable and the related amount is reasonably estimable. For matters where a loss is believed to be reasonably possible but not probable, no accrual is established but the nature of the loss contingency and an estimate of the reasonably possible range of loss in excess of amounts accrued, when such estimate can be made, is disclosed. In deriving an estimate, the Company is required to make assumptions about matters that are, by their nature, highly uncertain. The assessment of loss contingencies, including legal contingencies and curtailment obligations, involves the use of critical estimates, assumptions and judgments. Whenever practicable, the Company consults with outside experts, including legal counsel and consultants, to assist with the gathering and evaluation of information related to contingent liabilities. It is not possible to predict or determine the outcome of all loss contingencies. Accruals are periodically reviewed and may be adjusted as circumstances change.

5. Transactions with NRM

NRM Flow and Bulk Agreement

On August 8, 2016, Ditech Financial and NRM executed the NRM Flow and Bulk Agreement whereby Ditech Financial agreed to sell to NRM all of Ditech Financial’s right, title and interest in mortgage servicing rights with respect to a pool of mortgage loans, with subservicing retained. The NRM Flow and Bulk Agreement provides that, from time to time, Ditech Financial may sell additional MSR to NRM in bulk or as originated or acquired on a flow basis, subject in each case to the parties agreeing on price and certain other terms.

On January 17, 2018, the Company agreed to sell to NRM MSR relating to mortgage loans having an aggregate unpaid principal balance of approximately $11.3 billion as of such sale date, with subservicing retained, and received approximately $90.4 million in cash proceeds from NRM as partial consideration for this MSR sale. The Company used 80% of such cash proceeds to repay borrowings under the 2013 Credit Agreement and used the remaining cash proceeds for general corporate purposes. Since entering into the NRM Flow and Bulk Agreement and through January 17, 2018, in various bulk transactions under the NRM Flow and Bulk Agreement, the Company has sold MSR to NRM relating to mortgage loans having an aggregate unpaid principal balance of $71.1 billion as of the applicable closing dates of such transactions, in each case with subservicing retained. As of January 17, 2018, the Company had received $340.4 million in cash proceeds relating to such sales, which proceeds do not include certain holdback amounts relating to such sales that it expects to be paid to the Company over time. For the year ended December 31, 2017, the Company received $39.9 million in cash proceeds relating to these holdback amounts and at December 31, 2017 and 2016 had a servicing rights holdback receivable from NRM of $31.3 million and $71.3 million , respectively, which is recorded in receivables, net on the consolidated balance sheets.

NRM also acquired substantially all of WCO’s MSR portfolio in the fourth quarter of 2016, which consisted of MSR relating to mortgage loans having an aggregate unpaid principal balance of $9.8 billion as of the applicable closing dates, which was serviced by the Company and included $4.8 billion related to MSR that the Company previously accounted for as secured borrowings. Ditech Financial subservices these MSR under the NRM Subservicing Agreement.

The initial term of the NRM Flow and Bulk Agreement will expire on August 8, 2019 and shall be renewed for successive one-year terms thereafter unless either party provides written notice to the other party of its election not to renew. Each party to the NRM Flow and Bulk Agreement also has termination rights upon the occurrence of certain events and NRM can terminate this agreement at any time with a notice of 30 days. In connection with Ditech Financial’s entry into the NRM Flow and Bulk Agreement, the Company entered into a performance and payment guaranty whereby the Company guarantees performance of all obligations and all payments required by Ditech Financial under the NRM Flow and Bulk Agreement.

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NRM Subservicing Agreement

On August 8, 2016, Ditech Financial and NRM entered into the NRM Subservicing Agreement whereby Ditech Financial acts as subservicer for the mortgage loans whose MSR are sold by Ditech Financial to NRM under the NRM Flow and Bulk Agreement and for other mortgage loans as may be agreed upon by Ditech Financial and NRM from time to time, in exchange for a subservicing fee. Under the NRM Subservicing Agreement and a related agreement, Ditech Financial performs all daily servicing obligations on behalf of NRM with respect to the MSR that are serviced by Ditech Financial pursuant to the terms of the NRM Subservicing Agreement, including collecting payments from borrowers and offering refinancing options to borrowers for purposes of minimizing portfolio runoff. On January 17, 2018 Ditech Financial and NRM executed a Side Letter Agreement pursuant to which, among other things, certain provisions of the NRM Subservicing Agreement were amended and/or waived.

With respect to Ditech Financial, for mortgage loans that were being subserviced by Ditech Financial under the NRM Subservicing Agreement prior to January 17, 2018, and for any additional mortgage loans that Ditech Financial may subservice under the NRM Subservicing Agreement that are added to such agreement after such date (other than (i) mortgage loans relating to MSR sold to NRM by Ditech Financial in a bulk sale agreed to by the parties on January 17, 2018 and (ii) mortgage loans relating to MSR sold to NRM by Ditech Financial on a flow basis under the NRM Flow and Bulk Agreement after such date), the initial term of the NRM Subservicing Agreement expired on August 8, 2017 and was automatically renewed for a successive one year term, and will further be automatically renewed for successive one-year terms thereafter, unless Ditech Financial elects to terminate the NRM Subservicing Agreement without cause at the end of any subsequent one-year renewal term by providing notice to NRM at least 120 days prior to the end of the applicable term. With respect to Ditech Financial, for mortgage loans relating to MSR sold to NRM by Ditech Financial in a bulk MSR sale agreed to by the parties on January 17, 2018 and mortgage loans relating to MSR sold to NRM by Ditech Financial on a flow basis under the NRM Flow and Bulk Agreement after such date, the initial term of the NRM Subservicing Agreement shall expire on January 17, 2019 (with respect to the aforementioned bulk MSR sale) or, with respect to each flow MSR assignment agreement executed by the parties after such date in connection with any flow MSR sales by Ditech Financial to NRM after such date, if any, the first anniversary of the first day of the calendar quarter following the calendar quarter during which such flow MSR assignment agreement was executed, and in each case will automatically renew for successive one-year terms thereafter, unless the Company elects to terminate the NRM Subservicing Agreement without cause at the end of any such one-year term by providing notice to NRM at least 120 days prior to the end of the applicable term. If Ditech Financial elects to terminate the NRM Subservicing Agreement without cause, Ditech Financial will not be entitled to receive any deconversion fee, will be responsible for certain servicing transfer costs and will owe NRM a transfer fee if such termination occurs within five years from the effective date of the agreement. Ditech Financial may also terminate the NRM Subservicing Agreement immediately for cause upon the occurrence of certain events, including, without limitation, any failure by NRM to remit payments (subject to a cure period), certain bankruptcy or insolvency events of NRM, NRM ceasing to be an approved servicer in good standing with Fannie Mae or Freddie Mac (unless caused by Ditech Financial) and any failure by NRM to perform, in any material respect, its obligations under the agreement (subject to a cure period). Upon any termination of the NRM Subservicing Agreement by Ditech Financial for cause, NRM will owe Ditech Financial a deconversion fee and be responsible for certain servicing transfer costs.

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With respect to NRM, for mortgage loans that were being subserviced by Ditech Financial under the NRM Subservicing Agreement prior to January 17, 2018, and for any additional mortgage loans that Ditech Financial may subservice under the NRM Subservicing Agreement that are added to such agreement after such date (other than (i) mortgage loans relating to MSR sold to NRM by Ditech Financial in a bulk sale agreed to by the parties on January 17, 2018 and (ii) mortgage loans relating to MSR sold to NRM by Ditech Financial on a flow basis under the NRM Flow and Bulk Agreement after such date), the initial term of the NRM Subservicing Agreement expired on August 8, 2017 and thereafter the agreement automatically terminates with respect to such mortgage loans, unless renewed by NRM on a monthly basis. Since the expiration of the initial term, NRM has renewed the NRM Subservicing Agreement each month thereafter. In the case of mortgage loans relating to MSR sold to NRM by Ditech Financial in a bulk MSR sale agreed to by the parties on January 17, 2018 and mortgage loans relating to MSR sold to NRM by Ditech Financial on a flow basis under the NRM Flow and Bulk Agreement after such date, the initial term of the NRM Subservicing Agreement shall expire on January 17, 2019 (with respect to the aforementioned bulk MSR sale) or, with respect to each flow MSR assignment agreement executed by the parties after such date in connection with any flow MSR sales by Ditech Financial to NRM after such date, if any, the first anniversary of the first day of the calendar quarter following the calendar quarter during which such flow MSR assignment agreement was executed, and following the applicable initial term the agreement automatically terminates with respect to the applicable mortgage loans unless renewed by NRM on a quarterly basis. If NRM fails to renew the agreement, it will owe the Company a deconversion fee. In addition, if NRM elects to terminate the NRM Subservicing Agreement without cause, it will owe the Company a deconversion fee and be responsible for certain servicing transfer costs. NRM may also terminate the NRM Subservicing Agreement immediately for cause upon the occurrence of certain events, including, without limitation, the Company's failure to remit payments (subject to a cure period), its failure to provide reports to NRM (subject to a cure period), a change of control of Ditech Financial or Ditech Holding, its failure to satisfy certain portfolio performance measures relating to delinquency rates or advances, the Company ceasing to be an approved servicer in good standing with Fannie Mae or Freddie Mac, any failure by Ditech Financial or Ditech Holding to satisfy certain financial metrics, certain bankruptcy or insolvency events of Ditech Financial or Ditech Holding and any failure by the Company to perform, in any material respect, its obligations under the agreement (subject to a cure period). Because certain of these events have already occurred, NRM has the ability to terminate the NRM Subservicing Agreement immediately for cause with respect to mortgage loans that were being subserviced by Ditech Financial under the NRM Subservicing Agreement prior to January 17, 2018, and for any additional mortgage loans that Ditech Financial may subservice under the NRM Subservicing Agreement that are added to such agreement after such date (other than (i) mortgage loans relating to MSR sold to NRM by Ditech Financial in a bulk sale agreed to by the parties on January 17, 2018 and (ii) mortgage loans relating to MSR sold to NRM by Ditech Financial on a flow basis under the NRM Flow and Bulk Agreement after such date), but has not terminated such agreement with respect to any such mortgage loans. Pursuant to the January 17, 2018 Side Letter Agreement Ditech Financial entered into with NRM, NRM agreed to, among other things, waive its right to terminate the Subservicing Agreement for cause due to the occurrence of certain of these events with respect to mortgage loans relating to MSR sold to NRM by Ditech Financial in a bulk sale agreed to by the parties on January 17, 2018 and mortgage loans relating to MSR sold to NRM by Ditech Financial on a flow basis under the NRM Flow and Bulk Agreement after such date. Upon any termination of the NRM Subservicing Agreement by NRM for cause, the Company will not be entitled to receive any deconversion fee, will be responsible for certain servicing transfer costs and will owe NRM a transfer fee if such termination occurs within five years from the effective date of the agreement.

6. Variable Interest Entities

Consolidated Variable Interest Entities

Residual Trusts

The Company evaluates each securitization trust that funded its residential loan portfolio to determine if it meets the definition of a VIE, and whether the Company is required to consolidate the trust. The Company determined that it is the primary beneficiary of five securitization trusts in which it owns residual interests, and as a result, has consolidated these trusts. As a holder of the residual securities issued by the trusts, the Company has both the obligation to absorb losses to the extent of its investment and the right to receive benefits from the trusts, both of which could potentially be significant to the trusts. In addition, as the servicer for these trusts, the Company concluded it has the power to direct the activities that most significantly impact the economic performance of the trusts through its ability to manage the delinquent assets of the trusts. Specifically, the Company has discretion, subject to applicable contractual provisions and consistent with prudent mortgage-servicing practices, to decide whether to sell or work out any loans that become troubled.

The Company is not contractually required to provide any financial support to the Residual Trusts. The Company may, from time to time at its sole discretion, purchase certain assets or cover certain expenses for the trusts to cure delinquency or loss triggers for the sole purpose of releasing excess overcollateralization to the Company. Other than potentially acquiring assets for such purpose, based on current performance trends, the Company does not expect to provide financial support to the Residual Trusts.

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Non-Residual Trusts

The Company determined that it is the primary beneficiary of seven securitization trusts for which it does not own any residual interests. The Company does not receive economic benefit from the residential loans while the loans are held by the Non-Residual Trusts other than the servicing fees paid to the Company to service the loans. There were previously ten securitization trusts included in the Non-Residual Trusts; however, as discussed further below, three of the trusts were deconsolidated during 2017.

As part of a prior agreement to acquire the rights to service the loans in these securitization trusts, the Company had certain obligations to exercise mandatory clean-up calls for each of these trusts at their earliest exercisable date, which is the date the principal amount of each loan pool falls to 10% of the original principal amount. The Company would take control of the remaining collateral in the trusts when these calls are exercised. The Company fulfilled its obligation for its mandatory clean-up call obligations for two of the trusts in the second and third quarters of 2017 by making payments totaling $28.4 million . The Company took control of the remaining collateral, including residential loans and REO with a carrying value of $25.1 million and $0.1 million , respectively. Upon exercising these call obligations, the two trusts were deconsolidated and the underlying collateral was recorded on the Company's consolidated balance sheets.

On October 10, 2017, the Company entered into a Clean-up Call Agreement with a counterparty. The Company paid an inducement fee in the amount of $36.5 million to the counterparty, which was recorded within other assets on the consolidated balance sheets. With the execution of the Clean-Up Call Agreement, the counterparty assumed the Company’s mandatory obligation to exercise the clean-up calls for the eight remaining securitization trusts. In connection with the exercise of each clean-up call, the counterparty agreed to reimburse the Company for certain outstanding advances previously made by the Company with respect to the related trusts, up to an aggregate amount of approximately $6.4 million for the eight remaining trusts outstanding at that time. The Company continues to have certain rights and obligations related to the Non-Residual Trusts that are deemed to be variable interests that could potentially be significant to each trust. Additionally, as servicer of these trusts, the Company has concluded that it has the power to direct the activities that most significantly impact the economic performance of the trusts, and as such, the Company continued to consolidate these trusts on its consolidated balance sheet.

During the fourth quarter of 2017, the counterparty fulfilled its obligation for the mandatory clean-up call under the Clean-up Call Agreement on one of the remaining trusts by making a payment to the trust of $71.4 million , at which point the counterparty took control of the remaining collateral in the trust, including loans and REO with a carrying value of $63.8 million and $0.1 million , respectively. The trust was then deconsolidated. As a result of the counterparty exercising its clean-up call obligation and the deconsolidation of the trust, the trust recognized a gain of $7.2 million during the fourth quarter of 2017, which is included in other gains (losses) on the consolidated statements of comprehensive loss. Additionally, during the fourth quarter of 2017, the Company expensed $7.2 million of the inducement fee, which is included in other expenses on the consolidated statements of comprehensive loss. The Clean-up Call Agreement inducement fee had a balance of $29.3 million included in other assets on the consolidated balance sheet at December 31, 2017.

For seven of the original ten Non-Residual Trusts and four securitization trusts that had not been consolidated, the Company, as part of an agreement to service the loans in all eleven trusts, also had an obligation to reimburse a third party for the final $165.0 million in LOCs, if drawn, which were issued to the eleven trusts by a third party as credit enhancements to these trusts. As the LOCs were provided as credit enhancements to these securitizations, the trusts would draw on these LOCs if there were insufficient cash flows from the underlying collateral to pay the bondholders. As a result of the Clean-up Call Agreement detailed above, the Company's obligation to reimburse a third party for the final $165.0 million in LOC's, if drawn, was terminated. Under the Clean-up Call Agreement, the Company is obligated to reimburse the counterparty for amounts drawn on the LOCs in excess of $17.0 million in the aggregate related to certain of the remaining securitization trusts from July 1, 2017 through each individual call date.

For further information on the four securitization trusts that had not been consolidated by the Company, refer to the Unconsolidated Variable Interest Entities section of this Note.

Servicer and Protective Advance Financing Facilities

The Company has interests in financing entities that acquire servicer and protective advances from certain wholly-owned subsidiaries. The financing subsidiaries are deemed to be VIEs due to the design of the entities, including restrictions on its operating activities. The Company is the primary beneficiary of these financing subsidiaries and, accordingly, consolidates the financing subsidiaries. The subsidiaries issue or enter into notes supported by collections on the transferred advances.

As discussed further in Note 19 , during the fourth quarter of 2017, the notes issued under these financing facilities were purchased by a subsidiary with funds from a Securities Master Repurchase Agreement. The outstanding notes are pledged as collateral under the Securities Master Repurchase Agreement at December 31, 2017.

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Revolving Credit Facilities-Related VIEs

Certain revolving credit facilities utilize subsidiaries and/or trusts, collectively referred to as the entities, which are considered VIEs. The Company transfers certain assets into the entities created as a mechanism for holding assets as collateral for the revolving credit facilities in order to facilitate the pledging of assets to the revolving credit facilities. The entities have no equity investment at risk, making them variable interest entities. The Company’s continuing involvement with the entities is in the form of servicing the assets and through holding the ownership interests of the entities. Accordingly, the Company concluded that it is the primary beneficiary of the entities and, therefore, the Company consolidated the entities. All of the subsidiaries and/or trusts are separate legal entities and the collateral held by the entities are owned by them and are not available to other creditors.

The Revolving Credit Facilities-Related VIEs are funded with HECMs and real estate owned that were repurchased from Ginnie Mae securitization pools utilizing warehouse facilities. These assets collateralize certain master repurchase agreements, which are not included in the Revolving Credit Facilities-Related VIEs. Refer to Note 20 for additional information.

Included in the tables below are summaries of the carrying amounts of the assets and liabilities of consolidated VIEs (in thousands):



	December 31, 2017
	Residual Trusts		Non-Residual Trusts		Servicer and Protective Advance Financing Facilities		Revolving Credit Facilities-Related VIEs		Total
Assets
Restricted cash and cash equivalents	$	12,687	$	8,020	$	23,669	$	—	$	44,376
Residential loans at amortized cost, net	424,420		—		—		—		424,420
Residential loans at fair value	—		301,435		—		—		301,435
Receivables, net	—		5,608		—		216		5,824
Servicer and protective advances, net	—		—		446,799		—		446,799
Other assets	9,924		1,072		1,301		27,540		39,837
Total assets	$	447,031	$	316,135	$	471,769	$	27,756	$	1,262,691

Liabilities
Payables and accrued liabilities	$	2,178	$	—	$	908	$	—	$	3,086
Servicing advance liabilities ⁽¹⁾	—		—		444,563		—		444,563
Mortgage-backed debt	387,200		348,682		—		—		735,882
Total liabilities	$	389,378	$	348,682	$	445,471	$	—	$	1,183,531

__________


(1)	The notes outstanding under Servicer and Protective Advance Financing Facilities were acquired by a subsidiary during the fourth quarter of 2017, primarily with proceeds from the Securities Master Repurchase Agreement. These notes are therefore eliminated upon consolidation.

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	December 31, 2016
	Residual Trusts		Non-Residual Trusts		Servicer and Protective Advance Financing Facilities		Revolving Credit Facilities-Related VIEs		Total
Assets
Restricted cash and cash equivalents	$	13,321	$	10,257	$	22,265	$	—	$	45,843
Residential loans at amortized cost, net	462,877		—		—		—		462,877
Residential loans at fair value	—		450,377		—		42,122		492,499
Receivables, net	—		15,033		—		765		15,798
Servicer and protective advances, net	—		—		734,707		—		734,707
Other assets	10,028		1,028		1,440		7,335		19,831
Total assets	$	486,226	$	476,695	$	758,412	$	50,222	$	1,771,555

Liabilities
Payables and accrued liabilities	$	2,140	$	—	$	845	$	—	$	2,985
Servicing advance liabilities	—		—		650,565		—		650,565
Mortgage-backed debt	429,931		514,025		—		—		943,956
Total liabilities	$	432,071	$	514,025	$	651,410	$	—	$	1,597,506

The assets of the consolidated VIEs are pledged as collateral to the servicing advance liabilities, mortgage-backed debt and revolving credit facilities and are not available to satisfy claims of general creditors of the Company. The mortgage-backed debt issued by each consolidated securitization trust is to be satisfied solely from the proceeds of the residential loans and other collateral held in the trusts while the servicing advance liabilities related to the trusts are to be satisfied from the recoveries or repayments from the underlying advances. The consolidated VIEs are not cross-collateralized and the holders of the mortgage-backed debt issued by the trusts and lenders under the servicer and protective financing facilities do not have recourse to the Company. Refer to Note 22 for additional information regarding the mortgage-backed debt and Note 19 for additional information regarding servicing advance liabilities.

For the Residual Trusts, interest income earned on the residential loans and interest expense incurred on the mortgage-backed debt, both of which are carried at amortized cost, are recorded on the consolidated statements of comprehensive loss in interest income on loans and interest expense, respectively. Additionally, the Company records a provision for its estimate of probable incurred credit losses associated with the residential loans as provision for loan losses, which is included in other expenses, net on the consolidated statements of comprehensive loss. Interest receipts on residential loans and interest payments on mortgage-backed debt are included in operating activities, while principal payments on residential loans are included in investing activities and payments on mortgage-backed debt are included in financing activities on the consolidated statements of cash flows.

The change in fair value of the assets and liabilities of the Non-Residual Trusts are included in other net fair value gains on the consolidated statements of comprehensive loss. Included in other net fair value gains is the interest income that is expected to be collected on the residential loans, the interest expense that is expected to be paid on the mortgage-backed debt, as well as the accretion of fair value. The non-cash component of other net fair value gains is recognized as an adjustment in reconciling net income or loss to net cash provided by or used in operating activities on the consolidated statements of cash flows. Principal payments on residential loans, draws on receivables, proceeds received from the exercise of mandatory call obligations and the cash out-flow from the deconsolidation of the trusts subsequent to the exercise of mandatory call obligations are included in investing activities while payments on mortgage-backed debt are included in financing activities on the consolidated statements of cash flows.

Interest expense associated with the servicer and protective advance financing facilities is included in interest expense on the consolidated statements of comprehensive loss. Changes in servicer and protective advances are included in operating activities while the issuances of and payments on servicing advance liabilities are included in financing activities on the consolidated statements of cash flows.

The change in fair value of the residential loans of the Revolving Credit Facilities-Related VIEs are included in net fair value gains on reverse loans and related HMBS obligations on the consolidated statements of comprehensive loss. Declines in the value of real estate owned are recorded as adjustments to the carrying amount through a valuation allowance and are recorded in other expenses, net on the consolidated statements of comprehensive loss.

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Unconsolidated Variable Interest Entities

The Company has variable interests in VIEs that it does not consolidate as it has determined that it is not the primary beneficiary of the VIEs.

Servicing Arrangements with Letter of Credit Reimbursement Obligation

As part of an agreement to service the loans in eleven securitization trusts, the Company historically had an obligation to reimburse a third party for the final $165.0 million in LOCs if drawn. The LOCs were issued by a third party as credit enhancements to these eleven securitizations and, accordingly, the securitization trusts will draw on these LOCs if there are insufficient cash flows from the underlying collateral to pay the bondholders.

As noted above, the Company determined that for seven of these securitization trusts, the Company is the primary beneficiary and, accordingly, the Company consolidates the seven trusts on the consolidated balance sheets. However, for the four remaining securitization trusts, the Company determined that it is not the primary beneficiary of theses trusts, and accordingly, theses trusts are not consolidated on the Company's consolidated balance sheets. As a result of the Clean-up Call Agreement with the counterparty detailed above, the Company is no longer obligated to reimburse a third party for any LOC draws related to the four trusts that had not been consolidated. The Company's only continuing involvement with these four securitization trusts is as a servicer and the Company continues to conclude it is not the primary beneficiary.

Other Servicing Arrangements

The Company is involved with other securitization trusts as servicer of the financial assets of the trusts. The Company’s servicing fees are anticipated to absorb more than an insignificant portion of the returns of the trusts and the Company has considered its contract to service the financial assets of the trusts as a variable interest. Typically, the Company’s involvement as servicer allows it to control the activities of the trusts that most significantly impact the economic performance of the trusts; however, based on the nature of the trusts, the obligations to its beneficial interest holders are guaranteed. Further, the Company’s involvement as servicer is subject to substantive kick-out rights held by a single party, and there are no significant barriers to the exercise of those kick-out rights. As a result, the Company has determined that it is not the primary beneficiary of those trusts and those trusts are not consolidated on the Company’s balance sheets. The termination of the Company as servicer to the financial assets of the trusts would eliminate any future servicing revenues and related cash flows associated with the underlying financial assets held by the trusts.

Type of Involvement in Unconsolidated Variable Interest Entities

The following table presents the carrying amounts of the Company’s assets and liabilities that relate to its variable interests in the VIEs that are not consolidated, as well as its maximum exposure to loss and the size of the unconsolidated VIEs (in thousands):



	Carrying Value of Assets Recorded on the Consolidated Balance Sheets										Size of VIEs ⁽²⁾
Type of Involvement	Servicing Rights, Net		Servicer and Protective Advances, Net		Receivables, Net		Net Assets		Maximum Exposure to Loss ⁽¹⁾		Size of VIEs ⁽²⁾
VIEs associated with servicing arrangements
Servicing arrangements with a LOC reimbursement obligation ⁽³⁾
December 31, 2016	$	900	$	2,910	$	108	$	3,918	$	168,918	$	134,616
Other servicing arrangements
December 31, 2017	—		—		154		154		154		428,979
December 31, 2016	—		—		183		183		183		437,595

__________


(1)	The Company's maximum exposure to loss for VIEs equals the carrying value of assets recognized on the consolidated balance sheets, and in the case of arrangements with a LOC reimbursement obligation, also included the obligation to reimburse a third party for the final $165.0 million drawn on LOCs discussed above.


(2)	The size of unconsolidated VIEs is represented by the unpaid principal balance of loans serviced for VIEs associated with servicing arrangements.


(3)	As detailed above, as a result of the Clean-up Call Agreement entered into in Q4 2017, the Company has determined that it no longer has a variable interest in these trusts.

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7. Transfers of Residential Loans

Sales of Mortgage Loans

As part of its originations activities, the Company sells substantially all of its originated or purchased mortgage loans into the secondary market for securitization or to private investors as whole loans. The Company sells conventional-conforming and government-backed mortgage loans through GSE and agency-sponsored securitizations in which mortgage-backed securities are created and sold to third-party investors. The Company also sells non-conforming mortgage loans to private investors. The Company accounts for these transfers as sales. If the servicing rights are retained upon sale, the Company receives a fee for servicing the sold loans, which represents continuing involvement. During the years ended December 31, 2017 and 2016 , 50% and 47% , respectively, of all mortgage loans sold by the Company were purchased by Fannie Mae, 41% and 39% , respectively, were pooled into mortgage-backed securities guaranteed by Ginnie Mae, and the remaining 9% and 14% , respectively, were primarily sold to Freddie Mac.

Certain guarantees arise from agreements associated with the sale of the Company's residential loans. Under these agreements, the Company may be obligated to repurchase loans, or otherwise indemnify or reimburse the credit owner or insurer for losses incurred, due to material breach of contractual representations and warranties. Refer to Note 30 for further information.

The following table presents the carrying amounts of the Company’s assets that relate to its continued involvement with mortgage loans that have been sold with servicing rights retained and the unpaid principal balance of these sold loans (in thousands):



	Carrying Value of Net Assets Recorded on the Consolidated Balance Sheets									Unpaid Principal Balance of Sold Loans
	Servicing Rights, Net		Servicer and Protective Advances, Net		Payables and Accrued Liabilities			Total		Unpaid Principal Balance of Sold Loans
December 31, 2017	$	385,744	$	30,762	$	(32	)	$	416,474	$	36,274,449
December 31, 2016	439,062		21,825		(1,983		)	458,904		36,116,570

At December 31, 2017 and 2016 , 2.9% and 1.3% , respectively, of mortgage loans sold and serviced by the Company were 60 days or more past due.

The following table presents a summary of cash flows related to sales of mortgage loans (in thousands):



	For the Years Ended December 31,
	2017		2016
Cash proceeds received from sales, net of fees	$	16,863,357	$	21,386,821
Servicing fees collected ⁽¹⁾	121,064		144,085
Repurchases of previously sold loans ⁽²⁾	95,950		33,045

__________


(1)	Represents servicing fees collected on all loans sold whereby the Company has continued involvement with mortgage loans that have been sold with servicing rights retained.


(2)	Includes Ginnie Mae buyout loans of $84.2 million and $21.2 million for the years ended December 31, 2017 and 2016 , respectively.

In connection with these sales, the Company recorded servicing rights using a fair value model that utilizes Level 3 unobservable inputs or using an agreed upon sales price considered to be Level 2 within the fair value hierarchy. Refer to Note 14 for information relating to servicing of residential loans.

Transfers of Reverse Loans

The Company, through RMS, is an approved issuer of Ginnie Mae HMBS. The HMBS are guaranteed by Ginnie Mae and collateralized by participation interests in HECMs insured by the FHA. The Company both originated and purchased HECMs that were pooled and securitized into HMBS that the Company sold into the secondary market with servicing rights retained. Effective January 2017, the Company exited the reverse mortgage business. As of December 31, 2017, the Company did not have any reverse loans remaining in the originations pipeline and had finalized the shutdown of the reverse mortgage originations business. The Company will continue to fund undrawn tails available to borrowers.

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Based upon the structure of the Ginnie Mae securitization program, the Company determined that it has not met all of the requirements for sale accounting and accounts for these transfers as secured borrowings. Under this accounting treatment, the reverse loans remain on the consolidated balance sheets as residential loans. The proceeds from the transfer of reverse loans are recorded as HMBS related obligations with no gain or loss recognized on the transfer. Ginnie Mae, as guarantor of the HMBS, is obligated to the holders of the HMBS in an instance of RMS default on its servicing obligations, or when the proceeds realized on HECMs are insufficient to repay all outstanding HMBS related obligations. Ginnie Mae has recourse to RMS to the extent of the participation interests in HECMs serving as collateral to the HMBS, but does not have recourse to the general assets of the Company, except that Ginnie Mae has recourse to RMS in connection with certain claims relating to the performance and obligations of RMS as both an issuer of HMBS and a servicer of HECMs underlying HMBS.

At December 31, 2017 , the unpaid principal balance and the carrying value associated with both the reverse loans and the real estate owned pledged as collateral to the securitization pools were $8.6 billion and $9.0 billion , respectively.

8. Fair Value

Basis for Measurement

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A three-tier fair value hierarchy is used to prioritize the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted market prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The three levels of the fair value hierarchy are as follows:

Level 1 — Valuation is based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 — Valuation is based on quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3 — Valuation is based on inputs that are both significant to the fair value measurement and unobservable.

The accounting guidance concerning fair value allows the Company to elect to measure financial instruments at fair value and report the changes in fair value through net income or loss. This election can only be made at certain specified dates and is irrevocable once made. Other than mortgage loans held for sale, which the Company has elected to measure at fair value, the Company does not have a fair value election policy, but rather makes the election on an instrument-by-instrument basis as assets and liabilities are acquired or incurred, other than for those assets and liabilities that are required to be recorded and subsequently measured at fair value.

Transfers into and out of the fair value hierarchy levels are assumed to be as of the end of the quarter in which the transfer occurred. The Company transferred $34.8 million and $212.6 million in servicing rights carried at fair value from Level 3 to Level 2 during the years ended December 31, 2017 and 2016, respectively, as there was direct observable input in a non-active market available to measure these assets.

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Items Measured at Fair Value on a Recurring Basis

The following table summarizes the assets and liabilities in each level of the fair value hierarchy (in thousands). There were an insignificant amount of assets or liabilities measured at fair value on a recurring basis utilizing Level 1 assumptions.



	December 31,
	2017		2016
Level 2
Assets
Mortgage loans held for sale	$	588,485	$	1,176,280
Servicing rights carried at fair value	—		13,170
Freestanding derivative instruments	2,757		34,543
Level 2 assets	$	591,242	$	1,223,993
Liabilities
Freestanding derivative instruments	$	981	$	7,611
Servicing rights related liabilities	32		1,902
Level 2 liabilities	$	1,013	$	9,513

Level 3
Assets
Reverse loans	$	9,789,444	$	10,742,922
Mortgage loans related to Non-Residual Trusts	301,435		450,377
Mortgage loans held for sale	68		—
Charged-off loans	45,800		46,963
Receivables related to Non-Residual Trusts	5,608		15,033
Servicing rights carried at fair value	714,774		936,423
Freestanding derivative instruments (IRLCs)	26,637		53,394
Level 3 assets	$	10,883,766	$	12,245,112
Liabilities
Freestanding derivative instruments (IRLCs)	$	269	$	4,193
Mortgage-backed debt related to Non-Residual Trusts	348,682		514,025
HMBS related obligations	9,175,128		10,509,449
Level 3 liabilities	$	9,524,079	$	11,027,667

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The following assets and liabilities are measured on the consolidated balance sheets at fair value on a recurring basis utilizing significant unobservable inputs or Level 3 assumptions in their valuation. The following tables provide a reconciliation of the beginning and ending balances of these assets and liabilities (in thousands):



	For the Year Ended December 31, 2017
	Fair Value January 1, 2017			Total Gains (Losses) Included in Comprehensive Loss			Purchases		Sales and Other			Originations / Issuances			Settlements			Transfers Out of Level 3			Fair Value December 31, 2017
Assets
Reverse loans	$	10,742,922		$	242,288		$	44,769	$	—		$	337,378		$	(1,577,913	)	$	—		$	9,789,444
Mortgage loans related to Non-Residual Trusts ⁽¹⁾	450,377			25,214			—		(88,842		)	—			(85,314		)	—			301,435
Mortgage loans held for sale ⁽¹⁾	—			(131		)	—		1,671			—			(1,472		)	—			68
Charged-off loans ⁽²⁾	46,963			39,072			—		—			—			(40,235		)	—			45,800
Receivables related to Non-Residual Trusts	15,033			5,224			—		—			—			(14,649		)	—			5,608
Servicing rights carried at fair value ⁽³⁾	936,423			(263,629		)	670		5,356			70,801			—			(34,847		)	714,774
Freestanding derivative instruments (IRLCs)	53,394			(26,556		)	—		—			—			(201		)	—			26,637
Total assets	$	12,245,112		$	21,482		$	45,439	$	(81,815	)	$	408,179		$	(1,719,784	)	$	(34,847	)	$	10,883,766

Liabilities
Freestanding derivative instruments (IRLCs)	$	(4,193	)	$	3,924		$	—	$	—		$	—		$	—		$	—		$	(269	)
Mortgage-backed debt related to Non-Residual Trusts	(514,025		)	(26,519		)	—		—			—			191,862			—			(348,682		)
HMBS related obligations	(10,509,449		)	(199,869		)	—		—			(464,192		)	1,998,382			—			(9,175,128		)
Total liabilities	$	(11,027,667	)	$	(222,464	)	$	—	$	—		$	(464,192	)	$	2,190,244		$	—		$	(9,524,079	)

__________

(1)

During the year ended December 31, 2017 , $25.1 million of loans transferred from mortgage loans related to Non-Residual Trusts to mortgage loans held for sale upon exercising mandatory call obligations reflected within "Sales and Other" in the above table. See Note 30 for additional information on the mandatory call obligations. In December 2017, a majority of these loans were sold to NRM for $23.4 million .


(2)	Included in gains on charged-off loans are gains from instrument-specific credit risk, which primarily result from changes in assumptions related to collection rates and discount rates, of $15.8 million during the year ended December 31, 2017 .

(3)

Amounts transferred out of Level 3 consisted of servicing rights that were transferred to Level 2 during the third quarter of 2017. These transfers resulted from an agreement with a third-party to sell such servicing rights, which were subsequently sold during the fourth quarter of 2017. In total, the Company sold $117.5 million of servicing rights during the year ended December 31, 2017 . See Note 14 for additional information on total servicing rights sold during the year.

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	For the Year Ended December 31, 2016
	Fair Value January 1, 2016			Total Gains (Losses) Included in Comprehensive Loss			Purchases and Other		Sales			Originations / Issuances			Settlements			Transfers Out of Level 3			Fair Value December 31, 2016
Assets
Reverse loans	$	10,763,816		$	338,321		$	437,540	$	—		$	459,280		$	(1,256,035	)	$	—		$	10,742,922
Mortgage loans related to Non-Residual Trusts	526,016			19,464			—		—			—			(95,103		)	—			450,377
Charged-off loans ⁽¹⁾	49,307			41,391			—		—			—			(43,735		)	—			46,963
Receivables related to Non-Residual Trusts	16,542			6,601			—		—			—			(8,110		)	—			15,033
Servicing rights carried at fair value ⁽²⁾	1,682,016			(478,558		)	7,729		(247,829		)	185,695			—			(212,630		)	936,423
Freestanding derivative instruments (IRLCs)	51,519			2,549			—		—			—			(674		)	—			53,394
Total assets	$	13,089,216		$	(70,232	)	$	445,269	$	(247,829	)	$	644,975		$	(1,403,657	)	$	(212,630	)	$	12,245,112

Liabilities
Freestanding derivative instruments (IRLCs)	$	(1,070	)	$	(3,123	)	$	—	$	—		$	—		$	—		$	—		$	(4,193	)
Servicing rights related liabilities ⁽³⁾⁽⁴⁾	(117,000		)	(3,921		)	—		108,887			(27,886		)	39,920			—			—
Mortgage-backed debt related to Non-Residual Trusts	(582,340		)	(29,355		)	—		—			—			97,670			—			(514,025		)
HMBS related obligations	(10,647,382		)	(279,299		)	—		—			(960,156		)	1,377,388			—			(10,509,449		)
Total liabilities	$	(11,347,792	)	$	(315,698	)	$	—	$	108,887		$	(988,042	)	$	1,514,978		$	—		$	(11,027,667	)

__________


(1)	Included in gains on charged-off loans are gains from instrument-specific credit risk of $20.7 million , which primarily result from changes in assumptions related to collection rates and discount rates during the year ended December 31, 2016 .


(2)	Amounts transferred out of Level 3 consisted of servicing rights that were transferred to Level 2 during the third quarter of 2016. These transfers resulted from an agreement with NRM to sell such servicing rights, which were subsequently sold during the fourth quarter of 2016. In total, the Company sold $458.5 million of servicing rights during the year ended December 31, 2016 .


(3)	Included in losses on servicing rights related liabilities are losses from instrument-specific credit risk, which primarily result from changes in assumptions related to discount rates, conditional prepayment rates and conditional default rates, of $15.8 million during the year ended December 31, 2016 .


(4)	Sales of servicing rights related liabilities represents the derecognition of excess servicing spread liabilities and servicing rights financing in connection with the sale of related servicing rights and excess spread by the Company and WCO to NRM. Refer to Note 5 for additional information regarding transactions with NRM.

Refer to Note 4 for the location within the consolidated statements of comprehensive loss of the gains and losses resulting from changes in fair value of assets and liabilities disclosed above. Total gains and losses included above include interest income and interest expense at the stated rate for interest-bearing assets and liabilities, respectively, accretion and amortization, and the impact of the changes in valuation inputs and assumptions.

The Company’s Valuation Committee determines and approves valuation policies and unobservable inputs used to estimate the fair value of items measured at fair value on a recurring basis. The Valuation Committee, consisting of certain members of the senior executive management team, meets on a quarterly basis to review the assets and liabilities that require fair value measurement, including how each asset and liability has actually performed in comparison to the unobservable inputs and the projected performance. The Valuation Committee also reviews related available market data.

The following is a description of the methods used to estimate the fair values of the Company’s assets and liabilities measured at fair value on a recurring basis, as well as the basis for classifying these assets and liabilities as Level 2 or 3 within the fair value hierarchy. The Company’s valuations consider assumptions that it believes a market participant would consider in valuing the assets and liabilities, the most significant of which are disclosed below. The Company reassesses and periodically adjusts the underlying inputs and assumptions used in the valuations for recent historical experience, as well as for current and expected relevant market conditions.

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Residential loans

•

Reverse loans, mortgage loans related to Non-Residual Trusts and charged-off loans — These loans are not traded in an active, open market with readily observable prices. Accordingly, the Company estimates fair value using Level 3 unobservable market inputs. The estimated fair value is based on the net present value of projected cash flows over the estimated life of the loans. The discount rate assumption for these assets considers, as applicable, collateral and credit risk characteristics of the loans, collection rates, current market interest rates, expected duration, and current market yields.

•

Mortgage loans held for sale — These loans are primarily valued using a market approach by utilizing observable quoted market prices, where available, or prices for other whole loans with similar characteristics. The Company classifies these loans as Level 2 within the fair value hierarchy. Loans held for sale also includes loans that are not traded in an active, open market with readily observable prices. Accordingly, the Company estimates fair value using Level 3 unobservable market inputs. The estimated fair value is based on the net present value of projected cash flows over the estimated life of the loans. The discount rate assumption for these assets considers, as applicable, collateral and credit risk characteristics of the loans, collection rates, current market interest rates, expected duration, and current market yields.

Receivables related to Non-Residual Trusts — The Company estimates the fair value of these receivables using the net present value of expected cash flows from the LOCs to be used to pay bondholders over the remaining life of the securitization trusts and applies Level 3 unobservable market inputs in its valuation. Receivables related to Non-Residual Trusts are recorded in receivables, net on the consolidated balance sheets.

Servicing rights carried at fair value — The Company accounts for servicing rights associated with the risk-managed loan class at fair value. The Company primarily uses a discounted cash flow model to estimate the fair value of these assets, unless there is an agreed upon sales price for a specific portfolio on or prior to the applicable reporting date relating to such reporting period, in which case the assets are valued at the price that the trade will be executed. The assumptions used in the discounted cash flow model vary based on collateral stratifications including product type, remittance type, geography, delinquency, and coupon dispersion of the underlying loan portfolio. The Company classifies servicing rights that are valued at the agreed upon sales price within Level 2 of the fair value hierarchy, and the servicing rights that are valued using a discounted cash flow model are classified within Level 3 of the fair value hierarchy. The Company obtains third-party valuations on a quarterly basis to assess the reasonableness of the fair values calculated by the cash flow model.

Freestanding derivative instruments — Fair values of IRLCs are derived using valuation models incorporating market pricing for instruments with similar characteristics and by estimating the fair value of the servicing rights expected to be recorded at sale of the loan. The fair values are then adjusted for anticipated loan funding probability. Both the fair value of servicing rights expected to be recorded at the date of sale of the loan and anticipated loan funding probability are significant unobservable inputs and, as a result, IRLCs are classified as Level 3 within the fair value hierarchy. The loan funding probability ratio represents the aggregate likelihood that loans currently in a lock position will ultimately close, which is largely dependent on the loan processing stage that a loan is currently in and changes in interest rates from the time of the rate lock through the time a loan is closed. IRLCs have positive fair value at inception and change in value as interest rates and loan funding probability change. Rising interest rates have a positive effect on the fair value of the servicing rights component of the IRLC fair value and increase the loan funding probability. An increase in loan funding probability (i.e., higher aggregate likelihood of loans estimated to close) will result in the fair value of the IRLC increasing if in a gain position, or decreasing, to a lower loss, if in a loss position. A significant increase (decrease) to the fair value of servicing rights component in isolation could result in a significantly higher (lower) fair value measurement.

The fair value of forward sales commitments and MBS purchase commitments is determined based on observed market pricing for similar instruments; therefore, these contracts are classified as Level 2 within the fair value hierarchy. Counterparty credit risk is taken into account when determining fair value, although the impact is diminished by daily margin posting on all forward sales and purchase commitments. Refer to Note 9 for additional information on freestanding derivative financial instruments.

Servicing rights related liabilities — The fair value of the MSR liabilities related to NRM sales is consistent with the fair value methodology of the related servicing rights.

Mortgage-backed debt related to Non-Residual Trusts — This debt is not traded in an active, open market with readily observable prices. Accordingly, the Company estimates fair value using Level 3 unobservable market inputs. The estimated fair value of the debt is based on the net present value of the projected principal and interest payments owed for the estimated remaining life of the securitization trusts. An analysis of the credit assumptions for the underlying collateral in each of the securitization trusts is performed to determine the required payments to bondholders.

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HMBS related obligations — These obligations are not traded in an active, open market with readily observable prices. Accordingly, the Company estimates fair value using Level 3 unobservable market inputs. The estimated fair value is based on the net present value of projected cash flows over the estimated life of the liabilities. The discount rate assumption for these liabilities is based on an assessment of current market yields for HMBS, expected duration, and current market interest rates. The yield on seasoned HMBS is adjusted based on the duration of each HMBS.

The following tables present the significant unobservable inputs used in the fair value measurement of the assets and liabilities described above. The Company utilizes a discounted cash flow model to estimate the fair value of all Level 3 assets and liabilities included on the Consolidated Financial Statements at fair value on a recurring basis, with the exception of IRLCs for which the Company utilizes a market approach. Significant increases or decreases in any of the inputs disclosed below could result in a significantly lower or higher fair value measurement.



		December 31, 2017			December 31, 2016
	Significant Unobservable Input ^{(1) (2)}	Range of Input ⁽³⁾	Weighted Average of Input ⁽³⁾		Range of Input ⁽³⁾	Weighted Average of Input ⁽³⁾
Assets
Reverse loans	Weighted-average remaining life in years ⁽⁴⁾	0.3 - 10.2	3.8		0.6 - 10.2	3.8
	Conditional repayment rate	12.61% - 71.68%	30.23	%	13.23% - 55.32%	28.48	%
	Discount rate	3.05% - 4.17%	3.60	%	1.93% - 3.69%	2.93	%
Mortgage loans related to Non-Residual Trusts	Conditional prepayment rate	2.08% - 2.53%	2.34	%	1.98% - 2.67%	2.27	%
	Conditional default rate	1.01% - 4.97%	2.61	%	1.02% - 4.25%	2.61	%
	Loss severity	90.60% - 100.00%	99.46	%	79.98% - 100.00%	96.61	%
	Discount rate	8.32%	8.32	%	8.00%	8.00	%
Mortgage loans held for sale	Conditional prepayment rate	4.81%	4.81	%	—	—
	Conditional default rate	2.46%	2.46	%	—	—
	Loss severity	99.40%	99.40	%	—	—
	Discount rate	9.80%	9.80	%	—	—
Charged-off loans	Collection rate	2.84% - 4.47%	2.92	%	2.69% - 3.55%	2.74	%
	Discount rate	28.00%	28.00	%	28.00%	28.00	%
Receivables related to Non-Residual Trusts	Conditional prepayment rate	2.49% - 3.01%	2.79	%	2.22% - 3.17%	2.65	%
	Conditional default rate	1.72% - 6.02%	3.61	%	2.32% - 4.66%	3.34	%
	Loss severity	88.88% - 100.00%	97.71	%	77.88% - 100.00%	94.51	%
	Discount rate	0.50%	0.50	%	0.50%	0.50	%
Servicing rights carried at fair value	Weighted-average remaining life in years ⁽⁴⁾	2.4 - 7.1	5.6		2.6 - 7.4	6.0
	Discount rate	9.91% - 14.97%	11.92	%	10.68% - 14.61%	11.56	%
	Conditional prepayment rate	6.80% - 25.85%	11.10	%	5.76% - 21.67%	9.09	%
	Conditional default rate	0.06% - 3.20%	0.91	%	0.04% - 2.97%	0.88	%
	Cost to service	$62 - $1,260	$136		$62 - $1,260	$128
Interest rate lock commitments	Loan funding probability	1.00% - 100.00%	62.97	%	16.00% - 100.00%	75.86	%
	Fair value of initial servicing rights multiple ⁽⁵⁾	0.01 - 5.24	2.74		0.01 - 5.98	3.06

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		December 31, 2017			December 31, 2016
	Significant Unobservable Input ^{(1) (2)}	Range of Input ⁽³⁾	Weighted Average of Input ⁽³⁾		Range of Input ⁽³⁾	Weighted Average of Input ⁽³⁾
Liabilities
Interest rate lock commitments	Loan funding probability	33.64% - 100.00%	84.76	%	34.40% - 100.00%	83.36	%
	Fair value of initial servicing rights multiple ⁽⁵⁾	0.24 - 4.92	3.32		0.04 - 6.04	3.69
Mortgage-backed debt related to Non-Residual Trusts	Conditional prepayment rate	2.49% - 3.01%	2.79	%	2.22% - 3.17%	2.65	%
	Conditional default rate	1.72% - 6.02%	3.61	%	2.32% - 4.66%	3.34	%
	Loss severity	88.88% - 100.00%	97.71	%	77.88% - 100.00%	94.51	%
	Discount rate	6.00%	6.00	%	6.00%	6.00	%
HMBS related obligations	Weighted-average remaining life in years ⁽⁴⁾	0.4 - 7.8	3.7		0.4 - 7.2	3.2
	Conditional repayment rate	12.90% - 86.87%	32.07	%	11.49% - 57.76%	27.74	%
	Discount rate	3.02% - 3.98%	3.45	%	1.50% - 3.17%	2.56	%

__________


(1)	Conditional repayment rate includes assumptions for both voluntary and involuntary rates as well as assumptions for the assignment of HECMs to HUD, in accordance with obligations as servicer.


(2)	Voluntary and involuntary prepayment rates have been presented as conditional prepayment rate and conditional default rate, respectively.

(3)

With the exception of loss severity, fair value of initial servicing rights embedded in IRLCs and discount rate on charged-off loans, all significant unobservable inputs above are based on the related unpaid principal balance of the underlying collateral, or in the case of HMBS related obligations, the balance outstanding. Loss severity is based on projected liquidations. Fair value of servicing rights embedded in IRLCs represents a multiple of the annual servicing fee. The discount rate on charged-off loans is based on the loan balance at fair value.


(4)	Represents the remaining weighted-average life of the related unpaid principal balance or balance outstanding of the underlying collateral adjusted for assumptions for conditional repayment rate, conditional prepayment rate and conditional default rate, as applicable.


(5)	Fair value of servicing rights embedded in IRLCs, which represents a multiple of the annual servicing fee, excludes the impact of certain IRLCs identified as servicing released for which the Company does not ultimately realize the benefits.

Fair Value Option

With the exception of freestanding derivative instruments, the Company has elected the fair value option for the assets and liabilities described above as measured at fair value on a recurring basis. The fair value option was elected for these assets and liabilities as the Company believes fair value best reflects their expected future economic performance.

Presented in the table below is the estimated fair value and unpaid principal balance of loans and debt instruments that have contractual principal amounts and for which the Company has elected the fair value option (in thousands):



	December 31, 2017				December 31, 2016
	Estimated Fair Value		Unpaid Principal Balance		Estimated Fair Value		Unpaid Principal Balance
Loans at fair value under the fair value option
Reverse loans ⁽¹⁾	$	9,789,444	$	9,460,616	$	10,742,922	$	10,218,007
Mortgage loans held for sale ⁽¹⁾	588,553		567,492		1,176,280		1,148,897
Mortgage loans related to Non-Residual Trusts	301,435		344,421		450,377		513,545
Charged-off loans	45,800		2,333,820		46,963		2,439,318
Total	$	10,725,232	$	12,706,349	$	12,416,542	$	14,319,767

Debt instruments at fair value under the fair value option
Mortgage-backed debt related to Non-Residual Trusts	$	348,682	$	353,262	$	514,025	$	518,317
HMBS related obligations ⁽²⁾	9,175,128		8,743,700		10,509,449		9,916,383
Total	$	9,523,810	$	9,096,962	$	11,023,474	$	10,434,700

__________


(1)	Includes loans that collateralize master repurchase agreements. Refer to Note 20 for additional information.


(2)	For HMBS related obligations, the unpaid principal balance represents the balance outstanding.

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Included in mortgage loans related to Non-Residual Trusts are loans that are 90 days or more past due that have been deemed to have no fair value at December 31, 2017 as a result of severity rates being greater than 100% . The fair value of these loans was $1.6 million at December 31, 2016 . These loans have an unpaid principal balance of $22.2 million and $29.5 million at December 31, 2017 and 2016 , respectively. Mortgage loans held for sale that are 90 days or more past due had an unpaid principal balance of $10.1 million at December 31, 2017 and were insignificant at December 31, 2016 . Charged-off loans are predominantly 90 days or more past due.

Items Measured at Fair Value on a Non-Recurring Basis

The Company held real estate owned, net of $116.6 million and $104.6 million at December 31, 2017 and 2016 , respectively. In addition, the Company had loans that were in the process of foreclosure of $489.0 million and $418.4 million at December 31, 2017 and 2016 , respectively, which are included in residential loans at amortized cost, net and residential loans at fair value on the consolidated balance sheet. Real estate owned, net is included on the consolidated balance sheets within other assets and is measured at net realizable value on a non-recurring basis utilizing significant unobservable inputs or Level 3 assumptions in their valuation.

The following table presents the significant unobservable input used in the fair value measurement of real estate owned, net:



		December 31, 2017			December 31, 2016
	Significant Unobservable Input	Range of Input	Weighted Average of Input		Range of Input	Weighted Average of Input
Real estate owned, net	Loss severity ⁽¹⁾	0.00% - 78.76%	6.16	%	0.00% - 61.61%	7.30	%

__________


(1)	Loss severity is based on the unpaid principal balance of the related loan at the time of foreclosure.

The Company held real estate owned, net in the Reverse Mortgage and Servicing segments and Other non-reportable segment of $101.8 million , $13.7 million and $1.1 million , respectively, at December 31, 2017 and $90.7 million , $12.9 million and $1.0 million , respectively, at December 31, 2016 . At December 31, 2017 , concentrations of properties (represented by 5% or more of real estate owned) were located in Illinois, Maryland, Texas, New Jersey, and Pennsylvania. In determining fair value, the Company either obtains appraisals or performs a review of historical severity rates of real estate owned previously sold by the Company. When utilizing historical severity rates, the properties are stratified by collateral type and/or geographical concentration and length of time held by the Company. The severity rates are reviewed for reasonableness by comparison to third-party market trends and fair value is determined by applying severity rates to the stratified population. In the determination of fair value of real estate owned associated with reverse mortgages, the Company considers amounts typically covered by FHA insurance. Management approves valuations that have been determined using the historical severity rate method.

Real estate owned expenses, net, which are recorded in other expenses, net on the consolidated statements of comprehensive loss were $7.4 million and $6.9 million for the years ended December 31, 2017 and 2016 , respectively. Included in real estate owned expenses, net are lower of cost or fair value adjustments of $5.3 million and $5.1 million for the years ended December 31, 2017 and 2016 , respectively.

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Fair Value of Other Financial Instruments

The following table presents the carrying amounts and estimated fair values of financial assets and liabilities that are not recorded at fair value on a recurring or non-recurring basis and their respective levels within the fair value hierarchy (in thousands). This table excludes cash and cash equivalents, restricted cash and cash equivalents, servicer payables and warehouse borrowings as these financial instruments are highly liquid or short-term in nature and as a result, their carrying amounts approximate fair value.



		December 31, 2017				December 31, 2016
	Fair Value Hierarchy	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Financial assets
Residential loans at amortized cost, net ⁽¹⁾	Level 3	$	443,056	$	432,518	$	480,920	$	490,562
Servicer and protective advances, net	Level 3	813,433		778,007		1,195,380		1,147,155

Financial liabilities ⁽¹⁾
Servicing advance liabilities ⁽²⁾	Level 3	478,838		483,462		781,734		782,570
Corporate debt ⁽³⁾⁽⁴⁾	Level 2	1,994,411		1,553,076		2,126,176		1,967,518
Mortgage-backed debt carried at amortized cost	Level 3	387,200		391,539		429,931		435,679

__________


(1)	Excludes loans subject to repurchase from Ginnie Mae and the related liability. The December 31, 2016 amounts disclosed above have been revised to reflect this exclusion.


(2)	The carrying amounts of servicing advance liabilities are net of deferred issuance costs, including those relating to line-of-credit arrangements, which are recorded in other assets.


(3)	The carrying amounts of corporate debt are net of the 2013 Revolver deferred issuance costs, which are recorded in other assets on the consolidated balance sheets.


(4)	Includes liabilities subject to compromise with a carrying value of $781.1 million and an estimated fair value of $358.8 million at December 31, 2017.

The following is a description of the methods and significant assumptions used in estimating the fair value of the Company’s financial instruments that are not measured at fair value on a recurring or non-recurring basis.

Residential loans at amortized cost, net — The methods and assumptions used to estimate the fair value of residential loans carried at amortized cost are the same as those described above for mortgage loans related to Non-Residual Trusts.

Servicer and protective advances, net — The estimated fair value of these advances is based on the net present value of expected cash flows. The determination of expected cash flows includes consideration of recoverability clauses in the Company’s servicing agreements, as well as assumptions related to the underlying collateral and when proceeds may be used to recover these receivables.

Servicing advance liabilities — The estimated fair value of the majority of these liabilities approximates carrying value as these liabilities bear interest at a rate that is adjusted regularly based on a market index.

Corporate debt — The Company’s 2013 Term Loan, Convertible Notes, and Senior Notes are not traded in an active, open market with readily observable prices. The estimated fair value of corporate debt is primarily based on an average of broker quotes.

Mortgage-backed debt carried at amortized cost — The methods and assumptions used to estimate the fair value of mortgage-backed debt carried at amortized cost are the same as those described above for mortgage-backed debt related to Non-Residual Trusts.

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Net Gains on Sales of Loans

Provided in the table below is a summary of the components of net gains on sales of loans (in thousands):



	For the Years Ended December 31,
	2017			2016
Realized gains on sales of loans	$	171,537		$	233,447
Change in unrealized gains on loans held for sale	10,309			(14,803		)
Losses on interest rate lock commitments	(22,632		)	(574		)
Losses on forward sales commitments	(31,662		)	(12,335		)
Losses on MBS purchase commitments	(2,749		)	(20,317		)
Capitalized servicing rights	132,581			196,963
Provision for repurchases	(6,991		)	(15,331		)
Interest income	34,126			41,824
Other	(128		)	574
Net gains on sales of loans	$	284,391		$	409,448

Net Fair Value Gains on Reverse Loans and Related HMBS Obligations

Provided in the table below is a summary of the components of net fair value gains on reverse loans and related HMBS obligations (in thousands):



	For the Years Ended December 31,
	2017			2016
Interest income on reverse loans	$	450,628		$	450,008
Change in fair value of reverse loans	(208,340		)	(111,687		)
Net fair value gains on reverse loans	242,288			338,321

Interest expense on HMBS related obligations ⁽¹⁾	(398,241		)	(412,090		)
Change in fair value of HMBS related obligations	198,372			132,791
Net fair value losses on HMBS related obligations	(199,869		)	(279,299		)
Net fair value gains on reverse loans and related HMBS obligations	$	42,419		$	59,022

__________


(1)	Excludes interest expense related to the warehouse facilities used to fund Ginnie Mae buyouts.

9. Freestanding Derivative Financial Instruments

The following table provides the total notional or contractual amounts and related fair values of derivative assets and liabilities as well as cash margin (in thousands):



	December 31, 2017						December 31, 2016
	Notional/ Contractual Amount		Fair Value				Notional/ Contractual Amount		Fair Value
	Notional/ Contractual Amount		Derivative Assets		Derivative Liabilities		Notional/ Contractual Amount		Derivative Assets		Derivative Liabilities
Interest rate lock commitments	$	1,509,712	$	26,637	$	269	$	3,046,549	$	53,394	$	4,193
Forward sales commitments	1,724,500		2,224		903		3,978,000		29,471		7,609
MBS purchase commitments	298,000		533		78		623,500		5,072		2
Total derivative instruments			$	29,394	$	1,250			$	87,937	$	11,804
Cash margin			$	—	$	1,533			$	—	$	30,941

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Derivative positions subject to netting arrangements include all forward sale commitments, MBS purchase commitments, and cash margin, as reflected in the table above, and allow the Company to net settle asset and liability positions, as well as associated cash margin, with the same counterparty. After consideration of these netting arrangements and offsetting positions by counterparties, the total net settlement amount as it relates to these positions were asset positions of $0.9 million and $5.5 million , and liability positions of $0.6 million and $9.0 million , at December 31, 2017 and 2016 , respectively.

During the fourth quarter of 2017, the Company terminated the previously disclosed master netting arrangements with two counterparties and entered into a new master netting arrangement associated with the DIP Warehouse Facilities. This new master netting arrangement allows for periodic offsetting of derivative positions and margins of two of the Company's counterparties against amounts associated with the DIP Warehouse Facilities. At December 31, 2017 , the Company's aggregate net derivative asset position with the two counterparties was $0.4 million . Refer to Note 20 for additional information regarding the DIP Warehouse Facilities.

Refer to Note 8 for a summary of the gains and losses on freestanding derivatives.

10. Residential Loans at Amortized Cost, Net

Residential loans at amortized cost, net consist of mortgage loans held for investment. The majority of these residential loans consist of loans subject to repurchase from Ginnie Mae and loans held in securitization trusts that have been consolidated. Refer to Note 6 for further information regarding VIEs.

Residential loans at amortized cost, net are comprised of the following components (in thousands):



	December 31,
	2017			2016
Unpaid principal balance ⁽¹⁾	$	1,021,172		$	701,944
Unamortized discounts and other cost basis adjustments, net ⁽²⁾	(29,371		)	(31,568		)
Allowance for loan losses	(6,347		)	(5,167		)
Residential loans at amortized cost, net ⁽³⁾	$	985,454		$	665,209

__________


(1)	Includes loans subject to repurchase from Ginnie Mae of $542.4 million and $184.3 million at December 31, 2017 and 2016 , respectively.


(2)	Includes $4.5 million of accrued interest receivable at December 31, 2017 and 2016 .


(3)	Includes $561.0 million and $202.3 million of mortgage loans that are not related to consolidated VIEs at December 31, 2017 and 2016 , respectively.

Allowance for Loan Losses

The allowance for loan losses relates only to the unpaid principal balance of loans not including loans subject to repurchase from Ginnie Mae. The following table summarizes the activity in the allowance for loan losses on residential loans at amortized cost, net (in thousands):



	For the Years Ended December 31,
	2017			2016
Balance at beginning of the year	$	5,167		$	4,457
Provision for loan losses ⁽¹⁾	3,643			2,701
Charge-offs, net of recoveries ⁽²⁾	(2,463		)	(1,991		)
Balance at end of the year	$	6,347		$	5,167

__________


(1)	Provision for loan losses is included in other expenses, net on the consolidated statements of comprehensive loss.


(2)	Includes charge-offs recognized upon foreclosure of real estate in satisfaction of residential loans of $1.0 million and $1.4 million for the years ended December 31, 2017 and 2016 , respectively.

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Aging of Past Due Residential Loans and Credit Risk Profile Based on Delinquencies

Residential loans at amortized cost that are not insured are placed on non-accrual status when any portion of the principal or interest is 90 days past due. When placed on non-accrual status, the related interest receivable is reversed against interest income of the current period. Interest income on non-accrual loans, if received, is recorded using the cash-basis method of accounting. Residential loans are removed from non-accrual status when there is no longer significant uncertainty regarding collection of the principal and the associated interest. If a non-accrual loan is returned to accruing status, the accrued interest existing at the date the residential loan is placed on non-accrual status and interest during the non-accrual period are recorded as interest income as of the date the loan no longer meets the non-accrual criteria. The past due or delinquency status of residential loans is generally determined based on the contractual payment terms. In the case of loans with an approved repayment plan, including plans approved by the bankruptcy court, delinquency is based on the modified due date of the loan. Loan balances are charged off when it becomes evident that balances are not collectible.

Factors that are important to managing overall credit quality and minimizing loan losses include sound loan underwriting, monitoring of existing loans, early identification of problem loans and timely resolution of problems. The Company primarily utilizes delinquency status to monitor the credit quality of the portfolio. The Company considers all loans 30 days or more past due to be non-performing and all loans that are current to be performing with regard to its credit quality profile. The Company had a recorded investment in loans that were 30 days or more past due of $74.4 million and $68.3 million at December 31, 2017 and 2016 , respectively.

Concentrations of Credit Risk

Concentrations of credit risk associated with the residential loan portfolio carried at amortized cost are limited due to the large number of customers and their dispersion across many geographic areas. At December 31, 2017 , the concentrations of homes securing these loans (represented by 5% or more of unpaid principal balance) were located in Texas, Florida, and Mississippi.

11. Residential Loans at Fair Value

Residential Loans Held for Investment

Residential loans held for investment and carried at fair value include reverse loans, mortgage loans related to Non-Residual Trusts and charged-off loans.

Credit Risk

Concentrations of credit risk associated with the residential loan portfolio carried at fair value and held for investment are limited due to the large number of customers and their dispersion across many geographic areas. At December 31, 2017 , the concentrations of homes securing reverse loans and mortgage loans related to Non-Residual Trusts (represented by 5% or more of unpaid principal balance) were located in California, Texas, Florida and New York.

The Company does not currently own residual interests in or provide credit support to the Non-Residual Trusts. This credit risk is considered in the fair value of the related mortgage loans.

HECMs are insured by the FHA. Although performing and nonperforming reverse loans are covered by FHA insurance, the Company may incur expenses and losses in the process of foreclosing on and liquidating these loans that are not reimbursable by FHA in accordance with program guidelines, such as a portion of foreclosure related legal fees and closing costs incurred on the sale of REO.

The charged-off loan portfolio was acquired for a substantial discount to face value and as a result, exposes the Company to minimal credit risk.

Residential Loans Held for Sale

The Company sells substantially all of its originated or purchased mortgage loans into the secondary market for securitization or to private investors as whole loans. The Company may retain the right to service these loans upon sale either through ownership of servicing rights or through subservicing arrangements. Refer to Note 7 for additional information regarding these sales of residential loans that are held for sale.

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A reconciliation of the changes in residential loans held for sale to the amounts presented on the consolidated statements of cash flows is presented in the following table (in thousands):



	For the Years Ended December 31,
	2017			2016
Balance at beginning of the year	$	1,176,280		$	1,334,300
Purchases and originations of loans held for sale	16,128,212			21,054,053
Proceeds from sales of and payments on loans held for sale ⁽¹⁾	(16,957,389		)	(21,467,419		)
Realized gains on sales of loans ⁽²⁾	171,537			233,447
Change in unrealized gains on loans held for sale ⁽²⁾	10,309			(14,803		)
Interest income ⁽²⁾	34,126			41,824
Loans acquired from Non-Residual Trusts ⁽³⁾	25,062			—
Other	416			(5,122		)
Balance at end of the year	$	588,553		$	1,176,280

__________


(1)	Excludes realized gains and losses on freestanding derivatives.


(2)	Amount is a component of net gains on sales of loans on the consolidated statements of comprehensive loss. Refer to Note 8 for additional information related to the components of net gains on sales of loans.


(3)	Loans acquired from Non-Residual Trusts upon exercise of mandatory call obligation.

Credit Risk

The Company is subject to credit risk associated with mortgage loans that it purchases and originates during the period of time prior to the sale of these loans. The Company considers credit risk associated with these loans to be insignificant as it holds the loans for a short period of time, which is, on average, approximately 20 days from the date of borrowing, and the market for these loans continues to be highly liquid. The Company is also subject to credit risk associated with mortgage loans it has repurchased as a result of breaches of representations and warranties during the period of time between repurchase and resale. At December 31, 2017 , the Company held $4.9 million in repurchased loans.

12. Receivables, Net

Receivables, net consist of the following (in thousands):



	December 31,
	2017			2016
Servicing rights holdback receivable ⁽¹⁾	$	31,336		$	73,365
Servicing fee receivables	24,838			35,698
Income tax receivables	17,477			95,874
Receivables related to Non-Residual Trusts	5,608			15,033
Other receivables	49,829			49,725
Total receivables	129,088			269,695
Less: Allowance for uncollectible receivables	(4,744		)	(1,733		)
Receivables, net	$	124,344		$	267,962

__________


(1)	Servicing rights holdback receivable relates primarily to sales of MSR to NRM. Refer to Note 5 for further information regarding transactions with NRM.

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13. Servicer and Protective Advances, Net

Servicer advances consist of principal and interest advances to certain unconsolidated securitization trusts to meet contractual payment requirements to credit owners. Protective advances consist of advances to protect the collateral being serviced by the Company and primarily include payments made for property taxes, insurance and foreclosure costs. Servicer and protective advances, net consist of the following (in thousands):



	December 31,
	2017			2016
Servicer advances	$	49,106		$	87,818
Protective advances	928,552			1,254,343
Total servicer and protective advances	977,658			1,342,161
Less: Allowance for uncollectible advances	(164,225		)	(146,781		)
Servicer and protective advances, net	$	813,433		$	1,195,380

The following table shows the activity in the allowance for uncollectible advances (in thousands):



	For the Years Ended December 31,
	2017			2016
Balance at beginning of the year	$	146,781		$	120,338
Provision for uncollectible advances	51,612			64,729
Charge-offs, net of recoveries and other ⁽¹⁾	(34,168		)	(38,286		)
Balance at end of the year	$	164,225		$	146,781

__________


(1)	Includes $11.3 million of transfers to payables and accrued liabilities on the consolidated balance sheets resulting from the sale of Fannie Mae MSR during the year ended December 31, 2016.

14. Servicing of Residential Loans

The Company services residential loans and real estate owned for itself and on behalf of third-party credit owners. The Company’s total servicing portfolio consists of accounts serviced for others for which servicing rights have been capitalized, accounts subserviced for others, and residential loans and real estate owned carried on the consolidated balance sheets, but excludes charged-off loans managed by the Servicing segment.

Provided below is a summary of the Company’s total servicing portfolio (dollars in thousands):



	December 31, 2017			December 31, 2016
	Number of Accounts	Unpaid Principal Balance		Number of Accounts	Unpaid Principal Balance
Third-party credit owners
Capitalized servicing rights	854,292	$	93,599,077	1,032,676	$	112,936,287
Capitalized subservicing ⁽¹⁾	29,681	3,242,241		130,018	7,426,803
Subservicing	712,040	99,500,678		804,461	113,392,035
Total third-party servicing portfolio	1,596,013	196,341,996		1,967,155	233,755,125
On-balance sheet residential loans and real estate owned	82,480	11,522,817		97,388	12,690,018
Total servicing portfolio	1,678,493	$	207,864,813	2,064,543	$	246,445,143

__________


(1)	Consists of subservicing contracts acquired through business combinations whereby the benefits from the contract are greater than adequate compensation for performing the servicing.

The Company's two largest subservicing customers represented approximately 69% and 21% of the Company's total subservicing portfolio based on unpaid principal balance at December 31, 2017 and approximately 56% and 23% of the Company's total subservicing portfolio based on unpaid principal balance at December 31, 2016 .

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The Company’s geographic diversification of its third-party servicing portfolio, based on the outstanding unpaid principal balance, is as follows (dollars in thousands):



	December 31, 2017					December 31, 2016
	Number of Accounts	Unpaid Principal Balance		Percentage of Total		Number of Accounts	Unpaid Principal Balance		Percentage of Total
California	181,126	$	35,774,862	18.2	%	224,408	$	42,939,204	18.4	%
Florida	134,124	16,247,905		8.3	%	163,186	19,530,088		8.4	%
Texas	127,442	11,378,660		5.8	%	152,485	12,935,308		5.5	%
Other <5%	1,153,321	132,940,572		67.7	%	1,427,076	158,350,525		67.7	%
Total	1,596,013	$	196,341,999	100.0	%	1,967,155	$	233,755,125	100.0	%

Net Servicing Revenue and Fees

The Company earns servicing income from its third-party servicing portfolio. The following table presents the components of net servicing revenue and fees, which includes revenues earned by the Servicing and Reverse Mortgage segments (in thousands):



	For the Years Ended December 31,
	2017			2016
Servicing fees ⁽¹⁾⁽²⁾	$	491,531		$	680,002
Incentive and performance fees ⁽¹⁾	59,660			70,197
Ancillary and other fees ⁽¹⁾⁽³⁾	83,753			98,055
Servicing revenue and fees	634,944			848,254
Change in fair value of servicing rights	(266,246		)	(480,476		)
Amortization of servicing rights ⁽⁴⁾⁽⁵⁾	(21,954		)	(21,801		)
Change in fair value of servicing rights related liabilities ⁽²⁾⁽⁶⁾	(62		)	(4,986		)
Net servicing revenue and fees	$	346,682		$	340,991

__________


(1)	Includes subservicing fees, incentive and performance fees, and ancillary and other fees related to servicing assets held by WCO of $5.1 million for the year ended December 31, 2016.


(2)	Includes a pass-through of $9.8 million relating to servicing rights sold to WCO for the year ended December 31, 2016.


(3)	Includes late fees of $56.8 million and $63.3 million for the years ended December 31, 2017 and 2016 , respectively.


(4)	Includes amortization of a servicing liability of $4.1 million and $7.1 million for the years ended December 31, 2017 and 2016 , respectively.


(5 )	Includes impairment of servicing rights and a servicing liability of $16.1 million and $6.9 million for the years ended December 31, 2017 and 2016 , respectively.


(6)	Includes interest expense on servicing rights related liabilities, which represents the accretion of fair value, of $16.3 million for the year ended December 31, 2016.

Servicing revenue and fees for the years ended December 31, 2017 and 2016 included $306.9 million and $458.9 million , respectively, from servicing Fannie Mae residential loans, $96.9 million and $85.2 million , respectively, from servicing Ginnie Mae loans and $67.5 million and $92.8 million , respectively, from servicing Freddie Mac loans.

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Servicing Rights

Servicing Rights Carried at Amortized Cost

The following table summarizes the activity in the carrying value of servicing rights carried at amortized cost by class (in thousands):



	Mortgage Loan			Reverse Loan
Balance at January 1, 2016	$	99,302		$	7,258
Sales	(318		)	—
Amortization	(20,332		)	(1,753		)
Impairment	(4,031		)	—
Balance at December 31, 2016	74,621			5,505
Amortization	(8,423		)	(1,494		)
Impairment	(11,732		)	—
Balance at December 31, 2017	$	54,466		$	4,011

Servicing rights accounted for at amortized cost are evaluated for impairment by strata based on their estimated fair values. The risk characteristics used to stratify servicing rights for purposes of measuring impairment are the type of loan products, which consist of manufactured housing loans, first lien residential mortgages and second lien residential mortgages for the mortgage loan class, and reverse mortgages for the reverse loan class. The fair value of servicing rights for the mortgage loan class and the reverse loan class was $59.7 million and $4.8 million , respectively, at December 31, 2017 and $79.9 million and $7.3 million , respectively, at December 31, 2016 . Fair value was estimated using the present value of projected cash flows over the estimated period of net servicing income.

The estimation of fair value requires significant judgment and uses key economic inputs and assumptions, which are provided in the table below:



	December 31, 2017				December 31, 2016
	Mortgage Loan		Reverse Loan		Mortgage Loan		Reverse Loan
Weighted-average remaining life in years ⁽¹⁾	4.5		2.8		5.1		2.6
Weighted-average discount rate	13.00	%	15.00	%	13.00	%	15.00	%
Conditional prepayment rate ⁽²⁾	5.91	%	N/A		6.51	%	N/A
Conditional default rate ⁽²⁾	2.45	%	N/A		2.33	%	N/A
Conditional repayment rate ⁽³⁾	N/A		36.01	%	N/A		32.28	%

__________


(1)	Represents the remaining weighted-average life of the related unpaid principal balance of the underlying collateral adjusted for assumptions for conditional repayment rate, conditional prepayment rate and conditional default rate, as applicable.


(2)	Voluntary and involuntary prepayment rates have been presented as conditional prepayment rate and conditional default rate, respectively.


(3)	Conditional repayment rate includes assumptions for both voluntary and involuntary rates as well as assumptions for the assignment of HECMs to HUD, in accordance with obligations as servicer.

The valuation of servicing rights is affected by the underlying assumptions above. Should the actual performance and timing differ materially from the Company’s projected assumptions, the estimate of fair value of the servicing rights could be materially different.

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Servicing Rights Carried at Fair Value

The following table summarizes the activity in servicing rights carried at fair value (in thousands):



	For the Years Ended December 31,
	2017			2016
Balance at beginning of the year ⁽¹⁾	$	949,593		$	1,682,016
Purchases	670			24,380
Servicing rights capitalized upon sales of loans	148,227			198,865
Sales	(117,470		)	(458,541		)
Other	—			(16,651		)
Change in fair value due to:
Changes in valuation inputs or other assumptions ⁽²⁾	(134,573		)	(243,645		)
Other changes in fair value ⁽³⁾	(131,673		)	(236,831		)
Total change in fair value	(266,246		)	(480,476		)
Balance at end of the year	$	714,774		$	949,593

__________


(1)	Includes servicing rights that were sold to WCO and accounted for as a financing of $16.9 million at January 1, 2016. These servicing rights qualified for sale accounting treatment during the year ended December 31, 2016.


(2)	Represents the change in fair value typically resulting from market-driven changes in interest rates and prepayment speeds.


(3)	Represents the realization of expected cash flows over time.

The fair value of servicing rights accounted for at fair value was estimated using the present value of projected cash flows over the estimated period of net servicing income. The estimation of fair value requires significant judgment and uses key economic inputs and assumptions, which are described in Note 8 . Should the actual performance and timing differ materially from the Company's projected assumptions, the estimate of fair value of the servicing rights could be materially different.

The following table summarizes the hypothetical effect on the fair value of servicing rights carried at fair value using adverse changes of 10% and 20% to the weighted average of the significant assumptions used in valuing these assets (dollars in thousands):



	December 31, 2017								December 31, 2016
			Decline in fair value due to								Decline in fair value due to
	Assumption		10% adverse change			20% adverse change			Assumption		10% adverse change			20% adverse change
Weighted-average discount rate	11.92	%	$	(29,892	)	$	(57,517	)	11.56	%	$	(41,926	)	$	(80,512	)
Weighted-average conditional prepayment rate	11.10	%	(27,261		)	(52,551		)	9.09	%	(30,513		)	(59,083		)
Weighted-average conditional default rate	0.91	%	(31,610		)	(63,832		)	0.88	%	(28,370		)	(57,854		)

The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. Changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, the effect of an adverse variation in a particular assumption on the fair value of the servicing rights is calculated without changing any other assumption, while in reality changes in one factor may result in changes in another, which may either magnify or counteract the effect of the change.

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Fair Value of Originated Servicing Rights

For mortgage loans sold with servicing retained, the Company used the following inputs and assumptions to determine the fair value of servicing rights at the dates of sale. These servicing rights are included in servicing rights capitalized upon sales of loans in the table presented above that summarizes the activity in servicing rights accounted for at fair value.



	For the Years Ended December 31,
	2017 ⁽¹⁾	2016
Weighted-average life in years	6.4	6.2
Weighted-average discount rate	14.27%	12.47%
Weighted-average conditional prepayment rate	9.14%	9.15%
Weighted-average conditional default rate	0.53%	0.34%

__________


(1)	Excludes inputs and assumptions related to servicing rights capitalized under the Company's co-issue program with NRM, which are classified as Level 2 within the fair value hierarchy.

15. Goodwill and Intangible Assets, Net

Goodwill and intangible assets were recorded in connection with various business combinations.

Goodwill

The table below sets forth the activity in goodwill by reportable segment (in thousands):



	Reportable Segment
	Servicing ⁽¹⁾			Originations		Total
Balance at January 1, 2016	$	320,164		$	47,747	$	367,911
Acquisition of RCS net assets	3,784			—		3,784
Impairment ⁽²⁾	(319,551		)	—		(319,551		)
Reclassification to assets held for sale ⁽³⁾	(4,397		)	—		(4,397		)
Balance at December 31, 2016 ⁽⁴⁾	$	—		$	47,747	$	47,747
Balance at December 31, 2017 ⁽⁴⁾	$	—		$	47,747	$	47,747

__________


(1)	The Servicing, Insurance and ARM reporting units are components of the Servicing segment.


(2)	As discussed in further detail below, the Company recorded goodwill impairment charges in its Servicing segment of $215.4 million , $91.0 million and $13.2 million during the second, third and fourth quarters of 2016, respectively.


(3)	Represents the goodwill balance associated with the Insurance business.


(4)	There were accumulated impairment losses relating to the Servicing segment of $470.6 million at December 31, 2017 and 2016 . There were accumulated impairment losses relating to the Reverse segment of $138.8 million at December 31, 2017 and 2016 .

The Company completed its annual goodwill impairment test effective October 1, 2017 . The Company determined that there was no impairment to the goodwill remaining in the Originations segment at this date. Similar to recent years, the Company has been impacted by continued challenges in the mortgage industry, including market conditions such as interest rate volatility and other developments, as well as the impact these factors have had on certain Company specific matters. Declines in expected future cash flows, reductions in expected future growth rates, increases in interest rates, or an increase in the risk-adjusted discount rate used to estimate fair value may result in a determination that an impairment adjustment is required, resulting in a change to earnings in a future period. The Company is likely to continue to be impacted in the near term by overall market performance within the sector, a continued level of regulatory scrutiny and other Company specific matters. As a result, the Company will continue to regularly monitor, among other things, its market capitalization, the overall economic and sector conditions and other events or circumstances that may result in an impairment of goodwill in the future.

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During the second quarter of 2016, the Company recorded goodwill impairment of $215.4 million , comprised of $194.1 million relating to the Servicing reporting unit and $21.3 million relating to the ARM reporting unit. The Servicing reporting unit impairment was driven by a decline in cash flows from lower than expected operating results due to continued challenges associated with certain company-specific matters, primarily due to delays in transitioning the Servicing business model to a more fee-for-service and capital-light business model, as well as external pressures that the sector continued to experience, including regulatory scrutiny and market volatility due to the declining interest rate environment. The ARM reporting unit impairment was primarily driven by lower cash flows due to the unsuccessful development of new business opportunities in this reporting unit. Additionally, as a result of the downward pressures on the Company's share price during the first half of 2016, the Company's market capitalization was reassessed, including the potential impact that the decline in market capitalization could have on the carrying value of goodwill. Management concluded that the aforementioned circumstances indicated that it was more likely than not that the fair value of the Servicing and ARM reporting units were below their respective carrying amounts, and accordingly, performed the Step 1 and Step 2 testing for these reporting units. The Step 1 testing indicated that both the Servicing and ARM reporting units had carrying values that exceeded the respective estimated fair values, and the Step 2 testing resulted in the conclusion that the carrying amount of the Servicing and ARM reporting units' goodwill exceeded the implied fair value. This impairment was primarily the result of an increased company-specific risk premium added to the discount rate that was applied to lower re-forecasted cash flows driven by the aforementioned circumstances.

During the third quarter of 2016, the Company recorded a goodwill impairment charge of $91.0 million relating to the Servicing reporting unit. The impairment indicator was continued elevated levels of expenses during the third quarter. The Company performed a Step 1 testing using a discounted cash flows model, which resulted in the carrying value exceeding the implied fair value, driven by a continuation of higher expense levels in the near term due to anticipated infrastructure investments and lower cash flows. Accordingly, the Step 2 testing was performed, which determined that the remaining Servicing reporting unit goodwill was impaired as of September 30, 2016.

During the fourth quarter of 2016, the Company recorded a goodwill impairment charge of $13.2 million relating to the ARM reporting unit. The impairment indicators included continued lack of new business. The Company performed the Step 1 testing using a discounted cash flows model, which resulted in the carrying value exceeding the implied fair value, driven by challenges in obtaining new business resulting in lower projected revenue in future periods and declining margins due to runoff of the purchased loan portfolio. Accordingly, the Step 2 testing was performed, which determined that the entire ARM reporting unit goodwill was impaired as of December 31, 2016.

Intangible Assets, Net

Amortization expense associated with intangible assets was $3.2 million and $12.0 million for the years ended December 31, 2017 and 2016 , respectively.

Intangible assets, net consist of the following (in thousands):



	December 31, 2017										December 31, 2016
	Gross Carrying Amount		Accumulated Amortization			Accumulated Impairment			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Accumulated Impairment			Net Carrying Amount
Customer relationships ⁽¹⁾	$	29,141	$	(25,233	)	$	—		$	3,908	$	29,141	$	(23,769	)	$	—		$	5,372
Institutional relationships	11,900		(5,560		)	(6,340		)	—		11,900		(5,222		)	(6,340		)	338
Other	10,000		(4,780		)	(395		)	4,825		10,000		(3,968		)	(395		)	5,637
Total intangible assets	$	51,041	$	(35,573	)	$	(6,735	)	$	8,733	$	51,041	$	(32,959	)	$	(6,735	)	$	11,347

__________


(1)	The balance as of December 31, 2016 excludes customer relationships related to the Insurance business with a net carrying amount of $54.0 million that were reclassified to assets held for sale.

During the third quarter of 2016, the Company recorded impairment charges of $6.7 million related to intangible assets in the Reverse Mortgage reporting unit. The Company tested these intangible assets for recoverability due to changes in facts and circumstances associated with the shift in strategic direction and reduced profitability expectations for this business. Based on the testing results, it was determined that the carrying value of the intangible assets was not recoverable, and an impairment charge was recorded to the extent that carrying value exceeded estimated fair value. The Company primarily used the income approach to determine the fair value of the intangible assets and calculate the amount of impairment.

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Based on the balance of intangible assets, net at December 31, 2017 , the following is an estimate of amortization expense for each of the next five years and thereafter (in thousands):



	Amortization Expense
2018	$	1,680
2019	1,336
2020	1,075
2021	871
2022	707
Thereafter	3,064
Total	$	8,733

16. Premises and Equipment, Net

Premises and equipment, net consist of the following (dollars in thousands):



	December 31,						Useful Life (in years)
	2017			2016			Useful Life (in years)
Computer software	$	246,271		$	239,868		3 - 7
Computer hardware	33,154			36,515			3
Leasehold improvements and office equipment	12,699			13,347			2 - 9
Furniture and fixtures	7,812			10,543			3
Assets in development	2,008			4,741
Total premises and equipment	301,944			305,014
Less: accumulated depreciation and amortization	(251,731		)	(222,386		)
Premises and equipment, net	$	50,213		$	82,628

The Company recorded depreciation and amortization expense for premises and equipment of $37.6 million and $47.5 million , which includes amortization expense for computer software of $31.0 million and $37.4 million , for the years ended December 31, 2017 and 2016 , respectively. Unamortized computer software costs were $38.7 million and $62.7 million at December 31, 2017 and 2016 , respectively.

17. Other Assets

Other assets consist of the following (in thousands):



	December 31,
	2017		2016
Real estate owned, net	$	116,553	$	104,554
Derivative instruments	29,394		87,937
Clean-up Call Agreement inducement fee	29,256		—
Prepaid expenses	26,834		18,086
Deferred debt issuance costs	21,341		6,879
Investment in WCO	7,816		19,403
Other	4,401		5,431
Total other assets	$	235,595	$	242,290

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18. Payables and Accrued Liabilities

Payables and accrued liabilities consist of the following (in thousands):



	December 31,
	2017		2016
Loans subject to repurchase from Ginnie Mae	$	542,398	$	184,289
Curtailment liability	140,905		121,305
Accounts payable and accrued liabilities	129,731		155,556
Employee-related liabilities	52,097		91,063
Accrued interest payable	33,322		9,414
Loan repurchase obligation	31,704		12,030
Originations liability	25,613		62,969
Servicing rights and related advance purchases payable	14,923		18,187
Uncertain tax positions ⁽¹⁾	5,601		9,414
Margin payable on derivative instruments	1,533		30,941
Derivative instruments	1,250		11,804
Other	41,191		52,039
Subtotal	1,020,268		759,011
Less: Liabilities subject to compromise ⁽²⁾	25,807		—
Total payables and accrued liabilities	$	994,461	$	759,011

__________


(1)	Included in the uncertain tax position at December 31, 2016 is $2.5 million related to the sale of the insurance business as described in Note 4 . In connection with the closing of the sale on February 1, 2017, the uncertain tax position related to the insurance business was reversed.


(2)	Liabilities subject to compromise consist of accrued interest related to the Senior Notes and Convertibles Notes. Refer to Note 3 for additional information.

Costs Associated with Exit Activities

During 2015, the Company took distinct actions to improve efficiencies within the organization, which included re-branding its mortgage business by consolidating Ditech Mortgage Corp and Green Tree Servicing into one legal entity with one brand. Additionally, the Company took measures to restructure its mortgage loan servicing operations and improve the profitability of the reverse mortgage business by streamlining its geographic footprint and strengthening its retail originations channel. These actions resulted in costs relating to the closing of offices and the termination of certain employees, as well as other expenses to institute efficiencies. The Company completed these activities in the fourth quarter of 2015. Furthermore, the Company made the decision during the fourth quarter of 2015 to exit the consumer retail channel of the Originations segment. The actions to improve efficiencies, re-brand the mortgage business, restructure the servicing operations and exit from the consumer retail channel are collectively referred to as the 2015 Actions herein.

In addition, during 2016, the Company initiated actions in connection with its continued efforts to enhance efficiencies and streamline processes, which included various organizational changes to the scale and proficiency of the Company's leadership team and support functions. Further, following a decision made in December 2016 and effective January 2017, the Company exited the reverse mortgage originations business, while maintaining its reverse mortgage servicing operations. These actions resulted in costs relating to the termination of certain employees and closing of offices. These actions are collectively referred to as the 2016 Actions herein.

The Company continued with the transformation of the business during 2017 in an effort to optimize the workforce, processes and functional locations of its businesses as it seeks to achieve sustainable growth. Accordingly, the Company incurred costs, including severance and related costs, office closures, and other costs in connection with its transformation efforts during 2017. The actions that have been and will be taken in connection with these efforts are collectively referred to as the 2017 Actions herein.

Over the next few years, the Company intends to consolidate its operations into three “core” Ditech sites in Fort Washington, PA , Jacksonville, FL and Tempe, AZ as well as one “core” RMS site in Houston, TX . The Irving, TX location was closed during 2017 and the remaining sites are undergoing strategic review and plans for them are expected to be finalized during 2018. These strategic reviews could result in additional site closings or other outcomes. The costs associated with such actions will be included in the exit liability as such time that each action is approved by management.

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The costs resulting from the 2015 Actions, 2016 Actions and 2017 Actions are recorded in salaries and benefits and general and administrative expenses on the Company's consolidated statements of comprehensive loss.

The following table presents the current period activity in the accrued exit liability resulting from each of the 2015 Actions, 2016 Actions and 2017 Actions described above, which is included in payables and accrued liabilities on the consolidated balance sheets, and the related charges and cash payments and other settlements associated with these actions (in thousands):



	For the Year Ended December 31, 2017
	2015 Actions			2016 Actions			2017 Actions			Total
Balance at January 1, 2017	$	988		$	11,878		$	—		$	12,866
Charges
Severance and related costs ⁽¹⁾	(57		)	25			9,059			9,027
Office closures and other costs	91			42			13,199			13,332
Total charges	34			67			22,258			22,359
Cash payments or other settlements
Severance and related costs	(163		)	(11,048		)	(5,400		)	(16,611		)
Office closures and other costs	(656		)	(560		)	(903		)	(2,119		)
Total cash payments or other settlements	(819		)	(11,608		)	(6,303		)	(18,730		)
Balance at December 31, 2017	$	203		$	337		$	15,955		$	16,495

Cumulative charges incurred
Severance and related costs	$	7,181		$	19,793		$	9,059		$	36,033
Office closures and other costs	6,626			3,820			13,199			23,645
Total cumulative charges incurred	$	13,807		$	23,613		$	22,258		$	59,678

Total expected costs to be incurred	$	13,807		$	23,613		$	22,741		$	60,161

__________


(1)	Includes adjustments to prior year accruals resulting from changes to previous estimates.

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The following table presents the current period activity for each of the 2015 Actions, 2016 Actions, and 2017 Actions described above by reportable segment (in thousands):



	For the Year Ended December 31, 2017
	Servicing			Originations			Reverse Mortgage			Other			Total Consolidated
Balance at January 1, 2017
2015 Actions	$	453		$	260		$	275		$	—		$	988
2016 Actions	4,323			1,023			2,222			4,310			11,878
2017 Actions	—			—			—			—			—
Total balance at January 1, 2017	4,776			1,283			2,497			4,310			12,866
Charges
2015 Actions ⁽¹⁾	(57		)	49			42			—			34
2016 Actions ⁽¹⁾	46			(147		)	22			146			67
2017 Actions	19,160			1,534			1,564			—			22,258
Total charges	19,149			1,436			1,628			146			22,359
Cash payments or other settlements
2015 Actions	(270		)	(232		)	(317		)	—			(819		)
2016 Actions	(4,146		)	(876		)	(2,227		)	(4,359		)	(11,608		)
2017 Actions	(4,137		)	(1,173		)	(993		)	—			(6,303		)
Total cash payments or other settlements	(8,553		)	(2,281		)	(3,537		)	(4,359		)	(18,730		)
Balance at December 31, 2017
2015 Actions	126			77			—			—			203
2016 Actions	223			—			17			97			337
2017 Actions	15,023			361			571			—			15,955
Total balance at December 31, 2017	$	15,372		$	438		$	588		$	97		$	16,495

Total cumulative charges incurred
2015 Actions	$	6,424		$	4,639		$	1,893		$	851		$	13,807
2016 Actions	11,648			989			5,248			5,728			23,613
2017 Actions	19,160			1,534			1,564			—			22,258
Total cumulative charges incurred	$	37,232		$	7,162		$	8,705		$	6,579		$	59,678

Total expected costs to be incurred
2015 Actions	$	6,424		$	4,639		$	1,893		$	851		$	13,807
2016 Actions	11,648			989			5,248			5,728			23,613
2017 Actions	19,578			1,534			1,564			65			22,741
Total expected costs to be incurred	$	37,650		$	7,162		$	8,705		$	6,644		$	60,161

__________


(1)	Includes adjustments to prior year accruals resulting from changes to previous estimates.

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19. Servicing Advance Liabilities

Servicing advance liabilities, which are carried at amortized cost, consist of the following (in thousands):



	December 31,
	2017		2016
Servicing advance facilities ⁽¹⁾	$	421,165	$	708,462
Early Advance Reimbursement Agreement	62,297		74,767
Total servicing advance liabilities	$	483,462	$	783,229

__________


(1)	Servicing advance facilities are net of $1.5 million in deferred issuance costs relating to term notes at December 31, 2016.

At December 31, 2017, the Company's subsidiaries have a Securities Master Repurchase Agreement under the DIP Warehouse Facilities and an Early Advance Reimbursement Agreement with Fannie Mae, which, in each case, are used to fund servicer and protective advances that are the responsibility of the Company under certain servicing agreements. The Securities Master Repurchase Agreement and the Early Advance Reimbursement Agreement had an aggregate capacity of $650.0 million at December 31, 2017 . The interest rates on these facilities are based on 1-month LIBOR plus 2.50% or 3-month LIBOR plus 3.00% , and have various expiration dates through February 2019 . The facilities had a weighted-average stated interest rate of 4.61% and 3.32% at December 31, 2017 and 2016 , respectively. Payments on the amounts due under these agreements are paid from certain proceeds received by the subsidiaries (i) in connection with the liquidation of mortgaged properties, (ii) from repayments received from mortgagors, or (iii) from reimbursements received from the owners of the mortgage loans, such as Fannie Mae, Freddie Mac and private label securitization trusts, or (iv) issuance of new notes or other refinancing transactions. Accordingly, repayment of the servicing advance liabilities is dependent on the proceeds that are received on the underlying advances associated with the agreements.

Servicing Advance Facilities

Securities Master Repurchase Agreement

Effective December 5, 2017, the Company entered into an agreement with certain existing warehouse lenders to provide a warehouse facility during the Chapter 11 Case and Exit Warehouse Facilities until February 2019. The DIP Warehouse Facilities, which have a total capacity of $1.9 billion , provide up to $550.0 million to finance advances related to mortgage loan servicing activities under a Securities Master Repurchase Agreement. The Securities Master Repurchase Agreement was used to fund the purchase of the existing variable funding notes issued under the GTAAFT facility as well as new variable funding notes issued under the DPAT Facility. The variable funding notes outstanding under these facilities were pledged as collateral under the Securities Master Repurchase Agreement. The Securities Master Repurchase Agreement had $473.0 million of collateral pledged by the Company's subsidiaries under these agreements at December 31, 2017 .

The Securities Master Repurchase Agreement and DIP Warehouse facilities contain customary events of default and covenants, including financial covenants. Ditech Financial was in compliance with the financial covenants at December 31, 2017 .

Early Advance Reimbursement Agreement

Ditech Financial's Early Advance Reimbursement Agreement with Fannie Mae is used exclusively to fund certain principal and interest, servicer and protective advances that are the responsibility of Ditech Financial under its Fannie Mae servicing agreements. This agreement was renewed in March 2017 and expires in March 2018 . In March 2018, the Company executed an amendment effective April 1, 2018, which extends this agreement to December 31, 2018 at which time this facility will terminate. Upon termination, any remaining balance would become due and payable. At December 31, 2017 , the Company had borrowings of $62.3 million under the Early Advance Reimbursement Agreement, which had a capacity of $100.0 million .

The Company's subsidiaries are dependent on the ability to secure servicing advance facilities on acceptable terms and to renew, replace or resize existing facilities as they expire. If the Company fails to comply with the terms of an agreement that results in an event of default or breach of covenant without obtaining a waiver or amendment, the Company may be subject to termination of future funding, enforcement of liens against assets securing the respective facility, repurchase of assets pledged in a repurchase agreement, acceleration of outstanding obligations, or other adverse actions.

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Post-Bankruptcy Emergence

On February 12, 2018, the Securities Master Repurchase Agreement was repaid with proceeds from the issuance of variable funding notes under two new servicing advance facilities, the DAAT Facility and DPATII Facility. The DAAT Facility and DPATII Facility acquired the outstanding advances from the GTAAFT Facility and DPAT Facility, respectively, and the variable funding notes under the GTAAFT Facility and DPAT Facility, which had been pledged as collateral under the Securities Master Repurchase Agreement, were fully redeemed. The DAAT Facility and DPATII Facility have aggregate capacities of $475.0 million and $75.0 million , respectively. The interest on the variable funding notes issued under the DAAT Facility and DPATII Facility is based on the lender's applicable index , plus a per annum margin of 2.25% , and have an expected repayment date of February 2019 . These facilities, together with Ditech Financial's master repurchase agreement used to fund originations and RMS's master repurchase agreement used to finance the repurchases of certain HECMs and real estate owned from Ginnie Mae securitization pools, are subject, collectively, to a combined maximum outstanding amount of $1.9 billion under the Exit Warehouse Facilities.

In connection with the DAAT Facility and DPATII Facility, Ditech Financial sells and/or contributes the rights to reimbursement for servicer and protective advances to a depositor entity, which then sells and/or contributes such rights to reimbursement to an issuer entity. Each of the issuer and the depositor entities under these facilities is structured as a bankruptcy remote special purpose entity and is the sole owner of its respective assets. Advances made under the DAAT Facility and DPATII Facility are held in two separate trusts: the existing DAAT, used to hold GSE advances, and DPATII, used to hold non-GSE advances. These facilities provide funding for servicer and protective advances made in connection with Ditech Financial's servicing of certain Fannie Mae, Freddie Mac and other mortgage loans, and is non-recourse to us. These facilities contain customary events of default and covenants, including financial covenants. Financial covenants most sensitive to the Company's operating results and financial position are the requirements that Ditech Financial maintain minimum tangible net worth, indebtedness to tangible net worth, minimum liquidity and profitability requirements.

20. Warehouse Borrowings

The Company's subsidiaries enter into master repurchase agreements with lenders providing warehouse facilities. The warehouse facilities are used to fund the origination and purchase of residential loans, as well as the repurchase of certain HECMs and real estate owned from Ginnie Mae securitization pools. Effective December 5, 2017, the Company entered an agreement with certain existing warehouse lenders to provide the DIP Warehouse Facilities during the Chapter 11 Case and Exit Warehouse Facilities until February 2019. At December 31, 2017 , the DIP Warehouse Facilities, which have a total capacity of $1.9 billion , include a master repurchase agreement that provides up to $750.0 million to finance Ditech Financial's origination business and a master repurchase agreement that provides up to $800.0 million to finance the repurchases of certain HECMs and real estate owned from Ginnie Mae securitization pools. The capacity under these master repurchase agreements is provided on a committed basis.

At December 31, 2017 , the interest rates on the facilities were based on 3-month LIBOR plus 3.00% or 4.50% . Upon the Effective Date of the Prepackaged Plan, the facilities have an expiration date of February 2019 . The facilities had a weighted-average stated interest rate of 5.47% and 3.27% at December 31, 2017 and 2016 , respectively. At December 31, 2017 , $520.4 million of the outstanding borrowings were secured by $563.5 million in originated and purchased residential loans and $564.8 million of outstanding borrowings were secured by $699.4 million in repurchased HECMs and real estate owned.

Borrowings utilized to fund the origination and purchase of residential loans are due upon the earlier of sale or securitization of the loan or within 90 days of borrowing. On average, the Company sells or securitizes these loans approximately 20 days from the date of borrowing. Borrowings utilized to repurchase HECMs and real estate owned are due upon the earlier of receipt of claim proceeds from HUD or receipt of proceeds from liquidation of the related real estate owned. In any event, borrowings associated with certain repurchased HECMs and real estate owned are due within 180 days. In accordance with the terms of the agreements, the Company may be required to post cash collateral should the fair value of the pledged assets decrease below certain contractual thresholds. The Company is exposed to counterparty credit risk associated with the repurchase agreements in the event of non-performance by the counterparties. The amount at risk during the term of the repurchase agreement is equal to the difference between the amount borrowed by the Company and the fair value of the pledged assets. The Company mitigates this risk through counterparty monitoring procedures, including monitoring of the counterparties' credit ratings and review of their financial statements.

All of the Company’s master repurchase agreements contain customary events of default and financial covenants. Financial covenants that are most sensitive to the operating results of the Company's subsidiaries and resulting financial position are minimum tangible net worth requirements, indebtedness to tangible net worth ratio requirements, and minimum liquidity and profitability requirements. The Company's subsidiaries were in compliance with the terms of these agreements, including financial covenants, at December 31, 2017.

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During 2017, Ditech Financial and RMS received waivers and/or amendments on its previous facilities, required as a result of the Restatement and conclusions reached regarding the Company's ability to continue as a going concern, as described in Note 2 to the Consolidated Financial Statements. Two of the Ditech Financial master repurchase agreements that contained profitability covenants were also amended to allow for a net loss under such covenants for the quarter ending September 30, 2017 as applicable to the terms of each respective agreement. These amendments, among other things, reduced the advance rates on certain facilities.

The Company's subsidiaries are dependent on the ability to secure warehouse facilities on acceptable terms and to renew, replace or resize existing facilities as they expire. If the Company fails to comply with the terms of an agreement that results in an event of default or breach of covenant without obtaining a waiver or amendment, the Company may be subject to termination of future funding, enforcement of liens against assets securing the respective facility, repurchase of assets pledged in a repurchase agreement, acceleration of outstanding obligations, or other adverse actions.

Post-Bankruptcy Emergence

On February 9, 2018 , upon the Effective Date of the Prepackaged Plan the DIP Warehouse Facilities transitioned into the Exit Warehouse Facilities whereupon the Ditech Financial master repurchase agreement and RMS master repurchase agreement amended under the DIP Warehouse Facilities will continue to provide financing for Ditech Financial's origination business and will continue to finance the repurchases of certain HECMs and real estate owned from Ginnie Mae securitization pools. Upon the Effective Date, the facilities were amended to, among other things, extend the maturity date to February 2019 , change the interest rate to the lender's applicable index , plus a per annum margin of 2.25% or 3.25% , increase the amount available to finance Ditech Financial's origination business from $750.0 million to $1.0 billion and increase the maximum repayment term for certain repurchased HECMs from 180 days to 365 days . On March 29, 2018, Ditech Financial and RMS amended their respective master repurchase agreements to provide for a 30 day extension to the deadline to deliver audited annual financial statements in respect to Ditech Financial, RMS and Ditech Holding for the year ended December 31, 2017. As a result of such amendment, Ditech Financial and RMS are permitted to deliver the relevant Ditech Financial and RMS audited annual financial statements for the year ended December 31, 2017 within 120 days (formerly 90 days) before triggering a default or event of default or otherwise constituting a breach of any representation, warranty or covenant under its master repurchase agreement. These facilities, together with the DAAT Facility and DPATII Facility used to fund advances, are subject, collectively, to a combined maximum outstanding amount of $1.9 billion under the Exit Warehouse Facilities. All of the Company’s master repurchase agreements under the Exit Warehouse Facilities contain customary events of default and financial covenants. Financial covenants that are most sensitive to the operating results of the Company's subsidiaries and resulting financial position are minimum tangible net worth requirements, indebtedness to tangible net worth ratio requirements, and minimum liquidity and profitability requirements. The Company's subsidiaries were in compliance with the terms of these agreements, including financial covenants, at December 31, 2017.

21. Corporate Debt

Corporate debt consists of the following (dollars in thousands):



	December 31, 2017				December 31, 2016
	Amortized Cost		Weighted- Average Stated Interest Rate ⁽¹⁾		Amortized Cost		Weighted- Average Stated Interest Rate ⁽¹⁾
2013 Term Loan (unpaid principal balance of $1,229,590 and $1,416,500 at December 31, 2017 and 2016, respectively)	$	1,214,663	5.31	%	$	1,394,658	4.75	%
Senior Notes (unpaid principal balance of $538,662 at December 31, 2017 and 2016)	538,662		7.875	%	529,738		7.875	%
Convertible Notes (unpaid principal balance of $242,468 at December 31, 2017 and 2016)	242,468		4.50	%	204,604		4.50	%
Subtotal	1,995,793				2,129,000
Less: Liabilities subject to compromise ⁽²⁾	781,130				—
Total corporate debt	$	1,214,663			$	2,129,000

__________


(1)	Represents the weighted-average stated interest rate, which may be different from the effective rate, which considers the amortization of discounts and issuance costs.


(2)	Liabilities subject to compromise consists of the Senior Notes and Convertibles Notes. Refer to Note 3 for additional information.

The effective interest rate on corporate debt was 6.43% and 6.64% for the years ended December 31, 2017 and 2016 , respectively.

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The following table provides the contractual maturities (by unpaid principal balance) of corporate debt at December 31, 2017 (in thousands):



	Corporate Debt
2018 ⁽¹⁾	$	110,590
2019 ⁽²⁾	242,468
2020	1,119,000
2021 ⁽²⁾	538,662
Total	$	2,010,720

__________


(1)	During the first quarter of 2018, the Company made payments totaling $110.6 million due under the 2013 Credit Agreement and related amendments as well as the Term Loan RSA and related amendments in place at December 31, 2017. These payments do not include contractual payments due under the terms of the 2018 Credit Agreement.


(2)	The unpaid principal balance on the Convertible Notes of $242.5 million due in 2019 and the unpaid principal balance on the Senior Notes of $538.7 million due in 2021 were included in liabilities subject to compromise on the consolidated balance sheets at December 31, 2017. On February 9, 2018 the outstanding Convertible Notes and Senior Notes were canceled. See below for additional information.

Term Loans and Revolver

The Company had a 2013 Term Loan in the original principal amount of $1.5 billion and a $100.0 million 2013 Revolver. The Company’s obligations under the 2013 Secured Credit Facilities were guaranteed by substantially all of the Company’s subsidiaries and secured by substantially all of the Company’s assets subject to certain exceptions, the most significant of which are the assets of the consolidated Residual and Non-Residual Trusts, the residential loans and real estate owned of the Ginnie Mae securitization pools, and advances of the consolidated financing entities. Refer to the Consolidated Variable Interest Entities section of Note 6 for additional information.

The terms of the 2013 Secured Credit Facilities at December 31, 2017 are summarized in the table below.



Debt Agreement	Interest Rate	Amortization	Maturity/Expiration
2013 Term Loan	1-month LIBOR plus 3.75% 1-month LIBOR floor of 1.00%	1.00% per annum beginning 1st quarter 2014; remainder at final maturity	December 18, 2020
2013 Revolver	1-month LIBOR plus 3.75%	Bullet payment at maturity	December 19, 2018

There had been no borrowings under the 2013 Revolver. Under the 2013 Credit Agreement, in order to borrow in excess of 20% of the committed amount under the 2013 Revolver, the Company must satisfy both a specified interest coverage ratio and specified total leverage ratio, as defined in the 2013 Credit Agreement, on a pro forma basis after giving effect to the borrowing. The Company did not satisfy these ratios during 2017, and as a result the maximum amount the Company would have been able to borrow on the 2013 Revolver was $20.0 million . At December 31, 2017 , the Company had outstanding $19.5 million in issued LOCs, which reduce the amount available under the 2013 Revolver to $0.5 million . The commitment fee on the unused portion of the 2013 Revolver is 0.50% per year.

During the year ended December 31, 2016, the Company repurchased $7.2 million in principal balance of the 2013 Term Loan for $6.3 million resulting in a gain on extinguishment of debt of $0.9 million , which is recorded in net gains (losses) on extinguishment of debt on the consolidated statements of comprehensive loss.

During the year ended December 31, 2017, in accordance with 2013 Credit Agreement and related amendments, as well as the Term Loan RSA and related amendments, the Company made principal payments on the 2013 Term Loan totaling $186.9 million , resulting in a loss on extinguishment of debt of $1.8 million , due to the write-off of deferred financing fees and discount.

During the first quarter of 2018, in accordance with 2013 Credit Agreement and related amendments, as well as the Term Loan RSA and related amendments, the Company made principal payments on the 2013 Term Loan totaling $73.1 million and in accordance with the 2018 Credit Agreement, upon the Effective Date, the Company made an additional principal payment totaling $37.5 million .

On February 9, 2018 , as a result of the Prepackaged Plan, the Company entered into the 2018 Credit Agreement, which amended the terms of the 2013 Credit Agreement. See the Post-Bankruptcy Emergence section below for additional information.

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Senior Notes

In December 2013, the Company completed the sale of $575.0 million Senior Notes. The Senior Notes pay interest semi-annually on June 15 and December 15, commencing on June 15, 2014 , at a rate of 7.875% per annum, and were scheduled to mature on December 15, 2021 .

At December 31, 2017, the outstanding balance of Senior Notes as well as accrued interest on the Senior Notes of $19.4 million were included in liabilities subject to compromise on the consolidated balance sheets. On February 9, 2018 the Senior Notes were canceled and each holder of a Senior Notes claim received its pro rata share of (a) Second Lien Notes and (b) mandatorily convertible preferred stock. See Post Bankruptcy Emergence section below and Note 26 for additional information.

During the fourth quarter of 2017, the remaining unamortized deferred financing fees on the Senior Notes of $7.5 million were written off and included as an expense within reorganization items on the consolidated statements of comprehensive loss.

Convertible Notes

In October 2012, the Company closed on a registered underwritten public offering of $290 million aggregate principal amount of Convertible Notes. The Convertible Notes pay interest semi-annually on May 1 and November 1, commencing on May 1, 2013 , at a rate of 4.50% per annum, and were scheduled to mature on November 1, 2019 .

During the year ended December 31, 2016, the Company repurchased Convertible Notes with a carrying value of $39.3 million and unpaid principal balance of $47.5 million for $24.8 million resulting in a gain on extinguishment of debt of $14.5 million , which is recorded in net gains (losses) on extinguishment of debt on the consolidated statements of comprehensive loss.

At December 31, 2017, the outstanding balance of Convertible Notes as well as accrued interest on the Convertible Notes of $6.4 million were included in liabilities subject to compromise on the consolidated balance sheets. On February 9, 2018 , the Convertible Notes were canceled and each holder of a Convertible Notes claim received common stock and warrants. See Note 26 for additional information.

During the years ended December 31, 2017 and 2016 , the Company recorded $21.0 million and $24.5 million , respectively, in interest expense related to its Convertible Notes, which included $10.1 million and $11.2 million , respectively, in amortization of discount. The effective interest rate of the liability component of the Convertible Notes, which includes the amortization of discount and debt issuance costs, was 10.0% and 11.0% for the years ended December 31, 2017 and 2016 , respectively.

During the fourth quarter of 2017, the remaining unamortized discount on the Convertible Notes of $24.6 million and remaining unamortized deferred financing fees on the Convertible Notes of $2.3 million were written off and included as an expense within reorganization items on the consolidated statements of comprehensive loss.

Post-Bankruptcy Emergence

2018 Credit Agreement

On February 9, 2018 , the Company entered into the 2018 Credit Agreement, which includes a $1.2 billion 2018 Term Loan. The 2018 Credit Agreement amends and restates the Company’s 2013 Credit Agreement and was subsequently amended as described below. The 2013 Revolver and issued letters of credit were terminated as part of the 2018 Credit Agreement. The Company's obligations under the 2018 Credit Agreement are guaranteed by substantially all of the Company’s subsidiaries and secured by substantially all of the assets of the Company subject to certain exceptions, the most significant of which are the assets of the consolidated Residual and Non-Residual Trusts, the residential loans and real estate owned of the Ginnie Mae securitization pools, and advances of the consolidated financing entities that have been recorded on the Company's consolidated balance sheets. Refer to the Consolidated Variable Interest Entities section of Note 6 for additional information.

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The 2018 Term Loan will bear interest at a rate equal to, at the Company's option (i) LIBOR plus 6.00% , subject to a LIBOR floor of 1.00% or (ii) an alternate base rate plus 5.00% (which interest will be payable (a) with respect to any alternate base rate loan, the last business day of each March, June, September and December, and (b) with respect to any LIBOR loan, the last day of the interest period applicable to the borrowing of which such loan is a part). The 2018 Term Loan matures on June 30, 2022 . In addition to a payment of $37.5 million made upon the Effective Date, the 2018 Term Loan amortizes in quarterly installments, in the amounts listed below (in thousands):



Repayment Date	Principal Amount ⁽¹⁾
March 2018	$	7,500
June 2018	7,500
September 2018	7,500
December 2018	7,500
March 2019	10,000
June 2019	26,700
September 2019	36,700
December 2019	36,700
each March, June, September and December thereafter	15,000

__________


(1)	As noted below, on March 29, 2018, the 2018 Credit Agreement was amended to, among other things, require the Company to make additional principal payments from March 29, 2018 to December 31, 2018 in an aggregate amount equal to $30.0 million . These additional principal payments are not reflected in this table.

In addition to the quarterly installments detailed above, mandatory repayment obligations under the 2018 Credit Agreement include, subject to exceptions, (i) 100% of the net sale proceeds from the sale or other disposition of certain non-core assets of the Company and of certain of the Company’s subsidiaries, (ii) 80% of the net sale proceeds of certain non-ordinary course asset sales and dispositions of certain bulk MSR, (iii) 100% of the net cash proceeds from the issuance of certain indebtedness and (iv) beginning with the fiscal year ending December 31, 2018, 50% of the Company’s excess cash flow as defined in the agreement. The 2018 Credit Agreement allows the Company to prepay, in whole or in part, the Company’s borrowings outstanding thereunder, together with any accrued and unpaid interest, with prior notice and subject to the prepayment premium described below and breakage or redeployment costs.

On March 29, 2018, the Company entered into an amendment to 2018 Credit Agreement to (i) waive the Company’s compliance with the first lien net leverage ratio covenant and the interest expense coverage ratio covenant until the test period ending March 31, 2020, (ii) require the Company to make additional principal payments from March 29, 2018 to December 31, 2018 in an aggregate amount equal to $30.0 million , (iii) provide for a one percent prepayment premium in connection with prepayments of the term loans made during the first 18 months after entering into this amendment (for all prepayments of principal other than mandatory amortization payments and the payments described in the foregoing clause (ii)), and (iv) increase certain asset coverage ratios for all test periods ending on March 31, 2018 through December 31, 2018.

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Second Lien Notes

On February 9, 2018 , pursuant to the terms of the Prepackaged Plan, the Company issued $250.0 million aggregate principal amount of Second Lien Notes to each holder of a Senior Notes claim on a pro rata basis. The Second Lien Notes pay interest in arrears semi-annually on June 15 and December 15, commencing on June 15, 2018 , at a rate of 9.00% per year, and mature December 31, 2024 . The Second Lien Notes require payment of interest in cash, except that interest on up to $50.0 million principal amount, at the election of the Company, may be paid by increasing the principal amount of the outstanding notes or by issuing additional notes. The terms of the 2018 Credit Agreement require that the Company exercise such election. The Second Lien Notes are secured on a second-priority basis by substantially all of the Company's assets and are guaranteed by substantially all of the Company's subsidiaries. The Second Lien Notes and the guarantees thereof are subordinated to the prior payment in full of the 2018 Credit Agreement and certain other senior indebtedness (as defined and to the extent set forth in the Second Lien Notes Indenture).

22. Mortgage-Backed Debt

Mortgage-backed debt consists of debt issued by the Residual and Non-Residual Trusts that have been consolidated by the Company. The mortgage-backed debt of the Residual Trusts is carried at amortized cost while the mortgage-backed debt of the Non-Residual Trusts is carried at fair value.

Provided in the table below is information regarding the mortgage-backed debt (dollars in thousands):



	December 31, 2017				December 31, 2016
	Carrying Value		Weighted-Average Stated Interest Rate ⁽¹⁾		Carrying Value		Weighted-Average Stated Interest Rate ⁽¹⁾
Mortgage-backed debt at amortized cost (unpaid principal balance of $391,208 and $434,667 at December 31, 2017 and 2016, respectively)	$	387,200	6.07	%	$	429,931	6.07	%
Mortgage-backed debt at fair value (unpaid principal balance of $353,262 and $518,317 at December 31, 2017 and 2016, respectively)	348,682		6.26	%	514,025		5.70	%
Total mortgage-backed debt	$	735,882	6.16	%	$	943,956	5.87	%

__________


(1)	Represents the weighted-average stated interest rate, which may be different from the effective rate, which considers the amortization of discounts and issuance costs.

Borrower remittances received on the residential loans of the Residual and Non-Residual Trusts collateralizing this debt and draws under LOCs issued by a third party and serving as credit enhancements to certain of the Non-Residual Trusts are used to make principal and interest payments due on the mortgage-backed debt. The Trust Notes issued by the Residual Trusts have final maturities ranging from 2036 to 2040 . The m aturity of the Company's mortgage-backed debt is directly affected by the rate of principal prepayments on the collateral. As a result, the actual m aturity of the mortgage-backed debt is likely to occur earlier than the stated maturity. Certain of the Company’s mortgage-backed debt issued by the Residual Trusts is subject to voluntary redemption according to the specific terms of the respective indenture agreements, including the option to exercise a clean-up call. At December 31, 2017 , mortgage-backed debt was collateralized by $763.2 million of assets including residential loans, receivables related to the Non-Residual Trusts, real estate owned and restricted cash and cash equivalents. Refer to the Consolidated Variable Interest Entities section of Note 6 for further information.

23. HMBS Related Obligations

The weighted-average stated interest rate on HMBS related obligations was 4.25% and 4.09% at December 31, 2017 and 2016 , respectively. At December 31, 2017 , the weighted-average remaining life was 3.7 years. The unpaid principal balance and the carrying value of residential loans and real estate owned pledged as collateral to the securitization pools was $8.6 billion and $9.0 billion , respectively, at December 31, 2017 .

24. Share-Based Compensation

Effective May 17, 2017, the Company established the 2017 Plan, which permits the grant of stock options, restricted stock, RSUs, performance shares and other awards to the Company’s officers, employees, non-employee directors and consultants and advisors. The 2017 Plan permits that the number of authorized shares of common stock reserved for issuance under the plan total 3,650,000 shares, which includes shares that were not awarded under the 2011 Plan. No new awards will be granted under the 2011 Plan; however, prior awards will remain outstanding in accordance with the terms of the 2011 Plan.

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The 2017 Plan is administered by the Compensation and Human Resources Committee, which is comprised of two or more independent members of the Board of Directors. Under the 2017 Plan, the maximum number of shares may be granted to any participant other than a non-employee director in any calendar year is 1.5 million shares, and the maximum number of shares that may be paid to any non-employee director in any calendar year is 200,000 shares determined as of the date of payout. The aggregate value of all compensation paid to a non-employee director in any calendar year may not exceed $500,000 . Each contractual term of an option granted is fixed by the Compensation Committee, and except for limited circumstances, the term cannot exceed ten years from the grant date. Restricted stock, RSUs and performance-share awards have a vesting period as defined by the applicable award agreement.

At December 31, 2017 , there were 3,018,054 shares underlying the 2017 Plan that were authorized, but not yet granted. The Company issues new shares of stock upon the exercise of stock options and the vesting of restricted stock, RSUs and performance shares. Awards of stock options, restricted stock, and RSUs granted in recent years generally vest over a three or four year period and are based on service. Awards of performance shares granted in recent years generally vest over a three year performance period and are based on service and a market-based or company-based performance condition.

Post-Bankruptcy Emergence

Subsequent to year end and on the Effective Date, all awards previously granted by the Company under the 2011 and 2017 Plans that were outstanding at December 31, 2017 were canceled in connection with the Company's emergence from bankruptcy. The Company reserved 3,193,750 shares of the successor Company's common stock issued on the Effective Date for issuance under an equity incentive plan.

Stock Options

The following table summarizes the activity for stock options granted by the Company:



	Shares		Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in $000s)
Outstanding at January 1, 2016	3,010,233		$	21.87	5.56	$	443
Granted	1,272,293		5.69
Exercised	(64,220	)	2.89			200
Forfeited or expired	(311,309	)	16.51
Outstanding at December 31, 2016	3,906,997		17.34		5.74	1,809
Forfeited or expired	(374,196	)	13.03
Outstanding at December 31, 2017 ⁽¹⁾	3,532,801		17.79		4.63	—

Exercisable at December 31, 2017 ⁽¹⁾	2,655,687		20.80		3.95	—
Options expected to vest as of December 31, 2017 ⁽¹⁾	863,728		8.76		6.67	—

__________


(1)	Subsequent to year end and on the Effective Date, all outstanding options at December 31, 2017 were canceled in connection with the Company's emergence from bankruptcy.

The grant-date fair value of stock options granted to employees and directors of the Company during the year ended December 31, 2016 was $1.8 million . There were no options granted during the year ended December 31, 2017. The weighted-average grant-date fair value of stock options granted during the year ended December 31, 2016 was $1.42 . The total amount of cash received by the Company from the exercise of stock options was $0.2 million for the year ended December 31, 2016 . The total fair values of options that vested during the years ended December 31, 2017 and 2016 were $0.6 million and $10.4 million , respectively.

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Method and Assumptions Used to Estimate Fair Values of Options

The weighted-average assumptions the Company used to value options are shown below.



	For the Year Ended December 31, 2016
Risk-free interest rate	0.99	%
Dividend yield	—	%
Expected life (years)	4.84
Volatility	56.96	%
Forfeiture rate	5.85	%

The risk-free interest rate is based on the U.S. Treasury yield in effect at the grant date with a term equal to the expected life of the option. The expected life of the options represents the period of time the options are expected to be outstanding. The dividend yield is based on the Company’s estimated annual dividend payout at the grant date. Volatility is based on the Company’s historical data and the forfeiture rate is based on historical termination experience.

Non-Vested Share Activity

The Company’s non-vested share-based awards consist of RSUs and performance shares. The grant-date fair values of share-based awards granted during the years ended December 31, 2017 and 2016 were $1.1 million and $3.7 million , respectively.

The following table summarizes the activity for non-vested awards granted by the Company:



	Shares		Weighted-Average Grant-Date Fair Value Per Share		Weighted-Average Contractual Term (in years)	Aggregate Intrinsic Value (in $000s)
Outstanding at January 1, 2016	1,499,145		$	23.42	1.88	$	21,318
Granted ⁽¹⁾	1,128,522		3.28
Vested and settled	(894,900	)	8.88			4,217
Forfeited	(322,557	)	22.64
Outstanding at December 31, 2016	1,410,210		16.71		4.68	6,698
Granted	845,422		1.28
Vested and settled	(1,062,068	)	4.60			709
Forfeited	(198,790	)	13.97
Canceled ⁽²⁾	(316,175	)	34.25
Outstanding at December 31, 2017 ⁽³⁾	678,599		9.07		5.42	572
Non-vested shares expected to vest as of December 31, 2017 ⁽³⁾	538,671		10.47		5.38	454

__________

(1)

Excludes 192,024 performance shares legally granted on November 3, 2016 that did not meet the grant date requirements in accordance with GAAP, as the performance target condition had not been determined at December 31, 2016. The performance target for these performance shares is based on the 2017 Annual Business Plan as approved by the Board of Directors, which was approved subsequent to December 31, 2016. These performance shares are included in the 2017 grant activity.


(2)	Consists of the cancellation of performance shares granted in 2014 that vested December 31, 2016; however, no shares were ultimately awarded since the target performance criteria were not met.


(3)	Subsequent to year end and on the Effective Date, all outstanding non-vested awards at December 31, 2017 were canceled in connection with the Company's emergence from bankruptcy.

The total fair values of shares that vested and settled during the years ended December 31, 2017 and 2016 were $4.9 million and $7.9 million , respectively. The RSUs granted during the year ended December 31, 2017 include 653,398 immediately vesting RSUs granted to the Company's non-employee directors.

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Method and Assumptions Used to Estimate Fair Values of Performance-Share Awards

As discussed above, the 192,024 performance shares legally granted in 2016 that had previously not met the grant-date requirements as required by GAAP at December 31, 2016, subsequently met the GAAP grant-date requirements during the first quarter of 2017. The fair value of these performance shares was based on the average of the high and low market prices of the Company's common stock on the date of the grant. Subsequently, the Company determined that the performance targets for these performance shares would not be achieved and therefore no related expense was recorded during the year ended December 31, 2017. There were no other performance-share awards granted during the year ended December 31, 2017.

There were no shares of common stock issued for the performance shares that vested December 31, 2017 and 2016, respectively, as target performance criteria were not met.

Share-Based Compensation Expense

Share-based compensation expense recognized by the Company is net of actual forfeitures as well as estimated forfeitures, which are estimated based on historical termination behavior. Share-based compensation expense of $2.2 million and $6.6 million for the years ended December 31, 2017 and 2016 , respectively, is included in salaries and benefits expense on the consolidated statements of comprehensive loss. The tax benefit recognized related to share-based compensation expense for the years ended December 31, 2017 and 2016 was $0.8 million and $2.5 million , respectively. For unvested stock options and shares, the Company had $0.2 million and $0.4 million , respectively, of total unrecognized compensation cost at December 31, 2017 , which was expected to be recognized over a weighted-average period of 0.7 years and 0.5 years , respectively; however, as required by GAAP will be fully recognized on the emergence from bankruptcy.

On June 8, 2016, the Company and Denmar J. Dixon, the Company’s former Chief Executive Officer, President and Vice Chairman of the Board of Directors, entered into a separation agreement effective June 30, 2016, pursuant to which all RSUs, performance shares and stock options previously awarded to Mr. Dixon will remain outstanding and continue to vest as though Mr. Dixon remained employed by the Company through each applicable vesting date. In addition, Mr. Dixon received 125,000 RSUs that immediately vested on June 30, 2016. The weighted-average grant-date fair value of $2.85 for these RSUs was based upon the average of the high and low market prices of the Company's stock on their date of grant. The retention of the performance shares was considered a Type III modification for share-based compensation, and, as a result, the Company reversed all expense previously recorded for these retained awards and recorded the new compensation expense over the new requisite service period. The total incremental compensation benefit resulting from these modifications was $1.0 million .

25. Income Taxes

The Company recorded income tax benefit of $3.4 million in 2017 as compared to income tax expense of $44.0 million in 2016. The income tax expense incurred during 2016 resulted from the recording of a $343.2 million valuation allowance against the deferred tax assets, which was offset in part by an income tax benefit related to the net loss. The income tax benefit recognized during 2017 resulted primarily from adjustments to reduce the valuation allowance due to tax law changes under the Tax Act, offset in part by tax expense related to goodwill and nominal current state tax. The tax benefit related to the net book loss was fully offset by a valuation allowance for the year ended December 31, 2017.

Income tax expense (benefit) consists of the following components (in thousands):



	For the Years Ended December 31,
	2017			2016
Current
Federal	$	2,757		$	(69,204	)
State and local	(2,315		)	1,870
Current income tax expense (benefit)	442			(67,334		)
Deferred
Federal	(4,215		)	93,902
State and local	416			17,472
Deferred income tax expense (benefit)	(3,799		)	111,374
Total income tax expense (benefit)	$	(3,357	)	$	44,040

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Income tax expense (benefit) at the Company’s effective tax rate differed from the statutory tax rate as follows (in thousands):



	For the Years Ended December 31,
	2017			2016
Loss before income taxes	$	(430,256	)	$	(789,818	)

Tax provision at statutory tax rate of 35%	(150,590		)	(276,436		)
Effect of:
Valuation allowance related to Tax Act	(180,033		)	—
Federal rate change related to Tax Act	173,405			—
Valuation allowance exclusive of Tax Act	162,496			343,200
State and local income tax	(26,396		)	(28,558		)
Non-deductible restructuring costs	13,475			—
Other	4,286			5,834
Total income tax expense (benefit)	$	(3,357	)	$	44,040

The following table summarizes the components of deferred tax assets and liabilities (in thousands):



	December 31,
	2017			2016
Deferred tax assets
Net operating losses	$	113,315		$	112,553
Goodwill	66,699			111,865
Reverse loans	48,814			64,899
Servicer and protective advances	37,793			49,301
Curtailment liability	33,724			44,461
Intangible assets	20,978			32,750
Accrued expenses	8,396			25,022
Accrued legal contingencies and settlements	6,727			13,184
Mandatory call obligation	—			19,695
Other	50,638			65,175
Total deferred tax assets	387,084			538,905
Valuation allowance	(328,661		)	(346,199		)
Total deferred tax assets, net of valuation allowance	58,423			192,706
Deferred tax liabilities
Servicing rights	(52,587		)	(135,125		)
Net investment in residential loans	(3,972		)	(33,126		)
Discount on Convertible Notes	—			(12,515		)
Other	(1,312		)	(16,714		)
Total deferred tax liabilities	(57,871		)	(197,480		)
Deferred tax assets (liabilities), net	$	552		$	(4,774	)

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The following table summarizes the activity in the valuation allowance on deferred tax assets (in thousands):



	For the Years Ended December 31,
	2017			2016
Balance at beginning of year	$	346,199		$	2,999
Charges to income tax expense	—			343,200
Deductions	(17,538		)	—
Balance at end of year	$	328,661		$	346,199

The Company is required to establish a valuation allowance for deferred tax assets and record a charge to income if it is determined, based on available evidence at the time the determination is made, that it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company’s evaluation focused on identifying significant, objective evidence that it will more likely than not be able to realize its deferred tax assets in the future. The Company considers both positive and negative evidence when evaluating the need for a valuation allowance, which is highly judgmental and requires subjective weighting of such evidence.

The Company recorded a valuation allowance on its deferred tax assets of $343.2 million during the year ended December 31, 2016 to properly reflect the estimated net amount of deferred tax assets that are considered by management to be recoverable based on the amounts of deferred tax assets that are likely to be realized in the future. At December 31, 2017, the Company has a valuation allowance of $328.7 million .

At December 31, 2017 , the Company had gross federal operating loss carryforwards of $401.9 million and state operating loss carryforwards of $36.6 million , resulting in net tax carryforwards of $113.3 million that will expire in 2026 through 2037 . In addition, at December 31, 2017 the Company had tax credit carryforwards of $2.3 million that have no expiration date.

In December 2017, the Tax Act was signed into law. Among other things, the Tax Act lowers the corporate federal income tax rate to 21% from the existing maximum rate of 35%, effective for tax years including or commencing January 1, 2018. As a result of the reduction of the corporate federal income tax rate to 21%, GAAP requires companies to revalue their deferred tax assets and deferred tax liabilities as of the date of enactment, with the resulting tax effects accounted for in the reporting period of enactment. This revaluation resulted in a provision of $173.4 million to income tax expense in continuing operations and a reduction in the valuation allowance of $180.0 million . The Tax Act provided for changes in the carryforward of NOLs and ability to utilize NOLs to offset future taxable income as well as the elimination of the corporate alternative minimum tax for which changes the company adjusted its valuation allowance. Other than the impacts of these tax law changes, the other provisions of the Tax Act did not have a material impact on the Consolidated Financial Statements.

As provided by Section 382 and similar state provisions, utilization of certain tax attributes may be subject to substantial annual limitations due to an ownership change in the Company. Under the rules, statutorily defined ownership changes may limit the amount of tax attributes that can be utilized annually to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382 for federal income tax purposes, results from transactions that increase the ownership of statutorily defined 5% stockholders in the stock of a corporation by more than 50% in the aggregate over a testing period, generally three years .

As a result of the discharge of debt pursuant to the Chapter 11 Case, the Company will incur substantial cancellation of debt for federal income tax purposes. In general, a debtor in a Chapter 11 proceeding is required to reduce the amount of its tax attributes by such cancellation of debt.

The Company experienced an ownership change in connection with the Company's emergence from the Chapter 11 Case on February 9, 2018. The general limitation rules for a debtor in a bankruptcy case are liberalized where the ownership change occurs upon emergence from bankruptcy. The Company anticipates taking advantage of certain special rules for federal income tax purposes that would allow the Company to mitigate the limitations imposed under Section 382 with respect to the Company's remaining tax attributes; however, it is not certain that these special rules will apply to the ownership change experienced upon the emergence from bankruptcy, and the Company may ultimately elect not to apply them. If the special rules do not apply, the Company's ability to realize the value of its tax attributes would be subject to limitation. An ownership change subsequent to the Company's emergence from bankruptcy could severely limit or effectively eliminate its ability to realize the value of its tax attributes. To reduce the risk of a potential adverse effect on the Company's ability to realize the value of its tax attributes, the Articles of Amendment and Restatement contains transfer restrictions applicable to certain substantial shareholders.

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The Company's preliminary estimate of the Tax Act and the remeasurement of deferred tax assets and liabilities is subject to the finalization of management’s analysis related to certain matters, such as developing interpretations of the provisions of the Tax Act, changes to certain estimates and the filing of its tax returns. U.S. Treasury regulations, administrative interpretations or court decisions interpreting the Tax Act may require further adjustments and changes in the Company's estimates. The final determination of the Tax Act and the remeasurement of the Company's deferred assets and liabilities will be completed as additional information becomes available, but no later than one year from the enactment of the Tax Act.

Uncertain Tax Positions

The Company recognizes tax benefits in accordance with the accounting guidance concerning uncertainty in income taxes. This guidance establishes a more-likely-than-not recognition threshold that must be met before a tax benefit can be recognized in the Consolidated Financial Statements.

A reconciliation of the beginning and ending balances of the total liability for unrecognized tax benefits is as follows (in thousands):



	For the Years Ended December 31,
	2017			2016
Balance at the beginning of the year	$	5,414		$	58,148
Reductions related to prior year tax positions	(2,766		)	(52,230		)
Increases related to current year tax positions	440			910
Reductions as a result of a lapse of the statute of limitations	—			(1,414		)
Balance at the end of the year	$	3,088		$	5,414

The total amount of unrecognized tax benefits that would affect the effective tax rate if recognized was $3.1 million and $2.9 million at December 31, 2017 and 2016 , respectively. For the years ended December 31, 2017 and 2016 , income tax expense (benefit) included $(1.5) million and $(2.4) million , respectively, for interest and penalties accrued on the liability for unrecognized tax benefits. At December 31, 2017 and 2016 , accrued interest and penalties were $2.5 million and $4.0 million , respectively, which are included in payables and accrued liabilities on the consolidated balance sheets.

The Company’s tax years that remain subject to examination by the IRS are 2013 through 2017 and by various states are 2012 through 2017 .

26. Equity and Loss Per Share

Preferred Stock

The predecessor company had no preferred stock issued or outstanding.

Rights Agreement

The Company had previously adopted the Rights Agreement, dated as of June 29, 2015 , and subsequently amended and restated on November 11, 2016 and further amended on November 9, 2017 and February 9, 2018, which provided registered holders of common stock of Walter Investment Management Corp. with one preferred stock purchase right per share of common stock, entitling the holder to purchase from the Company one one-thousandth of a fully paid non-assessable share of their junior participating preferred stock. The Rights Agreement provided that if any person or group of persons, excluding certain exempted persons, acquired 4.99% or more of the Company's outstanding common stock or any other interest that would be treated as “stock” for the purposes of Section 382, there would be a triggering event potentially resulting in significant dilution in the voting power and economic ownership of such acquiring person or group. The Rights Agreement was intended to help protect the Company's “built-in tax losses” and certain other tax benefits by acting as a deterrent to any person or group of persons acting in concert from becoming or obtaining the right to become the beneficial owner (including through constructive ownership of securities owned by others) of 4.99% or more of the shares of the Company's common stock. The Rights Agreement was scheduled to expire on November 11, 2018 or upon the earlier occurrence of certain events, subject to extension by the Board of Directors or exchange of rights by the Company.

Termination of Rights Agreement

On the Effective Date, the Company and Computershare entered into Amendment No. 2 to the Rights Agreement, which accelerated the scheduled expiration date of the Rights (as defined in the Rights Agreement) to the Effective Date. The Rights issued pursuant to the Rights Agreement, which were also canceled by operation of the Prepackaged Plan, have expired and are no longer outstanding, and the Rights Agreement has terminated.

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In connection with the adoption of the Rights Agreement, the Company filed Articles Supplementary with the State Department of Assessments and Taxation of Maryland, setting forth the rights, powers, and preferences of the Company’s junior participating preferred stock issuable upon exercise of the rights. The cancellation of all existing equity interests by operation of the Prepackaged Plan included the cancellation of any rights issued under the Rights Agreement. In addition, on the Effective Date, the Company filed Articles of Amendment with the State Department of Assessments and Taxation of Maryland, which among other things, served to eliminate the Company’s junior participating preferred stock. The Company’s Articles of Amendment and Restatement, adopted on the Effective Date, include transfer restriction provisions intended to protect the tax benefits described above.

Dividends on Common Stock

The decision to declare and pay dividends is made at the discretion of the Company’s Board of Directors and will depend on, among other things, results of operations, cash requirements, financial condition, contractual restrictions and other factors that the Company’s Board of Directors may deem relevant.

Many of the Company’s subsidiaries are subject to restrictions on their ability to pay dividends or otherwise transfer funds to other consolidated subsidiaries and, ultimately, to the Parent Company. These restrictions include, but are not limited to, minimum levels of net worth and other financial requirements imposed by GSEs, Ginnie Mae and other licensing requirements. The aggregate restricted net assets of these subsidiaries was $451.7 million at December 31, 2017 ; however, the restrictions on the net assets of these subsidiaries do not directly limit the ability to pay dividends from consolidated retained earnings.

In addition, the Company’s ability to pay dividends is limited by conditions set forth in the agreements governing the 2013 Secured Credit Facilities and the Senior Notes, as well as the 2018 Credit Agreement entered into by the Company during February 2018.

Loss Per Share

The following is a reconciliation of the numerators and denominators of the basic and diluted loss per share computations shown on the consolidated statements of comprehensive loss (in thousands, except per share data):



	For the Years Ended December 31,
	2017			2016
Basic and diluted loss per share
Net loss available to common stockholders (numerator)	$	(426,899	)	$	(833,858	)
Weighted-average common shares outstanding (denominator)	36,761			35,973
Basic and diluted loss per common and common equivalent share	$	(11.61	)	$	(23.18	)

For periods in which there is income, certain securities would be antidilutive to the diluted earnings per share calculation. The following table summarizes antidilutive securities that would be excluded from the computation of dilutive loss per share (in thousands):



	For the Years Ended December 31,
	2017	2016
Outstanding share-based compensation awards
Stock options ⁽¹⁾	3,533	3,336
Performance shares ⁽²⁾	—	30
Restricted stock units	327	565
Assumed conversion of Convertible Notes	4,932	4,932

__________


(1)	Includes out-of-the-money stock options totaling 3.5 million and 2.9 million at December 31, 2017, and 2016 , respectively.


(2)	Performance shares represent the number of shares expected to be issued based on the performance percentage as of the end of the reporting periods above.

The Convertible Notes are antidilutive when calculating earnings (loss) per share when the Company's average stock price is less than $58.80 . Upon conversion of the Convertible Notes, the Company may pay or deliver, at its option, cash, shares of the Company’s common stock, or a combination of cash and shares of common stock.

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Post-Bankruptcy Emergence

On the Effective Date, all shares of the predecessor Company's common stock were canceled and 4,252,500 shares of the successor Company's common stock, par value $0.01 per share, were issued to the previous shareholders of common stock and Convertible Noteholders. The Company reserved 3,193,750 shares of common stock for issuance under an equity incentive plan.

On the Effective Date, the Company issued 100,000 shares of Convertible Preferred Stock to the Senior Noteholders, which are mandatorily convertible into 11,497,500 shares of common stock (a conversion multiple of 114.9750 ) upon the earliest of (i) February 9, 2023, (ii) at any time following one year after the Effective Date, the time that the volume weighted-average pricing of the common stock exceeds 150% of the conversion price per share of $8.6975 , subject to adjustment as described in the Articles of Amendment and Restatement, for at least 45 trading days in a 60 consecutive trading day period, including each of the last 20 days in such 60 consecutive trading day period, and (iii) a change of control transaction in which the consideration paid or payable per share of common stock is greater than or equal to the conversion price per share, which, subject to adjustment as described in the Articles of Amendment and Restatement, is $8.6975 .

In the event of a voluntary or involuntary liquidation, winding-up or dissolution of the Company, each holder of Convertible Preferred Stock will be entitled to receive the greater of (i) a liquidation preference per share of Convertible Preferred Stock, prior to any distribution with respect to any other equity security of the Company, equal to the Liquidation Preference, and (ii) the amount payable per share, participating on an “as converted” basis, upon liquidation to the holders of the successor common stock. The “Liquidation Preference” equals (i) the face amount of the Convertible Preferred Stock, increased by (ii) the amount of interest that would have accumulated on the face amount of the Convertible Preferred Stock up to (but excluding) the date of any liquidation, winding-up or dissolution of the Company, compounding quarterly at a rate of 7% per annum. Thereafter, holders of Convertible Preferred Stock will have no right or claim to the remaining assets, if any, of the Company.

Further, on the Effective Date, the Company issued to the previous shareholders of common stock, as well as the Convertible Noteholders, Series A Warrants to purchase up to an aggregate of 7,245,000 shares of common stock at $20.63 per share and Series B Warrants to purchase up to an aggregate of 5,748,750 shares of common stock at $28.25 per share. All unexercised warrants expire and the rights of the warrant holders to purchase shares of common stock terminate on February 9, 2028, at 5:00 p.m., Eastern Standard Time, which is the 10th anniversary of the Effective Date.

Registration Rights Agreement

On the Effective Date and pursuant to the Prepackaged Plan, the Company entered into a Registration Rights Agreement that provided certain registration rights to certain parties (together with any person or entity that becomes a party to the Registration Rights Agreement pursuant to the terms thereof) that received shares of the Company’s common stock, warrants and mandatorily convertible preferred stock on the Effective Date as provided in the Prepackaged Plan. The Registration Rights Agreement provides such persons with registration rights for the holders’ registrable securities (as defined in the Registration Rights Agreement).

Pursuant to the Registration Rights Agreement, the Company agreed to file, within 60 days of the receipt of a request by holders of at least 40% of the registrable securities, an initial shelf registration statement covering resales of the registrable securities held by the holders. Subject to limited exceptions, the Company is required to maintain the effectiveness of any such registration statement until the earlier of (i) three years following the Effective Date and (ii) the date that all registrable securities covered by the shelf registration statement are no longer registrable securities.

In addition, holders with rights under the Registration Rights Agreement beneficially holding 10% or more of the common stock have the right to a Demand Registration to effect the registration of any or all of the registrable securities and/or effectuate the distribution of any or all of their registrable securities by means of an underwritten shelf takedown offering. The Company is not obligated to effect more than three Demand Registrations, and it need not comply with such a request if (i) the aggregate gross proceeds from such a sale will not exceed $25 million , unless the Demand Registration includes all of the then-outstanding registrable securities or (ii) a registration statement shall have previously been declared effective by the SEC within 90 days preceding the date of such request.

Holders with rights under the Registration Rights Agreement also have customary piggyback registration rights, subject to the limitations set forth in the Registration Rights Agreement.

These registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of shares to be included in a registration statement and the Company’s right to delay or withdraw a registration statement under certain circumstances. The Company will generally pay the registration expenses in connection with its obligations under the Registration Rights Agreement, regardless of whether a registration statement is filed or becomes effective. The registration rights granted in the Registration Rights Agreement are subject to customary indemnification and contribution provisions, as well as customary restrictions such as blackout periods.

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27. Supplemental Disclosures of Cash Flow Information

The Company’s supplemental disclosures of cash flow information are summarized as follows (in thousands):



	For the Years Ended December 31,
	2017			2016
Supplemental Disclosure of Cash Flow Information
Cash paid for interest	$	212,021		$	269,229
Cash paid (received) for taxes	(72,882		)	61,881
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Servicing rights capitalized upon sales of loans	148,227			198,865
Real estate owned acquired through foreclosure	167,835			158,690
Sales of servicing rights	—			73,365
Residential loans originated to finance the sale of real estate owned	10,799			13,389
Residential loans acquired from Non-Residual Trusts ⁽¹⁾	25,061			—

__________


(1)	Represents loans held by the Non-Residual Trusts that were acquired by the Company upon the exercise of the mandatory call obligations. Refer to Notes 6 and 30 for additional information.

28. Segment Reporting

Management has organized the Company into three reportable segments based primarily on its services as follows:

•

Servicing — performs servicing for the Company's mortgage loan portfolio and on behalf of third-party credit owners of mortgage loans for a fee and also performs subservicing for third-party owners of MSR. The Servicing segment also operates complementary businesses including a collections agency that performs collections of post charge-off deficiency balances for third parties and the Company. Commencing February 1, 2017, another insurance agency owned by the Company began to provide insurance marketing services to a third party with respect to voluntary insurance policies, including hazard insurance (refer to Note 4 for additional information). In addition, the Servicing segment holds the assets and mortgage-backed debt of the Residual Trusts.


•	Originations —originates and purchases mortgage loans that are intended for sales to third parties.

•

Reverse Mortgage — primarily focuses on the servicing of reverse loans for the Company's own reverse mortgage portfolio and subservicing on behalf of third-party credit owners of reverse loans. The Reverse Mortgage segment also provides complementary services for the reverse mortgage market, such as real estate owned property management and disposition, for a fee. Effective January 2017, the Company exited the reverse mortgage originations business. As of December 31, 2017, the Company did not have any reverse loans remaining in the originations pipeline and had finalized the shutdown of the reverse mortgage originations business. The Company will continue to fund undrawn tails available to borrowers.

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The following tables present select financial information for the reportable segments (in thousands). The Company has presented the revenue and expenses of the Non-Residual Trusts and other non-reportable operating segments, as well as certain corporate expenses that have not been allocated to the business segments, in Other. Intersegment revenues and expenses have been eliminated.



	For the Year Ended December 31, 2017
	Servicing				Originations				Reverse Mortgage			Other			Eliminations			Total Consolidated
Net servicing revenue and fees ⁽¹⁾⁽²⁾	$	328,736			$	—			$	27,566		$	—		$	(9,620	)	$	346,682
Net gains on sales of loans ⁽²⁾	607				280,967				—			—			2,817			284,391
Net fair value gains on reverse loans and related HMBS obligations	—				—				42,419			—			—			42,419
Interest income on loans	41,147				48				—			—			—			41,195
Insurance revenue	3,963				—				—			—			—			3,963
Other revenues ⁽³⁾⁽⁴⁾	90,595				31,329				2,750			933			(12,997		)	112,610
Total revenues	465,048				312,344				72,735			933			(19,800		)	831,260

Interest expense	53,593				41,555				31,435			134,661			—			261,244
Depreciation and amortization	34,666				2,979				3,119			—			—			40,764
Reorganization items	—				—				—			37,645			—			37,645
Other expenses, net ⁽⁵⁾	614,555			—	220,552			—	112,367			65,039			(19,800		)	992,713
Total expenses	702,814				265,086				146,921			237,345			(19,800		)	1,332,366

Total other gains (losses)	63,548				(719		)		(1,345		)	9,366			—			70,850

Income (loss) before income taxes	$	(174,218	)		$	46,539			$	(75,531	)	$	(227,046	)	$	—		$	(430,256	)

	At December 31, 2017
Total assets	$	2,957,173			$	877,193			$	10,100,149		$	460,193		$	(230,511	)	$	14,164,197

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	For the Year Ended December 31, 2016
	Servicing			Originations		Reverse Mortgage			Other			Eliminations			Total Consolidated
Net servicing revenue and fees ⁽¹⁾⁽²⁾	$	321,912		$	—	$	31,031		$	—		$	(11,952	)	$	340,991
Net gains (losses) on sales of loans ⁽²⁾	(4,931		)	410,544		—			—			3,835			409,448
Net fair value gains on reverse loans and related HMBS obligations	—			—		59,022			—			—			59,022
Interest income on loans	45,651			49		—			—			—			45,700
Insurance revenue	41,968			—		—			—			—			41,968
Other revenues ⁽³⁾⁽⁴⁾	92,351			38,837		5,742			296			(38,638		)	98,588
Total revenues	496,951			449,430		95,795			296			(46,755		)	995,717

Interest expense	68,529			34,012		9,070			144,170			—			255,781
Depreciation and amortization	44,439			8,888		6,088			11			—			59,426
Goodwill and intangible assets impairment	319,551			—		6,735			—			—			326,286
Other expenses, net ⁽⁵⁾	752,721			271,413		156,783			16,497			(46,755		)	1,150,659
Total expenses	1,185,240			314,313		178,676			160,678			(46,755		)	1,792,152

Total other gains (losses)	(2,113		)	—		(1,664		)	10,394			—			6,617

Income (loss) before income taxes	$	(690,402	)	$	135,117	$	(84,545	)	$	(149,988	)	$	—		$	(789,818	)

	At December 31, 2016
Total assets	$	3,449,055		$	1,475,408	$	11,056,291		$	1,023,181		$	(544,965	)	$	16,458,970

__________


(1)	The Servicing segment recorded intercompany servicing revenue and fees from activity with the Originations segment and the Other non-reportable segment of $9.6 million and $12.0 million for the years ended December 31, 2017 and 2016 , respectively.


(2)	Included in net servicing revenue and fees for the Servicing segment are late fees that were waived as an incentive for borrowers refinancing their loans of $2.8 million and $3.8 million for the years ended December 31, 2017 and 2016 , respectively, which reduced net gains on sales of loans recognized by the Originations segment.

(3)

The Servicing segment recorded intercompany revenues for fees earned related to certain loan originations completed by the Originations segment from leads generated through the Servicing segment's servicing portfolio of $12.9 million and $37.6 million , for the years ended December 31, 2017 and 2016 , respectively. The expenses incurred by the Originations segment for these originations are included in other expenses, net in the tables above. In 2016, the Servicing segment increased the lead fee charged per origination to the Originations segment to reflect current market pricing, which increased intersegment revenues by $11.3 million for the year ended December 31, 2016.


(4)	The Originations segment recorded intercompany revenues for fees earned supporting the Servicing segment in administrative functions relating to the acquisition of certain servicing rights of $0.1 million and $1.0 million for the years ended December 31, 2017 and 2016 , respectively.


(5)	Other expenses, net in the tables above includes salaries and benefits, general and administrative, and other expenses, net on the consolidated statements of comprehensive loss.

29. Certain Capital Requirements and Guarantees

The Company's subsidiaries are required to comply with requirements under federal and state laws and regulations, including requirements imposed in connection with certain licenses and approvals, requirements of federal, state, GSE, Ginnie Mae and other business partner loan programs, some of which are financial covenants related to minimum levels of net worth and other financial requirements. If these financial covenants are not met, the Company’s selling and servicing agreements could be terminated and lending and servicing licenses could be suspended or revoked.

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Due to the accounting treatment for reverse loans as secured borrowings when transferred, RMS has obtained an indefinite waiver for certain of these requirements from Ginnie Mae and a waiver through December 2018 from Fannie Mae. In addition, the Parent Company has provided a guarantee whereby it guarantees the performance and obligations of RMS under the Ginnie Mae HMBS program. In the event that the Parent Company fails to honor this guarantee, Ginnie Mae could terminate RMS’s status as a qualified issuer of HMBS as well as take other actions permitted by law that could impact the operations of RMS, including the termination or suspension of RMS’s servicing rights associated with reverse loans underlying HMBS guaranteed by Ginnie Mae. Each subsidiary of the Parent Company that is a Ginnie Mae issuer has also entered into a cross default agreement with Ginnie Mae that provides that, upon the default by a subsidiary under an applicable Ginnie Mae program agreement, Ginnie Mae will have the right to (i) declare a default on all other pools and loan packages of that subsidiary and all pools and loan packages of any affiliated Ginnie Mae issuer that executed the cross default agreement and (ii) exercise any other remedies available under applicable law against each of the affiliated Ginnie Mae issuers.

The Parent Company has also provided a guarantee to (i) Fannie Mae, dated May 31, 2013, for RMS, (ii) Fannie Mae, dated March 17, 2014, for Ditech Financial, and (iii) Freddie Mac, dated December 19, 2013, for Ditech Financial. Pursuant to the RMS guarantee, the Parent Company agreed to guarantee all of the obligations required to be performed or paid by RMS under RMS's mortgage selling and servicing contract or any other agreement between Fannie Mae and RMS relating to mortgage loans or participation interests that RMS delivers or has delivered to Fannie Mae or services or has serviced for, or on behalf of, Fannie Mae. RMS does not currently sell loans to Fannie Mae. Pursuant to the Ditech Financial Fannie Mae guarantee, the Parent Company agreed to guarantee all of the servicing obligations required to be performed or paid by Ditech Financial under Ditech Financial's mortgage selling and servicing agreement, the Fannie Mae selling and servicing guides, or any other agreement between Fannie Mae and Ditech Financial. The Parent Company also agreed to guarantee all selling representations and warranties Ditech Financial has assumed, or may in the future assume, in connection with Ditech Financial's purchase of MSR related to Fannie Mae loans. The Parent Company does not guarantee Ditech Financial's obligations relating to the selling representations and warranties made or assumed by Ditech Financial in connection with the sale and/or securitization of mortgage loans to and/or by Fannie Mae. Pursuant to the Ditech Financial Freddie Mac guarantee, the Parent Company agreed to guarantee all of the seller and servicer obligations required to be performed or paid by Ditech Financial under any agreement between Freddie Mac and Ditech Financial.

Factors that may significantly affect the adequacy of net worth include, but are not limited to, regulatory mandates, the overall economic condition in the mortgage and real estate markets, as well as the financial markets in general. After taking into account the waivers described above, all of the Company's subsidiaries were in compliance with all of their capital requirements at December 31, 2017 and 2016 . The following table presents the required and actual adjusted net worth, as defined by the applicable agreement, for the most restrictive covenant, excluding covenants for which the Company has waivers, applicable to each of the Company's two largest operating subsidiaries (in thousands):



	December 31, 2017				December 31, 2016
	Required Adjusted Net Worth		Actual Adjusted Net Worth		Required Adjusted Net Worth		Actual Adjusted Net Worth
Ditech Financial	$	357,264	$	1,194,815	$	471,491	$	1,387,108
Reverse Mortgage Solutions	94,418		153,353		108,617		51,310

The Company also has financial covenant requirements relating to its servicing advance facilities and its master repurchase agreements, as discussed in more detail in Notes 19 and 20 .

30. Commitments and Contingencies

Mandatory Clean-Up Call and Letter of Credit Reimbursement Obligation

Historically, the Company was obligated to exercise the mandatory clean-up call obligations assumed as part of a prior agreement to acquire the rights to service the loans in the Non-Residual Trusts. The Company was required to call these securitizations when the principal amount of each loan pool falls to 10% or below of the original principal amount. The Company fulfilled its obligation for its mandatory clean-up call obligations in the second and third quarters of 2017 by making payments of $28.4 million during the year ended December 31, 2017 . On October 10, 2017, the Company entered into a Clean-up Call Agreement with a counterparty. Pursuant to the Clean-up Call Agreement, the Company paid an inducement fee in the amount of $36.5 million to the counterparty, which was recorded as a Clean-up Call Agreement inducement fee within other assets on the consolidated balance sheets at December 31, 2017 . With the execution of the Clean-Up Call Agreement, the counterparty assumed the Company’s mandatory obligation to exercise the clean-up calls for the remaining securitization trusts. In connection with the exercise of each clean-up call, the counterparty agreed to reimburse the Company for certain outstanding advances previously made by the Company with respect to the related trusts, up to an aggregate amount of approximately $6.4 million for the eight remaining trusts.

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During the fourth quarter of 2017, the counterparty, under the Clean-up Call Agreement, fulfilled its obligation for the mandatory clean-up call on one of the remaining trusts by making a payment to the trust of $71.4 million , at which point the counterparty took control of the remaining collateral in the trust. The total outstanding balance of the residential loans expected to be called and settled by the counterparty at the respective call dates was $317.2 million at December 31, 2017 . Additionally, during the fourth quarter of 2017, the Company expensed $7.2 million of the clean-up call agreement inducement fee, which is included in other expenses on the consolidated statements of comprehensive loss. The clean-up call agreement inducement fee had a balance of $29.3 million at December 31, 2017 .

Previously, as part of an agreement to service the loans in the original eleven securitization trusts the Company had an obligation to reimburse a third party for the final $165.0 million in LOCs, if drawn, issued to the eleven trusts by a third party as credit enhancements to these trusts. As a result of the Clean-up Call Agreement with the counterparty detailed above, the Company is now only obligated to reimburse the third party for amounts drawn on the LOCs in excess of $17.0 million in the aggregate related to the seven remaining consolidated securitization trusts from July 1, 2017 through each individual call date. The total draws on the LOCs was $8.5 million at December 31, 2017 .

Unfunded Commitments

Reverse Mortgage Loans

At December 31, 2017 , the Company had floating-rate reverse loans in which the borrowers have additional borrowing capacity of $1.0 billion and similar commitments on fixed-rate reverse loans of $0.2 million primarily in the form of undrawn lines-of-credit. The borrowing capacity includes $1.0 billion in capacity that was available to be drawn by borrowers at December 31, 2017 and $13.3 million in capacity that will become eligible to be drawn by borrowers through the twelve months ending December 31, 2018, assuming the loans remain performing. In addition, the Company has other commitments of $26.2 million to fund taxes and insurance on borrowers’ properties to the extent of amounts that were set aside for such purpose upon the origination of the related reverse loan. There is no termination date for these drawings so long as the loan remains performing.

Mortgage Loans

The Company has short-term commitments to lend $1.5 billion and commitments to purchase loans totaling $8.0 million at December 31, 2017 . In addition, the Company had commitments to sell $1.7 billion and purchase $298.0 million in mortgage-backed securities at December 31, 2017 .

HMBS Issuer Obligations

As an HMBS issuer, the Company assumes certain obligations related to each security issued. The most significant obligation is the requirement to purchase loans out of the Ginnie Mae securitization pools once the outstanding principal balance of the related HECM is equal to or greater than 98% of the maximum claim amount. Performing repurchased loans are conveyed to HUD and payment is received from HUD typically within a short timeframe of repurchase. HUD reimburses the Company for the outstanding principal balance on the loan up to the maximum claim amount. The Company bears the risk of exposure if the amount of the outstanding principal balance on a loan exceeds the maximum claim amount. Recent regulatory changes introduced by HUD increased the requirements for completing an assignment to HUD. These new requirements may increase the time interval between when a loan is repurchased and when the assignment claim is filed with HUD, and inability to meet such requirements could preclude assignment. During this period, accruals for interest, HUD-required mortgage insurance payments, and borrower draws may cause the unpaid balance on the loan to increase and ultimately exceed the maximum claim amount. Nonperforming repurchased loans are generally liquidated through foreclosure and subsequent sale of real estate owned.

The Company currently relies upon certain master repurchase agreements and operating cash flows, to the extent necessary, to repurchase these Ginnie Mae loans. Given continued growth in the number and amount of reverse loan repurchases, the Company may seek additional, or expansion of existing, master repurchase or similar agreements, may seek to access the securitization market to provide financing capacity for future required loan repurchases and/or may seek to sell the loans in whole loan sale transactions. The timing and amount of the Company's obligation to repurchase HECMs is uncertain as repurchase is predicated on certain factors such as whether a borrower event of default occurs prior to the HECM reaching the mandatory repurchase threshold under which the Company is obligated to repurchase the loan. During the years ended December 31, 2017 and 2016 , the Company repurchased $1.3 billion and $641.4 million , respectively, in reverse loans and real estate owned from securitization pools. As of December 31, 2017 , the Company had repurchased reverse loans and real estate owned totaling $808.5 million with a fair value of $773.9 million , and unfunded commitments to repurchase reverse loans and real estate owned of $121.5 million . Repurchases of reverse loans and real estate owned have increased significantly as compared to prior periods and are expected to continue to increase due to the increased flow of HECMs and real estate owned that are reaching 98% of their maximum claim amount.

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Mortgage Origination Contingencies

The Company sells substantially all of its originated or purchased mortgage loans into the secondary market for securitization or to private investors as whole loans. The Company sells conventional-conforming and government-backed mortgage loans through GSE and agency-sponsored securitizations in which mortgage-backed securities are created and sold to third-party investors. The Company also sells non-conforming mortgage loans to private investors. In doing so, representations and warranties regarding certain attributes of the loans are made to the third-party investor. Subsequent to the sale, if it is determined that a loan sold is in breach of these representations or warranties, the Company generally has an obligation to cure the breach. In general, if the Company is unable to cure such breach, the purchaser of the loan may require the Company to repurchase such loan for the unpaid principal balance, accrued interest, and related advances, and in any event, the Company must indemnify such purchaser for certain losses and expenses incurred by such purchaser in connection with such breach. The Company’s credit loss may be reduced by any recourse it has to correspondent lenders that, in turn, have sold such residential loans to the Company and breached similar or other representations and warranties.

The Company's representations and warranties are generally not subject to stated limits of exposure with the exception of certain loans originated under HARP, which limits exposure based on payment history of the loan. At December 31, 2017 , the Company’s maximum exposure to repurchases due to potential breaches of representations and warranties was $69.0 billion and was based on the original unpaid principal balance of loans sold from the beginning of 2013 through December 31, 2017 adjusted for voluntary payments made by the borrower on loans for which the Company performs servicing. A majority of the Company's loan sales were servicing retained.

The Company’s obligations vary based upon the nature of the repurchase demand and the current status of the mortgage loan. During 2016, the Company decreased the liability associated with representations and warranties exposure by $8.9 million , due to adjustments to certain assumptions based on recently observed trends as compared to historical expectations, primarily relating to loan defect rates and counterparty review probabilities, partially offset by certain qualitative considerations regarding long-term assumptions related to resales and recoveries. This adjustment was considered a change in estimate and has been applied prospectively.

The following table summarizes the activity for the Company's liability associated with representations and warranties (in thousands):



	For the Years Ended December 31,
	2017			2016
Balance at beginning of the year	$	22,094		$	23,145
Provision for new sales	6,991			15,331
Change in estimate of existing reserves	(10,596		)	(15,660		)
Net realized losses on repurchases	(1,697		)	(722		)
Balance at end of the year	$	16,792		$	22,094

The Company's estimate of the liability associated with the representations and warranties exposure is included in originations liability as part of payables and accrued liabilities on the consolidated balance sheets.

Servicing Contingencies

The Company’s servicing obligations are set forth in industry regulations established by HUD, the FHA, the VA, and other government agencies and in servicing and subservicing agreements with the applicable counterparties, such as Fannie Mae, Freddie Mac and other credit owners. Both the regulations and the servicing agreements provide that the servicer may be liable for failure to perform its servicing obligations and further provide remedies for certain servicer breaches.

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Reverse Mortgage Loans

FHA regulations provide that servicers meet a series of event-specific timeframes during the default, foreclosure, conveyance, and mortgage insurance claim cycles. Failure to timely meet any processing deadline may stop the accrual of debenture interest otherwise payable in satisfaction of a claim under the FHA mortgage insurance contract and the servicer may be responsible to HUD for debenture interest that is not self-curtailed by the servicer, or for making the credit owner whole for any interest curtailed by FHA due to not meeting the required event-specific timeframes. The Company had a curtailment obligation liability of $106.1 million at December 31, 2017 related to the foregoing, which reflects management’s best estimate of the probable incurred claim. The curtailment liability is recorded in payables and accrued liabilities on the consolidated balance sheets. During the year ended December 31, 2017 , the Company recorded a provision, net of expected third-party recoveries, related to the curtailment liability of $14.0 million . The Company has potential estimated maximum financial statement exposure for an additional $147.7 million related to similar claims, which are reasonably possible, but which the Company believes are the responsibility of third parties (e.g., prior servicers and/or credit owners).

Mortgage Loans

The Company had a curtailment obligation liability of $34.8 million at December 31, 2017 related to sales of servicing rights, advance curtailment exposure and mortgage loan servicing that it primarily assumed through an acquisition of servicing rights. The Company is obligated to service the related mortgage loans in accordance with investor, government, or GSE requirements, including repayment to credit owners for corporate advances and interest curtailment. The curtailment liability is recorded in payables and accrued liabilities on the consolidated balance sheets.

Lease Obligations

The Company leases office space and office equipment under various operating lease agreements with terms expiring through 2026 , exclusive of renewal option periods. Rent expense was $18.6 million and $19.1 million for the years ended December 31, 2017 and 2016 , respectively. Estimated future minimum rental payments under operating leases at December 31, 2017 are as follows (in thousands):



	Amount
2018	$	15,452
2019	13,380
2020	10,538
2021	10,602
2022	10,887
Thereafter	22,228
Total	$	83,087

Litigation and Regulatory Matters

In the ordinary course of business, the Parent Company and its subsidiaries are defendants in, or parties to, pending and threatened legal actions and proceedings, including actions brought on behalf of various classes of claimants. Many of these actions and proceedings are based on alleged violations of consumer protection laws governing the Company's servicing and origination activities. In some of these actions and proceedings, claims for substantial monetary damages are asserted against the Company.

The Company, in the ordinary course of business, is also subject to regulatory and governmental examinations, information requests and subpoenas, inquiries, investigations and threatened legal actions and proceedings. In connection with formal and informal inquiries, the Company receives numerous requests, subpoenas and orders for documents, testimony and information in connection with various aspects of the Company’s activities.

In view of the inherent difficulty of predicting outcomes of such litigation, regulatory and governmental matters, particularly where the claimants seek very large or indeterminate restitution, penalties or damages, or where the matters present novel legal theories or involve a large number of parties, the Company generally cannot predict what the eventual outcome of the pending matters will be, what the timing of the ultimate resolution of these matters will be, or what the eventual loss, fines or penalties related to each pending matter may be.

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Reserves are established for pending or threatened litigation, regulatory and governmental matters when it is probable that a loss has been incurred and the amount of such loss can be reasonably estimated. In light of the inherent uncertainties involved in litigation and other legal proceedings, it is not always possible to determine a reasonable estimate of the amount of a probable loss, and the Company may estimate a range of possible loss for consideration in its estimated accruals. The estimates are based upon currently available information, including advice of counsel, and involve significant judgment taking into account the varying stages and inherent uncertainties of such matters. Accordingly, the Company’s estimates may change from time to time and such changes may be material to the consolidated financial results.

At December 31, 2017 , the Company’s recorded reserves associated with legal and regulatory contingencies for which a loss is probable and can be reasonably estimated were approximately $34 million . There can be no assurance that the ultimate resolution of the Company’s pending or threatened litigation, claims or assessments will not result in losses in excess of the Company’s recorded reserves. As a result, the ultimate resolution of any particular legal matter, or matters, could be material to the Company’s results of operations or cash flows for the period in which such matter is resolved.

For matters involving a probable loss where the Company can estimate the range but not a specific loss amount, the aggregate estimated amount of reasonably possible losses in excess of the recorded liability was $0 to approximately $20 million at December 31, 2017 . Given the inherent uncertainties and status of the Company’s outstanding legal and regulatory matters, the range of reasonably possible losses cannot be estimated for all matters; therefore, this estimated range does not represent the Company’s maximum loss exposure. As new information becomes available, the matters for which the Company is able to estimate, as well as the estimates themselves, will be adjusted accordingly.

The following is a description of certain litigation and regulatory matters:

The Company has received various subpoenas for testimony and documents, motions for examinations pursuant to Federal Rule of Bankruptcy Procedure 2004, and other information requests from certain Offices of the U.S. Trustees, acting through trial counsel in various federal judicial districts, seeking information regarding an array of the Company's policies, procedures and practices in servicing loans to borrowers who are in bankruptcy and the Company's compliance with bankruptcy laws and rules. The Company has provided information in response to these subpoenas and requests and has met with representatives of certain Offices of the U.S. Trustees to discuss various issues that have arisen in the course of these inquiries, including the Company's compliance with bankruptcy laws and rules. The Company cannot predict the outcome of the aforementioned proceedings and investigations, which could result in requests for damages, fines, sanctions, or other remediation. The Company could face further legal proceedings in connection with these matters. The Company may seek to enter into one or more agreements to resolve these matters. Any such agreement may require the Company to pay fines or other amounts for alleged breaches of law and to change or otherwise remediate the Company's business practices. Legal proceedings relating to these matters and the terms of any settlement agreement could have a material adverse effect on the Company's reputation, business, prospects, results of operations, liquidity and financial condition.

From time to time, federal and state authorities investigate or examine aspects of the Company's business activities, such as its mortgage origination, servicing, collection and bankruptcy practices, among other things. It is the Company's general policy to cooperate with such investigations, and the Company has been responding to information requests and otherwise cooperating with various ongoing investigations and examinations by such authorities. The Company cannot predict the outcome of any of the ongoing proceedings and cannot provide assurances that investigations and examinations will not have a material adverse effect on the Company.

Walter Energy Matters

The Company may become liable for U.S. federal income taxes allegedly owed by the Walter Energy consolidated group for the 2009 and prior tax years. Under federal law, each member of a consolidated group for U.S. federal income tax purposes is severally liable for the federal income tax liability of each other member of the consolidated group for any year in which it was a member of the consolidated group at any time during such year. Certain former subsidiaries of the Company (which were subsequently merged or otherwise consolidated with certain current subsidiaries of the Company) were members of the Walter Energy consolidated tax group prior to the Company's spin-off from Walter Energy on April 17, 2009. As a result, to the extent the Walter Energy consolidated group’s federal income taxes (including penalties and interest) for such tax years are not favorably resolved on the merits or otherwise paid, the Company could be liable for such amounts.

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Walter Energy Tax Matters. According to Walter Energy’s Form 10-Q, or the Walter Energy Form 10-Q, for the quarter ended September 30, 2015 (filed with the SEC on November 5, 2015) and certain other public filings made by Walter Energy in its bankruptcy proceedings currently pending in Alabama, described below, as of the date of such filing, certain tax matters with respect to certain tax years prior to and including the year of the Company's spin-off from Walter Energy remained unresolved, including certain tax matters relating to: (i) a “proof of claim” for a substantial amount of taxes, interest and penalties with respect to Walter Energy’s fiscal years ended August 31, 1983 through May 31, 1994, which was filed by the IRS in connection with Walter Energy’s bankruptcy filing on December 27, 1989 in the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division; (ii) an IRS audit of Walter Energy’s federal income tax returns for the years ended May 31, 2000 through December 31, 2008; and (iii) an IRS audit of Walter Energy’s federal income tax returns for the 2009 through 2013 tax years.

The Company cannot predict whether or to what extent it may become liable for federal income taxes of the Walter Energy consolidated tax group during the tax years in which the Company was a part of such group, in part because the Company believes, based on publicly available information, that: (i) the amount of taxes owed by the Walter Energy consolidated tax group for the periods from 1983 through 2009 remains unresolved; and (ii) in light of Walter Energy’s conversion from a Chapter 11 bankruptcy to a Chapter 7 bankruptcy, it is unclear whether the IRS will seek to make a direct claim against the Company for such taxes. Further, because the Company cannot currently estimate its liability, if any, relating to the federal income tax liability of Walter Energy’s consolidated tax group during the tax years in which it was a part of such group, the Company cannot determine whether such liabilities, if any, could have a material adverse effect on the Company's business, financial condition, liquidity and/or results of operations.

Tax Separation Agreement . In connection with the Company's spin-off from Walter Energy, the Company and Walter Energy entered into a Tax Separation Agreement, dated April 17, 2009. Notwithstanding any several liability the Company may have under federal tax law described above, under the Tax Separation Agreement, Walter Energy agreed to retain full liability for all U.S. federal income or state combined income taxes of the Walter Energy consolidated group for 2009 and prior tax years (including any interest, additional taxes or penalties applicable thereto), subject to limited exceptions. The Company therefore filed proofs of claim in the Alabama bankruptcy proceedings asserting claims for any such amounts to the extent the Company is ultimately held liable for the same. However, the Company expects to receive little or no recovery from Walter Energy for any filed proofs of claim for indemnification.

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It is unclear whether claims made by the Company under the Tax Separation Agreement would be enforceable against Walter Energy in connection with, or following the conclusion of, the various Walter Energy bankruptcy proceedings described above, or if such claims would be rejected or disallowed under bankruptcy law. It is also unclear whether the Company would be able to recover some or all of any such claims given Walter Energy's limited assets and limited recoveries for unsecured creditors in the Walter Energy bankruptcy proceedings described above.

Furthermore, the Tax Separation Agreement provides that Walter Energy has, in its sole discretion, the exclusive right to represent the interests of the consolidated group in any audit, court proceeding or settlement of a claim with the IRS for the tax years in which certain of the Company’s former subsidiaries were members of the Walter Energy consolidated tax group. However, in light of the conversion of Walter Energy’s bankruptcy proceeding from a Chapter 11 proceeding to a Chapter 7 proceeding, the Company may choose to take a direct role in proceedings involving the IRS’s claim for tax years in which the Company was a member of the Walter Energy consolidated tax group. Moreover, the Tax Separation Agreement obligates the Company to take certain tax positions that are consistent with those taken historically by Walter Energy. In the event the Company does not take such positions, it could be liable to Walter Energy to the extent the Company's failure to do so results in an increased tax liability or the reduction of any tax asset of Walter Energy. These arrangements may result in conflicts of interests between the Company and Walter Energy, particularly with regard to the Walter Energy bankruptcy proceedings described above.

Lastly, according to its public filings, Walter Energy’s 2009 tax year is currently under audit. Accordingly, if it is determined that certain distribution taxes and other amounts are owed related to the Company's spin-off from Walter Energy in 2009, the Company may be liable under the Tax Separation Agreement for all or a portion of such amounts.

The Company is unable to estimate reasonably possible losses for the matter described above.

Key Employee Retention Plan

In September 2017, the Company entered into retention agreements with certain key officers of the Company. These agreements set forth retention bonuses to be earned by the key officers through dates as defined in each agreement. The total original retention bonuses to be paid for key officers that meet the related party definition and meet the qualifications of the agreement was $2.8 million , which is earned over the retention period. On February 20, 2018, Anthony N. Renzi resigned from his position as Chief Executive Officer and President of the Company, and therefore forfeited his right to payment of $1.3 million of his original retention bonus, which is included in the total amount above.

31. Separate Financial Information of Subsidiary Guarantors of Indebtedness

In accordance with the Senior Notes Indenture, certain existing and future 100% owned domestic subsidiaries of the Parent Company have fully and unconditionally guaranteed the Senior Notes on a joint and several basis. These guarantor subsidiaries also guarantee the Parent Company's obligations under the 2013 Secured Credit Facilities. The indenture governing the Senior Notes contains customary exceptions under which a guarantor subsidiary may be released from its guarantee without the consent of the holders of the Senior Notes, including (i) the permitted sale, transfer or other disposition of all or substantially all of a guarantor subsidiary's assets or common stock; (ii) the designation of a restricted guarantor subsidiary as an unrestricted subsidiary; (iii) the release of a guarantor subsidiary from its obligation under the 2013 Secured Credit Facilities and its guarantee of all other indebtedness of the Parent Company and other guarantor subsidiaries; and (iv) the defeasance of the obligations of the guarantor subsidiary by payment of the Senior Notes.

Presented below are the condensed consolidating financial information of the Parent Company, the guarantor subsidiaries on a combined basis, and the non-guarantor subsidiaries on a combined basis.

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Condensed Consolidating Balance Sheet
December 31, 2017
(in thousands)

	Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries and VIEs		Eliminations and Reclassifications			Consolidated
ASSETS
Cash and cash equivalents	$	506		$	283,463	$	2,000	$	—		$	285,969
Restricted cash and cash equivalents	1,503			67,778		43,545		—			112,826
Residential loans at amortized cost, net	11,602			549,432		424,420		—			985,454
Residential loans at fair value	—			10,423,797		301,435		—			10,725,232
Receivables, net	17,546			545,526		5,835		(444,563		)	124,344
Servicer and protective advances, net	—			386,434		408,803		18,196			813,433
Servicing rights, net	—			773,251		—		—			773,251
Goodwill	—			47,747		—		—			47,747
Intangible assets, net	—			8,733		—		—			8,733
Premises and equipment, net	600			49,613		—		—			50,213
Deferred tax assets, net	2,119			—		—		(719		)	1,400
Other assets	27,639			168,119		39,837		—			235,595
Due from affiliates, net	89,429			—		—		(89,429		)	—
Investments in consolidated subsidiaries and VIEs	1,453,385			22,781		—		(1,476,166		)	—
Total assets	$	1,604,329		$	13,326,674	$	1,225,875	$	(1,992,681	)	$	14,164,197

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Payables and accrued liabilities	$	31,922		$	958,954	$	11,641	$	(8,056	)	$	994,461
Servicer payables	—			116,779		—		—			116,779
Servicing advance liabilities	—			483,462		444,563		(444,563		)	483,462
Warehouse borrowings	—			1,085,198		—		—			1,085,198
Servicing rights related liabilities at fair value	—			32		—		—			32
Corporate debt	1,214,663			—		—		—			1,214,663
Mortgage-backed debt	—			—		735,882		—			735,882
HMBS related obligations at fair value	—			9,175,128		—		—			9,175,128
Deferred tax liabilities, net	—			1,567		—		(719		)	848
Obligation to fund Non-Guarantor VIEs	—			41,314		—		(41,314		)	—
Due to affiliates, net	—			82,381		7,048		(89,429		)	—
Total liabilities not subject to compromise	1,246,585			11,944,815		1,199,134		(584,081		)	13,806,453
Liabilities subject to compromise	806,937			—		—		—			806,937
Total liabilities	2,053,522			11,944,815		1,199,134		(584,081		)	14,613,390

Stockholders' equity (deficit):
Total stockholders' equity (deficit)	(449,193		)	1,381,859		26,741		(1,408,600		)	(449,193		)
Total liabilities and stockholders' equity (deficit)	$	1,604,329		$	13,326,674	$	1,225,875	$	(1,992,681	)	$	14,164,197

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Condensed Consolidating Balance Sheet
December 31, 2016
(in thousands)

	Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries and VIEs		Eliminations and Reclassifications			Consolidated
ASSETS
Cash and cash equivalents	$	773		$	221,825	$	2,000	$	—		$	224,598
Restricted cash and cash equivalents	1,502			158,204		44,757		—			204,463
Residential loans at amortized cost, net	12,891			189,441		462,877		—			665,209
Residential loans at fair value	—			11,924,043		492,499		—			12,416,542
Receivables, net	97,424			154,852		15,686		—			267,962
Servicer and protective advances, net	—			481,099		688,961		25,320			1,195,380
Servicing rights, net	—			1,029,719		—		—			1,029,719
Goodwill	—			47,747		—		—			47,747
Intangible assets, net	—			11,347		—		—			11,347
Premises and equipment, net	1,181			81,447		—		—			82,628
Assets held for sale	—			65,045		6,040		—			71,085
Other assets	30,789			191,671		19,830		—			242,290
Due from affiliates, net	392,998			—		—		(392,998		)	—
Investments in consolidated subsidiaries and VIEs	1,620,339			134,612		—		(1,754,951		)	—
Total assets	$	2,157,897		$	14,691,052	$	1,732,650	$	(2,122,629	)	$	16,458,970

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Payables and accrued liabilities	$	53,337		$	708,070	$	5,474	$	(7,870	)	$	759,011
Servicer payables	—			146,332		—		—			146,332
Servicing advance liabilities	—			132,664		650,565		—			783,229
Warehouse borrowings	—			1,203,355		—		—			1,203,355
Servicing rights related liabilities at fair value	—			1,902		—		—			1,902
Corporate debt	2,129,000			—		—		—			2,129,000
Mortgage-backed debt	—			—		943,956		—			943,956
HMBS related obligations at fair value	—			10,509,449		—		—			10,509,449
Deferred tax liabilities, net	—			3,204		1,570		—			4,774
Liabilities held for sale	—			1,179		1,223		—			2,402
Obligation to fund Non-Guarantor VIEs	—			46,417		—		(46,417		)	—
Due to affiliates, net	—			392,812		185		(392,997		)	—
Total liabilities	2,182,337			13,145,384		1,602,973		(447,284		)	16,483,410

Stockholders' equity (deficit):
Total stockholders' equity (deficit)	(24,440		)	1,545,668		129,677		(1,675,345		)	(24,440		)
Total liabilities and stockholders' equity (deficit)	$	2,157,897		$	14,691,052	$	1,732,650	$	(2,122,629	)	$	16,458,970

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Condensed Consolidating Statement of Comprehensive Income (Loss)
For the Year Ended December 31, 2017
(in thousands)

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries and VIEs			Eliminations and Reclassifications			Consolidated
REVENUES
Net servicing revenue and fees	$	—		$	354,450		$	—		$	(7,768	)	$	346,682
Net gains on sales of loans	—			284,391			—			—			284,391
Net fair value gains on reverse loans and related HMBS obligations	—			42,369			50			—			42,419
Interest income on loans	865			1,500			38,830			—			41,195
Insurance revenue	—			3,711			309			(57		)	3,963
Other revenues	355			112,209			63,657			(63,611		)	112,610
Total revenues	1,220			798,630			102,846			(71,436		)	831,260

EXPENSES
General and administrative	95,660			554,098			11,519			(64,439		)	596,838
Salaries and benefits	40,763			344,051			—			—			384,814
Interest expense	134,660			81,788			44,855			(59		)	261,244
Depreciation and amortization	700			40,010			54			—			40,764
Reorganization items	37,645			—			—			—			37,645
Corporate allocations	(86,309		)	86,309			—			—			—
Other expenses, net	564			5,475			5,022			—			11,061
Total expenses	223,683			1,111,731			61,450			(64,498		)	1,332,366

OTHER GAINS (LOSSES)
Gain on sale of business	—			67,734			—			—			67,734
Net losses on extinguishment of debt	(1,797		)	(2,410		)	(1,904		)	—			(6,111		)
Other net fair value gains (losses)	—			(1,852		)	3,860			—			2,008
Other	—			—			7,219			—			7,219
Total other gains (losses)	(1,797		)	63,472			9,175			—			70,850

Income (loss) before income taxes	(224,260		)	(249,629		)	50,571			(6,938		)	(430,256		)
Income tax expense (benefit)	(24,381		)	12,850			8,534			(360		)	(3,357		)
Income (loss) before equity in earnings (losses) of consolidated subsidiaries and VIEs	(199,879		)	(262,479		)	42,037			(6,578		)	(426,899		)
Equity in earnings (losses) of consolidated subsidiaries and VIEs	(227,020		)	37,036			—			189,984			—
Net income (loss)	$	(426,899	)	$	(225,443	)	$	42,037		$	183,406		$	(426,899	)

Comprehensive income (loss)	$	(426,889	)	$	(225,443	)	$	42,037		$	183,406		$	(426,889	)

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Condensed Consolidating Statement of Comprehensive Income (Loss)
For the Year Ended December 31, 2016
(in thousands)

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries and VIEs			Eliminations and Reclassifications			Consolidated
REVENUES
Net servicing revenue and fees	$	—		$	349,822		$	—		$	(8,831	)	$	340,991
Net gains on sales of loans	—			409,448			—			—			409,448
Net fair value gains (losses) on reverse loans and related HMBS obligations	—			59,422			(400		)	—			59,022
Interest income on loans	1,082			504			44,114			—			45,700
Insurance revenue	—			38,588			4,141			(761		)	41,968
Other revenues, net	(1,914		)	102,453			68,117			(70,068		)	98,588
Total revenues	(832		)	960,237			115,972			(79,660		)	995,717

EXPENSES
General and administrative	67,583			608,067			14,670			(70,548		)	619,772
Salaries and benefits	60,119			460,238			—			—			520,357
Interest expense	144,170			49,769			63,929			(2,087		)	255,781
Depreciation and amortization	783			57,946			697			—			59,426
Goodwill and intangible assets impairment	—			326,286			—			—			326,286
Corporate allocations	(119,953		)	119,953			—			—			—
Other expenses, net	621			4,434			5,475			—			10,530
Total expenses	153,323			1,626,693			84,771			(72,635		)	1,792,152

OTHER GAINS (LOSSES)
Net gains on extinguishment of debt	14,662			—			—			—			14,662
Other net fair value losses	—			(805		)	(3,429		)	—			(4,234		)
Other	(979		)	(2,832		)	—			—			(3,811		)
Total other gains (losses)	13,683			(3,637		)	(3,429		)	—			6,617

Income (loss) before income taxes	(140,472		)	(670,093		)	27,772			(7,025		)	(789,818		)
Income tax expense (benefit)	(5,224		)	42,114			7,528			(378		)	44,040
Income (loss) before equity in earnings (losses) of consolidated subsidiaries and VIEs	(135,248		)	(712,207		)	20,244			(6,647		)	(833,858		)
Equity in earnings (losses) of consolidated subsidiaries and VIEs	(698,610		)	13,356			—			685,254			—
Net income (loss)	$	(833,858	)	$	(698,851	)	$	20,244		$	678,607		$	(833,858	)

Comprehensive income (loss)	$	(833,738	)	$	(698,851	)	$	20,244		$	678,607		$	(833,738	)

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Condensed Consolidating Statement of Cash Flows
For the Year Ended December 31, 2017
(in thousands)

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries and VIEs			Eliminations and Reclassifications			Consolidated
Cash flows provided by (used in) operating activities	$	(71,410	)	$	496,899		$	328,522		$	25,061		$	779,072

Investing activities
Purchases and originations of reverse loans held for investment	—			(382,769		)	—			—			(382,769		)
Principal payments received on reverse loans held for investment	—			1,431,049			—			—			1,431,049
Principal payments received on mortgage loans held for investment	1,443			—			185,037			(25,061		)	161,419
Payments received on charged-off loans held for investment	—			16,997			—			—			16,997
Payments received on receivables related to Non-Residual Trusts	—			—			14,869			—			14,869
Proceeds from sales of real estate owned, net	83			140,379			3,809			(59		)	144,212
Purchases of premises and equipment	(1,099		)	(5,042		)	—			—			(6,141		)
Decrease (increase) in restricted cash and cash equivalents	(2		)	2,858			633			—			3,489
Payments for acquisitions of businesses, net of cash acquired	—			(1,004		)	—			—			(1,004		)
Acquisitions of servicing rights, net	—			(228		)	—			—			(228		)
Proceeds from sales of servicing rights, net	—			137,301			—			—			137,301
Proceeds from sale of business	—			131,074			—			—			131,074
Cash outflow from deconsolidation of variable interest entities	—			—			(100,951		)	—			(100,951		)
Notes acquired from servicer and protective advance financing facilities	—			(444,563		)	—			444,563			—
Capital contributions to subsidiaries and VIEs	(102,897		)	(9,702		)	—			112,599			—
Returns of capital from subsidiaries and VIEs	223,999			124,570			—			(348,569		)	—
Change in due from affiliates	171,805			13,240			1,165			(186,210		)	—
Other	11,779			(5,434		)	—			59			6,404
Cash flows provided by investing activities	305,111			1,148,726			104,562			(2,678		)	1,555,721

Financing activities
Payments and extinguishments of corporate debt	(186,910		)	—			—			—			(186,910		)
Proceeds from securitizations of reverse loans	—			464,192			—			—			464,192
Payments on HMBS related obligations	—			(1,992,729		)	—			—			(1,992,729		)
Issuances of servicing advance liabilities	—			601,270			881,690			—			1,482,960
Payments on servicing advance liabilities	—			(250,473		)	(1,534,656		)	—			(1,785,129		)
Net change in warehouse borrowings related to mortgage loans	—			(546,556		)	—			—			(546,556		)
Net change in warehouse borrowings related to reverse loans	—			428,399			—			—			428,399
Payments on servicing rights related liabilities	—			(1,415		)	—			—			(1,415		)
Payments on mortgage-backed debt	—			—			(108,018		)	—			(108,018		)
Other debt issuance costs paid	(32,573		)	(15,055		)	(1,677		)	—			(49,305		)
Sale of notes by servicer and protective advance financing facilities	—			—			444,563			(444,563		)	—
Capital contributions	—			27,897			84,702			(112,599		)	—
Capital distributions	—			(147,657		)	(200,912		)	348,569			—
Change in due to affiliates	(14,409		)	(173,188		)	1,387			186,210			—
Other	(76		)	21,328			(163		)	—			21,089
Cash flows used in financing activities	(233,968		)	(1,583,987		)	(433,084		)	(22,383		)	(2,273,422		)

Net increase (decrease) in cash and cash equivalents	(267		)	61,638			—			—			61,371
Cash and cash equivalents at the beginning of the year	773			221,825			2,000			—			224,598
Cash and cash equivalents at the end of the year	$	506		$	283,463		$	2,000		$	—		$	285,969

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Condensed Consolidating Statement of Cash Flows
For the Year Ended December 31, 2016
(in thousands)

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries and VIEs			Eliminations and Reclassifications			Consolidated
Cash flows provided by (used in) operating activities	$	(204,359	)	$	203,585		$	452,724		$	—		$	451,950

Investing activities
Purchases and originations of reverse loans held for investment	—			(896,879		)	—			—			(896,879		)
Principal payments received on reverse loans held for investment	—			1,122,267			—			—			1,122,267
Principal payments received on mortgage loans held for investment	940			—			91,679			—			92,619
Payments received on charged-off loans held for investment	—			23,060			—			—			23,060
Payments received on receivables related to Non-Residual Trusts	—			—			8,110			—			8,110
Proceeds from sales of real estate owned, net	30			107,347			3,714			—			111,091
Purchases of premises and equipment	(595		)	(32,271		)	—			—			(32,866		)
Decrease (increase) in restricted cash and cash equivalents	9,011			(114		)	49			—			8,946
Payments for acquisitions of businesses, net of cash acquired	—			(3,066		)	—			—			(3,066		)
Acquisitions of servicing rights, net	—			(9,794		)	—			—			(9,794		)
Proceeds from sales of servicing rights, net	—			280,970			—			—			280,970
Capital contributions to subsidiaries and VIEs	—			(26,440		)	—			26,440			—
Returns of capital from subsidiaries and VIEs	10,991			33,233			—			(44,224		)	—
Change in due from affiliates	126,883			2,372			(5,899		)	(123,356		)	—
Other	309			(4,958		)	—			—			(4,649		)
Cash flows provided by investing activities	147,569			595,727			97,653			(141,140		)	699,809

Financing activities
Payments and extinguishments of corporate debt	(31,037		)	(480		)	—			—			(31,517		)
Proceeds from securitizations of reverse loans	—			960,157			—			—			960,157
Payments on HMBS related obligations	—			(1,371,375		)	—			—			(1,371,375		)
Issuances of servicing advance liabilities	—			228,059			1,951,429			—			2,179,488
Payments on servicing advance liabilities	—			(331,376		)	(2,294,100		)	—			(2,625,476		)
Net change in warehouse borrowings related to mortgage loans	—			(151,172		)	—			—			(151,172		)
Net change in warehouse borrowings related to reverse loans	—			14,139			—			—			14,139
Proceeds from sales of excess servicing spreads and servicing rights	—			34,307			—			—			34,307
Payments on servicing rights related liabilities	—			(22,092		)	—			—			(22,092		)
Payments on mortgage-backed debt	—			—			(107,598		)	—			(107,598		)
Other debt issuance costs paid	(528		)	(7,206		)	(3,305		)	—			(11,039		)
Capital contributions	—			—			26,440			(26,440		)	—
Capital distributions	—			(5,430		)	(38,794		)	44,224			—
Change in due to affiliates	85,801			(121,164		)	(87,993		)	123,356			—
Other	(689		)	(666		)	3,544			—			2,189
Cash flows provided by (used in) financing activities	53,547			(774,299		)	(550,377		)	141,140			(1,129,989		)

Net increase (decrease) in cash and cash equivalents	(3,243		)	25,013			—			—			21,770
Cash and cash equivalents at the beginning of the year	4,016			196,812			2,000			—			202,828
Cash and cash equivalents at the end of the year	$	773		$	221,825		$	2,000		$	—		$	224,598

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32. Related-Party Transactions

WCO was established to invest in mortgage-related assets. In November 2016, WCO entered into a series of agreements whereby it agreed to sell substantially all of its assets, which included the sale of substantially all of its MSR portfolio, to NRM. In connection with the December 2016 closing of the transactions relating thereto, WCO commenced liquidation activities and is currently projecting the fourth quarter of 2018 as the end date for winding down its operations.

The Company's investment in WCO was $7.8 million and $19.4 million at December 31, 2017 and 2016 , respectively. The Company recorded losses relating to its investment in WCO of $0.1 million and $2.2 million for the years ended December 31, 2017 and 2016 , respectively. Additionally, the Company received dividends of $11.5 million and $1.0 million from WCO during the years ended December 31, 2017 and 2016 , respectively.

During 2016, the Company served as investment manager for WCO pursuant to a management agreement. During the third quarter of 2017, the Company and WCO terminated the management agreement and entered into a services agreement, under which the Company currently provides non-investment advisory and administrative services to WCO. The Company earned fees for providing these services to WCO of $0.2 million and $1.7 million for the years ended December 31, 2017 and 2016 , respectively, which are recorded in other revenues on the consolidated statements of comprehensive loss. The Company had less than $0.1 million and $0.9 million included in receivables, net on the consolidated balance sheets at December 31, 2017 and 2016 , respectively, relating to fees earned for the aforementioned services provided to WCO, as well as pass-throughs to WCO related to general and administrative and payroll-related expenses at December 31 2016.

During the third quarter of 2017, the Company entered into an interest purchase agreement with WCO to repurchase Marix, formerly a wholly-owned subsidiary of the Company, for $0.7 million . The transfer was completed on February 28, 2018.

WCO lacks sufficient equity at risk to finance its activities without subordinated financial support and, as such, is a VIE. WCO’s board of directors has decision making authority as it relates to the activities that most significantly impact the economic performance of WCO, including making decisions related to significant investments, servicing, capital and debt financing. As a result, the Company is not deemed to be the primary beneficiary of WCO as it does not have the power to direct the activities that most significantly impact WCO’s economic performance.

The following table presents the carrying amounts of the Company’s assets and liabilities that relate to WCO, as well as the size of the unconsolidated VIE (in thousands):



	Carrying Value of Assets and Liabilities Recorded on the Consolidated Balance Sheets
	Servicer and Protective Advances, Net		Receivables, Net		Other Assets ⁽¹⁾		Payables and Accrued Liabilities			Net Assets		Size of VIE ⁽²⁾
December 31, 2017	$	4,670	$	50	$	7,816	$	—		$	12,536	$	23,543
December 31, 2016	6,980		$	1,392	19,403		(1,353		)	26,422		194,556

__________


(1)	Other assets at December 31, 2017 and 2016 are primarily comprised of the Company's investment in WCO.


(2)	The size of the VIE is deemed to be WCO's net assets.

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33. Quarterly Results of Operations (Unaudited)

The following tables summarize the Company’s unaudited consolidated results of operations on a quarterly basis for the years ended December 31, 2017 and 2016 . The sum of the quarterly earnings (loss) per share amounts do not equal the amount reported for the full year since per share amounts are computed independently for each quarter and for the full year based on respective weighted-average shares outstanding and other dilutive potential shares.

Quarterly results of operations are summarized as follows (in thousands, except per share data):



	For the 2017 Quarters Ended
	December 31			September 30			June 30			March 31
Total revenues	$	200,544		$	176,644		$	208,787		$	245,285
Total expenses	422,916			303,146			292,595			313,709
Total other gains (losses)	4,023			2,824			(8,807		)	72,810
Income (loss) before income taxes ⁽¹⁾	(218,349		)	(123,678		)	(92,615		)	4,386
Income tax expense (benefit)	(5,384		)	455			1,694			(122		)
Net income (loss)	$	(212,965	)	$	(124,133	)	$	(94,309	)	$	4,508
Basic and diluted earnings (loss) per common and common equivalent share	$	(5.70	)	$	(3.38	)	$	(2.58	)	$	0.12

__________


(1)	A significant portion of the Company's asset and liabilities are carried at fair value and as a result, the Company’s net income or loss can be materially impacted quarter over quarter by gains and losses resulting from changes in valuation inputs and other assumptions used in the fair value of the assets and liabilities.



	For the 2016 Quarters Ended
	December 31 ⁽²⁾			September 30 ⁽²⁾			June 30 ⁽²⁾			March 31
Total revenues	$	444,143		$	297,330		$	187,473		$	66,771
Total expenses	417,229			465,795			565,706			343,422
Total other gains (losses)	(74		)	10,282			(1,351		)	(2,240		)
Income (loss) before income taxes ⁽¹⁾	26,840			(158,183		)	(379,584		)	(278,891		)
Income tax expense (benefit)	(15,234		)	55,084			110,379			(106,189		)
Net income (loss)	$	42,074		$	(213,267	)	$	(489,963	)	$	(172,702	)
Basic and diluted earnings (loss) per common and common equivalent share	$	1.16		$	(5.90	)	$	(13.68	)	$	(4.85	)

__________


(1)	A significant portion of the Company's asset and liabilities are carried at fair value and as a result, the Company’s net income or loss can be materially impacted quarter over quarter by gains and losses resulting from changes in valuation inputs and other assumptions used in the fair value of the assets and liabilities.


(2)	The Company recorded goodwill impairment losses of $215.4 million , $91.0 million and $13.2 million during the second, third and fourth quarters of 2016, respectively. Refer to Note 15 for further information.

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Ditech Holding Corporation

Schedule I

Financial Information

(Parent Company Only)

(Debtor-in-Possession)

(in thousands, except share and per share data)



	December 31,
	2017			2016
ASSETS
Cash and cash equivalents	$	506		$	773
Restricted cash and cash equivalents	1,503			1,502
Residential loans at amortized cost, net	11,602			12,891
Receivables, net	17,546			97,424
Premises and equipment, net	600			1,181
Deferred tax assets, net	2,119			—
Other assets	27,639			30,789
Due from affiliates, net	89,429			392,998
Investments in consolidated subsidiaries and VIEs	1,453,385			1,620,339
Total assets	$	1,604,329		$	2,157,897

LIABILITIES AND STOCKHOLDERS' DEFICIT
Payables and accrued liabilities	$	31,922		$	53,337
Corporate debt	1,214,663			2,129,000
Total liabilities not subject to compromise	1,246,585			2,182,337
Liabilities subject to compromise	806,937			—
Total liabilities	2,053,522			2,182,337

Stockholders' deficit:
Preferred stock, $0.01 par value per share:
Authorized - 10,000,000 shares
Issued and outstanding - 0 shares at December 31, 2017 and 2016	—			—
Common stock, $0.01 par value per share:
Authorized - 90,000,000 shares
Issued and outstanding - 37,373,616 and 36,391,129 shares at December 31, 2017 and 2016, respectively	374			364
Additional paid-in capital	598,193			596,067
Accumulated deficit	(1,048,817		)	(621,804		)
Accumulated other comprehensive income	1,057			933
Total stockholders' deficit	(449,193		)	(24,440		)
Total liabilities and stockholders' deficit	$	1,604,329		$	2,157,897

The accompanying notes are an integral part of the consolidated financial statements.

F-87

Table of Contents

Ditech Holding Corporation

Schedule I

Financial Information

(Parent Company Only)

(Debtor-in-Possession)

(in thousands)



	For the Years Ended December 31,
	2017			2016
REVENUES
Interest income on loans	$	865		$	1,082
Other revenues, net	355			(1,914		)
Total revenues	1,220			(832		)

EXPENSES
Interest expense	134,660			144,170
General and administrative	95,660			67,583
Salaries and benefits	40,763			60,119
Reorganization items	37,645			—
Depreciation and amortization	700			783
Corporate allocations	(86,309		)	(119,953		)
Other expenses, net	564			621
Total expenses	223,683			153,323

OTHER GAINS (LOSSES)
Net gains (losses) on extinguishment of debt	(1,797		)	14,662
Other	—			(979		)
Total other gains (losses)	(1,797		)	13,683

Loss before income taxes	(224,260		)	(140,472		)
Income tax benefit	(24,381		)	(5,224		)
Loss before equity in losses of consolidated subsidiaries and VIEs	(199,879		)	(135,248		)
Equity in losses of consolidated subsidiaries and VIEs	(227,020		)	(698,610		)
Net loss	$	(426,899	)	$	(833,858	)

Comprehensive loss	$	(426,889	)	$	(833,738	)

The accompanying notes are an integral part of the consolidated financial statements.

F-88

Table of Contents

Ditech Holding Corporation

Schedule I

Financial Information

(Parent Company Only)

(Debtor-in-Possession)

(in thousands)



	For the Years Ended December 31,
	2017			2016
Cash flows used in operating activities	$	(71,410	)	$	(204,359	)

Investing activities
Principal payments received on mortgage loans held for investment	1,443			940
Proceeds from sales of real estate owned, net	83			30
Purchases of premises and equipment	(1,099		)	(595		)
Decrease (increase) in restricted cash and cash equivalents	(2		)	9,011
Capital contributions to subsidiaries and VIEs	(102,897		)	—
Returns of capital from subsidiaries and VIEs	223,999			10,991
Change in due from affiliates	171,805			126,883
Other	11,779			309
Cash flows provided by investing activities	305,111			147,569

Financing activities
Payments and extinguishments of corporate debt	(186,910		)	(31,037		)
Other debt issuance costs paid	(32,573		)	(528		)
Change in due to affiliates	(14,409		)	85,801
Other	(76		)	(689		)
Cash flows provided by (used in) financing activities	(233,968		)	53,547

Net decrease in cash and cash equivalents	(267		)	(3,243		)
Cash and cash equivalents at the beginning of the year	773			4,016
Cash and cash equivalents at the end of the year	$	506		$	773

The accompanying notes are an integral part of the consolidated financial statements.

F-89

Table of Contents

Ditech Holding Corporation

Schedule I

Notes to the Parent Company Financial Statements

(Debtor-in-Possession)

1. Basis of Presentation

The financial information of the Parent Company should be read in conjunction with the Consolidated Financial Statements included in this report. These Parent Company financial statements reflect the results of operations, financial position and cash flows for the Parent Company and its consolidated subsidiaries and VIEs in which it is the primary beneficiary. These consolidated subsidiaries and VIEs are accounted for using the equity method of accounting.

The accompanying Parent Company financial statements have been prepared in accordance with GAAP. The preparation of these Parent Company financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. These Parent Company financial statements include certain intercompany allocations to its subsidiaries that management believes have been made on a reasonable basis. These costs primarily include executive salaries and other centralized business functions. Refer to Note 28 to the Consolidated Financial Statements for additional information on intercompany allocations.

2. Emergence from Reorganization Proceedings

On November 30, 2017, Walter Investment Management Corp. filed a Bankruptcy Petition under the Bankruptcy Code to pursue the Prepackaged Plan announced on November 6, 2017. On January 17, 2018, the Bankruptcy Court approved the amended Prepackaged Plan and on January 18, 2018, entered a confirmation order approving the Prepackaged Plan. On February 9, 2018, the Prepackaged Plan became effective pursuant to its terms and Walter Investment Management Corp. emerged from the Chapter 11 Case. The Company continued to operate throughout the Chapter 11 Case and upon emergence changed its name to Ditech Holding Corporation. From and after effectiveness of the Prepackaged Plan, the Company has continued, in its previous organizational form, to carry out its business. The Parent Company’s emergence from the Chapter 11 Case has resolved the significant risks and uncertainties which previously raised substantial doubt about the Parent Company’s ability to continue as a going concern.

The impact of the emergence from reorganization proceedings on the Company's debt and equity is discussed in further detail in Notes 21 , 24 and 26 to the Consolidated Financial Statements.

Reorganization Items

The Parent Company's reorganization items consist of the following (in thousands):



	For the Year Ended December 31, 2017
Write off of deferred debt issuance costs	$	34,406
Legal and professional fees ⁽¹⁾	3,098
Other expenses ⁽²⁾	141
Total reorganization items	$	37,645

__________


(1)	Professional fees are directly related to the reorganization.


(2)	Other expenses consist of the U.S. Trustee fees and costs related to licensing matters.

During the year ended December 31, 2017 , no cash payments were made for reorganization items.

F-90

Table of Contents

Liabilities Subject to Compromise

Liabilities subject to compromise include unsecured or under-secured liabilities incurred prior to the Petition Date. These liabilities represent the amounts expected to be allowed on known or potential claims to be resolved through the Chapter 11 Case and remain subject to future adjustments based on negotiated settlements with claimants, actions of the Bankruptcy Court, rejection of executory contracts, proofs of claims or other events. Additionally, liabilities subject to compromise also include certain items that may be assumed under a plan of reorganization, and as such, may be subsequently reclassified to liabilities not subject to compromise. Generally, actions to enforce or otherwise effect payment of pre-petition liabilities are subject to the automatic stay or an approved motion of the Bankruptcy Court.

The Parent Company's liabilities subject to compromise consist of the following (in thousands):



	December 31, 2017
Senior Notes	$	538,662
Convertible Notes	242,468
Accrued interest ⁽¹⁾	25,807
Total liabilities subject to compromise	$	806,937

__________

(1)

Fresh Start Accounting

3. Supplemental Disclosures of Cash Flow Information

The Parent Company’s supplemental disclosures of cash flow information are summarized as follows (in thousands):



	For the Years Ended December 31,
	2017			2016
Supplemental Disclosure of Cash Flow Information
Cash paid for interest	$	93,327		$	123,369
Cash paid (received) for taxes	(72,982		)	61,289
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Real estate owned acquired through foreclosure	501			806
Residential loans originated to finance the sale of real estate owned	657			540
Contributions to subsidiaries	184,474			68,637
Distributions from subsidiaries	4,474			14,727

4. Guarantees

Refer to Note 29 to the Consolidated Financial Statements for certain guarantees made by the Parent Company in regards to Ditech Financial and RMS. In addition to these guarantees, all obligations of Ditech Financial and RMS under master repurchase agreements and certain servicing advance facilities are guaranteed by the Parent. The Parent also guarantees certain subsidiary obligations such as agreements to perform servicing in accordance with contract terms.

F-91

Exhibit 10.9

November 30, 2017

Jerry Lombardo

5B Foley Square

New Providence, NJ 07974

Dear Jerry:

I am pleased to confirm our offer of employment to you with Walter Investment Management Corp. (the “ Company ”). This letter (the “ Offer Letter ”) sets forth the basic terms and conditions of your employment. Your employment will commence on a date reasonably agreed upon by you and the Company, but in any event no later than February 1, 2018 (such date, the “ Start Date ”). You agree that you shall use your best efforts to have your current employer waive or shorten your notice period and commence your employment with the Company as soon as possible.

Position/Reporting: As of a date to be agreed upon by you and the Company, but in any event not later than 90 days following the Start Date, you will be employed in the position of Chief Financial Officer of the Company. You shall report to the Chief Executive Officer of the Company, or such other officer as the Company may designate from time to time depending on business needs and circumstances. In such position, you will perform such duties and have such responsibilities associated with your position and as may be assigned to you from time to time by the reporting officer and the Board.

Base Salary: While employed hereunder, you will receive an annual base salary of $450,000 (prior to applicable withholdings), payable at the time and in the manner consistent with the Company's standard payroll policies and practices.

Annual Incentive Plan: While employed hereunder, you will be eligible for an annual incentive bonus opportunity under the Company’s annual incentive compensation plan as in effect from time to time (“ AIP ”). The annual incentive bonus will be based on Company performance and other objectives established under the AIP by the Company’s Board of Directors or a committee thereof (the “ Board ”). For calendar year 2018, you will be eligible to earn a target bonus of $500,000 under the AIP, depending on satisfaction of the objectives established for the calendar year, as determined by the Board. In the event that your Start Date is later than February 1, 2018, such target bonus amount shall be pro-rated for the number of days that you are employed during the calendar year. Annual bonuses are typically paid in the first quarter of the following calendar year, and you must be employed as of the date that bonuses are paid in order to be eligible for payment.

Following calendar year 2018, the Board may review your base salary and annual incentive bonus opportunity from time to time to determine whether to make any adjustments.

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Long-Term Incentive Plan: While employed hereunder, you will be eligible to participate in the Company’s long-term incentive plan (“ LTIP ”) to be implemented following the effective date of the Company’s reorganization under Chapter 11 of the U.S. Bankruptcy Code (“ Reorganization Date ”). Your level of participation in the LTIP shall be in a manner and at the level determined by the Board. For 2018, you will receive two grants under the LTIP (which may be in the form of equity, equity-related instruments and/or cash, or some combination thereof), to be granted as promptly as practicable following the Reorganization Date:

• a “make-whole” grant with a targeted value of $290,000 on the date of grant, as determined by the Board, in respect of forfeited compensation from your prior employer, with $205,000 such grant date value to vest on the first anniversary of your Start Date and $85,000 of such grant date value to vest on the second anniversary of your Start Date, subject to your continued employment; and

• a 2018 incentive grant with a targeted value of $500,000 on the date of grant, as determined by the Board, with vesting to be based upon such service and performance conditions as determined by the Board that is generally consistent with the LTIP incentive grants made to other senior management of the Company.

It is intended that such LTIP awards would be made as promptly as practicable following the Reorganization Date and the adoption of the LTIP by the Board of the reorganized Company, but in any event not later than July 1, 2018. The complete terms and conditions of the LTIP grants described above shall be determined by the Board in its discretion consistent with the foregoing and shall be set forth in an award agreement issued under the LTIP.

Sign-On Bonus: The Company has agreed to provide you with a one-time sign-on bonus in the amount of $735,000 (prior to applicable withholdings), payable in a lump sum cash payment on the first payroll date immediately following your Start Date (the “Sign-On Bonus”). In the event that, prior the first anniversary of your Start Date, either (i) you voluntarily terminate your employment for any reason, or (ii) your employment is terminated by the Company for Cause, you will be required to repay to the Company, within sixty (60) days following such termination date, the full amount of your Sign-On Bonus. In the event that, prior the first anniversary of your Start Date, your employment is terminated by the Company without Cause, you will be required to repay to the Company, within sixty (60) days following such termination date, a pro-rata portion of amount of your Sign-On Bonus, which shall be equal to the product of (A) the full Sign-On Bonus and (B) a fraction, the numerator of which is twelve (12) less the number of full months of your employment from the Start Date through and the date of termination, and the denominator of which is twelve (12).

Relocation Expenses: It is agreed and understood that in order to perform the functions of your position you will be required to relocate to the Fort Washington, Pennsylvania area. In order to assist with this relocation, you will be eligible for relocation benefits pursuant to the Company’s Relocation Benefit Guidelines for Tier III employees, a copy of which has been provided to you.

Confidentiality, Non-Interference, and Invention Assignment Agreement: You will, as a condition of this offer, be required to execute the Confidentiality, Non-Interference, and Invention Assignment Agreement attached hereto as Exhibit A (the “ Employee Covenants Agreement ”)

Health and Welfare and Retirement Benefits: You shall be entitled to participate in the employee benefit programs provided to the Company’s senior management employees generally, including, but not limited to, medical, dental, disability, group life, 401(k), and any other benefits as the Company may from time to time and in its sole discretion make available, subject to eligibility requirements.

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Paid Time Off and Holidays: As a senior management employee, you are eligible for paid time off that does not have a fixed limitation, subject to business needs. You will be on the honor system to take vacation and paid time off at your discretion, subject to ensuring that your job duties and responsibilities are being met. In addition, you will receive such paid holidays consistent with the Company’s standard policies.

Indemnification: As an officer of the Company, you will entitled to indemnification consistent with the Company’s Articles of Amendment and Restatement (as amended) and Bylaws (as amended) and applicable law, and will be entitled to coverage under the Company’s D&O insurance policies as in effect from time to time.

At-Will Employment: You will be employed at will, which means that either you or the Company can elect to terminate the employment relationship at any time, for any or no reason; provided , however , that you will be required to provide the Company at least two weeks’ prior written notice of your termination of employment. Notwithstanding the foregoing, the Company may, in its sole and absolute discretion, by written notice to you, accelerate such date of termination. All base salary, benefits and other compensation will end upon the termination of your employment except as required by applicable law.

Severance: In the event of a termination of your employment by the Company without Cause (as defined below), you shall be entitled to a severance benefit equal to twelve (12) months of your base salary on the date of such termination, payable in equal bi-weekly installments over a period of twelve (12) months in accordance with the Company’s regular payroll practices (the “ Severance Payments ”). Receipt of the Severance Payments is conditioned upon (i) your execution and non-revocation of a general release of claims in the form provided by the Company and (ii) your continued compliance with the Employee Covenants Agreement. The Severance Payments will begin on the first regularly scheduled payroll date following the 60th day after such termination. For purposes hereof, “Cause” shall mean your (i) conviction of, or plea of guilty or nolo contendere to, a crime constituting a felony, (ii) commission of an act of fraud, embezzlement or willful dishonesty in relation to the business or affairs of the Company, or any other act that is materially injurious to the Company or its reputation or which compromises your ability to perform your job function, (iii) willful failure to substantially perform your duties, (iii) material violation of the Company’s written policies relating to business conduct or of other material policies of the Company, or (iv) material breach of this Offer Letter or the Employee Covenants Agreement.

Section 409A : The payments and benefits under this Offer Letter are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively “ Section 409A ”), whether pursuant to the short-term deferral exception or otherwise, and, accordingly, to the maximum extent permitted, this Offer Letter shall be interpreted to be exempt from Section 409A.

This Offer Letter replaces any previous oral or written representations about this job offer and is to be interpreted and governed by the laws of the Commonwealth of Pennsylvania.

This Offer Letter may be signed in counterparts, each of which, along with any facsimile or scanned email versions, will be deemed an original.

Please indicate your acceptance of the terms of this Offer Letter by signing below and returning a fully executed copy to me. Jerry, we are excited to have you join the Company and I look forward to working together.

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Sincerely,

Walter Investment Management Corp.

_/s/ Anthony Renzi________________

Anthony Renzi

Chief Executive Officer and President

ACKNOWLEDGMENT

I hereby agree to employment on the terms and conditions set forth in this Offer Letter.

Dated: _November 30, 2017____

_/s/ Jerry Lombardo_______________

Jerry Lombardo

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EXHIBIT A

CONFIDENTIALITY, NON-INTERFERENCE, AND INVENTION
ASSIGNMENT AGREEMENT

This CONFIDENTIALITY, NON-INTERFERENCE, AND INVENTION ASSIGNMENT AGREEMENT (this “ Agreement ”) is made and entered into as of this 30th day of November, 2017, by and between Walter Investment Management, Corp., a Maryland corporation (the “ Company ”), on behalf of itself and any subsidiaries and affiliates thereof (collectively, “the Company”) and Jerry Lombardo (“ Executive ”).

In consideration of the Offer Letter, dated as of the date hereof, between the Company and Executive, and Executive’s receipt of the compensation now and hereafter paid to Executive by the Company, the receipt and sufficiency of which are mutually acknowledged, the Company and Executive agree as follows:

Section 1. Confidential Information .

(a) Company Information . Executive acknowledges that, during the course of Executive’s employment, Executive will have access to and will inevitably use confidential and proprietary information of the Company. In recognition of the foregoing, Executive agrees that, at all times during the term of Executive’s employment with the Company and thereafter, to hold in confidence, and not to use, except for the benefit of the Company, or to disclose to any Person without written authorization of the Company, for any reason or purpose whatsoever, any Confidential Information that Executive obtains or creates. Executive understands that “ Confidential Information ” means information in spoken, printed, electronic, or any other form or medium, that is not generally known publicly and that the Company wishes to maintain as confidential, that has value in or to the business of the Company and that the Company has or will maintain, develop, acquire, create, compile, discover, or own. Executive understands that Confidential Information includes, but is not limited to, any and all non-public information that relates to the actual or anticipated business and/or products or services, research, or development of the Company, or to the Company’s technical data, trade secrets, or know-how, including, but not limited to, research, product and service costs and plans, business strategies, or other information regarding the Company’s products or services and markets, customer lists, customers (including, but not limited to, customers of the Company on whom Executive called or with whom Executive may become acquainted during the term of Executive’s employment), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, policies, training manuals and similar materials used by the Company in conducting its business operations, personnel information of any Person employed by the Company, potential business combinations, and other business information disclosed by the Company either directly or indirectly in writing, orally, or by drawings or inspection of premises, parts, equipment, or other Company property. Confidential Information also includes other information of any existing or prospective customer or of any other Person that has entrusted information to the Company in confidence. Executive acknowledges that the Company’s communication systems (such as email and voicemail) are maintained to assist in the conduct of the Company’s business and that such systems and data exchanged or stored thereon are Company property. Notwithstanding the foregoing, Confidential Information shall not include any of the foregoing items that have become publicly and widely known through no unauthorized disclosure by Executive or others who were under confidentiality obligations as to the item or items involved.

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(b) Former Employer Information . Executive represents and warrants that he is not a party to any non-competition agreement or other contractual limitation that would interfere with or hinder Executive’s ability to undertake the obligations and expectations of employment with the Company. Executive represents that Executive’s performance of all of the terms of this Agreement as an employee of the Company has not breached and will not breach any agreement to keep in confidence proprietary information, knowledge, or data acquired by Executive in confidence or trust prior to the commencement of Executive’s employment with the Company, and Executive will not disclose to the Company, or induce the Company to use, any developments, or confidential information or material Executive may have obtained in connection with employment with any prior employer in violation of a confidentiality agreement, nondisclosure agreement, or similar agreement with such prior employer.

(c) Permitted Disclosure . This Agreement does not limit or interfere with Executive’s right, without notice to or authorization of the Company, to communicate and cooperate in good faith with any self-regulatory organization or U.S. federal, state, or local governmental or law enforcement branch, agency, commission, or entity (collectively, a “ Governmental Entity ”) for the purpose of (i) reporting a possible violation of any U.S. federal, state, or local law or regulation, (ii) participating in any investigation or proceeding that may be conducted or managed by any Government Entity, including by providing documents or other information, or (iii) filing a charge or complaint with a Government Entity, provided that in each case, such communications, participation, and disclosures are consistent with applicable law. Additionally, Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Executive files a lawsuit for retaliation by an employer for reporting a suspected violation of law, Executive may disclose the trade secret to the Executive’s attorney and use the trade secret information in the court proceeding, if Executive files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order. All disclosures permitted under this Section 1(c) are hereinafter referred to as “ Permitted Disclosures. ” Notwithstanding the foregoing, under no circumstance will Executive be authorized to disclose any Confidential Information as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of Company’s General Counsel or other authorized officer designated by the Company.

Section 2. Developments .

All inventions, improvements, trade secrets, reports, manuals, computer programs, systems, educational and sales materials or other publications, and other ideas and materials developed or invented by Executive, including all tangible work product derived therefrom, during the period of Executive’s employment with the Company, either solely or in collaboration with others, which relate to the actual or anticipated business or research of the Company, which result from or are suggested by any work Executive may do for the Company, or which result from use of the Company’s premises or the Company’s or its customers’ property (collectively, the “ Developments ”), shall be the sole and exclusive property of the Company. Executive hereby assigns to the Company Executive’s entire right and interest in any such Developments. Executive agrees to promptly and fully disclose to the Company all Developments. At the request of the Company, Executive will, during and after the term of this Agreement, without charge to the Company but at the expense of the Company, assist the Company in any reasonable way to vest in the Company title to all such Developments, and to obtain any related patents, trademarks, or copyrights in all countries throughout the world. Executive will execute and deliver any documents that the Company may reasonably request in connection with such assistance.

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Section 3. Returning Company Documents .

At the time of the termination of Executive’s employment with the Company for any reason, Executive will promptly deliver to the Company (and will not keep in Executive’s possession, recreate, copy, or deliver to anyone else) any and all Confidential Information and all other documents, materials, information, and property created or received by Executive in connection with Executive’s employment or otherwise belonging to the Company. Any property situated on the Company’s premises and owned by the Company (or any other member of the Company), including USB flash drives and other storage media, filing cabinets, and other work areas, is subject to inspection by the Company at any time with or without notice.

Section 4. Restrictions on Interfering .

(a) Non-Competition . During the Employment Period and the Post-Termination Restricted Period, Executive shall not, directly or indirectly, individually or on behalf of any Person, whether for compensation or otherwise, engage in any Competitive Activities within the United States of America or any other jurisdiction in which the Company engages in business or derives a material portion of its revenues, or where the Company has plans to commence business activities. The parties agree that the Company’s primary, but not exclusive, competitors currently include the following: Nationstar Mortgage Holdings Inc., Ocwen Financial Corporation, PHH Corporation, Cenlar Capital Corporation, and each of their respective subsidiaries, affiliates and successors, as applicable.

(b) Non-Interference . During the Employment Period and the Post-Termination Restricted Period, Executive shall not, directly or indirectly, individually or on behalf of any Person, engage in Interfering Activities.

(c) Non-Disparagement . During the Employment Period and the Post-Termination Restricted Period, Executive shall not, directly or indirectly, individually or on behalf of any Person, induce or encourage others to make, publish, or communicate to any Person, any disparaging or defamatory comments regarding the Company, its businesses, its products or its services, or any of the Company’s current or former directors, officers, or employees. However, nothing in this Section 4(c) shall prevent Executive from making a Permitted Disclosure as defined in Section 1(c).

(d) Definitions . For purposes of this Agreement:

(i) “ Business Relation ” shall mean any current or prospective client, customer, licensee, supplier or other business relation of the Company, or any such relation that was a client, customer, licensee, supplier or other business relation within the prior six (6)-month period, in each case, with whom the Executive transacted business or whose identity became known to Executive in connection with Executive’s relationship with, or employment by, the Company.

(ii) “ Competitive Activities ” shall mean any activity in which the Executive uses Executive’s knowledge, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, partner, member, director, stockholder, officer, volunteer, intern, or any other similar capacity, on behalf of or in association with a business engaged in the same or similar business as the Company, including, without limitation, any business activity related to the residential real estate mortgage servicing or originations business, and any other business activity that is competitive with the then current or planned business activities of the Company. Competitive Activities does not include purchasing or owning less than one percent (1%) of the publicly traded securities of any corporation, provided that such ownership represents a

Page 7

passive investment and Executive is not a controlling person of, or a member of a group that controls, such corporation.

(iii) “ Employment Period ” shall mean the period of Executive’s employment with the Company.

(iv) “ Interfering Activities ” shall mean, directly or indirectly, (A) soliciting, encouraging, enticing, causing, or inducing, or in any manner attempting to solicit, encourage, entice, cause, or induce, any Person employed by, or providing consulting services to, the Company to terminate such Person’s employment or services (or in the case of a consultant, materially reducing such services) with the Company, without the prior written consent of the Company; (B) hiring or engaging any Person who was employed by, or providing consulting services to, the Company within the six (6)-month period prior to the date of such hiring or engagement; or (C) soliciting, encouraging, calling upon, directing, diverting, influencing, or inducing, or in any manner attempting to solicit, encourage, call upon, direct, divert, influence, or induce, any Business Relation to cease doing business with or reduce the amount of business conducted with the Company, or in any way interfering with the relationship between any such Business Relation and the Company; or (D) on behalf of or in association with any Person, accepting business from a Business Relation.

(v) “ Person ” shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust (charitable or non-charitable), unincorporated organization, or other form of business entity.

(vi) “ Post-Termination Restricted Period ” shall mean the period commencing on the date of the termination of the Executive’s employment with the Company for any reason, and ending on the date that is twelve (12) months following such date of termination.

(vii) “ Solicitation ” shall mean any direct or indirect communication of any kind, regardless of who initiates it, that in any way invites, advises, encourages, or requests any Person to take or refrain from taking any action.

Section 5. Reasonableness of Restrictions .

Executive acknowledges and recognizes the highly competitive nature of the Company’s business, and agrees that access to Confidential Information renders Executive special and unique within the Company’s industry, and that Executive will have the opportunity to develop substantial relationships with existing and prospective clients, accounts, customers, consultants, contractors, investors, and strategic partners of the Company during the course of and as a result of Executive’s employment with the Company. In light of the foregoing, Executive recognizes and acknowledges that the restrictions and limitations set forth in this Agreement are reasonable and valid in geographic and temporal scope and in all other respects and are essential to protect the value of the business and assets of the Company. Executive further acknowledges that the restrictions and limitations set forth in this Agreement will not materially interfere with Executive’s ability to earn a living following the termination of Executive’s employment with the Company.

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Section 6. Independence; Severability; Blue Pencil .

Each of the rights enumerated in this Agreement shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity. If any of the provisions of this Agreement or any part of any of them is hereafter construed or adjudicated to be invalid or unenforceable in any respect, the same shall not affect the remainder of this Agreement, which shall be given full effect without regard to the invalid portions. If any of the covenants contained herein are held to be invalid or unenforceable because of the duration of such provisions or the area or scope covered thereby, the court making such determination shall have the power to reduce the duration, scope, and/or area of such provision to the maximum and/or broadest duration, scope, and/or area permissible by law, and in its reduced form said provision shall then be enforceable. Such reduction will apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made.

Section 7. Remedies .

Executive expressly acknowledges that any breach or threatened breach of any of the terms and/or conditions set forth in this Agreement may result in substantial, continuing, and irreparable injury to the Company. Therefore, Executive agrees that, in addition to any other remedy that may be available to the Company, the Company has the right to seek temporary, preliminary, and/or or permanent injunctive relief, specific performance, or other equitable relief from any court of competent jurisdiction in the event of any breach or threatened breach of the terms of this Agreement, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The Company may pursue any remedy available, including declaratory relief, concurrently or consecutively in any order, and the pursuit of one such remedy at any time will not be deemed an election of remedies or waiver of the right to pursue any other remedy. In addition, in the event of a breach by the Executive of any provision of this Agreement, the Company shall be entitled to seek repayment of any severance benefits paid to the Executive pursuant to any severance benefit agreement, plan, or program of the Company. Notwithstanding any other provision to the contrary, the Post-Termination Restricted Period shall be tolled during any period of violation of any of the covenants in Section 4 of this Agreement.

Section 8. Cooperation .

Following any termination of Executive’s employment, Executive will continue to provide reasonable cooperation to the Company and its counsel in connection with any investigation, administrative proceeding, or litigation relating to any matter that occurred during Executive’s employment in which Executive was involved or of which Executive has knowledge. As a condition of such cooperation, the Company shall reimburse Executive for reasonable out-of-pocket expenses incurred at the request of the Company with respect to Executive’s compliance with this Section 8. In the event Executive is subpoenaed by any person or entity (including, but not limited to, any Government Entity) to give testimony or provide documents (in a deposition, court proceeding, or otherwise), that in any way relates to Executive’s employment by the Company, Executive will give prompt notice of such subpoena to the Company and will make no disclosure until the Company has had a reasonable opportunity to contest the right of the requesting person or entity to such disclosure. Nothing in this Section 8 shall limit Executive’s right to make Permitted Disclosures as provided in Section 1(c).

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Section 9. General Provisions .

(a) GOVERNING LAW; WAIVER OF JURY TRIAL . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF PENNSYLVANIA, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS, AND TO APPLICABLE FEDERAL LAW. EACH PARTY TO THIS AGREEMENT ALSO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

(b) Entire Agreement . This Agreement sets forth the entire agreement and understanding between the Company and Executive relating to the subject matter herein and supersedes all prior and contemporaneous negotiations, discussions, correspondence, communications, understandings, agreements, representations, promises, and any other statements, both written and oral, between the parties relating to the subject matter of this Agreement. No modification or amendment to this Agreement, nor any waiver of any rights under this Agreement, or consent required by this Agreement, will be effective unless agreed to in a writing signed by the party to be charged. Any subsequent change or changes in Executive’s duties, obligations, rights, or compensation will not affect the validity or scope of this Agreement.

(c) Successors and Assigns . This Agreement will be binding upon Executive’s heirs, executors, administrators, and other legal representatives and will be for the benefit of the Company, its successors, and its assigns. This Agreement may be assigned by the Company without Executive’s consent to any subsidiary or affiliate of the Company as well as to any purchaser of all or substantially all of the assets or business of the Company, whether by purchase, merger, or other similar corporate transaction. Executive’s obligations under this Agreement may not be delegated, and Executive may not assign or otherwise transfer this Agreement or any part hereof. Any purported assignment by Executive shall be null and void from the initial date of purported assignment. This Agreement is for the sole benefit of the Company and the Executive and their respective successors and permitted assigns and not for the benefit of, or enforceable by, any third party.

(d) Acknowledgment . Executive acknowledges that he has had adequate time to consider the terms of this Agreement, has knowingly and voluntarily entered into this Agreement and has been advised by the Company to seek the advice of independent counsel prior to reaching agreement with the Company on any of the terms of this Agreement. The parties to this Agreement agree that no rule of construction shall apply to this Agreement which construes ambiguous language in favor of or against any party by reason of that party’s role in drafting this Agreement.

(e) Survival . The provisions of this Agreement shall survive the termination of Executive’s employment with the Company and/or the assignment of this Agreement by the Company to any successor in interest or other assignee.

(f) Section Headings . Section and subsection headings are inserted for convenience only and shall not limit, expand, or alter the meaning or interpretation of this Agreement.

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Delivery of an executed counterparts signature page of this Agreement, by facsimile or electronic mail in portable document format (.pdf), has the same effect as delivery of an executed original of this Agreement.

The undersigned have executed this Agreement on the date in the preamble hereto.

WALTER INVESTMENT MANAGEMENT CORP.

/s/ Anthony Renzi
By: Anthony N. Renzi
Title: Chief Executive Officer and President

EXECUTIVE

_/s/ Jerry Lombardo______11/30/2017______________
Jerry Lombardo

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Exhibit 10.10

Executed Version

December 6, 2017

Gary Tillett

3000 Bayport Drive, Suite 1100

Tampa, Florida 33607

Re: Retirement Agreement

Dear Gary:

This letter agreement (the “ Agreement ”) is entered into in connection with your impending retirement from the position of Chief Financial Officer of Walter Investment Management Corp. (the “ Company ”). Your retirement will be effective on a date as mutually agreed between you and the Company between February 1, 2018 and February 15, 2018 (the “ Retirement Date ”). On the Retirement Date, you will resign from your position as Chief Financial Officer and from all other positions with the Company and its subsidiaries, and your employment with the Company and its subsidiaries shall terminate.

As you know, the Company has filed for bankruptcy protection in the United States Bankruptcy Court for the Southern District of New York (the “ Bankruptcy Court ”) under Chapter 11 of the United States Bankruptcy Code, Case No. 17-13446 (JLG) (the “ Bankruptcy Proceeding ”). In connection with the Bankruptcy Proceeding, the Company has determined that your employment letter agreement with the Company dated January 28, 2014 (the “ Employment Agreement ”) will be rejected as part of the Prepackaged Chapter 11 Plan of Reorganization (as may be modified or amended from time to time, the “ Plan ”), as of the “effective date” of the Plan. In addition, the Cash-Based Award Agreement between you and the Company dated November 3, 2016 (the “ Award Agreement ”) will be rejected under the Plan as of the “effective date” of the Plan. The Company will seek approval of the rejection of the Employment Agreement and the Award Agreement by the Bankruptcy Court in connection with its request for confirmation of the Plan.

The effectiveness of this Agreement is contingent upon: (a) confirmation of the Plan by the Bankruptcy Court, and (b) the Plan’s provision that allowed general unsecured claims are unimpaired by the Plan. In the event that either of the foregoing conditions are not met, the Employment Agreement and the Award Agreement shall remain in full force and effect.

The parties shall have the following rights and obligations pursuant to this Agreement:


1.	Base Salary; Benefits . You will continue to receive your current base salary of $500,000 per annum, and will be eligible to participate in the Company’s employee benefits in accordance with their terms, through the Retirement Date. You acknowledge that you will not receive any bonus or incentive compensation in respect of fiscal years 2017 or 2018.


2.	Settlement Payment . In settlement of the rejection damages claim you will have as a result of the Company’s rejection of the Employment Agreement and the Award Agreement in the Bankruptcy Proceeding, so long as you do not voluntarily terminate your employment with

the Company prior to the Retirement Date, you will be entitled to receive a cash payment equal to $500,000 (the “ Settlement Payment ”), payable in a lump-sum (less applicable withholdings). The Settlement Payment shall be paid to you on the first regularly scheduled payroll date following (and subject to) your timely execution, delivery and non-revocation of the Release of Claims attached hereto as Exhibit A (the “ Release ”), which Release must be executed on or within ten (10) days following the Retirement Date (and in compliance with the Review Period from the date hereof as specified therein). The Settlement Payment shall be an allowed general unsecured claim against the Company. The Company represents and affirms that the Company and its affiliates do not intend to bring any legal action against you and do not know of any fact or circumstance to support such a claim. The Company and its affiliates further understand that you are relying on this representation when entering into both this Agreement and the Release.

No Severance Payments . For the avoidance of doubt, neither this Agreement nor your retirement from the Company on the Retirement Date shall constitute a termination by the Company without “ Cause ” nor give rise to a right of “ Constructive Termination ” under the terms of the Employment Agreement, and you hereby waive any prior claims to the contrary. Accordingly, you are not entitled to any severance payments or benefits from the Company pursuant to Section 7 of your Employment Agreement, nor under any severance plan or policy of the Company. Both you and the Company acknowledge and agree that the Settlement Payment does not constitute a severance payment.

Restrictive Covenants; Indemnification; Company Representation . Notwithstanding anything herein to the contrary, and for the mutual consideration set forth herein, the following provisions set forth in your Employment Agreement shall continue in full force and effect during your employment and for the post-employment periods as set forth therein: Section 8(c) (Non-Solicit), Section 9 (Non-Disparagement), Section 10 (Confidentiality), Section 11 (Clawback), Section 12 (Indemnification and Insurance), and Section 13 (Tax Delay in Payment). Further, notwithstanding anything herein to the contrary, (i) the Indemnification Agreement between you and the Company, dated January 27, 2014 shall be assumed under the Plan and continue in full force and effect pursuant to its terms and conditions and (ii) the Company shall maintain a level of D&O insurance coverage for you comparable to that which is in place for other officers of the Company. Any claims against the Company on account of such obligations shall be general unsecured claims payable in the ordinary course of business.


5.	Assignment . You may not assign your rights under this Agreement except upon your death. This Agreement shall be binding upon the Company and its successors and assigns.

Entire Agreement . This Agreement sets forth the entire understanding of the Company and you regarding the subject matter hereof and supersedes all prior agreements, understandings and inducements, whether express or implied, oral or written, including without limitation the Employment Agreement (except as specifically provided in Section 4 hereof), and the Award Agreement. No modification or amendment of this Agreement shall be effective without a prior written agreement signed by you and the Company.


7.	Governing Law . This Agreement shall be interpreted under and in accordance with the laws of the Commonwealth of Pennsylvania without regard to conflicts of laws principles thereof.

Sincerely,



WALTER INVESTMENT MANAGEMENT CORP. /s/ Anthony Renzi____________________ By: Anthony Renzi Title: CEO and President	ACCEPTED AND AGREED AS OF THE DATE BELOW: /s/ Gary Tillett ________________________ By: Gary Tillett __12/6/17____________________________ Date:

Exhibit A

RELEASE OF CLAIMS

As used in this Release of Claims (this “ Release ”), the term “ claims ” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms not otherwise defined herein shall have the meaning set forth in my Retirement Agreement, dated December 6, 2017, and to which this Release is attached as an Exhibit (the “ Retirement Agreement ”).

I intend the release contained herein to be a general release of any and all claims to the fullest extent permissible by law.

For and in consideration of the foregoing, and other payments and benefits described in the Retirement Agreement, and other good and valuable consideration (the “ Consideration ”), I, Gary Tillett, for and on behalf of myself and my heirs, administrators, executors, and assigns, effective the date on which this Release becomes effective pursuant to its terms, do fully and forever release, remise, and discharge the Company and its subsidiaries (collectively, the “ Company Group ”), together with their respective current and former officers, directors, partners, members, shareholders, fiduciaries, employees, representatives, successors, assigns, and agents of the aforementioned (collectively, and with the Company Group, the “ Company Parties ”) from any and all claims, complaints, charges, liabilities, demands, causes of action (whether known or unknown, fixed or contingent) whatsoever up to the date hereof that I had, may have had, or now have against the Company Parties, for or by reason of any matter, cause, or thing whatsoever, including any right or claim arising out of or attributable to my employment or the termination of my employment with the Company or otherwise, whether for (by way of example only) tort, breach of express or implied employment contract, intentional infliction of emotional distress, wrongful termination, unjust dismissal, defamation, libel, slander, claims for personal injury, harm, or other damages (whether intentional or unintentional and whether occurring on the job or not including, without limitation, negligence, misrepresentation, fraud, assault, battery, invasion of privacy, and other such claims) or under any U.S. federal, state, or local law, ordinance, rule, regulation or common law dealing with employment, including, but not limited to, discrimination in employment based on age, race, sex, national origin, handicap, religion, disability, or sexual orientation. This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (“ ADEA ”), Title VII of the Civil Rights Act of 1964, Section 1981 of the Civil Rights Act of 1866, the Americans with Disabilities Act of 1990, the Civil Rights Act of 1991, the Family and Medical Leave Act, the Equal Pay Act, the Older Workers Benefit Protection Act of 1990, the Sarbanes-Oxley Act of 2002, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Employee Retirement Income Security Act of 1974, the Immigration and Reform Control Act, the Uniformed Services Employment and Reemployment Rights Act, the Rehabilitation Act of 1973, the Workers Adjustment and Retraining Notification Act, the Fair Labor Standards Act, and the National Labor Relations Act, each as may be amended from time to time, and all other U.S. federal, state, and local laws, regulations or ordinances, the common law, and any other purported restriction on an employer’s right to terminate the employment of employees.

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I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims, including any claims under any of the laws listed in the preceding paragraph.

By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a U.S. federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans.

Notwithstanding the foregoing, nothing in this Release shall be a waiver of: (23) any claim by me to enforce the terms of this Release or the Retirement Agreement, including any rights with respect to the payment of the amounts as set forth specifically in Section 2 of the Retirement Agreement; (23) any claims that cannot be waived by law including, without limitation, any claims filed with any Governmental Entity or claims under the ADEA that arise after the date of this Agreement; (23) my right of indemnification and D&O coverage by virtue of my service as an officer, whether by agreement, common law, statute or pursuant to the Company’s Certificate of Incorporation, as amended to date, including, but not limited to any and all rights pursuant to the Indemnification Agreement entered into between me and Walter Investment Management Corp. effective as of January 27, 2014; or (23) any contributions I have made or any vested contributions made by any of the Company Parties to a defined contribution plan sponsored or maintained by a Company Party. While this Release does not prevent me from filing a charge with any Governmental Entity, I agree that I will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on my behalf arising out of the matters released hereby, including but not limited to, any charge filed with the EEOC or any other Governmental Entity that prohibits the waiver of the right to file a charge; provided, however, that nothing herein shall preclude my right to receive an award from a Governmental Entity for information provided under any whistleblower program.

I acknowledge and agree that by virtue of the foregoing, I have waived any relief available (including, without limitation, monetary damages, equitable relief, and reinstatement) under any of the claims and/or causes of action waived in this Release. Therefore, I agree not to accept any award, settlement, or relief (including legal or equitable relief) from any source or proceeding (including but not limited to any proceeding brought by any other person or by any Governmental Entity) with respect to any claim or right waived in this Release.

I represent and warrant that I have not previously filed any action, grievance, arbitration, complaint, charge, lawsuit or similar proceedings regarding any of the claims released herein against any of the Company Parties.

I expressly acknowledge and agree that I


•	Am able to read the language, and understand the meaning, conditions, and effect, of this Release;


•	Understand that this Release effects a release and waiver of any rights I may have under ADEA, as amended by the Older Workers Benefit Protection Act of 1990;

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•	Have no physical or mental impairment of any kind that has interfered with my ability to read and understand the meaning of this Release or its terms, and that I am not acting under the influence of any medication, drug, or chemical of any type in entering into this Release;


•	Am specifically agreeing to the terms of the release of claims contained in this Release because the Company has agreed to pay me the Consideration, which the Company has agreed to provide because of my agreement to accept it in full settlement of all possible claims I might have or ever had, and because of my execution of this Release;


•	Acknowledge that, but for my execution of this Release, I would not be entitled to the Consideration;


•	Understand that, by entering into this Release, I do not waive rights or claims that may arise after the date I execute this Release;


•	Had or could have twenty-one (21) days following my receipt of this Release (the “ Review Period ”) in which to review and consider this Release, and that if I execute this Release prior to the expiration of the Review Period, I have voluntarily and knowingly waived the remainder of the Review Period;


•	Have not relied upon any representation or statement not set forth in the Retirement Agreement or this Release made by the Company or any of its representatives;


•	Was advised to consult with my attorney regarding the terms and effect of this Release prior to executing this Release; and


•	Have signed this Release knowingly and voluntarily and I have not been coerced, intimidated, or threatened into signing this Release.

I hereby agree to waive any and all claims to re-employment with the Company or any other member of the Company Group and affirmatively agree not to seek further employment with the Company or any other member of the Company Group.

Notwithstanding anything contained herein to the contrary, this Release will not become effective or enforceable prior to the expiration of the period of seven (7) calendar days following the date of its delivery by me to the Company (the “ Revocation Period ”), during which time I may revoke my acceptance of this Release by notifying the Company, in writing, delivered to the Company at its principal executive office, marked for the attention of its General Counsel. To be effective, such revocation must be received by the Company no later than 11:59 p.m. on the seventh (7 ^th ) calendar day following the delivery of this Release to the Company. Provided that the Release is executed and I do not revoke it during the Revocation Period, the eighth (8 ^th ) day following the date on which this Release is executed shall be its effective date (the “ Release Effective Date ”). I acknowledge and agree that if I revoke this Release during the Revocation Period, this Release will

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be null and void and of no effect, and neither the Company nor any other member of the Company Group will have any obligations to pay me the Consideration.

The provisions of this Release shall be binding upon my heirs, executors, administrators, legal personal representatives, assigns, and successors. If any provision of this Release shall be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision shall be of no force or effect. The illegality or unenforceability of such provision, however, shall have no effect upon and shall not impair the enforceability of any other provision of this Release.

THIS RELEASE SHALL BE INTERPRETED UNDER AND IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REGARD TO CONFLICTS OF LAWS. I HEREBY AGREE TO RESOLVE ANY DISPUTE OVER THE TERMS AND CONDITIONS OR APPLICATION OF THIS RELEASE THROUGH BINDING ARBITRATION PURSUANT TO THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION (“ AAA ”). THE ARBITRATION WILL BE HEARD BY ONE ARBITRATOR TO BE CHOSEN AS PROVIDED BY THE RULES OF THE AAA AND SHALL BE HELD IN NEW YORK, NEW YORK. IF THIS RELEASE IS DECLARED ILLEGAL OR UNENFORCEABLE BY THE ARBITRATOR, I AGREE TO EXECUTE A BINDING REPLACEMENT RELEASE OR, IF REQUESTED BY THE COMPANY, TO RETURN THE MONIES PAID PURSUANT TO THE RETIREMENT AGREEMENT OR TO APPLY THE CONSIDERATION AS A SET-OFF TO ANY CLAIM OR RELIEF.

_/s/Gary Tillett____________________________

Gary Tillett

Date:

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Exhibit 10.24

EXECUTION COPY

______________________________________________________________________________

CLEAN-UP CALL AGREEMENT

between

DITECH FINANCIAL LLC

and

CAPITAL ONE, NATIONAL ASSOCIATION

Dated as of October 10, 2017

______________________________________________________________________________

725351871 17540267

TABLE OF CONTENTS

Page


1.	Definitions ..................................................................................................................1


2.	Assumption and Release of Obligation to Exercise Clean-up Calls................. 4


3.	Release of Inducement Fee............................................................................... 5


4.	Reimbursement of Draws on the Letters of Credit........................................... 5


5.	Transfers of Servicing....................................................................................... 7


6.	Servicing Agreement........................................................................................ 9


7.	Servicing Advances.......................................................................................... 9


8.	Cooperation.................................................................................................... 10


9.	Reinstatement................................................................................................. 10


10.	Third Party Sales............................................................................................. 11


11.	Representations of Ditech............................................................................... 11


12.	Representations of Capital One...................................................................... 13


13.	Covenants of Capital One.............................................................................. 14


14.	Covenants of Ditech....................................................................................... 14


15.	Conditions to Effectiveness........................................................................... 15


16.	Clean-up Calls and Payment of Fees............................................................. 15


17.	Failure to Execute Agreement by Final Date................................................. 15


18.	No Third-Party Beneficiaries......................................................................... 15


19.	Amendments; Waivers.................................................................................... 16


20.	Notices............................................................................................................ 16


21.	Entire Agreement............................................................................................ 16


22.	Severability..................................................................................................... 16


23.	Counterparts.................................................................................................... 16


24.	Governing Law; Consent to Jurisdiction; Waiver of Jury Trial...................... 17


25.	Miscellaneous.................................................................................................. 17


26.	Confidentiality and Publicity.......................................................................... 18


27.	No Offset......................................................................................................... 20


28.	No Consequential Damages............................................................................ 20


29.	Further Assurances.......................................................................................... 20


30.	Other Definitional Provisions.......................................................................... 20

Exhibit A List of MBIA Securitizations and Related Pooling and Servicing Agreements

Exhibit B List of Insurance and Reimbursement Agreements

Exhibit C List of Other Securitizations

Exhibit D List of Subservicing Transactions

Exhibit E Sale Assistance

CLEAN-UP CALL AGREEMENT

This CLEAN-UP CALL AGREEMENT (this “ Agreement ”) is made as of October 10, 2017, by and between DITECH FINANCIAL LLC, as successor to GREEN TREE SERVICING LLC (“ Ditech ”), and CAPITAL ONE, NATIONAL ASSOCIATION, as successor in interest via merger with NORTH FORK BANK, as successor upon interest via merger with GREENPOINT BANK (“ Capital One ”).

RECITALS

WHEREAS, Ditech services certain manufactured housing contracts (the “ Manufactured Housing Contracts ”) in connection with the eight series of GreenPoint Manufactured Housing Contract Pass-Through Certificates set forth on Exhibit A hereto (the “ MBIA Securitizations ”), which were issued pursuant to those certain related Pooling and Servicing Agreements set forth on Exhibit A hereto (as amended, restated, supplemented or otherwise modified form time to time, the “ Pooling and Servicing Agreements ”); and

WHEREAS, Ditech, Capital One, MBIA Insurance Corporation (“ MBIA ”), GreenPoint Credit, LLC (“ GreenPoint Credit ”) and The Bank of New York Mellon Trust Company, N.A. (the “ Trustee ”), as successor to JPMorgan Chase Bank, National Association, successor to Bank One, National Association and First National Bank of Chicago, are parties to those certain Master Insurance and Reimbursement Agreements and Insurance and Reimbursement Agreements set forth on Exhibit B hereto (as amended, restated, supplemented or otherwise modified form time to time, the “ Insurance Agreements ”), pursuant to which Ditech agreed to exercise its optional termination rights (each such optional termination, a “ Clean-up Call ”) in its capacity as Servicer (as defined therein) under each Pooling and Servicing Agreement on the earliest respective date on which the Servicer (as defined therein) is allowed to do so under such Pooling and Servicing Agreement (each such date, a “ Clean-up Call Date ”); and

WHEREAS, Ditech and Capital One are parties to that certain Assignment and Reimbursement Agreement, dated as of October 7, 2004 (as amended, restated, supplemented or otherwise modified form time to time, the “ Assignment Agreement ”), whereby Ditech agreed, among other items, to reimburse Capital One for a portion of the amounts drawn under the Letters of Credit (as defined below); and

WHEREAS, Ditech, Capital One, GreenPoint Credit, Walter and MBIA are parties to that certain Consent Agreement, dated as of October 7, 2004 (as amended, restated, supplemented or otherwise modified form time to time, the “ Consent Agreement ”); and

WHEREAS, the Insurance Agreements, the Assignment Agreement and the Consent Agreement (together with the Pooling and Servicing Agreements, the “ Operative Agreements ”) provide, among other things, that Ditech will exercise the Clean-up Calls on the Clean-up Call Dates and reimburse Capital One for certain draws on letters of credit issued by Capital One under the Pooling and Servicing Agreements or withdrawals from the Special Account (as defined below) (collectively, the “ Letters of Credit ”) that exceed certain thresholds set forth in the Operative Agreements; and

725351871 17540267

WHEREAS, Ditech, among other things, desires to be irrevocably released from its obligation to exercise the Clean-up Calls on the Clean-up Call Dates and from certain related obligations, including its obligation to indemnify and hold harmless Capital One in the event that Capital One should exercise any of such Clean-Up Calls in its stead, and to modify the threshold set forth in the Operative Agreements beyond which Ditech is obligated to reimburse Capital One for draws on the Letters of Credit, as provided in this Agreement, and Capital One is willing to agree to the foregoing on the terms set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing Recitals and the terms, conditions, representations and warranties, and mutual covenants and agreements herein contained, and for good and valuable consideration, the receipt and sufficiency of which Ditech and Capital One conclusively acknowledge, the parties hereto hereby agree as follows:

725351871 17540267

1. Definitions . In addition to definitions provided for other terms elsewhere in this Agreement and except as specifically indicated, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and the plural forms of the terms defined):

“ Advance Cap ” has the meaning specified in Section 7(b) .

“Affiliate” With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“ Arbitrator ” has the meaning specified in Section 5(d) .

“ Assignment Agreement ” has the meaning specified in the Recitals.

“ Business Day ” means any day other than (a) a Saturday or Sunday and (b) a day on which the New York Stock Exchange, the Federal Reserve Bank of New York or Capital One is authorized or obligated by law or executive order to be closed.

“ Clean-up Call ” has the meaning specified in the Recitals.

“ Clean-up Call Date ” has the meaning specified in the Recitals.

“ Closing Date ” means, subject to the provisions of Section 17 , the time and date upon which the conditions to effectiveness set forth in Section 15 are satisfied.

“ Consent Agreement ” has the meaning specified in the Recitals.

“ Consent Letter ” means that certain Consent Agreement, dated as of October 10, 2017, by and between MBIA and Capital One.

“ Determination Date ” means, with respect to any Distribution Date, the third Business Day prior to the Distribution Date.

“ Distribution Date ” has the meaning defined in the Pooling and Servicing Agreements, as applicable.

725351871 17540267

“ Escrow Agent ” means The Bank of New York Mellon, a New York banking corporation, in its capacity as escrow agent under the Escrow Agreement.

“ Escrow Agreement ” means that certain Escrow Agreement, dated as of September 13, 2017, by and among Ditech, Capital One and the Escrow Agent.

“ Escrow Account ” means the escrow account established and maintained at the Escrow Agent pursuant to and in accordance with the Escrow Agreement.

“ Execution Notice ” has the meaning specified in the Escrow Agreement.

“ Expense Cap ” means an amount equal to $200,000 in the aggregate.

“ FEMA ” means the Federal Emergency Management Agency or any successor agency thereto.

“ Final Date ” means 5 p.m (New York City time) on October 10, 2017.

“ Independent Third Party ” has the meaning specified in Section 5(d) .

“ Inducement Fee ” means an amount equal to the “Escrow Amount” (as defined in the Escrow Agreement) placed by Ditech into the Escrow Account on September 13, 2017 in accordance with the Escrow Agreement.

“ Insurance Agreements ” has the meaning specified in the Recitals.

“ Interim Servicing Agreement ” has the meaning specified in Section 6 .

“ Letters of Credit ” has the meaning specified in the Recitals.

“ LOC Cap ” has the meaning specified in Section 4(b) .

“ LOC Reimbursements ” means, for each Distribution Date occurring after July 1, 2017 or for any Clean-up Call Date, reimbursements to Capital One for previous draws or withdrawals on any Letter of Credit related to any MBIA Securitization.

“ Manufactured Housing Contracts ” has the meaning specified in the Recitals.

“ MBIA Consent Amendment ” means that certain Second Amendment to Consent Agreement and Insurance Agreements, dated as of October 10, 2017, by and among Ditech, Capital One, GreenPoint Credit, Walter and MBIA.

725351871 17540267

“ MBIA Consent Fee ” means the amount set forth in the Consent Letter and which Capital One shall pay, on or prior to the Closing Date, to MBIA pursuant to the Consent Letter in order for MBIA to release Ditech from its obligation to exercise the Clean-up Calls under the Consent Agreement, Insurance Agreements and any other related agreement.

“ MBIA Securitizations ” has the meaning specified in the Recitals.

“ Natural Disaster ” means any Major Disaster Declaration has been designated in an zip code for “individual assistance” by FEMA pursuant to its internal guidelines.

“ Omnibus Amendment ” means that certain Omnibus Amendment to Insurance and Reimbursement Agreements, dated as of April 3, 2006, by and among MBIA, GreenPoint Credit, as contract seller, Capital One, as successor in interest to North Fork Bank, as Class R Certificateholder and Letter of Credit Issuer, Ditech, as successor in interest to Green Tree Servicing LLC, as servicer, and the Trustee, as successor in interest to JPMorgan Chase Bank, National Association.

“ Operative Agreements ” has the meaning specified in the Recitals.

“ Other Securitizations ” has the meaning specified in Section 4(a) .

“ Outstanding Advances ” has the meaning specified in Section 5(b) .

“ P&I Report ” has the meaning specified in Section 5(b) .

“Person” Any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, national banking association, unincorporated organization or government or any agency or political subdivision thereof.

“ Pooling and Servicing Agreements ” has the meaning specified in the Recitals.

“ Protective Advance Report ” has the meaning specified in Section 5(b) .

“ Securitizations ” has the meaning specified in Section 4(a) .

“ Special Account ” means the Special Account as defined in Section 2.05(a) of the Omnibus Amendment.

“ Subservicing Transactions ” has the meaning specified in Section 4 .

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2. Assumption and Release of Obligation to Exercise Clean-up Calls .

(a) Contemporaneously with the execution of this Agreement, Capital One, and Ditech shall execute and deliver that certain Second Amendment to Consent Agreement and Amendment to Insurance Agreements, dated as of October 10, 2017 (the “ Second Amendment ”), pursuant to which, upon execution by MBIA and the Trustee, Capital One, as the Class R Certificateholder, shall irrevocably assume the obligation to MBIA and, subject to Section 9 hereof, to Ditech, set forth under each related Insurance Agreement and the Consent Agreement to exercise the Clean-up Calls with respect to each of the MBIA Securitizations on the applicable Clean‑up Call Date. Except as set forth in Section 9(a) , Capital One shall be obligated to Ditech to exercise the Clean-up Calls on each related Clean-up Call Date.

(b) Except as set forth in Section 9(a) , Capital One shall indemnify and hold harmless Ditech from any and all losses suffered by Ditech that arise directly as a result of or in connection with Capital One’s failure to take the actions required of Capital One pursuant to the related Pooling and Servicing Agreement to exercise any Clean-up Call with respect to such MBIA Securitization within sixty (60) days of the related Clean-up Call Date, including, but not limited to, reimbursement for any advances Ditech makes pursuant to the related Pooling and Servicing Agreement as a result of such failure by Capital One; provided , however , if Ditech incurs any losses due to Capital One’s failure to exercise any Clean-up Call on the related Clean-up Call Date that, in the aggregate with respect to all MBIA Securitizations for which Capital One has failed to exercise the related Clean-up Call on the related Clean-up Call Date, exceed $25,000, Capital One shall reimburse Ditech for any such costs and expenses that exceed $25,000; provided , further , that if Capital One fails to exercise any Clean-up Call within sixty (60) days of the related Clean-up Call Date, Capital One shall be solely responsible for all losses suffered by Ditech in connection therewith, subject to the last sentence of this Section 2(b) . Notwithstanding the foregoing, if Capital One fulfills each of its obligations under the related Pooling and Servicing Agreement with respect to exercising any Clean-up Call on the related Clean-up Call Date but such Clean-up Call is not consummated, Capital One shall not be required to reimburse or indemnify Ditech for any losses it incurs due to the failure of the Clean-up Call to be consummated. For the avoidance of doubt, the reimbursement of any advances by Capital One to Ditech under this Section 2(b) shall not be counted towards the Advance Cap. Notwithstanding the foregoing, Capital One’s cumulative liability to Ditech for any and all claims (including indemnification claims) arising out of or relating to this Agreement shall not exceed $36,500,000.

(c) Except as set forth in Section 9(a) , in connection with Capital One’s assumption of the obligation to exercise the Clean-up Calls on the related Clean-up Call Dates,

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Ditech’s obligation to Capital One to exercise the Clean‑up Calls under any Operative Agreement is hereby terminated.

3. Release of Inducement Fee . Upon the effectiveness of this Agreement pursuant to Section 15 and in accordance with Section 17 hereof, Ditech shall execute and deliver an Execution Notice to the Escrow Agent in accordance with the terms of the Escrow Agreement and thereby cause (upon the Escrow Agent’s receipt of an Execution Notice from Capital One) the release of the Inducement Fee to Capital One, whereupon any limited and contingent interest of Ditech therein shall be deemed terminated, and Ditech shall (and shall be deemed to) have disclaimed any and all interest therein, contingent or otherwise.

4. Reimbursement of Draws on the Letters of Credit .

(a) Upon the effectiveness of this Agreement pursuant to Section 15 and in accordance with Section 17 , Ditech’s obligation to reimburse Capital One for draws on the Letters of Credit arising on or after the date of such effectiveness related to the MBIA Securitizations, the other manufactured housing securitizations set forth on Exhibit C hereto (the “ Other Securitizations ”) and the manufactured housing transactions set forth on Exhibit D hereto (the “ Subservicing Transactions ” and, together with the MBIA Securitizations and the Other Securitizations, the “ Securitizations ”) pursuant to Section 2(a) of the Assignment Agreement is hereby terminated (other than as explicitly set forth in Section 4(b) ).

(b) Upon the effectiveness of this Agreement pursuant to Section 15 and in accordance with Section 17 hereof, Ditech shall, with respect to the MBIA Securitizations, reimburse Capital One for the amount drawn on the related Letters of Credit in excess of $17,000,000 in the aggregate (as such amount is adjusted from time to time in accordance with Sections 4(c ) and 5(e) , the “ LOC Cap ”) during the period commencing on July 1, 2017 through and including the last Clean-up Call Date with respect to the MBIA Securitizations. Losses on any Manufactured Housing Contract occurring on or after the first day of the month in which the related Clean-up Call Date will occur will not be included as a loss in the calculation of the LOC Cap. For the avoidance of doubt, (i) upon the effectiveness of this Agreement pursuant to Section 15 and in accordance with Section 17 hereof, Ditech’s reimbursement obligations pursuant to Section 2(a) of the Assignment Agreement for draws arising on or after the date of effectiveness of this Agreement with respect to any Letters of Credit relating to the Other Securitizations and the Subservicing Transactions are hereby terminated and (ii) any other obligations of Ditech under the Assignment Agreement shall, except as specifically terminated herein, remain in full force and effect, in accordance with the terms thereof.

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(c) Capital One and Ditech agree that any losses on any Manufactured Housing Contract resulting from the related manufactured home being destroyed or damaged by any Natural Disaster occurring on or after August 23, 2017 shall not be included in the calculation of amounts drawn on the Letters of Credit as compared to the LOC Cap so long as the related Manufactured Housing Contract was not one-hundred twenty (120) days or more delinquent on the date subsequent to August 23, 2017 that the related zip code was designated as a Natural Disaster. Notwithstanding the foregoing, this provision shall not relieve Ditech from any liability it would otherwise incur as servicer under the terms of the related Pooling and Servicing Agreement, including any liability for failure to cause to be maintained any insurance (including fire and extended coverage insurance and flood insurance if applicable) in accordance with the terms of the related Pooling and Servicing Agreement, and any losses resulting from any such failure shall not be excluded from the calculation of amounts drawn on the Letters of Credit per the previous sentence. In addition, any LOC Reimbursements shall reduce the cumulative amount drawn on the related Letters of Credit as compared to the LOC Cap.

(d) Ditech will provide Capital One with a separate report each month setting forth the monthly and cumulative amounts of losses resulting from any Natural Disaster, the monthly and cumulative amounts of LOC Reimbursements and the monthly and cumulative amount of losses that apply toward the LOC Cap.

(e) For the avoidance of doubt, any amounts paid by Capital One in connection with the exercise of the Clean-up Calls shall not be considered a loss for purposes of the LOC Cap.

(f) Ditech shall reimburse Capital One for draws on the Letters of Credit with respect to the MBIA Securitizations that exceed the LOC Cap on each Distribution Date for such draws that exceed the LOC Cap and which occurred prior to the related Determination Date.

(g) Capital One and Ditech agree and acknowledge that Walter Investment Management Corp. has no current obligation to Capital One under any Operative Agreement, guarantee or any other agreement, related, in each case, to (i) the exercise of the Clean-up Calls or (ii) the Letters of Credit.

5. Transfers of Servicing .

(a) If requested by Capital One after the Closing Date, Ditech shall transfer the servicing rights and/or the servicing with respect to any or all of the Securitizations prior to the exercise of any related clean-up calls, to a third party servicer designated by Capital One; provided , however , that any such transfer shall, as a condition to the effectiveness thereof, be subject to the receipt of any necessary approvals or consents required to be obtained under the Operative

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Agreements or any other applicable agreements; provided , further , that Capital One shall be solely responsible for all costs incurred by Ditech in connection with this Section 5(a), subject to the Expense Cap. For the avoidance of doubt, the foregoing shall not be construed as limiting any rights that Capital One may already have with respect to any Securitization. After the date on which servicing is transferred pursuant to a request by Capital One under this Section 5(a) , Ditech’s obligations under the terms of each applicable Pooling and Servicing Agreement to pay any auction agent fees, broker dealer fees or any other fees and expenses of a third party shall be terminated and Capital One or the successor servicer shall assume such obligations and be solely responsible for the payment of any and all such fees or expenses. In connection with any such transfer Ditech shall provide customary representations and indemnifications to Capital One or its designee regarding the servicing rights (if applicable) and the prior servicing by Ditech of the applicable manufactured housing contracts, including but not limited to those set forth on Exhibit E .

(b) In connection with any such transfer of servicing with respect to the Securitizations prior to the exercise of the related Clean-up Call, Capital One or the successor servicer shall reimburse Ditech for (1) all outstanding advances made by Ditech in accordance with the terms of the applicable Pooling and Servicing Agreement and reimbursable to Ditech thereunder (collectively, the “ Outstanding Advances ”) and (2) any accrued and unpaid servicing fees with respect to the related Manufactured Housing Contracts owed to Ditech pursuant to the terms of the applicable Pooling and Servicing Agreement. Outstanding Advances consisting of principal and interest advances shall be set forth in a final remittance report (each, a “ P&I Report ”). Outstanding Advances consisting of protective advances shall be set forth in a separate report, along with customary documentation evidencing such Outstanding Advances (each, a “ Protective Advance Report ”). Capital One’s obligation to reimburse Ditech for Outstanding Advances shall be subject to Capital One’s receipt and approval, in its reasonable good faith discretion, of the related P&I Report and/or Protective Advance Report.

(c) In connection with any such transfer of servicing prior to the exercise of the Clean-up Call, Capital One shall pay Ditech (1) the fair market value of the servicing rights, if such servicing rights relate to the MBIA Securitizations or the Other Securitizations, as determined on the date that such servicing rights are transferred and (2) subject to the Expense Cap, for any Securitization, the reasonable and customary out-of-pocket expenses incurred by Ditech in the transfer of the servicing rights to a third party. The amounts owed to Ditech (i) pursuant to Section 5(c)(1) hereof shall be paid by Capital One on the date that such servicing rights are transferred and (ii) pursuant to Section 5(c)(2) hereof shall be paid by Capital One within five (5) Business Days upon Capital One’s receipt from Ditech of a final invoice of such expenses.

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(d) Ditech and Capital One shall negotiate the amounts to be paid to Ditech pursuant to the preceding Section 5(c)(1) prior to any such transfer of servicing. If Ditech and Capital One cannot come to terms on the appropriate fair market value of the servicing rights, they shall appoint, in their good faith and reasonable discretion, an industry-recognized independent third party (the “ Independent Third Party ”) to determine, in its sole discretion, the fair market value of the applicable servicing rights. Capital One and Ditech agree to appoint MountainView Financial Solutions as such Independent Third Party. If MountainView Financial Solutions is unable or unwilling to act as the Independent Third Party, then Ditech and Capital One shall appoint another person as Independent Third Party. If Capital One and Ditech cannot come to an agreement on such Independent Third Party or an Independent Thirty Party cannot otherwise be engaged for such purpose, they each shall appoint, in their good faith and reasonable discretion, an Independent Third Party, and the Independent Third Parties chosen by Capital One and Ditech shall promptly consult with one another and together shall select an Independent Third Party to serve as the arbitrator (the “ Arbitrator ”). The Arbitrator, in its sole discretion, shall then determine the fair market value of the applicable servicing rights.

(e) If the servicing is to be transferred on less than all of the MBIA Securitizations prior to the related Clean-up Call Date for any such MBIA Securitization, then Capital One and Ditech will use commercially reasonable efforts to determine the projected draws on the Letter of Credit from the servicing transfer date to the anticipated Clean-up Call Date for the related MBIA Securitizations to be transferred (the “ LOC Draws ”). The LOC Cap will be reduced by an amount equal to such projected LOC Draws on the date of the transfer of such servicing. If Ditech and Capital One cannot come to terms on the projected amount of such LOC Draws, they shall appoint, in their good faith and reasonable discretion, an Independent Third Party to determine, in its sole discretion, the projected amount of the applicable LOC Draws. Capital One and Ditech agree to appoint MountainView Financial Solutions as such Independent Third Party. If MountainView Financial Solutions is unable or unwilling to determine the projected amount of the applicable LOC Draws, then Ditech and Capital One shall appoint another person to act as Independent Third Party. If Capital One and Ditech cannot come to an agreement on such Independent Third Party or an Independent Thirty Party cannot otherwise be engaged for such purpose, they each shall appoint, in their good faith and reasonable discretion, an Independent Third Party, and the Independent Third Parties chosen by Capital One and Ditech shall promptly consult with one another and together shall select an Arbitrator. The Arbitrator, in its sole discretion, shall then determine the projected amount of the applicable LOC Draws.

(f) Ditech may sell the servicing rights (to the extent that it owns such servicing rights) and/or transfer the servicing with respect to any or all of the Securitizations to a third party at any time prior to the exercise of the related Clean‑up Calls for such Securitizations; provided ,

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however , that as a condition to the effectiveness of such sale or transfer, Ditech shall obtain the prior written consent of Capital One, which shall be granted or withheld in Capital One’s sole discretion, and shall obtain all of the consents or approvals required by, and the proposed transaction shall meet any other conditions set forth in, any Operative Agreement or any other applicable agreement; provided , further , that Ditech shall be solely responsible for all costs incurred in connection with this Section 5(f) (including any costs and expenses of Capital One) and any such costs shall not be subject to the Expense Cap. Notwithstanding the foregoing, if Capital One fails to take the actions required of Capital One pursuant to the related Pooling and Servicing Agreement to exercise any Clean-up Call with respect to any MBIA Securitization within sixty (60) days of the related Clean-up Call Date, Ditech can sell and/or transfer the servicing rights with respect to such MBIA Securitization without the consent of Capital One, but subject to Ditech obtaining all of the other consents or approvals required by, and the proposed transaction meeting any other conditions set forth in, any Operative Agreement or any other applicable agreement .

6. Servicing Agreement . Contemporaneously with the execution of this Agreement, Ditech and Capital One shall enter into a mutually agreeable subservicing agreement (the “ Interim Servicing Agreement ”) to provide for the servicing of the Manufactured Housing Contracts after the exercise of each Clean-up Call.

7. Servicing Advances .

(a) Subject to Section 7(b) , Capital One or its designee shall reimburse Ditech, upon the exercise of the related Clean‑up Call, for any and all Outstanding Advances, which are outstanding at the applicable cut-off date for such Clean-up Call. Capital One’s obligation to reimburse Ditech for such Outstanding Advances shall be subject to Capital One’s receipt and approval, in its reasonable good faith discretion, of the related P&I Report and/or Protective Advance Report as described in Section 5(b) .

(b) Notwithstanding the foregoing or anything in the Pooling and Servicing Agreements or any related agreements, the maximum amount of Outstanding Advances that Ditech shall be reimbursed for by Capital One pursuant to the exercise of the Clean-up Calls shall not exceed $6,375,000 in the aggregate for all MBIA Securitizations (the “ Advance Cap ”). All amounts paid to Ditech on any Clean-up Call Date in respect of Outstanding Advances whether through the final distribution under the related Pooling and Servicing Agreement or the clean up call payment made CapOne shall be applied toward the Advance Cap. For the avoidance of doubt, the parties agree that (i) any amounts received by the Servicer with respect to a Manufactured Housing Contract related to an MBIA Securitization in the calendar month prior to the month in which the related Clean Up Call Date occurs may be used by the Servicer to reimburse itself for any related Outstanding Advances in accordance with the related Pooling and Servicing Agreement (and for the avoidance

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of doubt such amounts shall not count against the Advance Cap), (ii) the Servicer may reimburse itself for any Outstanding Advances related to Manufactured Housing Contracts that are liquidated in the calendar month prior to the month in which the related Clean Up Call Date occurs solely out of collections received in such prior calendar month, in accordance with the related Pooling and Servicing Agreement (and for the avoidance of doubt such amounts shall not count against the Advance Cap), (iii) the Servicer shall not otherwise use any amounts received pursuant to the exercise of a Clean Up Call or any other amounts available in connection with the termination of the related trust on the Clean Up Call Date to reimburse itself for any Outstanding Advances, but rather will invoice Capital One for all Outstanding Advances as of the first day of the calendar month in which such Clean Up Call Date occurs (which have not otherwise been reimbursed prior to such Clean Up Call Date) for reimbursement in accordance with this Section 7 and (iv) any Outstanding Advances with respect to the Manufactured Housing Contracts related to an MBIA Securitization made on or after the first day of the calendar month in which the related Clean Up Call Date occurs shall not be reimbursed pursuant to this Section 7 and the Servicer shall not reimburse itself for any Outstanding Advances using amounts collected after the first day of the calendar month in which the related Clean Up Call Date occurs.

8. Cooperation

(a) Subject to the Expense Cap, Capital One shall reimburse Ditech for the reasonable and documented out-of-pocket due diligence costs that Ditech has incurred in connection with the transactions contemplated by this Agreement. Capital One shall pay such reimbursement to Ditech within five (5) Business Days upon Capital One’s receipt from Ditech of a final invoice of such costs.

(b) Ditech and any agents thereof shall cooperate with Capital One and its agents to the best of their abilities to provide any assistance that is requested by Capital One that is reasonable in order to consummate the transactions contemplated by this Agreement. Subject to the Expense Cap, Capital One shall reimburse Ditech for any reasonable out-of-pocket costs and expenses Ditech incurs in connection with any such assistance.

(c) Ditech shall also provide Capital One or any back-up or successor servicer designated by Capital One with any reasonable requested assistance requested by Capital One related to the transfer or potential transfer or sale of the manufactured housing contracts related to the Securitizations or the servicing rights and/or servicing with respect thereto. Such assistance shall include, among other things, providing the monthly servicing data tapes in a form similar to the data tapes that have been provided to Capital One with respect to the Securitizations. In addition to any other fees and expenses payable by Capital One in connection with a servicing transfer as set forth herein, Capital One shall reimburse Ditech for any reasonable out-of-pocket costs and

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expenses Ditech incurs in connection with providing any assistance to Capital One or a successor servicer as provided in this Section 8(c) .

(d) Capital One shall be solely responsible for any fees and expenses of any back-up servicer engaged by Capital One.

9. Reinstatement .

(a) Notwithstanding anything else herein to the contrary, if Ditech becomes a debtor in a bankruptcy proceeding or otherwise becomes subject to any other type of receivership or insolvency proceeding, and as a result thereof, the Inducement Payment is subsequently avoided or otherwise required to be returned to Ditech or Ditech’s estate due to its classification as a preference under 11 U.S.C. § 547, a fraudulent transfer under 11 U.S.C. § 548 or under any other theory of recovery, Ditech’s liability to Capital One for the failure to exercise any Clean-up Call shall be deemed to have continued in existence as if the release of Ditech’s and Walter’s respective obligations contemplated by this Agreement or the Second Agreement had never occurred, Ditech’s obligations under Section 2(a) of the Assignment Agreement shall be reinstated and Capital One’s obligations pursuant to Section 2(b) shall be terminated. Without limiting the generality of the foregoing, Capital One shall be entitled to assert the full amount of any claims and any and all of its rights, powers and remedies in any bankruptcy, insolvency or other proceeding of Ditech with respect to any such amount of the Inducement Payment that is recovered by or for Ditech or Ditech’s estate; provided , however , that any such claims shall be subject to any and all defenses available to Ditech and Walter that are unrelated to the enforceability of the reinstatement set forth in this Section 9 .

(b) Notwithstanding the foregoing, Capital One’s obligation to MBIA to exercise the Clean-up Calls on the respective Clean-up Call Dates for any of the MBIA Securitizations shall not be effected by any reinstatement pursuant to Section 9(a) .

10. Third Party Sales . If Capital One desires to sell any Manufactured Housing Contracts it acquires in connection with any Clean-up Call with respect to the MBIA Securitizations in a competitive bidding process, Capital One shall use commercially reasonable efforts to permit Centerbridge Partners, L.P. to review and bid on any such Manufactured Housing Contracts in accordance with the bidding process specified by Capital One for such sale; provided , however , that Capital One shall have no obligation to sell any such Manufactured Housing Contracts to Centerbridge Partners, L.P., even if it is the highest bidder.

11. Representations of Ditech .

Ditech hereby represents and warrants to Capital One that, as to itself as of the Closing Date:

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(a) Due Organization and Authority . It is a corporation, duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all licenses necessary to carry on its business as now being conducted and it is licensed, qualified and in good standing in the states where the applicable Manufactured Housing Contracts are located if the laws of such states require licensing or qualification in order to conduct business of the type conducted by it, including all required servicing licenses. It has corporate power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement by it and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement evidences the legal, valid, binding and enforceable obligation of it, subject to applicable law except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by it to make this Agreement valid and binding upon it in accordance with the terms of this Agreement.

(b) No Consent Required . No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over it or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained.

(c) No Conflicts . The consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of its limited liability company agreement or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which it or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which it or its property is subject.

(d) Litigation . As of the Closing Date, there is no litigation, proceeding or governmental investigation existing or pending or to its knowledge threatened, or any order, injunction, decree or settlement agreement outstanding against or relating to it which may draw into question the validity of this Agreement or which may impair the ability of it to perform its obligations under this Agreement.

(e) Compliance with Laws . As of the Closing Date, it has not violated and will not violate any applicable law, regulation, ordinance, order, injunction, decree or settlement agreement, or any other requirement of any governmental body or court, which may materially affect this Agreement, its obligations hereunder or any of the applicable Manufactured Housing Contracts.

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(f) Arm’s Length Transaction . Ditech is a sophisticated counterparty and its offer and decision to enter into this Agreement is based upon its own independent expert evaluations of materials deemed relevant by Ditech and its agents together with such records as are generally available to the public from local, county, state and federal authorities, record-keeping offices and courts (including, without limitation, any bankruptcy courts in which any mortgagors, guarantor or surety, if any, may be subject to any pending bankruptcy proceedings), as Ditech deemed necessary, proper or appropriate in order to make a complete informed decision with respect to this transaction. Ditech has not relied in entering into this Agreement upon any oral or written information from Capital One, or any of its employees, affiliates, agents, legal counsel or other representatives. Accordingly, this Agreement, the other agreements referenced herein, and the transactions contemplated hereby and thereby, including, without limitation, Capital One’s rights in and to (and interest in) the Inducement Fee, are the product of good faith negotiations and constitute arm’s-length transactions, and Ditech’s obligations and transfers incurred and made in connection therewith, including, without limitation, as to the Inducement Fee, will be made in return for reasonably equivalent value, fair consideration, and fair value within the meaning of any applicable federal (including the Bankruptcy Code) or state fraudulent transfer or similar avoidance statute or other law.

(g) No Defaults . Except as disclosed in writing by Ditech and acknowledged by Capital One, it is not in default under any agreement, contract, instrument or indenture to which it is a party or by which it (or any of its assets) is bound, which default would have a material adverse effect on its ability to perform under this Agreement, nor has any event occurred which, with the giving of notice, the lapse of time or both, would constitute a default under any such agreement, contract, instrument or indenture that would have a material adverse effect on its ability to perform its obligations under this Agreement.

(h) Servicing . The Servicer has serviced the manufactured housing contracts and other assets subject to each Securitization in compliance with the terms of the related agreements and all applicable laws, rules and regulations.

(i) Information Delivery . The information delivered in writing by Ditech to Capital One with respect to outstanding advances and the servicing fields on the servicer data tape, in each case with respect to the Manufactured Housing Contracts, are true and correct in all material respects. For the avoidance of doubt, the parties acknowledge and agree that Ditech is making no representations or warranties with respect to the origination fields on the servicer data tape or otherwise or the contents of the collateral files with respect to the Manufactured Housing Contracts.

12. Representations of Capital One . Capital One hereby represents and warrants to Ditech that, as to itself as of the Closing Date:

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(a) Due Organization and Authority. It is a national banking association duly organized, validly existing and in good standing under the laws of the United States and has all licenses necessary to carry on its business as now being conducted and it is licensed, qualified and in good standing in the states where the applicable Manufactured Housing Contracts are located if the laws of such states require licensing or qualification in order to conduct business of the type conducted by it, including, if applicable, all required servicing licenses. It has corporate power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement by it and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement evidences the legal, valid, binding and enforceable obligation of it, subject to applicable law except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by it to make this Agreement valid and binding upon it in accordance with the terms of this Agreement.

(c) No Conflicts . The consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of its operating agreement or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which it or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which it or its property is subject.

(d) Litigation. As of the Closing Date, there is no litigation, proceeding or governmental investigation existing or pending or to its knowledge threatened, or any order, injunction, decree or settlement agreement outstanding against or relating to it which may draw into question the validity of this Agreement or which may impair the ability of it to perform its obligations under this Agreement.

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(f) Diligence; No Reliance . Capital One is a sophisticated investor and Capital One’s offer and decision to enter into this Agreement is based upon its own independent expert evaluations of its due diligence and other materials deemed relevant by Capital One and its agents together with such records as are generally available to the public from local, county, state and federal authorities, record-keeping offices and courts (including, without limitation, any bankruptcy courts in which any mortgagors, guarantor or surety, if any, may be subject to any pending bankruptcy proceedings), as Capital One deemed necessary, proper or appropriate in order to make a complete informed decision with respect to this transaction. Capital One acknowledges that it has had the opportunity to conduct appropriate due diligence with respect to this transaction.

(g) No Defaults . It is not in default under any agreement, contract, instrument or indenture to which it is a party or by which it (or any of its assets) is bound, which default would have a material adverse effect on its ability to perform under this Agreement, nor has any event occurred which, with the giving of notice, the lapse of time or both, would constitute a default under any such agreement, contract, instrument or indenture that would have a material adverse effect on its ability to perform its obligations under this Agreement.

13. Covenants of Capital One . Capital One hereby covenants and agrees with Ditech that, notwithstanding anything else to the contrary, that its obligation under the Second Amendment (A) to exercise the Clean-up Call under the Pooling and Servicing Agreements, in both its capacity as an assignee of the servicer and as the Class R certificateholder, may not be sold, conveyed, assigned or transferred to any party without the prior written consent of Ditech (provided that the foregoing shall not be construed to limit Capital One’s ability to designate another party to purchase or otherwise take title to any assets upon the consummation of the Clean-up Call).

14. Covenants of Ditech .

(a) Notices . On and after the Closing Date, Ditech covenants and agrees to deliver to Capital One the monthly reports and the notices that the pool scheduled principal balance is less than 10% of the related cut-off date principal balance with respect to each MBIA Securitization at the same time the foregoing are provided to the related trustee.

(b) Clean-up Calls . On and after the Closing Date, Ditech hereby irrevocably waives its right to, as servicer, and covenants and agrees not to, exercise its optional termination rights under Section 10.01(a)(ii) of each Pooling and Servicing Agreement or any other Operative Agreement (except to the extent previously assigned to Capital One (as successor to GreenPoint Bank).

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(c) MBIA Expenses . Ditech hereby covenants and agrees that, promptly upon request from Capital One, it shall reimburse Capital One for up to $10,000 of MBIA’s legal fees that Capital One has reimbursed MBIA for pursuant to the Consent Letter.

15. Conditions to Effectiveness . Notwithstanding anything herein to the contrary, this Agreement shall not become effective unless and until:

(a) The MBIA Consent Amendment shall have been executed and delivered by all the parties thereto.

(b) The Consent Letter shall have been executed and delivered by all the parties thereto.

16. Clean-up Calls and Payment of Fees . On and after the Closing Date, (a) Capital One shall be solely responsible for preparing any notices, opinions, plans of liquidation or other documents required by the Pooling and Servicing Agreements in connection with the exercise of each Clean-up Call; and (b) all fees and expenses related to the exercise of any Clean-up Call shall be borne solely by Capital One (and any such fees and expenses shall not be subject to the Expense Cap); provided , however , that the foregoing shall not relieve Ditech from obligations to deliver any notices under the Pooling and Servicing Agreements that are required, pursuant to the terms of such Pooling and Servicing Agreements, to be performed solely by the servicer in connection with a Clean-Up Call.

For the avoidance of doubt, the parties acknowledge and agree that, pursuant to the Pooling and Servicing Agreements, (i) all of the assets of each trust fund, including any liquidated contracts and related deficiencies (other than assets that will be converted to cash prior to the final Distribution Date), will be sold to Capital One or its designee pursuant to the Clean-up Call and (ii) Ditech will not own any servicing rights with respect to any Manufactured Housing Contracts or other assets purchased in connection with the exercise of the Clean-up Call.

Ditech shall provide customary representations and indemnifications to Capital One or its designee with respect to the transferred servicing rights and prior servicing of the related manufactured housing contracts in connection with each Clean-up Call of the MBIA Securitizations, including but not limited to those set forth on Exhibit E .

17. Failure to Execute Agreement by Final Date . If the conditions to effectiveness set forth in Section 15 hereof have not been satisfied on or prior to the Final Date, this Agreement

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shall terminate and shall not become effective or binding upon the parties hereto, and the funds in the Escrow Account shall be released to Ditech.

18. No Third-Party Beneficiaries . This Agreement is for the sole benefit of the parties hereto and their successors and permitted assigns, and nothing herein expressed or implied shall give or be construed to give to any person, other than the parties hereto and such successors and permitted assigns, any legal or equitable rights hereunder.

19. Amendments; Waivers . No amendment to or waiver of any provision of this Agreement shall be effective unless it shall be in writing and signed by the parties hereto. Any of the terms and conditions of this Agreement may be waived in writing at any time by the party entitled to the benefits thereof.

20. Notices . All notices, consents, approvals or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by telecopy, or sent, postage prepaid, by registered, certified or express mail, electronic mail or reputable overnight courier service and shall be deemed given when so delivered by hand or telecopied (but only if receipt thereof is acknowledged or if a confirming copy is delivered or sent within one (1) Business Day thereafter by any other means of delivery permitted by this Section 20 ), or if mailed, three (3) Business Days after mailing (one (1) Business Day in the case of express mail or reputable overnight courier service), as follows:

if to Capital One:

Capital One, National Association
1680 Capital One Drive
McLean, VA 22102
Attention: Charles Fendig
Facsimile: 703-720-2313

if to Ditech :

Ditech Financial LLC
1100 Virginia Drive, Suite 100A
Fort Washington, Pennsylvania 19034
Attention: General Counsel

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or to such other address as shall be furnished in writing by such party; provided , that any notice from a party changing any of the addresses set forth above shall be effective and deemed given only upon its receipt by the other party.

21. Entire Agreement . This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all previous oral statements and other writings with respect thereto.

22. Severability . If any provision of this Agreement or the application of any such provision to any person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof.

23. Counterparts . This Agreement may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF), any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g. www.docusign.com, or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart of this Agreement.

24. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial .

(a) This Agreement shall be governed by the laws of the State of New York without giving effect to the conflict of law principles thereof, except for Section 5-1401 of the General Obligations Law of the State of New York.

(b) Each party irrevocably and unconditionally submits to the exclusive jurisdiction of any United States Federal or New York State court sitting in Manhattan, and any appellate court from any such court, solely for the purpose of any suit, action or proceeding brought to enforce its obligations under this Agreement or relating in any way to this Agreement.

(c) EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT AND ANY RIGHT OF JURISDICTION ON ACCOUNT OF ITS PLACE OF RESIDENCE OR DOMICILE AND IRREVOCABLY CONSENTS TO THE SERVICE OF ANY SUMMONS AND COMPLAINT AND ANY OTHER PROCESS BY THE MAILING OF COPIES OF SUCH PROCESS TO IT AT ITS

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RESPECTIVE ADDRESS SPECIFIED HEREIN. EACH PARTY HEREBY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS SECTION 26 SHALL AFFECT THE RIGHT OF EITHER PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

(d) EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

25. Miscellaneous .

(a) Should any provision of this Agreement require judicial interpretation, it is agreed that a court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against any person by reason of the rule of construction that a document is to be construed more strictly against the person who itself or through its agent prepared the same, it being agreed that all parties have participated in the preparation of this Agreement.

(b) The headings in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

(c) The parties agree that this Agreement does not create any rights or benefits to any third party including, but not limited to, the certificate holders or trustee under any MBIA Securitization.

26. Confidentiality and Publicity .

(a) General . Each of Ditech and Capital One (each being each referred to as a “ Recipient Party ”) will, and will to cause its Affiliates, directors, officers, employees, agents and advisors (collectively, “ Representatives ”) to hold, in strict confidence from any Person (other than any such Representatives as provided hereunder), all Confidential Information of the other (the “ Protected Party ”) furnished to it by the Protected Party or such Protected Party’s Representatives, or to which such Recipient Party otherwise has obtained access, in connection with this Agreement or the transactions contemplated hereby. A Recipient Party may disclose Confidential Information of the Protected Party to only those Representatives of the Recipient Party who have a legitimate reason to know such information for purposes of performing this Agreement and prospective purchasers or successor servicers or back-up servicers of the manufactured housing contracts or related assets

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or the servicing rights or servicing thereof, and who have agreed in writing, prior to receipt of such information, to hold such Confidential Information in strict confidence in accordance with the terms of this Section 26 . In any event, the Recipient Party shall be responsible for any disclosure of the Confidential Information of the Protected Party by its Representatives in violation of the terms of this Section 26 .

(b) Confidential Information . For purposes of this Agreement, a Protected Party’s “ Confidential Information ” or “ Confidential Information ” of a Protected Party means (in whatever medium), as to that Protected Party, all trade secrets and other confidential and/or proprietary information of such Protected Party or any of its Affiliates, including information derived from reports, transaction data, investigations, research, work in progress, codes, marketing and sales programs, financial projections, cost summaries, pricing formula, contract analyses, financial information, projections, confidential filings with any state or federal agency; nonpublic personal information (as that term is defined by GLBA) of a Protected Party’s or its Affiliate’s customers and consumers; and all other confidential concepts, methods of doing business, ideas, materials or information prepared by such Protected Party or any of its Affiliates or for or on behalf of such Protected Party or any of its Affiliates by its or their Representatives. Notwithstanding the foregoing, documents or information of a Protected Party (other than as required by applicable law) shall not be considered “ Confidential Information ” of that Protected Party if such documents or information (a) can be shown to have been previously known by the Recipient Party, (b) can be shown to be or have been in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of such Recipient Party or any of its Representatives, or (c) can be shown to have been lawfully acquired by the Recipient Party or any of its Representatives from another source if the Recipient Party does not have actual knowledge that such source is under an obligation to another Person to keep such documents and information confidential.

(c) Degree of Care; Protective Order . Each Recipient Party shall (and shall cause its respective Representatives to) use at least the same degree of care to safeguard and to prevent the disclosure, publication or dissemination of the Protected Party’s Confidential Information as it employs to avoid unauthorized disclosure, publication or dissemination of its own information of a similar nature, but in no case less than reasonable care or as required by applicable law, including the GLBA. In the event that a Recipient Party is requested or required by applicable law or legal process (by oral question, interrogatory, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any such Confidential Information of the Protected Party, such Recipient Party shall (x) provide the Protected Party with prompt written notice so that such Protected Party may seek a protective order or other appropriate remedy or waive

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compliance with the provisions of this Section 26 and (y) cooperate with such Protected Party (at the Protected Party’s expense) in any effort such Protected Party undertakes to obtain a protective order or other remedy. In the event that such protective order or other remedy is not obtained or such Protected Party waives compliance with the provisions of this Section 26 , or the Recipient Party reasonably believes disclosure of any such Confidential Information of the Protected Party is required to prosecute or defend a proceeding involving both the Recipient Party and Protected Party, such Recipient Party may disclose to the Person compelling disclosure, or to the applicable Persons involved in the Proceeding, only that portion of such Confidential Information that such Recipient Party is advised by counsel is legally required to be disclosed and shall use commercially reasonable efforts to obtain reliable assurance, to the extent available, that confidential treatment is accorded such Confidential Information so disclosed.

(d) Return or Destruction of Confidential Information . Upon the request of the Protected Party, the Recipient Party shall return to the Protected Party all Confidential Information of the Protected Party in its possession or under its control and, at the election of the Recipient Party, return to, or destroy and certify such destruction to the Protected Party, all analyses, notes, compilations, studies or other documents prepared by the Recipient Party containing any of the Protected Party’s Confidential Information, except to the extent the Recipient Party is legally required to retain such Confidential Information.

Security .

(e) Injunctive Relief . Each of the parties acknowledges that the other party would be irreparably injured and damages at law would not be adequate compensation for such injury if any of the provisions of Section 26(a) – (d) were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the party seeking to enforce such provisions against the breaching party shall be entitled to seek and obtain injunctive relief, without posting bond or proving damages, and in addition to all other remedies, and the breaching party shall not oppose the entry of an appropriate order restraining any such breach of its obligations under such provisions, compelling performance by such party of its obligations under such provisions, or restraining such party from any further breaches (or attempted or threatened breaches) of its obligations under such provisions.

(f) Public Filing . Notwithstanding the foregoing, the parties acknowledge and agree that this Agreement will be filed publicly with the Securities and Exchange Commission by Ditech. Ditech shall provide Capital One with prior written notice as to the form, timing and contents of such public filing.

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27. No Offset . Neither Ditech nor Capital One shall have any right to offset against any amount payable hereunder or under any other agreement to the other party, or otherwise reduce any amount payable hereunder as a result of, any amount owing by the other party or any of its affiliates to such party or any of its affiliates.

28. No Consequential Damages . All claims of liability between the parties shall, regardless of the form or cause of action, be limited to direct damages and in no event shall either party be liable to the other party or to any third party for any indirect, incidental, special, consequential (including, without limitation, damages attributed to lost profits, loss of goodwill, or business interruption) punitive and exemplary damages, even if the other party has been advised of the possibility of such damages.

29. Further Assurances . Each party hereby covenants and agrees that, on and after the Closing Date, it shall deliver in a reasonable timeframe such reasonable and appropriate additional documents, instruments or agreements and take such reasonable actions as may be necessary or appropriate to effectuate the purposes of this Agreement.

30. Other Definitional Provisions . Any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns. The words “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; Article, Section, Schedule and Exhibit references contained in this Agreement are references to Articles, Sections, Schedules and Exhibits in or to this Agreement unless otherwise specified; and the term “including” shall mean “including without limitation.” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. References to “dollars” or “$” shall mean United States dollars.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized representatives or executives as of the day and year first above written.

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DITECH FINANCIAL LLC

By: /s/ Cheryl Collins

Name: Cheryl Collins

Title: SVP and Treasurer

Signature Page to Clean-up Call Agreement (Project Jepsen)

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CAPITAL ONE, NATIONAL ASSOCIATION

By: /s/ R. Scott Blackbey

Name: R. Scott Blackbey

Title: CFO

Signature Page to Clean-up Call Agreement (Project Jepsen)

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EXHIBIT A

List of MBIA Securitizations and Related Pooling and Servicing Agreements



MBIA Securitizations	Related Pooling and Servicing Agreement
1. GreenPoint Manufactured Housing Trust Pass-Through Certificates, Series 1998-1	Pooling and Servicing Agreement, dated as of 11/1/1998, among Ditech Financial LLC (successor in interest to GreenPoint Credit Corp.) as Servicer; GreenPoint Credit Corp. as Contract Seller; and The Bank of New York Mellon Trust Company, N.A. (successor in interest to The First National Bank of Chicago) as Trustee
2. GreenPoint Manufactured Housing Trust Pass-Through Certificates, Series 1999-1	Pooling and Servicing Agreement, dated as of 2/1/1999, among Ditech Financial LLC (successor in interest to GreenPoint Credit Corp.) as Servicer; GreenPoint Credit Corp. as Contract Seller; and The Bank of New York Mellon Trust Company, N.A. (successor in interest to The First National Bank of Chicago) as Trustee
3. GreenPoint Manufactured Housing Contract Trust Pass-Through Certificates, Series 1999-3	Pooling and Servicing Agreement, dated as of 5/1/1999, among Ditech Financial LLC (successor in interest to GreenPoint Credit Corp.) as Servicer; GreenPoint Credit Corp. as Contract Seller; and The Bank of New York Mellon Trust Company, N.A. (successor in interest to The First National Bank of Chicago) as Trustee
4. GreenPoint Manufactured Housing Contract Trust Pass-Through Certificates, Series 1999-6	Pooling and Servicing Agreement, dated as of 12/1/1999, among Ditech Financial LLC (successor in interest to GreenPoint Credit, LLC) as Servicer; GreenPoint Credit, LLC as Contract Seller; and The Bank of New York Mellon Trust Company, N.A. (successor in interest to Bank One, National Association) as Trustee
5. GreenPoint Manufactured Housing Contract Trust Pass-Through Certificates, Series 2000-2	Pooling and Servicing Agreement, dated as of 3/1/2000, among Ditech Financial LLC (successor in interest to GreenPoint Credit, LLC) as Servicer; GreenPoint Credit, LLC as Contract Seller; and The Bank of New York Mellon Trust Company, N.A. (successor in interest to Bank One, National Association) as Trustee
6. GreenPoint Manufactured Housing Contract Trust Pass-Through Certificates, Series 2000-3	Pooling and Servicing Agreement, dated as of 5/1/2000, among Ditech Financial LLC (successor in interest to GreenPoint Credit, LLC) as Servicer; GreenPoint Credit, LLC as Contract Seller; and The Bank of New York Mellon Trust Company, N.A. (successor in interest to Bank One, National Association) as Trustee

Exhibit A-1

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MBIA Securitizations	Related Pooling and Servicing Agreement
7. GreenPoint Manufactured Housing Contract Trust Pass-Through Certificates, Series 2000-5	Pooling and Servicing Agreement, dated as of 9/1/2000, among Ditech Financial LLC (successor in interest to GreenPoint Credit, LLC) as Servicer; GreenPoint Credit, LLC as Contract Seller; and The Bank of New York Mellon Trust Company, N.A. (successor in interest to Bank One, National Association) as Trustee
8. GreenPoint Manufactured Housing Contract Trust Pass-Through Certificates, Series 2000-7	Pooling and Servicing Agreement, dated as of 12/1/2000, among Ditech Financial LLC (successor in interest to GreenPoint Credit, LLC) as Servicer; GreenPoint Credit, LLC as Contract Seller; and The Bank of New York Mellon Trust Company, N.A. (successor in interest to Bank One, National Association) as Trustee

Exhibit A-2

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EXHIBIT B

List of Insurance and Reimbursement Agreements



MBIA Securitizations	Related Insurance Agreement
1. GreenPoint Manufactured Housing Trust Pass-Through Certificates, Series 1998-1	Amended and Restated Master Insurance and Reimbursement Agreement, dated as of February 25, 1999, by and among MBIA Insurance Corporation, as Insurer, Green Tree Servicing LLC, as Servicer, GreenPoint Credit, LLC, as Seller, Capital One, National Association (successor by merger to North Fork Bank, as successor by merger to GreenPoint Bank), as Class R Certificateholder and LOC Issuer, and JPMorgan Chase Bank, National Association, successor by merger to Bank One, National Association, as Trustee and as Bank Agent, as amended by the Omnibus Amendment dated as of September 29, 1999, Omnibus Amendment No. 2, dated as of April 12, 2000, and the Amendment to Master Insurance and Reimbursement Agreement, dated as of October 29, 2004, as further amended by the Omnibus Amendment to Insurance and Reimbursement Agreements, dated as of April 3, 2006
2. GreenPoint Manufactured Housing Trust Pass-Through Certificates, Series 1999-1	Master Insurance and Reimbursement Agreement, dated as of February 25, 1999, by and among MBIA Insurance Corporation, as Insurer, Green Tree Servicing LLC, as Servicer, GreenPoint Credit, LLC, as Seller, Capital One, National Association (successor by merger to North Fork Bank, as successor by merger to GreenPoint Bank), as Class R Certificateholder and LOC Issuer, and JPMorgan Chase Bank, National Association, successor by merger to Bank One, National Association, as Trustee and Bank Agent, as amended by that certain Schedule I thereto, dated as of dated as of March 18, 1999, the Omnibus Amendment dated as of September 29, 1999, Omnibus Amendment No. 2, dated as of April 12, 2000, and the Amendment to Master Insurance and Reimbursement Agreement, dated as of October 29, 2004, as further amended by the Omnibus Amendment to Insurance and Reimbursement Agreements, dated as of April 3, 2006
3. GreenPoint Manufactured Housing Contract Trust Pass-Through Certificates, Series 1999-3	Master Insurance and Reimbursement Agreement, dated as of May 27, 1999, by and among MBIA Insurance Corporation, as Insurer, Green Tree Servicing LLC, as Servicer, GreenPoint Credit, LLC, as Seller, Capital One, National Association (successor by merger to North Fork Bank, as successor by merger to GreenPoint Bank), as Class R Certificateholder and LOC Issuer, and JPMorgan Chase Bank, National Association, successor by merger to Bank One, National Association, as Trustee and as Bank Agent, as amended by the Omnibus Amendment dated as of September 29, 1999, Omnibus Amendment No. 2, dated as of April 12, 2000, and the Amendment to Master Insurance and Reimbursement Agreement, dated as of October 29, 2004, as further amended by the Omnibus Amendment to Insurance and Reimbursement Agreements, dated as of April 3, 2006

Exhibit B-1

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MBIA Securitizations	Related Insurance Agreement
4. GreenPoint Manufactured Housing Contract Trust Pass-Through Certificates, Series 1999-6	Master Insurance and Reimbursement Agreement, dated as of December 16, 1999, by and among MBIA Insurance Corporation, as Insurer, Green Tree Servicing LLC, as Servicer, GreenPoint Credit, LLC, as Seller, Capital One, National Association (successor by merger to North Fork Bank, as successor by merger to GreenPoint Bank), as Class R Certificateholder and LOC Issuer, and JPMorgan Chase Bank, National Association, successor by merger to Bank One, National Association, as Trustee and as Bank Agent, as amended by Omnibus Amendment No. 2, dated as of April 12, 2000, and the Amendment to Master Insurance and Reimbursement Agreement, dated as of October 29, 2004, as further amended by the Omnibus Amendment to Insurance and Reimbursement Agreements, dated as of April 3, 2006
5. GreenPoint Manufactured Housing Contract Trust Pass-Through Certificates, Series 2000-2	Master Insurance and Reimbursement Agreement, dated as of March 23, 2000, by and among MBIA Insurance Corporation, as Insurer, Green Tree Servicing LLC, as Servicer, GreenPoint Credit, LLC, as Seller, Capital One, National Association (successor by merger to North Fork Bank, as successor by merger to GreenPoint Bank), as Class R Certificateholder and LOC Issuer, and JPMorgan Chase Bank, National Association, successor by merger to Bank One, National Association, as Trustee and as Bank Agent, as amended by Omnibus Amendment No. 2, dated as of April 12, 2000, and the Amendment to Master Insurance and Reimbursement Agreement, dated as of October 29, 2004, as further amended by the Omnibus Amendment to Insurance and Reimbursement Agreements, dated as of April 3, 2006
6. GreenPoint Manufactured Housing Contract Trust Pass-Through Certificates, Series 2000-3	Master Insurance and Reimbursement Agreement, dated as of May 18, 2000, by and among MBIA Insurance Corporation, as Insurer, Green Tree Servicing LLC, as Servicer, GreenPoint Credit, LLC, as Seller, Capital One, National Association (successor by merger to North Fork Bank, as successor by merger to GreenPoint Bank), as Class R Certificateholder and LOC Issuer, and JPMorgan Chase Bank, National Association, successor by merger to Bank One, National Association, as Trustee and as Bank Agent, as amended by the Amendment to Master Insurance and Reimbursement Agreement, dated as of October 29, 2004, as further amended by the Omnibus Amendment to Insurance and Reimbursement Agreements, dated as of April 3, 2006

Exhibit B-2

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MBIA Securitizations	Related Insurance Agreement
7. GreenPoint Manufactured Housing Contract Trust Pass-Through Certificates, Series 2000-5	Master Insurance and Reimbursement Agreement, dated as of September 27, 2000, by and among MBIA Insurance Corporation, as Insurer, Green Tree Servicing LLC, as Servicer, GreenPoint Credit, LLC, as Seller, Capital One, National Association (successor by merger to North Fork Bank, as successor by merger to GreenPoint Bank), as Class R Certificateholder and LOC Issuer, and JPMorgan Chase Bank, National Association, successor by merger to Bank One, National Association, as Trustee and as Bank Agent, as amended by the Amendment to Master Insurance and Reimbursement Agreement, dated as of October 29, 2004, as further amended by the Omnibus Amendment to Insurance and Reimbursement Agreements, dated as of April 3, 2006
8. GreenPoint Manufactured Housing Contract Trust Pass-Through Certificates, Series 2000-7	Insurance and Reimbursement Agreement, dated as of December 21, 2000, by and among MBIA Insurance Corporation, as Insurer, Green Tree Servicing LLC, as Servicer, GreenPoint Credit, LLC, as Seller, Capital One, National Association (successor by merger to North Fork Bank, as successor by merger to GreenPoint Bank), as Class It Certificateholder and LOC Issuer, and JPMorgan Chase Bank, National Association, successor by merger to Bank One, National Association, as Trustee and as Bank Agent, as amended by the Amendment to Insurance and Reimbursement Agreement, dated as of October 29, 2004, as further amended by the Omnibus Amendment to Insurance and Reimbursement Agreements, dated as of April 3, 2006

Exhibit B-3

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EXHIBIT C

List of Other Securitizations



1. GreenPoint Manufactured Housing Contract Trust Pass-Through Certificates, Series 2000-4	Pooling and Servicing Agreement, dated as of 9/1/2000, among Ditech Financial LLC (successor in interest to GreenPoint Credit, LLC) as Servicer; GreenPoint Credit, LLC as Contract Seller; and The Bank of New York Mellon Trust Company, N.A. (successor in interest to Bank One, National Association) as Trustee
2. GreenPoint Manufactured Housing Contract Trust Pass-Through Certificates, Series 2000-6	Pooling and Servicing Agreement, dated as of 12/1/2000, among Ditech Financial LLC (successor in interest to GreenPoint Credit, LLC) as Servicer; GreenPoint Credit, LLC as Contract Seller; and The Bank of New York Mellon Trust Company, N.A. (successor in interest to Bank One, National Association) as Trustee

Exhibit C-1

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EXHIBIT D

List of Subservicing Transactions


1.	Pooling and Servicing Agreement, dated as of March 1, 2001, between GreenPoint Credit, LLC, as Contract Seller and Servicer, JPMorgan Chase Bank (as successor in interest to Bank One, National Association), as Trustee of the 2001- 1 Trust, and Wachovia Bank, National Association (as successor in interest to First Union National Bank), as co-trustee (GPC 2001-1)


2.	Pooling and Servicing Agreement, dated as of September 1, 2001, between GreenPoint Credit, LLC, as Contract Seller and Servicer, and JPMorgan Chase Bank (as successor in interest to Bank One National Association), as Trustee of the 2001- 2 Trust, and Wachovia Bank, National Association (as successor in interest to First Union National Bank), as co-trustee (GPC 2001-2)


3.	Servicing Agreement, dated as of April 1, 2001, between Beal Bank, SSB and GreenPoint Credit, LLC (Beal Servicing Agreement)


4.	Amended and Restated Standby Servicing Agreement, by and between GreenPoint Credit, LLC as Standby Servicer, and Wells Fargo Bank of Minnesota, National Association, as Trustee and Backup Servicer, dated as of December 1, 2000 (OW Trust Standby Servicing Agreement)

Exhibit D-1

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EXHIBIT E

Sale Assistance

Capitalized terms used in this Exhibit E but not defined in this Agreement shall have the meanings set forth in the Interim Servicing Agreement.

1. Representations and Warranties and Indemnification

(a) Ditech is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Ditech (i) is duly qualified, in good standing and licensed to carry on its business in each state where the related manufactured homes and mortgaged properties are located, and (ii) is in compliance with the laws of any such state to the extent necessary to service the manufactured housing contracts and related repossessed properties and to enforce the manufactured housing contracts in accordance with the terms thereof and (iii) Ditech had at all relevant times, full corporate power to own its property, to carry on its business as currently conducted, to service the manufactured housing contracts and related repossessed properties and to enter into and perform its obligations.

(b) [Ditech is the sole owner and holder of the servicing rights with respect to the related manufactured housing contracts and related repossessed properties (the “Servicing Rights”) free and clear of any and all liens, pledges, charges, or security interests of any nature and it has good and marketable title and has full right and authority to transfer and assign the same.] The Servicing Rights are free and clear of any and all liens, pledges, charges, or security interests of any nature created by or through Ditech. Any subservicers or subcontractors with respect to the related manufactured housing contracts and related repossessed properties shall be terminated by the transfer date at Ditech’s sole cost and expense and Ditech has not assigned or transferred any of its rights to servicing compensation or servicing advances with respect to the manufactured housing contracts and related repossessed properties .

(c) Ditech has serviced each of the related manufactured housing contracts and related repossessed properties in compliance with Applicable Law, the terms of the related manufactured housing contracts, the terms of the related [insert relevant prior and then current servicing agreements] and Accepted Servicing Practices.

(d) The information delivered in writing by Ditech to Capital One with respect to Outstanding Advances and the servicing fields on the servicing data tape and the loan lists provided pursuant to Section 2(f) of this Exhibit E are true and correct in all material respects. For the avoidance of doubt, the parties acknowledge and agree that Ditech makes no representations or warranties with respect to the origination fields on any servicing data tape data or as to the documents actually contained in any custodial file.

____________________

¹ Applicable to pre-clean-up call transactions.

Exhibit E-1

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(e) The servicing files with respect to each related manufactured housing contracts and related repossessed properties have been maintained by Ditech in accordance with Accepted Servicing Practices.

(f) While each related manufactured housing contract (other than any manufactured housing contract which has been liquidated) has been serviced by Ditech, the mortgage or other security agreement has not been satisfied, canceled, subordinated or rescinded, in whole or in part, and the related manufactured home and/or mortgaged property has not been released from the lien of the mortgage or other security agreement, in whole or in part, nor has any instrument been executed that would affect any such release, cancellation, subordination or rescission, except as set forth in the servicing data tape and included in the related custodial file.

2. Assistance in Connection with Servicing Transfers

(a) Upon request, Ditech shall provide loan level data tapes, loan performance reports, collateral exception reports and other information regarding the manufactured housing contracts or repossessed properties to the extent such information is in its possession.

(b) Upon request, Ditech shall furnish a copy of its servicing transfer instructions and shall negotiate in good faith with the successor servicer to agree on servicing transfer instructions (either based upon Ditech’s servicing transfer instruction or, if requested, such successor servicer’ s servicing transfer instructions). In connection therewith, upon request, Ditech shall deliver sample data and imaging formats to the successor servicer for mapping.

(c) Ditech covenants and agrees, to the extent applicable to the related manufactured housing contracts and related repossessed properties, to complete any servicing transfer in accordance with the Consumer Financial Protection Bureau’s (“ CFPB ”) requirements, including, the requirements set forth in the CFPB’s Bulletin 2014-01 “Compliance Bulletin and Policy Guidance: Mortgage Services Transfers” (August 19, 2014) (“ CFPB Bulletin 2014-01 ”) and the requirements of the Real Estate Settlement Procedures Act/Regulation X (12 CFR §1024.38(b)(4)) regarding the transfer of information during servicing transfers.

(d) In connection with each servicing transfer, Ditech shall deliver the servicing file for each manufactured housing contract or repossessed property in electronic format (or a physical copy if that is all that Ditech has), to the successor servicer on the servicing transfer date.

(e) In connection with each servicing transfer, if requested, Ditech shall assign any assignable tax and flood monitoring contracts for any applicable manufactured housing contract or repossessed property to the successor servicer and cancel any forced placed insurance for the related manufactured housing contracts immediately following the servicing transfer date.

(f) In connection with each servicing transfer, Ditech shall promptly cause any collections received with respect to the manufactured housing contracts and repossessed properties received by it on and after the servicing transfer date to be promptly transmitted to the

Exhibit E-2

725351871 17540267

successor servicer and promptly forward to the successor servicer all future correspondence, notices and any other nonpayment items received by it with respect to each manufactured housing contract and repossessed property after the servicing transfer date.

(g) Ditech shall timely prepare and timely file any and all necessary IRS Form 1098 and IRS Form 1099 tax reports with obligors and information reports with respect to the receipt of mortgage interest received in a trade or business, reports of foreclosure and abandonment of any manufactured home or mortgaged property or repossessed property and information returns relating to cancellation of indebtedness income with respect to any manufactured home or mortgaged property as required by Sections 6050H, 6050J and 6050P of the Code, in each case covering the period of Ditech’s servicing of the related manufactured housing contracts and repossessed properties.

(f) Ditech shall deliver a loan list that sets forth each manufactured housing contract or related obligor, if applicable, that (i) is subject to the Servicemembers’ Civil Relief Act, (ii) is subject to an active or ongoing litigation, bankruptcy or foreclosure proceeding and (iii) has not maintained all hazard and flood insurance required to be maintained by the related manufactured housing contract and [insert relevant current servicing agreement].

3. Indemnity

Ditech shall indemnify [the successor servicer][Capital One] and defend and hold it harmless against any and all losses that arise in connection with Ditech’s failure to service the related manufactured housing contracts and repossessed properties pursuant to the terms of the [insert relevant prior and then current servicing agreements] and Accepted Servicing Practices.

All claims of liability shall, regardless of the form or cause of action, be limited to direct damages and in no event shall Ditech be liable to the [the successor servicer][Capital One] for any indirect, incidental, special, consequential (including, without limitation, damages attributed to lost profits, loss of goodwill, or business interruption) punitive and exemplary damages, even if Ditech has been advised of the possibility of such damages (except to the extent that [the successor servicer][Capital One] is liable for the foregoing pursuant to any third party claim against [the successor servicer][Capital One].

Exhibit E-3

725351871 17540267

Exhibit 10.6.5

February 20, 2018

Anthony Renzi
1100 Virginia Drive, Suite 100A
Fort Washington, PA 19034


Re:	Resignation Letter Agreement

Dear Tony:

This letter agreement (the “ Agreement ”) is entered into in connection with your voluntary resignation as Chief Executive Officer and President of Ditech Holding Corporation (fka Walter Investment Management Corp.) (the “ Company ”). Your resignation is effective immediately on the date that you sign this Agreement (the “ Resignation Date ”). This Agreement shall serve as your official resignation from your position as Chief Executive Officer and President of the Company and from all other positions with the Company and its subsidiaries, and your employment with the Company and its subsidiaries shall terminate, in each case effective on the Resignation Date.

The parties shall have the following rights and obligations pursuant to this Agreement:


1.	Employment .


(a)	Last Day . Your last day as an employee of the Company, and in all other positions with the Company and its subsidiaries, is on your Resignation Date.

(b)

Employment Agreement . Except as specifically provided herein, your employment agreement with the Company dated August 8, 2016 (the “ Employment Agreement ”) shall terminate on the Resignation Date. You acknowledge that, other than as provided herein in paragraph 1(c) below, you will not be entitled to any further base salary, bonus or incentive compensation, including without limitation any rights to a long-term incentive award pursuant to Section 4(c) of your Employment Agreement with respect to 2017 or 2018. For the avoidance of doubt, your termination of employment shall not entitle you to any severance payments or benefits from the Company pursuant to Section 7 of your Employment Agreement, nor under any severance plan or policy of the Company.


(c)	Salary Through Resignation Date . You will receive your salary through your Resignation Date.

KERP Agreement . Under the terms your Key Employee Retention Bonus letter agreement with the Company dated September 1, 2017 (the “ KERP Agreement ”), upon your voluntary termination of employment prior to December 31, 2018 you are required to repay to the Company (i) the first installment of $437,500 previously paid to you under the KERP Agreement, and (ii) an additional penalty amount of $437,500. The Company hereby waives its rights to such payments under the KERP Agreement, subject to your timely execution, delivery and non-revocation of the Release of Claims attached hereto as Exhibit A .

Non-Interference Agreement . In connection with entering into this Agreement and for the good and valuable consideration set forth herein, including the waiver of the KERP Agreement repayment obligation under Section 2 hereof, you hereby reaffirm your obligations under the Confidentiality, Non-Interference, and Invention Assignment Agreement with the Company dated August 8, 2016 (the “ Non-Interference Agreement ”), which shall continue in full force and effect in accordance with its terms except as provided below in this paragraph 3. Notwithstanding the foregoing, Section 4 of the Non-Interference Agreement is hereby amended in its entirety to read as follows:

“Section 4. Restrictions on Interfering; Non-Disparagement


(a)	During your employment with the Company and for a period of twelve months following your last day of employment, you will not directly or indirectly, individually or as an officer, director, executive, shareholder (except if you are a shareholder of less than 1% of a publicly traded security), consultant, contractor, partner, joint venturer, agent, equity owner, or in any capacity whatsoever:


(i)	become employed by or perform services as a consultant or contractor to a Listed Entity as defined below in this subparagraph. For purposes of subparagraph (a), “Listed Entity” is defined as and limited to the following nine businesses and entities:

1. Listed Competitive Entities


•	Nationstar Mortgage Holdings Inc.


•	Ocwen Financial Corporation


•	PennyMac Loan Services, LLC


•	PHH Corporation

2. Listed Governmental Entities


•	Federal National Mortgage Association


•	Federal Home Loan Mortgage Association


•	Government National Mortgage Association


•	United States Department of Housing and Urban Development


•	Federal Housing Finance Agency

and solely with respect to Listed Competitive Entities includes their respective subsidiaries and affiliates.

(ii)

encourage, solicit, entice, or induce any employee, contractor or consultant of the Company or its affiliates to terminate his or her employment or service, without the prior written consent of the Company. (General advertisement which is not targeted to the employees, contractors or consultants of the Company or its affiliates shall not, by itself, be deemed to constitute a violation of this Section 4(a)(ii));


(iii)	hire any individual who was employed by the Company or its affiliates within the six (6)-month period prior to the date of such hiring; or

(iv)

as an employee, consultant or contractor of any Listed Entity: encourage, solicit, direct, divert, influence, or induce, any customer, client, broker or correspondent lender to cease doing business with or reduce the amount of business conducted with the Company or its affiliates, or in any way interfere with the relationship between any such customer, client, broker or correspondent lender, on the one hand, and the Company or its affiliates, on the other hand.”

(b)

You agree that at all times following the termination of your employment with the Company, you will not make any disparaging or defamatory comments regarding the Company or its affiliates or their respective current or former directors, officers, or employees in any respect or make any comments concerning any aspect of your relationship with the Company or its affiliates or any conduct or events which precipitated any termination of your employment from the Company or its affiliates. However, your obligations under this Section 4(b) shall not prevent you from testifying or responding truthfully to any request for discovery or testimony in any judicial or quasi-judicial proceeding or any governmental inquiry, investigation or other proceeding.

(c)

The Company agrees that at all times following the termination of your employment with the Company, the Company will instruct its directors and executive officers not to make any disparaging or defamatory comments regarding you in any respect or to make any comments concerning any aspect of the Company’s relationship with you or any conduct or events which precipitated any termination of your employment from the Company or its affiliates. However, the obligations under this Section 4(c) shall not prevent the Company or any of its directors or executive officers from testifying or

responding truthfully to any request for discovery or testimony in any judicial or quasi-judicial proceeding or any governmental inquiry, investigation or other proceeding.


4.	Indemnification . Notwithstanding anything herein to the contrary, the provisions of Section 10 of your Employment Agreement (Indemnification) shall continue in full force and effect in accordance with its terms and shall survive to the extent necessary to give effect to the provisions thereof.

Entire Agreement; Amendment; Assignment . This Agreement sets forth the entire understanding of the Company and you regarding the subject matter hereof and supersedes all prior agreements, understandings and inducements, whether express or implied, oral or written, except as specifically provided herein. No modification or amendment of this Agreement shall be effective without a prior written agreement signed by you and the Company. You may not assign your rights under this Agreement except upon your death. This Agreement shall be binding upon the Company and its successors and assigns.


6.	Governing Law . This Agreement is governed by and is to be construed under the laws of the Commonwealth of Pennsylvania without giving effect to the conflict of law’s provisions thereof. Each party to this Agreement also hereby waives any right to trial by jury in connection with any suit, action, or proceeding under or in connection with this Agreement.



DITECH HOLDING CORPORATION
/s/ Elizabeth Monahan
By: Elizabeth Monahan	ACCEPTED AND AGREED:
Title: Chief HR Officer
	/s/ Anthony Renzi
	By: Anthony Renzi
	2/20/2018

EXHIBIT A

RELEASE OF CLAIMS

As used in this Release of Claims (this “ Release ”), the term “ claims ” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms not otherwise defined herein shall have the meaning set forth in my Resignation Letter Agreement, dated February 20, 2018, and to which this Release is attached as an Exhibit (the “ Resignation Letter ”).

I intend the release contained herein to be a general release of any and all claims to the fullest extent permissible by law.

For and in consideration of the foregoing, and other payments and benefits described in the Resignation Agreement, and other good and valuable consideration (the “ Consideration ”), I, Anthony Renzi, for and on behalf of myself and my heirs, administrators, executors, and assigns, effective the date on which this Release becomes effective pursuant to its terms, do fully and forever release, remise, and discharge the Company and its subsidiaries (collectively, the “ Company Group ”), together with their respective current and former officers, directors, partners, members, shareholders, fiduciaries, employees, representatives, successors, assigns, and agents of the aforementioned (collectively, and with the Company Group, the “ Company Parties ”) from any and all claims, complaints, charges, liabilities, demands, causes of action (whether known or unknown, fixed or contingent) whatsoever up to the date hereof that I had, may have had, or now have against the Company Parties, for or by reason of any matter, cause, or thing whatsoever, including any right or claim arising out of or attributable to my employment or the termination of my employment with the Company or otherwise, whether for (by way of example only) tort, breach of express or implied employment contract, intentional infliction of emotional distress, wrongful termination, unjust dismissal, defamation, libel, slander, claims for personal injury, harm, or other damages (whether intentional or unintentional and whether occurring on the job or not including, without limitation, negligence, misrepresentation, fraud, assault, battery, invasion of privacy, and other such claims) or under any U.S. federal, state, or local law, ordinance, rule, regulation or common law dealing with employment, including, but not limited to, discrimination in employment based on age, race, sex, national origin, handicap, religion, disability, or sexual orientation. This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (“ ADEA ”), Title VII of the Civil Rights Act of 1964, Section 1981 of the Civil Rights Act of 1866, the Americans with Disabilities Act of 1990, the Civil Rights Act of 1991, the Family and Medical Leave Act, the Equal Pay Act, the Older Workers Benefit Protection Act of 1990, the Sarbanes-Oxley Act of 2002, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Employee Retirement Income Security Act of 1974, the Immigration and Reform Control Act, the Uniformed Services Employment and Reemployment Rights Act, the Rehabilitation Act of 1973, the Workers Adjustment and Retraining Notification Act, the Fair Labor Standards Act, and the National Labor Relations Act, each as may be amended from time to time, and all other U.S. federal, state, and local laws, regulations or ordinances, the common law, and any other purported restriction on an employer’s right to terminate the employment of employees.

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Notwithstanding the foregoing, nothing in this Release shall be a waiver of: (i) any claim by me to enforce the terms of this Release or the Resignation Letter; (ii) any claims that cannot be waived by law including, without limitation, any claims filed with any Governmental Entity or claims under the ADEA that arise after the date of this Agreement; (iii) my right of indemnification and D&O coverage by virtue of my service as an officer, whether by agreement, common law, statute or pursuant to the Company’s Certificate of Incorporation, as amended to date; or (iv) any contributions I have made or any vested contributions made by any of the Company Parties to a defined contribution plan sponsored or maintained by a Company Party. While this Release does not prevent me from filing a charge with any Governmental Entity, I agree that I will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on my behalf arising out of the matters released hereby, including but not limited to, any charge filed with the EEOC or any other Governmental Entity that prohibits the waiver of the right to file a charge; provided, however, that nothing herein shall preclude my right to receive an award from a Governmental Entity for information provided under any whistleblower program.

I expressly acknowledge and agree that I


•	Am able to read the language, and understand the meaning, conditions, and effect, of this Release;


•	Understand that this Release effects a release and waiver of any rights I may have under ADEA, as amended by the Older Workers Benefit Protection Act of 1990;


•	Have no physical or mental impairment of any kind that has interfered with my ability to read and understand the meaning of this Release or its terms,

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and that I am not acting under the influence of any medication, drug, or chemical of any type in entering into this Release;


•	Am specifically agreeing to the terms of the release of claims contained in this Release because the Company has agreed to pay me the Consideration, which the Company has agreed to provide because of my agreement to accept it in full settlement of all possible claims I might have or ever had, and because of my execution of this Release;


•	Acknowledge that, but for my execution of this Release, I would not be entitled to the Consideration;


•	Understand that, by entering into this Release, I do not waive rights or claims that may arise after the date I execute this Release;


•	Had or could have twenty-one (21) days following my receipt of this Release (the “ Review Period ”) in which to review and consider this Release, and that if I execute this Release prior to the expiration of the Review Period, I have voluntarily and knowingly waived the remainder of the Review Period;


•	Have not relied upon any representation or statement not set forth in the Resignation Letter or this Release made by the Company or any of its representatives;


•	Was advised to consult with my attorney regarding the terms and effect of this Release prior to executing this Release; and


•	Have signed this Release knowingly and voluntarily and I have not been coerced, intimidated, or threatened into signing this Release.

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Effective Date ”). I acknowledge and agree that if I revoke this Release during the Revocation Period, this Release will be null and void and of no effect, and neither the Company nor any other member of the Company Group will have any obligations to pay me the Consideration.

_/s/ Anthony Renzi_________________________

Anthony Renzi

Date: 2/20/2018

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Exhibit 10.8.4

February 20, 2018

Jeffrey Baker

1100 Virginia Drive

Fort Washington, PA 19034

Dear Jeff:

It is with great pleasure that we confirm our offer for you to serve as the Interim Chief Executive Officer and President of Ditech Holding Corporation ( fka Walter Investment Management Corp.) (the " Company "). This letter (the “ Offer Letter ”) sets forth the basic terms and conditions of your employment. Your appointment will become effective upon your acceptance of the offer and confirmation by the Board of Directors of the Company (the “ Board ”). This Offer Letter replaces and supersedes your prior offer letter with the Company, dated as of May 24, 2017, which shall be of no further force or effect. For the avoidance of doubt, this Offer Letter shall not alter or supersede the terms of your Key Employee Retention Bonus agreement with the Company, dated August 18, 2017.

Position/Reporting: You will be employed in the position of Interim Chief Executive Officer and President of the Company (“ Ditech Interim CEO ”), and will continue to serve as President of Reverse Mortgage Solutions, Inc. (“ RMS President ”), reporting to the Board. In your position, you will perform such duties and have such responsibilities associated with your position under the Company’s Bylaws and as assigned to you by the Board. In connection with your appointment, you will no longer have the title of Chief Operations Officer of the Company.

Transition of Duties : At such time as the Board appoints a permanent Chief Executive Officer and President of the Company (if other than you), you will transition such responsibilities to the new Chief Executive Officer and President. You will continue to serve as RMS President and in such other position(s) as may be mutually agreed by you and the Board, at the same base salary and target annual cash incentive bonus opportunity as set forth herein.

Base Salary: While employed hereunder, you will receive an annual base salary of $420,000 payable at the time and in the manner dictated by the Company's standard payroll policies and practices, subject to applicable tax withholdings.

Signing Bonus: Effective upon the Company’s announcement of your appointment as Ditech Interim CEO, you will be entitled to a signing bonus of $50,000 payable on the Company’s first payroll date following the announcement, subject to applicable tax withholdings.

Performance Bonus: Within 45 days following your appointment hereunder, you will deliver to the Board profitability and cash flow targets and an action plan delineating specific actions to ensure achievement of our 2018 plan as well as a plan to deliver above plan performance (achieve our “stretch plan”). This action plan will outline how the Company will (i) improve servicing based on root cause analysis of customer complaints, (ii) grow the origination capabilities and volumes of the Company, (iii) create a “customer first” culture that promotes retention of the Company’s portfolio, and (iv) significantly reduce the Company’s real estate footprint. The aforementioned targets and action plan will be subject to approval by the Board. You will be eligible for a performance bonus of up to $150,000 following your first 90 days as Ditech Interim CEO, based on (i) the Board’s assessment of your creation of targets and the action plan, and (ii) the Board’s assessment of your progress toward achieving Board-approved profitability and cash flow targets and toward implementing the action plan. The performance bonus will be payable in cash on the Company’s first payroll date following the Board’s determination of the achievement of the performance metrics, subject to applicable tax withholdings. The Board’s determination will be made within 120 days following your appointment as Ditech Interim CEO. Such performance bonus shall also be subject to your continued employment through the payment date of such bonus; provided, however, that if you are terminated without Cause prior to such payment date, any performance bonus amount payable to you following the Board’s determination of the achievement of the performance metrics will be payable on the Company’s first payroll date following such Board determination. For purposes of this paragraph, “Cause” shall mean your (i) conviction of, or plea of guilty or nolo contendere to, a felony arising from any act of fraud, embezzlement or willful dishonesty in relation to the business or affairs of the Company, (ii) conviction of, or plea of guilty or nolo contendere to, any other felony or any other criminal charge which is materially injurious to the Company or its reputation or which compromises your ability to perform your job function and/or act as a representative of the Company, (iii) willful failure to attempt to substantially perform your duties (other than any such failure resulting from your Disability), (iv) material violation of the Company’s written policies relating to sexual harassment or business conduct or of other material policies of the Company, (v) material breach of the terms of this Offer Letter or breach of the Employee Covenants Agreement (defined below), or (vi) failure to materially cooperate with, or impeding an investigation authorized by, the Board. For purposes of this definition, no act or failure to act on your part shall be considered to constitute Cause if done, or omitted to be done, by you in good faith and with the reasonable belief that the action or omission was in the best interests of, or was not, in fact, materially detrimental to, the Company. For purposes of the preceding sentence, “Disability” shall mean (i) your inability or failure to perform your duties hereunder for a period of ninety (90) consecutive days, or a total of one hundred twenty (120) non-consecutive days during any twelve (12)-month period due to any physical or mental illness or impairment, or (ii) a determination by a medical doctor chosen by the Company to the effect that your are substantially unable to perform your duties hereunder due to any physical or mental illness or impairment.

Annual Bonus: While employed hereunder, you will be eligible for an annual cash incentive bonus opportunity under the Company’s annual cash incentive plan as in effect from time to time (“ Bonus Plan ”). The annual cash incentive bonus will be based on Company performance and other objectives established under the Bonus Plan by the Board. You will be eligible to earn a target annual cash incentive bonus of $550,000 for 2018 under the Bonus Plan, depending on satisfaction of the objectives established for the calendar year, as determined by the Board. Pursuant to the Bonus Plan, you must be employed as of the date that bonuses are paid in the ordinary course of business in order to be eligible for payment.

Long-Term Incentive Plan: You will be entitled to participate in the Company’s long-term incentive plan in a manner and at the level determined by the Board, beginning with the 2018 grant cycle at the same time as with other senior executives of the Company. The terms and conditions of any long-term incentive award you receive shall be determined by the Board in its discretion and shall be set forth in an award agreement

issued under the long-term incentive plan. The 2018 grant cycle long-term incentive grant will be at a level appropriate for the position of RMS President, as determined by the Board in good faith after taking into account 2018 grant cycle long-term incentive grants made to (or anticipated to be made to) similarly situated Company executives and benchmarking and other data provided by the Board’s compensation consultant and the Company’s human resources department. If you do not execute an award or similar agreement relating to a 2018 grant cycle long-term incentive award, Section 4(a) of the Employee Covenants Agreement (non-competition) shall be terminated and shall be of no further force or effect.

Primary Work Location: It is agreed and understood that in order to perform the functions of your position as Ditech Interim CEO you will generally be required to work primarily out of the Company’s Fort Washington, Pennsylvania office. You will commute to Fort Washington or other Company offices and be present during normal business hours each week (and otherwise as business needs require), subject to business travel, as required, and vacation time under Company policies. You shall be reimbursed for reasonable travel, accommodations and meals on a per diem basis in accordance with Company policy, and consistent with your previously approved travel protocol.

Indemnification: As an officer of the Company, you will be entitled to indemnification consistent with the Company’s Articles of Amendment and Restatement (as amended) and Bylaws (as amended) and applicable law, and will be entitled to coverage under the Company’s D&O insurance policies as in effect from time to time.

At-Will Employment: You will be employed at will, which means that either you or the Company can elect to terminate the employment relationship at any time, for any or no reason; provided , however , that you will be required to provide the Company at least thirty days’ prior written notice of your termination of employment. Notwithstanding the foregoing, the Company may, in its sole and absolute discretion, by written notice to you, accelerate such date of termination. All base salary, benefits and other compensation will end upon the termination of your employment except as required by applicable law.

This Offer Letter replaces any previous oral or written representations about this job offer and is to be interpreted and governed by the laws of the Commonwealth of Pennsylvania.

This Offer Letter may be signed in counterparts, each of which, along with any facsimile or scanned email versions, will be deemed an original.

If you accept this offer, please sign and return this Offer Letter to me.

Sincerely,

Ditech Holding Corporation

_/s/ Elizabeth Monahan_____________

By: Elizabeth Monahan

Title: Chief HR Officer

ACKNOWLEDGMENT

I hereby agree to employment on the terms and conditions set forth in this Offer Letter.

Dated: __2/20/2018________

_/s/ Jeffrey Baker___________________

Jeffrey Baker

CONFIDENTIALITY, NON-INTERFERENCE, AND INVENTION
ASSIGNMENT AGREEMENT

This CONFIDENTIALITY, NON-INTERFERENCE, AND INVENTION ASSIGNMENT AGREEMENT (this “ Agreement ”) is made and entered into as of this 20th day of February 2018, by and between Ditech Holding Corporation ( fka Walter Investment Management Corp.), a Maryland corporation (the “ Company ”), on behalf of itself and any subsidiaries and affiliates thereof (collectively, “the Company”) and Jeffrey Baker (“ Executive ”).

In consideration of the Offer Letter, dated as of the date hereof, between the Company and Executive, and promotion of Executive to Interim Chief Executive Officer and President of the Company, and Executive’s receipt of the compensation now and hereafter paid to Executive by the Company, the receipt and sufficiency of which are mutually acknowledged, the Company and Executive agree as follows:

Section 1. Confidential Information .

A-1

Section 2. Developments .

A-2

Section 3. Returning Company Documents .

Section 4. Restrictions on Interfering .

(a) Non-Competition . During the Employment Period and the Post-Termination Restricted Period, Executive shall not, directly or indirectly, individually or on behalf of any Person, whether for compensation or otherwise, engage in any Competitive Activities within the United States of America or any other jurisdiction in which the Company engages in business or derives a material portion of its revenues, or where the Company has existing plans to commence business activities. The parties agree that the Company’s competitors as of the date of this Agreement include, among others, the businesses and entities listed on Appendix A , and each of their respective subsidiaries, affiliates, successors and agencies, as applicable. The Company reserves the right to update Appendix A on no more than an annual basis, in its sole discretion.

(d) Definitions . For purposes of this Agreement:

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business, and any other business activity that is competitive with the then current or existing plans for developing business activities of the Company. Competitive Activities does not include purchasing or owning less than one percent (1%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and Executive is not a controlling person of, or a member of a group that controls, such corporation.

(iii) “ Employment Period ” shall mean the period of Executive’s employment with the Company.

(iv) “ Interfering Activities ” shall mean, directly or indirectly, (A) soliciting, encouraging, enticing, causing, or inducing, or in any manner attempting to solicit, encourage, entice, cause, or induce, any Person employed by, or providing consulting services to, the Company to terminate such Person’s employment or services (or in the case of a consultant, materially reducing such services) with the Company, without the prior written consent of the Company (B) soliciting, encouraging, calling upon, directing, diverting, influencing, or inducing, or in any manner attempting to solicit, encourage, call upon, direct, divert, influence, or induce, any Business Relation to cease doing business with or reduce the amount of business conducted with the Company, or in any way interfering with the relationship between any such Business Relation and the Company; or (C) on behalf of or in association with any Person, accepting business from a Business Relation.

Section 5. Reasonableness of Restrictions .

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Section 6. Independence; Severability; Blue Pencil .

Section 7. Remedies .

Section 8. Cooperation .

Following any termination of Executive’s employment, Executive will continue to provide reasonable cooperation to the Company and its counsel in connection with any investigation, administrative proceeding, or litigation relating to any matter that occurred during Executive’s employment in which Executive was involved or of which Executive has knowledge. As a condition of such cooperation, the Company shall reimburse Executive for time and reasonable out-of-pocket expenses incurred at the request of the Company with respect to Executive’s compliance with this Section 8. In the event Executive is subpoenaed by any person or entity (including, but not limited to, any Government Entity) to give testimony or provide documents (in a deposition, court proceeding, or otherwise), that in any way relates to Executive’s employment by the Company, Executive will give prompt notice of such subpoena to the Company and will make no disclosure until the Company has had a reasonable opportunity to contest the right of the requesting person or entity to such disclosure. Nothing in this Section 8 shall limit Executive’s right to make Permitted Disclosures as provided in Section 1(c).

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Section 9. General Provisions .

(a) GOVERNING LAW; WAIVER OF JURY TRIAL . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS, AND TO APPLICABLE FEDERAL LAW. EACH PARTY TO THIS AGREEMENT ALSO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

(c) Successors and Assigns . This Agreement will be binding upon Executive’s executors, administrators, and other legal representatives and will be for the benefit of the Company, its successors, and its assigns. This Agreement may be assigned by the Company without Executive’s consent to any subsidiary or affiliate of the Company as well as to any purchaser of all or substantially all of the assets or business of the Company, whether by purchase, merger, or other similar corporate transaction. Executive’s obligations under this Agreement may not be delegated, and Executive may not assign or otherwise transfer this Agreement or any part hereof. Any purported assignment by Executive shall be null and void from the initial date of purported assignment. This Agreement is for the sole benefit of the Company and the Executive and their respective successors and permitted assigns and not for the benefit of, or enforceable by, any third party.

(f) Section Headings . Section and subsection headings are inserted for convenience only and shall not limit, expand, or alter the meaning or interpretation of this Agreement.

(g) Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same instrument. Delivery of an executed counterparts signature page of this Agreement, by facsimile or electronic mail in portable document format (.pdf), has the same effect as delivery of an executed original of this Agreement.

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The undersigned have executed this Agreement on the date in the preamble hereto.

DITECH HOLDING CORPORATION

/s/ Elizabeth Monahan
By: Elizabeth Monahan
Title: Chief HR Officer

EXECUTIVE

/s/ Jeffrey Baker_________________
Jeffrey Baker

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APPENDIX A

List of Competing Businesses and Entities


•	AmeriHome Mortgage Company, LLC


•	Bayview Loan Servicing, LLC


•	Caliber Home Loans, Inc.


•	Cenlar Capital Corporation


•	Fairway Independent Mortgage Corporation


•	Finance of America Holdings LLC


•	Franklin American Mortgage Company


•	Freedom Mortgage Corporation


•	Guaranteed Rate, Inc.


•	Guild Mortgage Company


•	HomeBridge Financial Services, Inc.


•	LoanCare, LLC


•	loanDepot.com, LLC


•	Movement Mortgage, LLC


•	Nationstar Mortgage Holdings Inc.


•	New Residential Investment Corp.


•	Ocwen Financial Corporation


•	PennyMac Loan Services, LLC


•	PHH Corporation


•	PlainsCapital Corportion/PrimeLending


•	Quicken Loans, Inc.


•	Select Portfolio Servicing, Inc.


•	Stearns Lending, LLC


•	United Wholesale Mortgage / United Shore Financial Services LLC


•	Federal National Mortgage Association


•	Federal Home Loan Mortgage Association


•	Governmental National Mortgage Association


•	United States Department of Housing and Urban Development


•	Federal Housing Finance Agency

The following would be limited to only the residential real estate mortgage servicing or originations business activities being conducted by such companies, if any:


•	Apollo Global Management, LLC


•	Fortress Investment Group LLC


•	KKR & Co. L.P.


•	Stone Point Capital LLC


•	The Blackstone Group L.P

A-8

Exhibit 10.12.3

DITECH HOLDING CORPORATION

2018 EQUITY INCENTIVE PLAN

1. Purpose .

The purpose of the Ditech Holding Corporation 2018 Equity Incentive Plan is to further align the interests of eligible participants with those of the Company’s stockholders by providing incentive compensation opportunities tied to the performance of the Company and its Common Stock. The Plan is intended to advance the interests of the Company and increase stockholder value by attracting, retaining and motivating key personnel upon whose judgment, initiative and effort the successful conduct of the Company’s business is largely dependent.

2. Definitions . Capitalized terms used and not otherwise defined herein shall have the meanings set forth below:

“ Award ” means an award of a Stock Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit or Stock Award granted under the Plan.

“ Award Agreement ” means a notice or an agreement entered into between the Company and a Participant setting forth the terms and conditions of an Award granted to a Participant as provided in Section 14.2 hereof.

“ Beneficial Owner ” shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act.

“ Board ” means the Board of Directors of the Company.

“ Cause ” shall have the meaning set forth in Section 12.2 hereof.

“ Change of Control ” shall have the meaning set forth in Section 11.2 hereof.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Committee ” means the Compensation and Human Resources Committee of the Board, unless the Board shall designate the “Committee” to mean (i) such other committee of the Board appointed to administer the Plan or (ii) the full Board.

“ Common Stock ” means the Company’s common stock, par value $0.01 per share.

“ Company ” means Ditech Holding Corporation, a Maryland corporation or any successor thereto.

“ Date of Grant ” means the date on which an Award under the Plan is granted by the Committee or such later date as the Committee may specify to be the effective date of an Award.

“ Disability ” means, unless otherwise provided by the Committee and set forth in an Award Agreement, the failure or inability of the Participant to perform duties with the Company or any of its Subsidiaries or affiliates for a period of at least 180 consecutive days (or 180 days during any twelve (12) month period) by reason of any physical or mental condition, as determined in good faith by the Committee in its sole discretion. Notwithstanding the foregoing, in any case in which a benefit that constitutes or includes “nonqualified deferred compensation” subject to Section 409A would be payable by reason of Disability, the term “Disability” will mean a disability described in Treasury Regulations Section 1.409A-3(i)(4)(i)(A).

“ Effective Date ” shall have the meaning set forth in Section 15.1 hereof.

“ Eligible Person ” means any person who is an officer, employee, Non-Employee Director, or any natural person who is a consultant or advisor of the Company or any of its Subsidiaries.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.

“ Fair Market Value ” means, as applied to a specific date, the price of a share of Common Stock that is based on the opening, closing, actual, high, low or average selling prices of a share of Common Stock reported on any established stock exchange or national market system including without limitation the New York Stock Exchange and the National Market System of the National Association of Securities Dealers, Inc. Automated Quotation System on the applicable date, the preceding trading day, the next succeeding trading day, or an average of trading days, as determined by the Committee in its discretion. Unless the Committee determines otherwise or unless otherwise specified in an Award Agreement, Fair Market Value shall be deemed to be equal to the closing price of a share of Common Stock on the most recent date on which shares of Common Stock were publicly traded. Notwithstanding the foregoing, if the Common Stock is not traded on any established stock exchange or national market system, the Fair Market Value means the price of a share of Common Stock as established by the Committee acting in good faith based on a reasonable valuation method that is consistent with the requirements of Section 409A of the Code and the regulations thereunder.

“ Incentive Stock Option ” means a Stock Option granted under Section 6 hereof that is intended to meet the requirements of Section 422 of the Code and the regulations thereunder.

“ Non-Employee Director ” means a member of the Board who is not an employee of the Company or any of its Subsidiaries.

“ Nonqualified Stock Option ” means a Stock Option granted under Section 6 hereof that is not an Incentive Stock Option.

“ Participant ” means any Eligible Person who holds an outstanding Award under the Plan.

“ Plan ” means the Ditech Holding Corporation 2018 Equity Incentive Plan as set forth herein, effective as of the Effective Date and as may be amended from time to time as provided herein, and includes any sub-plan or appendix that may be created and approved by the Board to allow Eligible Persons of Subsidiaries to participate in the Plan.

“ Restricted Stock Award ” means a grant of shares of Common Stock to an Eligible Person under Section 8 hereof that are issued subject to such vesting and transfer restrictions as the Committee shall determine, and such other conditions, as are set forth in the Plan and the applicable Award Agreement.

“ Restricted Stock Unit ” means a contractual right granted to an Eligible Person under Section 9 hereof representing notional unit interests equal in value to a share of Common Stock to be paid or distributed at such times, and subject to such conditions, as set forth in the Plan and the applicable Award Agreement.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.

“ Service ” means a Participant’s employment with the Company or any Subsidiary or a Participant’s service as a Non-Employee Director, consultant or other service provider with the Company or any Subsidiary, as applicable.

“ Stock Appreciation Right ” means a contractual right granted to an Eligible Person under Section 7 hereof entitling such Eligible Person to receive a payment, representing the excess of the Fair Market Value of a share of Common Stock over the base price per share of the right, at such time, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.

“ Stock Awards ” means a grant of shares of Common Stock to an Eligible Person under Section 10 hereof.

“ Stock Option ” means a contractual right granted to an Eligible Person under Section 6 hereof to purchase shares of Common Stock at such time and price, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.

“ Subsidiary ” means an entity (whether or not a corporation) that is wholly or majority owned or controlled, directly or indirectly, by the Company or any other affiliate of the Company that is so designated, from time to time, by the Committee, during the period of such affiliated status; provided , however , that with respect to Incentive Stock Options, the term “Subsidiary” shall include only an entity that qualifies under Section 424(f) of the Code as a “subsidiary corporation” with respect to the Company.

“ Treasury Regulations ” means regulations promulgated by the United States Treasury Department.

3. Administration .

3.1 Committee Members . The Plan shall be administered by a Committee comprised of no fewer than two members of the Board who are appointed by the Board. To the extent deemed necessary by the Board, each Committee member shall satisfy the requirements for (i) an “independent director” under rules adopted by the New York Stock Exchange or other principal exchange on which the Common Stock is then listed and (ii) a “nonemployee director” within the meaning of Rule 16b-3 under the Exchange Act. Notwithstanding the foregoing, the mere fact that a Committee member shall fail to qualify under any of the foregoing requirements shall not invalidate any Award made by the Committee which Award is otherwise validly made under the Plan. Neither the Company nor any member of the Committee shall be liable for any action or determination made in good faith by the Committee with respect to the Plan or any Award thereunder.

3.2 Committee Authority . The Committee shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to (i) determine the Eligible Persons to whom Awards shall be granted under the Plan, (ii) prescribe the restrictions, terms and conditions of all Awards, (iii) interpret the Plan and terms of the Awards, (iv) adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and interpret, amend or revoke any such rules, (v) make all determinations with respect to a Participant’s Service and the termination of such Service for purposes of any Award, (vi) correct any defect(s) or omission(s) or reconcile any ambiguity(ies) or inconsistency(ies) in the Plan or any Award thereunder, (vii) make all determinations it deems advisable for the administration of the Plan, (viii) decide all disputes arising in connection with the Plan and to otherwise supervise the administration of the Plan, (ix) subject to the terms of the Plan, amend the terms of an Award in any manner that is not inconsistent with the Plan, (x) accelerate the vesting or, to the extent applicable, exercisability of any Award at any time (including, but not limited to, upon a Change of Control or upon termination of Service under certain circumstances, as set forth in the Award Agreement or otherwise), and (xi) adopt such procedures, modifications or subplans as are necessary or appropriate to permit participation in the Plan by Eligible Persons who are foreign nationals or employed outside of the United States. The Committee’s determinations under the Plan need not be uniform and may be made by the Committee selectively among Participants and Eligible Persons, whether or not such persons are similarly situated. The Committee shall, in its discretion, consider such factors as it deems relevant in making its interpretations, determinations and actions under the Plan including, without limitation, the recommendations or advice of any officer or employee of the Company or such attorneys, consultants, accountants or other advisors as it may select. All interpretations, determinations, and actions by the Committee shall be final, conclusive, and binding upon all parties.

3.3 Delegation of Authority . The Committee shall have the right, from time to time, to delegate to one or more officers of the Company the authority of the Committee to grant and determine the terms and conditions of Awards granted under the Plan, subject to applicable state law (or any successor provision) or such other limitations as the Committee shall determine. Any such delegation of authority shall be evidenced by written consent, resolution adopted at a

duly held meeting of the Committee, or otherwise in writing, and shall specify the total number of shares of Common Stock that may be granted pursuant to such delegation and any other terms necessary to be specified under applicable state law. Such officers shall report periodically to the Committee regarding the nature and scope of the Awards granted pursuant to the delegated authority. In no event shall any such delegation of authority be permitted with respect to Awards granted to any member of the Board or to any Eligible Person who is subject to Rule 16b-3 under the Exchange Act. The Committee shall also be permitted to delegate, to any appropriate officer or employee of the Company, responsibility for performing certain ministerial functions under the Plan. In the event that the Committee’s authority is delegated to officers or employees in accordance with the foregoing, all provisions of the Plan relating to the Committee shall be interpreted in a manner consistent with the foregoing by treating any such reference as a reference to such officer or employee for such purpose. Any action undertaken in accordance with the Committee’s delegation of authority hereunder shall have the same force and effect as if such action was undertaken directly by the Committee and shall be deemed for all purposes of the Plan to have been taken by the Committee.

4. Shares Subject to the Plan .

4.1 Number of Shares Reserved . Subject to adjustment as provided in Section 4.5 hereof, the total number of shares of Common Stock that are authorized and reserved for issuance under the Plan (the “ Share Reserve ”) shall equal 3,193,750 and the total number of shares of Common Stock available for issuance as Incentive Stock Options shall be 3,193,750. Each share of Common Stock subject to an Award shall reduce the Share Reserve by one share; provided , however , that Awards that are required to be paid in cash pursuant to their terms shall not reduce the Share Reserve. Any shares of Common Stock delivered under the Plan shall consist of authorized and unissued shares.

4.2 Share Replenishment . To the extent that an Award granted under this Plan is canceled, expired, forfeited, or otherwise terminated without delivery of the shares of Common Stock or payment of consideration to the Participant under the Plan, the shares of Common Stock retained by or returned to the Company will (i) not be deemed to have been delivered under the Plan, as applicable, (ii) be available for future Awards under the Plan, and (iii) increase the Share Reserve by one share for each share that is retained by or returned to the Company. Notwithstanding the foregoing, shares of Common Stock that are (a) withheld from an Award in payment of the exercise or purchase price or taxes relating to such an Award or (b) not issued or delivered as a result of the net settlement of an outstanding Stock Option or Stock Appreciation Right under the Plan, as applicable, shall be deemed to constitute delivered shares of Common Stock and will not be available for future Awards under the Plan.

4.3 Individual Award Limit . The maximum number of shares of Common Stock that may be subject to Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units and Stock Awards granted to any Eligible Person other than a Non-Employee Director during any calendar year shall be limited to 500,000 shares of Common Stock for all such Award types in the aggregate (subject to adjustment as provided in Section 4.5 hereof).

4.4 Non-Employee Director Limits . The maximum number of shares of Common Stock that may be subject to Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units and Stock Awards granted to any Non-Employee Director during any calendar year shall be limited to 200,000 shares of Common Stock for all such Award types in the aggregate (subject to adjustment as provided in Section 4.5 hereof). Without limitation of the foregoing, the aggregate value of all compensation paid or provided to a non-employee director during any calendar year shall not exceed $500,000, and for purposes of determining such aggregate value, compensation in the form of Awards shall be valued at the aggregate grant date fair value (as determined for financial reporting purposes).

4.5 Adjustments . If there shall occur any change with respect to the outstanding shares of Common Stock by reason of any recapitalization, reclassification, stock dividend, extraordinary dividend, stock split, reverse stock split or other distribution with respect to the shares of Common Stock or any merger, reorganization, consolidation, combination, spin-off, stock purchase or other similar corporate change or any other change affecting the Common Stock (other than regular cash dividends to stockholders of the Company), the Committee shall, in the manner and to the extent it considers appropriate and equitable to the Participants and consistent with the terms of the Plan, cause an adjustment to be made to (i) the maximum number and kind of shares of Common Stock provided in Sections 4.1, 4.3 and 4.4 hereof (including the maximum number of shares of Common Stock that may become payable to a Participant provided in Sections 4.3 and 4.4 hereof), (ii) the number and kind of shares of Common Stock, units or other rights subject to then outstanding Awards, (iii) the exercise or base price for each share or unit or other right subject to then outstanding Awards, (iv) other value determinations applicable to the Plan and/or outstanding Awards, and (v) any other terms of an Award that are affected by the event. Notwithstanding the foregoing, (a) any such adjustments shall, to the extent necessary, be made in a manner consistent with the requirements of Section 409A of the Code and (b) in the case of Incentive Stock Options, any such adjustments shall, to the extent practicable, be made in a manner consistent with the requirements of Section 424(a) of the Code.

5. Eligibility and Awards .

5.1 Designation of Participants . Any Eligible Person may be selected by the Committee to receive an Award and become a Participant. The Committee has the authority, in its discretion, to determine and designate from time to time those Eligible Persons who are to be granted Awards, the types of Awards to be granted, the number of shares of Common Stock or units subject to Awards to be granted and the terms and conditions of such Awards consistent with the terms of the Plan. In selecting Eligible Persons to be Participants, and in determining the type and amount of Awards to be granted under the Plan, the Committee shall consider any and all factors that it deems relevant or appropriate. Designation of a Participant in any year shall not require the Committee to designate such person to receive an Award in any other year or, once designated, to receive the same type or amount of Award as granted to such Participant in any other year.

5.2 Determination of Awards . The Committee shall determine the terms and conditions of all Awards granted to Participants in accordance with its authority under Section 3.2 hereof. An Award may consist of one type of right or benefit hereunder or of two or more such rights or benefits granted in tandem.

5.3 Award Agreements . Each Award granted to an Eligible Person shall be represented by an Award Agreement. The terms of all Awards under the Plan, as determined by the Committee, will be set forth in each individual Award Agreements as described in Section 14.2 hereof.

6. Stock Options .

6.1 Grant of Stock Options . A Stock Option may be granted to any Eligible Person selected by the Committee, except that an Incentive Stock Option may only be granted to an Eligible Person satisfying the conditions of Section 6.7(a) hereof. Each Stock Option shall be designated on the Date of Grant, in the discretion of the Committee, as an Incentive Stock Option or as a Nonqualified Stock Option. All Stock Options granted under the Plan are intended to comply with or be exempt from the requirements of Section 409A of the Code, to the extent applicable.

6.2 Exercise Price . The exercise price per share of a Stock Option shall not be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the Date of Grant. The Committee may in its discretion specify an exercise price per share that is higher than the Fair Market Value of a share of Common Stock on the Date of Grant.

6.3 Vesting of Stock Options . The Committee shall, in its discretion, prescribe in an award agreement the time or times at which or the conditions upon which, a Stock Option or portion thereof shall become vested and/or exercisable. The requirements for vesting and exercisability of a Stock Option may be based on the continued Service of the Participant with the Company or a Subsidiary for a specified time period (or periods), on the attainment of a specified performance goal(s) and/or on such other terms and conditions as approved by the Committee in its discretion. If the vesting requirements of a Stock Option are not satisfied, the Award shall be forfeited.

6.4 Term of Stock Options . The Committee shall in its discretion prescribe in an Award Agreement the period during which a vested Stock Option may be exercised; provided , however , that the maximum term of a Stock Option shall be ten (10) years from the Date of Grant. The Committee may provide that a Stock Option will cease to be exercisable upon or at the end of a specified time period following a termination of Service for any reason as set forth in the Award Agreement or otherwise. A Stock Option may be earlier terminated as specified by the Committee and set forth in an Award Agreement upon or following the termination of a Participant’s Service with the Company or any Subsidiary, including by reason of voluntary resignation, death, Disability, termination for Cause or any other reason. Subject to Section 409A of the Code and the provisions of this Section 6, the Committee may extend at any time the period in which a Stock Option may be exercised.

6.5 Stock Option Exercise; Tax Withholding . Subject to such terms and conditions as specified in an Award Agreement, a Stock Option may be exercised in whole or in part at any time during the term thereof by notice in the form required by the Company, together with payment of the aggregate exercise price and applicable withholding tax. Payment of the exercise price may be made: (i) in cash or by cash equivalent acceptable to the Committee, or, (ii) to the extent permitted by the Committee in its sole discretion in an Award Agreement or otherwise (A) in shares of Common Stock valued at the Fair Market Value of such shares on the date of exercise, (B) through an open-market, broker-assisted sales transaction pursuant to which the Company is promptly delivered the amount of proceeds necessary to satisfy the exercise price, (C) by reducing the number of shares of Common Stock otherwise deliverable upon the exercise of the Stock Option by the number of shares of Common Stock having a Fair Market Value on the date of exercise equal to the exercise price, (D) by a combination of the methods described above or (E) by such other method as may be approved by the Committee and set forth in the Award Agreement. In accordance with Section 14.11 hereof, and in addition to and at the time of payment of the exercise price, the Participant shall pay to the Company the full amount of any and all applicable income tax, employment tax and other amounts required to be withheld in connection with such exercise, payable under such of the methods described above for the payment of the exercise price as may be approved by the Committee and set forth in the Award Agreement.

6.6 Limited Transferability of Nonqualified Stock Options . All Stock Options shall be nontransferable except (i) upon the Participant's death, in accordance with Section 14.3 hereof or (ii) in the case of Nonqualified Stock Options only, for the transfer of all or part of the Stock Option to a Participant’s “family member” (as defined for purposes of the Form S-8 registration statement under the Securities Act), or as otherwise permitted by the Committee, in each case as may be approved by the Committee in its discretion at the time of proposed transfer. The transfer of a Nonqualified Stock Option may be subject to such terms and conditions as the Committee may in its discretion impose from time to time. Subsequent transfers of a Nonqualified Stock Option shall be prohibited other than in accordance with Section 14.3 hereof.

6.7 Additional Rules for Incentive Stock Options .

(a) Eligibility . An Incentive Stock Option may only be granted to an Eligible Person who is considered an employee for purposes of Treasury Regulation Section 1.421-1(h) with respect to the Company or any Subsidiary that qualifies as a “subsidiary corporation” with respect to the Company for purposes of Section 424(f) of the Code.

(b) Annual Limits . No Incentive Stock Option shall be granted to a Participant as a result of which the aggregate Fair Market Value (determined as of the Date of Grant) of the Common Stock with respect to which incentive stock options under Section 422 of the Code are exercisable for the first time in any calendar year under the Plan and any other stock option plans of the Company or any Subsidiary or parent corporation, would exceed $100,000, determined in accordance with Section 422(d) of the Code. This limitation shall be applied by taking Stock Options into account in the order in which granted. Any Stock Option grant that exceeds such limit shall be treated as a Nonqualified Stock Option.

(c) Additional Limitations . In the case of any Incentive Stock Option granted to an Eligible Person who owns, either directly or indirectly (taking into account the attribution rules contained in Section 424(d) of the Code), stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Subsidiary, the exercise price shall not be less than one hundred ten percent (110%) of the Fair Market Value of a share of Common Stock on the Date of Grant and the maximum term shall be five (5) years.

(d) Termination of Service . An Award of an Incentive Stock Option may provide that such Stock Option may be exercised not later than (i) three (3) months following termination of Service of the Participant with the Company and all Subsidiaries (other than as set forth in clause (ii) of this Section 6.7(d)) or (ii) one year following termination of Service of the Participant with the Company and all Subsidiaries due to death or permanent and total disability within the meaning of Section 22(e)(3) of the Code, in each case as and to the extent determined by the Committee to comply with the requirements of Section 422 of the Code.

(e) Other Terms and Conditions; Nontransferability . Any Incentive Stock Option granted hereunder shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as are deemed necessary or desirable by the Committee, which terms, together with the terms of the Plan, shall be intended and interpreted to cause such Incentive Stock Option to qualify as an “incentive stock option” under Section 422 of the Code. A Stock Option that is granted as an Incentive Stock Option shall, to the extent it fails to qualify as an “incentive stock option” under the Code, be treated as a Nonqualified Stock Option. An Incentive Stock Option shall by its terms be nontransferable other than by will or by the laws of descent and distribution, and shall be exercisable during the lifetime of a Participant only by such Participant.

(f) Disqualifying Dispositions . If shares of Common Stock acquired by exercise of an Incentive Stock Option are disposed of within two years following the Date of Grant or one year following the transfer of such shares to the Participant upon exercise, the Participant shall, promptly following such disposition, notify the Company in writing of the date and terms of such disposition and provide such other information regarding the disposition as the Company may reasonably require.

6.8 Repricing Prohibited. Subject to the anti-dilution adjustment provisions contained in Section 4.5 hereof, without the prior approval of the Company’s stockholders, neither the Committee nor the Board shall cancel a Stock Option when the exercise price per share exceeds the Fair Market Value of one share of Common Stock in exchange for cash or another Award (other than in connection with a Change of Control) or cause the cancellation, substitution or amendment of a Stock Option that would have the effect of reducing the exercise price of such a Stock Option previously granted under the Plan or otherwise approve any modification to such a Stock Option, that would be treated as a “repricing” under the then applicable rules, regulations or listing requirements adopted by the New York Stock Exchange or other principal exchange on which the Common Stock is then listed.

6.9 Dividend Equivalent Rights. Dividends may not be paid with respect to Stock Options. Dividend equivalent rights shall be granted with respect to the shares of Common

Stock subject to Stock Options to the extent permitted by the Committee and set forth in the Award Agreement.

6.10 No Rights as Stockholder . The Participant shall not have any rights as a stockholder with respect to the shares underlying a Stock Option until such time as shares or Common Stock are delivered to the Participant pursuant to the terms of the Award Agreement.

7. Stock Appreciation Rights .

7.1 Grant of Stock Appreciation Rights . Stock Appreciation Rights may be granted to any Eligible Person selected by the Committee. Stock Appreciation Rights may be granted on a basis that allows for the exercise of the right by the Participant or that provides for the automatic payment of the right upon a specified date or event. Stock Appreciation Rights shall be non-transferable, except as provided in Section 14.3 hereof. All Stock Appreciation Rights granted under the Plan are intended to comply with or otherwise be exempt from the requirements of Section 409A of the Code, to the extent applicable.

7.2 Stand-Alone and Tandem Stock Appreciation Rights . A Stock Appreciation Right may be granted without any related Stock Option, or may be granted in tandem with a Stock Option, either on the Date of Grant or at any time thereafter during the term of the Stock Option. The Committee shall in its discretion provide in an Award Agreement the time or times at which or the conditions upon which, a Stock Appreciation Right or portion thereof shall become vested and/or exercisable. The requirements for vesting and exercisability of a Stock Appreciation Right may be based on the continued Service of a Participant with the Company or a Subsidiary for a specified time period (or periods), on the attainment of a specified performance goal(s) and/or on such other terms and conditions as approved by the Committee in its discretion. If the vesting requirements of a Stock Appreciation Right are not satisfied, the Award shall be forfeited. A Stock Appreciation Right will be exercisable or payable at such time or times as determined by the Committee; provided , however , that the maximum term of a Stock Appreciation Right shall be ten (10) years from the Date of Grant. The Committee may provide that a Stock Appreciation Right will cease to be exercisable upon or at the end of a period following a termination of Service for any reason. The base price of a Stock Appreciation Right granted without any related Stock Option shall be determined by the Committee in its discretion; provided , however , that the base price per share of any such stand-alone Stock Appreciation Right shall not be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the Date of Grant.

7.3 Payment of Stock Appreciation Rights . A Stock Appreciation Right will entitle the holder, upon exercise or other payment of the Stock Appreciation Right, as applicable, to receive an amount determined by multiplying: (i) the excess of the Fair Market Value of a share of Common Stock on the date of exercise or payment of the Stock Appreciation Right over the base price of such Stock Appreciation Right, by (ii) the number of shares as to which such Stock Appreciation Right is exercised or paid. Payment of the amount determined under the foregoing may be made, as approved by the Committee and set forth in the Award Agreement, in shares of Common Stock valued at their Fair Market Value on the date of exercise or payment, in cash or

in a combination of shares of Common Stock and cash, subject to applicable tax withholding requirements.

7.4 Repricing Prohibited . Subject to the anti-dilution adjustment provisions contained in Section 4.5 hereof, without the prior approval of the Company’s stockholders, neither the Committee nor the Board shall cancel a Stock Appreciation Right when the base price per share exceeds the Fair Market Value of one share of Common Stock in exchange for cash or another Award (other than in connection with a Change of Control) or cause the cancellation, substitution or amendment of a Stock Appreciation Right that would have the effect of reducing the base price of such a Stock Appreciation Right previously granted under the Plan or otherwise approve any modification to such Stock Appreciation Right that would be treated as a “repricing” under the then applicable rules, regulations or listing requirements adopted by the New York Stock Exchange or other principal exchange on which the Common Stock is then listed.

7.5 Dividend Equivalent Rights. Dividends shall not be paid with respect to Stock Appreciation Rights. Dividend equivalent rights may be granted with respect to the shares of Common Stock subject to Stock Appreciation Rights to the extent permitted by the Committee and set forth in the Award Agreement.

8. Restricted Stock Awards .

8.1 Grant of Restricted Stock Awards . A Restricted Stock Award may be granted to any Eligible Person selected by the Committee. The Committee may require the payment by the Participant of a specified purchase price in connection with any Restricted Stock Award.

8.2 Vesting Requirements . The restrictions imposed on shares granted under a Restricted Stock Award shall lapse in accordance with the vesting requirements specified by the Committee in the Award Agreement. The requirements for vesting of a Restricted Stock Award may be based on the continued Service of the Participant with the Company or a Subsidiary for a specified time period (or periods), on the attainment of a specified performance goal(s) and/or on such other terms and conditions as approved by the Committee in its discretion. If the vesting requirements of a Restricted Stock Award are not satisfied, the Award shall be forfeited and the shares of Common Stock subject to the Award shall be returned to the Company.

8.3 Transfer Restrictions . Shares granted under any Restricted Stock Award may not be transferred, assigned or subject to any encumbrance, pledge or charge until all applicable restrictions are removed or have expired, except as provided in Section 14.3 hereof. Failure to satisfy any applicable restrictions shall result in the subject shares of the Restricted Stock Award being forfeited and returned to the Company. The Committee may require in an Award Agreement that certificates (if any) representing the shares granted under a Restricted Stock Award bear a legend making appropriate reference to the restrictions imposed, and that certificates (if any) representing the shares granted or sold under a Restricted Stock Award will remain in the physical custody of an escrow holder until all restrictions are removed or have expired.

8.4 Rights as Stockholder . Subject to the foregoing provisions of this Section 8 and the applicable Award Agreement, the Participant shall have all rights of a stockholder with respect to the shares of Common Stock granted to the Participant under a Restricted Stock Award, including the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto, unless the Committee determines otherwise at the time the Restricted Stock Award is granted. The Committee may provide in an Award Agreement for the payment of dividends and other distributions to the Participant at such times as paid to stockholders generally, at the times of vesting or other payment of the Restricted Stock Award or otherwise; provided that, dividends and other distributions made with respect to a Restricted Stock Award that is subject to performance-based vesting shall not be paid until, and only to the extent that the Award vests.

8.5 Section 83(b) Election . If a Participant makes an election pursuant to Section 83(b) of the Code with respect to a Restricted Stock Award, the Participant shall file, within thirty (30) days following the Date of Grant, a copy of such election with the Company and with the Internal Revenue Service, in accordance with the regulations under Section 83 of the Code. The Committee may provide in an Award Agreement that the Restricted Stock Award is conditioned upon the Participant’s making or refraining from making an election with respect to the Award under Section 83(b) of the Code.

9. Restricted Stock Units; Performance Stock Units .

9.1 Grant of Restricted Stock Units . A Restricted Stock Unit may be granted to any Eligible Person selected by the Committee. The value of each Restricted Stock Unit is equal to the Fair Market Value of a share of Common Stock on the applicable date or time period of determination, as specified by the Committee. Restricted Stock Units shall be subject to such restrictions and conditions as the Committee shall determine. In addition, a Restricted Stock Unit may be designated as a “Performance Stock Unit,” the vesting requirements of which may be based, in whole or in part, on the attainment of pre-established business and/or individual performance goal(s) over a specified performance period. Restricted Stock Units shall be non-transferable, except as provided in Section 14.3 hereof.

9.2 Vesting of Restricted Stock Units . The Committee shall, in its discretion, determine any vesting requirements with respect to Restricted Stock Units, which shall be set forth in the Award Agreement. The requirements for vesting of a Restricted Stock Unit may be based on the continued Service of the Participant with the Company or a Subsidiary for a specified time period (or periods), on the attainment of a specified performance goal(s) and/or on such other terms and conditions as approved by the Committee in its discretion. If the vesting requirements of a Restricted Stock Unit Award are not satisfied, the Award shall be forfeited.

9.3 Payment of Restricted Stock Units . Restricted Stock Units shall become payable to a Participant at the time or times determined by the Committee and set forth in the Award Agreement, which may be upon or following the vesting of the Award. Payment of a Restricted Stock Unit may be made, as approved by the Committee and set forth in the Award Agreement, in cash or in shares of Common Stock or in a combination thereof, subject to applicable tax withholding requirements. Any cash payment of a Restricted Stock Unit shall be made based

upon the Fair Market Value of a share of Common Stock, determined on such date or over such time period as determined by the Committee.

9.4 Dividend Equivalent Rights. Restricted Stock Units may be granted together with a dividend equivalent right with respect to the shares of Common Stock subject to the Award, which may be accumulated and may be deemed reinvested in additional Restricted Stock Units or may be accumulated in cash, as determined by the Committee in its discretion. Any payments made pursuant to dividend equivalent rights will be paid at such times as determined by the Committee in its discretion (including without limitation at the times paid to stockholders generally or at the times of vesting or payment of the Restricted Stock Unit); provided that, dividends and other distributions made with respect to a Restricted Stock Unit that is subject to performance-based vesting shall not be paid until, and only to the extent that, the Award vests. Dividend equivalent rights may be subject to forfeiture under the same conditions as apply to the underlying Restricted Stock Units.

9.5 No Rights as Stockholder . The Participant shall not have any rights as a stockholder with respect to the shares subject to a Restricted Stock Unit until such time as shares of Common Stock are delivered to the Participant pursuant to the terms of the Award Agreement.

10. Stock Awards .

10.1 Grant of Stock Awards . A Stock Award may be granted to any Eligible Person selected by the Committee. A Stock Award may be granted for past Services, in lieu of bonus or other cash compensation, as directors’ compensation or for any other valid purpose as determined by the Committee. The Committee shall determine the terms and conditions of such Awards, and such Awards may be made without vesting requirements. In addition, the Committee may, in connection with any Stock Award, require the payment of a specified purchase price.

10.2 Rights as Stockholder . Subject to the foregoing provisions of this Section 10 and the applicable Award Agreement, upon the issuance of shares of Common Stock under a Stock Award the Participant shall have all rights of a stockholder with respect to the shares of Common Stock, including the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto.

11. Change of Control .

11.1 Effect on Awards . Upon the occurrence of a Change of Control, unless otherwise provided in the Award Agreement, the Committee is authorized (but not obligated) to make adjustments in the terms and conditions of outstanding Awards, including without limitation the following (or any combination thereof): (a) continuation or assumption of such outstanding Awards under the Plan by the Company (if it is the surviving company or corporation) or by the surviving company or corporation or its parent; (b) substitution by the surviving company or corporation or its parent of awards with substantially the same terms for outstanding Awards (with appropriate adjustments to the type of consideration payable upon settlement of the Awards); (c) acceleration of exercisability, vesting and/or payment under outstanding Awards

immediately prior to the occurrence of such event or upon a termination of Service following such event; and (d) if all or substantially all of the Company’s outstanding shares of Common Stock are transferred in exchange for cash consideration in connection with such Change of Control: (i) upon written notice, provide that any outstanding Stock Options and Stock Appreciation Rights are exercisable during a reasonable period of time immediately prior to the scheduled consummation of the event or such other reasonable period as determined by the Committee (contingent upon the consummation of the event), and at the end of such period, such Stock Options and Stock Appreciation Rights shall terminate to the extent not so exercised within the relevant period; and (ii) cancel all or any portion of outstanding Awards for fair value (in the form of cash, shares of Common Stock, other property or any combination thereof) as determined in the sole discretion of the Committee; provided , however , that, in the case of Stock Options and Stock Appreciation Rights, the fair value may equal the excess, if any, of the value or amount of the consideration to be paid in the Change of Control transaction to holders of shares of Common Stock (or, if no such consideration is paid, Fair Market Value of the shares of Common Stock) over the aggregate exercise or base price, as applicable, with respect to such Awards or portion thereof being canceled, or if no such excess, zero.

11.2 Definition of Change of Control. Unless otherwise defined in an Award Agreement, “ Change of Control ” shall mean the occurrence of one or more of the following events:

(a) Any person, within the meaning of Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof (“ Person ”), becomes the Beneficial Owner, directly or indirectly, of more than forty percent (40%) of the combined voting power, excluding any person that is the Beneficial Owner, directly or indirectly, of more than forty percent (40%) of the combined voting power on the Effective Date, of the then outstanding voting securities of the Company entitled to vote generally in the election of its directors (the “ Outstanding Company Voting Securities ”) including by way of merger, consolidation or otherwise; provided , however , that for purposes of this definition, the following acquisitions shall not be taken into account in determining whether a Change of Control has occurred: (i) any acquisition of voting securities of the Company directly from the Company or (ii) any acquisition by the Company or any of its Subsidiaries of Outstanding Company Voting Securities, including an acquisition by any employee benefit plan or related trust sponsored or maintained by the Company, or any of its Subsidiaries.

(b) The following individuals (the “ Incumbent Directors ”) cease for any reason to constitute a majority of the number of directors then serving on the Board: individuals who, on the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent or proxy solicitation, relating to the election of directors of the Company by or on behalf of a Person other than the Board) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended.

(c) Consummation of a reorganization, merger, or consolidation to which the Company is a party or a sale or other disposition of all or substantially all of the assets of the Company (a “ Business Combination ”), unless, following such Business Combination: (i) any individuals and entities that were the Beneficial Owners of Outstanding Company Voting Securities immediately prior to such Business Combination are the Beneficial Owners, directly or indirectly, of more than fifty percent (50%) of the combined voting power of the outstanding voting securities entitled to vote generally in the election of directors (or election of members of a comparable governing body) of the entity resulting from the Business Combination (including, without limitation, an entity which as a result of such transaction owns all or substantially all of the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) (the “ Successor Entity ”) in substantially the same proportions as their ownership immediately prior to such Business Combination; (ii) no Person (excluding any Successor Entity, any person that is the Beneficial Owner, directly or indirectly, of more than forty percent (40%) of the combined voting power on the Effective Date or any employee benefit plan or related trust of the Company, such Successor Entity, or any of their Subsidiaries) is the Beneficial Owner, directly or indirectly, of more than forty percent (40%) of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (or comparable governing body) of the Successor Entity, except to the extent that such ownership existed prior to the Business Combination; and (iii) at least a majority of the members of the board of directors (or comparable governing body) of the Successor Entity were Incumbent Directors (including persons deemed to be Incumbent Directors) at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination.

Notwithstanding the foregoing, to the extent necessary to comply with Section 409A of the Code with respect to the payment of “nonqualified deferred compensation,” “Change of Control” shall be limited to a “change in control event” as defined under Section 409A of the Code.

12. Forfeiture Events .

12.1 General . The Committee may specify in an Award Agreement at the time of the Award that the Participant’s rights, payments and benefits with respect to an Award are subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, without limitation, termination of Service for Cause, violation of material Company policies, breach of noncompetition, non-solicitation, confidentiality or other restrictive covenants that may apply to the Participant or other conduct by the Participant that is detrimental to the business or reputation of the Company.

12.2 Termination for Cause .

(a) Treatment of Awards . Unless otherwise provided by the Committee and set forth in an Award Agreement, if (i) a Participant’s Service with the Company or any Subsidiary shall be terminated for Cause or (ii) after termination of Service for any other reason, the Committee determines in its reasonable discretion that after termination, the Participant engaged in conduct that violated any continuing obligation or duty of the Participant in respect of

the Company or any Subsidiary, such Participant’s rights, payments and benefits with respect to an Award shall be subject to cancellation, forfeiture and/or recoupment, as provided in Section 12.3 below. The Company shall have the power to determine whether the Participant has been terminated for Cause, the date upon which such termination for Cause occurs, whether the Participant engaged in conduct that violated any continuing obligation or duty of the Participant in respect of the Company or any Subsidiary. Any such determination shall be final, conclusive and binding upon all Persons. In addition, if the Company shall reasonably determine that a Participant has committed or may have committed any act which could constitute the basis for a termination of such Participant’s Service for Cause or violates any continuing obligation or duty of the Participant in respect of the Company or any Subsidiary, the Company may suspend the Participant’s rights to exercise any Stock Option or Stock Appreciation Right, receive any payment or vest in any right with respect to any Award pending a determination by the Company of whether an act or omission could constitute the basis for a termination for Cause as provided in this Section 12.2.

(b) Definition of Cause . Unless otherwise defined in an Award Agreement, “ Cause ” shall mean: (i) the Participant has committed a deliberate and premeditated act against the interests of the Company including, without limitation: an act of fraud, embezzlement, misappropriation or breach of fiduciary duty against the Company, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business; or (ii) the Participant has been convicted by a court of competent jurisdiction of, or pleaded guilty or nolo contendere to, any felony or any crime involving moral turpitude; or (iii) the Participant has failed to perform or neglected the material duties incident to his employment or other engagement with the Company on a regular basis, and such refusal or failure shall have continued for a period of twenty (20) days after written notice to the Participant specifying such refusal or failure in reasonable detail; or (iv) the Participant has been chronically absent from work (excluding vacations, illnesses, Disability or leave of absence approved by the Company); or (v) the Participant has refused, after explicit written notice, to obey any lawful resolution of or direction by the Board which is consistent with the duties incident to his employment or other engagement with the Company and such refusal continues for more than twenty (20) days after written notice is given to the Participant specifying such refusal in reasonable detail; or (vi) the Participant has breached any of the material terms contained in any employment agreement, non-competition agreement, confidentiality agreement, restrictive covenants agreement or similar type of agreement to which such Participant is a party; or (vii) the Participant has engaged in (x) the unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or (y) habitual drunkenness on the Company’s premises.

Any voluntary termination of Service or other engagement by the Participant in anticipation of an involuntary termination of the Participant’s Service for Cause shall be deemed to be a termination for “Cause.” Notwithstanding the foregoing, in the event that a Participant is party to an employment, severance or similar agreement with the Company or any of its affiliates and such agreement contains a definition of “Cause,” the definition of “Cause” set forth above shall be deemed replaced and superseded, with respect to such Participant, by the definition of “Cause” used in such employment, severance or similar agreement.

12.3 Right of Recapture .

(a) General . If at any time within one (1) year (or such longer time specified in an Award Agreement or other agreement with a Participant or policy applicable to the Participant) after the date on which a Participant exercises a Stock Option or Stock Appreciation Right or on which a Stock Award, Restricted Stock Award or Restricted Stock Unit vests or becomes payable, or on which income otherwise is realized by a Participant in connection with an Award, (i) a Participant’s Service is terminated for Cause, (ii) the Committee determines in its discretion that the Participant is subject to any recoupment of benefits pursuant to the Company’s compensation recovery, “clawback” or similar policy, as may be in effect from time to time, or (iii) after a Participant’s Service terminates for any other reason, the Committee determines in its discretion either that, (1) during the Participant’s period of Service, the Participant engaged in an act or omission which would have warranted termination of the Participant’s Service for Cause or (2) after a Participant’s termination of Service, the Participant engaged in conduct that materially violated any continuing obligation or duty of the Participant in respect of the Company or any Subsidiary, then any gain realized by the Participant from the exercise, vesting, payment or other realization of income by the Participant in connection with an Award, shall be paid by the Participant to the Company upon notice from the Company, subject to applicable state law. Such gain shall be determined as of the date or dates on which the gain is realized by the Participant, without regard to any subsequent change in the Fair Market Value of a share of Common Stock. To the extent not otherwise prohibited by law, the Company shall have the right to offset such gain against any amounts otherwise owed to the Participant by the Company (whether as wages, vacation pay or pursuant to any benefit plan or other compensatory arrangement).

(b) Accounting Restatement . If a Participant receives compensation pursuant to an Award under the Plan (whether a Stock Option or otherwise) based on financial statements that are subsequently required to be restated in a way that would decrease the value of such compensation, the Participant will, to the extent not otherwise prohibited by law, upon the written request of the Company, forfeit and repay to the Company the difference between what the Participant received and what the Participant should have received based on the accounting restatement, in accordance with (i) the Company’s compensation recovery, “clawback” or similar policy, as may be in effect from time to time and (ii) any compensation recovery, “clawback” or similar policy made applicable by law including the provisions of Section 945 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules, regulations and requirements adopted thereunder by the Securities and Exchange Commission and/or any national securities exchange on which the Company’s equity securities may be listed (the “ Policy ”). By accepting an Award hereunder, the Participant acknowledges and agrees that the Policy shall apply to such Award, and all incentive-based compensation payable pursuant to such Award shall be subject to forfeiture and repayment pursuant to the terms of the Policy.

13. Transfer, Leave of Absence, Etc . For purposes of the Plan, except as otherwise determined by the Committee, the following events shall not be deemed a termination of Service: (a) a transfer to the employment of the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another; or (b) an approved leave of absence for military

service or sickness, a leave of absence where the employee’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted, a leave of absence for any other purpose approved by the Company or if the Committee otherwise so provides in writing.

14. General Provisions .

14.1 Status of Plan . The Committee may authorize the creation of trusts or other arrangements to meet the Company’s obligations to deliver shares of Common Stock or make payments with respect to Awards.

14.2 Award Agreement . An Award under the Plan shall be evidenced by an Award Agreement in a written or electronic form approved by the Committee setting forth the number of shares of Common Stock or Restricted Stock Units subject to the Award, the exercise price, base price or purchase price of the Award, the time or times at which an Award will become vested, exercisable or payable and the term of the Award. The Award Agreement also may set forth the effect on an Award of a Change of Control and/or a termination of Service under certain circumstances. The Award Agreement shall be subject to and incorporate, by reference or otherwise, all of the applicable terms and conditions of the Plan, and also may set forth other terms and conditions applicable to the Award as determined by the Committee consistent with the limitations of the Plan. The grant of an Award under the Plan shall not confer any rights upon the Participant holding such Award other than such terms, and subject to such conditions, as are specified in the Plan as being applicable to such type of Award (or to all Awards) or as are expressly set forth in the Award Agreement. The Committee need not require the execution of an Award Agreement by a Participant, in which case, acceptance of the Award by the Participant shall constitute agreement by the Participant to the terms, conditions, restrictions and limitations set forth in the Plan and the Award Agreement as well as the administrative guidelines of the Company in effect from time to time. In the event of any conflict between the provisions of the Plan and any Award Agreement, the provisions of the Plan shall prevail.

14.3 No Assignment or Transfer; Beneficiaries . Except as provided in Section 6.6 hereof or as otherwise determined by the Committee, Awards under the Plan shall not be assignable or transferable by the Participant, and shall not be subject in any manner to assignment, alienation, pledge, encumbrance or charge. Notwithstanding the foregoing, in the event of the death of a Participant, except as otherwise provided by the Committee in an Award Agreement, an outstanding Award may be exercised by or shall become payable to the Participant’s designated beneficiary. In lieu of such designation, a Participant may, from time to time, name any beneficiary or beneficiaries to receive any benefit in case of the Participant’s death before the Participant receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Participant and will be effective only when filed by the Participant in writing (in such form or manner as may be prescribed by the Committee) with the Company during the Participant’s lifetime. If no validly designated beneficiary survives the Participant or if each surviving validly designated beneficiary is legally impaired or prohibited from receiving the benefits under an Award, the Participant’s beneficiary shall be the legatee or legatees of such Award designated under the Participant’s last will or by such Participant’s

executors, personal representatives or distributees of such Award in accordance with the Participant’s will or the laws of descent and distribution. The Committee may provide in the terms of an Award Agreement or in any other manner prescribed by the Committee that the Participant shall have the right to designate a beneficiary or beneficiaries who shall be entitled to any rights, payments or other benefits specified under an Award following the Participant’s death.

14.4 Deferrals of Payment . The Committee may in its discretion permit a Participant to defer the receipt of payment of cash or delivery of shares of Common Stock that would otherwise be due to the Participant by virtue of the exercise of a right or the satisfaction of vesting or other conditions with respect to an Award; provided , however , that such discretion shall not apply in the case of a Stock Option or Stock Appreciation Right. If any such deferral is to be permitted by the Committee, the Committee shall establish rules and procedures relating to such deferral in a manner intended to comply with the requirements of Section 409A of the Code, including, without limitation, the time when an election to defer may be made, the time period of the deferral and the events that would result in payment of the deferred amount, the interest or other earnings attributable to the deferral and the method of funding, if any, attributable to the deferred amount.

14.5 No Right to Employment or Continued Service . Nothing in the Plan, in the grant of any Award or in any Award Agreement shall confer upon any Eligible Person or any Participant any right to continue in the Service of the Company or any of its Subsidiaries or interfere in any way with the right of the Company or any of its Subsidiaries to terminate the employment or other service relationship of an Eligible Person or a Participant for any reason or no reason at any time.

14.6 Rights as Stockholder . A Participant shall have no rights as a holder of shares of Common Stock with respect to any unissued securities covered by an Award until the date the Participant becomes the holder of record of such securities. Except as provided in Section 4.5 hereof, no adjustment or other provision shall be made for dividends or other stockholder rights, except to the extent that the Award Agreement provides for dividend payments or dividend equivalent rights. The Committee may determine in its discretion the manner of delivery of Common Stock to be issued under the Plan, which may be by delivery of stock certificates, electronic account entry into new or existing accounts or any other means as the Committee, in its discretion, deems appropriate. The Committee may require that the stock certificates (if any) be held in escrow by the Company for any shares of Common Stock or cause the shares to be legended in order to comply with the securities laws or other applicable restrictions or should the shares of Common Stock be represented by book or electronic account entry rather than a certificate, the Committee may take such steps to restrict transfer of the shares of Common Stock as the Committee considers necessary or advisable.

14.7 Trading Policy and Other Restrictions . Stock Option exercises and other transactions involving Awards under the Plan shall be subject to the Company’s Insider Trading and Regulation FD Policy and other restrictions, terms and conditions, to the extent established

by the Committee, including any other applicable policies set by the Committee, from time to time.

14.8 Section 409A Compliance . To the extent applicable, it is intended that the Plan and all Awards hereunder comply with, or be exempt from, the requirements of Section 409A of the Code and the Treasury Regulations and other guidance issued thereunder, and that the Plan and all Award Agreements shall be interpreted and applied by the Committee in a manner consistent with this intent in order to avoid the imposition of any additional tax under Section 409A of the Code. In the event that any (i) provision of the Plan or an Award Agreement, (ii) Award, payment, transaction or (iii) other action or arrangement contemplated by the provisions of the Plan is determined by the Committee to not comply with the applicable requirements of Section 409A of the Code and the Treasury Regulations and other guidance issued thereunder, the Committee shall have the authority to take such actions and to make such changes to the Plan or an Award Agreement as the Committee deems necessary to comply with such requirements; provided , however , that no such action shall adversely affect any outstanding Award without the consent of the affected Participant. No payment that constitutes deferred compensation under Section 409A of the Code that would otherwise be made under the Plan or an Award Agreement upon a termination of Service will be made or provided unless and until such termination is also a “separation from service,” as determined in accordance with Section 409A of the Code. Notwithstanding the foregoing or anything elsewhere in the Plan or an Award Agreement to the contrary, if a Participant is a “specified employee” as defined in Section 409A of the Code at the time of termination of Service with respect to an Award, then solely to the extent necessary to avoid the imposition of any additional tax under Section 409A of the Code, the commencement of any payments or benefits under the Award shall be deferred until the date that is six (6) months plus one (1) day following the date of the Participant’s termination of Service or, if earlier, the Participant’s death (or such other period as required to comply with Section 409A). In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on a Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.

14.9 Securities Law Compliance . No shares of Common Stock will be issued or transferred pursuant to an Award unless and until all then applicable requirements imposed by Federal and state securities and other laws, rules and regulations and by any regulatory agencies having jurisdiction, and by any exchanges upon which the shares of Common Stock may be listed, have been fully met. As a condition precedent to the issuance of shares of Common Stock pursuant to the grant or exercise of an Award, the Company may require the Participant to take any reasonable action that the Company determines is necessary or advisable to meet such requirements. The Committee may impose such conditions on any shares of Common Stock issuable under the Plan as it may deem advisable, including, without limitation, restrictions under the Securities Act under the requirements of any exchange upon which such shares of the same class are then listed, and under any blue sky or other securities laws applicable to such shares. The Committee may also require the Participant to represent and warrant at the time of issuance or transfer that the shares of Common Stock are being acquired solely for investment purposes and without any current intention to sell or distribute such shares.

14.10 Substitute Awards in Corporate Transactions . Nothing contained in the Plan shall be construed to limit the right of the Committee to grant Awards under the Plan in connection with the acquisition, whether by purchase, merger, consolidation or other corporate transaction, of the business or assets of any corporation or other entity. Without limiting the foregoing, the Committee may grant Awards under the Plan to an employee or director of another corporation who becomes an Eligible Person by reason of any such corporate transaction in substitution for awards previously granted by such corporation or entity to such person. The terms and conditions of the substitute Awards may vary from the terms and conditions that would otherwise be required by the Plan solely to the extent the Committee deems necessary for such purpose. Any such substitute awards shall not reduce the Share Reserve; provided , however , that such treatment is permitted by applicable law and the listing requirements of the New York Stock Exchange or other exchange or securities market on which the Common Stock is listed.

14.11 Tax Withholding . The Participant shall be responsible for payment of any taxes or similar charges required by law to be paid or withheld from an Award or an amount paid in satisfaction of an Award. Any required withholdings shall be paid by the Participant on or prior to the payment or other event that results in taxable income in respect of an Award. The Award Agreement may specify the manner in which the withholding obligation shall be satisfied with respect to the particular type of Award, which may include permitting the Participant to elect to satisfy the withholding obligation by tendering shares of Common Stock to the Company or having the Company withhold a number of shares of Common Stock having a value equal to the minimum statutory tax or as otherwise specified in an Award Agreement, or similar charge required to be paid or withheld.

14.12 Unfunded Plan . The adoption of the Plan and any reservation of shares of Common Stock or cash amounts by the Company to discharge its obligations hereunder shall not be deemed to create a trust or other funded arrangement. Except upon the issuance of shares of Common Stock pursuant to an Award, any rights of a Participant under the Plan shall be those of a general unsecured creditor of the Company, and neither a Participant nor the Participant’s permitted transferees or estate shall have any other interest in any assets of the Company by virtue of the Plan. Notwithstanding the foregoing, the Company shall have the right to implement or set aside funds in a grantor trust, subject to the claims of the Company’s creditors or otherwise, to discharge its obligations under the Plan.

14.13 Other Compensation and Benefit Plans . The adoption of the Plan shall not affect any other share incentive or other compensation plans in effect for the Company or any Subsidiary, nor shall the Plan preclude the Company from establishing any other forms of share incentive or other compensation or benefit program for employees of the Company or any Subsidiary. The amount of any compensation deemed to be received by a Participant pursuant to an Award shall not constitute includable compensation for purposes of determining the amount of benefits to which a Participant is entitled under any other compensation or benefit plan or program of the Company or a Subsidiary, including, without limitation, under any pension or severance benefits plan, except to the extent specifically provided by the terms of any such plan.

14.14 Plan Binding on Transferees . The Plan shall be binding upon the Company, its transferees and assigns, and the Participant, the Participant’s executor, administrator and permitted transferees and beneficiaries.

14.15 Severability . If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

14.16 Governing Law . The Plan and all rights hereunder shall be subject to and interpreted in accordance with the laws of the State of Maryland, without reference to the principles of conflicts of laws, and to applicable Federal securities laws.

14.17 No Fractional Shares . No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional shares of Common Stock or whether such fractional shares or any rights thereto shall be canceled, terminated or otherwise eliminated.

14.18 No Guarantees Regarding Tax Treatment . Neither the Company nor the Committee make any guarantees to any person regarding the tax treatment of Awards or payments made under the Plan. Neither the Company nor the Committee has any obligation to take any action to prevent the assessment of any tax on any person with respect to any Award under Section 409A of the Code, Section 4999 of the Code or otherwise and neither the Company nor the Committee shall have any liability to a person with respect thereto.

14.19 Data Protection . By participating in the Plan, each Participant consents to the collection, processing, transmission and storage by the Company, its Subsidiaries and any third party administrators of any data of a professional or personal nature for the purposes of administering the Plan.

14.20 Awards to Non-U.S. Participants. To comply with the laws in countries other than the United States in which the Company or any of its Subsidiaries or affiliates operates or has employees, Non-Employee Directors or consultants, the Committee, in its sole discretion, shall have the power and authority to (i) modify the terms and conditions of any Award granted to Participants outside the United States to comply with applicable foreign laws, (ii) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local government regulatory exemptions or approvals and (iii) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable. Any subplans and modifications to Plan terms and procedures established under this Section 14.20 by the Committee shall be attached to this Plan document as appendices.

15. Term; Amendment and Termination; Stockholder Approval; Arbitration .

15.1 Term . T he Plan shall be effective as of the date of its approval by the Board (the “ Effective Date ”). Subject to Section 15.2 hereof, the Plan shall terminate on the tenth anniversary of the Effective Date .

15.2 Amendment and Termination . The Board may from time to time and in any respect, amend, modify, suspend or terminate the Plan; provided , however , that no amendment, modification, suspension or termination of the Plan shall materially and adversely affect any Award theretofore granted without the consent of the Participant or the permitted transferee of the Award. The Board may seek the approval of any amendment, modification, suspension or termination by the Company’s stockholders to the extent it deems necessary in its discretion for purposes of compliance with Section 422 of the Code or for any other purpose, and shall seek such approval to the extent it deems necessary in its discretion to comply with applicable law or listing requirements of the New York Stock Exchange or other exchange or securities market. Notwithstanding the foregoing, the Board shall have the authority to amend the Plan or any Award under the Plan without the consent of a Participant to the extent it deems necessary or desirable in its discretion to comply with, take into account changes in, or interpretations of, applicable tax laws, securities laws, employment laws, accounting rules and other applicable laws, rules and regulations.

Exhibit 10.17.5

EXECUTION

JOINDER AND AMENDMENT NO. 4
TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

Joinder and Amendment No. 4 to Amended and Restated Master Repurchase Agreement, dated as of November 30, 2017, but effective as of the Amendment Effective Date (as such term is defined in the Omnibus Master Refinancing Amendment) (this “ Amendment ”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “ Administrative Agent ”), CREDIT SUISSE AG, a company incorporated under the laws of Switzerland, acting through its CAYMAN ISLANDS BRANCH (“ CS Cayman ”), ALPINE SECURITIZATION LTD (“ Alpine ”, and together with CS Cayman, the “ Existing Buyers ”), BARCLAYS BANK PLC (“ Barclays ” and the “ Joining Buyer ”), DITECH FINANCIAL LLC (the “ Seller ”) and WALTER INVESTMENT MANAGEMENT CORP. (the “ Prepetition Guarantor ”).

RECITALS

The Administrative Agent, Existing Buyers and Seller are parties to that certain (a) Amended and Restated Master Repurchase Agreement, dated as of November 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “ Existing Repurchase Agreement ”; and as further amended by this Amendment, the “ Repurchase Agreement ”) and (b) Amended and Restated Pricing Side Letter, dated as of November 18, 2016 (the “ Pricing Side Letter ”). The Prepetition Guarantor is party to that certain Amended, Restated and Consolidated Master DIP Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the “ DIP Guaranty ”), dated as of November 30, 2017, but effective as of the Amendment Effective Date, by the Prepetition Guarantor in favor of Administrative Agent for the benefit of the Existing Buyers. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement, Pricing Side Letter and DIP Guaranty, as applicable.

The Administrative Agent, Existing Buyers, Joining Buyer, Seller and the Prepetition Guarantor have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement. As a condition precedent to amending the Existing Repurchase Agreement, the Administrative Agent, Existing Buyers and Joining Buyer have required the Prepetition Guarantor to deliver the DIP Guaranty (as defined herein) on the Plan Effective Date and, as a condition subsequent, have required the Reorganized Guarantor to deliver the Exit Guaranty.

The Joining Buyer and Seller previously entered into that certain Amended and Restated Master Repurchase Agreement, dated as of April 23, 2015 (as amended, restated, modified and/or supplemented from time to time, the “ Existing Barclays Repurchase Agreement ”). The parties hereto have agreed to consolidate the Existing Barclays Repurchase Agreement into the Existing Repurchase Agreement.

Pursuant to that certain Master Administration Agreement, dated as of November 30, 2017, but effective as of the Amendment Effective Date, by and among Administrative Agent, the Buyers identified therein, Seller and Reverse Mortgage Solutions, Inc. (as amended, restated, modified and/or supplemented from time to time, the “ Administration Agreement ”), (a) the Existing

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Buyers sold and assigned a portion of their respective right, title and interest in the Transactions under the Existing Repurchase Agreement to Joining Buyer, (b) the Joining Buyer sold and assigned a portion of its right, title and interest in the transactions under the Existing Barclays Repurchase Agreement to the Existing Buyers and (c) Credit Suisse First Boston Mortgage Capital LLC was retained as Administrative Agent hereunder.

Following such sales and assignments under the Administration Agreement, the Joining Buyer shall hold the Barclays Pro Rata Portion and the Existing Buyers shall hold the CS Pro Rata Portion in the Transactions and related Repurchase Assets under the Repurchase Agreement.

The Joining Buyer has assumed all of the duties, rights and obligations of the Existing Buyers, including the duties, rights and obligations of the Existing Buyers under the Repurchase Agreement and other Program Agreements.

Accordingly, the Administrative Agent, Existing Buyers, Joining Buyer, Seller and the Prepetition Guarantor hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows:

Section 1. Agreement and Joinder with respect to Joining Buyer . Joining Buyer hereby agrees to all of the provisions of the Repurchase Agreement and each other Program Agreement, and effective on the date hereof, becomes a party to the Repurchase Agreement and each other Program Agreement, as a “Buyer”, with the same effect as if the undersigned was an original signatory to the Repurchase Agreement or such other Program Agreement, but subject to the additional terms and conditions herein. Unless otherwise specified, all references to “Buyer” in the Repurchase Agreement and the other Program Agreement shall be deemed to include Joining Buyer.

SECTION 2. Applicability . Section 1 of the Existing Repurchase Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:


1.	Applicability

From time to time the parties hereto may enter into transactions in which Seller agrees to transfer to Administrative Agent on behalf of Buyers Mortgage Loans (as hereinafter defined) on a servicing released basis against the transfer of funds by Administrative Agent, with a simultaneous agreement by Administrative Agent on behalf of Buyers to transfer to Seller such Mortgage Loans on a servicing released basis at a date certain or on demand, against the transfer of funds by Seller. This Agreement is a commitment by Committed Buyers to engage in the Transactions as set forth herein in their respective Pro Rata Portions up to the Maximum Available Purchase Price; provided, that Committed Buyers shall have no commitment to enter into any Transaction requested that would result in the aggregate Purchase Price of then-outstanding Transactions exceeding the Maximum Available Purchase Price, and in no event shall the aggregate Purchase Price of outstanding Transactions exceed the Maximum Available Purchase Price at any time. Each such transaction shall be

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referred to herein as a “Transaction” and, unless otherwise agreed in writing, shall be governed by this Agreement, including any supplemental terms or conditions contained in any annexes identified herein, as applicable hereunder. For the avoidance of doubt, and for administrative and tracking purposes, the purchase and sale of each Purchased Mortgage Loan shall be deemed a separate Transaction.

SECTION 3. Definitions . Section 2 of the Existing Repurchase Agreement is hereby amended by:

(a) adding the following definitions in proper alphabetical order:

“ Administration Agreement ” means that certain Master Administration Agreement, dated as of November 30, 2017, but effective as of the Amendment Effective Date, by and among Administrative Agent, the Buyers identified therein, Seller and Reverse Mortgage Solutions, Inc., as amended from time to time.

“ Barclays ” means Barclays Bank PLC.

“ Barclays Pro Rata Portion ” means an undivided interest in all Transactions hereunder, as set forth in and adjusted from time to time pursuant to the Administration Agreement and pursuant to Section 3(c) hereof.

“ CS Buyers ” means CS Cayman and Alpine.

“ CS Pro Rata Portion ” means an undivided interest in all Transactions hereunder, as set forth in and adjusted from time to time pursuant to the Administration Agreement and pursuant to Section 3(c) hereof.

“ DIP Guaranty ” means that certain Amended, Restated and Consolidated Master DIP Guaranty by the Guarantor in favor of Administrative Agent for the benefit of Buyers, dated as of the date hereof, as amended, restated, supplemented or otherwise modified from time to time, pursuant to which the Guarantor fully and unconditionally guarantees the obligations of the Seller hereunder.

“ DIP Warehouse Facility Agreements ” has the meaning assigned to such term in the Omnibus Master Refinancing Amendment.

“ Exit Guaranty ” means that certain Guaranty of the Reorganized Guarantor dated as of the Plan Effective Date in favor of the Administrative Agent for the benefit of Buyers, as may be amended, restated, supplemented or otherwise modified from time to time, pursuant to which the Reorganized Guarantor fully and unconditionally guarantees the obligations of the Seller hereunder.

“ Exit Indenture ” has the meaning assigned to such term in the Omnibus Master Refinancing Amendment.

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“ Master Fee Letter ” means that certain Master Fee Letter, dated as of November 30, 2017, but effective as of the Amendment Effective Date, among Administrative Agent, Buyers, Seller, Reverse Mortgage Solutions, Inc., RMS REO CS, LLC and RMS REO BRC, LLC, as amended, restated and supplemented from time to time.

“ Maximum Available Purchase Price ” has the meaning assigned to such term in the Pricing Side Letter.

“ Omnibus Master Refinancing Amendment ” means that certain Omnibus Master Refinancing Amendment dated as of November 30, 2017, but effective as of the Amendment Effective Date, among Seller, Prepetition Guarantor, the Administrative Agent, CS Cayman, Alpine, Barclays, Reverse Mortgage Solutions, Inc., RMS REO CS, LLC and RMS REO BRC, LLC, as it may be amended, supplemented or otherwise modified from time to time. To the extent provisions of the Omnibus Master Refinancing Amendment are incorporated by reference and such provisions use other defined terms set forth in the Omnibus Master Refinancing Amendment, such defined terms are hereby incorporated by reference as well; provided that if any such provisions or defined terms are subsequently amended or modified, the provisions and defined terms that are incorporated by reference shall be deemed to be such amended or modified provisions and defined terms.

“ Plan Effective Date ” has the meaning assigned to such term in the Omnibus Master Refinancing Amendment.

“ Prepetition Guarantor ” means Walter Investment Management Corp.

“ Pro Rata Portions ” means the Barclays Pro Rata Portion and the CS Pro Rata Portion, as applicable.

(b) deleting the definitions of “ Administrative Agent ”, “ Affiliate ”, “ Buyer ”, “ Committed Buyer ”, “ Commitment Fee ”, “ Guarantor ”, “ Guaranty ”, “ Netting Agreements ”, “ Program Agreements ” and “ Repledgee ” in their entirety and replacing them with the following:

“ Administrative Agent ” means CSFBMC or any successor thereto under the Administration Agreement.

“ Affiliate ” means, (i) with respect to any Person other than the Seller or the Guarantor, any “affiliate” of such Person, as such term is defined in the Bankruptcy Code, which shall also include, for the avoidance of doubt, with respect to Administrative Agent and CS Buyers only, any CP Conduit, and (ii) with respect to Seller, the Guarantor and, with respect to the Guarantor, the Seller.

“ Buyer ” means CS Cayman, Alpine, Barclays and each Buyer identified by the Administrative Agent from time to time pursuant to the Administration

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Agreement and their successors in interest and assigns pursuant to Section 22 and, with respect to Section 11 , its participants.

“ Committed Buyer ” means, with respect to their respective Pro Rata Portions, CS Cayman, Barclays or any of their respective successors thereto or assigns thereof as permitted under the Administration Agreement.

“ Commitment Fee ” has the meaning assigned to such term in the Master Fee Letter.

“ Guarantor ” means (a) prior to the Plan Effective Date, the Prepetition Guarantor and (b) on and after the Plan Effective Date, the Reorganized Guarantor.

“ Guaranty ” means (a) prior to the Plan Effective Date, the DIP Guaranty and (b) on and after the Plan Effective Date, the Exit Guaranty.

“ Netting Agreement ” means that certain Margin, Setoff And Netting Agreement dated as of November 30, 2017, but effective as of the Amendment Effective Date, among Credit Suisse Securities (USA) LLC, Administrative Agent, CS Cayman, Alpine (and together with CS Cayman, the “CS Buyers”), Barclays, Barclays Capital, Inc. (and with respect to Barclays and Barclays Capital, Inc., any Person who, directly or indirectly is in control of, or is controlled by, or is under common control with Barclays or Barclays Capital, Inc.), Seller, Reverse Mortgage Solutions, Inc., RMS REO CS, LLC and RMS REO BRC, LLC, and acknowledged by Guarantor, in form and substance acceptable to Barclays, as amended, supplemented or otherwise modified from time to time.

“ Program Agreements ” means, collectively, this Agreement, the Custodial and Disbursement Agreement, the Pricing Side Letter, the Electronic Tracking Agreement, the Guaranty, the Account Agreement, the Netting Agreement, if any, the Power of Attorney, the Servicing Agreement, if any, the Master Fee Letter, the Administration Agreement and the Servicer Notice, if entered into.

“ Reorganized Guarantor ” means Walter Investment Management Corp.’s successor following the Plan Effective Date.

“ Repledgee ” means each Repledgee identified by the Administrative Agent from time to time pursuant to the Administration Agreement.

(c) deleting the definition of “ Maximum Aggregate Purchase Price ” in its entirety and replacing all references to “ Maximum Aggregate Purchase Price ” with “ Maximum Available Purchase Price ”.

SECTION 4. Program; Initiation of Transactions . Section 3 of the Existing Repurchase Agreement is hereby amended by:

(a) deleting subsection 3.a in its entirety and replacing it with the following:

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a. From time to time, Administrative Agent (for the benefit of Buyers) will purchase from Sellers certain Mortgage Loans that have been either originated by Seller or purchased by Seller from other originators. This Agreement is a commitment by Committed Buyers to enter into Transactions with Seller with respect to an aggregate amount up to their respective Pro Rata Portions of the Maximum Available Purchase Price. This Agreement is not a commitment by Administrative Agent on behalf of Buyers to enter into Transactions with Seller for amounts exceeding the Maximum Available Purchase Price, but rather, sets forth the procedures to be used in connection with periodic requests for Administrative Agent on behalf of Buyers to enter into Transactions with Sellers. Each Seller hereby acknowledges that, beyond the Maximum Available Purchase Price, Administrative Agent on behalf of Buyers is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. All Purchased Mortgage Loans shall exceed or meet the Underwriting Guidelines, and shall be serviced by Seller or Servicer, as applicable. The aggregate Purchase Price of Purchased Mortgage Loans subject to outstanding Transactions shall not exceed the Maximum Available Purchase Price.

(b) deleting subsection 3.c in its entirety and replacing it with the following:

c. Upon satisfaction of the applicable conditions precedent set forth in Section 10 hereof, if Barclays fails to provide its Pro Rata Portion of the related Purchase Price to Administrative Agent for disbursement when due hereunder and pursuant to the terms of the Administration Agreement, then CS Buyers may, in their sole and absolute discretion, elect to provide such funds to Seller (such funding, an “Intraday Funding”). If CS Buyers elect to make an Intraday Funding, (i) the respective Pro Rata Portions of CS Buyers and Barclays shall be automatically adjusted such that the CS Buyer’s Pro Rata Portion reflects such Intraday Funding and (ii) Barclays shall have the obligation to remit funds in an amount equal to such Intraday Funding by no later than the end of the same Business Day as such Intraday Funding to Administrative Agent for the benefit of CS Buyers as more particularly set forth in the Administration Agreement, at which time the respective Pro Rata Portions shall be adjusted to account for such payment. Without limiting the generality of the foregoing, in the event CS Buyers elect not to make Intraday Fundings, in their sole discretion, they shall promptly notify Barclays and the Seller (such day, the “ Stop Funding Notice Date ”). In such instance, Barclays shall provide its Pro Rata Portion of the related Purchase Price to Administrative Agent for disbursement (i) with respect to a Transaction Request received on or prior to 1:00 p.m. (New York City time) on the Stop Funding Notice Date, prior to close of business on the Stop Funding Notice Date, (ii) with respect to a Transaction Request received after 1:00 p.m. (New York City time) on the Stop Funding Notice Date, prior to close of business on the following Business Day and (ii) with respect to any Transaction Request delivered on any day following the Stop Funding Notice Date, in accordance with the Agreement. Notwithstanding anything herein to the contrary, any Intraday Funding by CS Buyers shall not be deemed a commitment by CS Buyers, nor shall

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any prior course of dealing obligate CS Buyers to make any future Intraday Funding, it being understood that such Intraday Funding is discretionary.

SECTION 5. Repurchase . Section 4.b of the Existing Repurchase Agreement is hereby amended by deleting the first sentence thereof and replacing it with the following:

Provided that no Default shall have occurred and is continuing, and Administrative Agent has received the related Repurchase Price (excluding accrued and unpaid Price Differential, which, for the avoidance of doubt, shall be paid on the next succeeding Price Differential Payment Date) upon repurchase of the Purchased Mortgage Loans, Administrative Agent and Buyers will each be deemed to have released their respective interests hereunder in the Purchased Mortgage Loans (including, the Repurchase Assets related thereto) at the request of Seller.

SECTION 6. Conditions Precedent . Section 10 of the Existing Repurchase Agreement is hereby amended by:

(a) deleting subsection a. in its entirety and replacing it with the following:

a. Continuing Transactions . As conditions precedent to the continuing Transactions:

(1) Prior to the Plan Effective Date, Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to Administrative Agent, of satisfaction of each condition precedent set forth in Article 3(A) of the Omnibus Master Refinancing Amendment; and

(2) Upon and after the Plan Effective Date, satisfaction of the Exit Conditions as set forth in the Omnibus Master Refinancing Amendment shall have occurred.

(b) deleting subsection b. in its entirety and replacing it with the following:

b. All Transactions . The obligation of Administrative Agent for the benefit of Buyers to enter into each Transaction pursuant to this Agreement on or after the Plan Effective Date is subject to the following conditions precedent:

(1) Due Diligence . Buyers shall have completed, to their satisfaction, with respect to mortgage loans, their operational due diligence review, in each case, so as to enable Buyers to confirm the accuracy of the Seller’s representations and warranties as to the Repurchase Assets.

(2) No Default . No uncured Event of Default or uncured Default under this Agreement shall exist.

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(3) Representations and Warranties . Accuracy in all material respects of representations and warranties provided by Seller and the Guarantor in the Program Agreements, as applicable.

(4) Material Adverse Change . None of the following shall have occurred and/or be continuing (it being understood that Buyers will make the following determinations acting in good faith):

(a) Credit Suisse AG, New York Branch’s or Barclays’ corporate bond rating as calculated by S&P or Moody’s has been lowered or downgraded to a rating below investment grade by S&P or Moody’s;

(b) an event or events shall have occurred in the good faith determination of Administrative Agent resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by mortgage loans or securities or an event or events shall have occurred resulting in a Buyer not being able to finance Purchased Mortgage Loans through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or

(c) an event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by mortgage loans or an event or events shall have occurred resulting in a Buyer not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such event or events; or

(d) there shall have occurred a material adverse change in the financial condition of a Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of such Buyer to fund its obligations under this Agreement.

(5) No Material Disruption . No material disruption of claims payments on FHA insured loans shall have occurred (other than any such material disruption that is generally affecting non-bank mortgage servicers and originators with similar claims);

(6) Required Documents . Delivery of the following:

(a) a Mortgage Loan Schedule, in form and substance acceptable to Administrative Agent;

(b) a Request for Certification and the related asset schedule to the applicable custodian, in form and substance acceptable to Administrative Agent; and

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(c) a Trust Receipt and Custodial Mortgage Loan Schedule from the applicable Custodian, in form and substance acceptable to Administrative Agent.

SECTION 7. Use of Proceeds . Section 14.m of the Existing Repurchase Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

(m) Use of Proceeds . Seller shall use the Purchase Price from the Transaction following the Plan Effective Date to (i) pay off any outstanding obligations of the DIP Warehouse Facility Agreement, (ii) acquire Purchased Mortgage Loans hereunder, and (iii) to pay customary fees and closing costs in connection with this Agreement.

SECTION 8. Conditions Subsequent . Section 14.s of the Existing Repurchase Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

(s) Conditions Subsequent . On the Plan Effective Date, Seller shall deliver to Administrative Agent (a) the Exit Guaranty, duly executed and delivered by Reorganized Guarantor, in form and substance acceptable to Administrative Agent in its sole discretion, (b) Seller’s counsel opinion with respect to Reorganized Guarantor substantially similar to the opinion delivered in connection with the Prepetition Guarantor, in form and substance acceptable to Administrative Agent in its sole discretion, (c) a certificate of the duly authorized Person of Reorganized Guarantor, attaching certified copies of Reorganized Guarantor’s organizational documents and resolutions approving the Program Agreements and transactions thereunder (either specifically or by general resolution) and all documents evidencing other necessary action or governmental approvals as may be required in connection with the Program Agreements, (d) an incumbency certificate of Reorganized Guarantor, certifying the names, true signatures and titles of the representatives duly authorized to request transactions hereunder and to execute the Program Agreements and (e) a certified copy of a good standing certificate from the jurisdiction of organization of Reorganized Guarantor, dated as of no earlier than the date ten (10) Business Days prior to the Plan Effective Date.

SECTION 9. Cross Default . Section 15.b of the Existing Repurchase Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

b. Cross Default . (A) Seller, Guarantor or any of their Affiliates shall be in default under (i) any Indebtedness, in the aggregate, in excess of $5,000,000 of Seller or of such Affiliate which default (1) involves the failure to pay (subject to any applicable cure period) a matured obligation, or (2) permits the acceleration (subject to any applicable cure period) of the maturity of obligations by any other party to or beneficiary with respect to such Indebtedness, (ii) any other contract or contracts, in the aggregate in excess of $5,000,000 to which Seller, Guarantor or such Affiliate is a party which default (1) involves the failure to pay (subject to any

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applicable cure period) a matured obligation, or (2) permits the acceleration (subject to any applicable cure period) of the maturity of obligations by any other party to or beneficiary of such contract, (B) there shall occur an “Event of Default” as defined in, and under, the RMS Repurchase Agreement or (C) there shall occur an “Event of Default” as such term is defined under each Exit Indenture under either Exit Indenture.

SECTION 10. Remedies Upon Default . Section 16 of the Existing Repurchase Agreement is hereby amended by deleting the first sentence of such section prior to clause a. in its entirety and replacing it with the following:

In the event that an Event of Default shall have occurred, and subject to the Omnibus Master Refinancing Amendment:

SECTION 11. Repurchase Transactions . Section 18 of the Existing Repurchase Agreement is hereby amended by deleting the first sentence of such section in its entirety and replacing it with the following:

To the extent the Buyers are constituted solely of CS Buyers and any Affiliate thereof, and subject to Section 4(a), Section 4(b), Section 6 and Section 18, a Buyer may, in its sole election, engage in repurchase transactions (as “seller” thereunder) with any or all of the Purchased Mortgage Loans and/or Repurchase Assets or pledge, hypothecate, assign, transfer or otherwise convey any or all of the Purchased Mortgage Loans and/or Repurchase Assets with a counterparty of Buyers’ choice (such transaction, a “ Repledge Transaction ”).

SECTION 12. Notices and Other Communications . Section 20 of the Existing Repurchase Agreement is hereby amended by adding the following at the end of such section:

if to Barclays:

Barclays Bank PLC

745 Seventh Avenue, 5th Floor

New York, New York 10019

Attention: Joseph O’Doherty

Phone Number: 212-528-7482

E mail: joseph.o’doherty@barclays.com

with a copy to:

Barclays Bank PLC

745 Seventh Avenue, 20th Floor

New York, New York 10019

Attention: Legal Department—RMBS Warehouse Lending

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SECTION 13. Entire Agreement; Severability . Section 21 of the Existing Repurchase Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

21. Entire Agreement; Severability

This Agreement and the Administration Agreement shall supersede any existing agreements (other than the Omnibus Master Refinancing Amendment) between the parties containing general terms and conditions for repurchase transactions. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. Notwithstanding anything herein to the contrary, the Omnibus Master Refinancing Amendment shall supersede this Agreement.

SECTION 14. Assignments . Section 22.a of the Existing Repurchase Agreement is hereby amended by deleting the first sentence of such section in its entirety and replacing it with the following:

The Program Agreements are not assignable by Seller. Subject to Section 42 (Acknowledgement of Assignment and Administration of Repurchase Agreement) hereof, Administrative Agent and Buyers may from time to time assign all or a portion of their rights and obligations under this Agreement and the Program Agreements pursuant to the Administration Agreement; provided , however that Administrative Agent shall maintain, solely for this purpose as a non-fiduciary agent of Seller, for review by Seller upon written request, a register of assignees and participants (the “ Register ”) and a copy of an executed assignment and acceptance by Administrative Agent and assignee (“ Assignment and Acceptance ”), specifying the percentage or portion of such rights and obligations assigned and Seller shall only be required to deal directly with the Administrative Agent.

SECTION 15. Set-off; Netting . Section 23 of the Existing Repurchase Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

In addition to any rights and remedies of the Administrative Agent and Buyers hereunder and by law, the Administrative Agent and Buyers shall have such setoff and netting rights as set forth in more detail in the Netting Agreement.

SECTION 16. General Interpretive Principles . Section 38 of the Existing Repurchase Agreement is hereby amended by adding clause i. at the end of such section:

i. An Event of Default shall be deemed continuing unless such Event of Default has been waived in writing.

SECTION 17. Conflicts . Section 39 of the Existing Repurchase Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

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39. Conflicts

In the event of any conflict between the terms of this Agreement and any other Program Agreement, the documents shall control in the following order of priority: first, the terms of the Pricing Side Letter shall prevail, then the terms of the Administration Agreement, then the terms of this Agreement shall prevail, and then the terms of the other Program Agreements shall prevail. Notwithstanding anything herein to the contrary, the terms of the Omnibus Master Refinancing Amendment shall prevail over the terms of this Agreement and the Pricing Side Letter.

SECTION 18. Acknowledgment of Assignment and Administration of Repurchase Agreement . Section 42 of the Existing Repurchase Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

Pursuant to Section 22 (Non assignability) of this Agreement, Administrative Agent or a Buyer may sell, transfer and convey or allocate certain Purchased Mortgage Loans and the related Repurchase Assets and related Transactions to certain affiliates of Administrative Agent or of a Buyer and/or one or more CP Conduits (the “ Additional Buyers ”), subject, in all cases, to the Administration Agreement. Sellers hereby acknowledge and agree to the joinder of such Additional Buyers and the assignments and the terms and provisions set forth in the Administration Agreement. The Administrative Agent shall administer the provisions of this Agreement, subject to the terms of the Administration Agreement, for the benefit of the Buyers and any Repledgees, as applicable. For the avoidance of doubt, all payments, notices, communications and agreements pursuant to this Agreement shall be delivered to, and entered into by, the Administrative Agent for the benefit of the Buyers and/or the Repledgees, as applicable and the Buyers shall not have any direct right against the Seller under this Agreement. Furthermore, to the extent that the Administrative Agent exercises remedies pursuant to this Agreement, solely the Administrative Agent will have the right to bid on and/or purchase any of the Repurchase Assets pursuant to Section 16 (Remedies Upon Default). The benefit of all representations, rights, remedies and covenants set forth in the Agreement shall inure to the benefit of the Administrative Agent on behalf of each Buyer and Repledgees, as applicable. All provisions of the Agreement shall survive the transfers contemplated herein (including any Repledge Transactions) and in the Administration Agreement, except to the extent such provisions are modified by the Administration Agreement. In the event of a conflict between the Administration Agreement and this Agreement, the terms of the Administration Agreement shall control. All Transactions shall continue to be deemed a single Transaction and all of the Repurchase Assets shall be security for all of the Obligations hereunder, subject to the priority of payments provisions as set forth in the Administration Agreement.

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SECTION 19. Buyers Several . Section 40 of the Existing Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

40. Buyers Several . Seller, Administrative Agent and Buyers hereby acknowledge and agree that each Buyer is severally liable to the Seller for funding its respective Pro Rata Portion of the Maximum Available Purchase Price. No Buyer shall have liability to the Seller for another Buyer’s failure to perform under the terms of this Agreement

SECTION 20. Termination of Agreement . Section 41 of the Existing Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

41. Termination of Agreement. This Agreement shall remain in effect until the Termination Date. Notwithstanding the foregoing, and as long as no Event of Default has occurred and is continuing, Seller may terminate this Agreement at any time upon the failure of Administrative Agent to return any Mortgage Loan to Seller within five (5) Business Days after the payment by Seller to the Administrative Agent of the related Repurchase Price, without the payment of any penalties, breakage costs or termination fees; provided, that, for the avoidance of doubt, any outstanding Repurchase Price shall be deemed due and payable upon such Termination Date. If Seller exercises such right of termination, to the extent permitted by applicable law, Administrative Agent shall promptly reimburse Seller for the prorated amount of the Commitment Fee attributable to the number of days remaining from the date such of such termination until the Termination Date.

SECTION 21. Limited Recourse . Section 44 of the Existing Repurchase Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

44. Limited Recourse . The obligations of each party hereto under this Agreement or any other Program Agreement are solely the corporate obligations of such party. No recourse shall be had for the payment of any amount owing by any party under this Agreement, or for the payment by such party of any fee in respect hereof or any other obligation or claim of or against such party arising out of or based on this Agreement, against any stockholder, partner, member, employee, officer, director or incorporator or other authorized person of such party. In addition, notwithstanding any other provision of this Agreement, the parties agree that all payment obligations of any Buyer that is a CP Conduit under this Agreement shall be limited recourse obligations of such Buyer, payable solely from the funds of such Buyer available for such purpose in accordance with its commercial paper program documents. Each party waives payment of any amount which such Buyer that is a CP Conduit does not pay pursuant to the operation of the preceding sentence until the day which is at least one year and one day after the payment in full of the latest maturing commercial paper note (and waives any “claim” against such Buyer within the meaning of Section 101(5) of the Bankruptcy Code or any other Debtor Relief Law for any such insufficiency until such date).

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SECTION 22. Amendment and Restatement . Section 45 of the Existing Repurchase Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

45. Amendment, Restatement and Consolidation

Administrative Agent, CS Buyers and Seller entered into the Amended and Restated Master Repurchase Agreement, dated as of November 18, 2016, as amended, restated, supplemented or otherwise modified from time to time (the “ Existing Agreement ”). Barclays and Seller entered into the Amended and Restated Master Repurchase Agreement, dated as of April 23, 2015 (as amended, restated or otherwise modified from time to time, the “ Existing Barclays Repurchase Agreement ”). Administrative Agent, Buyers and the Seller desire to enter into Joinder and Amendment No. 4 to the Existing Agreement, dated as of November 30, 2017, but effective as of the Amendment Effective Date (“ Amendment No. 4 ”), in order to consolidate, amend and restate the Existing Agreement and the Existing Barclays Repurchase Agreement in their entirety. The consolidation, amendment and restatement of the Existing Agreement and the Existing Barclays Repurchase Agreement shall become effective on the Amendment Effective Date, and each of Administrative Agent, Buyers and the Seller shall hereafter be bound by the terms and conditions of the Existing Agreement as amended by Amendment No. 4 (the “ Consolidated Agreement ”) and the other Program Agreements. The Consolidated Agreement consolidates, amends and restates the terms and conditions of the Existing Agreement and the Existing Barclays Repurchase Agreement, and is not a novation of any of the agreements or obligations incurred pursuant to the terms of the Existing Agreement or the Existing Barclays Repurchase Agreement. Accordingly, all of the agreements and obligations incurred pursuant to the terms of the Existing Agreement and the Existing Barclays Repurchase Agreement are hereby ratified and affirmed by the parties hereto and remain in full force and effect. For the avoidance of doubt, it is the intent of Administrative Agent, Buyers and the Seller that the security interests and liens granted in the Purchased Assets or Repurchase Assets pursuant to Section 8 of the Existing Agreement and Section 9 of the Existing Barclays Repurchase Agreement shall continue in full force and effect. All references to the Existing Agreement in any Program Agreement or other document or instrument delivered in connection therewith shall be deemed to refer to the Consolidated Agreement and the provisions hereof.

SECTION 23. Authorized Representatives . Schedule 2 to the Existing Repurchase Agreement is hereby amended by deleting such schedule in its entirety and replacing it with Exhibit 1 attached hereto.

SECTION 24. Conditions Precedent . This Amendment shall become effective as of the Amendment Effective Date (as such term is defined in the Master Omnibus Refinancing Amendment), subject to the satisfaction of the following conditions precedent:

LEGAL02/37691473v9

24.1 Delivered Documents . On the Amendment Effective Date, the Administrative Agent on behalf of Existing Buyers and Joining Buyer shall have received the following documents, each of which shall be satisfactory to the Administrative Agent in form and substance:

(a) this Amendment, executed and delivered by the Administrative Agent, Existing Buyers, Joining Buyer, the Seller and the Prepetition Guarantor;

(b) Amendment No. 7 to Amended and Restated Pricing Side Letter, executed and delivered by the Administrative Agent, Existing Buyers, Joining Buyer, the Seller and the Prepetition Guarantor; and

SECTION 25. Representations and Warranties . Except as otherwise disclosed to Administrative Agent in writing, Seller hereby represents and warrants to the Administrative Agent, Existing Buyers and Joining Buyer that it is in compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Repurchase Agreement.

SECTION 26. Limited Effect . Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms.

SECTION 27. Severability . Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

SECTION 28. Counterparts . This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

SECTION 29. Reaffirmation of DIP Guaranty . The Prepetition Guarantor hereby ratifies and affirms all of the terms, covenants, conditions and obligations of the DIP Guaranty and acknowledges and agrees that the term “ Obligations ” as used in the DIP Guaranty shall apply to all of the Obligations of Seller to Administrative Agent, Existing Buyers and Joining Buyer under the Repurchase Agreement and Pricing Side Letter, as amended hereby.

SECTION 30. Bankruptcy Non-Petition . The parties hereby agree that they shall not institute against, or join any other person in instituting against, any Existing Buyer or Joining Buyer that is a CP Conduit any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing commercial paper note issued by the applicable CP Conduit is paid in full.

LEGAL02/37691473v9

SECTION 31. Limited Recourse . The obligations of each Existing Buyer and Joining Buyer under this Amendment or any other Program Agreement are solely the corporate obligations of such Existing Buyer or Joining Buyer, as applicable. No recourse shall be had for the payment of any amount owing by any Existing Buyer or Joining Buyer under this Amendment, or for the payment by any Existing Buyer or Joining Buyer of any fee in respect hereof or any other obligation or claim of or against such Existing Buyer or Joining Buyer arising out of or based on this Amendment, against any stockholder, partner, member, employee, officer, director or incorporator or other authorized person of such Existing Buyer or Joining Buyer, as applicable. In addition, notwithstanding any other provision of this Amendment, the Parties agree that all payment obligations of any Existing Buyer or Joining Buyer that is a CP Conduit under this Amendment shall be limited recourse obligations of such Existing Buyer or Joining Buyer payable solely from the funds of such Existing Buyer or Joining Buyer available for such purpose in accordance with its commercial paper program documents. Each party waives payment of any amount which such Existing Buyer or Joining Buyer does not pay pursuant to the operation of the preceding sentence until the day which is at least one year and one day after the payment in full of the latest maturing commercial paper note (and waives any “claim” against such Existing Buyer or Joining Buyer within the meaning of Section 101(5) of the Bankruptcy Code or any other Debtor Relief Law for any such insufficiency until such date).

SECTION 32. GOVERNING LAW . THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.

[SIGNATURE PAGE FOLLOWS]

LEGAL02/37691473v9

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the date first above written.

CREDIT SUISSE FIRST BOSTON
MORTGAGE CAPITAL LLC , as
Administrative Agent

By: /s/ Margaret Dellafera

Name: Margaret Dellafera

Title: Vice President

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH , as an Existing Buyer

By: /s/ Patrick J. Hart

Name: Patrick J. Hart

Title: Authorized Signatory

By: /s/ Elie Chau

Name: Elie Chau

Title: Authorized Signatory

ALPINE SECURITIZATION LTD , as an Existing Buyer, by Credit Suisse AG, New York
Branch as Attorney-in-Fact

By: /s/ Patrick J. Hart

Name: Patrick J. Hart

Title: Authorized Signatory

By: /s/ Elie Chau

Name: Elie Chau

Title: Authorized Signatory

BARCLAYS BANK PLC , as
Joining Buyer

By: /s/ Joseph O'Doherty

Name: Joseph O'Doherty

Title: Managing Director

Signature Page to Joinder and Amendment No. 4 to Amended and Restated Master Repurchase Agreement

DITECH FINANCIAL LLC , as Seller

By: /s/ Cheryl Collins

Name: Cheryl Collins

Title: SVP & Treasurer

Signature Page to Joinder and Amendment No. 4 to Amended and Restated Master Repurchase Agreement

WALTER INVESTMENT MANAGEMENT CORP. , as Prepetition Guarantor

By: /s/ Cheryl Collins

Name: Cheryl Collins

Title: SVP & Treasurer

Signature Page to Joinder and Amendment No. 4 to Amended and Restated Master Repurchase Agreement

EXHIBIT 1

SCHEDULE 2

AUTHORIZED REPRESENTATIVES

SELLER AUTHORIZATIONS

Any of the persons whose signatures and titles appear below are authorized, acting singly, to act for Seller under this Agreement:

Authorized Representatives for execution of Program Agreements and amendments



Name	Title	Signature
Cheryl A. Collins		/s/ Cheryl A. Collins

Authorized Representatives for execution of Transaction Requests and day-to-day operational functions



Name	Title	Signature
Cheryl A. Collins		/s/ Cheryl Collins
Joe Ruhlin		/s/ Joe Ruhlin
Heather Anderson		/s/ Heather Anderson
Rory Bluhm		/s/ Rory Bluhm
Jon Gonstead		/s/ Jon Gonstead

Exhibit 1

ADMINISTRATIVE AGENT AND BUYER AUTHORIZATIONS

Any of the persons whose signatures and titles appear below, including any other authorized officers, are authorized, acting singly, to act for Administrative Agent and/or Buyers under this Agreement:



Name	Title	Signature
Margaret Dellafera	Vice President	/s/ Margaret Dellafera
Elie Chau	Vice President	/s/ Elie Chau
Deirdre Harrington	Vice President
Robert Durden	Vice President
Ron Tarantino	Vice President
Michael Marra	Vice President

Exhibit 1

BARCLAYS AUTHORIZATIONS

Any of the persons whose signatures and titles appear below, including any other authorized officers, are authorized, acting singly, to act for Barclays under this Agreement:



Name	Title	Signature
Joseph O'Doherty	Managing Director	/s/ Joseph O'Doherty

Exhibit 1

Exhibit 10.17.6

EXECUTION COPY

AMENDMENT NO. 5
TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

Amendment No. 5 to Amended and Restated Master Repurchase Agreement, dated as of February 9, 2018, and effective as of February 12, 2018 (this “ Amendment ”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “ Administrative Agent ”), CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its CAYMAN ISLANDS BRANCH (“ CS Cayman ”), ALPINE SECURITIZATION LTD (“ Alpine ”), BARCLAYS BANK PLC (“ Barclays ”, and together with CS Cayman and Alpine, each, a “ Buyer ” and collectively, the “ Buyers ”), DITECH FINANCIAL LLC (the “ Seller ”) and DITECH HOLDING CORPORATION (formerly known as Walter Investment Management Corp.) (the “ Guarantor ”).

RECITALS

The Administrative Agent, the Buyers and the Seller are parties to that certain (a) Amended and Restated Master Repurchase Agreement, dated as of November 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “ Existing Repurchase Agreement ”; and as further amended by this Amendment, the “ Repurchase Agreement ”) and (b) Amended and Restated Pricing Side Letter, dated as of November 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “ Pricing Side Letter ”). The Guarantor is party to that certain Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the “ Guaranty ”), dated as of February 9, 2018, and effective February 12, 2018, by the Guarantor in favor of the Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement, Existing Pricing Side Letter and Guaranty, as applicable.

The Administrative Agent, the Buyers, the Seller and the Guarantor have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement. As a condition precedent to amending the Existing Repurchase Agreement, the Administrative Agent and the Buyers have required the Guarantor to ratify and affirm the Guaranty on the date hereof.

Accordingly, the Administrative Agent, the Buyers, the Seller and the Guarantor hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows:

Section 1. Definitions . Section 2 of the Existing Repurchase Agreement is hereby amended by:

(a) adding the following definitions in proper alphabetical order:

“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. For the avoidance of doubt, EEA Financial Institution shall include, but shall not be limited to, the VFN Noteholder and the Administrative Agent.

“ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“ EEA Resolution Authority ” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegate) having responsibility for the resolution of any EEA Financial Institution.

“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time, at http://www.lma.eu.com/ .

“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

SECTION 2. Contractual Recognition of UK Stay In Resolution . The Existing Repurchase Agreement is hereby amended by adding new Section 46 in its entirety to read as follows immediately following Section 45:

46. Contractual Recognition of UK Stay In Resolution

Where a resolution measure is taken in relation to any BRRD undertaking or any member of the same group as that BRRD undertaking and that BRRD undertaking or any member of the same group as that BRRD undertaking is a party to this Agreement (any such party to this Agreement being an “ Affected Party ”), each other party to this Agreement agrees that it shall only be entitled to exercise any termination right under this Agreement against the Affected Party to the extent that it would be entitled to do so under

the Special Resolution Regime if this Agreement were governed by the laws of any part of the United Kingdom.

For the purpose of this Section 46, “ resolution measure ” means a ‘crisis prevention measure’, ‘crisis management measure’ or ‘recognised third-country resolution action’, each with the meaning given in the “PRA Rulebook: CRR Firms and Non-Authorised Persons: Stay in Resolution Instrument 2015”, as may be amended from time to time (the “ PRA Contractual Stay Rules ”), provided, however, that ‘crisis prevention measure’ shall be interpreted in the manner outlined in Rule 2.3 of the PRA Contractual Stay Rules; “ Bank Recovery and Resolution Directive (“BRRD”) undertaking ”, “ group ”, “ Special Resolution Regime ” and “ termination right ” have the respective meanings given in the PRA Contractual Stay Rules.”

SECTION 3. Acknowledgement and Consent to Bail-In of EEA Financial Institutions . The Existing Repurchase Agreement is hereby amended by adding new Section 47 in its entirety to read as follows immediately following new Section 46:

47 . Acknowledgement and Consent to Bail-In of EEA Financial Institutions

(a) Notwithstanding anything to the contrary in this Agreement, any other Program Agreements or in any other agreement, arrangement or understanding among the parties to the Program Agreements, each party hereto hereby acknowledges that any liability of any EEA Financial Institution arising under this Agreement or any other Program Agreements, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(i) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(ii) the effects of any Bail-In Action on any such liability, including, if applicable:

(A) a reduction in full or in part or cancellation of any such liability;

(B) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights

with respect to any such liability under this Agreement or any other Program Agreement; or

(C) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

SECTION 4. Conditions Precedent . This Amendment shall become effective as of the date hereof (the “ Amendment Effective Date ”), subject to the satisfaction of the following conditions precedent:

4.1 Delivered Documents . On the Amendment Effective Date, the Administrative Agent on behalf of the Buyers shall have received the following documents, each of which shall be satisfactory to the Administrative Agent in form and substance:

(a) this Amendment, executed and delivered by the Administrative Agent, the Buyers, the Seller and the Guarantor;

(b) such other documents as the Administrative Agent or counsel to the Administrative Agent may reasonably request.

SECTION 5. Representations and Warranties . The Seller hereby represents and warrants to the Buyers and the Administrative Agent that it is in compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Repurchase Agreement.

SECTION 6. Severability . Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

SECTION 7. Counterparts . This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

SECTION 8. Reaffirmation of Guaranty . The Guarantor hereby ratifies and affirms all of the terms, covenants, conditions and obligations of the Guaranty and acknowledges and agrees that the term “ Obligations ” as used in the Guaranty shall apply to all of the Obligations of the Seller to the Administrative Agent and the Buyers under the Repurchase Agreement and Pricing Side Letter, as amended hereby.

SECTION 9. GOVERNING LAW . THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the date first above written.

CREDIT SUISSE FIRST BOSTON
MORTGAGE CAPITAL LLC , as
Administrative Agent

By: /s/ Margaret Dellafera

Name: Margaret Dellafera

Title: Vice President

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH , as a Buyer

By: /s/ Erin McCutcheon

Name: Erin McCutcheon

Title: Authorized Signatory

By: /s/ Elie Chau

Name: Elie Chau

Title: Authorized Signatory

ALPINE SECURITIZATION LTD , as a Buyer, by Credit Suisse AG, New York
Branch as Attorney-in-Fact

By: /s/ Erin McCutcheon

Name: Erin McCutcheon

Title: Director

By: /s/ Elie Chau

Name: Elie Chau

Title: Authorized Signatory

Signature Page to Amendment No. 5 to Amended and Restated Master Repurchase Agreement

BARCLAYS BANK PLC , as
a Buyer

By: /s/ Joseph O'Doherty

Name: Joseph O'Doherty

Title: Managing Director

Signature Page to Amendment No. 5 to Amended and Restated Master Repurchase Agreement

DITECH FINANCIAL LLC , as Seller

By: /s/ Cheryl Collins

Name: Cheryl Collins

Title: SVP & Treasurer

Signature Page to Amendment No. 5 to Amended and Restated Master Repurchase Agreement

DITECH HOLDING CORPORATION , as Guarantor

By: /s/ Cheryl Collins

Name: Cheryl Collins

Title: SVP & Treasurer

Signature Page to Amendment No. 5 to Amended and Restated Master Repurchase Agreement

Exhibit 10.17.7

EXECUTION VERSION

GUARANTY

THIS GUARANTY, dated as of February 9, 2018 (as amended, restated, supplemented, or otherwise modified from time to time, this “ Guaranty ”), is made by Ditech Holding Corporation (formerly known as Walter Investment Management Corp.), a Maryland corporation (the “ Guarantor ”), in favor of Credit Suisse First Boston Mortgage Capital LLC as administrative agent (the “ Administrative Agent” ) for the benefit of Buyer Parties (defined below).

RECITALS

The Administrative Agent entered into that certain Amended and Restated Master Repurchase Agreement, by and among Administrative Agent, Credit Suisse AG, a company incorporated in Switzerland, acting through its Cayman Islands Branch (“ CS Cayman ”), Alpine Securitization LTD (“ Alpine ” and together with CS Cayman, “ CS Buyers ”), Barclays Bank PLC (“ Barclays ”, and together with the CS Buyers, the “ Buyers ”), and Ditech Financial LLC (“ Seller ”), dated as of November 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “ Repurchase Agreement ”).

On or about November 30, 2017, Walter Investment Management Corp. filed a case under Chapter 11 of the Bankruptcy Code styled as In re Walter Investment Management Corp., Case No. 17-13446-jlg.

It is a condition precedent to continuing Transactions on and after the Plan Effective Date and the obligation of the Administrative Agent on behalf of Buyers to enter into future Transactions under the Repurchase Agreement that the Guarantor shall have executed and delivered this Guaranty to the Administrative Agent for the benefit of Buyer Parties.

NOW, THEREFORE, in consideration of the foregoing premises, to induce the Administrative Agent and Buyers to continue to enter into Transactions under the Repurchase Agreement, the Guarantor hereby agrees with the Administrative Agent and Buyers, as follows:

1. Defined Terms .

(a) Unless otherwise defined herein, capitalized terms which are defined in the Repurchase Agreement and used herein are so used as so defined.

(b) For purposes of this Guaranty, “ Bankruptcy Code ” shall mean title 11 of the United States Code, 11 U.S.C. § 101, et seq ., as amended from time to time.

(c) For purposes of this Guaranty, “ Bankruptcy Court ” shall mean the United States Bankruptcy Court for the Southern District of New York having jurisdiction over the Case or any other court having jurisdiction over the Case, including, to the extent of the withdrawal of any reference under 28 U.S.C. § 157, the United States District Court for the Southern District of New York.

LEGAL02/37795261v9

(d) For purposes of this Guaranty, “ Buyers ” shall mean CS Cayman, Alpine, Barclays and each Buyer identified by the Administrative Agent from time to time pursuant to the Administration Agreement, and “Buyer Parties” shall mean the Administrative Agent and the Buyers.

(e) For purposes of this Guaranty, “ Credit Agreement ” shall mean that certain Second Amended and Restated Credit Agreement dated as of February 9, 2018, among Guarantor, as borrower, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch as administrative agent and collateral agent as it may be amended, supplemented or otherwise modified (including, without limitation, by a waiver of any terms thereof) from time to time. To the extent provisions of the Credit Agreement are incorporated by reference and such provisions use other defined terms set forth in the Credit Agreement, such defined terms are hereby incorporated by reference as well; provided , that if any such provisions or defined terms are subsequently amended or modified, the provisions and defined terms that are incorporated by reference shall be deemed to be such amended or modified provisions and defined terms. Notwithstanding that the Credit Agreement may be terminated, the provisions incorporated by reference into this Guaranty shall survive and continue to bind the Guarantor hereunder.

(f) For purposes of this Guaranty, “ Obligations ” shall mean all obligations and liabilities of the Seller (in whatever capacity it acts) under the Repurchase Agreement or other Program Agreements to the Administrative Agent and Buyers, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, or out of or in connection with the Repurchase Agreement and any other Program Agreements, and any other document made, delivered or given in connection therewith or herewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, interest and fees that accrue after the commencement by or against Seller or Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, and all fees and disbursements of counsel to the Administrative Agent and Buyers that are required to be paid by a party to the Transactions pursuant to the terms of the Program Agreements and costs of enforcement of this Guaranty) or otherwise. “ Debtor Relief Law ” means any law, administration, or regulation relating to reorganization, winding up, administration, composition or adjustment of debts or otherwise relating to bankruptcy or insolvency.

2. Guaranty .

(a) The Guarantor hereby unconditionally and irrevocably guarantees to the Administrative Agent for the benefit of Buyer Parties the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. The Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, with a notice to Guarantor (provided failure to give notice will not affect the validity of such extension or renewal) but without further assent from it, and it will remain bound upon this Guaranty notwithstanding any extension or renewal of any Obligation. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations

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LEGAL02/37795261v9

hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any comparable provisions of any similar federal or state law.

(b) The Guarantor further agrees to pay any and all expenses (including, without limitation, all fees and disbursements of counsel) which may be paid or incurred by the Administrative Agent or Buyers in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the later of (i) the termination of the Repurchase Agreement or (ii) the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations.

The Guarantor further agrees that this Guaranty constitutes a guaranty of performance and of payment when due and not just of collection, and waives, to the extent permitted by applicable law, any right to require that any resort be had by the Administrative Agent or any Buyer to any security held for payment of the Obligations or to any balance of any deposit, account or credit on the books of any Person.

(c) No payment or payments made by the Seller or any other Person or received or collected by the Administrative Agent from the Seller or any other Person by virtue of any action or proceeding or any set-off or appropriation or application, at any time or from time to time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment or payments, remain liable for the amount of the Obligations until the Obligations are paid in full.

(d) Guarantor agrees that whenever, at any time, or from time to time, the Guarantor shall make any payment to the Administrative Agent for the benefit of Buyer Parties on account of the Guarantor’s liability hereunder, the Guarantor will notify the Administrative Agent in writing that such payment is made under this Guaranty for such purpose.

3. Right of Set-off . The Administrative Agent on behalf of Buyer Parties is hereby irrevocably authorized at any time and from time to time without prior notice to the Guarantor, any such notice being hereby waived by the Guarantor, to set off and appropriate and apply any and all monies and other property of the Guarantor, deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Administrative Agent and Buyers or any affiliate thereof to or for the credit or the account of the Guarantor, or any part thereof in such amounts as the Administrative Agent on behalf of Buyer Parties may elect, on account of the Obligations and liabilities of the Guarantor hereunder and claims of every nature and description of the Administrative Agent on behalf of Buyer Parties against the Guarantor, in any currency, whether arising hereunder, under the Repurchase Agreement and the other Program Agreements or otherwise, as the Administrative Agent on behalf of Buyer Parties may elect, whether or not the Administrative Agent has made any demand for payment and although such Obligations and liabilities and claims may be contingent or unmatured. The Administrative Agent shall notify the Guarantor promptly after exercise of any such set-off and the

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LEGAL02/37795261v9

application made by the Administrative Agent on behalf of Buyer Parties, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent on behalf of Buyer Parties under this paragraph are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or Buyers may have.

4. Subrogation . Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Administrative Agent or Buyers, the Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or Buyers against the Seller or any other guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or Buyers for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Seller or any other guarantor in respect of payments made by the Guarantor hereunder, until all amounts owing to the Administrative Agent or Buyers by the Seller on account of the Obligations are paid in full and the Repurchase Agreement and the other Program Agreements are terminated. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amounts shall be held by the Guarantor in trust for the Administrative Agent, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Administrative Agent in the exact form received by the Guarantor (duly indorsed by the Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

5. Amendments, etc. with Respect to the Obligations . Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without prior notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by the Administrative Agent may be rescinded by the Administrative Agent, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or Buyers, and the Repurchase Agreement and the other Program Agreements, and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Administrative Agent shall have no obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or any property subject thereto. When making any demand hereunder against the Guarantor, the Administrative Agent may, but shall be under no obligation to, make a similar demand on the Seller or any other guarantor, and any failure by the Administrative Agent to make any such demand or to collect any payments from the Seller or any such other guarantor or any release of the Seller or such other guarantor shall not relieve the Guarantor of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or

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as a matter of law, of the Administrative Agent or Buyers against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

6. Guaranty Absolute and Unconditional .

(a) Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between the Seller or the Guarantor, on the one hand, and the Administrative Agent on behalf of Buyer Parties, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Seller or the Guarantor with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity or enforceability of the Repurchase Agreement and the other Program Agreements, any of the Obligations or any lien on the collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, (ii) any defense, set-off or counterclaim which may at any time be available to or be asserted by the Seller against the Administrative Agent or Buyers, (iii) any defense Guarantor has to performance hereunder and any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller for the Obligations, or of the Guarantor under this Guaranty, in bankruptcy or in any other instance, (iv) the benefit of any statute of limitations affecting the Guarantor's liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to the Guarantor's liability hereunder, or (v) any defense arising by reason of or deriving from (1) any claim or defense based upon an election of remedies by the Administrative Agent, such as nonjudicial foreclosure, or (2) any election by the Administrative Agent under Section 1111(b) of the Bankruptcy Code, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantor. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent may, but shall be under no obligation, to pursue such rights and remedies that they may have against the Seller or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent on behalf of Buyer Parties against the Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and their successors and assigns thereof, and shall inure to the benefit of the Administrative Agent, the Buyers and their respective successors, indorsees, transferees and assigns,

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until all the Obligations and the obligations of the Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Repurchase Agreement and the other Program Agreements, the Seller may be free from any Obligations.

(b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and Buyers as follows:

(i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent and Buyers any claim or defense based upon, an election of remedies by the Administrative Agent and Buyers which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Seller or any other guarantor for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Seller, against any other guarantor, or against any other person or security.

(ii) Guarantor is presently informed of the financial condition of the Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the Seller’s financial condition, the status of other guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent for such information and will not rely upon the Administrative Agent for any such information. Absent a written request for such information by the Guarantor to the Administrative Agent, Guarantor hereby waives its right, if any, to require the Administrative Agent to disclose to Guarantor any information which the Administrative Agent may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.

(iii) Guarantor has independently reviewed the Repurchase Agreement, and the other Program Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to the Administrative Agent, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Seller or any other guarantor to the Administrative Agent, now or at any time and from time to time in the future.

7. Reinstatement . This Guaranty shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Seller or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Seller or any substantial part of its property, or otherwise, all as though such payments had not been made.

8. Payments . Guarantor hereby agrees that the Obligations will be paid to the Administrative Agent without set-off or counterclaim in U.S. Dollars.

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9. Representations and Warranties . Guarantor makes and represents to Administrative Agent and Buyers as of the date hereof and as of each Purchase Date for any Transaction under the Repurchase Agreement and the other Program Agreements, the following representations and warranties:

(a) The Guarantor (i) is a duly organized and validly existing corporation in good standing under the laws of the State of Maryland, (ii) has the corporate power and authority to own its property and assets and to transact the business in which it is engaged and presently proposes to engage and (iii) is duly qualified and is authorized to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its property or the conduct of its business requires such qualifications, unless such failure is not reasonably likely (either individually or in the aggregate) to cause a Material Adverse Effect.

(b) The execution, delivery and performance of this Guaranty (i) have been duly authorized by all necessary limited liability company action on the part of Guarantor, (ii) will not violate any provision of applicable law, statue, rule or regulation or any order, writ, injunction or decree of any court or Governmental Authority applicable to Guarantor, (iii) will not violate any provision of the organizational documents of Guarantor, (iv) will not violate or result in a default under any provision of any indenture, material agreement, bond, note or other similar material instrument to which Guarantor is a party or by which Guarantor or any of its properties or assets are bound, and (v) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any properties or assets of Guarantor.

(c) This Guaranty when executed will constitute the legal, valid and binding obligation of Guarantor, enforceable in accordance with its terms, subject (i) as to the enforcement of remedies, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and (ii) to general principles of equity.

(d) Guarantor will realize a direct economic benefit as a result of the amounts paid by Administrative Agent to Seller pursuant to the Repurchase Agreement and the other Program Agreements.

10. Reserved .

11. Negative Covenants . Guarantor covenants and agrees with Administrative Agent and Buyers that, during the term of the Repurchase Agreement it will make those covenants and agreements with Administrative Agent and Buyers as set forth in Sections 6.03, 6.07, 6.08 and 6.09 of the Credit Agreement which are hereby incorporated by reference, mutatis mutandis . When making those covenants and agreements set forth in the Credit Agreement with the Administrative Agent and Buyers under this Guaranty, the defined terms used therein unless modified hereunder shall have the meanings set forth in the Credit Agreement and section references and references to schedules and exhibits shall refer to those sections, schedules and exhibits in the Credit Agreement. To the extent provisions of the Credit Agreement are incorporated by reference and such provisions use other defined terms set forth in the Credit Agreement, such defined terms are hereby incorporated by reference as well. Notwithstanding that the Credit Agreement may be terminated, the provisions

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incorporated by reference into this Guaranty shall survive and continue to bind the Guarantor hereunder. Notwithstanding the foregoing, the following defined terms used in Article 6 of the Credit Agreement and sections in Article 6 of the Credit Agreement shall have the following meanings and/or usages and are hereby amended as follows under the Program Agreements:


•	“Borrower” shall mean “Guarantor”.


•	The reference to the term “Closing Date” in the definition of Unrestricted Subsidiary (as used in Article 6) shall mean the “Closing Date” as defined in the Credit Agreement.


•	The use of the terms “Default” and “Event of Default” in Section 6.03 of the Credit Agreement as incorporated herein by reference shall mean a Default or Event of Default under the Credit Agreement and a Default or Event of Default solely related to Section 15(o)( Guarantor Breach ) of the Repurchase Agreement.


•	All references to restrictions on dividends imposed on any Person other than the Guarantor shall be deemed deleted.

12. Credit Agreement . Guarantor shall promptly provide to Administrative Agent all amendments, waivers, modifications and supplements to the Credit Agreement; provided , however , that the obligations under this Section 12 will be deemed to be satisfied by Guarantor through arranging for Administrative Agent to receive automatic email notifications from Guarantor with respect to such items.

13. Event of Default . If an Event of Default under the Repurchase Agreement shall have occurred and be continuing (subject to any applicable cure period), the Guarantor agrees that, as between the Guarantor and Administrative Agent, the Obligations under the Repurchase Agreement and other Program Agreements may be declared to be due for purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any such declaration as against Seller and that, in the event of any such declaration (or attempted declaration), such Obligations shall forthwith become due by the Guarantor for purposes of this Guaranty.

14. Severability . Any provision of this Guaranty which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

15. Headings . The paragraph headings used in this Guaranty are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

16. No Waiver; Cumulative Remedies . The Administrative Agent shall not by any act (except by a written instrument pursuant to paragraph 17 hereof), delay, indulgence, omission

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or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Administrative Agent would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights or remedies provided by law.

17. Waivers and Amendments; Successors and Assigns; Governing Law . None of the terms or provisions of this Guaranty may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Guarantor and the Administrative Agent on behalf of Buyer Parties, provided that any provision of this Guaranty may be waived by the Administrative Agent on behalf of Buyer Parties in a letter or agreement executed by the Administrative Agent or by facsimile or electronic transmission from the Administrative Agent. This Guaranty shall be binding upon the successors and assigns of the Guarantor and shall inure to the benefit of the Administrative Agent on behalf of Buyer Parties and its respective successors and assigns. Administrative Agent has the sole, exclusive and non-delegable right and power to enforce this Agreement, the Repurchase Agreement, and any other Program Agreement against the Guarantor, as agent for the other Buyers notwithstanding any term, conditions or provision of this Guaranty or any other Program Agreement to the contrary.

18. Notices . Any and all notices, statements, demands or other communications hereunder may be given by a party to the other by mail, email, facsimile, messenger or otherwise to the address specified below, or so sent to such party at any other place specified in a notice of change of address hereafter received by the other. All notices, demands and requests hereunder may be made orally, to be confirmed promptly in writing, or by other communication as specified in the preceding sentence. In all cases, to the extent that the related individual set forth in the respective “Attention” line is no longer employed by the respective Person, such notice may be given to the attention of a Responsible Officer of the respective Person or to the attention of such individual or individuals as subsequently notified in writing by a Responsible Officer of the respective Person.

If to Guarantor:

Ditech Holding Corporation

1100 Virginia Drive, Suite 100A

Fort Washington, PA 19034

Attention: General Counsel

Telephone: (207) 419-6297

If to Administrative Agent:

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Credit Suisse First Boston Mortgage Capital LLC
c/o Credit Suisse Securities (USA) LLC
Eleven Madison Avenue, 4th Floor
Attention: Margaret Dellafera
New York, New York 10010
Phone Number: 212‑325‑6471
Fax Number: 212‑743‑4810
E‑mail: margaret.dellafera@credit ‑suisse.com

with a copy to:

Credit Suisse First Boston Mortgage Capital LLC
c/o Credit Suisse Securities (USA) LLC
One Madison Avenue, 9th Floor
New York, NY 10010
Attention: Legal Department—RMBS Warehouse Lending
Fax Number: (212) 322‑2376

If to Barclays:

Barclays Bank PLC

745 Seventh Avenue, 5th Floor

New York, New York 10019

Attention: Joseph O’Doherty

Phone Number: 212-528-7482

E mail: joseph.o’doherty@barclays.com

with a copy to:

Barclays Bank PLC

745 Seventh Avenue, 20th Floor

New York, New York 10019

Attention: Legal Department—RMBS Warehouse Lending

19. Reserved .

20. Jurisdiction .

(a) THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

(b) GUARANTOR HEREBY WAIVES TRIAL BY JURY. GUARANTOR HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY

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COURT OF THE STATE OF NEW YORK, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, ARISING OUT OF OR RELATING TO THE PROGRAM AGREEMENTS IN ANY ACTION OR PROCEEDING. GUARANTOR HEREBY SUBMITS TO, AND WAIVES ANY OBJECTION IT MAY HAVE TO, EXCLUSIVE PERSONAL JURISDICTION AND VENUE IN THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WITH RESPECT TO ANY DISPUTES ARISING OUT OF OR RELATING TO THE PROGRAM AGREEMENTS. GUARANTOR ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE ADMINISTRATIVE AGENT THAT THE PROVISIONS OF THIS SECTION 19 CONSTITUTE A MATERIAL INDUCEMENT UPON WHICH THE ADMINISTRATIVE AGENT HAS RELIED, IS RELYING AND WILL RELY IN ENTERING INTO THIS GUARANTY. GUARANTOR MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 19 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE ADMINISTRATIVE AGENT TO THE WAIVER OF ITS RIGHTS TO TRIAL BY JURY. THE ADMINISTRATIVE AGENT OR THE BUYERS MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 19 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE GUARANTOR TO THE WAIVER OF ITS RIGHTS TO TRIAL BY JURY.

21. Integration . This Guaranty represents the agreement of the Guarantor with respect to the subject matter hereof and there are no promises or representations by the Seller or Guarantor relative to the subject matter hereof not reflected herein.

22. Obligations Independent . The obligations of the Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Obligations. A separate action may be brought against the Guarantor to enforce this Guaranty whether or not the Seller or any other person or entity is joined as a party.

23. Stay of Acceleration . If acceleration of the time for payment of any amount payable by Seller under the Repurchase Agreement and the other Program Agreements is stayed upon the insolvency or bankruptcy or reorganization of Seller, all such amounts otherwise subject to acceleration under the terms of such document shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the Administrative Agent.

24. Acknowledgments . Guarantor hereby acknowledges that:

(a) Guarantor has been advised by counsel in the negotiation, execution and delivery of this Guaranty and the other Program Agreements;

(b) the Administrative Agent does not have any fiduciary relationship to the Guarantor, and the relationship between the Administrative Agent and the Guarantor is solely that of surety and creditor; and

(c) no joint venture exists between the Administrative Agent, Buyers and the Guarantor or among the Administrative Agent, Buyers, the Seller and the Guarantor.

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25. Intent . This Guaranty is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Repurchase Agreement and the other Program Agreements and Transactions thereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.

[Signature pages follow]

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IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be duly executed and delivered as of the date first above written.

Ditech Holding Corporation, as Guarantor

By: Cheryl Collins

Name: Cheryl Collins

Title: Senior Vice President & Treasurer

Signature Page to the Guaranty (Ditech)

Exhibit 10.17.8

EXECUTION DRAFT

AMENDMENT NO. 6
TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

Amendment No. 6 to Amended and Restated Master Repurchase Agreement, dated as of March 29, 2018 (this “ Amendment ”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “ Administrative Agent ”), CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its CAYMAN ISLANDS BRANCH (“ CS Cayman ”), ALPINE SECURITIZATION LTD (“ Alpine ”), BARCLAYS BANK PLC (“ Barclays ”, and together with CS Cayman and Alpine, each, a “ Buyer ” and collectively, the “ Buyers ”), DITECH FINANCIAL LLC (the “ Seller ”) and DITECH HOLDING CORPORATION (formerly known as Walter Investment Management Corp.) (the “ Guarantor ”).

RECITALS

The Administrative Agent, the Buyers and the Seller are parties to that certain (a) Amended and Restated Master Repurchase Agreement, dated as of November 18, 2016 (as amended, restated, supplemented or otherwise modified as of the date hereof, the “ Existing Repurchase Agreement ”; and as further amended by this Amendment, the “ Repurchase Agreement ”) and (b) Amended and Restated Pricing Side Letter, dated as of November 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “ Pricing Side Letter ”). The Guarantor is party to that certain Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the “ Guaranty ”), dated as of February 9, 2018, by the Guarantor in favor of the Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement, and if not defined therein, shall have the meanings given to them in the Guaranty.

Section 1. Reports .

(a) Section 17(b)(3) of the Existing Repurchase Agreement is hereby amended by inserting the text “(or, with respect to the fiscal year ending December 31, 2017, one hundred twenty (120))” immediately after the phrase “as soon as available and in any event within ninety (90)”.

WEIL:\96503818\3\79607.0005

(b) Section 17(b)(6)(a) of the Existing Repurchase Agreement is hereby amended by inserting the text “(or, with respect to the year ending December 31, 2017, one hundred twenty (120))” immediately after the phrase “no later than ninety (90)”.

SECTION 2. Conditions Precedent to All Transactions .

(a) Section 10(b)(2) of the Existing Repurchase Agreement is hereby deleted in its entirety and replaced with the following:

“ (2) No Default. No uncured Event of Default or uncured Default under this Agreement shall exist. For the avoidance of doubt, Seller’s or Guarantor’s failure to deliver financial statements for the fiscal period ending December 31, 2017 by no later than 90 calendar days after the end of such fiscal period shall not constitute a Default hereunder; provided that Seller or Guarantor shall deliver such financial statements by no later than 120 days after the end of such fiscal period in accordance with Sections 17(b)(3) and 17(b)(6) hereof, and to the extent not delivered by such 120th day, such failure shall constitute a Default hereunder.”

SECTION 3. Conditions Precedent to Effectiveness . This Amendment shall become effective as of the date hereof (the “ Amendment Effective Date ”), subject to the satisfaction of the following conditions precedent:

3.1 Delivered Documents . On the Amendment Effective Date, the Administrative Agent on behalf of the Buyers shall have received the following documents, each of which shall be satisfactory to the Administrative Agent in form and substance:

(a) this Amendment, executed and delivered by the Administrative Agent, the Buyers, the Seller and the Guarantor;

(b) such other documents as the Administrative Agent or counsel to the Administrative Agent may reasonably request.

SECTION 4. Representations and Warranties . The Seller hereby represents and warrants to the Buyers and the Administrative Agent that it is in compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Repurchase Agreement.

SECTION 5. Severability . Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

SECTION 6. Counterparts . This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

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SECTION 7. Reaffirmation of Guaranty . The Guarantor hereby ratifies and affirms all of the terms, covenants, conditions and obligations of the Guaranty and acknowledges and agrees that the term “ Obligations ” as used in the Guaranty shall apply to all of the Obligations of the Seller to the Administrative Agent and the Buyers under the Repurchase Agreement and Pricing Side Letter, as amended hereby.

SECTION 8. Acknowledgement of Certain Accounting Matters. The Administrative Agent and each Buyer hereby acknowledge that Seller’s financial statements for the month ending February 28, 2018 (the “ February 2018 Financials ”) may not reflect all of the impacts of fresh start accounting provided for under GAAP in connection with Guarantor’s emergence on February 9, 2018 from its case filed under Chapter 11 of the Bankruptcy Code. The Administrative Agent and each Buyer further acknowledge and agree that any such nonconformity with fresh start accounting with respect to the February 2018 Financials shall not constitute a breach of any representation, warranty or covenant under the Agreement. For the avoidance of doubt, the parties hereto acknowledge and agree that this Section 8 shall only apply with respect to the February 2018 Financials and shall not operate as a waiver or other modification of Seller’s or Guarantor’s obligation to comply with fresh start accounting in accordance with GAAP with respect to any other financial statements delivered under the Agreement.

SECTION 9. GOVERNING LAW . THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the date first above written.

CREDIT SUISSE FIRST BOSTON
MORTGAGE CAPITAL LLC , as
Administrative Agent

By: /s/ Margaret D. Dellafera

Name: Margaret D. Dellafera

Title: Authorized Signer

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH , as a Buyer

By: /s/ Margaret D. Dellafera

Name: Margaret D. Dellafera


Title: Authorized Signer

By: /s/ Elie Chau

Name: Elie Chau

Title: Authorized Signatory

ALPINE SECURITIZATION LTD , as a Buyer, by Credit Suisse AG, New York
Branch as Attorney-in-Fact

By: /s/ Erin McCutcheon

Name: Erin McCutcheon

Title: Director

By: /s/ Elie Chau

Name: Elie Chau

Title: Authorized Signatory

Signature Page to Amendment No. 6 to Amended and Restated Master Repurchase Agreement

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BARCLAYS BANK PLC , as
a Buyer

By: /s/ Joseph O'Doherty______________

Name: Joseph O'Doherty

Title: Managing Director

Signature Page to Amendment No. 6 to Amended and Restated Master Repurchase Agreement

WEIL:\96503818\3\79607.0005

DITECH FINANCIAL LLC , as Seller

By: /s/ Cheryl A. Collins

Name: Cheryl A. Collins

Title: SVP & Treasurer

Signature Page to Amendment No. 6 to Amended and Restated Master Repurchase Agreement

WEIL:\96503818\3\79607.0005

DITECH HOLDING CORPORATION , as Guarantor

By: /s/ Cheryl A. Collins

Name: Cheryl A. Collins

Title: SVP & Treasurer

Signature Page to Amendment No. 6 to Amended and Restated Master Repurchase Agreement

WEIL:\96503818\3\79607.0005

Exhibit 10.25.1

EXECUTION

SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as administrative agent
(“ Administrative Agent ”),

CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its CAYMAN ISLANDS BRANCH (“ CS Cayman ”, a “ Committed Buyer ” and a “ Buyer ”), ALPINE SECURITIZATION LTD (“ Alpine ” and a “ Buyer ”), BARCLAYS BANK PLC (“ Barclays ”, a “ Committed Buyer ” and a “ Buyer ”), and other Buyers from time to time (“ Buyers ”),

REVERSE MORTGAGE SOLUTIONS, INC., as seller (“ Seller ”),

RMS REO CS, LLC (“ CS REO Subsidiary ”), and

RMS REO BRC, LLC (the “ Barclays REO Subsidiary ”).

Dated November 30, 2017 but effective as of the Amendment Effective Date

LEGAL02/37648106v16

TABLE OF CONTENTS

Page


1.	Applicability........................................................................................................ 2


2.	Definitions........................................................................................................... 3


3.	Program; Initiation of Transactions................................................................... 23


4.	Repurchase; Conversion to REO Property........................................................ 25


5.	Price Differential............................................................................................... 26


6.	Margin Maintenance......................................................................................... 27


7.	Income Payments.............................................................................................. 27


8.	Security Interest................................................................................................ 28


9.	Payment and Transfer....................................................................................... 32


10.	Conditions Precedent........................................................................................ 32


11.	Program; Costs................................................................................................. 34


12.	Servicing........................................................................................................... 37


13.	Representations and Warranties........................................................................ 39


14.	Covenants......................................................................................................... 44


15.	Events of Default.............................................................................................. 50


16.	Remedies Upon Default.................................................................................... 53


17.	Reports.............................................................................................................. 56


18.	Repurchase Transactions.................................................................................. 58


19.	Single Agreement............................................................................................. 59


20.	Notices and Other Communications................................................................ 59


21.	Entire Agreement; Severability........................................................................ 61


22.	Non assignability.............................................................................................. 62


23.	Set‑off; Netting................................................................................................ 63

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24.	Binding Effect; Governing Law; Jurisdiction.................................................. 63


25.	No Waivers, Etc............................................................................................... 63


26.	Intent................................................................................................................ 63


27.	Disclosure Relating to Certain Federal Protections......................................... 64


28.	Power of Attorney............................................................................................ 65


29.	Buyers May Act Through Administrative Agent............................................. 65


30.	Indemnification; Obligations........................................................................... 65


31.	Counterparts..................................................................................................... 66


32.	Confidentiality.................................................................................................. 66


33.	Recording of Communications......................................................................... 68


34.	Periodic Due Diligence Review........................................................................ 68


35.	Authorizations................................................................................................... 69


36.	Acknowledgment of Assignment and Administration of Repurchase Agreement. 69


37.	Acknowledgement Of Anti‑Predatory Lending Policies.................................. 69


38.	Documents Mutually Drafted........................................................................... 69


39.	General Interpretive Principles......................................................................... 70


40.	Conflicts............................................................................................................ 70


41.	Bankruptcy Non-Petition.................................................................................. 70


42.	Limited Recourse.............................................................................................. 71


43.	Nominee............................................................................................................ 71


44.	Termination of Agreement................................................................................ 71


45.	Seller Parties Joint and Several; Buyers Several.............................................. 72


46.	Amendment and Restatement........................................................................... 73

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SCHEDULES

Schedule 1-A – Representations and Warranties with Respect to Transaction Mortgage Loans

Schedule 1-B – Representations and Warranties with Respect to REO Subsidiary Interests

Schedule 1-C – Representations and Warranties with Respect to REO Property

Schedule 1-D – Representations and Warranties with Respect to GNMA HMBS


Schedule 2 –	Authorized Representatives

EXHIBITS


Exhibit A –	Reserved


Exhibit B –	Form of Trade Assignment


Exhibit C –	Reserved


Exhibit D –	Form of Seller Party Power of Attorney


Exhibit E –	Reserved


Exhibit F –	Reserved


Exhibit G –	Seller’s and REO Subsidiaries’ Tax Identification Number


Exhibit H –	Reserved


Exhibit I –	Reserved


Exhibit J –	Form of Servicer Notice

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This is a SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of November 30, 2017, but effective as of the Amendment Effective Date (as defined in the Omnibus Master Refinancing Amendment) by and among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “ Administrative Agent ”), on behalf of Buyers, including but not limited to CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its CAYMAN ISLANDS BRANCH (“ CS Cayman ”), ALPINE SECURITIZATION LTD (“ Alpine ” and together with CS Cayman, “ CS Buyers ”) and BARCLAYS BANK PLC (“ Barclays ”, and together with CS Buyers, the “ Buyers ” or “ Committed Buyers ”), REVERSE MORTGAGE SOLUTIONS, INC. (the “ Seller ”), RMS REO CS, LLC (the “ CS REO Subsidiary ”) and RMS REO BRC, LLC (the “ Barclays REO Subsidiary ”, and, together with the CS REO Subsidiary, the “ REO Subsidiaries ”) and together with the Seller, each a “ Seller Party ” and collectively, the “ Seller Parties ”).

The Administrative Agent, CS Buyers and the Seller Parties previously entered into an Amended and Restated Master Repurchase Agreement, dated as of February 21, 2017 (as amended, restated, modified and/or supplemented from time to time, the “ Existing CS Repurchase Agreement ”), which amended and restated that certain Master Repurchase Agreement, dated as of February 23, 2016;

Barclays and RMS previously entered into that certain Amended and Restated Master Repurchase Agreement, dated as of May 22, 2017 (as amended, restated, modified and/or supplemented from time to time, the “ Existing Barclays Repurchase Agreement ” and, together with the Existing CS Repurchase Agreement, the “ Existing Repurchase Agreements ”).

As a condition precedent to amending, restating and consolidating the Existing Repurchase Agreements, the Administrative Agent and Buyers have required the Prepetition Guarantor to deliver the DIP Guaranty on the date hereof and, as a condition subsequent, to deliver the Exit Guaranty from the Reorganized Guarantor in favor of Administrative Agent for the benefit of Buyers, as set forth in more detail herein (as each capitalized term is defined herein).

Pursuant to the Administration Agreement (as defined herein), (a) CS Buyers sold and assigned a portion of their respective right, title and interest in the Transactions under the Existing CS Repurchase Agreement to Barclays, (b) Barclays sold and assigned a portion of its right, title and interest in the transactions under the Existing Barclays Repurchase Agreement to CS Buyers, and (c) Credit Suisse First Boston Mortgage Capital LLC was retained as Administrative Agent hereunder;

Following such sales and assignments under the Administration Agreement, Barclays shall hold the Barclays Pro Rata Portion and CS Buyers shall hold the CS Pro Rata Portion in the Transactions and related Repurchase Assets under this Agreement.

The parties hereto have requested that the Existing CS Repurchase Agreement and Existing Barclays Repurchase Agreement be consolidated, amended and restated, in their entirety, on the terms and subject to the conditions set forth herein;

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NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Applicability

a. On the initial Purchase Date, Administrative Agent purchased the CS Certificate (as defined herein) from the Seller in connection with the Transaction on such date, with a simultaneous agreement by Administrative Agent to transfer to Seller the Certificate at a date certain, against the transfer of funds by Seller, in an amount equal to the related Repurchase Price. On the initial purchase date of the Existing Barclays Repurchase Agreement, Barclays purchased the Barclays Certificate and, on the date hereof, assigned it to the Administrative Agent for the benefit of the Buyers. From time to time the parties hereto may enter into Transactions in which Seller agrees to initiate (a) the purchase of Transaction Mortgage Loans and/or (b) the purchase of GNMA HMBS and/or (c) the transfer of REO Properties to an REO Subsidiary, against the transfer of funds by Administrative Agent on behalf of Buyers to Seller in an amount equal to the Purchase Price of the related Transaction Mortgage Loan in the case of clause (a) above, in an amount equal to the Purchase Price of the related GNMA HMBS in the case of clause (b) above, or the Purchase Price Increase as the result of the increase in value with respect to the REO Properties transferred to an REO Subsidiary in the case of clause (c) above, as applicable, with a simultaneous agreement by Administrative Agent on behalf of Buyers to (x) transfer to Seller such Mortgage Loans on a servicing released basis at a date certain or on demand upon payment by Seller of the Repurchase Price for the related Transaction Mortgage Loan, (y) transfer to Seller such GNMA HMBS at a date certain or on demand upon payment by Seller of the Repurchase Price for the related GNMA HMBS or (z) permit the release of REO Properties, with respect thereto from an REO Subsidiary, to or for the benefit of Seller upon payment by Seller of a portion of the Repurchase Price for the Certificate representing the Allocated Repurchase Price in respect of the related REO Properties, in all cases subject to the terms of this Agreement. This Agreement is a commitment by the Committed Buyers to engage in the Transactions as set forth herein in their respective Pro Rata Portions up to the Maximum Available Purchase Price; provided , that Committed Buyer shall have no commitment to enter into any Transaction requested that would result in the aggregate Purchase Price of then-outstanding Transactions exceeding the Maximum Available Purchase Price, and in no event shall the aggregate Purchase Price of outstanding Transactions exceed the Maximum Available Purchase Price at any time. Each such transaction involving any acquisition or transfer of Transaction Mortgage Loans, GNMA HMBS and REO Properties, as applicable, with a resulting increase in the Purchase Price shall be referred to herein as a “Transaction” and, unless otherwise agreed in writing, shall be governed by this Agreement, including any supplemental terms or conditions contained in any annexes identified herein, as applicable hereunder. For the avoidance of doubt, and for administrative and tracking purposes, the purchase and sale of each Purchased Asset shall be deemed a separate Transaction.

Seller owned 100% of the Capital Stock in the CS REO Subsidiary on the initial Purchase Date under the Existing CS Repurchase Agreement. Seller owned 100% of the Capital Stock in the Barclays REO Subsidiary on the initial purchase date under the Existing Barclays Repurchase Agreement. On the initial purchase date under the applicable Existing Repurchase

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Agreement, Barclays and CS Buyers purchased the REO Subsidiary Interests from the Seller in connection with the transactions on such date.

In order to further secure the Obligations hereunder, the interests in the assets of each REO Subsidiary were pledged by each REO Subsidiary to the Buyer.

2. Definitions

Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

“ 1933 Act ” means the Securities Act of 1933, as amended from time to time.

“ 1934 Act ” means the Securities Exchange Act of 1934, as amended from time to time.

“ Acceptable State ” means any state acceptable pursuant to Seller’s Underwriting Guidelines.

“ Accepted Servicing Practices ” means, with respect to any Mortgage Loan or REO Property, those mortgage servicing practices or property management practices, as applicable, of prudent mortgage lending institutions (including as set forth in the GNMA Guide, the FHA Regulations and the VA Regulations) which service mortgage loans and manage real estate properties, as applicable, of the same type as such Mortgage Loan or REO Property in the jurisdiction where the related Mortgaged Property is located in accordance with applicable law.

“ Act of Insolvency ” means, with respect to any Person or its Affiliates, (a) the filing of a petition, commencing, or authorizing the commencement of any case or proceeding, or the voluntary joining of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar law relating to the protection of creditors, or suffering any such petition or proceeding to be commenced by another which is consented to, not timely contested or results in entry of an order for relief; (b) the seeking of the appointment of a receiver, trustee, custodian or similar official for such party or an Affiliate or any substantial part of the property of either; (c) the appointment of a receiver, conservator, or manager for such party or an Affiliate by any governmental agency or authority having the jurisdiction to do so; (d) the making or offering by such party or an Affiliate of a composition with its creditors or a general assignment for the benefit of creditors; (e) the admission by such party or an Affiliate of such party of its inability to pay its debts or discharge its obligations as they become due or mature; or (f) that any governmental authority or agency or any person, agency or entity acting or purporting to act under governmental authority shall have taken any action to condemn, seize or appropriate, or to assume custody or control of, all or any substantial part of the property of such party or of any of its Affiliates, or shall have taken any action to displace the management of such party or of any of its Affiliates or to curtail its authority in the conduct of the business of such party or of any of its Affiliates.

“ Additional Buyers ” has the meaning set forth in Section 36 hereof.

“ Adjusted Tangible Net Worth ” has the meaning assigned to such term in the Pricing Side Letter.

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“ Administration Agreement ” means that certain Master Administration Agreement, dated as of the date hereof and effective as of the Amendment Effective Date, by and among Administrative Agent and certain Buyers identified therein, Seller and Ditech Financial, LLC, as amended from time to time.

“ Administrative Agent ” means CSFBMC or any successor thereto under the Administration Agreement.

“ Adjusted Principal Balance ” means for a HECM Buyout, the FHA HECM Principal Balance as of the date of repurchase from a GNMA Security reduced by all amounts received or collected in respect of principal on such HECM Buyout.

“ Affiliate ” means, (i) with respect to any Person, other than a Seller Party or the Guarantor, any “affiliate” of such Person, as such term is defined in the Bankruptcy Code, which shall also include, for the avoidance of doubt, with respect to Administrative Agent and CS Buyers only, any CP Conduit, and (ii) with respect to a Seller Party, the Guarantor and (iii) with respect to the Guarantor, a Seller Party.

“ Agency ” means Freddie Mac, Fannie Mae or GNMA, as applicable.

“ Agency Approvals ” means approval by Fannie Mae and GNMA, as applicable, as an approved issuer, by FHA as an approved mortgagee, in each case in good standing, and, to the extent necessary, by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.

“ Agency Security ” means a mortgage-backed security issued by an Agency including a GNMA Security.

“ Agreement ” means this Second Amended and Restated Master Repurchase Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“ Allocated Repurchase Price ” means, as of any date of determination, for each REO Property, as applicable, the portion of the Purchase Price allocated to such REO Property as of such date, as applicable, together with the related accrued and unpaid Price Differential.

“ Appraised Value ” means, with respect to any Mortgage Loan, the lesser of (i) the value set forth on the appraisal (or similar valuation approved by the applicable Agency for the related product) made in connection with the origination of the related Mortgage Loan as the value of the related Mortgaged Property, or (ii) the purchase price paid for the Mortgaged Property, provided, however, that in the case of a Mortgage Loan the proceeds of which are not used for the purchase of the Mortgaged Property, such value shall be based solely on the appraisal made in connection with the origination of such Mortgage Loan.

“ Asset Documents ” means the documents in the related Asset File to be delivered to the Custodian.

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“ Asset File ” means, with respect to a Mortgage Loan or REO Property, the documents and instruments relating to such Mortgage Loan or REO Property and set forth in an exhibit to the Custodial Agreement.

“ Asset Schedule ” means, with respect to any Transaction as of any date, a schedule in the form of a computer tape or other electronic medium generated by Seller, and delivered to Administrative Agent and Custodian, which provides information required by Administrative Agent to enter into Transactions relating to the Transaction Mortgage Loans and Contributed REO Properties in a format acceptable to Administrative Agent.

“ Asset Value ” has the meaning assigned to such term in the Pricing Side Letter.

“ Assignment and Acceptance ” has the meaning assigned to such term in Section 22 hereof.

“ Assignment of Mortgage ” means an assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the transfer of the Mortgage.

“ Bailee Letter ” has the meaning assigned to such term in the Custodial Agreement.

“ Bankruptcy Code ” means the United States Bankruptcy Code of 1978, as amended from time to time.

“ Barclays ” means Barclays Bank PLC.

“ Barclays REO Subsidiary ” has the meaning set forth in the recitals hereto.

“ Barclays Certificate ” means any certificate evidencing Capital Stock of the Barclays REO Subsidiary.

“ Business Day ” means any day other than (i) a Saturday or Sunday; (ii) a day on which the New York Stock Exchange, the Federal Reserve Bank of New York or the Custodian is authorized or obligated by law or executive order to be closed or (iii) a public or bank holiday in New York City.

“ Buyer ” means CS Cayman, Alpine, Barclays and each Buyer identified by the Administrative Agent from time to time pursuant to the Administration Agreement and their successors in interest and assigns pursuant to Section 22 and, with respect to Section 11, its participants.

“ Capital Lease Obligations ” means, for any Person, all obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) Property to the extent such obligations are required to be classified and accounted for as a capital lease on a

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balance sheet of such Person under GAAP, and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP.

“ Capital Stock ” means, as to any Person, any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent equity ownership interests in a Person which is not a corporation, including, without limitation, any and all member or other equivalent interests in any limited liability company, limited partnership, trust, and any and all warrants or options to purchase any of the foregoing, in each case, designated as “securities” (as defined in Section 8-102 of the Uniform Commercial Code) in such Person, including, without limitation, all rights to participate in the operation or management of such Person and all rights to such Person’s properties, assets, interests and distributions under the related organizational documents in respect of such Person. “Capital Stock” also includes (i) all accounts receivable arising out of the related organizational documents of such Person; (ii) all general intangibles arising out of the related organizational documents of such Person; and (iii) to the extent not otherwise included, all proceeds of any and all of the foregoing (including within proceeds, whether or not otherwise included therein, any and all contractual rights under any revenue sharing or similar agreement to receive all or any portion of the revenues or profits of such Person).

“ Cash Equivalents ” means (a) securities with maturities of ninety (90) calendar days or less from the date of acquisition issued or fully guaranteed or insured by the United States Government or any agency thereof, (b) certificates of deposit and Eurodollar time deposits with maturities of ninety (90) calendar days or less from the date of acquisition and overnight bank deposits of Administrative Agent or of any commercial bank having capital and surplus in excess of $500,000,000, (c) repurchase obligations of Administrative Agent on behalf of Buyers or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than seven days with respect to securities issued or fully guaranteed or insured by the United States Government, (d) commercial paper of a domestic issuer rated at least A 1 or the equivalent thereof by S&P or P 1 or the equivalent thereof by Moody’s and in either case maturing within ninety (90) calendar days after the day of acquisition, (e) securities with maturities of ninety (90) calendar days or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s, (f) securities with maturities of ninety (90) calendar days or less from the date of acquisition backed by standby letters of credit issued by Administrative Agent or any commercial bank satisfying the requirements of clause (b) of this definition or (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition.

“ Certificate ” means, collectively, the CS Certificate and the Barclays Certificate.

“ Change in Control ” means:

1. any transaction or event as a result of which Guarantor ceases to own, directly or indirectly, at least 51% of the stock of Seller; or

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2. other than in connection with the Transactions under this Agreement, any transaction or event as a result of which Seller fails to own 100% of the Capital Stock of each REO Subsidiary; or

3. the sale, transfer, or other disposition of all or substantially all of any Seller Party’s assets (excluding any such action taken in connection with any securitization transaction or sales of mortgage loans or mortgage servicing rights in the ordinary course of business for the Seller or as otherwise permitted hereunder); or

4. the consummation of a merger or consolidation of Seller with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity’s equity outstanding immediately after such merger, consolidation or such other reorganization is owned by persons who were not equityholders of the Seller immediately prior to such merger, consolidation or other reorganization.

“ Clearing Account ” has the meaning assigned to such term in Section 7(b) hereof.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Commitment Fee ” has the meaning assigned to such term in the Master Exit Fee Letter.

“ Committed Mortgage Loan ” means a Transaction Mortgage Loan which is the subject of a Take‑out Commitment with a Take‑out Investor.

“ Confidential Information ” has the meaning assigned to such term in Section 32(b). hereof.

“ Contributed REO Properties ” means the REO Properties converted from HECM Buyout together with the Repurchase Assets related to such REO Properties transferred by Seller to an REO Subsidiary or acquired by an REO Subsidiary directly in connection with a Transaction under this Agreement, listed on the related Asset Schedule, until the Buyer releases its interest in such Contributed REO Properties in accordance with the terms of this Agreement.

“ Conversion Date ” means the later of (x) the date an REO Property is contributed to an REO Subsidiary or (y) such Purchased Asset becomes an REO Property.

“ Correspondent Mortgage Loan ” means a Mortgage Loan which is (a) originated by a Correspondent Seller and underwritten in accordance with the Underwriting Guidelines and (b) acquired by the Seller from a Correspondent Seller in the ordinary course of business.

“ Correspondent Seller ” means a mortgage loan originator that sells Mortgage Loans originated by it to Seller as a “correspondent” or “private label” client approved by Administrative Agent in writing.

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“ Correspondent Seller Release ” means, with respect to any Correspondent Mortgage Loan, a release by the related Correspondent Seller, substantially in the form of Exhibit H hereto or as otherwise approved by Administrative Agent in writing, of all right, title and interest, including any security interest, in such Correspondent Mortgage Loan.

“ CP Conduit ” means a commercial paper conduit, including but not limited to Alpine Securitization LTD, administered, managed or supported by CSFBMC or an Affiliate of CSFBMC.

“ CSFBMC ” means Credit Suisse First Boston Mortgage Capital LLC, or any successors or assigns.

“ CS Certificate ” means any certificate evidencing Capital Stock of the CS REO Subsidiary.

“ CS Pro Rata Portion ” means, on the Plan Effective Date, an undivided interest in all Transactions hereunder, as set forth in and adjusted from time to time pursuant to the Administration Agreement and pursuant to Section 3(c) hereof.

“ CS REO Subsidiary ” has the meaning set forth in the recitals hereto.

“ Custodial Agreement ” means the Amended and Restated Custodial Agreement, dated as of February 21, 2017, among each Seller Party, Administrative Agent, Buyers and Custodian, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“ Custodial Asset Schedule ” has the meaning assigned to such term in the Custodial Agreement.

“ Custodian ” means Deutsche Bank National Trust Company or such other party specified by Administrative Agent and agreed to by Seller, which approval shall not be unreasonably withheld.

“ Deed ” means the deed issued in connection with a foreclosure sale of a Mortgaged Property with respect to a FHA HECM or in connection with receiving a deed in lieu of foreclosure evidencing title to the related REO Property.

“ Default ” means an Event of Default or an event that with notice or lapse of time or both would become an Event of Default.

“ D elinquency Advance ” means any advance made by the S ervicer, u nder the S ervicing Agreements, to cover due, but uncollected or unavailable as a result of funds not yet being cleared, principal and interest payments on the FHA HECM s i ncluded in the portfolio of FHA HECM s s erviced by S ervicers.

“ DIP Guaranty ” means that certain Amended, Restated and Consolidated Master DIP Guaranty, dated as of the date hereof and effective as of the Amendment Effective Date, by the Prepetition Guaranty in favor of Administrative Agent for the benefit of Buyers, in form and substance acceptable to Administrative Agent, as amended, restated, supplemented or otherwise modified from time to time.

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“ DIP Initial Transaction Condition Precedent ” has the meaning assigned to such term in the Omnibus Master Refinancing Amendment.

“ DIP Warehouse Facility Agreements ” has the meaning assigned to such term in the Omnibus Master Refinancing Amendment.

“ Ditech Repurchase Agreement ” means that certain Amended and Restated Master Repurchase Agreement, dated as of November 18, 2016, among Administrative Agent, Buyers and Ditech Financial LLC, as amended, restated, supplemented or otherwise modified from time to time.

“ Dollars ” and “ $ ” means dollars in lawful currency of the United States of America.

“ E arly Buyout ” means the purchase of a modified or defaulted FHA HECM b y the S eller Parties f rom a G NMA Security.

“ Effective Date ” means the date upon which the conditions precedent set forth in Section 10(a) shall have been satisfied.

“ Electronic Tracking Agreement ” means the Amended and Restated Electronic Tracking Agreement, dated as of March 3, 2017 among Administrative Agent, Seller Parties, MERS and MERSCORP Holdings, Inc., to the extent applicable as the same may be amended, restated, supplemented or otherwise modified from time to time.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto, and the regulations promulgated and administrative rulings issued thereunder.

“ ERISA Affiliate ” means any corporation or trade or business that, together with Seller Parties is treated as a single employer under Section 414(b) or (c) of the Code or solely for purposes of Section 302 of ERISA and Section 412 of the Code is treated as single employer described in Section 414 of the Code.

“ Escrow Payments ” means, with respect to any Mortgage Loan, the amounts constituting ground rents, taxes, assessments, water rates, sewer rents, municipal charges, mortgage insurance premiums, fire and hazard insurance premiums, condominium charges, and any other payments required to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage or any other document.

“ Event of Default ” has the meaning assigned to such term in Section 15 hereof.

“ Event of Termination ” means with respect to any Seller Party, as applicable to such Seller Party, as the case may be, (a) with respect to any Plan, a reportable event, as defined in Section 4043 of ERISA, as to which the PBGC has not by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (30) days of the occurrence of such event, or (b) the withdrawal of such Seller Party or any ERISA Affiliate thereof from a Plan during a plan year in which it is a substantial employer, as defined in Section 4001(a)(2) of ERISA, or (c) the failure

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by such Seller Party or any ERISA Affiliate thereof to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA with respect to any Plan, including, without limitation, the failure to make on or before its due date a required installment under Section 412(m) of the Code (or Section 430(j) of the Code as amended by the Pension Protection Act) or Section 302(e) of ERISA (or Section 303(j) of ERISA, as amended by the Pension Protection Act), or (d) the distribution under Section 4041 of ERISA of a notice of intent to terminate any Plan or any action taken by such Seller Party or any ERISA Affiliate thereof to terminate any plan, or (e) the failure to meet requirements of Section 436 of the Code resulting in the loss of qualified status under Section 401(a)(29) of the Code, or (f) the institution by the PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or (g) the receipt by such Seller Party or any ERISA Affiliate thereof of a notice from a Multiemployer Plan that action of the type described in the previous clause (f) has been taken by the PBGC with respect to such Multiemployer Plan, or (h) any event or circumstance exists which may reasonably be expected to constitute grounds for such Seller Party or any ERISA Affiliate thereof to incur liability under Title IV of ERISA or under Sections 412(b) or 430(k) of the Code with respect to any Plan.

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Buyer or other recipient of any payment hereunder or required to be withheld or deducted from a payment to such Buyer or such other recipient: (a) Taxes based on (or measured by) net income or net profits, franchise Taxes and branch profits Taxes that are imposed on a Buyer or other recipient of any payment hereunder as a result of (i) being organized under the laws of, or having its principal office or its applicable lending office located in the jurisdiction imposing such Tax (or any political subdivision thereof), or (ii) a present or former connection between such Buyer or other recipient and the jurisdiction of the Governmental Authority imposing such Tax or any political subdivision or taxing authority thereof (other than connections arising from such Buyer or other recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced under this Agreement or any Program Agreement, or sold or assigned an interest in any Purchased Asset); (b) any Tax imposed on a Buyer or other recipient of a payment hereunder that is attributable to such Buyer’s or other recipient’s failure to comply with relevant requirements set forth in Section 11(e); (c) any withholding Tax that is imposed on amounts payable to or for the account of such Buyer or other recipient of a payment hereunder pursuant to a law in effect on the date such person becomes a party to or under this Agreement, or such person changes its lending office, except in each case to the extent that amounts with respect to Taxes were payable either to such person’s assignor immediately before such person became a party hereto or to such person immediately before it changed its lending office; and (d) any U.S. federal withholding Taxes imposed under FATCA.

“ Exit Guaranty ” means that certain Guaranty of the Reorganized Guarantor dated as of the Plan Effective Date in favor of the Administrative Agent for the benefit of Buyers, as each may be amended, restated, supplemented or otherwise modified from time to time, pursuant to which the Reorganized Guarantor, as applicable, fully and unconditionally guarantees the obligations of the Seller Parties hereunder.

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“ Exit Indenture ” has the meaning assigned to such term in the Omnibus Master Refinancing Amendment.

“ Fannie Mae ” means Fannie Mae, the government sponsored enterprise formerly known as the Federal National Mortgage Association or any successor thereto.

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“ FHA ” means the Federal Housing Administration, an agency within HUD, or any successor thereto, and including the Federal Housing Commissioner and the Secretary of Housing and Urban Development where appropriate under the FHA Regulations.

“ FHA Approved Mortgagee ” means a corporation or institution approved as a mortgagee by the FHA under the National Housing Act, as amended from time to time, and applicable FHA Regulations, and eligible to own and service mortgage loans such as the FHA Loans.

“ FHA HECM ” means a home equity conversion Mortgage Loan which is (a) secured by a first lien and (b) is insured by FHA.

“ FHA HECM Principal Balance ” means the principal balance of an FHA HECM (including without limitation all scheduled payments and/or unscheduled payments, accrued interest and MIP Payments and other amounts capitalized into the principal balance) reduced by all amounts received or collected in respect of principal on such FHA HECM.

“ FHA HERMIT System ” means the FHA’s Home Equity Reverse Mortgage Information Technology, together with any successor FHA electronic access portal.

“ FHA Loan ” means a Mortgage Loan which is the subject of an FHA Mortgage Insurance Contract.

“ FHA Mortgage Insurance ” means, mortgage insurance authorized under the National Housing Act, as amended from time to time, and provided by the FHA.

“ FHA Mortgage Insurance Contract ” means the contractual obligation of the FHA respecting the insurance of a Mortgage Loan.

“ FHA Regulations ” means the regulations promulgated by HUD under the National Housing Act, as amended from time to time and codified in 24 Code of Federal Regulations, and other HUD issuances relating to FHA Loans, including the related handbooks, circulars, notices and mortgagee letters.

“ Freddie Mac ” means the Federal Home Loan Mortgage Corporation or any successor thereto.

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“ Fidelity Insurance ” means insurance coverage with respect to employee errors, omissions, dishonesty, forgery, theft, disappearance and destruction, robbery and safe burglary, property (other than money and securities) and computer fraud in an aggregate amount acceptable to Seller’s regulators.

“ Flow Assignment Agreements ” means (i) that certain Flow Assignment Agreement, dated as of February 21, 2017 between Seller, as assignor, and CS REO Subsidiary, as assignee, as the same may be amended, restated, supplemented or otherwise modified from time to time, (ii) that certain Flow Assignment Agreement, dated as of February 21, 2017 between Seller, as assignee, and CS REO Subsidiary, as assignor, as the same may be amended, restated, supplemented or otherwise modified from time to time, (iii) that certain Flow Assignment Agreement, dated as of September 29, 2015 between Barclays REO Subsidiary, as assignee, and Seller, as assignor, as the same may be amended, restated, supplemented or otherwise modified from time to time and (iv) that certain Flow Assignment Agreement, dated as of October 15, 2015 between Seller, as assignee, and Barclays REO Subsidiary, as assignor, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“ GAAP ” means generally accepted accounting principles in effect from time to time in the United States of America and applied on a consistent basis.

“ GNMA ” means the Government National Mortgage Association and any successor thereto.

“ GNMA Guide ” means the GNMA Mortgage-Backed Security Guide, Handbook 5500.3, Rev. 1, as amended from time to time, and any related announcements, directives and correspondence issued by GNMA.

“ GNMA HECM Repurchase Trigger ” means, with respect to a FHA HECM, the lesser of (a) 98% of the Maximum Claim Amount and (b) such lesser percentage of the Maximum Claim Amount allowed by GNMA.

“ GNMA HMBS ” means a GNMA Security backed by HECM Tails, also commonly referred to as “Tail Securitizations”.

“ GNMA Security ” means a mortgage-backed security guaranteed by GNMA pursuant to the GNMA Guide.

“ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, or any entity exercising executive, legislative, judicial, regulatory or administrative functions over any Seller Party, Administrative Agent or any Buyer, as applicable.

“ Guarantee ” means, as to any Person, any obligation of such Person directly or indirectly guaranteeing any Indebtedness of any other Person or in any manner providing for the payment of any Indebtedness of any other Person or otherwise protecting the holder of such Indebtedness against loss (whether by virtue of partnership arrangements, by agreement to keep‑well, to purchase assets, goods, securities or services, or to take‑or‑pay or otherwise); provided that the term “ Guarantee ” shall not include (a) endorsements for collection or deposit in the ordinary course of business, or

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(b) obligations to make servicing advances for delinquent taxes and insurance or other obligations in respect of a Mortgage Loan or Mortgaged Property, to the extent required by Administrative Agent. The amount of any Guarantee of a Person shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith. The terms “ Guarantee ” and “ Guaranteed ” used as verbs shall have correlative meanings.

“ Guarantor ” means (a) prior to the Plan Effective Date, Prepetition Guarantor and (b) on and after the Plan Effective Date, Reorganized Guarantor

“ Guaranty ” means (a) prior to the Plan Effective Date, the DIP Guaranty, and (b) on and after the Plan Effective Date, the Exit Guaranty.

“ HECM Buyout ” means a FHA HECM w hich is subject to an E arly Buyout as a result of the FHA HECM Principal Balance equaling or exceeding the GNMA HECM Repurchase Trigger.

“ HECM Obligor ” shall mean the Person or Persons obligated to pay the indebtedness which is the subject of a Transaction Mortgage Loan.

“ HECM Tail ” shall mean the aggregate of any additional amounts, including but not limited to amounts created by additional draws by the HECM Obligor, interest accruals, mortgage insurance premiums, fees, or charges, which accrue, are disbursed, or are added to the balance of a previously-securitized Mortgage Loan after the closing date of any prior securitization of the Mortgage Loan or any prior HECM Tail related thereto.

“ High Cost Mortgage Loan ” means a Mortgage Loan classified as a “high cost,” “threshold,” “covered,” or “predatory” loan under any other applicable state or local law (or a similarly classified loan using different terminology under a law, regulation or ordinance imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees).

“ HUD ” means the United States Department of Housing and Urban Development or any successor thereto.

“ Inbound Account ” has the meaning set forth in Section 7 hereof.

“ Income ” means, without duplication, with respect to any Purchased Asset or Contributed REO Property, at any time until repurchased, or removed from, an REO Subsidiary, by Seller, any principal received thereon or in respect thereof and all interest, dividends or other distributions thereon.

“ Indebtedness ” means, for any Person: at any time, and only to the extent outstanding at such time: (a) obligations created, issued or incurred by such Person for borrowed money (whether by loan, the issuance and sale of debt securities or the sale of Property to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such Property from such

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Person); (b) obligations of such Person to pay the deferred purchase or acquisition price of Property or services, other than trade accounts payable (other than for borrowed money) arising, and accrued expenses incurred, in the ordinary course of business, so long as such trade accounts payable are payable within ninety (90) days of the date the respective goods are delivered or the respective services are rendered; (c) indebtedness of others secured by a Lien on the Property of such Person, whether or not the respective indebtedness so secured has been assumed by such Person; (d) obligations (contingent or otherwise) of such Person in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for account of such Person; (e) Capital Lease Obligations of such Person; (f) obligations of such Person under repurchase agreements or like arrangements; (g) indebtedness of others Guaranteed by such Person; (h) all obligations of such Person incurred in connection with the acquisition or carrying of fixed assets by such Person; (i) indebtedness of general partnerships of which such Person is a general partner; and (j) any other indebtedness of such Person evidenced by a note, bond, debenture or similar instrument.

“ Indemnified Taxes ” means Taxes other than Excluded Taxes and Other Taxes, imposed on or with respect to any payment made by or on account of any obligation of Seller hereunder or under any Program Agreement.

“ Investment Company Act ” has the meaning assigned to such term in Section 10(a)(8) hereof.

“ Interest Rate Protection Agreement ” means, with respect to any or all of the Transaction Mortgage Loans that are FHA HECMs, any short sale of a U.S. Treasury Security, or futures contract, or mortgage related security, or Eurodollar futures contract, or options related contract, or interest rate swap, cap or collar agreement or Take‑out Commitment, or similar arrangement providing for protection against fluctuations in interest rates or the exchange of nominal interest obligations, either generally or under specific contingencies, entered into by a Seller Party and an Affiliate of Administrative Agent or such other party acceptable to Administrative Agent in its good faith discretion, which agreement is acceptable to Administrative Agent in its good faith discretion.

“ IRS ” has the meaning assigned to such term in Section 11(e)(ii)(A) hereof.

“ Lender Insurance Authority ” means the permission granted to certain FHA‑approved lenders to process single family mortgage applications without first submitting documentation to HUD as set forth in 12 U.S.C. §1715z‑21 and the regulations enacted thereunder set forth in 24 CFR §203.6.

“ Lien ” means any mortgage, lien, pledge, charge, security interest or similar encumbrance.

“ Loan to Value Ratio ” or “ LTV ” means with respect to any FHA HECM, the ratio of the original outstanding principal amount of such Mortgage Loan to the lesser of (a) the Appraised Value of the Mortgaged Property at origination or (b) if the Mortgaged Property was purchased within twelve (12) months of the origination of such Mortgage Loan, the purchase price of the Mortgaged Property.

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“ Margin Call ” has the meaning assigned to such term in Section 6(a) hereof.

“ Margin Deadlines ” has the meaning assigned to such term in Section 6(b) hereof.

“ Margin Deficit ” has the meaning assigned to such term in Section 6(a) hereof.

“ Market Value ” has the meaning assigned to such term in the Pricing Side Letter.

“ Master Exit Fee Letter ” means that certain Master Exit Fee Letter, dated as of the Plan Effective Date, among Administrative Agent, Buyers, Seller Parties, Ditech Financial, LLC and acknowledged by Reorganized Guarantor, as amended, restated and supplemented from time to time.

“ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, or condition (financial or otherwise) of any Seller Party, Guarantor, or any Affiliate that is a party to any Program Agreement taken as a whole; (b) a material impairment of the ability of any Seller Party, Guarantor or any Affiliate that is a party to any Program Agreement to perform under any Program Agreement and to avoid any Event of Default; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability of any Program Agreement against any Seller Party, Guarantor or any Affiliate that is a party to any Program Agreement, in each case as determined by the Administrative Agent in its sole discretion.

“ Maximum Available Purchase Price ” has the meaning assigned to such term in the Pricing Side Letter.

“ Maximum Claim Amount ” means the amount of insurance coverage for an FHA HECM provided by the related HUD/FHA insurance thereon.

“ Maximum Committed Purchase Price ” has the meaning assigned to such term in the Pricing Side Letter.

“ MERS ” means Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.

“ MIP Payment ” means with respect to a Mortgage Loan, all mortgage insurance premiums payable to either HUD or a private mortgage insurer, as set forth in the related Asset File.

“ Moody’s ” means Moody’s Investors Service, Inc. or any successors thereto.

“ Mortgage ” means each mortgage, assignment of rents, security agreement and fixture filing, or deed of trust, assignment of rents, security agreement and fixture filing, deed to secure debt, assignment of rents, security agreement and fixture filing, or similar instrument creating and evidencing a lien on real property and other property and rights incidental thereto.

“ Mortgage Interest Rate ” means the rate of interest borne on a Mortgage Loan from time to time in accordance with the terms of the related Mortgage Note.

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“ Mortgage Loan ” means any HECM Buyout evidenced by a promissory note and secured by a first lien mortgage, which satisfies the requirements set forth in the Underwriting Guidelines and Section 13(b) hereof.

“ Mortgage Note ” means the promissory note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.

“ Mortgaged Property ” means the real property securing repayment of the debt evidenced by a Mortgage Note.

“ Mortgagor ” means the obligor or obligors on a Mortgage Note, including any person who has assumed or guaranteed the obligations of the obligor thereunder.

“ Multiemployer Plan ” means a multiemployer plan defined as such in Section 3(37) of ERISA to which contributions have been or are required to be made by a Seller Party or any ERISA Affiliate and that is covered by Title IV of ERISA.

“ Netting Agreement ” that certain Margin, Setoff And Netting Agreement dated as of the date hereof and effective as of the Amendment Effective Date, among Administrative Agent, CS Buyers, CS (USA) (collectively, “ CS Parties ”), Barclays and Barclays Capital, Inc. (collectively, “ Barclays Parties ”) (and with respect to Barclays Parties or CS Parties, any Person who, directly or indirectly is in control of, or is controlled by, or is under common control with Barclays Parties or CS Parties), Seller Parties and Ditech Financial LLC, with respect to netting and set-off related to this Agreement, in form and substance acceptable to Administrative Agent, as amended, restated, supplemented or otherwise modified from time to time.

“ Nominee ” means Reverse Mortgage Solutions, Inc., or any successor Nominee appointed by Administrative Agent following an Event of Default.

“ Nominee Agreement ” means that certain Amended and Restated Nominee Agreement dated as of February 21, 2017, by and between CS REO Subsidiary and Seller, as joined to by the Barclays REO Subsidiary, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“ Obligations ” means (a) all of Seller Parties’ obligations to pay the Repurchase Price on the Repurchase Date, the Price Differential on each Payment Date, and other obligations and liabilities, to Administrative Agent and Buyers or Custodian arising under, or in connection with, the Program Agreements, whether now existing or hereafter arising; (b) any and all sums paid by Administrative Agent, Buyers or Administrative Agent on behalf of Buyers in order to preserve any Purchased Asset or Contributed REO Property or its interest therein; (c) in the event of any proceeding for the collection or enforcement of any of Seller Parties’ indebtedness, obligations or liabilities referred to in clause (a), the reasonable expenses of retaking, holding, collecting, preparing for sale, selling or otherwise disposing of, or realizing on, any Purchased Asset or Contributed REO Property, or of any exercise by Administrative Agent or Buyers of their rights under the Program Agreements, including, without limitation, attorneys’ fees and disbursements and court costs; and

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(d) all of Seller Parties’ indemnity obligations to Administrative Agent, Buyers and Custodian pursuant to the Program Agreements.

“ OFAC ” has the meaning set forth in Section 13(a)(27) hereof.

“ Officer’s Compliance Certificate ” has the meaning assigned to such term in the Pricing Side Letter.

“ Omnibus Master Refinancing Amendment ” means that certain Omnibus Master Refinancing Amendment dated as of the date hereof, among Seller Parties, Guarantor, the Administrative Agent, the Buyers, Barclays Bank PLC, and Ditech Financial LLC, as it may be amended, supplemented or otherwise modified from time to time. To the extent provisions of the Omnibus Master Refinancing Amendment are incorporated by reference and such provisions use other defined terms set forth in the Omnibus Master Refinancing Amendment, such defined terms are hereby incorporated by reference as well; provided that if any such provisions or defined terms are subsequently amended or modified, the provisions and defined terms that are incorporated by reference shall be deemed to be such amended or modified provisions and defined terms.

“ Optional Repurchase ” has the meaning assigned to such term in Section 4(b) hereof.

“ Optional Repurchase Date ” has the meaning assigned to such term in Section 4(b) hereof.

“ Other Taxes ” means any and all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes or any excise, sales, goods and services or transfer taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Program Agreement.

“ Payee Number ”: means the code used by Fannie Mae to indicate the wire transfer instructions that will be used by Fannie Mae to purchase a Mortgage Loan.

“ Payment Date ” means, with respect to a Purchased Asset, the fifth (5 ^th ) day of the month following the related Purchase Date and each succeeding fifth (5 ^th ) day of the month thereafter; provided, that, with respect to such Purchased Asset, the final Payment Date shall be the related Repurchase Date; and provided, further, that if any such day is not a Business Day, the Payment Date shall be the next succeeding Business Day.

“ PBGC ” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“ Pension Protection Act ” means the Pension Protection Act of 2006.

“ Person ” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

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“ Plan ” means an employee benefit or other plan established or maintained by any Seller Party or any ERISA Affiliate and covered by Title IV of ERISA, other than a Multiemployer Plan.

“ Plan Effective Date ” has the meaning assigned to such term in the Omnibus Master Refinancing Amendment.

“ Post-Default Rate ” has the meaning assigned to such term in the Pricing Side Letter.

“ Power of Attorney ” means a Power of Attorney delivered by each Seller Party substantially in the form of Exhibit D hereto.

“ Prepetition Guarantor ” means Walter Investment Management Corp.

“ Prepetition Warehouse Facility Agreement ” has the meaning assigned to such term in the Omnibus Master Refinancing Amendment.

“ Price Differential ” means with respect to any Purchased Asset and/or Contributed REO Property as of any date of determination, the aggregate amount obtained by daily application of, for each Purchased Asset or Contributed REO Property, the amount equal to the product of (a) the Pricing Rate for such Purchased Asset or Contributed REO Property, as applicable (or during the continuation of an Event of Default, the Post-Default Rate) and (b) the Purchase Price for such Purchased Asset or Contributed REO Property, as applicable, calculated daily on the basis of a 360-day year for the actual number of days during the period commencing on (and including) the Purchase Date for such Purchased Asset or Contributed REO Property, as applicable and ending on (but excluding) the Repurchase Date.

“ Pricing Rate ” has the meaning assigned to such term in the Pricing Side Letter.

“ Pricing Side Letter ” means, that certain second amended and restated letter agreement dated as of the date hereof, among Administrative Agent, Buyers and Seller Parties, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“ Primary Repurchase Assets ” has the meaning set forth in Section 8(a)(1) hereof.

“ Pro Rata Portions ” means the Barclays Pro Rata Portion and the CS Pro Rata Portion, as applicable.

“ Program Agreements ” means, collectively, this Agreement, the Custodial Agreement, the Pricing Side Letter, the Electronic Tracking Agreement, each Guaranty, the Master Exit Fee Letter, each Power of Attorney, an REO Subsidiary Agreements, the Netting Agreement, the Nominee Agreement, the Flow Assignment Agreements, the Administration Agreement, the Servicing Agreement, if any, and the Servicer Notice, if entered into.

“ Prohibited Person ” has the meaning set forth in Section 13(a)(27) hereof.

“ Property ” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

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“ P rotective Advance ” means any servicing advance (i ncluding, but not limited to, any advance made to pay t axes a nd insurance premiums; any advance to pay the costs of protecting the value of any real p roperty o r other security for a m ortgage loan; and any advance to pay the costs of realizing on the value of any such security) made by the S eller Parties i n connection with any FHA HECM s.

“ Purchase Date ” means the date on which a Purchased Asset is to be transferred by Seller to Administrative Agent for the benefit of Buyers, or a Purchase Price Increase Date, as applicable.

“ Purchase Price ” means, without duplication:

(a) on the Purchase Date of the Purchased Asset or Contributed REO Property, the Asset Value of such Purchased Asset or Contributed REO Property as of the Purchase Date;

(b) on any day after the Purchase Date, except where Buyer and the Seller agree otherwise, the amount determined under the immediately preceding clause decreased by the amount of any cash applied to reduce the Seller’s obligations hereunder with respect to such Transaction Mortgage Loan, GNMA HMBS or Contributed REO Property.

“ Purchase Price Increase ” means an increase in the Purchase Price for the Certificate based upon an REO Subsidiary acquiring additional REO Properties to which such portion of the Purchase Price is allocated.

“ Purchase Price Increase Date ” means the date on which a Purchase Price Increase is made with respect to the acquisition of additional REO Properties by an REO Subsidiary.

“ Purchase Price Percentage ” has the meaning assigned to such term in the Pricing Side Letter.

“ Purchased Assets ” means the collective reference to (a) Transaction Mortgage Loans, together with the Repurchase Assets related to such Transaction Mortgage Loans, (b) REO Subsidiary Interests, together with the indirect beneficial interest in the Contributed REO Properties represented by the REO Subsidiary Interests, together with the Repurchase Assets related to such Contributed REO Properties and REO Subsidiary Interests, and (c) Purchased GNMA HMBS, together with the Repurchase Assets related thereto, which are (in the case of clause (a) above) transferred or (in case of clause (b) above) transferred and/or pledged or (in the case of clause (c) above) transferred, which security has been transferred by Seller to Administrative Agent for the benefit of Buyers in a Transaction hereunder, and/or listed on the related Asset Schedule attached to the related Transaction Request, which such Asset Files the Custodian has been instructed to hold for the benefit of Administrative Agent pursuant to the Custodial Agreement.

“ Purchased GNMA HMBS ” shall mean each GNMA HMBS that is subject to a Transaction and which has not been repurchased by Seller hereunder.

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“ Qualified Insurer ” means an insurance company duly authorized and licensed where required by law to transact insurance business and approved as an insurer by Fannie Mae or Freddie Mac or GNMA, as applicable.

“ Records ” means all instruments, agreements and other books, records, and reports and data generated by other media for the storage of information maintained by any Seller Party, Servicer or any other person or entity with respect to a Purchased Asset or Contributed REO Property. Records shall include the Mortgage Notes, any Mortgages, the Asset Files, the Deeds, the credit files related to the Purchased Asset and any other instruments necessary to document or service a Mortgage Loan or REO Property.

“ Register ” has the meaning assigned to such term in Section 22 hereof.

“ Reorganized Guarantor ” means Walter Investment Management Corp.’s successor following the Plan Effective Date.

“ REO Property ” means real property acquired by each REO Subsidiary through foreclosure of a HECM Buyout or by deed in lieu of such foreclosure.

“ REO Subsidiaries ” means, collectively, (i) RMS REO CS, LLC, a Delaware limited liability company and (ii) RMS REO BRC, LLC, a Delaware limited liability company.

“ REO Subsidiary Agreements ” means, collectively, (i) the limited liability company agreement, dated as of February 23, 2016, between RMS REO CS, LLC and Reverse Mortgage Solutions, Inc. and (ii) the limited liability company agreement, dated as of October 15, 2015, among RMS REO BRC, LLC, Cheryl Collins and Reverse Mortgage Solutions, Inc., as each may be amended, restated, supplemented or otherwise modified from time to time.

“ REO Subsidiary Interests ” means any and all of the Capital Stock of each REO Subsidiary.

“ REO Subsidiary Repurchase Assets ” has the meaning set forth in Section 8(a)(2) hereof.

“ Repledge Transaction ” has the meaning set forth in Section 18 hereof.

“ Repledgee ” means each Repledgee identified by the Administrative Agent from time to time pursuant to the Administration Agreement.

“ Reporting Date ” means the seventh (7 ^th ) Business Day of each month.

“ Repurchase Assets ” has the meaning assigned to such term in Section 8 hereof.

“ Repurchase Date ” means the earliest of (a) the Termination Date, (b) the date requested pursuant to Section 4(a), (c) any Optional Repurchase Date, or (d) the date determined by application of Section 16 hereof.

“ Repurchase Price ” means the price at which (a) Purchased Assets are to be transferred from Administrative Agent for the benefit of Buyers, to Seller termination of any Transaction or (b) the

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REO Subsidiary Interests are to be reduced in value with respect to Contributed REO Properties, released therefrom to Seller upon an Optional Repurchase or termination of a Transaction, each of which will be determined in each case (including Transactions terminable upon demand) as the sum of the Purchase Price for such Purchased Asset or Contributed REO Property and the accrued but unpaid Price Differential relating to such Purchased Asset or Contributed REO Property as of the date of such determination.

“ Request for Certification ” means a notice sent to the Custodian reflecting that one or more of the Transaction Mortgage Loans or REO Properties shall be made subject to a Transaction with the Administrative Agent for the benefit of Buyers hereunder.

“ Responsible Officer ” means as to any Person, the chief executive officer or, with respect to financial matters, any vice president, senior vice president or financial officer primarily responsible for financial matters.

“ S&P ” means Standard & Poor’s Ratings Services, or any successor thereto.

“ S cheduled HECM Payments ” shall mean, on any date, the term or tenure monthly disbursements made to the borrower of an FHA HECM .

“ SEC ” means the Securities and Exchange Commission, or any successor thereto.

“ Seller ” means Reverse Mortgage Solutions, Inc. or its permitted successors and assigns.

“ Seller Party(ies) ” means, individually or collectively, as applicable, Seller, CS REO Subsidiary and/or Barclays REO Subsidiary, as applicable.

“ Servicer ” means any servicer or subservicer approved by Administrative Agent in its sole discretion, which may be Seller.

“ S ervicer Advance ” means a D elinquency Advance o r a P rotective Advance, which advances shall be owned by the Seller, and to the extent first advanced by Servicer shall be reimbursed by Seller pursuant to the terms of the Servicing Agreement. For the avoidance of doubt, the rights of Servicer to reimbursement are a contractual right derived solely from the Servicing Agreement and shall be subordinated to the rights of the Seller Parties, and Administrative Agent on behalf of Buyers hereunder.

“ Servicer Notice ” means the notice acknowledged by a third party Servicer substantially in the form of Exhibit J hereto, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“ Servicing Agreement ” means any servicing agreement entered into between Seller and a third party Servicer with respect to any Purchased Assets or Contributed REO Properties, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“ Servicing Rights ” means the rights of any Person to administer, service or subservice, the Transaction Mortgage Loans or REO Properties or to possess related Records.

“ SIPA ” means the Securities Investor Protection Act of 1970, as amended from time to time.

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“ Subsidiary ” means, with respect to any Person, any corporation, limited liability company, partnership, trust or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, limited liability company, partnership, trust or other entity (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such corporation, limited liability company, partnership, trust or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

“ Take‑out Commitment ” means a commitment of Seller to either (a) sell one or more identified Transaction Mortgage Loans (other than a HECM Buyout) to a Take‑out Investor or (b) (i) swap one or more identified Transaction Mortgage Loans (other than a HECM Buyout) with a Take‑out Investor that is an Agency for an Agency Security, and (ii) sell the related Agency Security (including, for the avoidance of doubt, any GNMA HMBS) to a Take‑out Investor, and in each case, the corresponding Take‑out Investor’s commitment back to Seller to effectuate any of the foregoing, as applicable. With respect to any Take‑out Commitment with an Agency, the applicable agency documents list Administrative Agent or Administrative Agent’s agent from an intercreditor agreement as sole subscriber.

“ Take‑out Investor ” means (a) an Agency or (b) other institution which has made a Take‑out Commitment that has not been rejected in writing by Administrative Agent for the benefit of Buyers.

“ Taxes ” means any and all present or future taxes (including social security contributions and value added taxes), levies, imposts, duties (including stamp duties), deductions, charges (including ad valorem charges), withholdings (including backup withholding), assessments, fees or other charges of any nature whatsoever imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Termination Date ” has the meaning assigned to such term in the Pricing Side Letter.

“ TILA-RESPA Integrated Disclosure Rule ” means the Truth-in-Lending Act and Real Estate Settlement Procedures Act Integrated Disclosure Rule, adopted by the Consumer Finance Protection Bureau, which is effective for residential mortgage loan applications received on or after October 3, 2015.

“ Trade Assignment ” means an assignment to Administrative Agent for the benefit of Buyers under an intercreditor agreement of a forward trade between a Take‑out Investor and Seller with respect to one or more Transaction Mortgage Loans that are Pooled Mortgage Loans substantially in the form of Exhibit B hereto.

“ Transaction ” has the meaning set forth in Section 1 hereof.

“ Transaction Mortgage Loan ” means a Mortgage Loan which is subject to a Transaction under this Agreement.

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“ Transaction Request ” means a request via email from Seller to Administrative Agent notifying Administrative Agent that Seller wishes to enter into a Transaction, including a Purchase Price Increase, hereunder that indicates that it is a Transaction Request under this Agreement and that contains language substantially in the form attached hereto as Exhibit A . For the avoidance of doubt, a Transaction Request may refer to multiple Mortgage Loans; provided that each Mortgage Loan shall be deemed to be subject to its own Transaction.

“ Trust Receipt ” means, with respect to any Transaction as of any date, a receipt in the form attached as an exhibit to the Custodial Agreement.

“ Underwriting Guidelines ” means the standards, procedures and guidelines which conform to the guidelines of the applicable Agency of the Seller for underwriting and acquiring Mortgage Loans, which are set forth in the written policies and procedures of the Seller, a copy of which have been provided to Administrative Agent and such other guidelines as are identified to and approved in writing by Administrative Agent.

“ Uniform Commercial Code ” or “ UCC ” means the Uniform Commercial Code as in effect on the date hereof in the State of New York or the Uniform Commercial Code as in effect in the applicable jurisdiction.

“ U nscheduled HECM Payments ” shall mean, on any date, any disbursement made to a borrower of an FHA HECM u nder the terms of the related FHA HECM d ocuments other than a S cheduled HECM Payment.

“ U.S. Tax Compliance Certificate ” has the meaning assigned to such term in Section 11(e)(ii)(A) hereof.

“ VA ” means the U.S. Department of Veterans Affairs, an agency of the United States of America, or any successor thereto including the Secretary of Veterans Affairs.

“ VA Approved Lender ” means a lender which is approved by the VA to act as a lender in connection with the origination of VA Loans.

“ VA Loan ” means a Mortgage Loan which is subject of a VA Loan Guaranty Agreement as evidenced by a loan guaranty certificate.

“ VA Loan Guaranty Agreement ” means the obligation of the United States to pay a specific percentage of a Mortgage Loan (subject to a maximum amount) upon default of the Mortgagor pursuant to the Servicemen’s Readjustment Act, as amended.

“ VA Regulations ” means the regulations promulgated by the U.S. Department of Veterans Affairs and codified in Title 38 Code of Federal Regulations, and other U.S. Department of Veterans Affairs issuances relating to VA Loans, including the related handbooks, circulars, notices and mortgagee letters.

“ Wire Instruction Data ” has the meaning assigned to such term in the Custodial Agreement.

3. Program; Initiation of Transactions

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a. On the initial Purchase Date, Administrative Agent on behalf of Buyers purchased the REO Subsidiary Interests. From time to time, Seller may request, and Barclays and CS Buyers, with respect to their Pro Rata Portion, (i) will facilitate the purchase by Buyers from Seller of certain GNMA HMBS or any Transaction Mortgage Loans that have been either originated by Seller or purchased by Seller from other originators and (ii) may fund additional Purchase Price Increases in connection with the conveyance of Contributed REO Properties to an REO Subsidiary and the corresponding increases of the Purchase Price on account of the REO Subsidiary Interests. This Agreement is a commitment by Committed Buyers to enter into Transactions with Seller with respect to their Pro Rata Portions up to an aggregate amount equal to the Maximum Available Purchase Price. This Agreement is not a commitment by Administrative Agent on behalf of Buyers to enter into Transactions with Seller for amounts exceeding the Maximum Available Purchase Price, but rather, sets forth the procedures to be used in connection with periodic requests for Administrative Agent on behalf of Buyers to enter into Transactions with Seller. Seller hereby acknowledges that, beyond the Maximum Available Purchase Price, Administrative Agent on behalf of Buyers is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement; provided that once Administrative Agent for the benefit of Buyers and Seller enter into a Transaction with respect to one or more Mortgage Loans, GNMA HMBS or Contributed REO Properties, Administrative Agent shall not require Seller to repurchase any such Mortgage Loans, GNMA HMBS or Contributed REO Properties unless such repurchase is otherwise permitted by the terms of this Agreement. All Transaction Mortgage Loans shall exceed or meet the Underwriting Guidelines, and shall be serviced by Seller or Servicer, as applicable. The aggregate Purchase Price of the Purchased Assets (adjusted for any Purchase Price Increases or reductions in Purchase Price, as applicable) subject to outstanding Transactions shall not exceed the Maximum Available Purchase Price.

b. Seller shall request that Administrative Agent enter into a Transaction with respect to Transaction Mortgage Loans by delivering (i) to Administrative Agent, a Transaction Request one (1) Business Day prior to the proposed Purchase Date and (ii) to Administrative Agent and Custodian an Asset Schedule in accordance with the Custodial Agreement. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Administrative Agent shall provide written or electronic notice to Seller describing such error and Seller shall correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein.

c. Seller shall request that Administrative Agent enter into a Transaction with respect to GNMA HMBS by delivering to Administrative Agent, a Transaction Request at least one (1) Business Day prior to the proposed Purchase Date, which such Transaction Request shall include a description of the GNMA HMBS subject to such Transaction, including the applicable CUSIP, principal balance, and coupon rate.

d. Upon satisfaction of the applicable conditions precedent set forth in Section 10 hereof, if Barclays fails to provide its Pro Rata Portion of the related Purchase Price or Purchase Price Increase to Administrative Agent for disbursement when due hereunder and pursuant to the terms of the Administration Agreement, then CS Buyers may, in their sole and absolute discretion, elect to provide such funds to Seller (such funding, an “ Intraday Funding ”). If CS Buyers elect to

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make an Intraday Funding, (i) the respective Pro Rata Portions of CS Buyers and Barclays shall be automatically adjusted such that the CS Buyer’s Pro Rata Portion reflects such Intraday Funding and (ii) Barclays shall have the obligation to remit funds in an amount equal to such Intraday Funding by no later than the end of the same Business Day as such Intraday Funding to Administrative Agent for the benefit of CS Buyers as more particularly set forth in the Administration Agreement, at which time the respective Pro Rata Portions shall be adjusted to account for such payment. Without limiting the generality of the foregoing, in the event CS Buyers elect not to make Intraday Fundings, in their sole discretion, they shall promptly notify Barclays and the Seller (such day, the “ Stop Funding Notice Date ”). In such instance, Barclays shall provide its Pro Rata Portion of the related Purchase Price or Purchase Price Increase to Administrative Agent for disbursement (i) with respect to a Transaction Request received on or prior to 1:00 p.m. (New York City time) on the Stop Funding Notice Date, prior to close of business on the Stop Funding Notice Date, (ii) with respect to a Transaction Request received after 1:00 p.m. (New York City time) on the Stop Funding Notice Date, prior to close of business on the following Business Day and (ii) with respect to any Transaction Request delivered on any day following the Stop Funding Notice Date, in accordance with the Agreement. Notwithstanding anything herein to the contrary, any Intraday Funding by CS Buyers shall not be deemed a commitment by CS Buyers, nor shall any prior course of dealing obligate CS Buyers, to make any future Intraday Funding, it being understood that such Intraday Funding is discretionary.

e. Upon the satisfaction of the applicable conditions precedent set forth in Section 10 hereof, all of Seller’s interest in the applicable Purchased Assets shall pass to, and/or be pledged to, Administrative Agent for the benefit of Buyers on the Purchase Date, against the transfer of the Purchase Price for such Purchased Assets to Seller. Upon transfer of the Purchased Assets to Administrative Agent on behalf of Buyers as set forth in this Section and until termination of any related Transactions or the release of Contributed REO Property as set forth in Sections 4 or 16 of this Agreement, ownership of each Purchased Asset, including beneficial ownership interest in the related Contributed REO Property and each document in the related Asset File and Records, is vested in the Administrative Agent for the benefit of Buyers; provided that , prior to the recordation by the Custodian as provided for in the Custodial Agreement, record title in the name of Seller to each Transaction Mortgage Loan shall be retained by Seller in trust and as Nominee, for the Administrative Agent for the benefit of Buyers, for the sole purpose of facilitating the servicing and the supervision of the servicing of the Transaction Mortgage Loans.

4. Repurchase; Conversion to REO Property

a. Seller shall repurchase the Purchased Assets from Administrative Agent for the benefit of Buyers on the Termination Date. In addition, Seller may repurchase Purchased Assets or effect an Optional Repurchase with respect to Purchased Assets or Contributed REO Property without penalty or premium on any date pursuant to Section 4(b) below. If Seller intends to make such a repurchase, Seller shall give one (1) Business Day’s prior written notice to Administrative Agent, designating the Purchased Assets or Contributed REO Property to be repurchased. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset or Contributed REO Property (but liquidation or foreclosure proceeds received by Administrative Agent shall be applied to reduce the Repurchase Price for such

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Purchased Asset or Contributed REO Property on each Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Assets or Contributed REO Property and related Asset Files from Administrative Agent or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date.

b. When any Purchased Asset or Contributed REO Property is desired by Seller to be released, sold or otherwise liquidated, Seller shall make payment to Administrative Agent for the benefit of Buyers of the applicable Repurchase Price attributable to such Purchased Asset or Contributed REO Properties, supporting the portion of the Purchase Price of the Transaction related to such Purchased Asset or Contributed REO Property, as applicable, in order to prepay the applicable Repurchase Price (an “ Optional Repurchase ”) in an amount equal to the applicable Repurchase Price on each date such Purchased Assets or Contributed REO Properties, as applicable, are desired to be repurchased, sold or otherwise liquidated (each, an “ Optional Repurchase Date ”). Such payment shall serve as a partial prepayment of the Repurchase Price in connection with the Transaction with respect to such Purchased Assets or Contributed REO Properties, as applicable. Seller shall pay the applicable Repurchase Price and take (or cause its designee to take) physical possession of the Purchased Assets or Contributed REO Properties, as applicable from the Seller, an REO Subsidiary or their respective designees (including the Custodian) at Seller’s expense on the related Optional Repurchase Date. Immediately following such payment, the related Purchased Asset or Contributed REO Property, as applicable, shall cease to be subject to this Agreement or the other Program Agreements, and Administrative Agent, any Repledgee or assignee of Buyer, as the case may be, shall be deemed to have released all of its interests in such Purchased Asset or Contributed REO Property, as applicable, without further action by any Person and shall direct Custodian to release the related Asset File to the Seller or its designee pursuant to the Custodial Agreement, failing which Seller may direct the Custodian or any other custodian to release the related Asset File to the Seller.

c. Provided that no Default shall have occurred and is continuing, and Administrative Agent has received the related Repurchase Price (excluding accrued and unpaid Price Differential, which, for the avoidance of doubt, shall be paid on the next succeeding Payment Date) upon repurchase of the Purchased Assets or release of Contributed REO Property from an REO Subsidiary, as applicable, Administrative Agent and Buyers agree to release (or permit the release of) their ownership interest hereunder, as applicable in the Purchased Assets or lien on the Contributed REO Property (including the Repurchase Assets related thereto), as applicable, at the request of Seller. The applicable Purchased Assets or Contributed REO Properties (including the Repurchase Assets related thereto) shall be delivered to Seller free and clear of any lien, encumbrance or claim of Administrative Agent or the Buyers. With respect to payments in full by the related Mortgagor of a Transaction Mortgage Loan, Seller agrees to immediately remit (or cause to be remitted) to Administrative Agent for the benefit of Buyers the Repurchase Price with respect to such Transaction Mortgage Loan. Administrative Agent and Buyers agree to release the Transaction Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with the immediately preceding sentence.

d. Pursuant to that certain Flow Assignment Agreement between Seller, as assignor and REO Subsidiary, as assignee, the Seller may from time to time assign certain Transaction

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Mortgage Loans to an REO Subsidiary. Upon the assignment of any such Transaction Mortgage Loan to an REO Subsidiary, Seller and such REO Subsidiary shall provide notice thereof to Administrative Agent and deliver to Administrative Agent an updated Asset Schedule showing updated ownership of Transaction Mortgage Loans subject to a Transaction. Any such assignment shall be made subject to the Lien of Administrative Agent for the benefit of Buyers hereunder.

e. Promptly upon a HECM Buyout becoming an REO Property as contemplated by Section 8, Seller shall (i) notify Administrative Agent in writing that such HECM Buyout has become an REO Property and the value attributed to such REO Property by Seller, (ii) deliver to Administrative Agent and Custodian an Asset Schedule with respect to such REO Property, (iii) be deemed to make the representations and warranties listed on Schedule 1-C hereto with respect to such REO Property, and (iv) the Purchase Price on account of such Transaction Mortgage Loans shall be decreased and the Purchase Price on account of the REO Subsidiary Interests shall be increased by the same amount. Such REO Property (x) shall be deemed a Contributed REO Property owned by an REO Subsidiary hereunder and its Asset Value as determined by Administrative Agent shall be included in the Asset Value of the REO Subsidiary Interests and (y) to the extent that such conversion results in a Margin Deficit, Seller shall pay such amount in accordance with Section 6.

5. Price Differential

a. On each Business Day that a Transaction is outstanding, the applicable Pricing Rate shall be reset and, unless otherwise agreed, the accrued and unpaid Price Differential shall be settled in cash on each related Payment Date. Two (2) Business Days prior to the Payment Date, Administrative Agent shall give Seller written or electronic notice of the amount of the Price Differential due on such Payment Date. On the Payment Date, Seller shall pay to Administrative Agent the Price Differential for the benefit of Buyers for such Payment Date (along with any other amounts to be paid pursuant to Section 7 hereof and Section 3 of the Pricing Side Letter), by wire transfer in immediately available funds.

b. If Seller fails to pay all or part of the Price Differential by 3:00 p.m. (New York City time) on the related Payment Date, with respect to any Purchased Asset, Seller shall be obligated to pay to Administrative Agent for the benefit of Buyers (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase Price at a rate per annum equal to the Post-Default Rate until the Price Differential is received in full by Administrative Agent for the benefit of Buyers.

6. Margin Maintenance

a. If at any time the outstanding Purchase Price allocated to any Purchased Asset or Contributed REO Property subject to a Transaction is greater than the Asset Value allocated to such Purchased Asset or Contributed REO Property subject to a Transaction (a “ Margin Deficit ”), then Administrative Agent may by notice to Seller require Seller to transfer to Administrative Agent for the benefit of Buyers cash in an amount at least equal to the Margin Deficit (such requirement, a “ Margin Call ”).

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b. Notice delivered pursuant to Section 6(a) above may be given by any written or electronic means. Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day (the foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of Administrative Agent, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Administrative Agent to do so at a later date. Seller and Administrative Agent each agree that a failure or delay by Administrative Agent to exercise its rights hereunder shall not limit or waive Administrative Agent’s or Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller.

c. In the event that a Margin Deficit exists with respect to any Purchased Asset or Contributed REO Property, Administrative Agent may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) shall be held by Administrative Agent against the related Margin Deficit for a Purchased Asset or Contributed REO Property and (ii) may be applied by Administrative Agent against the Allocated Repurchase Price related to such Purchased Asset or Contributed REO Property for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

7. Income Payments

a. All Income received on account of the Purchased Assets and Contributed REO Property during the term of a Transaction shall be the property of Administrative Agent for the benefit of Buyers, subject to, and applied in accordance with, subsections (b) through (d) of this Section 7.

b. Notwithstanding that certain Contributed REO Property is owned by an REO Subsidiary, the Seller, as Nominee, shall be listed as the mortgagee of record and shall deposit all claims submitted on account of HECM Buyout into the payee account (the “ Clearing Account ”) and shall transfer all such amounts so received into the Inbound Account as set forth below.

c. With respect to HECM Buyout, GNMA HMBS and Contributed REO Properties, Seller shall, and shall cause the applicable Servicer to, deposit all Income related to any (w) payments of interest or income with respect to GNMA HMBS, (x) prepayment of principal in full with respect to any Transaction Mortgage Loan, (y) HUD claim payments or (z) liquidation proceeds from any REO Property into the Inbound Account (x) within one (1) Business Day following receipt thereof if received by 3:00 p.m. (New York City time) and (y) within two (2) Business Days following receipt thereof if received after 3:00 p.m. (New York City time). To the extent HUD deducts from amounts otherwise due on account of a HECM Buyout subject to the Agreement, any amounts owing by Servicer to HUD, Seller shall give prompt written notice thereof to Administrative Agent and shall deposit, within one (1) Business Day following notice or knowledge of such deduction by HUD, such deducted amounts into the Inbound Account. Provided no Event of Default has occurred and is continuing, funds deposited in the Inbound Account (including, with respect to

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GNMA HMBS) shall be held therein and shall be applied on each Business Day following receipt thereof prior to the occurrence of an Event of Default as follows:

(1) first, to Administrative Agent amounts then due and owing to the Administrative Agent for the benefit of Buyers (including, without limitation, any amount sufficient to eliminate any outstanding Margin Deficit ) from the Seller under this Agreement;

(2) second , to Administrative Agent for the benefit of Buyers to reduce the outstanding Repurchase Price;

(3) third, all remaining amounts (if any), to the Seller.

d. Notwithstanding any provision to the contrary in this Section 7, (i) upon the occurrence and continuance of an Event of Default or on the Termination Date, Seller shall and shall cause Servicer to deposit all Income to the Inbound Account upon receipt thereof and Administrative Agent shall apply all Income in the Inbound Account (including amounts received on account of GNMA HMBS) to reduce the Obligations hereunder to zero; and (ii) within one (1) Business Day after receipt by Seller of any (x) prepayment of principal in full with respect to any Transaction Mortgage Loan, (y) HUD claims payments or (z) liquidation proceeds from any REO Property, Seller shall remit such amount to Administrative Agent for the benefit of Buyers and Administrative Agent shall apply any such amount received by Administrative Agent for the benefit of Buyers to reduce the amount of the Repurchase Price due upon termination of the related Transaction.

8. Security Interest

a. Conveyance; Security Interest; REO Property .

(1) On each Purchase Date, Seller hereby sells, assigns and conveys all of Seller’s rights and interests in the Purchased Assets, including, without limitation, the beneficial interests in the Contributed REO Property identified on the related Asset Schedule, the related Repurchase Assets and the related Servicing Rights and Asset Documents to Administrative Agent for the benefit of Buyers and Repledgees. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Administrative Agent as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Administrative Agent a fully perfected first priority security interest in the Purchased Assets (including, without limitation, all Scheduled HECM Payments, all Unscheduled HECM Payments and all MIP Payments), including related Servicing Rights, Servicer Advances payable by HUD and/or VA, all debenture interest payable by HUD on account of any HECM Buyout, and Asset Documents, the beneficial interest in the Contributed REO Property, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Assets and Contributed REO Property, the Records, the Program Agreements (to the extent such Program Agreements and Seller’s rights thereunder relate to the Purchased Assets or Contributed REO Property), any related Take‑out Commitments, any Property relating to the Purchased Assets or Contributed REO Property, all insurance policies and insurance proceeds relating to any Purchased Asset, Contributed REO

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Property or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights (other than those rights retained by GNMA pursuant to the GNMA Guide), instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles related to the Purchased Assets, and other assets relating to the Purchased Assets or Contributed REO Property (including, without limitation, any other accounts) or any interest in the Purchased Assets or Contributed REO Property, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and/or delivered to Administrative Agent pursuant to a Transaction, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “ Primary Repurchase Assets ”).

(2) In order to further secure the Obligations hereunder, each REO Subsidiary hereby grants, assigns and pledges to Administrative Agent a fully perfected first priority security interest in the REO Properties, all related Servicing Rights, Asset Documents, the Records, the Program Agreements (to the extent such Program Agreements and each REO Subsidiary’s rights thereunder relate to the REO Properties), any related Take-out Commitments, any Property relating to the REO Properties, all insurance policies and insurance proceeds relating to any REO Property, as applicable, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, Interest Rate Protection Agreements, accounts (including any interest of each REO Subsidiary in escrow accounts) and any other contract rights (other than those rights retained by GNMA pursuant to the GNMA Guide), instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the REO Properties (including, without limitation, any other accounts) or any interest in the REO Properties, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and/or delivered to Administrative Agent pursuant to a Transaction, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “ REO Subsidiary Repurchase Assets ” and together with the Primary Repurchase Assets, the “ Repurchase Assets ”).

(3) The provisions of paragraphs (a), (b) and (c) are intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) of the Bankruptcy Code, and are further intended to be a guaranty of the Obligations to the Buyer by each REO Subsidiary, to the extent of its Repurchase Assets.

b. Release of Security Interest upon Sale . Notwithstanding the foregoing, upon the repurchase of any Purchased Asset by the Seller or release of a Contributed REO Property from an REO Subsidiary or the sale of a Purchased Asset or Contributed REO Property to any third party and receipt by Administrative Agent for the benefit of Buyers and Repledgees in each case of the related Repurchase Price, the security interest of Administrative Agent for the benefit of Buyers

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and Repledgees in such Purchased Asset or Contributed REO Property and all related Repurchase Assets will be released with no further action on the part of Administrative Agent, Seller or an REO Subsidiary.

c. Acquisition of REO Property . If an REO Subsidiary acquires any REO Property by extinguishing any Mortgage Note in connection with the foreclosure of the related Transaction Mortgage Loan, transferring the real property underlying the Mortgage Note in lieu of foreclosure or otherwise transferring of such real property, such REO Subsidiary shall cause such real property to be taken by Deed, or by means of such instruments as is provided by the Governmental Authority governing the transfer, or right to request transfer and issuance of the Deed, or such instrument as is provided by the related Governmental Authority, or to be acquired through foreclosure sale in the jurisdiction in which the REO Property is located, in the name of the Nominee in accordance with Section 43 hereof.

d. REO Subsidiary Interests as Securities . The parties acknowledge and agree that the REO Subsidiary Interests shall constitute and remain “securities” as defined in Section 8-102 of the Uniform Commercial Code; Seller Parties covenant and agree that (i) the REO Subsidiary Interests are not and will not be dealt in or traded on securities exchanges or securities markets, and (ii) the REO Subsidiary Interests are not and will not be investment company securities within the meaning of Section 8-103 of the Uniform Commercial Code. Seller shall, at its sole cost and expense, take all steps as may be necessary in connection with the re-registration, indorsement, transfer, delivery and pledge of all REO Subsidiary Interests to Administrative Agent for the benefit of Buyers.

e. Additional Interests . If Seller shall, as a result of ownership of the REO Subsidiary Interests, become entitled to receive or shall receive any certificate evidencing any REO Subsidiary Interests or other equity interest, any option rights, or any equity interest in the REO Subsidiary Interests, whether in addition to, in substitution for, as a conversion of, or in exchange for the REO Subsidiary Interests, or otherwise in respect thereof, Seller shall accept the same as the Administrative Agent’s agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by the Seller to the Administrative Agent for the benefit of Buyers, if required, together with an undated transfer power, if required, covering such certificate duly executed in blank, or if requested, deliver the Certificate re-registered in the name of Administrative Agent for the benefit of Buyers, to be held by the Administrative Agent subject to the terms hereof as additional security for the Obligations. Any sums paid upon or in respect of the REO Subsidiary Interests upon the liquidation or dissolution of such REO Subsidiary, or otherwise shall be paid over to the Administrative Agent as additional security for the Obligations. If following the occurrence and during the continuation of an Event of Default, any sums of money or property so paid or distributed in respect of the REO Subsidiary Interests shall be received by Seller, Seller shall, until such money or property is paid or delivered to the Administrative Agent for the benefit of Buyers, hold such money or property in trust for the Administrative Agent for the benefit of Buyers segregated from other funds of Seller as additional security for the Obligations.

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f. Voting Rights . Subject to this Section, Administrative Agent as the holder, may exercise all voting and member rights with respect to the REO Subsidiary Interests. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, (a) Administrative Agent shall notify and consult with Seller prior to the exercise of any rights under this Section, and (b) Seller will have the right to direct Administrative Agent, with respect to any action or inaction related to the REO Subsidiary Interests (in the event any action is requested or required to be taken), and the Administrative Agent shall comply with such direction unless the Administrative Agent determines in its good faith discretion that such compliance with such direction will result in a Material Adverse Effect or conflict with any Program Agreement. In no event shall Administrative Agent be required to vote or exercise any right or take any other action which would impair the REO Subsidiary Interests or which would be inconsistent with or result in a violation of any provision of this Agreement. Without limiting the generality of the foregoing, Administrative Agent shall have no obligation (other than as expressly set forth in this Agreement) to (i) vote to enable, or take any other action to permit, an REO Subsidiary to issue any interests of any nature or to issue any other interests convertible into or granting the right to purchase or exchange for any interests of such entity; (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the REO Subsidiary Interests; or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, the Seller’s interest in the Purchased Assets except for the Lien provided for by this Agreement. In no event shall Buyer enter into any agreement or undertaking restricting the right or ability of Seller to sell, assign or transfer the Purchased Assets prior to an Event of Default. For the avoidance of doubt, prior to the occurrence and continuance of an Event of Default, the related REO Subsidiary shall not need the consent of Administrative Agent with respect to the day-to-day operations thereof and any related resolution required to verify authority for such transactions, so long as such day-to-day operations are performed in accordance with the terms of the related REO Subsidiary Agreement and this Agreement, as applicable.

g. Servicing Rights . Each Seller Party acknowledges that it has no rights to service the Transaction Mortgage Loans and Contributed REO Properties, except as required hereunder. Without limiting the generality of the foregoing and in the event that any Seller Party is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, subject and subordinate to any rights retained by GNMA in the Servicing Rights or any prohibition on the grant of a security interest in the Servicing Rights without the prior express written approval of GNMA, each Seller Party grants, assigns and pledges to Administrative Agent, for its benefit and the benefit of each applicable Buyer, a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.

h. Financing Statements . Seller Parties agree to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Administrative Agent’s security interest created hereby. Furthermore, the Seller Parties hereby authorize the Administrative Agent to file financing statements relating to the Repurchase Assets, as the Administrative Agent, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.

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i. Powers of Attorney . In addition to the foregoing, each Seller Party agrees to execute a Power of Attorney, in the form of Exhibit D hereto, to be delivered on the date hereof which may be used only in accordance with Section 28 hereof.

j. Intent . The foregoing provisions in this Section 8 are each intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.

k. Priority of Liens . The parties acknowledge and agree that the intent of the parties is for the Seller to grant a Lien to Administrative Agent for the benefit of Buyers on an REO Subsidiary Repurchase Assets prior to such REO Subsidiary Repurchase Assets having been conveyed to an REO Subsidiary and that such REO Subsidiary is acquiring any REO Subsidiary Repurchase Assets subject to and subordinate to Administrative Agent’s Lien hereunder. It is further intended that simultaneous with the acquisition by an REO Subsidiary of an REO Subsidiary Assets, as applicable, such REO Subsidiary intends to grant a Lien on such REO Subsidiary Repurchase Assets to Administrative Agent hereunder.

9. Payment and Transfer

Unless otherwise mutually agreed in writing, all transfers of funds to be made by Seller hereunder shall be made in Dollars, in immediately available funds, without deduction, set‑off or counterclaim, to Administrative Agent at the following account maintained by Administrative Agent: Account No. 31018027, for the account of CS ADMINISTRATIVE AGENT/REVERSE MORTG INBOUND, Citibank, ABA No. 021 000 089 or such other account as Administrative Agent shall specify to Seller in writing. Each Seller Party acknowledges that it has no rights of withdrawal from the foregoing account. All Repurchase Assets transferred by one party hereto to the other party shall be in the case of a purchase by a Buyer in suitable form for transfer or shall be accompanied by duly executed instruments of transfer or assignment in blank and such other documentation as Administrative Agent may reasonably request. All Repurchase Assets shall be evidenced by a Trust Receipt, Certificate or CUSIP. Any Repurchase Price received by Administrative Agent after 2:00 p.m. (New York City time) shall be deemed received on the next succeeding Business Day.

10. Conditions Precedent

a. Continuing Transactions . As conditions precedent to the continuing Transactions:

(2) Upon and after the Plan Effective Date, satisfaction of the Exit Conditions as set forth in the Omnibus Master Refinancing Amendment shall have occurred.

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(1) Due Diligence . Buyers shall have completed, to their satisfaction, with respect to mortgage loans, their operational due diligence review, in each case, so as to enable Buyers to confirm the accuracy of the Seller Parties’ representations and warranties as to the Repurchase Assets;

(2) No Default . No uncured Event of Default or uncured Default under this Agreement shall exist;

(3) Representations and Warranties . Accuracy in all material respects of representations and warranties provided by Seller Parties and the Guarantor in the Program Agreements, as applicable;

(4) Material Adverse Change . None of the following shall have occurred and/or be continuing (it being understood that Administrative Agent will make the following determinations acting in good faith):


i.	Credit Suisse AG, New York Branch’s or Barclays’ corporate bond rating as calculated by S&P or Moody’s has been lowered or downgraded to a rating below investment grade by S&P or Moody’s; or

ii.

an event or events shall have occurred in the good faith determination of Administrative Agent resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by mortgage loans or securities or an event or events shall have occurred resulting in a Buyer not being able to finance Transaction Mortgage Loans or REO Properties through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or


iii.	an event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by mortgage loans or an event or events shall have occurred resulting in a Buyer not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such event or events; or


iv.	there shall have occurred a material adverse change in the financial condition of a Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of such Buyer to fund its obligations under this Agreement.

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(6) Required Documents . Delivery of the following:


(A)	With respect to Transaction Mortgage Loans:


i.	An Asset Schedule, in form and substance acceptable to Administrative Agent;


ii.	A Request for Certification and the related asset schedule to the applicable custodian, in form and substance acceptable to Administrative Agent; and


iii.	A Trust Receipt and Custodial Asset Schedule from the applicable Custodian, in form and substance acceptable to Administrative Agent.


(B)	With respect to GNMA HMBS:


i.	A Transaction Request including a description of the GNMA HMBS subject to such Transaction, including the applicable CUISP, principal balance, and coupon rate.

11. Program; Costs

a. Seller shall reimburse Administrative Agent and Buyers for any of Administrative Agent’s and Buyers’ reasonable out-of-pocket costs, including due diligence review costs and reasonable attorney’s fees, incurred by Administrative Agent and Buyers in determining the acceptability to Administrative Agent and Buyers of any Repurchase Assets; provided that Administrative Agent shall provide notice to Seller at such time such out-of-pocket costs and expenses reaches $25,000; provided, however, that failure to deliver such notice shall not affect Seller’s obligations hereunder. Seller shall also pay, or reimburse Administrative Agent and Buyers if Administrative Agent or Buyers shall pay, any termination fee, which may be due any Servicer. Seller shall pay the fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Legal fees for any subsequent amendments to this Agreement or related documents shall be borne by Seller. Seller shall pay ongoing custodial fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses under any other Program Agreement.

b. If any Buyer determines, in good faith, that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, then Seller agrees to pay

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to such Buyer, from time to time, upon demand by such Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs.

c. With respect to any Transaction, Administrative Agent and Buyers may conclusively rely upon, and shall incur no liability to any Seller Party in acting upon, any request or other communication that Administrative Agent and Buyers reasonably believe to have been given or made by a person authorized to enter into a Transaction on such Seller Party’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(5) hereof.

d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset to Administrative Agent for the benefit of Buyers, each Seller Party agrees and covenants with Administrative Agent and Buyers to enforce diligently their rights and remedies set forth in the Program Agreements.

e. (i) Any payments made by Seller to Administrative Agent, a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If Seller shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax from any sums payable to Administrative Agent, a Buyer or a Buyer assignee or participant, then (i) the Seller shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law; (ii) to the extent the withheld or deducted Tax is an Indemnified Tax or Other Tax, the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 11(e)) the Administrative Agent receives an amount equal to the sum it would have received had no such deductions or withholdings been made; and (iii) the Seller shall notify the Administrative Agent of the amount paid and shall provide the original or a certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment within ten (10) days thereafter. Seller shall otherwise indemnify Administrative Agent and such Buyer, within ten (10) days after demand therefor, for any Indemnified Taxes or Other Taxes imposed on Administrative Agent or such Buyer (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 11(e)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority.

(ii) Administrative Agent shall cause each Buyer and Buyer assignee and participant to deliver to the Seller, at the time or times reasonably requested by the Seller, such properly completed and executed documentation reasonably requested by the Seller as will permit payments made hereunder to be made without withholding or at a reduced rate of withholding. In addition, Administrative Agent shall cause each Buyer and Buyer assignee and participant, if reasonably requested by Seller, to deliver such other documentation prescribed by applicable law or reasonably requested by the Seller as will enable the Seller to determine whether or not such Buyer or Buyer assignee or participant is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in this Section 11, the completion, execution and

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submission of such documentation (other than such documentation in Section 11(e)(ii)(A), (B) and (C) below) shall not be required if in the Buyer’s or Buyer’s assignee’s or participant’s judgment such completion, execution or submission would subject such Buyer or Buyer assignee or participant to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Buyer or Buyer assignee or participant. Without limiting the generality of the foregoing, Administrative Agent shall cause a Buyer or Buyer assignee or participant to deliver to each of the Seller Parties, to the extent legally entitled to do so:

(A) in the case of a Buyer or Buyer assignee or participant which is a “U.S. Person” as defined in section 7701(a)(30) of the Code, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 certifying that it is not subject to U.S. federal backup withholding tax;

(B) in the case of a Buyer or Buyer assignee or participant which is not a “U.S. Person” as defined in Code section 7701(a)(30): (I) a properly completed and executed IRS Form W-8BEN or W-8ECI, as appropriate, evidencing entitlement to a zero percent or reduced rate of U.S. federal income tax withholding on any payments made hereunder, (II) in the case of such non-U.S. Person claiming exemption from the withholding of U.S. federal income tax under Code sections 871(h) or 881(c) with respect to payments of “portfolio interest,” a duly executed certificate (a “ U.S. Tax Compliance Certificate ”) to the effect that such non-U.S. Person is not (x) a “bank” within the meaning of Code section 881(c)(3)(A), (y) a “10 percent shareholder” of Seller or affiliate thereof, within the meaning of Code section 881(c)(3)(B), or (z) a “controlled foreign corporation” described in Code section 881(c)(3)(C), (III) to the extent such non-U.S. person is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such non-U.S. person is a partnership and one or more direct or indirect partners of such non-U.S. person are claiming the portfolio interest exemption, such non-U.S. person may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner, and (IV) executed originals of any other form or supplementary documentation prescribed by law as a basis for claiming exemption from or a reduction in United States federal withholding tax together with such supplementary documentation as may be prescribed by law to permit the Seller to determine the withholding or deduction required to be made.

(C) if a payment made to a Buyer or Buyer assignee or participant under this Agreement would be subject to U.S. federal withholding tax imposed by FATCA if such Buyer or assignee or participant were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), Administrative Agent on behalf of such Buyer or assignee or participant shall deliver to the Seller at the time or times prescribed by law and at such time or times reasonably requested by the Seller such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Seller as may be necessary for the Seller to comply with their obligations under FATCA or to determine the amount to deduct and

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withhold from such payment. Solely for purposes of this Section 11(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

The applicable IRS forms referred to above shall be delivered by Administrative Agent on behalf of each applicable Buyer or Buyer assignee or participant on or prior to the date on which such person becomes a Buyer or Buyer assignee or participant under this Agreement, as the case may be, and upon the obsolescence or invalidity of any IRS form previously delivered by it hereunder.

f. Any indemnification payable by Seller to Administrative Agent or a Buyer or Buyer assignee or participant for Indemnified Taxes or Other Taxes that are imposed on such Buyer or a Buyer assignee or participant, as described in Section 11(e)(i) hereof, shall be paid by Seller within ten (10) days after demand therefor from Administrative Agent. A certificate as to the amount of such payment or liability delivered to the Seller by Administrative Agent on behalf of a Buyer or a Buyer assignee or participant shall be conclusive absent manifest error.

g. Each party’s obligations under this Section 11 shall survive any assignment of rights by, or the replacement of, a Buyer or a Buyer assignee or participant, and the repayment, satisfaction or discharge of all obligations under any Program Agreement.

h. Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, state and local income and franchise taxes to treat each Transaction as indebtedness of Seller that is secured by the Purchased Assets and Contributed REO Property, and the Purchased Assets, as owned by Seller, and the Contributed REO Properties, as owned by each REO Subsidiary, in the absence of an Event of Default by Seller. Administrative Agent on behalf of Buyers and Seller agree that they will treat and report for all tax purposes the Transactions entered into hereunder as one or more loans from a Buyer to Seller secured by the Purchased Assets and Contributed REO Properties, unless otherwise prohibited by law or upon a final determination by any taxing authority that the Transactions are not loans for tax purposes.

12. Servicing

a. Each Seller Party, on Administrative Agent’s and Buyers’ behalf, shall contract with Servicer to, or if Seller is the Servicer, Seller shall, service the Transaction Mortgage Loans and Contributed REO Properties for each Seller Party hereunder consistent with the degree of skill and care that Seller customarily requires with respect to similar Transaction Mortgage Loans and Contributed REO Properties owned or managed by it and in accordance with Accepted Servicing Practices. Each Seller Party and Servicer shall (i) comply with all applicable federal, state and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities (if any) hereunder and (iii) not impair the rights of Administrative Agent or Buyers in any Transaction Mortgage Loan or Contributed REO Property or any payment thereunder. Upon the occurrence and during the continuance of an Event of Default, Administrative Agent may terminate the servicing of any Transaction Mortgage Loan or Contributed REO Property with the then-existing Servicer in accordance with Section 12.e) hereof.

b. Each Seller Party shall and shall cause the Servicer to hold or cause to be held all escrow funds collected by such Seller Party and Servicer with respect to any Transaction Mortgage

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Loans and Contributed REO Properties in trust accounts and shall apply the same for the purposes for which such funds were collected.

c. Reserved .

d. In the event there is a third party Servicer other than Seller and upon Administrative Agent’s request, Seller shall provide promptly to Administrative Agent a Servicer Notice addressed to and agreed to by the Servicer of the related Transaction Mortgage Loans and Contributed REO Properties, advising such Servicer of such matters as Administrative Agent may reasonably request, including, without limitation, recognition by the Servicer of Administrative Agent’s and Buyers’ interest in such Transaction Mortgage Loans and Contributed REO Properties and the Servicer’s agreement that upon receipt of notice of an Event of Default from Administrative Agent, it will follow the instructions of Administrative Agent with respect to the Transaction Mortgage Loans and Contributed REO Properties and any related Income with respect thereto.

e. Upon the occurrence and during the continuance of an Event of Default and upon written notice, Administrative Agent shall have the right to immediately terminate the Servicer’s right to service the Transaction Mortgage Loans and Contributed REO Properties without payment of any penalty or termination fee. Each Seller Party and the Servicer shall cooperate in transferring the servicing of the Transaction Mortgage Loans and Contributed REO Properties to a successor servicer appointed by Administrative Agent on behalf of Buyers in its sole discretion. For the avoidance of doubt any termination of the Servicer’s rights to service by the Administrative Agent as a result of an Event of Default shall be deemed part of an exercise of the Administrative Agent’s rights to cause the liquidation, termination or acceleration of this Agreement.

f. If any Seller Party should discover that, for any reason whatsoever, such Seller Party or any entity responsible to such Seller Party for managing or servicing any such Transaction Mortgage Loan or Contributed REO Property has failed to perform fully such Seller Party’s obligations under the Program Agreements or any of the obligations of such entities with respect to the Transaction Mortgage Loans and Contributed REO Properties, such Seller Party shall promptly notify Administrative Agent.

g. Reserved .

h. For the avoidance of doubt, the Seller Parties do not retain any economic rights to the servicing of the Transaction Mortgage Loans and Contributed REO Properties; provided that Seller shall, and shall cause the Servicer to, continue to service the Transaction Mortgage Loans and Contributed REO Properties hereunder as part of its Obligations hereunder. As such, each Seller Party expressly acknowledges that (i) the Transaction Mortgage Loans are sold to Administrative Agent for the benefit of Buyers on a “servicing released” basis and (ii) the Contributed REO Property is transferred to each REO Subsidiary on a “servicing released” basis and pledged to Administrative Agent for the benefit of Buyers on a “servicing released” basis.

13. Representations and Warranties

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a. Seller represents and warrants to Administrative Agent and Buyers as of the date hereof and as of each Purchase Date for any Transaction that:

(1) Seller Party Existence . Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware. Each REO Subsidiary has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware.

(2) Licenses . Each Seller Party is duly licensed or is otherwise qualified in each jurisdiction in which it transacts business for the business which it conducts and is not in default of any applicable federal, state or local laws, rules and regulations unless, in either instance, the failure to take such action is not reasonably likely (either individually or in the aggregate) to cause a Material Adverse Effect. Each Seller Party has the requisite power and authority and legal right to originate and purchase each Transaction Mortgage Loan (as applicable) and to own, sell and grant a lien on all of its right, title and interest in and to the Transaction Mortgage Loans, and to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of, each Program Agreement and any Transaction Request. Seller is an FHA Approved Mortgagee and, to the extent Seller is originating VA Loans, a VA Approved Lender.

(3) Power . Each Seller Party has all requisite corporate or other power, and has all governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted, except where the lack of such licenses, authorizations, consents and approvals would not be reasonably likely to have a Material Adverse Effect.

(4) Due Authorization . Each Seller Party has all necessary corporate or other power, authority and legal right to execute, deliver and perform its obligations under each of the Program Agreements, as applicable. Each Program Agreement has been (or, in the case of Program Agreements not yet executed, will be) duly authorized, executed and delivered by such Seller Party, all requisite or other corporate action having been taken, and each is valid, binding and enforceable against such Seller Party in accordance with its terms except as such enforcement may be affected by bankruptcy, by other insolvency laws, or by general principles of equity.

(5) Reserved .

(6) Event of Default . There exists no Event of Default under Section 15 hereof.

(7) Solvency . Each Seller Party is solvent and will not be rendered insolvent by any Transaction and, after giving effect to such Transaction, will not be left with an unreasonably small amount of capital with which to engage in its business. No Seller Party is contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of such entity or any of its assets. The amount of consideration being received by Seller upon the sale of the Purchased Assets to Administrative Agent for the benefit of Buyers constitutes reasonably equivalent value and fair consideration for such Purchased Assets. The amount of consideration being received by Seller upon the transfer of the Contributed REO Properties to each REO Subsidiary constitutes

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reasonably equivalent value and fair consideration for such Contributed REO Properties. Seller is not transferring any Purchased Assets to Administrative Agent for the benefit of Buyers or any Contributed REO Property to any REO Subsidiary with any intent to hinder, delay or defraud any of its creditors.

(8) No Conflicts . The execution, delivery and performance by each Seller Party of each Program Agreement do not conflict with any term or provision of the formation documents or by‑laws of such Seller Party or any law, rule, regulation, order, judgment, writ, injunction or decree applicable to such Seller Party of any court, regulatory body, administrative agency or governmental body having jurisdiction over such Seller Party, which conflict would have a Material Adverse Effect and will not result in any violation of any such mortgage, instrument, agreement or obligation to which such Seller Party is a party.

(9) True and Complete Disclosure . All information, reports, exhibits, schedules, financial statements or certificates of Seller Parties or any Affiliate thereof or any of their officers furnished or to be furnished to Administrative Agent or Buyers in connection with the initial or any ongoing due diligence of any Seller Party or any Affiliate or officer thereof, and the negotiation, preparation, or delivery of the Program Agreements, when taken as a whole, (i) are true and complete and do not omit to disclose any material facts necessary to make the statements herein or therein, in light of the circumstances in which they are made, not misleading and (ii) with respect to financial statements, present fairly, in all material respects, the financial condition and results of operations of Seller as of the dates and for the periods indicated. All financial statements have been prepared in accordance with GAAP (other than monthly financial statements solely with respect to footnotes, year‑end adjustments and cash flow statements). Except as disclosed in such financial statements or pursuant to Section 17(b) hereof, Seller is not subject to any contingent liabilities or commitments that, individually or in the aggregate, have a material possibility of causing a Material Adverse Effect with respect to Seller.

(10) Approvals . No consent, approval, authorization or order of, registration or filing with, or notice to any governmental authority or court is required under applicable law in connection with the execution, delivery and performance by any Seller Party of each Program Agreement.

(11) Litigation . There is no action, proceeding or investigation pending with respect to which any Seller Party has received service of process or, to the best of such Seller Party’s knowledge threatened against it before any court, administrative agency or other tribunal (A) asserting the invalidity of any Program Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by any Program Agreement or (C) which is reasonably likely to be determined adversely and, if adversely determined, is reasonably likely to materially and adversely affect the validity of the Purchased Assets or Contributed REO Properties or the performance by it of its obligations under, or the validity or enforceability of any Program Agreement.

(12) Material Adverse Change . There has been no material adverse change in the business, operations, financial condition or properties of any Seller Party or its Affiliates since the

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date set forth in the most recent financial statements supplied to Administrative Agent as determined by Administrative Agent in its sole discretion.

(13) Ownership . Upon (a) payment of the Purchase Price and the filing of the financing statement and delivery of the Purchased Assets to the Custodian, delivery to Administrative Agent or Custodian of the originals of the Certificate re-registered in Administrative Agent’s name and the Custodian’s receipt of the related Request for Certification, Administrative Agent shall become the sole owner of the Purchased Assets and have a Lien on the related Repurchase Assets for the benefit of the Buyers and Repledgees, free and clear of all liens and encumbrances and (b) transfer of each Contributed REO Property to any REO Subsidiary by Seller, such REO Subsidiary shall become the sole owner of the Contributed REO Property transferred thereto, subject to the Lien of the Administrative Agent.

(14) Underwriting Guidelines . The Underwriting Guidelines provided to Administrative Agent are the true and correct Underwriting Guidelines in all material respects of the Seller.

(15) Taxes . Each Seller Party and its Subsidiaries have timely filed all material tax returns that are required to be filed by them and have paid all material taxes, except for any such taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided. The charges, accruals and reserves on the books of such Seller Party and its Subsidiaries in respect of taxes and other governmental charges are, in the opinion of Seller, adequate.

(16) Investment Company . (i) No Seller Party nor any of its Subsidiaries is an “investment company”, or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act and (ii) it is not necessary to register any REO Subsidiary under the Investment Company Act, for specified reasons other than the exemption provided by Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act.

(17) Chief Executive Office; Jurisdiction of Organization . On the Effective Date, Seller Parties’ chief executive office, is, and has been, located at 14405 Walters Road, Suite 200, Houston, TX 77014. On the Effective Date, Seller Parties’ jurisdiction of organization is Delaware. Seller shall provide Administrative Agent with thirty (30) days advance notice of any change in any Seller Party’s principal office or place of business or jurisdiction. Seller has no trade name. During the preceding five years, no Seller Party has been known by or done business under any other name, corporate or fictitious, and has not filed or had filed against it any bankruptcy receivership or similar petitions nor has it made any assignments for the benefit of creditors.

(18) Location of Books and Records . The location where Seller Parties keep their books and records, including all computer tapes and records relating to the Purchased Assets or Contributed REO Properties and the related Repurchase Assets, as applicable, is their chief executive office.

(19) Adjusted Tangible Net Worth . On the Effective Date, Seller’s Adjusted Tangible Net Worth is not less than the amount set forth in Section 2.1 of the Pricing Side Letter.

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(20) ERISA . Each Plan to which each Seller Party or its Subsidiaries make direct contributions, and, to the knowledge of such Seller Party, each other Plan and each Multiemployer Plan, is in compliance in all material respects with, and has been administered in all material respects in compliance with, the applicable provisions of ERISA, the Code and any other federal or state law.

(21) Adverse Selection . No Seller Party has selected the Purchased Assets or Contributed REO Properties in a manner so as to adversely affect Buyers’ interests.

(22) Reserved .

(23) Reserved .

(24) Agency Approvals . With respect to each Agency Security and to the extent necessary, Seller is an FHA Approved Mortgagee and a GNMA approved issuer. Seller is also approved by Fannie Mae as an approved lender and, to the extent necessary, approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act. In each such case, Seller is in good standing, with no event having occurred or Seller having any reason whatsoever to believe or suspect will occur prior to the issuance of the Agency Security or the consummation of the Take-out Commitment, as the case may be, including, without limitation, a change in insurance coverage which would either make Seller unable to comply with the eligibility requirements for maintaining all such applicable approvals or require notification to the relevant Agency or to HUD or FHA but only to the extent that such notification to the relevant Agency or to HUD or FHA is expected to result in a Material Adverse Effect. Should Seller for any reason cease to possess all such applicable approvals, or should notification to the relevant Agency or to HUD or FHA be required, Seller shall so notify Administrative Agent immediately in writing. Seller may, however, after providing prior written notice to Administrative Agent, voluntarily surrender or terminate its status as a Fannie Mae lender/servicer, notwithstanding any term, condition or provision of this Agreement to the contrary.

(25) No Reliance . Each Seller Party has made its own independent decisions to enter into the Program Agreements and each Transaction and as to whether such Transaction is appropriate and proper for it based upon its own judgment and upon advice from such advisors (including without limitation, legal counsel and accountants) as it has deemed necessary. No Seller Party is relying upon any advice from Administrative Agent or Buyers as to any aspect of the Transactions, including without limitation, the legal, accounting or tax treatment of such Transactions.

(26) Plan Assets . No Seller Party is an employee benefit plan as defined in Section 3 of Title I of ERISA, or a plan described in Section 4975(e)(1) of the Code, and the Purchased Assets and REO Properties are not “plan assets” within the meaning of 29 CFR §2510.3 101 as amended by Section 3(42) of ERISA, in any Seller Party’s hands, and transactions by or with any Seller Party are not subject to any state or local statute regulating investments or fiduciary obligations with respect to governmental plans within the meaning of Section 3(32) of ERISA.

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(27) No Prohibited Persons . No Seller Party nor any of its Affiliates, officers, directors, partners or members, is an entity or person (or to such Seller Party’s knowledge, owned or controlled by an entity or person): (i) that is listed in the Annex to, or is otherwise subject to the provisions of Executive Order 13224 issued on September 24, 2001 (“ EO13224 ”); (ii) whose name appears on the United States Treasury Department’s Office of Foreign Assets Control (“ OFAC ”) most current list of “Specifically Designated National and Blocked Persons” (which list may be published from time to time in various mediums including, but not limited to, the OFAC website, http:www.treas.gov/ofac/t11sdn.pdf); (iii) who commits, threatens to commit or supports “terrorism”, as that term is defined in EO13224; or (iv) who is otherwise affiliated with any entity or person listed above (any and all parties or persons described in clauses (i) through (iv) above are herein referred to as a “ Prohibited Person ”).

(28) Servicing . Seller services the Transaction Mortgage Loans and Contributed REO Properties in accordance with Accepted Servicing Practices.

(29) Compliance with 1933 Act . Except as contemplated herein, neither Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Certificate, any interest in any Certificate or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of any Certificate, any interest in any Certificate or any other similar security from, or otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of any Certificate under the 1933 Act or which would render the disposition of any Certificate a violation of Section 5 of the 1933 Act or require registration pursuant thereto.

(30) Margin Regulations . The use of all funds acquired by Seller under this Agreement will not conflict with or contravene any of Regulations D, T, U or X promulgated by the Board of Governors of the Federal Reserve System as the same may from time to time be amended, supplemented or otherwise modified.

b. With respect to every Purchased Asset and Contributed REO Property, Seller represents and warrants to Administrative Agent and Buyers as of the applicable Purchase Date for any Transaction and each date thereafter that each representation and warranty set forth on Schedule 1-A , Schedule 1-B, Schedule 1-C , and Schedule 1-D as applicable, is true and correct.

c. The representations and warranties set forth in this Agreement shall survive transfer of the Purchased Assets and the pledge of Contributed REO Properties to Administrative Agent for the benefit of Buyers and to each Buyer and shall continue for so long as the Purchased Assets and Contributed REO Properties are subject to this Agreement. Upon discovery by Seller, Servicer or Administrative Agent of any breach of any of the representations or warranties set forth in this Agreement, the party discovering such breach shall promptly give notice of such discovery to the others. Administrative Agent has the right to require, in its unreviewable discretion, Seller to repurchase within one (1) Business Day after receipt of notice from Administrative Agent any Purchased Asset or pay the Allocated Repurchase Price for any Contributed REO Property for which a breach of one or more of the representations and warranties referenced in Section 13.b) exists and

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which breach has a material adverse effect on the value of such Purchased Asset, Contributed REO Property or Transaction Mortgage Loan or the interests of Administrative Agent or Buyers.

14. Covenants

Seller as to itself, and each Seller Party, as applicable, covenants with Administrative Agent and Buyers that, during the term of this facility:

a. Litigation . Seller Parties will promptly, and to the extent permitted by applicable, law, rule or regulation, and in any event within ten (10) calendar days after service of process on any of the following, give to Administrative Agent notice of all litigation, actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are threatened or pending) or other legal or arbitrable proceedings affecting any Seller Party or any of its Subsidiaries or affecting any of the Property of any of them before any Governmental Authority that (i) questions or challenges the validity or enforceability of any of the Program Agreements or any action to be taken in connection with the transactions contemplated hereby or (ii) which, individually or in the aggregate, is reasonably likely to be adversely determined, and if adversely determined, could be reasonably likely to have a Material Adverse Effect. Seller will promptly provide notice of any judgment, which with the passage of time, could cause an Event of Default hereunder; provided, that, if disclosure of such information is not permitted by any law, rule or regulation, for as long as such disclosure is not permitted, Seller Parties shall (x) disclose to Administrative Agent any portion of such information that is permitted, (y) notify Administrative Agent of any material event in a level of specificity that would not violate such law, rule or regulation and (z) promptly seek permission to disclose the information from the necessary authorities and shall provide Administrative Agent such information upon receipt of such permission.

b. Prohibition of Fundamental Changes . No Seller Party shall enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of its assets (other than the sale or securitization of Mortgage Loans, servicing rights, each REO Subsidiary in connection with the Transactions under this Agreement, or interests in real property, foreclosed or otherwise, in the ordinary course of business of a Seller Party) provided , that Seller may merge or consolidate with (a) any wholly owned subsidiary of Guarantor or Seller (other than the REO Subsidiaries), or (b) any other Person if Seller is the surviving corporation; and provided further , that if after giving effect thereto, no Default would exist hereunder.

c. Servicing . Seller Parties shall not cause the Transaction Mortgage Loans and Contributed REO Properties to be serviced by any Servicer other than a Servicer expressly approved in writing by Administrative Agent on behalf of Buyers, which approval shall be deemed granted by Administrative Agent on behalf of Buyers with respect to Seller with the execution of this Agreement.

d. Insurance . The Seller shall continue to maintain, for Seller and its Subsidiaries, Fidelity Insurance in an aggregate amount at least equal to the amount required by GNMA to be maintained. The Seller shall maintain, for Seller and its Subsidiaries, Fidelity Insurance in respect of its officers, employees and agents, with respect to any claims made in connection with all or any

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portion of the Repurchase Assets. The Seller shall notify the Administrative Agent of any material change in the terms of any such Fidelity Insurance.

e. No Adverse Claims . Each Seller Party warrants and will defend, and shall cause any Servicer to defend, the right, title and interest of Administrative Agent and Buyers in and to all Purchased Assets, Contributed REO Properties and the related Repurchase Assets.

f. Assignment . Except as permitted herein, no Seller Party nor any Servicer shall sell, assign, transfer or otherwise dispose of, or grant any option with respect to, or pledge, hypothecate or grant a security interest in or lien on or otherwise encumber (except pursuant to the Program Agreements), any of the Purchased Assets or Contributed REO Properties or any interest therein to the extent of such Seller Party’s interest therein, provided that this Section shall not prevent any transfer of Purchased Assets or Contributed REO Properties in accordance with the Program Agreements.

g. Security Interest . Seller Parties shall do all things necessary to preserve the Purchased Assets, Contributed REO Properties and the related Repurchase Assets, as applicable, so that they remain subject to a first priority perfected security interest hereunder. Without limiting the foregoing, each Seller Party will comply with all rules, regulations and other laws of any Governmental Authority and cause the Purchased Assets, Contributed REO Properties or the related Repurchase Assets, as applicable, to comply, in all material respects, with all applicable rules, regulations and other laws. No Seller Party will allow any default for which such Seller Party is responsible to occur under any Purchased Assets, Contributed REO Properties or the related Repurchase Assets or any Program Agreement and each Seller Party shall fully perform or cause to be performed when due all of its obligations under any Purchased Assets, Contributed REO Properties or the related Repurchase Assets and any Program Agreement.

h. Records .

(1) Seller shall collect and maintain or cause to be collected and maintained all Records relating to the Purchased Assets, Contributed REO Properties and Repurchase Assets in accordance with industry custom and practice for assets similar to Purchased Assets, Contributed REO Properties and the Repurchase Assets, including those maintained pursuant to the preceding subparagraph, and all such Records shall be in Custodian’s possession unless Administrative Agent otherwise approves. Except in accordance with the Custodial Agreement, no Seller Party will allow any such papers, records or files that are an original or an only copy to leave Custodian’s possession, except for individual items removed in connection with servicing a specific Transaction Mortgage Loan or REO Property, in which event such Seller Party will obtain or cause to be obtained a receipt from a financially responsible person for any such paper, record or file. Seller Parties or the Servicer of the Purchased Assets and Contributed REO Properties will maintain all such Records not in the possession of Custodian in good and complete condition in accordance with industry practices for assets similar to the Purchased Assets and Contributed REO Properties and preserve them against loss.

(2) For so long as Administrative Agent has an interest in or lien on any Purchased Asset or Contributed REO Property, Seller Parties will hold or cause to be held all related Records

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in trust for Administrative Agent. Seller Parties shall notify, or cause to be notified, every other party holding any such Records of the interests and liens in favor of Administrative Agent granted hereby.

(3) Upon reasonable advance notice from Custodian or Administrative Agent, Seller Parties shall (x) make any and all such Records available to Custodian, Administrative Agent and a Buyer to examine any such Records, either by its own officers or employees, or by agents or contractors, or both, and make copies of all or any portion thereof, and (y) permit Administrative Agent or a Buyer or its authorized agents to discuss the affairs, finances and accounts of Seller with its chief operating officer and chief financial officer and to discuss the affairs, finances and accounts of Seller with its independent certified public accountants.

i. Books . Each Seller Party shall keep or cause to be kept in reasonable detail books and records of account of its assets and business and shall clearly reflect therein the transfer of Purchased Assets and REO Properties to Administrative Agent for the benefit of Buyers.

j. Approvals . Seller shall maintain all material licenses, permits or other approvals necessary for Seller to conduct its business and to perform its obligations under the Program Agreements.

k. Material Change in Business . Seller shall not make any material change in the nature of its business as carried on at the date hereof.

l. Underwriting Guidelines . Seller shall not permit any material modifications to be made to the Underwriting Guidelines (other than those required by HUD or GNMA) that will impact either Administrative Agent or any Buyer or the Transaction Mortgage Loans without the prior consent of Administrative Agent (such consent not to be unreasonably withheld). Seller agrees to deliver to Administrative Agent copies of the Underwriting Guidelines in the event that any changes are made to the Underwriting Guidelines following the Effective Date that could reasonably be expected to affect any of the Purchased Assets or REO Properties.

m. Use of Proceeds . Seller Parties shall use the Purchase Price from the Transactions following the Plan Effective Date to (i) pay off any outstanding obligations of the DIP Warehouse Facility Agreements (ii) acquire Purchased Assets hereunder, and (iii) to pay customary fees and closing costs in connection with this Agreement.

n. Applicable Law . Each Seller Party shall comply, in all material respects, with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority except where the failure to comply is not reasonably likely to have a Material Adverse Effect on Seller or any Purchased Assets.

o. Existence . Each Seller Party shall preserve and maintain its legal existence in the State of its formation and all of its material rights, privileges, licenses and franchises.

p. Chief Executive Office; Jurisdiction of Organization . No Seller Party shall move its chief executive office from the address referred to in Section 13(a)(17) or change its jurisdiction

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of organization from the jurisdiction referred to in Section 13(a)(17) unless it shall have provided Administrative Agent thirty (30) days’ prior written notice of such change.

q. Taxes . Each Seller Party shall timely file all material tax returns that are required to be filed by it and shall timely pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained.

r. Transactions with Affiliates . Without providing Administrative Agent with not less than forty-five (45) calendar days’ prior written notice of such event, Seller will not, nor shall Seller permit any other Seller Party to, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (x) otherwise permitted under the Program Agreements or (y) (A) in the ordinary course of such Seller Party’s business and (B) upon fair and reasonable terms no less favorable to such Seller Party than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.

s. Exit Guaranty . On the Plan Effective Date, Seller shall deliver to Administrative Agent (a) the Exit Guaranty, duly executed and delivered by Reorganized Guarantor, in form and substance acceptable to Administrative Agent in its sole discretion, (b) Seller’s counsel opinion with respect to Reorganized Guarantor substantially similar to the opinion delivered in connection with the Prepetition Guarantor, in form and substance acceptable to Administrative Agent in its sole discretion, (c) a certificate of the duly authorized Person of Reorganized Guarantor, attaching certified copies of Reorganized Guarantor’s organizational documents and resolutions approving the Program Agreements and transactions thereunder (either specifically or by general resolution) and all documents evidencing other necessary action or governmental approvals as may be required in connection with the Program Agreements, (d) an incumbency certificate of Reorganized Guarantor, certifying the names, true signatures and titles of the representatives duly authorized to request transactions hereunder and to execute the Program Agreements and (e) a certified copy of a good standing certificate from the jurisdiction of organization of Reorganized Guarantor, dated as of no earlier than the date ten (10) Business Days prior to the Plan Effective Date.

t. HUD and FHA Matters Regarding Income and Accounts with Respect to HECM Buyout .

(1) With respect to each HECM Buyout that is an FHA Loan, Seller Parties shall cause the Servicer to list the Servicer as the servicer on FHA HERMIT System, as applicable, and the Seller to be identified as the mortgagee of record on such system under mortgagee number 2461100006, and shall cause Servicer to submit all claims to HUD under such applicable number for remittance of amounts to the Clearing Account.

(2) Seller shall maintain HUD and GNMA approvals (including any waivers). Should Seller for any reason cease to possess a HUD or GNMA approval (including any waivers), Seller shall so notify Administrative Agent in writing. Administrative Agent hereby acknowledges

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that Seller has obtained a waiver in respect of its GNMA approval and that such waiver constitutes a part of its GNMA approval.

u. Reserved .

v. True and Correct Information . All information, reports, exhibits, schedules, financial statements or certificates of Seller Parties, any Affiliate thereof or any of their officers furnished to Administrative Agent and/or Buyers hereunder and during Administrative Agent’s and/or Buyers’ diligence of Seller Parties are and will be, when taken as a whole, true and complete and do not omit to disclose any material facts necessary to make the statements herein or therein, in light of the circumstances in which they are made, not misleading. All required financial statements, information and reports delivered by Seller to Administrative Agent and/or Buyers pursuant to this Agreement shall be prepared in accordance with U.S. GAAP, or, if applicable, to SEC filings, the appropriate SEC accounting regulations.

w. Agency Approvals . Seller shall maintain all Agency Approvals. Seller shall service all Transaction Mortgage Loans which are Committed Mortgage Loans in accordance with the applicable Agency Guide, in all material respects. Should Seller, for any reason, cease to possess all such applicable Agency Approvals, or should notification to the relevant Agency or to HUD, the FHA or the VA be required, such Seller shall so notify Administrative Agent immediately in writing, but only to the extent that such notification to the relevant Agency or HUD, the FHA or the VA is expected to result in a Material Adverse Effect. Notwithstanding the preceding sentence, Seller shall take all necessary action to maintain all of their applicable Agency Approvals at all times during the term of this Agreement and each outstanding Transaction.

x. Take‑out Payments . With respect to each Committed Mortgage Loan, Seller shall arrange that all payments under the related Take‑out Commitment shall be paid directly to Administrative Agent at the Inbound Account, or to an account approved by Administrative Agent in writing prior to such payment. With respect to any Take‑out Commitment with an Agency, if applicable, (1) with respect to the wire transfer instructions as set forth in Freddie Mac Form 987 (Wire Transfer Authorization for a Cash Warehouse Delivery) such wire transfer instructions are identical to Administrative Agent’s wire instructions or Administrative Agent has approved such wire transfer instructions in writing in its sole discretion, or (2) the Payee Number set forth on Fannie Mae Form 1068 (Fixed‑Rate, Graduated-Payment, or Growing-Equity Mortgage Loan Schedule) or Fannie Mae Form 1069 (Adjustable-Rate Mortgage Loan Schedule), as applicable, shall be identical to the Payee Number that has been identified by Administrative Agent in writing as Administrative Agent’s Payee Number or Administrative Agent shall have previously approved the related Payee Number in writing in its sole discretion; with respect to any Take‑out Commitment with an Agency, the applicable agency documents shall list Administrative Agent as sole subscriber, unless otherwise agreed to in writing by Administrative Agent, in Administrative Agent’s sole discretion.

y. Reserved .

z. Plan Assets . No Seller Party shall be an employee benefit plan as defined in Section 3 of Title I of ERISA, or a plan described in Section 4975(e)(1) of the Code and the Seller Parties

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shall not use “plan assets” within the meaning of 29 CFR §2510.3 101, as amended by Section 3(42) of ERISA to engage in this Agreement or any Transaction hereunder. Transactions by or with any Seller Party shall not be subject to any state or local statute regulating investments of or fiduciary obligations with respect to governmental plans within the meaning of Section 3(32) of ERISA.

aa. Sharing of Information . Upon an event which in the good faith discretion of Administrative Agent could result in a Default, the Seller Parties shall allow the Administrative Agent and Buyers to exchange information related to the Seller and the Transaction hereunder with third party lenders and the Seller shall permit each third party lender to share such information with the Administrative Agent and Buyers.

bb. Lender Insurance Authority . In the event that Seller has on the date hereof or subsequently receives Lender Insurance Authority, such authority shall not be revoked or suspended.

cc. Quality Control . Seller shall maintain an internal quality control program that verifies, on a regular basis, the existence and accuracy of all legal documents, credit documents, property appraisals, and underwriting decisions related to Mortgage Loans. Such program shall be capable of evaluating and monitoring the overall quality of Seller’s loan production and servicing activities. Such program shall (i) ensure that the Mortgage Loans are originated and serviced in accordance with prudent mortgage banking practices and accounting principles; (ii) guard against dishonest, fraudulent, or negligent acts; and (iii) guard against errors and omissions by officers, employees, or other authorized persons.

dd. Financial Covenants . Seller shall comply with all financial covenants and/or financial ratios set forth in Section 2 of the Pricing Side Letter as of the dates set forth therein.

ee. Most Favored Status . Seller and Administrative Agent each agree that should Seller or any Subsidiary thereof enter into a repurchase agreement, warehouse facility or similar credit facility in each case providing mortgage warehouse financing with any Person (including, without limitation, Administrative Agent or any of its Affiliates) which by its terms provides more favorable financial covenants covering the same or similar matters set forth in Section 14(dd) hereof (each, a “ More Favorable Agreement ”) then the Seller shall provide the Administrative Agent with notice of such more favorable terms contained in such More Favorable Agreement within five (5) Business Days of entering into such More Favorable Agreement and the terms of this Agreement or the Pricing Side Letter, as applicable, shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of Administrative Agent or an Affiliate of Administrative Agent; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller to Administrative Agent of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated.

ff. SPE Covenant; Separateness . Except as permitted by this Agreement, each REO Subsidiary shall (a) own no assets, and will not engage in any business, other than the assets and transactions specifically contemplated by this Agreement; (b) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant hereto or as permitted hereunder; (c) not make any loans or advances to any third party, and shall not acquire obligations or securities of its Affiliates; (d) pay

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its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; (e) comply with the provisions of its organizational documents; (f) do all things necessary to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed, without the prior written consent of Administrative Agent on behalf of Buyers; (g) maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates (except that such financial statements may be consolidated to the extent consolidation is required under GAAP or as a matter of applicable law; provided , that (A) appropriate notation shall be made on such financial statements if prepared to indicate the separateness of each REO Subsidiary from such Affiliate and to indicate that such REO Subsidiary’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (B) such assets shall also be listed on each REO Subsidiary’s own separate balance sheet if prepared and (C) each REO Subsidiary shall file its own tax returns if filed, except to the extent consolidation is required or permitted under applicable law); (h) with respect to an REO Subsidiary only, be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, and shall conduct business in its own name; (i) reserved ; (j) to the fullest extent permitted by law, not engage in or suffer any change of ownership, dissolution, winding up, liquidation, consolidation or merger in whole or in part other than such activities that are expressly permitted hereunder; (k) not commingle its funds or other assets with those of any Affiliate or any other Person; (l) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any affiliate or any other person other than as contemplated hereunder; (m) not and will not hold itself out to be responsible for the debts or obligations of any other Person; (n) cause each of its direct and indirect owners to agree not to (i) file or consent to the filing of any bankruptcy, insolvency or reorganization case or proceeding with respect to an REO Subsidiary; institute any proceedings under any applicable insolvency law or otherwise seek any relief under any laws relating to the relief from debts or the protection of debtors generally with respect to an REO Subsidiary; (ii) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for such REO Subsidiary, or a substantial portion of its properties; or (iii) make any assignment for the benefit of an REO Subsidiary’s creditors.

15. Events of Default

Each of the following shall constitute an “ Event of Default ” hereunder:

a. Payment Failure . Failure of Seller to (i) make any payment of Price Differential or Repurchase Price or any other sum which has become due, on a Payment Date or a Repurchase Date or otherwise, whether by acceleration or otherwise, under the terms of this Agreement, any other warehouse and security agreement or any other document evidencing or securing Indebtedness of Seller to Administrative Agent, Buyers or to any Affiliate of Administrative Agent or Buyers, or (ii) cure any Margin Deficit when due pursuant to Section 6 hereof.

b. Cross Default . (A) Seller, Guarantor or any of their Affiliates shall be in default under (i) any Indebtedness, in the aggregate, in excess of (x) $5,000,000 of Seller or of such Affiliate

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or (y) $250,000 with respect to any REO Subsidiary which default (1) involves the failure to pay (subject to any applicable cure period) a matured obligation, or (2) permits the acceleration (subject to any applicable cure period) of the maturity of obligations by any other party to or beneficiary with respect to such Indebtedness, or (ii) any other contract or contracts, in the aggregate in excess of (x) $5,000,000 to which Seller, Guarantor or such Affiliate is a party or (y) $250,000 to which any REO Subsidiary is a party which default (1) involves the failure to pay (subject to any applicable cure period) a matured obligation, or (2) permits the acceleration (subject to any applicable cure period) of the maturity of obligations by any other party to or beneficiary of such contract, or (B) there shall occur an “Event of Default” as such term is defined under the Ditech Repurchase Agreement.

c. Assignment . Assignment or attempted assignment by any Seller Party or Guarantor of this Agreement or any rights hereunder without first obtaining the specific written consent of Administrative Agent, or the granting by any Seller Party of any security interest, lien or other encumbrances on any Purchased Asset or Contributed REO Property, as applicable, to any person other than Administrative Agent.

d. Insolvency . An Act of Insolvency shall have occurred with respect to any Seller Party, Guarantor or any Affiliate.

e. Material Adverse Change . Any material adverse change in the Property, business, financial condition or operations of any Seller Party, Guarantor or any of their Affiliates shall occur, in each case as determined by Administrative Agent in its sole good faith discretion, or any other condition shall exist which, in Administrative Agent’s sole good faith discretion, constitutes a material impairment of any Seller Party’s ability to perform its obligations under this Agreement or any other Program Agreement.

f. Breach of Financial Representation or Covenant or Obligation . A breach by any Seller Party of any of the representations, warranties or covenants or obligations set forth in Sections13.a(1) ( Seller Party Existence ), 13.a(7) ( Solvency ), 13.a(12) ( Material Adverse Change ), 13.a(19) ( Adjusted Tangible Net Worth ), 13(a)(29) ( Compliance with 1933 Act ), 14.b) ( Prohibition of Fundamental Changes ), 14.o) ( Existence ), 14(z) ( Plan Assets ), 14(dd) ( Financial Covenants ), 14(ee) ( Most Favored Status ) or 14(ff) ( SPE Covenant; Separateness ) of this Agreement.

Breach of Non‑Financial Representation or Covenant . A breach by any Seller Party of any other material representation, warranty or covenant set forth in this Agreement (and not otherwise specified in Section 15(f) above) or any other Program Agreement, if such breach is not cured within five (5) Business Days or with respect to an event set forth in Section 14(c), thirty (30) calendar days, of such Seller Party’s or Guarantor’s knowledge thereof (other than the representations and warranties set forth in Schedule 1-A , Schedule 1-B , Schedule 1-C and Schedule 1-D which shall be considered solely for the purpose of determining the Asset Value, the existence of a Margin Deficit and the obligation to repurchase any Transaction Mortgage Loan, GNMA HMBS or REO Property unless (i) such party shall have made any such representations and warranties with knowledge that they were materially false or misleading at the time made, (ii) any such representations and warranties have been determined by Administrative Agent in its sole discretion to be

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materially false or misleading on a regular basis, or (iii) Administrative Agent, in its sole discretion, determines that such breach of a material representation, warranty or covenant materially and adversely affects (A) the condition (financial or otherwise) of such party, its Subsidiaries or Affiliates; or (B) Administrative Agent’s determination to enter into this Agreement or Transactions with such party, then such breach shall constitute an immediate Event of Default and no Seller Party shall have any cure right hereunder).

g. Change of Control . The occurrence of a Change in Control.

h. Failure to Transfer . Any Seller Party fails to either (i) transfer the Purchased Assets or pledge the Contributed REO Properties, as applicable, to Administrative Agent for the benefit the applicable Buyer or (ii) transfer Contributed REO Properties to an REO Subsidiary on the applicable Purchase Date (provided the Administrative Agent, on behalf of the applicable Buyer, has tendered the related Purchase Price).

i. Judgment . A final judgment or judgments for the payment of money in excess of (i) $5,000,000 in the aggregate shall be rendered against Seller Parties, Guarantor or any of their Affiliates or (ii) $250,000 against any REO Subsidiary by one or more courts, administrative tribunals or other bodies having jurisdiction and the same shall not be satisfied, discharged (or provision shall not be made for such discharge) or bonded, or a stay of execution thereof shall not be procured, within thirty (30) calendar days from the date of entry thereof.

j. Government Action . Any Governmental Authority or any person, agency or entity acting or purporting to act under governmental authority shall have taken any action to condemn, seize or appropriate, or to assume custody or control of, all or any substantial part of the Property of any Seller Party, Guarantor or any Affiliate thereof, or shall have taken any action to displace the management of any Seller Party, Guarantor or any Affiliate thereof or to materially curtail its authority in the conduct of the business which adversely impacts the value of the Purchased Assets, or any Seller Party, Guarantor or any Affiliate thereof, or takes any action in the nature of enforcement to remove, limit or restrict the approval of any Seller Party, Guarantor or Affiliate as an issuer, buyer or a seller/servicer of Purchased Assets or Contributed REO Properties or securities backed thereby which is reasonably likely to have a material adverse impact on the value of the Purchased Assets, or any Seller Party, Guarantor or any Affiliate thereof, and such action provided for in this Section 15(k) shall not have been discontinued or stayed within thirty (30) calendar days.

k. Inability to Perform . An officer of any Seller Party or Guarantor shall admit its inability to, or its intention not to, perform any of such Seller Party’s Obligations hereunder or Guarantor’s obligations hereunder or under the Guaranty.

l. Security Interest . This Agreement shall for any reason cease to create a valid, first priority security interest in any material portion of the Purchased Assets, Contributed REO Properties or other Repurchase Assets purported to be covered hereby.

m. Financial Statements . Seller’s or Guarantor’s audited annual financial statements or the notes thereto or other opinions or conclusions stated therein shall be qualified or limited by reference to the status of Seller or Guarantor as a “going concern” or a reference of similar import.

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n. Guarantor Breach . A breach by Guarantor of any representation, warranty or covenant set forth in the Guaranty or any other Program Agreement (subject to any applicable cure periods), any “event of default” by Guarantor under the Guaranty, any repudiation of the Guaranty by the Guarantor, or if the Guaranty is not enforceable against the Guarantor.

o. Servicer Default . A Servicer has defaulted, in any material respect, under the applicable Servicing Agreement and Seller has not, within thirty (30) calendar days, (i) replaced such Servicer with a successor Servicer approved by Administrative Agent in its sole discretion or (ii) repurchased all Transaction Mortgage Loans subject to the applicable Servicing Agreement.

p. Take-out Payments . A breach by Seller of any representation, warranty or covenant or obligation set forth in Section 14(x) immediately upon receipt of written notice to Seller of such breach from Administrative Agent.

q. Custodian . With respect to HECM Buyout, the Custodian fails to maintain its good standing under the GNMA Guide or FHA Regulations and is not replaced or Seller fails to repurchase all HECM Buyouts within sixty (60) calendar days.

An Event of Default shall be deemed to be continuing unless expressly waived by Administrative Agent in writing.

16. Remedies Upon Default

In the event that an Event of Default shall have occurred and be continuing, and subject to the Omnibus Master Refinancing Amendment:

a. Administrative Agent may, at its option (which option shall be deemed to have been exercised immediately upon the occurrence of an Act of Insolvency of any Seller Party or any Affiliate), declare an Event of Default to have occurred hereunder and, upon the exercise or deemed exercise of such option, the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (except that, in the event that the Purchase Date for any Transaction has not yet occurred as of the date of such exercise or deemed exercise, such Transaction shall be deemed immediately canceled). Administrative Agent shall (except upon the occurrence of an Act of Insolvency of a Seller Party or any Affiliate) give notice to Seller of the exercise of such option as promptly as practicable.

b. If Administrative Agent exercises or is deemed to have exercised the option referred to in subparagraph (a) of this Section, (i) Seller’s obligations in such Transactions to repurchase all Purchased Assets, Contributed REO Properties and Repurchase Assets, at the Repurchase Price therefor on the Repurchase Date determined in accordance with subparagraph (a) of this Section, shall thereupon become immediately due and payable, (ii) all Income paid after such exercise or deemed exercise shall be retained by Administrative Agent and applied, in Administrative Agent’s sole discretion, to the aggregate unpaid Repurchase Prices for all outstanding Transactions and any other amounts owing by Seller hereunder, and (iii) Seller shall immediately deliver to Administrative Agent the Asset Files relating to any Purchased Assets, Contributed REO Properties and Repurchase Assets subject to such Transactions then in a Seller Party’s possession or control.

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c. Administrative Agent also shall have the right to obtain physical possession, and to commence an action to obtain physical possession, of all Records and files of each Seller Party relating to the Purchased Assets and Contributed REO Properties and all documents relating to the Purchased Assets, Contributed REO Properties and Repurchase Assets (including, without limitation, any legal, credit or servicing files with respect to the Purchased Assets, Contributed REO Properties and Repurchase Assets) which are then or may thereafter come in to the possession of any Seller Party or any third party acting for such Seller Party. To obtain physical possession of any Purchased Assets, Contributed REO Properties or Repurchase Assets held by Custodian, Administrative Agent shall present to Custodian a Trust Receipt. Without limiting the rights of Administrative Agent hereto to pursue all other legal and equitable rights available to Administrative Agent for any Seller Party’s failure to perform its obligations under this Agreement, each of the Seller Parties acknowledges and agrees that the remedy at law for any failure to perform obligations hereunder would be inadequate and Administrative Agent shall be entitled to specific performance, injunctive relief, or other equitable remedies in the event of any such failure. The availability of these remedies shall not prohibit Administrative Agent from pursuing any other remedies for such breach, including the recovery of monetary damages.

d. Administrative Agent shall have the right to direct all servicers then servicing any Purchased Assets and Contributed REO Properties to remit all collections thereon to Administrative Agent, and if any such payments are received by any Seller Party, such Seller Party shall not commingle the amounts received with other funds of such Seller Party and shall promptly pay them over to Administrative Agent. Administrative Agent shall also have the right to terminate any one or all of the servicers then servicing any Purchased Assets and Contributed REO Properties with or without cause. In addition, Administrative Agent shall have the right to immediately sell the Purchased Assets and Contributed REO Properties and liquidate all Repurchase Assets. Such disposition of Purchased Assets, Contributed REO Properties and Repurchase Assets may be, at Administrative Agent’s option, on either a servicing-released or a servicing-retained basis. Administrative Agent shall not be required to give any warranties as to the Purchased Assets, Contributed REO Properties or Repurchase Assets with respect to any such disposition thereof. Administrative Agent may specifically disclaim or modify any warranties of title or the like relating to the Purchased Assets, Contributed REO Properties or Repurchase Assets. The foregoing procedure for disposition of the Purchased Assets, Contributed REO Properties or Repurchase Assets and liquidation of the Repurchase Assets shall not be considered to adversely affect the commercial reasonableness of any sale thereof. Each Seller Party agrees that it would not be commercially unreasonable for Administrative Agent to dispose of the Purchased Assets, Contributed REO Properties or the Repurchase Assets or any portion thereof by using internet sites that provide for the auction of assets similar to the Purchased Assets, Contributed REO Properties or the Repurchase Assets, or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Administrative Agent shall be entitled to place the Purchased Assets and Contributed REO Properties in a pool for issuance of mortgage-backed securities at the then-prevailing price for such securities and to sell such securities for such prevailing price in the open market. Administrative Agent shall also be entitled to sell any or all of such Purchased Assets, Contributed REO Properties and Repurchase Assets individually for the prevailing price. Administrative Agent shall also be entitled, in its sole discretion to elect, in lieu of selling all or a portion of such Purchased Assets, Contributed REO Properties and Repurchase Assets, to give the Seller credit for such Purchased Assets,

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Contributed REO Properties and the Repurchase Assets in an amount equal to the Market Value of the Purchased Assets, Contributed REO Properties and Repurchase Assets against the aggregate unpaid Repurchase Price and any other amounts owing by the Seller hereunder.

e. Upon the happening of one or more Events of Default, Administrative Agent may apply any proceeds from the liquidation of the Purchased Assets, Contributed REO Properties and Repurchase Assets to the Repurchase Prices hereunder and all other Obligations in the manner Administrative Agent deems appropriate in its sole discretion.

f. Each Seller Party shall be liable to Administrative Agent and each Buyer for (i) the amount of all reasonable legal or other expenses (including, without limitation, all costs and expenses of Administrative Agent and each Buyer in connection with the enforcement of this Agreement or any other agreement evidencing a Transaction), whether in action, suit or litigation or bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally, further including, without limitation, the reasonable fees and expenses of counsel (including the costs of internal counsel of Administrative Agent and Buyers) incurred in connection with or as a result of an Event of Default, (ii) damages in an amount equal to the cost (including all fees, expenses and commissions) of entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of an Event of Default, and (iii) any other loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of Default in respect of a Transaction.

g. Seller further recognizes that Administrative Agent may be unable to effect a public sale of any or all of the REO Subsidiary Interests, by reason of certain prohibitions contained in the 1934 Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not a view to the distribution or resale thereof. In view of the nature of the REO Properties, Seller agrees that liquidation of any REO Property may be conducted in a private sale and at such price as Administrative Agent may deem commercially reasonable. Administrative Agent shall be under no obligation to delay a sale of any of the REO Subsidiary Interests for the period of time necessary to permit the Seller to register the REO Subsidiary Interests for public sale under the 1934 Act, or under applicable state securities laws, even if Seller would agree to do so.

h. To the extent permitted by applicable law, Seller shall be liable to Administrative Agent and each Buyer for interest on any amounts owing by Seller hereunder, from the date Seller becomes liable for such amounts hereunder until such amounts are (i) paid in full by Seller or (ii) satisfied in full by the exercise of Administrative Agent’s and Buyers’ rights hereunder. Interest on any sum payable by Seller under this Section 16(h) shall accrue at a rate equal to the Post Default Rate.

i. Administrative Agent shall have, in addition to its rights hereunder, any rights otherwise available to it under any other agreement or applicable law.

j. Administrative Agent may exercise one or more of the remedies available to Administrative Agent immediately upon the occurrence of an Event of Default and, except to the extent provided in subsections (a) and (d) of this Section, at any time thereafter without notice to

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Seller Parties. All rights and remedies arising under this Agreement as amended from time to time hereunder are cumulative and not exclusive of any other rights or remedies which Administrative Agent may have.

k. Administrative Agent may enforce its rights and remedies hereunder without prior judicial process or hearing, and each Seller Party hereby expressly waives any defenses such Seller Party might otherwise have to require Administrative Agent to enforce its rights by judicial process. Each Seller Party also waives any defense (other than a defense of payment or performance) such Seller Party might otherwise have arising from the use of nonjudicial process, enforcement and sale of all or any portion of the Repurchase Assets, or from any other election of remedies. Each Seller Party recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at arm’s length.

l. Administrative Agent shall have the right to perform reasonable due diligence with respect to any Seller Party and the Purchased Assets, the Contributed REO Properties and the Repurchase Assets, which review shall be at the expense of Seller.

17. Reports

a. Default Notices . Seller shall furnish to Administrative Agent (i) promptly, copies of any material and adverse notices (including, without limitation, notices of defaults, breaches, potential defaults or potential breaches) and any material financial information that is not otherwise required to be provided by Seller hereunder which is given to Seller’s lenders and (ii) immediately, notice of the occurrence of any (A) Event of Default hereunder, (B) default or breach by Seller or Servicer of any obligation under any Program Agreement or any material contract or agreement of Seller or Servicer or (C) event or circumstance that such party reasonably expects has resulted in, or will, with the passage of time, result in, a Material Adverse Effect or an Event of Default or such a default or breach by such party.

b. Financial Notices . Seller shall furnish to Administrative Agent:

(1) as soon as available and in any event within forty-five (45) calendar days after the end of each calendar month (other than a calendar month which is also the last month in a fiscal quarter), the unaudited consolidated balance sheets of Seller and its consolidated Subsidiaries as of the end of such period and the related unaudited consolidated statements of comprehensive income for the Seller and its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Seller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Seller and its consolidated Subsidiaries in accordance with GAAP consistently applied, as at the end of, and for, such period;

(2) as soon as available and in any event within (x) forty-five (45) calendar days after the end of each of the first three fiscal quarters, the unaudited consolidated balance sheets of Seller and its consolidated Subsidiaries as of the end of such period and the related unaudited consolidated statements of comprehensive income and stockholders’ equity and of cash flows for the Seller and its consolidated Subsidiaries for such period and the portion of the fiscal year through

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the end of such period, accompanied by a certificate of a Responsible Officer of Seller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Seller and its consolidated Subsidiaries in accordance with GAAP consistently applied, as at the end of, and for, such period;

(3) as soon as available and in any event within ninety (90) calendar days after the end of each fiscal year of Seller, the consolidated balance sheets of Seller and its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of comprehensive income and stockholders’ equity and of cash flows for the Seller and its consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Administrative Agent in its sole discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Seller and its respective consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP;

(4) Reserved ;

(5) at the time the Seller furnishes each set of financial statements pursuant to Section 17(b)(1), (1) or (3) above, an Officer’s Compliance Certificate of a Responsible Officer of Seller in the form attached as Exhibit A to the Pricing Side Letter;

(6) as soon as available and in any event within thirty (30) calendar days of receipt thereof;

(a) if applicable, copies of any 10‑Ks, 10‑Qs, registration statements and other “ corporate finance ” SEC filings by Guarantor, within 5 Business Days of their filing with the SEC; provided, that, Guarantor or any Affiliate will provide Administrative Agent with a copy of the annual 10‑K filed with the SEC by Guarantor or its Affiliates, no later than ninety (90) calendar days after the end of the year; provided, however, that this clause (6)(a) is deemed to be satisfied by Seller arranging for Administrative Agent to receive automatic email notifications from Guarantor with respect to such items;

(b) solely with respect to Seller as an originator or purchaser of Transaction Mortgage Loans and not in its capacity as a Servicer, copies of relevant portions of all final written Agency, FHA, VA, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required or (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non‑renewal;

(c) such other information regarding the financial condition, operations, or business of any Seller Party as Administrative Agent may reasonably request; and

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(d) the particulars of any Event of Termination in reasonable detail.

c. Notices of Certain Events . As soon as possible and in any event within five (5) Business Days of knowledge thereof, Seller shall furnish to Administrative Agent notice of the following events:

(1) Upon knowledge of a Responsible Officer of Seller or a Person listed on Schedule 2 hereto, with respect to any Transaction Mortgage Loan, GNMA HMBS or REO Property, that the underlying Mortgaged Property has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as to affect adversely the value of such Transaction Mortgage Loan, GNMA HMBS or REO Property in an amount in excess of $5,000;

(2) any material issues raised upon examination of any Seller Party or its facilities by any Governmental Authority to the extent such matters may be disclosed;

(3) any default related to any Repurchase Asset or any lien or security interest (other than security interests created hereby or by the other Program Agreements) on, or claim asserted against, any of the Purchased Assets, Contributed REO Properties or Repurchase Assets; and

(4) any other event, circumstance or condition that has resulted, or has a possibility of resulting, in a Material Adverse Effect with respect to a Seller Party or Servicer; and

d. Portfolio Performance Data . On the first Reporting Date of each calendar month, Seller will furnish to Administrative Agent (i) in the event the Transaction Mortgage Loans and Contributed REO Properties are serviced on a “retained” basis, an electronic Transaction Mortgage Loan and Contributed REO Property performance data, including, without limitation, delinquency reports and volume information, broken down by product (i.e., delinquency, foreclosure and net charge off reports) and (ii) electronically, in a format mutually acceptable to Administrative Agent and Seller, servicing information, including, without limitation, those fields reasonably requested by Administrative Agent from time to time, on a loan by loan basis and in the aggregate, with respect to the Transaction Mortgage Loans and Contributed REO Properties serviced by Seller or any Servicer for the month (or any portion thereof) prior to the Reporting Date. In addition to the foregoing information on each Reporting Date, Seller will furnish to Administrative Agent such information upon the occurrence and continuation of an Event of Default.

e. Reserved .

f. Other Reports . Seller shall deliver to Administrative Agent any other reports or information reasonably requested by Administrative Agent or as otherwise required pursuant to this Agreement.

18. Repurchase Transactions

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To the extent the Buyers are constituted solely of CS Buyers and any Affiliate thereof, and subject to Section 4(a), Section 4(c), Section 6 and this Section 18, a Buyer may, in its sole election, engage in repurchase transactions (as “seller” thereunder) with any or all of the Transaction Mortgage Loans, GNMA HMBS and/or Repurchase Assets or pledge, hypothecate, assign, transfer or otherwise convey any or all of the Transaction Mortgage Loans, GNMA HMBS and/or Repurchase Assets with a counterparty of Buyers’ choice (such transaction, a “ Repledge Transaction ”). Any Repledge Transaction shall be effected by notice to the Administrative Agent, and shall be reflected on the books and records of the Administrative Agent. No such Repledge Transaction shall relieve such Buyer of its obligations to transfer Transaction Mortgage Loans, GNMA HMBS and Repurchase Assets to Seller (and not substitutions thereof) pursuant to the terms hereof. In furtherance, and not by limitation of, the foregoing, it is acknowledged that each counterparty under a Repledge Transaction (a “ Repledgee ”), is a repledgee as contemplated by Sections 9-207 and 9-623 of the UCC (and the relevant Official Comments thereunder). Administrative Agent and Buyers are each hereby authorized to share any information delivered hereunder with the Repledgee.

19. Single Agreement

Administrative Agent, Buyers and each Seller Party acknowledge they have and will enter into each Transaction hereunder, in consideration of and in reliance upon the fact that, all Transactions hereunder constitute a single business and contractual relationship and have been made in consideration of each other. Accordingly, each of Administrative Agent, Buyers and each Seller Party agrees (i) to perform all of its obligations in respect of each Transaction hereunder, and that a default in the performance of any such obligations shall constitute a default by it in respect of all Transactions hereunder, and (ii) that payments, deliveries and other transfers made by either of them in respect of any Transaction shall be deemed to have been made in consideration of payments, deliveries and other transfers in respect of any other Transactions hereunder, and the obligations to make any such payments, deliveries and other transfers may be applied against each other and netted.

20. Notices and Other Communications

Any and all notices (with the exception of Transaction Requests which shall be delivered via electronic mail or other electronic medium agreed to by the Administrative Agent and the Seller), statements, demands or other communications hereunder may be given by a party to the other by mail, email, facsimile, messenger or otherwise to the address specified below, or so sent to such party at any other place specified in a notice of change of address hereafter received by the other. All notices, demands and requests hereunder may be made orally, to be confirmed promptly in writing, or by other communication as specified in the preceding sentence. In all cases, to the extent that the related individual set forth in the respective “Attention” line is no longer employed by the respective Person, such notice may be given to the attention of a Responsible Officer of the respective Person or to the attention of such individual or individuals as subsequently notified in writing by a Responsible Officer of the respective Person.

If to a Seller Party:

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Reverse Mortgage Solutions, Inc.
14405 Walters Road, Suite 200
Houston, TX 77014
Attention: Treasurer, Andrew G. Dokos
Telephone: 832- 616-5815
Email: Andrew.dokos@rmsnav.com

With a copy to:

Reverse Mortgage Solutions, Inc.
14405 Walters Road, Suite 200
Houston, TX 77014
Attention: General Counsel

And a copy to:

Walter Investment Management Corp.
345 St. Peter Street, Suite 1100
St. Paul, MN 55102
Attention: Cheryl Collins
Telephone: 651-293-3410
Fax: 651-293-5746
Email: Cheryl.collins@walterinvestment.com

If to Administrative Agent:

For Transaction Requests :

Credit Suisse First Boston Mortgage Capital LLC
c/o Credit Suisse Securities (USA) LLC
One Madison Avenue, 2nd Floor
New York, New York 10010
Attention: Christopher Bergs, Resi Mortgage Warehouse Ops
Phone: 212‑538‑5087
E‑mail: christopher.bergs@credit‑suisse.com

with a copy to:

Credit Suisse First Boston Mortgage Capital LLC
c/o Credit Suisse Securities (USA) LLC
Eleven Madison Avenue, 4th Floor
New York, NY 10010
Attention: Margaret Dellafera
E‑mail: margaret.dellafera @credit‑suisse.com

and

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if to Barclays:

Barclays Bank PLC

745 Seventh Avenue, 5th Floor

New York, New York 10019

Attention: Joseph O’Doherty

Phone Number: 212-528-7482

E mail: joseph.o’doherty@barclays.com

with a copy to:

Barclays Bank PLC

745 Seventh Avenue, 20th Floor

New York, New York 10019

Attention: Legal Department—RMBS Warehouse Lending

For all other Notices :

Credit Suisse First Boston Mortgage Capital LLC
c/o Credit Suisse Securities (USA) LLC
Eleven Madison Avenue, 4th Floor
New York, New York 10010
Attention: Margaret Dellafera
Phone Number: 212‑325‑6471
Fax Number: 212‑743‑4810
E‑mail: margaret.dellafera@credit‑suisse.com

and
Barclays Bank PLC

745 Seventh Avenue, 5th Floor

New York, New York 10019

Attention: Joseph O’Doherty

Attention: Legal Department—RMBS Warehouse Lending

Phone Number: 212-528-7482

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E mail: joseph.o’doherty@barclays.com

21. Entire Agreement; Severability

22. Non assignability

a. Assignments . The Program Agreements are not assignable by any Seller Party. Subject to Section 36 (Acknowledgement of Assignment and Administration of Repurchase Agreement) hereof, Administrative Agent and Buyers may from time to time assign all or a portion of their rights and obligations under this Agreement and the Program Agreements pursuant to the Administration Agreement; provided , however that Administrative Agent shall maintain, solely for this purpose as a non-fiduciary agent of any Seller Party, for review by any Seller Party upon written request, a register of assignees and participants (the “ Register ”) and a copy of an executed assignment and acceptance by Administrative Agent and assignee (“ Assignment and Acceptance ”), specifying the percentage or portion of such rights and obligations assigned and Seller shall only be required to deal directly with the Administrative Agent. The entries in the Register shall be conclusive absent manifest error, and the Seller Parties, Administrative Agent and Buyers shall treat each Person whose name is recorded in the Register pursuant to the preceding sentence as a Buyer hereunder. Upon such assignment and recordation in the Register, (a) such assignee shall be a party hereto and to each Program Agreement to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Administrative Agent and Buyers hereunder, as applicable, and (b) Administrative Agent and Buyers shall, to the extent that such rights and obligations have been so assigned by them to either (i) an Affiliate of Administrative Agent or Buyers which assumes the obligations of Administrative Agent and Buyers, as applicable or (ii) another Person approved by any Seller Party (such approval not to be unreasonably withheld) which assumes the obligations of Administrative Agent and Buyers, as applicable, be released from its obligations hereunder and under the Program Agreements. Any assignment hereunder shall be deemed a joinder of such assignee as a Buyer hereto. Unless otherwise stated in the Assignment and Acceptance, the Seller Parties shall continue to take directions solely from Administrative Agent unless otherwise notified by Administrative Agent in writing. Administrative Agent and Buyers may distribute to any prospective or actual assignee this Agreement, the other Program Agreements, any document or other information delivered to Administrative Agent and/or Buyers by any Seller Party.

b. Participations . Any Buyer may sell participations to one or more Persons in or to all or a portion of its rights and obligations under this Agreement and under the Program Agreements; provided, however, that (i) such Buyer’s obligations under this Agreement and the other Program

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Agreements shall remain unchanged, (ii) such Buyer shall remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) Seller Parties shall continue to deal solely and directly with Administrative Agent and/or Buyers in connection with such Buyer’s rights and obligations under this Agreement and the other Program Agreements except as provided in Section 7. Administrative Agent and Buyers may distribute to any prospective or actual participant this Agreement, the other Program Agreements any document or other information delivered to Administrative Agent and/or Buyers by any Seller Party.

23. Set‑off; Netting

24. Binding Effect; Governing Law; Jurisdiction

a. This Agreement shall be binding and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Each Seller Party acknowledges that the obligations of Administrative Agent and Buyers hereunder or otherwise are not the subject of any guaranty by, or recourse to, any direct or indirect parent or other Affiliate of Administrative Agent and Buyers. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

b. EACH OF SELLER PARTIES AND ADMINISTRATIVE AGENT HEREBY WAIVES TRIAL BY JURY. EACH OF SELLER PARTIES AND BUYER HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY COURT OF THE STATE OF NEW YORK, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, ARISING OUT OF OR RELATING TO THE PROGRAM AGREEMENTS IN ANY ACTION OR PROCEEDING. EACH OF SELLER PARTIES AND ADMINISTRATIVE AGENT HEREBY SUBMITS TO, AND WAIVES ANY OBJECTION IT MAY HAVE TO, EXCLUSIVE PERSONAL JURISDICTION AND VENUE IN THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WITH RESPECT TO ANY DISPUTES ARISING OUT OF OR RELATING TO THE PROGRAM AGREEMENTS.

25. No Waivers, Etc.

No express or implied waiver of any Event of Default by either party shall constitute a waiver of any other Event of Default and no exercise of any remedy hereunder by any party shall constitute a waiver of its right to exercise any other remedy hereunder. No modification or waiver of any provision of this Agreement and no consent by any party to a departure herefrom shall be effective unless and until such shall be in writing and duly executed by both of the parties hereto. Without limitation on any of the foregoing, the failure to give a notice pursuant to Section 6(a), Section 16(a) or otherwise, will not constitute a waiver of any right to do so at a later date.

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26. Intent

a. The parties recognize that each Transaction is a “ repurchase agreement ” as that term is defined in Section 101 of Title 11 of the United States Code, as amended, a “ securities contract ” as that term is defined in Section 741 of Title 11 of the United States Code, as amended, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, that all payments hereunder are deemed “ margin payments ” or “ settlement payments ” as defined in Title 11 of the United States Code, and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. Seller Parties and Administrative Agent and Buyers further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a).

b. Administrative Agent’s or a Buyer’s right to liquidate the Purchased Assets and Repurchase Assets delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 16 hereof is a contractual right to liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555, 559 and 561; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5).

c. Reserved .

d. It is understood that this Agreement constitutes a “ netting contract ” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“ FDICIA ”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “ covered contractual payment entitlement ” or “ covered contractual payment obligation ”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “ financial institution ” as that term is defined in FDICIA).

e. This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 101(47), Section 555, Section 559 and Section 741 under the Bankruptcy Code.

f. Each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, the Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

27. Disclosure Relating to Certain Federal Protections

The parties acknowledge that they have been advised that:

a. in the case of Transactions in which one of the parties is a broker or dealer registered with the SEC under Section 15 of the 1934 Act, the Securities Investor Protection Corporation has

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taken the position that the provisions of the SIPA do not protect the other party with respect to any Transaction hereunder;

b. in the case of Transactions in which one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, SIPA will not provide protection to the other party with respect to any Transaction hereunder; and

c. in the case of Transactions in which one of the parties is a financial institution, funds held by the financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, as applicable.

28. Power of Attorney

Each Seller Party hereby authorizes Administrative Agent to file such financing statement or statements relating to the Repurchase Assets without such Seller Party’s signature thereon as Administrative Agent, at its option, may deem appropriate. Each Seller Party hereby respectively appoints Administrative Agent as such Seller Party’s agent and attorney-in-fact to execute any such financing statement or statements in such Seller Party’s name and, upon the occurrence and continuance of an Event of Default, to perform all other acts which Administrative Agent deems appropriate to perfect and continue its ownership interest in and/or the security interest granted hereby, if applicable, and to protect, preserve and realize upon the Repurchase Assets, including, but not limited to, the right to endorse notes, complete blanks in documents, transfer servicing, and sign assignments on behalf of such Seller Party as its agent and attorney-in-fact. This agency and power of attorney is coupled with an interest and is irrevocable without Administrative Agent’s consent. Notwithstanding the foregoing, the power of attorney hereby granted may be exercised only during the occurrence and continuance of any Default hereunder. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 28. In addition the foregoing, each Seller Party agrees to execute a Power of Attorney, in the form of Exhibit D hereto, to be delivered on the date hereof.

29. Buyers May Act Through Administrative Agent

Each Buyer has designated the Administrative Agent for the purpose of performing any action hereunder.

30. Indemnification; Obligations

a. Seller agrees to hold Administrative Agent, Buyers and each of their respective Affiliates and their officers, directors, employees, agents and advisors (each, an “ Indemnified Party ”) harmless from and indemnify each Indemnified Party (and will reimburse each Indemnified Party as the same is incurred) against all liabilities, losses, damages, judgments, costs and expenses (including, without limitation, reasonable fees and expenses of counsel) of any kind which may be imposed on, incurred by, or asserted against any Indemnified Party by any third party relating to or arising out of this Agreement, any Transaction Request, any Program Agreement or any transaction

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contemplated hereby or thereby resulting from anything other than the Indemnified Party’s gross negligence or willful misconduct. Seller also agrees to reimburse each Indemnified Party for all reasonable expenses in connection with the enforcement of this Agreement and the exercise of any right or remedy provided for herein, any Transaction Request and any Program Agreement, including, without limitation, the reasonable fees and disbursements of counsel. Seller’s agreements in this Section 30 shall survive the payment in full of the Repurchase Price and the expiration or termination of this Agreement. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller and are not limited to recoveries each Indemnified Party may have with respect to the Purchased Assets, Contributed REO Properties and Repurchase Assets. Each of Seller, Administrative Agent and each Buyer also agrees not to assert any claim against the other or any of such party’s, or any of such party’s respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the facility established hereunder, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES.

b. Without limitation to the provisions of Section 4, if any payment of the Repurchase Price of any Transaction or Purchase Price Increase is made by Seller other than on the then scheduled Repurchase Date thereto as a result of an acceleration of the Repurchase Date pursuant to Section 16 or for any other reason, Seller shall, upon demand by Administrative Agent, pay to Administrative Agent on behalf of Buyers an amount sufficient to compensate Buyers for any losses, costs or expenses that they may reasonably incur as of a result of such payment.

c. Without limiting the provisions of Section 30(a) hereof, if Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Administrative Agent (subject to reimbursement by Seller), in its sole discretion.

31. Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in a Portable Document Format (PDF) or by facsimile shall be effective as delivery of a manually executed original counterpart of this Agreement.

32. Confidentiality

a. This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Administrative Agent and Buyers and shall be held by each Seller Party in strict confidence and shall not be disclosed to any third party without the written consent of Administrative Agent except for (i) disclosure to Administrative Agent’s, Buyers’, Seller Party’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence,

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(ii) disclosure required by law, rule, regulation or order of a court or other regulatory body, (iii) disclosure to the disclosing party’s direct and indirect Affiliates and Subsidiaries, attorneys, accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, (iv) disclosure required by law, rule, regulation or order of a court or other regulatory body (“ Governmental Order ”) or rating agency in connection with any securities issued by Buyer or an Affiliate of a Buyer, (v) disclosure as Administrative Agent and Buyers deem appropriate in connection with the enforcement of Administrative Agent’s or Buyers’ rights hereunder or under any Transaction or in connection with working with Administrative Agent’s and Buyer’s Affiliates, Subsidiaries and representatives in connection with the management and/or review of the Transactions, (vi) disclosure of any confidential terms that are in the public domain other than due to a breach of this covenant, or (vii) disclosure made to an assignee, participant, repledgee or any of their direct and indirect Affiliates and Subsidiaries, representatives, attorneys or accountants, but only to the extent such disclosure is necessary in connection with the transactions or performing rights or obligations hereunder. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Program Agreement, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the Transactions, any fact relevant to understanding the federal, state and local tax treatment of the Transactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Seller may not disclose the name of or identifying information with respect to Administrative Agent and Buyers or any pricing terms (including, without limitation, the Pricing Rate, Commitment Fee, Purchase Price Percentage, Purchase Price and any other fees specified in the Pricing Side Letter) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the federal, state and local tax treatment of the Transactions and is not relevant to understanding the federal, state and local tax treatment of the Transactions, without the prior written consent of the Administrative Agent.

b. Notwithstanding anything in this Agreement to the contrary, each of the Seller Parties and Administrative Agent shall comply with all applicable local, state and federal laws, including, without limitation, all privacy and data protection law, rules and regulations that are applicable to the Purchased Assets and the Repurchase Assets and/or any applicable terms of this Agreement, including information pertaining to any Purchased Asset that is not purchased hereunder or customer or loan information that another lender may share with the Administrative Agent pursuant to an intercreditor agreement or other agreement (the “ Confidential Information ”). Each of Seller Party and Administrative Agent understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Gramm‑Leach‑Bliley Act (the “ GLB Act ”), and each of Seller Party and Administrative Agent agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Seller shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Administrative Agent and Buyers or any Affiliate of Administrative Agent or Buyers which the Seller holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Seller represents and warrants that it has implemented appropriate

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measures to meet the objectives of Section 501(b) of the GLB Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Seller will provide evidence reasonably satisfactory to allow Administrative Agent and/or Buyers to confirm that the providing party has satisfied its obligations as required under this Section. Without limitation, this may include Administrative Agent’s or Buyers’ review of audits, summaries of test results, and other equivalent evaluations of the Seller. Seller shall notify Administrative Agent immediately following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Administrative Agent, Buyers or any Affiliate of Buyers provided directly to such Seller Party by Administrative Agent, Buyers or such Affiliate. Each Seller Party shall provide such notice to Administrative Agent by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.

33. Recording of Communications

Administrative Agent, Buyers and Seller Parties shall have the right (but not the obligation) from time to time to make or cause to be made tape recordings of communications between its employees and those of the other party with respect to Transactions. Administrative Agent, Buyers and Seller Parties consent to the admissibility of such tape recordings in any court, arbitration, or other proceedings. The parties agree that a duly authenticated transcript of such a tape recording shall be deemed to be a writing conclusively evidencing the parties’ agreement.

34. Periodic Due Diligence Review

Seller acknowledges that Administrative Agent and Buyers have the right to perform continuing due diligence reviews with respect to each Seller Party and the Purchased Assets and Contributed REO Properties, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, for the purpose of performing quality control review of the Purchased Assets and Contributed REO Properties or otherwise, and Seller agrees that upon reasonable (but no less than three (3) Business Days’) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to Seller, Administrative Agent, Buyers or their authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Asset Files and any and all documents, data, records, agreements, instruments or information relating to such Repurchase Assets (including, without limitation, quality control review) in the possession or under the control of Seller Parties and/or the Custodian. Seller also shall make available to Administrative Agent and Buyers a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Asset Files and the Repurchase Assets. Without limiting the generality of the foregoing, Seller acknowledges that Administrative Agent and Buyers may purchase Purchased Assets and the Contributed REO Properties or enter into Transactions with respect to Transaction Mortgage Loans from Seller based solely upon the information provided by Seller to Administrative Agent and Buyers in the Asset Schedule and the representations, warranties and covenants contained herein, and that Administrative Agent or Buyers, at their option, have the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets, Contributed REO Properties and Repurchase Assets purchased in a Transaction, including, without limitation, ordering broker’s

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price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re‑generating the information used to originate such Transaction Mortgage Loan. Administrative Agent or Buyers may underwrite such Purchased Assets and Contributed REO Properties itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Administrative Agent, Buyers and any third party underwriter in connection with such underwriting, including, but not limited to, providing Administrative Agent, Buyers and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Asset and Contributed REO Properties in the possession, or under the control, of Seller. Seller further agrees that Seller shall pay all out‑of‑pocket costs and expenses incurred by Administrative Agent and Buyers in connection with Administrative Agent’s and Buyers’ activities pursuant to this Section 34; provided that Administrative Agent shall notify Seller of any due diligence expenses in excess of $25,000 per annum.

35. Authorizations

Any of the persons whose signatures and titles appear on Schedule 2 are authorized, acting singly, to act for Seller Parties or Administrative Agent to the extent set forth therein, as the case may be, under this Agreement. The Seller Parties may amend Schedule 2 from time to time by delivering a revised Schedule 2 to Administrative Agent and expressly stating that such revised Schedule 2 shall replace the existing Schedule 2 .

36. Acknowledgment of Assignment and Administration of Repurchase Agreement

Pursuant to Section 22 (Non assignability) of this Agreement, Administrative Agent or a Buyer may sell, transfer and convey or allocate certain Transaction Mortgage Loans, GNMA HMBS and the related Repurchase Assets and related Transactions to certain affiliates of Administrative Agent or of a Buyer and/or one or more CP Conduits or CP Conduits affiliated with Barclays (the “ Additional Buyers ”), subject, in all cases, to the Administration Agreement. The Seller Parties each hereby acknowledge and agree to the joinder of such Additional Buyers and the assignments and the terms and provisions set forth in the Administration Agreement. The Administrative Agent shall administer the provisions of this Agreement, subject to the terms of the Administration Agreement for the benefit of the Buyers and any Repledgees, as applicable. For the avoidance of doubt, all payments, notices, communications and agreements pursuant to this Agreement shall be delivered to, and entered into by, the Administrative Agent for the benefit of the Buyers and/or the Repledgees, as applicable and the Buyers shall not have any direct right against the Seller under this Agreement. Furthermore, to the extent that the Administrative Agent exercises remedies pursuant to this Agreement, solely the Administrative Agent will have the right to bid on and/or purchase any of the Repurchase Assets pursuant to Section 16 (Remedies Upon Default). The benefit of all representations, rights, remedies and covenants set forth in the Agreement shall inure to the benefit of the Administrative Agent on behalf of each Buyer and Repledgees, as applicable. All provisions of the Agreement shall survive the transfers contemplated herein (including any Repledge Transactions) and in the Administration Agreement, except to the extent such provisions are modified by the Administration Agreement. In the event of a conflict between the Administration

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Agreement and this Agreement, the terms of the Administration Agreement shall control. All Transactions shall continue to be deemed a single Transaction and all of the Repurchase Assets shall be security for all of the Obligations hereunder, subject to the priority of payments provisions as set forth in the Administration Agreement.

37. Acknowledgement Of Anti‑Predatory Lending Policies

Administrative Agent has in place internal policies and procedures that expressly prohibit its purchase of any High Cost Mortgage Loan.

38. Documents Mutually Drafted

The Seller Parties, Administrative Agent and the Buyers agree that this Agreement and each other Program Agreement prepared in connection with the Transactions set forth herein have been mutually drafted and negotiated by each party, and consequently such documents shall not be construed against either party as the drafter thereof.

39. General Interpretive Principles

For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

a. the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;

b. accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP;

c. references herein to “Articles”, “Sections”, “Subsections”, “Paragraphs”, and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;

d. a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;

e. the words “herein”, “hereof”, “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision;

f. the term “include” or “including” shall mean without limitation by reason of enumeration;

g. all times specified herein or in any other Program Agreement (unless expressly specified otherwise) are local times in New York, New York unless otherwise stated;

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h. all references herein or in any Program Agreement to “good faith” means good faith as defined in Section 5‑102(7) of the UCC as in effect in the State of New York; and

i. an Event of Default shall be deemed continuing unless such Event of Default has been waived in writing.

40. Conflicts

In the event of any conflict between the terms of this Agreement and any other Program Agreement, the documents shall control in the following order of priority: first , the terms of the Pricing Side Letter shall prevail, then the terms of the Administration Agreement, then the terms of this Agreement shall prevail, and then the terms of the other Program Agreements shall prevail. Notwithstanding anything herein to the contrary, the terms of the Omnibus Master Refinancing Amendment shall prevail over the terms of this Agreement and the Pricing Side Letter.

41. Bankruptcy Non-Petition

The parties hereby agree that they shall not institute against, or join any other person in instituting against, any Buyer that is a CP Conduit any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing commercial paper note issued by the applicable CP Conduit is paid in full.

42. Limited Recourse

The obligations of each party under this Agreement or any other Program Agreement are solely the corporate obligations of such party. No recourse shall be had for the payment of any amount owing by any party under this Agreement, or for the payment by any party of any fee in respect hereof or any other obligation or claim of or against such party arising out of or based on this Agreement, against any stockholder, partner, member, employee, officer, director or incorporator or other authorized person of such party. In addition, notwithstanding any other provision of this Agreement, the parties agree that all payment obligations of any Buyer that is a CP Conduit under this Agreement shall be limited recourse obligations of such Buyer, payable solely from the funds of such Buyer available for such purpose in accordance with its commercial paper program documents. Each party waives payment of any amount which such Buyer does not pay pursuant to the operation of the preceding sentence until the day which is at least one year and one day after the payment in full of the latest maturing commercial paper note (and waives any “claim” against such Buyer within the meaning of Section 101(5) of the Bankruptcy Code or any other Debtor Relief Law for any such insufficiency until such date).

43. Nominee

a. Seller Parties, Administrative Agent and the Buyers hereby acknowledge and agree, and Seller Parties hereby appoint, the Nominee as (i) their nominee as mortgagee of record and payee on the FHA HERMIT System, as applicable, and the Nominee hereby accepts such

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appointment, and (ii) as nominee and agent of Seller Parties, Administrative Agent and the Buyers as set forth herein, to the extent applicable.

b. Following receipt by Nominee of written notice of the occurrence of an Event of Default, the Nominee agrees to take direction from the Administrative Agent with respect to the FHA Loans.

c. It is the intent of the Seller Parties, Servicer, Administrative Agent and the Buyers that the Servicer or Nominee, as applicable, retains bare legal title to the Transaction Mortgage Loans and Contributed REO Properties for all purposes including, without limitation, for purposes of Section 541(d) of the Bankruptcy Code and accordingly, Servicer and Nominee, in their respective capacity as servicer or nominee, shall have no property right to the Transaction Mortgage Loans, GNMA HMBS or Contributed REO Properties.

d. Administrative Agent may, upon notice to the Seller Parties, terminate the Servicer as Nominee and appoint itself or another person as the successor nominee following an Event of Default that is continuing.

44. Termination of Agreement.

This Agreement shall remain in effect until the Termination Date. Notwithstanding the foregoing, and as long as no Event of Default has occurred and is continuing, Seller may terminate this Agreement at any time upon the failure of Administrative Agent to return any Transaction Mortgage Loan or REO Property to Seller within five (5) Business Days after the payment by Seller to the Administrative Agent of the related Repurchase Price, without the payment of any penalties, breakage costs or termination fees; provided , that , for the avoidance of doubt, any outstanding Repurchase Price shall be deemed due and payable upon such Termination Date. If Seller exercises such right of termination, to the extent permitted by applicable law, Administrative Agent shall promptly reimburse Seller for the prorated amount of the Commitment Fee attributable to the number of days remaining from the date such of such termination until the Termination Date.

45. Seller Parties Joint and Several; Buyers Several

Seller Parties, Administrative Agent and Buyers hereby acknowledge and agree that each Seller Party is jointly and severally liable to Administrative Agent and Buyers for the full, complete and punctual performance and satisfaction of all obligations of any Seller Party under this Agreement, provided, however, Buyers (including any Repledgee) agree that Administrative Agent has the sole, exclusive and non-delegable right and power to enforce this Agreement and any other Program Agreement against a Seller Party or Guarantor, as applicable, as agent for the other Buyers/Repledgee and notwithstanding the following text or any Program Agreement. Accordingly, each Seller Party waives any and all notice of creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Administrative Agent or any Buyer upon such Seller Party’s joint and several liability. Each Seller Party waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon such Seller Party with respect to the Obligations. When pursuing its rights and remedies hereunder against any Seller Party, Administrative Agent and any Buyer may, but shall be under no obligation to, pursue such rights

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and remedies hereunder against any Seller Party or any other Person or against any collateral security for the Obligations or any right of offset with respect thereto, and any failure by Administrative Agent or any Buyer to pursue such other rights or remedies or to collect any payments from such Seller Party or any such other Person to realize upon any such collateral security or to exercise any such right of offset, or any release of such Seller Party or any such other Person or any such collateral security, or right of offset, shall not relieve such Seller Party of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Administrative Agent or such Buyer against such Seller Party.

Seller Parties, Administrative Agent and Buyers hereby acknowledge and agree that each Buyer is severally liable to the Seller Parties for funding its respective Pro Rata Portion of the Maximum Available Purchase Price. No Buyer shall have liability to the Seller for another Buyer’s failure to perform under the terms of this Agreement. For the avoidance of doubt and notwithstanding anything contained in the Program Agreements to the contrary, Seller shall be entitled to enforce any remedies it has under the Program Agreements or pursue any suits, actions or proceedings at law or in equity directly against any Buyer who fails to fund or otherwise breaches the terms of any Program Agreement regardless of whether such Buyer acts in the capacity of Administrative Agent or otherwise.

46. Amendment and Restatement

Administrative Agent, CS Buyers and Seller Parties entered into the Existing CS Repurchase Agreement. Barclays and RMS entered into the Existing Barclays Repurchase Agreement. Administrative Agent, Buyers and the Seller Parties desire to enter into this Agreement in order to consolidate, amend and restate the Existing CS Repurchase Agreement and the Existing Barclays Repurchase Agreement in their entirety. The consolidation, amendment and restatement of the Existing CS Repurchase Agreement and the Existing Barclays Repurchase Agreement shall become effective on the date hereof, and each of Administrative Agent, Buyers and the Seller Parties shall hereafter be bound by the terms and conditions of this Agreement and the other Program Agreements. This Agreement consolidates, amends and restates the terms and conditions of the Existing CS Repurchase Agreement and the Existing Barclays Repurchase Agreement, and is not a novation of any of the agreements or obligations incurred pursuant to the terms of the Existing Repurchase Agreement or the Existing Barclays Repurchase Agreement. Accordingly, all of the agreements and obligations incurred pursuant to the terms of the Existing CS Repurchase Agreement and the Existing Barclays Repurchase Agreement are hereby ratified and affirmed by the parties hereto and remain in full force and effect. For the avoidance of doubt, it is the intent of Administrative Agent, Buyers and the Seller Parties that the security interests and liens granted in the Purchased Assets, Contributed REO Properties or Repurchase Assets pursuant to Section 8 of the Existing CS Repurchase Agreement and Section 9 of the Existing Barclays Repurchase Agreement shall continue in full force and effect. All references to the Existing CS Repurchase Agreement in any Program Agreement or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the date first above written.

Credit Suisse First Boston Mortgage Capital LLC,

as Administrative Agent


By:	/s/ Margaret Dellafera Name: Margaret Dellafera Title: Vice President

Credit Suisse AG, Cayman Islands Branch,

as a Buyer and as a Committed Buyer


By:	/s/ Patrick J. Hart Name: Patrick J. Hart Title: Authorized Signatory


By:	/s/ Elie Chau Name: Elie Chau Title: Authorized Signatory

Alpine Securitization LTD by Credit

Suisse AG, New York Branch as

Attorney-in-Fact, as a Buyer


By:	/s/ Patrick J. Hart Name: Patrick J. Hart Title: Vice President


By:	/s/ Elie Chau Name: Elie Chau Title: Authorized Signatory

Signature Page to the Second Amended and Restated Master Repurchase Agreement

Reverse Mortgage Solutions, Inc., as Seller


By:	/s/ Cheryl Collins Name: Cheryl Collins Title: Senior Vice President

RMS REO CS, LLC, as CS REO Subsidiary


By:	/s/ Cheryl Collins Name: Cheryl Collins Title: Manager

RMS REO BRC, LLC, as Barclays REO Subsidiary


By:	/s/ Cheryl Collins Name: Cheryl Collins Title: Manager

Signature Page to the Second Amended and Restated Master Repurchase Agreement

Barclays Bank PLC, as a Buyer and as a Committed Buyer


By:	/s/ Joseph O'Doherty Name: Joseph O'Doherty Title: Managing Director

Signature Page to the Second Amended and Restated Master Repurchase Agreement

SCHEDULE 1-A

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO TRANSACTION MORTGAGE LOANS

The Seller Parties makes the following representations and warranties to Administrative Agent with respect to each Transaction Mortgage Loan that is at all times subject to a Transaction hereunder and at all times while the Program Agreements and any Transaction hereunder is in full force and effect. With respect to those representations and warranties which are made to the best of a Seller’s knowledge, if it is discovered by such Seller Party or Administrative Agent that the substance of such representation and warranty is inaccurate, notwithstanding such Seller Party’s lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation and warranty for purposes of determining Asset Value.

(a) Reserved .

(b) No Outstanding Charges . All taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have been paid, or an escrow of funds has been established in an amount sufficient to pay for every such item which remains unpaid and which has been assessed but is not yet due and payable. The Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds by a party other than the Mortgagor, directly or indirectly, for the payment of any amount required under the Transaction Mortgage Loan, except for interest accruing from the date of the Mortgage Note or date of disbursement of the proceeds of the Transaction Mortgage Loan, whichever is earlier.

(c) Original Terms Unmodified . The terms of the Mortgage Note and Mortgage have not been impaired, waived, altered or modified in any respect, from the date of origination; except by a written instrument which has been recorded, if necessary to protect the interests of Buyers, and which original or (other than with respect to the Mortgage Note) certified copy has been delivered to the Custodian and the terms of which are reflected in the Custodial Asset Schedule. The substance of any such waiver, alteration or modification has been approved by the title insurer, to the extent required, and its terms are reflected on the Custodial Asset Schedule. No Mortgagor in respect of the Transaction Mortgage Loan has been released, in whole or in part, except in connection with an assumption agreement approved by the title insurer, to the extent required by such policy, and which assumption agreement is part of the Asset File delivered to the Custodian and the terms of which are reflected in the Custodial Asset Schedule.

(d) No Defenses . The Transaction Mortgage Loan is not subject to any right of rescission, set‑off, counterclaim or defense, including, without limitation, the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render either the Mortgage Note or the Mortgage unenforceable, in whole or in part and no such right of rescission, set‑off, counterclaim or defense has been asserted with respect thereto, and no Mortgagor in respect of the Transaction Mortgage Loan was a debtor in any state

Schedule 1-A-1

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or federal bankruptcy or insolvency proceeding at the time the Transaction Mortgage Loan was originated.

(e) Hazard Insurance . The Mortgaged Property is insured by a fire and extended perils insurance policy, issued by a Qualified Insurer, and such other hazards as are customary in the area where the Mortgaged Property is located, and to the extent required by Seller as of the date of origination consistent with the Underwriting Guidelines, against earthquake and other risks insured against by Persons operating like properties in the locality of the Mortgaged Property, in an amount not less than the greatest of (i) 100% of the replacement cost of all improvements to the Mortgaged Property, (ii) the outstanding principal balance of the Transaction Mortgage Loan, or (iii) the amount necessary to avoid the operation of any co‑insurance provisions with respect to the Mortgaged Property, and consistent with the amount that would have been required as of the date of origination in accordance with the Underwriting Guidelines. If any portion of the Mortgaged Property is in an area identified by any federal Governmental Authority as having special flood hazards, and flood insurance is available, a flood insurance policy meeting the current guidelines of the Federal Emergency Management Agency is in effect with a generally acceptable insurance carrier, in an amount representing coverage not less than the least of (1) the outstanding principal balance of the Transaction Mortgage Loan (2) the full insurable value of the Mortgaged Property, and (3) the maximum amount of insurance available under the National Flood Insurance Act of 1968, as amended by the Flood Disaster Protection Act of 1973. All such insurance policies (collectively, the “hazard insurance policy”) contain a standard mortgagee clause naming Seller, its successors and assigns (including, without limitation, subsequent owners of the Transaction Mortgage Loan), as mortgagee, and may not be reduced, terminated or canceled without thirty (30) calendar days’ prior written notice to the mortgagee. No such notice has been received by any Seller Party. All premiums on such insurance policy have been paid. The related Mortgage obligates the Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes the mortgagee to maintain such insurance at the Mortgagor’s cost and expense and to seek reimbursement therefor from such Mortgagor. Where required by state law or regulation, the Mortgagor has been given an opportunity to choose the carrier of the required hazard insurance, provided the policy is not a “master” or “blanket” hazard insurance policy covering a condominium, or any hazard insurance policy covering the common facilities of a planned unit development. The hazard insurance policy is the valid and binding obligation of the insurer and is in full force and effect. Seller Party has not engaged in, and has no knowledge of the Mortgagor’s having engaged in, any act or omission which would impair the coverage of any such policy, the benefits of the endorsement provided for herein, or the validity and binding effect of either including, without limitation, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm or other Person, and no such unlawful items have been received, retained or realized by any Seller Party.

(f) Environmental Compliance . There does not exist on the Mortgaged Property any hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act of 1976, or other applicable federal, state or local environmental laws including, without limitation, asbestos, in each case in excess of the permitted limits and allowances set forth in such environmental laws to the extent such laws are applicable to the

Schedule 1-A-2

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Mortgaged Property. There is no pending action or proceeding directly involving the Mortgaged Property in which compliance with any environmental law, rule or regulation is an issue; there is no violation of any applicable environmental law (including, without limitation, asbestos), rule or regulation with respect to the Mortgaged Property; and nothing further remains to be done to satisfy in full all requirements of each such law, rule or regulation constituting a prerequisite to use and enjoyment of said property.

(g) Compliance with Applicable Laws . Any and all requirements of any federal, state or local law including, without limitation, usury, truth‑in‑lending, real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws applicable to the Transaction Mortgage Loan have been complied with, in all material respects, the consummation of the transactions contemplated hereby will not involve the violation of any such laws or regulations, and Seller shall maintain or shall cause its agent to maintain in its possession, available for the inspection of Administrative Agent, and shall deliver to Administrative Agent, upon demand, evidence of compliance with all such requirements.

(h) No Satisfaction of Mortgage . The Mortgage has not been satisfied, canceled, subordinated or rescinded, in whole or in part, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would effect any such release, cancellation, subordination or rescission. Seller has not waived the performance by the Mortgagor of any action, if the Mortgagor’s failure to perform such action would cause the Transaction Mortgage Loan to be in default, nor has Seller waived any default resulting from any action or inaction by the Mortgagor.

(i) Location and Type of Mortgaged Property . The Mortgaged Property is located in an Acceptable State as identified in the Custodial Asset Schedule and consists of a single parcel of real property with a detached or attached single family residence erected thereon, or a two‑ to four‑family dwelling, or an individual unit in a planned unit development or a de minimis planned unit development; provided, however, that any condominium unit or planned unit development shall conform with the applicable Fannie Mae and Freddie Mac requirements regarding such dwellings or shall conform to underwriting guidelines acceptable to Administrative Agent in its sole discretion and that no residence or dwelling is a mobile home. No portion of the Mortgaged Property is used for commercial purposes; provided, that, the Mortgaged Property may be a mixed use property if such Mortgaged Property conforms to underwriting guidelines acceptable to Administrative Agent in its sole discretion.

(j) Valid First Lien . The Mortgage is a valid, subsisting, enforceable and perfected with respect to each first lien Transaction Mortgage Loan, first priority lien and first priority security interest on the real property included in the Mortgaged Property, including all buildings on the Mortgaged Property and all installations and mechanical, electrical, plumbing, heating and air conditioning systems located in or annexed to such buildings, and all additions, alterations and replacements made at any time with respect to the foregoing. The lien of the Mortgage is subject only to:

a. the lien of current real property taxes and assessments not yet due and payable;

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b. covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording acceptable to prudent mortgage lending institutions generally and specifically referred to in lender’s title insurance policy delivered to the originator of the Transaction Mortgage Loan and (a) referred to or otherwise considered in the appraisal made for the originator of the Transaction Mortgage Loan or (b) which do not adversely affect the Appraised Value of the Mortgaged Property set forth in such appraisal;

c. other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property.

Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Transaction Mortgage Loan establishes and creates a valid, subsisting and enforceable first lien and first priority security interest on the property described therein and the applicable Seller Party has full right to pledge and assign the same to Administrative Agent. The Mortgaged Property was not, as of the date of origination of the Transaction Mortgage Loan, subject to a mortgage, deed of trust, deed to secure debt or other security instrument creating a lien subordinate to the lien of the Mortgage.

(k) Validity of Mortgage Documents . The Mortgage Note and the Mortgage and any other agreement executed and delivered by a Mortgagor or guarantor, if applicable, in connection with a Transaction Mortgage Loan are genuine, and each is the legal, valid and binding obligation of the maker thereof enforceable in accordance with its terms. All parties to the Mortgage Note, the Mortgage and any other such related agreement had legal capacity to enter into the Transaction Mortgage Loan and to execute and deliver the Mortgage Note, the Mortgage and any such agreement, and the Mortgage Note, the Mortgage and any other such related agreement have been duly and properly executed by such related parties. To the best of Seller’s knowledge, no fraud, error, omission, misrepresentation, negligence or similar occurrence with respect to a Transaction Mortgage Loan has taken place on the part of any Person, including, without limitation, the Mortgagor, any appraiser, any builder or developer, or any other party involved in the origination of the Transaction Mortgage Loan. Seller has reviewed all of the documents constituting the Asset File and has made such inquiries as it deems necessary to make and confirm the accuracy of the representations set forth herein. To the best of Seller’s knowledge, except as disclosed to Administrative Agent in writing, all tax identifications and property descriptions are legally sufficient; and tax segregation, where required, has been completed.

(l) Full Disbursement of Proceeds . Except as allowable under the FHA HECM program, each Transaction Mortgage Loan has no future disbursement obligation, and any and all requirements as to completion of any on‑site or off‑site improvement and as to disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses incurred in making or closing the Transaction Mortgage Loan and the recording of the Mortgage were paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage. All broker fees have been properly assessed to the Mortgagor and no claims will arise as to broker fees that are double charged and for which the Mortgagor would be entitled to reimbursement.

Schedule 1-A-4

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(m) Ownership . The applicable Seller Party has full right to sell or pledge, as applicable, the Transaction Mortgage Loan to Buyers free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and has full right and authority subject to no interest or participation of, or agreement with, any other party, to sell or pledge, as applicable, each Transaction Mortgage Loan pursuant to this Agreement and following the sale or pledge, as applicable, of each Transaction Mortgage Loan, Buyers will own or have received a pledge of, as applicable, such Transaction Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest except any such security interest created pursuant to the terms of this Agreement.

(n) Doing Business . All parties which have had any interest in the Transaction Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (i) in compliance, in all material respects, with any and all applicable licensing requirements of the laws of the state wherein the Mortgaged Property is located, and (ii) either (A) organized under the laws of such state, (B) qualified to do business in such state, (C) a federal savings and loan association, a savings bank or a national bank having a principal office in such state, or (D) not doing business in such state.

(o) Title Insurance . The Transaction Mortgage Loan is covered by either (i) an attorney’s opinion of title and abstract of title, the form and substance of which is acceptable to prudent mortgage lending institutions making mortgage loans in the area wherein the Mortgaged Property is located or (ii) an American Land Title Association (“ ALTA ”) lender’s title insurance policy or other generally acceptable form of policy or insurance acceptable to Fannie Mae or Freddie Mac and each such title insurance policy is issued by a title insurer acceptable to Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring Seller, its successors and assigns, as to the first priority lien of the Mortgage, as applicable, in the original principal amount of the Transaction Mortgage Loan, with respect to a Transaction Mortgage Loan (or to the extent a Mortgage Note provides for negative amortization, the maximum amount of negative amortization in accordance with the Mortgage), subject only to the exceptions contained in clauses (a), (b) and (c) of paragraph (i) of this Schedule 1-A , and in the case of adjustable rate Transaction Mortgage Loans, against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required mortgage title insurance. Additionally, such lender’s title insurance policy affirmatively insures ingress and egress and against encroachments by or upon the Mortgaged Property or any interest therein. The title policy does not contain any special exceptions (other than the standard exclusions) for zoning and uses and has been marked to delete the standard survey exception or to replace the standard survey exception with a specific survey reading. Seller, its successors and assigns, are the sole insureds of such lender’s title insurance policy, and such lender’s title insurance policy is valid and remains in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender’s title insurance policy, and no prior holder or servicer of the related Mortgage, including Seller, has done, by act or omission, anything which would impair the coverage of such lender’s title insurance policy, including without limitation, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or will be

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received, retained or realized by any attorney, firm or other Person, and no such unlawful items have been received, retained or realized by Seller.

(p) No Defaults . Except with respect to a Mortgage Loan that is a HECM Buyout, there is no default, breach, violation or event of acceleration existing under the Mortgage or the Mortgage Note and no event has occurred which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration, and neither Seller nor its predecessors have waived any default, breach, violation or event of acceleration; and neither Seller nor any of its affiliates nor any of their respective predecessors, have waived any default, breach, violation or event which would permit acceleration, except with respect to a Mortgage Loan that is a HECM Buyout.

(q) No Mechanics’ Liens . There are no mechanics’ or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under the law could give rise to such liens) affecting the Mortgaged Property which are or may be liens prior to, or equal or coordinate with, the lien of the Mortgage.

(r) Location of Improvements; No Encroachments . All improvements which were considered in determining the Appraised Value of the Mortgaged Property lie wholly within the boundaries and building restriction lines of the Mortgaged Property, and no improvements on adjoining properties encroach upon the Mortgaged Property. No improvement located on or being part of the Mortgaged Property is in violation, in any material respect, of any applicable zoning and building law, ordinance or regulation. All seller and/or builder concessions have been subtracted from the Appraised Value of the Mortgaged Property for purposes of determining the LTV.

(s) Origination; Payment Terms . The Transaction Mortgage Loan was originated by or in conjunction with a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act, a savings and loan association, a savings bank, a commercial bank, credit union, insurance company or similar banking institution which is supervised and examined by a federal or state authority.

(t) Customary Provisions . The Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee’s sale, and (ii) otherwise by judicial foreclosure. Upon default by a Mortgagor on a Transaction Mortgage Loan and foreclosure on, or trustee’s sale of, the Mortgaged Property pursuant to the proper procedures, the holder of the Transaction Mortgage Loan will be able to deliver good and merchantable title to the Mortgaged Property. There is no homestead or other exemption or other right available to the Mortgagor or any other person, or restriction on the Seller or any other person, including without limitation, any federal, state or local, law, ordinance, decree, regulation, guidance, attorney general action, or other pronouncement, whether temporary or permanent in nature, that would interfere with, restrict or delay, either (y) the ability of the Seller, Administrative Agent, a Buyer or any servicer or any successor servicer to sell the related Mortgaged Property at a trustee's sale or otherwise, or (z) the ability of the Seller, Administrative Agent, a Buyer or any servicer or any successor servicer to

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foreclose on the related Mortgage. The Mortgage Note and Mortgage are on forms acceptable to Freddie Mac, Fannie Mae or FHA.

(u) Occupancy of the Mortgaged Property . As of the Purchase Date the Mortgaged Property is lawfully occupied under applicable law. To the best of Seller’s knowledge, all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities. Seller has not received notification from any Governmental Authority that the Mortgaged Property is in material non‑compliance with such laws or regulations, is being used, operated or occupied unlawfully or has failed to have or obtain such inspection, licenses or certificates, as the case may be. Seller has not received notice of any violation or failure to conform with any such law, ordinance, regulation, standard, license or certificate. With respect to any Transaction Mortgage Loan originated with an “owner‑occupied” Mortgaged Property, the Mortgagor represented at the time of origination of the Transaction Mortgage Loan that the Mortgagor would occupy the Mortgaged Property as the Mortgagor’s primary residence.

(v) No Additional Collateral . The Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to in clause (j) above.

(w) Deeds of Trust . In the event the Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses are or will become payable by the Custodian or Administrative Agent to the trustee under the deed of trust, except in connection with a trustee’s sale after default by the Mortgagor.

(x) Transfer of Transaction Mortgage Loans . Except with respect to Transaction Mortgage Loans intended for purchase by GNMA and for Transaction Mortgage Loans registered with MERS, the Assignment of Mortgage is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located.

(y) Due‑On‑Sale . Except with respect to Mortgage Loans intended for purchase by GNMA, the Mortgage contains an enforceable provision for the acceleration of the payment of the unpaid principal balance of the Transaction Mortgage Loan in the event that the Mortgaged Property is sold or transferred without the prior written consent of the mortgagee thereunder.

(z) No Contingent Interests . The Transaction Mortgage Loan does not have a shared appreciation or other contingent interest feature.

(aa) Consolidation of Future Advances . Any future advances made to the Mortgagor prior to the Purchase Date have been consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term. The lien of the Mortgage securing the consolidated principal amount is expressly insured as having first lien priority by a title insurance policy, an endorsement to the policy insuring the mortgagee’s consolidated interest or by other title evidence acceptable to Fannie

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Mae, Freddie Mac and FHA. The consolidated principal amount does not exceed the original principal amount of the Transaction Mortgage Loan.

(bb) No Condemnation Proceeding . There have not been any condemnation proceedings with respect to the Mortgaged Property and Seller has no knowledge of any such proceedings.

(cc) Collection Practices; Escrow Deposits; Interest Rate Adjustments . The origination and collection practices used by the originator, each servicer of the Transaction Mortgage Loan and Seller with respect to the Transaction Mortgage Loan have been in all material respects in compliance with Accepted Servicing Practices, applicable laws and regulations, and have been in all respects legal and proper. With respect to escrow deposits and Escrow Payments, all such payments are in the possession of, or under the control of, Seller and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. All Mortgage Interest Rate adjustments have been made in material compliance with state and federal law and the terms of the related Mortgage Note. Any interest required to be paid pursuant to state, federal and local law has been properly paid and credited.

(dd) Conversion to Fixed Interest Rate . Except as allowed by Fannie Mae or Freddie Mac or otherwise as expressly approved in writing by Administrative Agent, with respect to adjustable rate Transaction Mortgage Loans, the Transaction Mortgage Loan is not convertible to a fixed interest rate Transaction Mortgage Loan.

(ee) Reserved .

(ff) Servicemembers Civil Relief Act . The Mortgagor has not notified Seller, and Seller has no knowledge, of any relief requested or allowed to the Mortgagor under the Servicemembers Civil Relief Act.

(gg) Appraisal . The Asset File contains an appraisal of the related Mortgaged Property signed prior to the funding of the Transaction Mortgage Loan by a qualified appraiser, duly appointed by Seller, who had no interest, direct or indirect in the Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Transaction Mortgage Loan, and the appraisal and appraiser both satisfy the requirements of Fannie Mae, Freddie Mac or FHA and Title XI of the Federal Institutions Reform, Recovery, and Enforcement Act of 1989 as amended and the regulations promulgated thereunder, all as in effect on the date the Transaction Mortgage Loan was originated.

(hh) Disclosure Materials . The Mortgagor has executed a statement to the effect that the Mortgagor has received all disclosure materials required by applicable law with respect to the making of adjustable rate mortgage loans, and Seller maintains such statement in the Asset File.

(ii) Construction or Rehabilitation of Mortgaged Property . No Transaction Mortgage Loan was made in connection with the construction or rehabilitation of a Mortgaged Property or facilitating the trade‑in or exchange of a Mortgaged Property.

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(jj) No Defense to Insurance Coverage . No action has been taken or failed to be taken, no event has occurred and no state of facts exists or has existed on or prior to the Purchase Date (whether or not known to Seller on or prior to such date) which has resulted or will result in an exclusion from, denial of, or defense to coverage under any private mortgage insurance (including, without limitation, any exclusions, denials or defenses which would limit or reduce the availability of the timely payment of the full amount of the loss otherwise due thereunder to the insured) whether arising out of actions, representations, errors, omissions, negligence, or fraud of Seller, the related Mortgagor or any party involved in the application for such coverage, including the appraisal, plans and specifications and other exhibits or documents submitted therewith to the insurer under such insurance policy, or for any other reason under such coverage, but not including the failure of such insurer to pay by reason of such insurer’s breach of such insurance policy or such insurer’s financial inability to pay.

(kk) Reserved .

(ll) No Equity Participation . No document relating to the Transaction Mortgage Loan provides for any contingent or additional interest in the form of participation in the cash flow of the Mortgaged Property or a sharing in the appreciation of the value of the Mortgaged Property. The indebtedness evidenced by the Mortgage Note is not convertible to an ownership interest in the Mortgaged Property or the Mortgagor and Seller has not financed nor does it own directly or indirectly, any equity of any form in the Mortgaged Property or the Mortgagor.

(mm) Proceeds of Transaction Mortgage Loan . The proceeds of the Transaction Mortgage Loan have not been and shall not be used to satisfy, in whole or in part, any debt owed or owing by the Mortgagor to Seller or any Affiliate or correspondent of Seller, except in connection with a refinanced Transaction Mortgage Loan; provided, however, no such refinanced Transaction Mortgage Loan shall have been originated pursuant to a streamlined mortgage loan refinancing program.

(nn) Origination Date . (i) Other than with respect to a HECM Buyout and Correspondent Mortgage Loans, the Purchase Date is no more than thirty (30) calendar days following the origination date and (ii) with respect to Correspondent Mortgage Loans, the Purchase Date is no more than one-hundred and eighty (180) calendar days following the origination date, unless otherwise agreed to by Administrative Agent.

(oo) No Exception . The Custodian has not noted any material exceptions on a Custodial Asset Schedule with respect to the Transaction Mortgage Loan which would materially adversely affect the Transaction Mortgage Loan or Administrative Agent’s or Buyers’ interest in the Transaction Mortgage Loan.

(pp) Mortgage Submitted for Recordation . The Mortgage either has been or will promptly be submitted for recordation in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located.

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(qq) Documents Genuine . Such Transaction Mortgage Loan and all accompanying collateral documents are complete and authentic and all signatures thereon are genuine.

(rr) Reserved .

(ss) Other Encumbrances . To the best of Seller’s knowledge, any property subject to any security interest given in connection with such Transaction Mortgage Loan is not subject to any other encumbrances other than a stated first mortgage, if applicable, and encumbrances which may be allowed under the Underwriting Guidelines.

(tt) Description . The information set forth in the Asset Schedule is true and correct in all material respects.

(uu) Located in U.S. No collateral (including, without limitation, the related real property and the dwellings thereon and otherwise) relating to a Transaction Mortgage Loan is located in any jurisdiction other than in one of the fifty (50) states of the United States of America or the District of Columbia or the commonwealth of Puerto Rico.

(vv) Underwriting Guidelines . Each Transaction Mortgage Loan has been originated in accordance with the Underwriting Guidelines (including all supplements or amendments thereto) previously provided to Administrative Agent.

(ww) Reserved .

(xx) Committed Mortgage Loans . Other than any HECM Buyout, each Committed Mortgage Loan is covered by a Take‑out Commitment, does not exceed the availability under such Take‑out Commitment (taking into consideration mortgage loans which have been purchased by the respective Take‑out Investor under the Take‑out Commitment and mortgage loan which Seller has identified to Administrative Agent as covered by such Take‑out Commitment) and conforms to the requirements and the specifications set forth in such Take‑out Commitment and the related regulations, rules, requirements and/or handbooks of the applicable Take‑out Investor and is eligible for sale to and insurance or guaranty by, respectively the applicable Take‑out Investor and applicable insurer. Each Take‑out Commitment is a legal, valid and binding obligation of Seller enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(yy) Submission of Claims . All claims submitted to HUD for FHA Insurance for any Transaction Mortgage Loan have been submitted via the Home Equity Reverse Mortgage Information Technology (HERMIT) servicing system in accordance with the GNMA Guide (or via any other method specified in the GNMA Guide).

(zz) Tax Service . The Transaction Mortgage Loan is covered by a life of loan, transferrable real estate tax service contract that may be assigned to Administrative Agent or Buyers.

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([[) Predatory Lending Regulations; High Cost Loans . No Transaction Mortgage Loan (i) is classified as High Cost Mortgage Loans (ii) is subject to any law, regulation or rule that (A) imposes liability on a mortgagee or a lender to a mortgagee for upkeep to a Mortgaged Property prior to completion of foreclosure thereon, or (B) imposes liability on a lender to a mortgagee for acts or omissions of the mortgagee or otherwise defines a mortgagee in a manner that would include a lender to a mortgagee.

(aaa) Reserved .

(bbb) Reserved .

(ccc) FHA Mortgage Insurance . With respect to the FHA Loans, the FHA Mortgage Insurance Contract is or eligible to be in full force and effect and there exists no impairment to full recovery without indemnity to HUD or the FHA under FHA Mortgage Insurance. All necessary steps have been taken to keep such guaranty or insurance valid, binding and enforceable and each of such is the binding, valid and enforceable obligation of the FHA, to the full extent thereof, without surcharge, set‑off or defense. Each FHA Loan was originated in accordance with the criteria of an Agency for purchase of such Transaction Mortgage Loans.

(ddd) Reserved.

(eee) Reserved.

(fff) Reserved.

(ggg) TRID Compliance . With respect to each Transaction Mortgage Loan where the Mortgagor’s loan application for the Transaction Mortgage Loan was taken on or after October 3, 2015, such Transaction Mortgage Loan was originated in compliance with the TILA-RESPA Integrated Disclosure Rule, if applicable.

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SCHEDULE 1-B

REPRESENTATIONS AND WARRANTIES

WITH RESPECT TO REO SUBSIDIARY INTERESTS

The Seller Parties makes the following representations and warranties to Administrative Agent with respect to the REO Subsidiary Interests that are at all times subject to a Transaction hereunder and at all times while the Program Agreements and any Transaction hereunder is in full force and effect. With respect to those representations and warranties which are made to the best of a Seller’s knowledge, if it is discovered by such Seller Party or Administrative Agent that the substance of such representation and warranty is inaccurate, notwithstanding such Seller Party’s lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation and warranty for purposes of determining Asset Value.

(a) Ownership . The REO Subsidiary Interests constitute all the issued and outstanding beneficial interests of all classes of the Capital Stock of such REO Subsidiary and are certificated.

(b) Compliance with Law . Each REO Subsidiary Interest complies in all respects with, or is exempt from, all applicable requirements of federal, state or local law relating to such REO Subsidiary Interest.

(c) Good Title . Immediately prior to the sale, transfer and assignment to Administrative Agent thereof, Seller has good title to, and is the sole owner and holder of the REO Subsidiary Interests, and Seller is transferring such REO Subsidiary Interests free and clear of any and all liens, pledges, encumbrances, charges, security interests or any other ownership interests of any nature encumbering such REO Subsidiary Interests.

(d) No Fraud . No fraudulent acts were committed by Seller or any of their respective Affiliates in connection with the issuance of such REO Subsidiary Interests.

(e) No Defaults . No (i) monetary default, breach or violation exists with respect to any agreement or other document governing or pertaining to the REO Subsidiary Interests, or (ii) event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach or violation of the REO Subsidiary Interests.

(f) No Modifications . Seller is not a party to any document, instrument or agreement, and there is no document, that by its terms modifies or affects the rights and obligations of any holder of the REO Subsidiary Interests and Seller has not consented to any material change or waiver to any term or provision of any such document, instrument or agreement and no such change or waiver exists.

(g) Power and Authority . Seller has full right, power and authority to sell and assign the REO Subsidiary Interests and the REO Subsidiary Interests have not been cancelled, satisfied

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or rescinded in whole or part nor has any instrument been executed that would effect a cancellation, satisfaction or rescission thereof.

(h) Consents and Approvals . Other than consents and approvals obtained as of the related Purchase Date or those already granted in the documents governing the REO Subsidiary Interests, no consent or approval by any Person is required in connection with Seller’s sale and/or Administrative Agent’s acquisition of the REO Subsidiary Interests, for Administrative Agent’s exercise of any rights or remedies in respect of the REO Subsidiary Interests or for Administrative Agent’s sale, pledge or other disposition of the REO Subsidiary Interests. No third party holds any “right of first refusal”, “right of first negotiation”, “right of first offer”, purchase option, or other similar rights of any kind, and no other impediment exists to any such transfer or exercise of rights or remedies with respect to the REO Subsidiary Interests.

(i) No Governmental Approvals . No consent, approval, authorization or order of, or registration or filing with, or notice to, any court or governmental agency or body having jurisdiction or regulatory authority over Seller is required for any transfer or assignment by the holder of the REO Subsidiary Interests to the Administrative Agent.

(j) Original Certificate . Seller has delivered to Administrative Agent the original Certificate or other similar indicia of ownership of the REO Subsidiary Interests, however denominated, re-registered in Administrative Agent’s name.

(k) No Litigation . Seller has not received written notice of any outstanding liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind for which the holder of the REO Subsidiary Interests is or may become obligated.

(l) Duly and Validly Issued . The Certificate has been duly and validly issued in the name of Administrative Agent.

(m) No Notices . Seller has not received written notice of any outstanding liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind for which the holder of the REO Subsidiary Interests is or may become obligated.

(n) REO Subsidiary Interests as Securities . The REO Subsidiary Interests (a) constitute “securities” as defined in Section 8-102 of the Uniform Commercial Code (b) are not dealt in or traded on securities exchanges or in securities markets, (c) do not constitute investment company securities (within the meaning of Section 8-103(c) of the Uniform Commercial Code) and (d) are not held in a securities account (within the meaning of Section 8-103(c) of the Uniform Commercial Code).

(o) No Distributions . There are (x) no outstanding rights, options, warrants or agreements for a purchase, sale or issuance, in connection with the REO Subsidiary Interests, (y) no agreements on the part of Seller to issue, sell or distribute the REO Subsidiary Interests (except as contemplated or permitted by this Agreement), and (z) no obligations on the part of Seller (contingent or otherwise) to purchase, repurchase, redeem or otherwise acquire any securities or any interest therein (other than from Administrative Agent or as contemplated by this Agreement)

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or to pay any dividend or make any distribution in respect of the REO Subsidiary Interest s (other than to Administrative Agent or as contemplated by this Agreement until the repurchase of the REO Subsidiary Interests).

(p) Conveyance; First Priority Lien . Upon delivery to the Administrative Agent of the Certificate (and assuming the continuing possession by the Administrative Agent of such Certificate in accordance with the requirements of applicable law) and the filing of a financing statement covering the REO Subsidiary Interests, as applicable, in the appropriate jurisdictions and naming the Seller as debtor and the Administrative Agent as secured party, Seller has conveyed and transferred to Administrative Agent all of its right, title and interest to the REO Subsidiary Interests, including taking all steps as may be necessary in connection with the endorsement, transfer of power, delivery and pledge of all REO Subsidiary Interests as “securities” (as defined in Section 8-102 of the Uniform Commercial Code) to Administrative Agent. The Lien granted hereunder is a first priority Lien on the REO Subsidiary Interests.

(q) No Waiver . Seller has not waived or agreed to any waiver under, or agreed to any amendment or other modification of an REO Subsidiary Agreement except as agreed to by Administrative Agent in writing.

(r) Status of REO Subsidiary . Since the date of its formation until the date of this Agreement, no REO Subsidiary has either been engaged in any business or activity or owned assets other than the assets made subject to Transactions hereunder and related Repurchase Assets.

(s) Margin Regulations . The use of all funds acquired by Seller under this Agreement will not conflict with or contravene any of Regulations D, T, U or X promulgated by the Board of Governors of the Federal Reserve System as the same may from time to time be amended, supplemented or otherwise modified.

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SCHEDULE 1-C

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO REO PROPERTY

The Seller makes the following representations and warranties to the Administrative Agent, with respect to the REO Property owned or deemed owned by an REO Subsidiary, that as of the Conversion Date for the contribution of REO Property by an REO Subsidiary and as of the date of this Agreement and any Transaction hereunder relating to the REO Subsidiary Interests is outstanding and on each day while the Program Agreements and any Transaction hereunder is in full force and effect.

(a) Asset File . (i) The related Deed in the name of an REO Subsidiary shall have been submitted for recording within fifteen (15) Business Days of the related Mortgage Loan having been converted to REO Property, (ii) a copy of the recorded Deed shall be delivered to the applicable Custodian within one hundred and eighty (180) calendar days of such REO Property being acquired by an REO Subsidiary, and (iii) all other documents required to be delivered as part of the Asset File shall be delivered to the applicable Custodian within fifteen (15) Business Days of such REO Property being acquired by an REO Subsidiary or held by an attorney in connection with a foreclosure pursuant to a Bailee Letter.

(b) Ownership . Each REO Subsidiary is the sole owner and holder of the REO Property and the Servicing Rights related thereto. No REO Subsidiary has assigned or pledged the REO Property and the related Servicing Rights except as contemplated in the Agreement, and, except as otherwise disclosed to Administrative Agent in writing, the REO Property is free and clear of any lien or encumbrance other than (A) liens for real estate taxes not yet due and payable, (B) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of the related security instrument, such exceptions appearing of record being acceptable to mortgage lending institutions generally, and (C) other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the use, enjoyment or marketability of the REO Property.

(c) Title . Each Deed is genuine, constitutes the legal, valid and binding conveyance of the REO Property in fee simple to an REO Subsidiary or its designee.

(d) REO Property as Described . The information set forth in the related Asset Schedule and all other information or data furnished by, or on behalf of, Seller to Administrative Agent is true and correct in all material respects as of the date or dates on which such information is furnished.

(e) Taxes and Assessments . Except as otherwise disclosed to Administrative Agent in writing, there are no property taxes, governmental charges, levies or governmental assessments with respect to any REO Property that are delinquent by more than ninety (90) days; provided, however, that a disclosure of outstanding charges provided

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to Administrative Agent may include the total amount without specifying the related categories of outstanding charges.

(f) No Litigation . Other than any customary claim or counterclaim arising out of any eviction, foreclosure or collection proceeding relating to any REO Property or as otherwise disclosed in writing to Administrative Agent, there is no litigation, proceeding or governmental investigation pending, or any order, injunction or decree outstanding, existing or relating to Seller, any REO Subsidiary or any of their Subsidiaries with respect to the REO Property that would materially and adversely affect the value of the REO Property.

(g) Existing Insurance . All improvements upon each REO Property are insured by a borrower or blanket hazard insurance policy in an amount at least equal to the lesser of (1) 100% of the maximum insurable value of such improvements; (2) the replacement value of such improvements; and (3) the amount of the BPO valuation. Each such insurance policy contains a standard mortgagee clause naming an REO Subsidiary or Servicer, its successors and assigns as loss payee or named insured, as applicable. If such REO Property at the time of origination of the related mortgage loan was in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made available) a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect with respect to such REO Property unless such REO Property is no longer so identified.

(h) No Mechanics’ Liens . Except as otherwise disclosed to Administrative Agent in writing, there are no mechanics’ or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under the law could give rise to such liens) affecting the REO Property which are or may be liens prior to, or equal or coordinate with, the lien of the Mortgage.

(i) No Damage . Except as otherwise disclosed to Administrative Agent in writing, the REO Property is undamaged by water, fire, earthquake, earth movement other than earthquake, windstorm, flood, tornado, defective construction materials or work, or similar casualty which would cause such REO Property to become uninhabitable.

(j) No Condemnation . Except as otherwise disclosed to Administrative Agent in writing, there is no proceeding pending, or to Seller’s knowledge, threatened, for the total or partial condemnation of the REO Property.

(k) No Hazardous Materials . To Seller’s knowledge, there is no condition affecting any REO Property (x) relating to lead paint, radon, asbestos or other hazardous materials, (y) requiring remediation of any condition or (z) relating to a claim which could impose liability upon, diminish rights of or otherwise adversely affect Administrative Agent.

(l) Location and Type of REO Property . Unless otherwise agreed in writing by Administrative Agent, each REO Property is located in the U.S. or a territory of the U.S. and consists of a one- to four-unit residential property, which may include, but is

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not limited to, a single-family dwelling, townhouse, condominium unit, or unit in a planned unit development.

(m) No Fraudulent Acts . No fraudulent acts were committed by Seller or any REO Subsidiary in connection with the acquisition of such REO Property.

(n) Acquisition of REO Property . With respect to each such REO Property, (i) such REO Property is a Mortgaged Property acquired by an REO Subsidiary through foreclosure or by deed in lieu of foreclosure or otherwise, which was, prior to such foreclosure or deed in lieu of foreclosure, subject to the lien of a Mortgage Loan, and (ii) with respect to each such REO Property, upon the consummation of the related Transaction, the applicable Custodian shall have received the related Asset File and such Asset File shall not have been released from the possession of the applicable Custodian for longer than the time periods permitted under the Custodial Agreement.

(o) No Occupants . Except as otherwise disclosed in writing to Administrative Agent, no tenant or other party has any right to occupy or is currently occupying any REO Property. Other than with respect to an REO Property as to which the redemption period has not yet expired or the eviction process has not yet been completed, no holdover borrower has any right to occupy or is currently occupying any REO Property.

(p) Title Policy . From and after the date that is one (1) Business Day following the conversion of a Mortgage Loan to an REO Property, the REO Property is insured by either an American Land Title Association (“ ALTA ”) title insurance policy or other generally acceptable form of policy of title insurance acceptable to prudent mortgage lending institutions in the area where the related REO Property is located, issued by a title insurer acceptable to prudent mortgage lenders. With respect to each REO Property, the related REO Subsidiary is the sole insured of such policy, and such policy is in full force and effect and will be in full force and effect and inure to the benefit of Seller and its successors. To the Seller's knowledge, no claims have been made under such policy and no prior holder of the REO Property, including the related REO Subsidiary, has done by act or omission, anything that would impair the coverage of such policy.

(q) FHA/VA Insurance . Each REO Property (i) is covered by FHA Mortgage Insurance and there exists no impairment to full recovery without indemnity to HUD or the FHA under the FHA Mortgage Insurance, or (ii) is guaranteed, or eligible to be guaranteed by a VA Loan Guaranty Agreement, under the VA Regulations and there exists no impairment to full recovery without indemnity to the VA under the VA Loan Guaranty Agreement.

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SCHEDULE 1-D

REPRESENTATIONS AND WARRANTIES

WITH RESPECT TO GNMA HMBS

The Seller Parties makes the following representations and warranties to Administrative Agent with respect to the GNMA HMBS that are at all times subject to a Transaction hereunder and at all times while the Program Agreements and any Transaction hereunder is in full force and effect. With respect to those representations and warranties which are made to the best of a Seller’s knowledge, if it is discovered by such Seller Party or Administrative Agent that the substance of such representation and warranty is inaccurate, notwithstanding such Seller Party’s lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation and warranty for purposes of determining Asset Value.

(a) Compliance with Law . Each GNMA HMBS complies in all respects with, or is exempt from, all applicable requirements of federal, state or local law relating to such GNMA HMBS.

(b) Good Title . Immediately prior to the sale, transfer and assignment to Administrative Agent thereof, Seller has good title to, and is the sole owner and holder of the GNMA HMBS, and Seller is transferring such GNMA HMBS free and clear of any and all liens, pledges, encumbrances, charges, security interests or any other ownership interests of any nature encumbering such GNMA HMBS.

(c) No Defaults . No (i) monetary default, breach or violation exists with respect to any agreement or other document governing or pertaining to the GNMA HMBS, or (ii) event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach or violation of the GNMA HMBS.

(d) No Modifications . Seller is not a party to any document, instrument or agreement, and there is no document, that by its terms modifies or affects the rights and obligations of any holder of the GNMA HMBS and Seller has not consented to any material change or waiver to any term or provision of any such document, instrument or agreement and no such change or waiver exists.

(e) CUSIP . Seller has delivered to Administrative Agent the CUSIP or other similar indicia of ownership of the GNMA HMBS, however denominated, deposited into Administrative Agent’s designated account.

(f) Conveyance; First Priority Lien . Upon deposit of the CUSIP to the Administrative Agent’s designated account (and assuming the continuing possession by the Administrative Agent of CUSIP in accordance with the requirements of applicable law) and the filing of a financing statement covering the GNMA HMBS, as applicable, in the appropriate jurisdictions and naming the Seller as debtor and the Administrative Agent as secured party, Seller has conveyed and transferred to Administrative Agent all of its right,

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title and interest to the GNMA HMBS, including taking all steps as may be necessary in connection with the endorsement, transfer of power, delivery and pledge of all GNMA HMBS as “securities” (as defined in Section 8-102 of the Uniform Commercial Code) to Administrative Agent. The Lien granted hereunder is a first priority Lien on the GNMA HMBS.

(g) Margin Regulations . The use of all funds acquired by Seller under this Agreement will not conflict with or contravene any of Regulations D, T, U or X promulgated by the Board of Governors of the Federal Reserve System as the same may from time to time be amended, supplemented or otherwise modified.

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SCHEDULE 2

AUTHORIZED REPRESENTATIVES

SELLER AND REO SUBSIDIARY AUTHORIZATIONS

Any of the persons whose signatures and titles appear below are authorized, acting singly, to act for Seller and any REO Subsidiary under this Agreement:

Authorized Representatives for execution of Program Agreements and amendments



Name	Title	Signature
Jeffrey Baker	President	/s/ Jeffrey Baker
Cheryl A. Collins	Senior Vice President	/s/ Cheryl Collins

Authorized Representatives for execution of Transaction Requests and day-to-day operational functions



Name	Title	Signature
Jeffrey Baker	President	/s/ Jeffrey Baker
Andrew G. Dokos	Vice President
Robbye Johnson	Vice President

A-1 to Second Amended and Restated Master Repurchase Agreement

ADMINISTRATIVE AGENT AND CS BUYER AUTHORIZATIONS

Any of the persons whose signatures and titles appear below, including any other authorized officers, are authorized, acting singly, to act for Administrative Agent and/or CS Buyers under this Agreement:



Name	Title	Signature
Margaret Dellafera	Vice President	/s/ Margaret Dellafera
Elie Chau	Vice President	/s/ Elie Chau
Deirdre Harrington	Vice President
Robert Durden	Vice President
Ron Tarantino	Vice President
Michael Marra	Vice President

A-2 to Second Amended and Restated Master Repurchase Agreement

BARCLAYS AUTHORIZATIONS

Any of the persons whose signatures and titles appear below, including any other authorized officers, are authorized, acting singly, to act for Barclays and Barclays REO Subsidiary under this Agreement:



Name	Title	Signature
Joseph O'Doherty	Managing Director	/s/ Joseph O'Doherty

A-3 to Second Amended and Restated Master Repurchase Agreement

EXHIBIT A

RESERVED.

A-3 to Second Amended and Restated Master Repurchase Agreement

EXHIBIT B

FORM OF TRADE ASSIGNMENT

[NAME] (“ Take-out Investor ”)
[Address]

[Address]

Attention: [__]

[DATE]

Ladies and Gentlemen:

Attached hereto is a correct and complete copy of your confirmation of commitment (the “ Commitment ”) for the following security (the “ Security ”):

Trade Date: [__]

Settlement Date: [__]

Security Description: [__]

Coupon: [__]

Price: [__]

Par Amount: [__]

Pool Number: [__]

The undersigned customer (the “ Customer ”) has assigned the Security to Credit Suisse First Boston Mortgage Capital LLC (“ Credit Suisse ”) as security for Customer’s Obligations under the Second Amended and Restated Master Repurchase Agreement, as amended (the “ Agreement ”), by and among Customer, Credit Suisse and [________].

This is to confirm that (i) Take-out Investor’s obligation to purchase the Security on the above terms in accordance with the Commitment is in full force and effect, (ii) Take-out Investor will accept delivery of the Security directly from Credit Suisse, (iii) Take-out Investor will pay Credit Suisse for the Security, (iv) Customer unconditionally guarantees payment to Credit Suisse of all sums due under the Commitment, (v) Credit Suisse shall deliver the Security to Take-out Investor on the above terms and in accordance with the Commitment. Payment will be made “delivery versus payment” to Take-out Investor in immediately available funds. Capitalized terms used, but not otherwise defined herein, shall have the respective meanings assigned to such terms in the Agreement.

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Very truly yours, [CUSTOMER] By: Name: Title:	Agreed to, confirmed and accepted: [TAKEOUT INVESTOR] By: Name: Title:

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EXHIBIT C

RESERVED

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EXHIBIT D

FORM OF SELLER PARTY POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that [Reverse Mortgage Solutions, Inc.] [RMS REO CS, LLC] [RMS REO BRC, LLC] (“ Seller Party ”) hereby irrevocably constitutes and appoints Credit Suisse First Boston Mortgage Capital LLC (“ Administrative Agent ”) and any officer or agent thereof, with full power of substitution, as its true and lawful attorney‑in‑fact with full irrevocable power and authority in the place and stead of Seller Party and in the name of Seller Party or in its own name, from time to time in Administrative Agent’s discretion:

(a) in the name of Seller Party, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any assets purchased by Administrative Agent on behalf of certain Buyers and/or Repledgees under the Second Amended and Restated Master Repurchase Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “ Agreement ”) dated November 30, 2017 (the “ Assets ”) and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Administrative Agent for the purpose of collecting any and all such moneys due with respect to any other assets whenever payable;

(b) to pay or discharge taxes and liens levied or placed on or threatened against the Assets;

(c) (i) to direct any party liable for any payment under any Assets to make payment of any and all moneys due or to become due thereunder directly to Administrative Agent or as Administrative Agent shall direct; (ii) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Assets; (iii) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Assets; (iv) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Assets or any proceeds thereof and to enforce any other right in respect of any Assets; (v) to defend any suit, action or proceeding brought against Seller Party with respect to any Assets; (vi) to settle, compromise or adjust any suit, action or proceeding described in clause (v) above and, in connection therewith, to give such discharges or releases as Administrative Agent may deem appropriate; (vii) to cause the mortgagee of record to be changed to Administrative Agent on the FHA or VA system, as applicable; and (viii) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Assets as fully and completely as though Administrative Agent were the absolute owner thereof for all purposes, and to do, at Administrative Agent’s option and Seller Party’s expense, at any time, and from time to time, all acts and things which Administrative Agent deems necessary to protect, preserve or realize upon the Assets and Administrative Agent’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as Seller Party might do;

(d) for the purpose of carrying out the transfer of servicing with respect to the Assets from Seller Party to a successor servicer appointed by Administrative Agent in its sole discretion and to take any and all appropriate action and to execute any and all documents and

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instruments which may be necessary or desirable to accomplish such transfer of servicing, and, without limiting the generality of the foregoing, Seller Party hereby gives Administrative Agent the power and right, on behalf of Seller Party, without assent by Seller Party, to, in the name of Seller Party or its own name, or otherwise, prepare and send or cause to be sent “good‑bye” letters to all mortgagors under the Assets, transferring the servicing of the Assets to a successor servicer appointed by Administrative Agent in its sole discretion; and

(e) for the purpose of delivering any notices of sale to mortgagors or other third parties, including without limitation, those required by law.

Seller Party hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.

Seller Party also authorizes Administrative Agent, from time to time, to execute, in connection with any sale, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Assets.

The powers conferred on Administrative Agent hereunder are solely to protect Administrative Agent’s interests in the Assets and shall not impose any duty upon it to exercise any such powers. Administrative Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to Seller Party for any act or failure to act hereunder, except for its or their own gross negligence or willful misconduct.

TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER PARTY HEREBY AGREES THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OF SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND ADMINISTRATIVE AGENT ON ITS OWN BEHALF AND ON BEHALF OF ADMINISTRATIVE AGENT’S ASSIGNS, HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON THE PROVISIONS OF THIS INSTRUMENT.

[REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURES FOLLOW.]

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IN WITNESS WHEREOF Seller Party has caused this Power of Attorney to be executed and Seller Party’s seal to be affixed this ______ day of ____________, 201__.

[REVERSE MORTGAGE SOLUTIONS, INC.]


By:	Name: Title:

[RMS REO CS, LLC] [RMS REO BRC, LLC]


By:	Name: Title:

Signature Page to Seller Party Power of Attorney

LEGAL02/37648106v16

On the ______ day of ____________, 201__ before me, a Notary Public in and for said State, personally appeared ________________________________, known to me to be _____________________________________ of [Reverse Mortgage Solutions, Inc.] [RMS REO CS, LLC] [RMS REO BRC, LLC], the institution that executed the within instrument and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.



STATE OF	)
	)	ss.:
COUNTY OF	)

IN WITNESS WHEREOF, I have hereunto set my hand affixed my office seal the day and year in this certificate first above written.

_____________________________
Notary Public

My Commission expires ________________________________

Signature Page to Seller Party Power of Attorney

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EXHIBIT E

RESERVED

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EXHIBIT F

RESERVED

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EXHIBIT G

SELLER’S AND REO SUBSIDIARIES’ TAX IDENTIFICATION NUMBER

Seller Tax ID: 77-0672274

CS REO Subsidiary: 81-1530433

Barclays REO Subsidiary: 13-3950486

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EXHIBIT H

RESERVED

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EXHIBIT I

RESERVED

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EXHIBIT J

FORM OF SERVICER NOTICE

[Date]

[________________], as Servicer
[ADDRESS]
Attention: ___________

Re:

Second Amended and Restated Master Repurchase Agreement, dated as of November 30, 2017 (the “ Repurchase Agreement ”), by and among Reverse Mortgage Solutions, Inc. (the “ Seller ”), RMS REO CS, LLC and RMS REO BRC, LLC (collectively, the “ REO Subsidiaries ” and together with Seller, the “ Seller Parties ”) and Credit Suisse First Boston Mortgage Capital LLC (the “ Administrative Agent ”) on behalf of Buyers and/or certain Repledgees, as applicable, Credit Suisse AG, a company incorporated in Switzerland, acting through its Cayman Islands Branch, Alpine Securitization LTD and Barclays Bank PLC (“ Buyers ”).

Ladies and Gentlemen:

[_____________] (the “ Servicer ”) is servicing certain mortgage loans and REO properties for Seller Parties pursuant to that certain Servicing Agreement between the Servicer and Seller Parties (the “ Servicing Agreement ”). Pursuant to the Repurchase Agreement among Administrative Agent, Buyers and the Seller Parties, the Servicer is hereby notified that Seller Parties have pledged to Administrative Agent for the benefit of Buyers certain mortgage loans which are serviced by Servicer which are subject to a security interest in favor of Administrative Agent.

Section 1. Defined Terms .

(a) As used herein, the following terms have the following meanings (all terms defined in this Section 1 or in other provisions of this Servicer Notice in the singular to have the same meanings when used in the plural and vice versa):

“ Affiliate ” means, with respect to any Person, any “affiliate” of such Person, as such term is defined in the Bankruptcy Code.

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“ Agency ” means Freddie Mac, Fannie Mae or GNMA, as applicable.

“ Business Day ” means any day other than (A) a Saturday or Sunday and (B) a public or bank holiday in New York City or the State of California or Texas.

“ Custodian ” has the meaning assigned to such term in the Repurchase Agreement.

“ FHA Mortgage Insurance ” means, mortgage insurance authorized under the National Housing Act, as amended from time to time, and provided by the FHA.

“ GNMA ” means the Government National Mortgage Association and any successor thereto.

“ GNMA Guide ” means the GNMA Mortgage-Backed Securities Guide, Handbook 5500.3, Rev. 1, as amended from time to time, and any related announcements, directives and correspondence issued by GNMA.

“ GNMA Security ” means a mortgage-backed security guaranteed by GNMA pursuant to the GNMA Guide.

“ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, or any entity exercising executive, legislative, judicial, regulatory or administrative functions over Seller Parties, Administrative Agent or Buyers, as applicable.

“ HUD ” means the United States Department of Housing and Urban Development or any successor thereto.

“ Inbound Account ” has the meaning assigned to such term in the Repurchase Agreement.

“ Income ” means, with respect to any Mortgage Loan or REO Property at any time until repurchased by the Seller, any principal received thereon or in respect thereof and all interest, dividends or other distributions thereon.

“ Lien ” means any mortgage, lien, pledge, charge, security interest or similar encumbrance.

“ Mortgage Loan ” means those mortgage loans subject to Transactions under the Repurchase Agreement.

“ Obligations ” has the meaning assigned to such term in the Repurchase Agreement.

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“ Program Agreements ” means, collectively, this Agreement, the Guaranty, each Custodial Agreement, the Pricing Side Letter, the Master Exit Fee Letter, the Electronic Tracking Agreement, the Assignment, Assumption and Appointment Agreement, the Collection Account Control Agreement, the Netting Agreement, the Power of Attorney, each Servicing Agreement, and each Servicer Notice, if entered into.

“ Property ” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

“ Purchased Asset ” has the meaning assigned to such term in the Repurchase Agreement.

“ Responsible Officer ” means as to any Person, the chief executive officer or, with respect to financial matters, the chief financial officer of such Person.

“ Servicer Material Adverse Effect ” means any (a) material adverse change to the property, business, operations or financial condition of Servicer, (b) material impairment of the ability of Servicer to perform its obligations under any of the Program Agreements to which it is a party, (c) material adverse effect on the validity, binding effect or enforceability against the Servicer of any of the Program Agreements to which Servicer is a party, or (d) material adverse effect on the rights and remedies of Administrative Agent as against Servicer under any of the Program Agreements to which Servicer is a party.

“ Servicer Termination Event ” has the meaning assigned to such term in Section 5(a).

“ Servicing Advances ” has the meaning assigned to such term in the Servicing Agreement.

“ Servicing Fees ” has the meaning assigned to such term in the Servicing Agreement.

“ REO Property ” means those REO properties subject to Transactions under the Repurchase Agreement.

“ VA ” means the U.S. Department of Veterans Affairs, an agency of the United States of America, or any successor thereto including the Secretary of Veterans Affairs.

(b) Capitalized terms used herein but not herein defined shall have the meanings ascribed thereto in the Repurchase Agreement.

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Section 2. Remittance of Collections .

(a) The Servicer shall segregate all amounts collected on account of such Mortgage Loans and REO Properties in the Inbound Account in accordance with the terms and provisions of the Servicing Agreement. Following receipt by Servicer of written notice of the occurrence of an Event of Default, each of the Seller Parties hereby notifies and instructs the Servicer and the Servicer is hereby authorized and instructed to remit any and all amounts which would be otherwise payable to Seller Parties with respect to the Mortgage Loans and/or REO Property to the following account which instructions are irrevocable without the prior written consent of Administrative Agent:

[INSERT INBOUND ACCOUNT]

(b) To the extent any of HUD or VA deducts, from amounts otherwise due on account of Mortgage Loans or REO Property subject to this Servicer Notice, any amounts owing by Servicer to HUD or VA, Servicer shall give prompt written notice thereof to Seller and Administrative Agent and shall deposit, within two (2) Business Days following notice or knowledge of such deduction by HUD or VA, such deducted amounts into the Inbound Account.

Section 3. Agency Matters .

(a) Servicer shall maintain its status as an approved servicer for the Agency, HUD and VA, in each case in good standing (each such approval, a “ Servicer Approval ”). Servicer has adequate financial standing, servicing facilities, procedures and experienced personnel necessary for the sound servicing of mortgage loans and REO Property of the same types as may from time to time constitute Mortgage Loans and REO Properties and in accordance with Accepted Servicing Practices.

(b) Should Servicer for any reason, cease to possess all such Servicer Approvals, or should notification to the Agency or, to HUD, FHA or VA be required with respect to any non-compliance or breach, Servicer shall so notify Seller Parties and Administrative Agent immediately in writing. Notwithstanding the preceding sentence, Servicer shall take, all necessary action to maintain all of its Servicer Approvals at all times during the term of the Repurchase Agreement and each outstanding Transaction. Servicer shall service all Mortgage Loans and REO Properties in accordance with the FHA Regulations or VA Regulations, as applicable.

Section 4. Covenants of Servicer . On and as of the date of this Servicer Notice and on each day until this Servicer Notice is no longer in force, Servicer covenants to permit representatives of Administrative Agent, upon five (5) Business Days’ prior notice (unless a Servicer Termination Event shall have occurred and is continuing, in which case, one (1) Business Day’s prior notice shall be required), during normal business hours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent requested by Administrative Agent as relating to the Mortgage Loans and underlying REO Property.

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Section 5. Servicer Termination Events .

(a) Servicer’s right to service pursuant to each Servicing Agreement shall terminate upon the occurrence of any of the following (each a “ Servicer Termination Event ”):


(i)	An Event of Default;


(ii)	This Servicer Notice is deemed unenforceable;

(iii)

Servicer materially breaches or fails to comply with (A) the Servicing Agreement and such breach or failure continues uncured or unremedied for a period of thirty (30) calendar days or Servicer fails to diligently pursue a cure or remedy (without regard to any other cure periods) or (B) this Servicer Notice (relating to the deposit or transfer of funds) and such breach or failure continues uncured or unremedied for a period of two (2) Business Days (without regard to any other cure periods), in each case, after a Responsible Officer of a Seller Party or Servicer first learns of it;


(iv)	Servicer is unable to comply with the eligibility requirements, or ceases to be an approved servicer, of, in each case, GNMA, HUD or VA;


(v)	Servicer fails to make any required servicing advance, to the extent that such failure would be reasonably likely to impair FHA Mortgage Insurance coverage or VA Loan Guaranty Agreement coverage, with respect to the principal portion of any Mortgage Loan or would be reasonably likely to give rise to a liability to HUD, FHA or VA, as determined by Administrative Agent in its good faith discretion;


(vi)	Servicer fails to make a required deposit to the Inbound Account (i) which is not cured within one (1) Business Day of Seller Party’s knowledge of such failure, or (ii) to the extent such failure or failures occur on multiple occasions (regardless of any subsequent cure);


(vii)	Servicer provides a notice of its intent to resign as Servicer of the Mortgage Loans and REO Property and a new Servicer reasonably acceptable to Administrative Agent is not promptly appointed;


(viii)	Servicer is subject to FHA, HUD or VA fees or penalties which have not been paid or is subject to a set-off by any of FHA, HUD or VA which (A) is reasonably likely to result in a Servicer Material Adverse Effect or (B) failure or failures occur on a persistent and material basis after notice or knowledge thereof (regardless of any subsequent cure); or


(ix)	There shall occur a Servicer Material Adverse Effect, in the determination of Administrative Agent.

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(b) Upon the occurrence of a Servicer Termination Event at the Request of Administrative Agent, Servicer shall transfer the servicing to a successor servicer in accordance with the terms of the Servicing Agreement.

Section 6. Notice of Event of Default .

(a) Upon an Event of Default, Administrative Agent may send Servicer notice thereof (a “ Notice of Default ”) and Administrative Agent shall identify in the Notice of Default the Mortgage Loans and REO Property subject to an Event of Default.

(b) Servicer may conclusively rely on any information or Notice of Default delivered by Administrative Agent, and Seller Parties shall indemnify and hold Servicer harmless for any and all claims asserted against it, and for any liabilities, losses, damages, judgments, costs and expenses (including, without limitation, reasonable fees and expenses of counsel) imposed upon it for any actions taken by Servicer in connection with the delivery of such information or Notice of Default.

(c) Following receipt of a Notice of Default from Administrative Agent, Servicer shall follow the instructions of Administrative Agent exclusively with respect to the Mortgage Loans and REO Properties, and shall deliver to Administrative Agent any information with respect to the Mortgage Loans and REO Properties reasonably requested by Administrative Agent.

(d) Following receipt of a Notice of Default from Administrative Agent, Seller and Servicer shall cooperate in changing the mortgagee of record to a successor appointed by Administrative Agent.

Section 7. Indemnification . Without limiting the rights of Seller Parties and Administrative Agent and Buyers set forth in this Servicer Notice, Servicer shall indemnify Seller Parties and Administrative Agent and Buyers for any and all liabilities, losses, damages, judgments, costs and expenses (including, without limitation, reasonable fees and expenses of counsel) suffered for any breach of a representation, warranty or covenant in connection with or relating to or arising out of the Servicing Agreement and this Servicer Notice. Without prejudice to the survival of any other agreement of Servicer hereunder, the covenants and obligations of Servicer contained in this Section 7 shall survive the termination of this Servicer Notice.

Section 8. Delay Not Waiver; Remedies are Cumulative . No failure on the part of Administrative Agent or Buyers to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Administrative Agent of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All rights and remedies of Administrative Agent or Buyers provided for herein are cumulative and in addition to any and all other rights and remedies provided by law, the Program Agreements and the other instruments and agreements contemplated hereby and thereby, and are not conditional or contingent on any attempt by Administrative Agent or Buyers to exercise any of their rights under any other related document. Administrative Agent may exercise at any time after the occurrence of a Servicer Termination Event one or more remedies, as either may desire, and may thereafter at any time and from time to time exercise any other remedy or remedies.

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Section 9. Counterparts . This Servicer Notice may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Servicer Notice by signing any such counterpart.

Section 10. Entire Agreement . This Servicer Notice embodies the entire agreement and understanding of the parties hereto and thereto and supersede any and all prior agreements, arrangements and understandings relating to the matters provided for herein and therein. No alteration, waiver, amendments, or change or supplement hereto shall be binding or effective unless the same is set forth in writing by a duly authorized representative of each party hereto.

Section 11. Successors and Assigns . This Servicer Notice shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Section 12. Severability . If any provision of this Servicer Notice is declared invalid by any court of competent jurisdiction, such invalidity shall not affect any other provision of this Servicer Notice, and this Servicer Notice shall be enforced to the fullest extent permitted by law.

Section 13. Back-up Administrative Agent; Successor Administrative Agent . In the event that the Administrative Agent gives the Servicer written notice that a back-up Administrative Agent (the “ Back-up Administrative Agent ”) has been appointed under the Repurchase Agreement, then to the extent that the Servicer subsequently receives written notice from the Back-up Administrative Agent that it has assumed the role of Administrative Agent thereunder (in such case, the “ Successor Administrative Agent ”), then the Successor Administrative Agent shall assume all rights and obligations of the Administrative Agent hereunder, with no further action required by the parties, and the Servicer shall follow the directions of the Successor Administrative Agent hereunder for all directions to be given by the Administrative Agent hereunder.

Section 14. Servicer as Bailee . Servicer hereby acknowledges and agrees that on receipt of any Asset File, it shall hold such Asset File as bailee for Administrative Agent.

Section 15. Governing Law; Jurisdiction; Waiver of Trial by Jury .

(a) THIS SERVICER NOTICE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTION 5 1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

(b) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY:

(i) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS SERVICER NOTICE AND/OR ANY OTHER PROGRAM AGREEMENT, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE FEDERAL COURTS OF THE UNITED STATES

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LEGAL02/37648106v16

OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;

(ii) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

(iii) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH IN THE REPURCHASE AGREEMENT OR AT SUCH OTHER ADDRESS OF WHICH ADMINISTRATIVE AGENT SHALL HAVE BEEN NOTIFIED; AND

(iv) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION.

(c) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SERVICER NOTICE AGREEMENT, ANY OTHER PROGRAM AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Please acknowledge receipt of this instruction letter by signing in the signature block below and forwarding an executed copy to Administrative Agent promptly upon receipt. Any notices to Administrative Agent should be delivered to the following addresses: Eleven Madison Avenue, New York, New York 10010; Attention: Margaret Dellafera; Telephone: 212‑325‑6471.

Very truly yours,

[____________________]

By: ________________________________
Name:
Title:

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LEGAL02/37648106v16

ACKNOWLEDGED:

[____________________]
as Servicer

By: _________________________________
Title:
Telephone:
Facsimile:

REVERSE MORTGAGE SOLUTIONS, INC.

By: _________________________________
Name:
Title:

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LEGAL02/37648106v16

RMS REO CS, LLC

By: _____________________________
Name:
Title:

ACKNOWLEDGED AND AGREED:

Credit Suisse First Boston Mortgage Capital LLC,

as Administrative Agent


By:	____________________________________ Name: ______________________________ Title: ______________________________

Credit Suisse AG, Cayman Islands Branch,

as a Buyer and as a Committed Buyer


By:	____________________________________ Name: ______________________________ Title: ______________________________


By:	____________________________________ Name: ______________________________ Title: ______________________________

Alpine Securitization LTD as a Buyer, by Credit Suisse AG, New York Branch as Attorney-in-Fact


By:	____________________________________ Name: ______________________________ Title: ______________________________


By:	____________________________________ Name: ______________________________ Title: ______________________________

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LEGAL02/37648106v16

Barclays Bank PLC, as a Buyer and as a Committed Buyer


By:	____________________________________ Name: ______________________________ Title: ______________________________

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LEGAL02/37648106v16

Exhibit 10.25.2

EXECUTION COPY

AMENDMENT NO. 1
TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

Amendment No. 1 to Second Amended and Restated Master Repurchase Agreement, dated as of February 9, 2018, and effective as of February 12, 2018 (this “ Amendment ”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “ Administrative Agent ”), CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its CAYMAN ISLANDS BRANCH (“ CS Cayman ”), ALPINE SECURITIZATION LTD (“ Alpine ”), BARCLAYS BANK PLC (“ Barclays ”, and together with CS Cayman and Alpine, each, a “ Buyer ” and collectively, the “ Buyers ”), REVERSE MORTGAGE SOLUTIONS, INC. (the “ Seller ”), RMS REO CS, LLC (“ CS REO Subsidiary ”) and RMS REO BRC, LLC (the “ Barclays REO Subsidiary ” and together with Seller and CS REO Subsidiary, each a “ Seller Party ” and collectively, the “ Seller Parties ”) and DITECH HOLDING CORPORATION (formerly known as Walter Investment Management Corp.) (the “ Guarantor ”).

RECITALS

The Administrative Agent, the Buyers and the Seller Parties are parties to that certain (a) Second Amended and Restated Master Repurchase Agreement, dated as of November 30, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “ Existing Repurchase Agreement ”; and as further amended by this Amendment, the “ Repurchase Agreement ”) and (b) Amended and Restated Pricing Side Letter, dated as of November 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “ Pricing Side Letter ”). The Guarantor is party to that certain Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the “ Guaranty ”), dated as of February 9, 2018, and effective February 12, 2018, by the Guarantor in favor of the Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement, Existing Pricing Side Letter and Guaranty, as applicable.

The Administrative Agent, the Buyers, the Seller Parties and the Guarantor have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement. As a condition precedent to amending the Existing Repurchase Agreement, the Administrative Agent and the Buyers have required the Guarantor to ratify and affirm the Guaranty on the date hereof.

Accordingly, the Administrative Agent, the Buyers, the Seller Parties and the Guarantor hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows:

Section 1. Definitions . Section 2 of the Existing Repurchase Agreement is hereby amended by:

(a) adding the following definitions in proper alphabetical order:

“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

SECTION 2. Contractual Recognition of UK Stay In Resolution . The Existing Repurchase Agreement is hereby amended by adding new Section 47 in its entirety to read as follows immediately following Section 46:

47. Contractual Recognition of UK Stay In Resolution

Where a resolution measure is taken in relation to any BRRD undertaking or any member of the same group as that BRRD undertaking and that BRRD undertaking or any member of the same group as that BRRD

undertaking is a party to this Agreement (any such party to this Agreement being an “ Affected Party ”), each other party to this Agreement agrees that it shall only be entitled to exercise any termination right under this Agreement against the Affected Party to the extent that it would be entitled to do so under the Special Resolution Regime if this Agreement were governed by the laws of any part of the United Kingdom.

For the purpose of this Section 47, “ resolution measure ” means a ‘crisis prevention measure’, ‘crisis management measure’ or ‘recognised third-country resolution action’, each with the meaning given in the “PRA Rulebook: CRR Firms and Non-Authorised Persons: Stay in Resolution Instrument 2015”, as may be amended from time to time (the “ PRA Contractual Stay Rules ”), provided, however, that ‘crisis prevention measure’ shall be interpreted in the manner outlined in Rule 2.3 of the PRA Contractual Stay Rules; “ Bank Recovery and Resolution Directive (“BRRD”) undertaking ”, “ group ”, “ Special Resolution Regime ” and “ termination right ” have the respective meanings given in the PRA Contractual Stay Rules.”

SECTION 3. Acknowledgement and Consent to Bail-In of EEA Financial Institutions . The Existing Repurchase Agreement is hereby amended by adding new Section 48 in its entirety to read as follows immediately following new Section 47:

48 . Acknowledgement and Consent to Bail-In of EEA Financial Institutions

(ii) the effects of any Bail-In Action on any such liability, including, if applicable:

(A) a reduction in full or in part or cancellation of any such liability;

(B) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial

Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Program Agreement; or

(C) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

(a) this Amendment, executed and delivered by the Administrative Agent, the Buyers, the Seller Parties and the Guarantor;

(b) such other documents as the Administrative Agent or counsel to the Administrative Agent may reasonably request.

SECTION 5. Representations and Warranties . Each Seller Party hereby represents and warrants to the Buyers and the Administrative Agent that it is in compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Repurchase Agreement.

SECTION 8. Reaffirmation of Guaranty . The Guarantor hereby ratifies and affirms all of the terms, covenants, conditions and obligations of the Guaranty and acknowledges and agrees that the term “ Obligations ” as used in the Guaranty shall apply to all of the Obligations of the Seller Parties to the Administrative Agent and the Buyers under the Repurchase Agreement and Pricing Side Letter, as amended hereby.

SECTION 9. GOVERNING LAW . THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE

STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the date first above written.

CREDIT SUISSE FIRST BOSTON
MORTGAGE CAPITAL LLC , as
Administrative Agent

By: /s/ Magaret Dellafera

Name: Magaret Dellafera

Title: Vice President

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH , as a Buyer

By: /s/ Erin McCutcheon

Name: Erin McCutcheon

Title: Authorized Signatory

By: /s/ Elie Chau

Name: Elie Chau

Title: Authorized Signatory

ALPINE SECURITIZATION LTD , as a Buyer, by Credit Suisse AG, New York
Branch as Attorney-in-Fact

By: /s/ Erin McCutcheon

Name: Erin McCutcheon


Title:	Director

By: /s/ Elie Chau

Name: Elie Chau

Title: Authorized Signatory

Signature Page to Amendment No. 1 to Second Amended and Restated Master Repurchase Agreement

BARCLAYS BANK PLC , as
a Buyer

By: /s/ Joseph O'Doherty

Name: Joseph O'Doherty

Title: Managing Director

Signature Page to Amendment No. 1 to Second Amended and Restated Master Repurchase Agreement

REVERSE MORTGAGE SOLUTIONS, INC. , as Seller

By: /s/ Cheryl Collins

Name: Cheryl Collins
Title:

RMS REO CS, LLC , as CS REO Subsidiary

By: /s/ Cheryl Collins

Name: Cheryl Collins
Title:

RMS REO BRC, LLC , as Barclays REO Subsidiary

By: /s/ Cheryl Collins

Name: Cheryl Collins
Title:

Signature Page to Amendment No. 1 to Second Amended and Restated Master Repurchase Agreement

DITECH HOLDING CORPORATION , as Guarantor

By: /s/ Cheryl Collins

Name: Cheryl Collins

Title: SVP & Treasurer

Signature Page to Amendment No. 1 to Second Amended and Restated Master Repurchase Agreement

Exhibit 10.25.3

EXECUTION VERSION

GUARANTY

RECITALS

The Administrative Agent entered into that certain Second Amended and Restated Master Repurchase Agreement, by and among Administrative Agent, Credit Suisse AG, a company incorporated in Switzerland, acting through its Cayman Islands Branch (“ CS Cayman ”), Alpine Securitization LTD (“ Alpine ” and together with CS Cayman, “ CS Buyers ”), Barclays Bank PLC (“ Barclays ”, and together with the CS Buyers, the “ Buyers ”), Reverse Mortgage Solutions, Inc. (“ Seller ”), RMS REO CS, LLC (“ CS REO Subsidiary ”) and RMS REO BRC, LLC (“ Barclays REO Subsidiary ”, and, together with the CS REO Subsidiary, the “ REO Subsidiaries ”, and together with the Seller, each a “ Seller Party ” and collectively, the “ Seller Parties ”), dated as of November 30, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “ Repurchase Agreement ”).

On or about November 30, 2017, Walter Investment Management Corp. filed a case under Chapter 11 of the Bankruptcy Code styled as In re Walter Investment Management Corp., Case No. 17-13446-jlg.

1. Defined Terms .

(a) Unless otherwise defined herein, capitalized terms which are defined in the Repurchase Agreement and used herein are so used as so defined.

(b) For purposes of this Guaranty, “ Bankruptcy Code ” shall mean title 11 of the United States Code, 11 U.S.C. § 101, et seq ., as amended from time to time.

LEGAL02/37712095v8

reference under 28 U.S.C. § 157, the United States District Court for the Southern District of New York.

(f) For purposes of this Guaranty, “ Obligations ” shall mean all obligations and liabilities of the Seller Parties (in whatever capacity they act) under the Repurchase Agreement or other Program Agreements to the Administrative Agent and Buyers, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, or out of or in connection with the Repurchase Agreement and any other Program Agreements, and any other document made, delivered or given in connection therewith or herewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, interest and fees that accrue after the commencement by or against any Seller Party or Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, and all fees and disbursements of counsel to the Administrative Agent and Buyers that are required to be paid by a party to the Transactions pursuant to the terms of the Program Agreements and costs of enforcement of this Guaranty) or otherwise. “ Debtor Relief Law ” means any law, administration, or regulation relating to reorganization, winding up, administration, composition or adjustment of debts or otherwise relating to bankruptcy or insolvency.

2. Guaranty .

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LEGAL02/37712095v8

affect the validity of such extension or renewal) but without further assent from it, and it will remain bound upon this Guaranty notwithstanding any extension or renewal of any Obligation. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any comparable provisions of any similar federal or state law.

(c) No payment or payments made by the Seller Parties or any other Person or received or collected by the Administrative Agent from the Seller Parties or any other Person by virtue of any action or proceeding or any set-off or appropriation or application, at any time or from time to time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment or payments, remain liable for the amount of the Obligations until the Obligations are paid in full.

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against the Guarantor, in any currency, whether arising hereunder, under the Repurchase Agreement and the other Program Agreements or otherwise, as the Administrative Agent on behalf of Buyer Parties may elect, whether or not the Administrative Agent has made any demand for payment and although such Obligations and liabilities and claims may be contingent or unmatured. The Administrative Agent shall notify the Guarantor promptly after exercise of any such set-off and the application made by the Administrative Agent on behalf of Buyer Parties, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent on behalf of Buyer Parties under this paragraph are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or Buyers may have.

4. Subrogation . Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Administrative Agent or Buyers, the Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or Buyers against the Seller Parties or any other guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or Buyers for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Seller Parties or any other guarantor in respect of payments made by the Guarantor hereunder, until all amounts owing to the Administrative Agent or Buyers by the Seller Parties on account of the Obligations are paid in full and the Repurchase Agreement and the other Program Agreements are terminated. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amounts shall be held by the Guarantor in trust for the Administrative Agent, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Administrative Agent in the exact form received by the Guarantor (duly indorsed by the Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

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LEGAL02/37712095v8

demand on the Seller Parties or any other guarantor, and any failure by the Administrative Agent to make any such demand or to collect any payments from the Seller Parties or any such other guarantor or any release of the Seller Parties or such other guarantor shall not relieve the Guarantor of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or Buyers against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

6. Guaranty Absolute and Unconditional .

(a) Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between the Seller Parties or the Guarantor, on the one hand, and the Administrative Agent on behalf of Buyer Parties, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Seller Parties or the Guarantor with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity or enforceability of the Repurchase Agreement and the other Program Agreements, any of the Obligations or any lien on the collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, (ii) any defense, set-off or counterclaim which may at any time be available to or be asserted by the Seller Parties against the Administrative Agent or Buyers, (iii) any defense Guarantor has to performance hereunder and any other circumstance whatsoever (with or without notice to or knowledge of the Seller Parties or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller Parties for the Obligations, or of the Guarantor under this Guaranty, in bankruptcy or in any other instance, (iv) the benefit of any statute of limitations affecting the Guarantor's liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to the Guarantor's liability hereunder, or (v) any defense arising by reason of or deriving from (1) any claim or defense based upon an election of remedies by the Administrative Agent, such as nonjudicial foreclosure, or (2) any election by the Administrative Agent under Section 1111(b) of the Bankruptcy Code, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantor. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent may, but shall be under no obligation, to pursue such rights and remedies that they may have against the Seller Parties or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent to pursue such other rights or remedies or to collect any payments from the Seller Parties or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller Parties or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve

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the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent on behalf of Buyer Parties against the Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and their successors and assigns thereof, and shall inure to the benefit of the Administrative Agent, the Buyers and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Repurchase Agreement and the other Program Agreements, the Seller Parties may be free from any Obligations.

(b) Without limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Administrative Agent and Buyers as follows:

(i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Administrative Agent and Buyers any claim or defense based upon, an election of remedies by the Administrative Agent and Buyers which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against the Seller Parties or any other guarantor for reimbursement or contribution, and/or any other rights of the Guarantor to proceed against the Seller Parties, against any other guarantor, or against any other person or security.

(ii) Guarantor is presently informed of the financial condition of the Seller Parties and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. The Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed of the Seller Parties’ financial condition, the status of other guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Administrative Agent for such information and will not rely upon the Administrative Agent for any such information. Absent a written request for such information by the Guarantor to the Administrative Agent, Guarantor hereby waives its right, if any, to require the Administrative Agent to disclose to Guarantor any information which the Administrative Agent may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.

(iii) Guarantor has independently reviewed the Repurchase Agreement, and the other Program Agreements and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to the Administrative Agent, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature granted by the Seller Parties or any other guarantor to the Administrative Agent, now or at any time and from time to time in the future.

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LEGAL02/37712095v8

bankruptcy, dissolution, liquidation or reorganization of the Seller Parties or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Seller Parties or any substantial part of its property, or otherwise, all as though such payments had not been made.

8. Payments . Guarantor hereby agrees that the Obligations will be paid to the Administrative Agent without set-off or counterclaim in U.S. Dollars.

(d) Guarantor will realize a direct economic benefit as a result of the amounts paid by Administrative Agent to Seller Parties pursuant to the Repurchase Agreement and the other Program Agreements.

10. Reserved .

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LEGAL02/37712095v8

of the Credit Agreement which are hereby incorporated by reference, mutatis mutandis . When making those covenants and agreements set forth in the Credit Agreement with the Administrative Agent and Buyers under this Guaranty, the defined terms used therein unless modified hereunder shall have the meanings set forth in the Credit Agreement and section references and references to schedules and exhibits shall refer to those sections, schedules and exhibits in the Credit Agreement. To the extent provisions of the Credit Agreement are incorporated by reference and such provisions use other defined terms set forth in the Credit Agreement, such defined terms are hereby incorporated by reference as well. Notwithstanding that the Credit Agreement may be terminated, the provisions incorporated by reference into this Guaranty shall survive and continue to bind the Guarantor hereunder. Notwithstanding the foregoing, the following defined terms used in Article 6 of the Credit Agreement and sections in Article 6 of the Credit Agreement shall have the following meanings and/or usages and are hereby amended as follows under the Program Agreements:


•	“Borrower” shall mean “Guarantor”.


•	The reference to the term “Closing Date” in the definition of Unrestricted Subsidiary (as used in Article 6) shall mean the “Closing Date” as defined in the Credit Agreement.


•	The use of the terms “Default” and “Event of Default” in Section 6.03 of the Credit Agreement as incorporated herein by reference shall mean a Default or Event of Default under the Credit Agreement and a Default or Event of Default solely related to Section 15(n)( Guarantor Breach ) of the Repurchase Agreement.


•	All references to restrictions on dividends imposed on any Person other than the Guarantor shall be deemed deleted.

13. Event of Default . If an Event of Default under the Repurchase Agreement shall have occurred and be continuing (subject to any applicable cure period), the Guarantor agrees that, as between the Guarantor and Administrative Agent, the Obligations under the Repurchase Agreement and other Program Agreements may be declared to be due for purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any such declaration as against a Seller Party and that, in the event of any such declaration (or attempted declaration), such Obligations shall forthwith become due by the Guarantor for purposes of this Guaranty.

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LEGAL02/37712095v8

prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

16. No Waiver; Cumulative Remedies . The Administrative Agent shall not by any act (except by a written instrument pursuant to paragraph 17 hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Administrative Agent would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights or remedies provided by law.

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LEGAL02/37712095v8

If to Guarantor:

Ditech Holding Corporation

1100 Virginia Drive, Suite 100A

Fort Washington, PA 19034

Attention: General Counsel

Telephone: (207) 419-6297

If to Administrative Agent:

If to Barclays:

Barclays Bank PLC

745 Seventh Avenue, 5th Floor

New York, New York 10019

Attention: Joseph O’Doherty

Phone Number: 212-528-7482

E mail: joseph.o’doherty@barclays.com

with a copy to:

Barclays Bank PLC

745 Seventh Avenue, 20th Floor

New York, New York 10019

Attention: Legal Department—RMBS Warehouse Lending

19. Reserved .

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LEGAL02/37712095v8

20. Jurisdiction .

(b) GUARANTOR HEREBY WAIVES TRIAL BY JURY. GUARANTOR HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY COURT OF THE STATE OF NEW YORK, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, ARISING OUT OF OR RELATING TO THE PROGRAM AGREEMENTS IN ANY ACTION OR PROCEEDING. GUARANTOR HEREBY SUBMITS TO, AND WAIVES ANY OBJECTION IT MAY HAVE TO, EXCLUSIVE PERSONAL JURISDICTION AND VENUE IN THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WITH RESPECT TO ANY DISPUTES ARISING OUT OF OR RELATING TO THE PROGRAM AGREEMENTS. GUARANTOR ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE ADMINISTRATIVE AGENT THAT THE PROVISIONS OF THIS SECTION 19 CONSTITUTE A MATERIAL INDUCEMENT UPON WHICH THE ADMINISTRATIVE AGENT HAS RELIED, IS RELYING AND WILL RELY IN ENTERING INTO THIS GUARANTY. GUARANTOR MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 19 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE ADMINISTRATIVE AGENT TO THE WAIVER OF ITS RIGHTS TO TRIAL BY JURY. THE ADMINISTRATIVE AGENT OR THE BUYERS MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 19 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE GUARANTOR TO THE WAIVER OF ITS RIGHTS TO TRIAL BY JURY.

21. Integration . This Guaranty represents the agreement of the Guarantor with respect to the subject matter hereof and there are no promises or representations by the Seller Parties or Guarantor relative to the subject matter hereof not reflected herein.

22. Obligations Independent . The obligations of the Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Obligations. A separate action may be brought against the Guarantor to enforce this Guaranty whether or not a Seller Party or any other person or entity is joined as a party.

23. Stay of Acceleration . If acceleration of the time for payment of any amount payable by any Seller Party under the Repurchase Agreement and the other Program Agreements is stayed upon the insolvency or bankruptcy or reorganization of such Seller Party, all such amounts otherwise subject to acceleration under the terms of such document shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the Administrative Agent.

24. Acknowledgments . Guarantor hereby acknowledges that:

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LEGAL02/37712095v8

(a) Guarantor has been advised by counsel in the negotiation, execution and delivery of this Guaranty and the other Program Agreements;

(c) no joint venture exists between the Administrative Agent, Buyers and the Guarantor or among the Administrative Agent, Buyers, the Seller Parties and the Guarantor.

[Signature pages follow]

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LEGAL02/37712095v8

IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be duly executed and delivered as of the date first above written.

Ditech Holding Corporation, as Guarantor

By: _/s/ Cheryl A. Collins


	Name: Cheryl A. Collins


	Title: Senior Vice President and Treasurer

Signature Page to the Guaranty (RMS)

Exhibit 10.25.4

EXECUTION DRAFT

AMENDMENT NO. 2
TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

Amendment No. 2 to Second Amended and Restated Master Repurchase Agreement, dated as of March 29, 2018 (this “ Amendment ”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “ Administrative Agent ”), CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its CAYMAN ISLANDS BRANCH (“ CS Cayman ”), ALPINE SECURITIZATION LTD (“ Alpine ”), BARCLAYS BANK PLC (“ Barclays ”, and together with CS Cayman and Alpine, each, a “ Buyer ” and collectively, the “ Buyers ”), REVERSE MORTGAGE SOLUTIONS, INC. (the “ Seller ”), RMS REO CS, LLC (“ CS REO Subsidiary ”) and RMS REO BRC, LLC (the “ Barclays REO Subsidiary ” and together with Seller and CS REO Subsidiary, each a “ Seller Party ” and collectively, the “ Seller Parties ”) and DITECH HOLDING CORPORATION (formerly known as Walter Investment Management Corp.) (the “ Guarantor ”).

RECITALS

The Administrative Agent, the Buyers and the Seller Parties are parties to that certain (a) Second Amended and Restated Master Repurchase Agreement, dated as of November 30, 2017 (as amended, restated, supplemented or otherwise modified as of the date hereof, the “ Existing Repurchase Agreement ”; and as further amended by this Amendment, the “ Repurchase Agreement ”) and (b) Amended and Restated Pricing Side Letter, dated as of November 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “ Pricing Side Letter ”). The Guarantor is party to that certain Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the “ Guaranty ”), dated as of February 9, 2018, by the Guarantor in favor of the Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement, and if not defined therein, shall have the meanings given to them in the Guaranty.

Section 1. Reports .

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SECTION 2. Conditions Precedent to All Transactions .

(a) Section 10(b)(2) of the Existing Repurchase Agreement is hereby deleted in its entirety and replaced with the following:

(a) this Amendment, executed and delivered by the Administrative Agent, the Buyers, the Seller Parties and the Guarantor.

(b) such other documents as the Administrative Agent or counsel to the Administrative Agent may reasonably request.

SECTION 4. Representations and Warranties . Each Seller Party hereby represents and warrants to the Buyers and the Administrative Agent that it is in compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Repurchase Agreement.

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SECTION 7. Reaffirmation of Guaranty . The Guarantor hereby ratifies and affirms all of the terms, covenants, conditions and obligations of the Guaranty and acknowledges and agrees that the term “ Obligations ” as used in the Guaranty shall apply to all of the Obligations of the Seller Parties to the Administrative Agent and the Buyers under the Repurchase Agreement and Pricing Side Letter, as amended hereby.

SECTION 8. Acknowledgement of Certain Accounting Matters. The Administrative Agent and each Buyer hereby acknowledge that Seller’s financial statements for the month ending February 28, 2018 (the “ February 2018 Financials ”) may not reflect all of the impacts of fresh start accounting provided for under GAAP in connection with Guarantor’s emergence on February 9, 2018 from its case filed under Chapter 11 of the Bankruptcy Code. The Administrative Agent and each Buyer further acknowledge and agree that any such nonconformity with fresh start accounting with respect to the February 2018 Financials shall not constitute a breach of any representation, warranty or covenant under the Agreement. For the avoidance of doubt, the parties hereto acknowledge and agree that this Section 8 shall only apply with respect to the February 2018 Financials and shall not operate as a waiver or other modification of Seller Parties’ or Guarantor’s obligation to comply with fresh start accounting in accordance with GAAP with respect to any other financial statements delivered under the Agreement.

SECTION 9. GOVERNING LAW . THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the date first above written.

CREDIT SUISSE FIRST BOSTON
MORTGAGE CAPITAL LLC , as
Administrative Agent

By: /s/ Margaret D. Dellafera

Name: Margaret D. Dellafera


Title: Authorized Signer

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH , as a Buyer

By: /s/ Margaret D. Dellafera

Name: Margaret D. Dellafera


Title: Authorized Signer

By: /s/ Elie Chau

Name: Elie Chau

Title: Authorized Signatory

ALPINE SECURITIZATION LTD , as a Buyer, by Credit Suisse AG, New York
Branch as Attorney-in-Fact

By: /s/ Erin McCutcheon

Name: Erin McCutcheon

Title: Director

By: /s/ Elie Chau

Name: Elie Chau

Title: Authorized Signatory

Signature Page to Amendment No. 2 to Second Amended and Restated Master Repurchase Agreement

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BARCLAYS BANK PLC , as
a Buyer

By: /s/ Joseph O'Doherty______________

Name: Joseph O'Doherty

Title: Managing Director

Signature Page to Amendment No. 2 to Second Amended and Restated Master Repurchase Agreement

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REVERSE MORTGAGE SOLUTIONS, INC. , as Seller

By: /s/ Cheryl Collins
Name: Cheryl Collins
Title: Senior Vice President

RMS REO CS, LLC , as CS REO Subsidiary

By: /s/ Cheryl Collins
Name: Cheryl Collins
Title: Manager

RMS REO BRC, LLC , as Barclays REO Subsidiary

By: /s/ Cheryl Collins
Name: Cheryl Collins
Title: Manager

Signature Page to Amendment No. 2 to Second Amended and Restated Master Repurchase Agreement

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DITECH HOLDING CORPORATION , as Guarantor

By: _/s/ Cheryl A. Collins__________________

Name: Cheryl A. Collins

Title: SVP & Treasurer

Signature Page to Amendment No. 2 to Second Amended and Restated Master Repurchase Agreement

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Exhibit 10.26.1

EXECUTION VERSION

RECEIVABLES SALE AGREEMENT

DITECH FINANCIAL LLC

(Receivables Seller and Servicer)

and

DITECH AGENCY ADVANCE DEPOSITOR LLC

(Depositor)

and

DITECH HOLDING CORPORATION
(formerly known as WALTER INVESTMENT MANAGEMENT CORP.)

(Limited Guarantor)

Dated as of February 9, 2018, and effective as of February 12, 2018

DITECH AGENCY ADVANCE TRUST

ADVANCE RECEIVABLES BACKED NOTES, ISSUABLE IN SERIES

1024150

TABLE OF CONTENTS

Page


Section 1.	Definitions; Incorporation by Re ference...........................................................................2


Section 2.	Transfer of Receivables . .............................................................................. ....................4


Section 3.	Ditech’s Acknowledgment and Consent to Assignment. .............................. ................5


Section 4.	Representations, Warranties and Certain Covenants of Ditech, as Servicer and as

Receivables Seller ................................................................................................. ... ........... 6


Section 5.	Termination. ....................................................................................................................... 12


Section 6.	General Covenants of Ditech, as Receivables Seller and Servicer and the Limited

Guarantor, if applicable. ................................................................................................... 13


Section 7.	Grant Clause .......................................................................................................................1 5


Section 8.	Conveyance by Depositor; Grant by Issuer. .................................................................. 16


Section 9.	Protection of Indenture Trustee’s Security Interest in Trust Estate. ........................... 17


Section 10.	Indemnification. ................................................................................................................. 17


Section 11.	Miscellaneous ..................................................................................................................... 19

Schedule 1 Form of Assignment of Receivables

Exhibit A Form of Subordinated Note

RECEIVABLES SALE AGREEMENT

This RECEIVABLES SALE AGREEMENT (as it may be amended, supplemented, restated, or otherwise modified from time to time, this “ Agreement ”) is made as of February 9, 2018, and effective as of February 12, 2018, by and between Ditech Financial LLC, a limited liability company organized under the laws of the State of Delaware, as receivables seller and servicer (“ Ditech ”), Ditech Agency Advance Depositor LLC, a limited liability company organized under the laws of the State of Delaware, as depositor (the “ Depositor ”), and Ditech Holding Corporation (formerly known as Walter Investment Management Corp.), a corporation under the laws of the State of Maryland as limited guarantor (“ Limited Guarantor ”).

RECITALS

A. The Depositor is a special purpose Delaware limited liability company wholly owned by Ditech. Ditech acts as the servicer under one or more certain Freddie Mac Servicing Agreements incorporating the Freddie Mac Guide and one or more certain Fannie Mae Servicing Agreements incorporating the Fannie Mae Guide (each, as it may be amended, supplemented, restated, or otherwise modified from time to time, a “ Servicing Agreement ” and, collectively, the “ Servicing Agreements ”), and has the obligation to make Advances thereunder, has the right to collect the related Receivables in reimbursement of such Advances made by Ditech and the right to collect Receivables related to Advances previously made by Ditech (or any predecessor servicer). One or more Servicing Agreements (each, as may be amended, supplemented, restated or otherwise modified from time to time, a “ Designated Servicing Agreement ” and, collectively, the “ Designated Servicing Agreements ” ) and the related Facility Eligible Pools where Ditech acts as servicer (each, a “ Designated Pool ” and collectively, the “ Designated Pools ”) will be designated as described herein for inclusion under this Agreement, the Receivables Pooling Agreement (defined below) and the Indenture (defined below).

B. Ditech Agency Advance Trust (the “ Issuer ”), Ditech, as servicer and as Administrator (in such capacity, the “ Administrator ”), Wells Fargo Bank, N.A., as Indenture Trustee (the “ Indenture Trustee ”), as Calculation Agent, as Paying Agent and as Securities Intermediary, and Credit Suisse First Boston Mortgage Capital LLC, as administrative agent (the “ Administrative Agent ”), have entered into an Indenture (as it may be amended, supplemented, restated, or otherwise modified from time to time and including any indenture supplement, the “ Indenture ”), dated as of even date herewith, pursuant to which the Issuer shall be permitted to issue different Series of notes (the “ Notes ”) from time to time, on the terms and conditions set forth in the Indenture.

C. Upon its disbursement of an Advance with respect to a Designated Pool pursuant to a Designated Servicing Agreement, Ditech, as servicer, becomes the beneficiary of a contractual right to be reimbursed for such Advance in accordance with the terms of the related Designated Servicing Agreement. Ditech desires to sell, assign, transfer and convey to the Depositor all its contractual rights to be reimbursed for each Advance disbursed by Ditech (or any predecessor servicer to the extent that Ditech acquires the Advance), as servicer, from the date hereof through the Receivables Sale Termination Date in respect of Designated Pools under the Designated Servicing Agreements (in any case, which Advance has not been previously reimbursed) (any right to reimbursement in respect of any such Advance, a “ Receivable ” and, collectively, the “ Receivables ”), pursuant to the terms of this Agreement. The Depositor will sell and/or contribute, assign, transfer and convey to the Issuer all Receivables acquired by the Depositor from Ditech, as receivables seller, immediately upon the Depositor’s acquisition of such Receivables pursuant to this Agreement pursuant to a Receivables Pooling Agreement, dated as of even date herewith (as may be amended, supplemented, restated or otherwise modified from time to time, the “ Receivables Pooling Agreement ”).

D. The Notes issued by the Issuer pursuant to the Indenture will be collateralized by the Aggregate Receivables and related property and certain monies in respect thereof now owned and to be hereafter acquired by the Issuer.

E. In consideration of each transfer by Ditech, as receivables seller, to the Depositor of the Transferred Assets on the terms and subject to the conditions set forth in this Agreement, the Depositor has agreed to pay to Ditech a purchase price equal to the fair market value thereof on the related Sale Date. To the extent the portion of the purchase price actually paid in cash by the Depositor for the Transferred Assets is less than 100% of the fair market value thereof, the balance of the purchase price shall be paid by the Depositor to Ditech by keeping the proceeds of a borrowing under a Subordinated Note issued by the Depositor to Ditech in an amount equal to the amount by which the Purchase Price of such Receivable exceeds the portion of the cash purchase price actually paid therefor.

AGREEMENT

NOW, THEREFORE, in consideration of the above premises and of the mutual promises hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1. Definitions; Incorporation by Reference.

(a) This Agreement is entered into in connection with the terms and conditions of the Indenture. Any capitalized term used but not defined herein shall have the meaning given to it in the Indenture. Furthermore, for any capitalized term defined herein but defined in greater detail in the Indenture, the detailed information from the Indenture shall be incorporated herein by reference.

Additional Receivables : As defined in Section 2(a) .

Administrative Agent : As defined in the Recitals.

Administrator : As defined in the Recitals.

Aggregate Receivables : Collectively, all Initial Receivables and all Additional Receivables.

Agreement : As defined in the Preamble.

Assignment of Receivables : Each agreement documenting an assignment by Ditech to the Depositor substantially in the form set forth on Schedule 1 .

Closing Date : The date of this Agreement.

Depositor : As defined in the Preamble.

Designated Pools : As defined in the Recitals.

Designated Servicing Agreement and Designated Servicing Agreements : As defined in the Recitals.

Designation Date : A date on which any Pool becomes a Designated Pool after the Closing Date.

Ditech : As defined in the Preamble.

Excepted Receivable : Any Receivable arising under any Designated Servicing Agreement (i) that arises after the commencement of the Full Amortization Period and (ii) in respect of which the Issuer, the Depositor, the Indenture Trustee and the Administrative Agent shall have received a written notice from Ditech, no later than one (1) Business Day after the origination thereof, (A) identifying such Receivable in reasonable detail and (B) certifying that Ditech has concluded in its reasonable discretion (with reasonable supporting detail therefor) that Ditech will not receive reasonably equivalent value for the transfer of any such identified Receivable because the value of the equity of the Depositor was negative prior to the contribution of such Receivable after taking into account all of the following, among other relevant factors, (1) borrowings under the Subordinated Note, and (2) any indemnification payments owing by Ditech to the Depositor under this Agreement (giving effect to the full value of such indemnification payment obligations as an asset of the Depositor).

Full Amortization Period : As defined in the Indenture.

Indemnification Amounts : As defined in Section 10(c) .

Indemnified Party : As defined in Section 10(c) .

Indemnity Payment : As defined in Section 4(d) .

Indenture : As defined in the Recitals.

Indenture Trustee : As defined in the Recitals.

Initial Receivables : As defined in Section 2(a) .

Issuer : As defined in the Recitals.

Limited Guarantor : As defined in the Recitals.

Purchase : Each transfer by the Depositor from Ditech, as receivables seller, of Transferred Assets.

Purchase Price : As defined in Section 2(b) .

Receivable and Receivables : As defined in the Recitals.

Receivables Pooling Agreement : As defined in the Recitals.

Receivables Sale Termination Date : The date, after the conclusion of the Revolving Period, on which all amounts due on all Classes of Notes issued by the Issuer pursuant to the Indenture, and all other amounts payable to any party pursuant to the Indenture, shall have been paid in full.

Related Documents : As defined in Section 4(a)(iii) .

Removed Servicing Agreement : As defined in Section 2(c) .

Sale Date : (i) With respect to the Initial Receivables, the Closing Date and (ii) with respect to any Additional Receivables, each date after the Closing Date and prior to the Receivables Sale Termination Date on which such Additional Receivable is sold, assigned, transferred and conveyed by Ditech, as receivables seller, to the Depositor pursuant to the terms of this Agreement.

Series : As defined in the Indenture.

Servicing Agreement and Servicing Agreements : As defined in the Recitals.

Stop Date : As defined in Section 2(c) .

Subordinated Note : The promissory note in substantially the form of Exhibit A hereto as more fully described in Section 2(b) , as the same may be amended, restated, supplemented or otherwise modified from time to time.

Transferred Assets : As defined in Section 2(a) .

UCC : As defined in Section 2(a) .

(b) The Designated Servicing Agreement Schedule as amended, supplemented, restated, or otherwise modified from time to time in accordance with the Transaction Documents, is incorporated by this reference into this Agreement.

Section 2. Transfer of Receivables.

(a) Transferred Assets . On the date hereof, Ditech, as receivables seller, will sell, contribute, assign and convey to the Depositor, and the Depositor will purchase and acquire from Ditech without recourse, all of Ditech’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on the Closing Date with respect to any Pool that is subject to any Servicing Agreement that is listed on the Designated Servicing Agreement Schedule as a “Designated Servicing Agreement” (the “ Initial Receivables ”), (2) each Receivable in existence on any Business Day after the Closing Date and prior to the Receivables Sale Termination Date that arises with respect to any Pool that is subject to any Servicing Agreement that is listed on the Designated Servicing Agreement Schedule as a “Designated Servicing Agreement” (the “ Additional Receivables ”), and (3) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “ UCC ”)), together with all rights of Ditech to enforce such Initial Receivables and Additional Receivables (collectively, the “ Transferred Assets ”). Until the Receivables Sale Termination Date, Ditech shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Depositor, on each Business Day, each Additional Receivable (other than any Excepted Receivable) not previously transferred to the Depositor and the Depositor shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

(b) Purchase Price . In consideration of the sale, assignment, transfer and conveyance to the Depositor of the Aggregate Receivables and related Transferred Assets, on the terms and subject to the conditions set forth in this Agreement, the Depositor shall, on each Sale Date, pay and deliver to Ditech, in immediately available funds on the related Sale Date, or otherwise promptly following such Sale Date if so agreed by Ditech, as receivables seller, and the Depositor, a purchase price (the “ Purchase Price ”) equal to (i) in the case of one Receivable sold, assigned, transferred and conveyed on such Sale Date, the fair market value of such Receivable on such Sale Date or (ii) in the case more than one Receivable is sold, assigned, transferred and conveyed on such Sale Date, the aggregate of the fair market values of such Receivables on such Sale Date, payable in cash to the extent of funds available to the Depositor. To the extent that the Purchase Price of the Additional Receivables is greater than the cash portion of the Purchase Price, then the Depositor shall (i) first, pay such portion of the Purchase Price in the form of a borrowing under the Subordinated Note in the form attached hereto as Exhibit A ; provided however, that the Depositor may not make any borrowing under the Subordinated Note unless at the time of (and immediately after) each borrowing thereunder, both before and after the sale transaction (1) the Depositor’s total assets exceed its total liabilities, (2) the Depositor’s cash on hand is sufficient to satisfy all of its current obligations (other than its obligations under the Subordinated Note and the obligation to pay the Purchase Price), (3) the Depositor is adequately capitalized at a commercially reasonable level and (4) the Depositor has determined that its financial capacity to meet its financial commitment under the Subordinated Note is adequate and (ii) second, to the extent the Depositor cannot make a borrowing under the Subordinated Note, accept a contribution to its capital from Ditech in an amount equal to the remaining unpaid portion of the Purchase Price. Ditech is hereby authorized by the Depositor to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of the Depositor thereunder. Ditech shall record in its books and records all increases in and payments in reduction of the outstanding principal amount of the Subordinated Note.

(c) Removal of Designated Servicing Agreements or Designated Pools and Receivables . On any date on or after the satisfaction of all conditions specified in Section 2.1(c) of the Indenture, Ditech, as receivables seller, may remove a Designated Servicing Agreement or a Designated Pool from the Designated

Servicing Agreement Schedule for purposes of this Agreement (each such Servicing Agreement or a Designated Pool so removed, a “ Removed Servicing Agreement ” and a “ Removed Pool ”, respectively). Upon the removal of a Designated Servicing Agreement from the Designated Servicing Agreement Schedule, (i) except if Ditech conducts a Permitted Refinancing, all Receivables related to Advances under such Removed Servicing Agreement previously transferred to the Depositor and Granted to the Indenture Trustee for inclusion in the Trust Estate, shall remain subject to the lien of the Indenture, in which case the Receivables Seller may not assign to another Person any Receivables arising under that Removed Servicing Agreement until all Receivables that arose under that Removed Servicing Agreement or that Pool that are included in the Trust Estate shall have been paid in full or sold in a Permitted Refinancing, and (ii) all Receivables related to such Removed Servicing Agreement or Removed Pool arising on or after the date that the related Servicing Agreement was removed from the Designated Servicing Agreement Schedule (the “ Stop Date ”) shall not be sold to the Depositor and shall not constitute Additional Receivables.

(d) Marking of Books and Records . Ditech shall, at its own expense, indicate in its books and records (including its computer records) that the Receivables in respect of a Designated Pool arising under each Designated Servicing Agreement and the related Transferred Assets have been sold, assigned, transferred and conveyed to the Depositor in accordance with this Agreement and are owned by the Issuer and pledged to the Indenture Trustee on behalf of the Noteholders. Ditech shall not alter the indication referenced in this paragraph with respect to any Receivable during the term of this Agreement (except in accordance with Section 9(b) ). If a third party, including a potential purchaser of a Receivable, should inquire as to the status of the Receivables, Ditech shall promptly indicate to such third party that the Receivables have been sold, assigned, transferred and conveyed and Ditech (except in accordance with Section 9(b) ) shall not claim any right, title or interest (including, but not limited to ownership interest) therein.

Section 3. Ditech’s Acknowledgment and Consent to Assignment.

(a) Acknowledgment and Consent to Assignment . Ditech hereby acknowledges that the Depositor has sold and/or contributed, assigned, transferred and conveyed to the Issuer, and that the Issuer has Granted to the Indenture Trustee, on behalf of the Noteholders, the rights (but not the obligations) of the Depositor under this Agreement including, without limitation, the right to enforce the obligations of Ditech hereunder and thereunder. Ditech hereby consents to such Grant by the Issuer to the Indenture Trustee pursuant to the Indenture and acknowledges that each of the Issuer and the Indenture Trustee (on behalf of itself and the Secured Parties) shall be a third party beneficiary in respect of the representations, warranties, covenants, rights, indemnities and other benefits arising hereunder that are so Granted by the Issuer. Moreover, Ditech hereby authorizes and appoints as its attorney-in-fact the Depositor, the Issuer and the Indenture Trustee, as the Issuer’s assignee, on behalf of the Depositor, to execute and deliver such documents or certificates as may be necessary in order to enforce its rights under this Agreement and its rights to collect the Aggregate Receivables.

(b) Access to Records . In connection with the conveyances hereunder, Ditech hereby grants to the Depositor (and its assigns) an irrevocable license to access all records relating to the Aggregate Receivables, without the need for any further documentation in connection with any conveyance hereunder; provided , however , that the Depositor (and its assigns) may not exercise any right under such license until an Event of Default has occurred and is continuing; and provided further that such license is for the limited purpose of administering and accounting for the Aggregate Receivables. In connection with such license, and subject to the foregoing provisos, Ditech hereby grants to the Depositor (and its assigns) an irrevocable, non-exclusive license (subject to the restrictions contained in any license with respect thereto) to use, without royalty or payment of any kind, all software used by Ditech, as receivables seller or as servicer as the case may be, to account for the Aggregate Receivables, to the extent necessary to administer the Aggregate

Receivables and such software is owned by Ditech. With respect to software owned by others and used by Ditech under license agreements, Ditech shall cooperate with the Depositor (and its assigns) to identify such software and the applicable licensors thereof and provide such other information available to it and reasonably necessary in order for the Depositor to obtain its own licenses with respect to such software. The licenses granted by Ditech pursuant to this Section 3 with respect to software owned by it shall be irrevocable and shall terminate on the Receivables Sale Termination Date.

Section 4. Representations, Warranties and Certain Covenants of Ditech, as Servicer and as Receivables Seller.

Ditech, as receivables seller and as servicer, hereby makes the following representations, warranties and covenants for the benefit of the Depositor, the Issuer, and the Indenture Trustee for the benefit of the Noteholders, on which the Depositor is relying in purchasing the Aggregate Receivables and executing this Agreement, on which the Issuer is relying in purchasing the Aggregate Receivables pursuant to the Receivables Pooling Agreement, and on which the Noteholders are relying in purchasing the Notes. The representations are made as of the date of this Agreement and as of each Sale Date. Such representations and warranties shall survive the sale and/or contribution, assignment, transfer and conveyance of any Receivables and any other related Transferred Assets to the Depositor and the Issuer.

(a) General Representations and Warranties .

(i) Organization and Good Standing . Ditech is a limited liability company duly organized and validly existing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and now has and so long as any Notes are outstanding, will continue to have, power, authority and legal right to acquire, own, hold, transfer, assign and convey the Receivables.

(ii) Due Qualification . Ditech is and will continue to be duly qualified to do business as a limited liability company in good standing, and has obtained and will keep in full force and effect all necessary licenses, permits and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, licenses, permits or approvals and as to which the failure to obtain or to keep in full force and effect such licenses, permits or approvals would have an Adverse Effect.

(iii) Power and Authority . Ditech has and will continue to have all requisite limited liability company power and authority to own the Receivables, and Ditech has and will continue to have all requisite limited liability company power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party and any and all other instruments and documents necessary to consummate the transactions contemplated hereby or thereby (collectively, the “ Related Documents ”), and to perform each of its obligations under this Agreement and under the Related Documents, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by Ditech, and the execution and delivery of each of the Related Documents by Ditech, the performance by Ditech of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby have each been duly authorized by Ditech and no further limited liability company action or other actions are required to be taken by Ditech in connection therewith.

(iv) Valid Transfer . This Agreement evidences a valid sale, transfer, assignment and conveyance of the applicable Additional Receivables as of applicable Sale Date to the Depositor, which is enforceable against creditors of and purchasers from Ditech except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles.

(v) Binding Obligation . This Agreement and each of the other Transaction Documents to which Ditech is a party has been, or when delivered will have been, duly executed and delivered and constitutes the legal, valid and binding obligation of Ditech, enforceable against Ditech, in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles.

(vi) Perfection .

(A) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Aggregate Receivables and the related Transferred Assets with respect thereto in favor of the Depositor, which security interest is prior to all other Adverse Claims (other than Permitted Liens of the type described in clause (ii) of the definition thereof), and is enforceable as such against creditors of and purchasers from Ditech;

(B) Ditech has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under the UCC in order to perfect the security interest in the Aggregate Receivables and the related Transferred Assets granted to the Depositor hereunder; and

(C) Ditech has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Aggregate Receivables and the related Transferred Assets, other than under this Agreement, except pursuant to any agreement that has been terminated or lien arrangement that has otherwise been released on or prior to the sale of the related Receivables hereunder, and any rights in the Receivables that were pledged, assigned, sold, granted or otherwise conveyed pursuant to such agreement or arrangement have been released on or prior to the sale of the related Receivables hereunder, and such Receivables that were subject to such agreement or arrangement are being sold by the Receivables Seller to the Depositor free and clear of any Adverse Claim (other than any Permitted Lien). Ditech has not authorized the filing of and is not aware of any financing statement filed against it, the Depositor or the Issuer covering the Aggregate Receivables and the related Transferred Assets other than those filed in connection with this Agreement and the other Transaction Documents and those that have been terminated on or prior to the date hereof or for which the lien with respect to the Receivables has been released.

(vii) No Violation . Neither the execution, delivery and performance of this Agreement, the other Transaction Documents or the Related Documents by Ditech, nor the consummation by Ditech of the transactions contemplated hereby or thereby nor the fulfillment of or compliance with the terms and conditions of this Agreement, the Related Documents or the other Transaction Documents to which Ditech is a party (A) will violate the organizational documents of Ditech, (B) will constitute a default (or an event which, with notice or lapse of time or both, would constitute a default), or result in a breach or acceleration of, any material indenture, agreement or other material instrument to which Ditech, any of its subsidiaries or the Limited Guarantor is a party or by which it or any of them is bound, or which may be applicable to Ditech, (C) results in the creation or imposition of any Adverse Claim upon any of the property or assets of Ditech under the terms of

any of the foregoing except as contemplated hereby, or (D) violates any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any court or of any public, governmental or regulatory body, agency or authority applicable to Ditech or its properties.

(viii) No Proceedings . There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to Ditech’s knowledge, threatened, against Ditech (A) in which a third party not affiliated with the Indenture Trustee or a Noteholder asserts the invalidity of any of the Transaction Documents, (B) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by any of the Transaction Documents, (C) seeking any determination or ruling that should reasonably be expected to affect materially and adversely the performance by Ditech or its Affiliates of their obligations under, or the validity or enforceability of, any of the Transaction Documents or (D) relating to Ditech or its Affiliates and which should reasonably be expected to affect adversely the federal income tax attributes of the Notes.

(ix) Ownership of Depositor . Ditech owns 100% of the membership interest in the Depositor. No Person other than Ditech has any rights to acquire membership interests in the Depositor.

(x) Ownership of Issuer . 100% of the Owner Trust Certificate of the Issuer is owned by the Depositor. No Person other than the Depositor has any rights to acquire all or any portion of the Owner Trust Certificate in the Issuer.

(xi) No Violation of Exchange Act or Regulations T, U or X . None of the transactions contemplated in the Transaction Documents (including the use of the proceeds from the sale of the Notes) will result in a violation of Section 7 of the Exchange Act, or any regulations issued pursuant thereto, including Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II.

(xii) All Consents Obtained . All approvals, authorizations, consents, orders or other actions of any persons or of any governmental body or official required in connection with the execution and delivery by Ditech or the Depositor of this Agreement and the Transaction Documents to which Ditech, the Depositor or the Issuer is a party, the performance by Ditech of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party and the fulfillment by Ditech of the terms hereof and thereof, including without limitation, the transfer of Receivables from Ditech to the Depositor and from the Depositor to the Issuer and the pledge thereof by the Issuer to the Indenture Trustee, have been obtained.

(xiii) Not an Investment Company . None of Ditech, the Depositor, the Issuer nor the Trust Estate is required to be registered as an “investment company” or a company “controlled” by a company required to be registered as an “investment company” within the meaning of the Investment Company Act, and none of the execution, delivery or performance of obligations under this Agreement or any of the Transaction Documents, or the consummation of any of the transactions contemplated thereby (including, without limitation, the sale of the Transferred Assets hereunder) will violate any provision of the Investment Company Act, or any rule, regulation or order issued by the Securities and Exchange Commission thereunder.

(xiv) All Taxes, Fees and Charges Relating to Transaction and Transaction Documents Paid . Any taxes, fees and other governmental charges due and payable by Ditech, the Depositor or the Issuer in connection with the execution and delivery of this Agreement and the transactions contemplated hereby have been or will be paid by Ditech or the Depositor at or prior to the date of this Agreement.

(xv) Solvency . Ditech, both prior to and after giving effect to each sale of Receivables with respect to the Designated Servicing Agreements on each Sale Date, (1) is not, and will not be, “insolvent” (as such term is defined in § 101(32)(A) of the Bankruptcy Code), (2) is, and will be, able to pay its debts as they become due, and (3) does not have unreasonably small capital for the business in which it is engaged or for any business or transaction in which it is about to engage.

(xvi) No Fraudulent Conveyance . Ditech is selling the Aggregate Receivables to the Depositor in furtherance of its ordinary business purposes, with no intent to hinder, delay or defraud any of its creditors.

(xvii) Information . No document, certificate or report furnished by Ditech in writing pursuant to this Agreement, any other Transaction Document or in connection with the transactions contemplated hereby or thereby, taken together, contains or will contain when furnished any untrue statement of a material fact.

(xviii) Fair Consideration . The aggregate consideration received by Ditech, as receivables seller, pursuant to this Agreement is fair consideration having reasonably equivalent value to the value of the Aggregate Receivables and the performance of the obligations of Ditech, as receivables seller, hereunder.

(xix) Bulk Transfer . No sale, contribution, transfer, assignment or conveyance of Receivables by Ditech, as receivables seller, to the Depositor contemplated by this Agreement or by the Depositor to the Issuer pursuant to the Receivables Pooling Agreement will be subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction.

(xx) Name . The legal name of Ditech is as set forth in this Agreement and Ditech does not have any trade names, fictitious names, assumed names or “doing business” names except those identified in accordance with the terms hereof

(xxi) Fannie and Freddie Approved . Ditech is an approved seller and servicer of residential mortgage loans for Fannie Mae and Freddie Mac. Ditech is in good standing to sell and service mortgage loans, respectively, for Fannie Mae and Freddie Mac and no event has occurred which would make Ditech unable to comply with eligibility requirements.

(xxii) Compliance With Laws . Ditech has complied or shall comply with all applicable laws, rules, regulations, orders, writs, judgments, injunctions or decrees to which it may be subject, except where the failure to so comply should not be reasonably expected to have an Adverse Effect or a material adverse effect on the financial condition or operations of Ditech, or the ability of Ditech, the Depositor or the Issuer to perform their respective obligations hereunder or under any of the other Transaction Documents.

(xxiii) Accounting . Ditech accounts for the transactions contemplated by this Agreement as a sale from Ditech to the Depositor, except to the extent that such sales are not recognized under GAAP due to consolidated financial reporting.

(xxiv) Freddie Mac Consent and Fannie Mae Acknowledgment . (a) The Freddie Mac Consent covers all of the Mortgage Loans related to the Designated Servicing Agreements and Designated Pools identified on the Designated Servicing Agreement Schedule that are Freddie Mac Mortgage Loans and (b) the Fannie Mae Acknowledgment covers all of the Mortgage Loans related to the Designated Servicing Agreements and Designated Pools identified on the Designated Servicing Agreement Schedule that are Fannie Mae Mortgage Loans. Freddie Mac Mortgage Loans shall include any Mortgage Loan, regardless of when it is originated, so long as such Mortgage Loan is serviced under the Seller/Servicer Numbers specified in the Freddie Mac Consent, with such Mortgage Loan belonging to the Seller/Servicer Number under which the Designated Servicing Agreement or Designated Pool to which it relates is serviced (unless and to the extent the Designated Servicing Agreements related to such Seller/Servicer Numbers are removed from the transactions contemplated hereby in accordance with the Transaction Documents). Fannie Mae Mortgage Loans shall include any Mortgage Loan, regardless of when it is originated, so long as such Mortgage Loan is serviced under the Seller/Servicer Numbers specified in the Fannie Mae Acknowledgment, with such Mortgage Loan belonging to the Seller/Servicer Number under which the Designated Servicing Agreement or Designated Pool to which it relates is serviced (unless and to the extent the Designated Servicing Agreements related to such Seller/Servicer Numbers are removed from the transactions contemplated hereby in accordance with the Transaction Documents).

(b) Representations and Warranties of Ditech Concerning the Receivables . The following representations and warranties are made in respect of each Receivable as of the Sale Date therefor:

(i) Facility Eligible Receivables . Each Receivable is a Facility Eligible Receivable as of the Sale Date therefor.

(ii) Assignment Permitted under Servicing Agreements . Each Receivable arising under a Designated Servicing Agreement is fully transferable hereunder in accordance with the Freddie Mac Consent or the Fannie Mae Acknowledgement, as applicable, and such transfer will not violate the terms of, or require the consent of any Person other than Freddie Mac or Fannie Mae under the related Designated Servicing Agreement or any other document or agreement to which Ditech is a party or to which its assets or properties are subject.

(iii) Schedule of Receivables . The information set forth in the Designated Servicing Agreement Schedule attached to the Indenture shall be true and correct as of the date of this Agreement and each Funding Date.

(iv) No Fraud . As of any Sale Date, with respect to the Receivables transferred on such date, no Receivable has been identified by Ditech or reported to Ditech by Freddie Mac or Fannie Mae as having resulted from fraud perpetrated by any Person.

(v) No Impairment of Ditech’s Rights . As of the Closing Date, or as of any Sale Date with respect to any Receivables sold on such date, neither Ditech nor any other Person has taken any action that, or failed to take any action the omission of which, would materially impair its rights or the rights of its assignees, with respect to any Receivables.

(vi) No Defenses . As of the related Sale Date, each Receivable represents valid entitlement to be paid, has not been repaid in whole or in part or been compromised, adjusted, extended, satisfied, subordinated, rescinded, waived, amended or modified, and is not subject to compromise, adjustment, extension, satisfaction, subordination, rescission, set-off, counterclaim, defense, waiver, amendment or modification by any Person (other than as contested in good faith and with a reasonable basis through appropriate proceedings in the case of Receivables contested by the related Mortgagor but not in the case of Receivables contested by Freddie Mac or Fannie Mae, as applicable).

(vii) No Action to Impair Collectability . Ditech has not taken (or omitted to take) and will not take (or omit to take), and has no notice that any other Person has taken (or omitted to take) or will take (or omit to take) any action that could impair the collectability of any Receivable.

(viii) No Pending Proceedings . There are no proceedings pending, or, to the best of Ditech’s knowledge, threatened, wherein any governmental agency has (A) alleged that any Receivable is illegal or unenforceable, (B) asserted the invalidity of any Receivable or (C) sought any determination or ruling that might adversely affect the payment or enforceability of any Receivable.

(ix) Compliance with Laws . Each Advance was made in compliance with all applicable laws, including those relating to consumer protection, is valid and enforceable and, at the time it is sold to the Depositor, is not subject to any set-off, counterclaim or other defense to payment by the Obligor, Freddie Mac, Fannie Mae or any other party, except for such non-compliance (a) contested in good faith and with a reasonable basis through appropriate proceedings in the case of Receivables contested by the related Mortgagor but not in the case of Receivables contested by Freddie Mac or Fannie Mae, as applicable, or (b) which does not adversely affect the ultimate collectability of the related Receivable therefor.

(x) No Consent Required . Each Receivable is assignable by Ditech, and by the Depositor and its successors and assigns, without the consent of any other Person (except any such consent that shall have been obtained), and upon acquiring the Receivables the Issuer will have the right to pledge the Receivables without the consent of any other Person (except any such consent that shall have been obtained) and without any other restrictions on such pledge.

(xi) Good Title . Immediately prior to each Purchase of Receivables hereunder, Ditech is the legal and beneficial owner of each such Receivable and the related Transferred Assets with respect thereto, free and clear of any Adverse Claims other than Permitted Liens; and immediately upon the transfer and assignment thereof, the Depositor and its assignees will have good and marketable title to, with the right to sell and encumber, each Receivable, whether now existing or hereafter arising, together with the related Transferred Assets with respect thereto, free and clear of any Adverse Claims other than Permitted Liens.

(xii) Repayment of Receivables . Ditech has no reason to believe that at the time of the transfer of any Receivables to the Depositor pursuant hereto, such Receivables will not be paid in full.

and warranties in Section 4(b) with respect to any Receivable are made only on the Sale Date for such Receivable.

It is understood and agreed that the representations and warranties made by Ditech, as receivables seller and as servicer, pursuant to this Agreement, on which the Depositor and the Issuer are relying in accepting the Receivables, on which the Depositor is relying in executing this Agreement, on which the Issuer is relying in executing the Receivables Pooling Agreement and on which the Noteholders are relying in purchasing the Notes, and the rights and remedies of the Depositor and its assignees under this Agreement against Ditech pursuant to this Agreement, inure to the benefit of the Depositor, the Issuer, the Indenture Trustee for the benefit of the Noteholders, as the assignees of Ditech’s rights hereunder. Such representations and warranties and the rights and remedies for the breach thereof shall survive the sale and/or contribution, assignment, transfer and conveyance of any Receivables from Ditech to the Depositor and its assignees, and the pledge thereof by the Issuer to the Indenture Trustee for the benefit of the Noteholders and shall be fully exercisable by the Indenture Trustee for the benefit of the Noteholders.

(d) Remedies Upon Breach . Ditech shall inform the Indenture Trustee and the Administrative Agent promptly, in writing, upon the discovery of any breach of its representations, warranties or covenants hereunder. In the case of breach of any representation or warranty set forth in Section 4(b) by Ditech with respect to any Receivable on the Sale Date therefor, unless such breach shall have been cured or waived within thirty (30) days after the earlier to occur of the discovery of breach or Ditech’s receipt of written notice of such breach by Ditech from the Administrative Agent, the Depositor, the Issuer or the Indenture Trustee, such that, in the case of a representation and warranty, such representation and warranty shall be true and correct in all material respects as if made on such day, and Ditech shall have delivered to the Indenture Trustee an officer’s certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct or the breach was otherwise cured, Ditech shall either repurchase the affected Receivables or indemnify its assignees (including the Depositor, the Issuer, the Indenture Trustee and each of their respective assignees), against and hold its assignees (including the Depositor, the Issuer, the Indenture Trustee and each of their respective assignees) harmless from any cost, liability and expense, including, without limitation, reasonable attorneys’ fees and expenses, whether incurred in enforcement proceedings between the parties or otherwise, incurred as a result of, or arising from, such breach, the amount of which shall equal the Receivable Balance of any affected Receivable and each such purchase or indemnification amount to be paid hereunder, an “ Indemnity Payment ”. This Section 4(d) sets forth the exclusive remedy for a breach of representation, warranty or covenant by Ditech set forth in Section 4(b) pertaining to a Receivable. Notwithstanding the foregoing, the breach of any representation, warranty or covenant shall not be waived by the Issuer under any circumstances without the consent of the Administrative Agent, which in any case will not consent to waive such representation, warranty or covenant without the consent of the Majority Noteholders of all Outstanding Notes.

Section 5. Termination.

This Agreement (a) may not be terminated prior to the termination of the Indenture and (b) may be terminated at any time thereafter by either party hereto upon written notice to the other party.

Section 6. General Covenants of Ditech, as Receivables Seller and Servicer and the Limited Guarantor, if applicable.

Ditech, and the Limited Guarantor, if applicable, covenants and agrees that, from the date of this Agreement until the termination of the Indenture:

(a) Bankruptcy . Ditech agrees that it shall comply with Section 11(j) . Ditech has not engaged in and does not expect to engage in a business for which its remaining property represents an unreasonably small capitalization. Ditech will not transfer any of the Aggregate Receivables with an intent to hinder, delay or defraud any Person.

(b) Legal Existence . Ditech shall do or cause to be done all things necessary on its part to preserve and keep in full force and effect its existence in the jurisdiction of its formation, and to maintain each of its licenses, approvals, registrations and qualifications in all jurisdictions in which its ownership or lease of property or the conduct of its business requires such licenses, approvals, registrations or qualifications, except for failures which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the financial conditions, operations or the ability of Ditech, the Depositor or the Issuer to perform its obligations hereunder or under any of the other Transaction Documents.

(c) Compliance With Laws . Ditech shall comply in all material respects with all laws, rules, regulations and orders of any governmental authority applicable to its operation, the noncompliance with which would reasonably be expected to have a material adverse effect on the financial condition, operations or the ability of Ditech, the Depositor or the Issuer to perform their obligations hereunder or under any of the other Transaction Documents.

(d) Taxes . Ditech shall pay and discharge all taxes, assessments and governmental charges or levies imposed upon it or upon its income and profits, or upon any of its property or any part thereof, before the same shall become in default; provided that Ditech shall not be required to pay and discharge any such tax, assessment, charge or levy so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings, or so long as the failure to pay any such tax, assessment, charge or levy would not have a material adverse effect on the ability of Ditech to perform its obligations hereunder. Ditech shall have set aside on its books adequate reserves with respect to any such tax, assessment, charge or levy so contested.

(e) Amendments to Designated Servicing Agreements . Ditech hereby covenants and agrees not to expressly consent to any amendment to the Designated Servicing Agreements without the prior written consent of the Administrative Agent and, except for such amendments that would have no material adverse effect upon the collectability or timing of payment of any of the Aggregate Receivables or the performance of Ditech’s, the Depositor’s or the Issuer’s obligations under the Transaction Documents or otherwise result in an Adverse Effect, without the prior written consent of the Majority Noteholders of all Outstanding Notes. Ditech will, within five (5) Business Days following the effectiveness of such amendments (other than amendments arising solely because of modifications to the Freddie Mac Guide or the Fannie Mae Guide), deliver to the Indenture Trustee copies of all such amendments.

(f) Maintenance of Security Interest . Ditech shall from time to time, at its own expense, execute and file such additional financing statements (including continuation statements) as may be necessary to ensure that at any time the interest of the Depositor, the Issuer, the Indenture Trustee, for the benefit of the Secured Parties, is fully perfected.

(g) Keeping of Records and Books of Account . Ditech shall maintain accurate, complete and correct documents, books, records and other information which is reasonably necessary for the collection of all Aggregate Receivables (including, without limitation, records adequate to permit the prompt identification of each new Receivable and all collections of, and adjustments to, each existing Receivable).

(h) Fidelity Bond and Errors and Omissions Insurance . Ditech, as servicer, shall obtain and maintain at its own expense and keep in full force and effect so long as any Notes are outstanding, a blanket fidelity bond and an errors and omissions insurance policy with one or more insurers covering its officers and employees and other persons acting on its behalf in connection with its activities under the Transaction Documents meeting the criteria required by the Designated Servicing Agreements. Coverage of Ditech, as servicer, and of the Depositor under a policy or bond obtained by an Affiliate of Ditech and providing the coverage required by this subsection (j) shall satisfy the requirements of this subsection (j) . Ditech will promptly report in writing to the Indenture Trustee any material changes that may occur in its or the Depositor’s fidelity bonds, if any, and/or its or the Depositor’s errors and omissions insurance policies, as the case may be, and will furnish to the Indenture Trustee copies of all binders and polices or certificates evidencing that such bonds, if any, and insurance policies are in full force and effect.

(i) No Adverse Claims, Etc. Against Receivables and Trust Property . Ditech hereby covenants that, except for the transfer hereunder and as of any date on which Receivables are transferred, it will not sell, pledge, assign or transfer to any other Person, or grant, create, incur or assume any Adverse Claim on any of the Aggregate Receivables, or any interest therein (other than Permitted Liens). Ditech shall notify the Depositor and its designees of the existence of any Adverse Claim (other than as provided above) on any Receivable immediately upon discovery thereof; and Ditech shall defend the right, title and interest of the Depositor and its assignees in, to and under the Receivables against all claims of third parties claiming through or under it; provided , however , that nothing in this Section 6 shall be deemed to apply to any Adverse Claims for municipal or other local taxes and other governmental charges if such taxes or governmental charges shall not at the time be due and payable or if Ditech shall currently be contesting the validity thereof in good faith by appropriate Proceedings. In addition, Ditech shall take all actions as may be necessary to ensure that, if this Agreement were deemed to create, or does create, a security interest in the Receivables and the other Transferred Assets, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such until the Receivables Sale Termination Date.

(j) Taking of Necessary Actions . Ditech shall perform all actions necessary to sell and/or contribute, assign, transfer and convey the Aggregate Receivables to the Depositor and its assigns, including the Issuer, including, without limitation, any necessary notifications to Freddie Mac, Fannie Mae or other parties.

(k) Ownership . Ditech will take all necessary action to establish and maintain, irrevocably in the Depositor, legal and equitable title to the Aggregate Receivables and the related Transferred Assets, free and clear of any Adverse Claim (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) in all appropriate jurisdictions to perfect the Depositor’s interest in such Aggregate Receivables and related Transferred Assets and such other action to perfect, protect or more fully evidence the interest of the Depositor or the Indenture Trustee (as the Depositor’s assignee) may reasonably request) other than Permitted Liens.

nor permit its respective subsidiaries (other than the Depositor and the Issuer) to hold themselves out, to third parties as liable for the debts of either the Depositor or the Issuer nor purport to own the Aggregate Receivables and other related Transferred Assets and (ii) will take and will cause its respective subsidiaries to take all other actions necessary to ensure that the facts and assumptions regarding it set forth in the opinion issued by Sidley Austin LLP, dated the date hereof, relating to substantive consolidation issues remain true and correct in all material respects at all times.

(m) Name Change, Offices and Records . In the event Ditech makes any change to its name (within the meaning of Section 9-507(c) of any applicable enactment of the UCC), type or jurisdiction of organization or location of its books and records, it shall notify the Depositor and the Indenture Trustee thereof and (except with respect to a change of location of books and records) shall deliver to the Indenture Trustee not later than thirty (30) days after the effectiveness of such change (i) such financing statements (Forms UCC1 and UCC3) which the Indenture Trustee (acting at the direction of the Administrative Agent) may reasonably request to reflect such name change, or change in type or jurisdiction of organization, (ii) if the Indenture Trustee shall so request, an opinion of outside counsel to Ditech, in form and substance reasonably satisfactory to the Indenture Trustee, as to the grant or assignment from the Receivables Seller to the Depositor of a security interest in the Aggregate Receivables, if the transfers thereof by Ditech to the Depositor are determined not to be true sales, and as to the perfection and priority of the Depositor’s security interest in the Aggregate Receivables in such event, and (iii) such other documents and instruments that the Indenture Trustee (acting at the direction of the Administrative Agent) may reasonably request in connection therewith and shall take all other steps to ensure that the Depositor continues to have a first priority perfected security interest in the Aggregate Receivables and the related Transferred Assets.

(n) Location of Jurisdiction of Organization and Records . In the case of a change in the jurisdiction of organization of Ditech or in the case of a change in the “location” of Ditech for purposes of Section 9-307 of the UCC, Ditech must take all actions necessary or reasonably requested by the Depositor, the Issuer, the Administrative Agent or the Indenture Trustee to amend its existing financing statements and continuation statements, and file additional financing statements and to take any other steps reasonably requested by the Depositor, the Issuer, the Administrative Agent or the Indenture Trustee to further perfect or evidence the rights, claims or security interests of any of Ditech, the Depositor, the Issuer or any assignee or beneficiary of the Issuer’s rights under this Agreement, including the Indenture Trustee on behalf of the Noteholders under any of the Transaction Documents.

(o) Servicing Policies . Ditech shall provide notice to the Administrative Agent fifteen (15) days prior to the effectiveness of any material changes to Ditech’s policies or procedures relating to property valuation or stop advance modeling.

Section 7. Grant Clause.

consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Aggregate Receivables and the other Transferred Assets to secure payment or performance of an obligation, such security interest would be a perfected security interest under applicable law and will be maintained as such throughout the term of this Agreement. Ditech has made all such initial filings.

(b) Ditech hereby authorizes the Depositor and its assignees, successors and designees to file one or more UCC financing statements, financing statement amendments and continuation statements to perfect the security interest described herein.

(c) The Security Interest granted in this Agreement is subject and subordinate, in each and every right, to all rights, powers, and prerogatives of Freddie Mac under and in connection with (i) the terms and conditions of that certain Consent Agreement, dated as of the date hereof (as may be amended or modified from time to time in accordance with its express terms, the “Consent Agreement”), with respect to the “Reimbursement Assignments and Pledge” of the “Reimbursement Rights” (as such terms are defined in the Consent Agreement), by and among Freddie Mac, Receivables Seller, Depositor, Issuer, Indenture Trustee, and Administrative Agent, (ii) the terms and conditions of the Purchase Documents as defined in the Freddie Mac Single Family Seller/Servicer Guide, as it may be amended from time to time, other than as set forth pursuant to the express terms and provisions of the Consent Agreement, and (iii) all claims of Freddie Mac arising out of or relating to any and all breaches, defaults and outstanding obligations of debtor to Freddie Mac.

(d) The transfer of interests in the Aggregate Receivables and the Security Interest described herein are subject and subordinate to all rights, powers, and prerogatives of Fannie Mae under and in connection with (i) the terms and conditions of that certain Acknowledgment Agreement With Respect to Servicing Advance Receivables, by and among Fannie Mae, Receivables Seller, Depositor, Issuer, Indenture Trustee, and Administrative Agent, and (ii) the Mortgage Selling and Servicing Contract, the Fannie Mae Selling Guide, the Fannie Mae Servicing Guide and any supplemental servicing instructions or directives provided by Fannie Mae, all applicable master agreements (including applicable MBS pool purchase contracts and variances), recourse agreements, repurchase agreements, indemnification agreements, loss‑sharing agreements, and any other agreements between Fannie Mae and the Debtor, and all as amended, modified, restated or supplemented from time to time (collectively, the “ Fannie Mae Lender Contract ”), which rights, powers, and prerogatives include, without limitation, the right of Fannie Mae to terminate the Fannie Mae Lender Contract with or without cause.

Section 8. Conveyance by Depositor; Grant by Issuer.

Each of the Depositor and the Issuer shall have the right, upon notice to but without the consent of Ditech, to Grant, in whole or in part, its interest under this Agreement with respect to the Receivables to the Issuer and to the Indenture Trustee, respectively, and the Indenture Trustee then shall succeed to all rights of the Depositor under this Agreement. All references to the Depositor in this Agreement shall be deemed to include its assignee or designee, specifically including the Issuer and the Indenture Trustee.

Section 9. Protection of Indenture Trustee’s Security Interest in Trust Estate.

status of such Receivable, including payments and recoveries made and payments owing. The Schedule of Receivables has been delivered to the Indenture Trustee and shall remain in its possession or control.

(b) Ditech will maintain its computer records so that, from and after the Grant of the security interest under the Indenture, Ditech’s master computer records (including any back-up archives) that refer to any Receivables indicate that the Receivables are owned by the Issuer and pledged to the Indenture Trustee on behalf of the Noteholders. Indication of the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on Ditech’s records when, and only when, the Receivable has been paid in full or released from the lien of the Indenture pursuant to the Indenture.

Section 10. Indemnification.

(a) Without limiting any other rights that an Indemnified Party may have hereunder or under applicable law, Ditech and the Limited Guarantor, agree to, jointly and severally, indemnify each Indemnified Party from and against any and all Indemnification Amounts, which may be imposed on, incurred by or asserted against an Indemnified Party in any way arising out of or relating to any breach of Ditech’s obligations under this Agreement or the ownership of the Aggregate Receivables or in respect of any Receivable, including but not limited to any obligation to pay Indemnity Payments pursuant to Section 4(d) hereof, excluding, however, Indemnification Amounts to the extent resulting from the negligence or willful misconduct on the part of such Indemnified Party or the failure of a Mortgage Pool, to generate sufficient cash payments to reimburse any Advance or, to the extent any Advance is reimbursable by Freddie Mac or Fannie Mae, the failure of Freddie Mac or Fannie Mae to reimburse any such payment solely for reasons unrelated to a matter that is subject to a representation by Ditech.

(b) Without limiting or being limited by the foregoing, Ditech and the Limited Guarantor shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnification Amounts relating to or resulting from:

(i) reliance on any representation or warranty made by Ditech under or in connection with this Agreement, any other Transaction Document, any report or any other information delivered by it pursuant hereto, which shall have been incorrect in any material respect when made or deemed made or delivered;

(ii) the failure by Ditech to comply with any term, provision or covenant contained in this Agreement, or any agreement executed by it in connection with this Agreement or any other Transaction Document or with any applicable law, rule or regulation with respect to any Receivable, or the nonconformity of any Receivable with any such applicable law, rule or regulation or the Freddie Mac Guide or Fannie Mae Guide, as applicable;

(iii) any violation of law, negligence, willful malfeasance or bad faith of Ditech as servicer under the Designated Servicing Agreements and Designated Pools; or

(iv) the failure of this Agreement to vest and maintain vested in the Depositor, or to transfer, to the Depositor, legal and equitable title to and ownership of the Aggregate Receivables which are, or are purported to be, Receivables, together with all collections in respect thereof, free and clear of any adverse claim (except as permitted hereunder) whether existing at the time of the transfer of such Receivable or at any time thereafter.

(c) Any Indemnification Amounts subject to the indemnification provisions of this Section 10 shall be paid to the Indemnified Party within five (5) Business Days following demand therefor. “ Indemnified Party ” means any of the Depositor, the Issuer and the Indenture Trustee. “ Indemnification Amounts ” means any and all claims, losses, liabilities, obligations, damages, penalties, actions, judgments, suits, and related reasonable costs and reasonable expenses of any nature whatsoever, including reasonable attorneys’ fees and disbursements, incurred by an Indemnified Party with respect to this Agreement as a result of a breach by Ditech, as described in Section 10(a) , including without limitation, the enforcement hereof.

(d) (1) Promptly after an Indemnified Party shall have been served with the summons or other first legal process or shall have received written notice of the threat of a claim in respect of which an indemnity may be claimed against Ditech and/or the Limited Guarantor, as applicable, under this Section 10 , the Indemnified Party shall notify Ditech and the Limited Guarantor in writing of the service of such summons, other legal process or written notice, giving information therein as to the nature and basis of the claim, but failure so to notify Ditech and the Limited Guarantor shall not relieve Ditech and/or the Limited Guarantor from any liability which it may have hereunder or otherwise except to the extent that Ditech is prejudiced by such failure so to notify Ditech and the Limited Guarantor.

(i) Each of Ditech and the Limited Guarantor will be entitled, at its own expense, to participate in the defense of any such claim or action and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and, after notice from Ditech and the Limited Guarantor to such Indemnified Party that Ditech and/or the Limited Guarantor, as applicable, wishes to assume the defense of any such action, Ditech and/or the Limited Guarantor, as applicable, will not be liable to such Indemnified Party under this Section 10 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense of any such action unless, (A) the defendants in any such action include both the Indemnified Party and Ditech and/or the Limited Guarantor, as applicable, and the Indemnified Party (upon the advice of counsel) shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to Ditech and/or the Limited Guarantor, as applicable, or one or more Indemnified Parties, and which in the reasonable judgment of such counsel are sufficient to create a conflict of interest for the same counsel to represent both Ditech and/or the Limited Guarantor, as applicable, and such Indemnified Party, (B) Ditech and/or the Limited Guarantor, as applicable, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of commencement of the action, or (C) Ditech and/or the Limited Guarantor, as applicable, shall have authorized the employment of counsel for the Indemnified Party at Ditech’s and the Limited Guarantor’s expense; then, in any such event, such Indemnified Party shall have the right to employ its own counsel in such action, and the reasonable fees and expenses of such counsel shall be borne by Ditech and the Limited Guarantor; provided , however , that neither Ditech or the Limited Guarantor shall in connection with any such action or separate but substantially similar or related actions arising out of the same general allegations or circumstances, be liable for any fees and expenses of more than one firm of attorneys at any time for all Indemnified Parties. Each Indemnified Party, as a condition of the indemnity agreement contained herein, shall use its commercially reasonable efforts to cooperate with Ditech and the Limited Guarantor in the defense of any such action or claim.

(ii) Neither Ditech and/or the Limited Guarantor, as applicable, shall, without the prior written consent of any Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an

unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding or threatened proceeding.

Section 11. Miscellaneous.

(a) Amendment . Except as permitted expressly by the Indenture or as otherwise set forth herein, as applicable, this Agreement may not be amended except by an instrument in writing, signed by Ditech, the Depositor and the Limited Guarantor, with the written consent of the Administrative Agent and, if requested by the Administrative Agent, supported by the delivery of an Issuer Tax Opinion. In addition, so long as the Notes are outstanding, this Agreement may not be amended without, collectively (x) (i) the consent of the Majority Noteholders of all Outstanding Notes that are not Variable Funding Notes and (ii) the consent of the Series Required Noteholders for each Series of Variable Funding Notes, or (y) (i) the amendment is for a purpose for which the Indenture could be amended without any Noteholder consent pursuant to Section 12.1 thereof and (ii) Ditech shall have delivered to the Indenture Trustee an officer’s certificate to the effect that Ditech reasonably believes that such amendment could not have a material Adverse Effect on any Outstanding Notes and is not reasonably expected to have a material Adverse Effect at any time in the future. Any such amendment requested by Ditech shall be at its own expense.

(b) Binding Nature; Assignment . The covenants, agreements, rights and obligations contained in this Agreement shall be binding upon the successors and assigns of Ditech and shall inure to the benefit of the successors and assigns of the Depositor, and all persons claiming by, through or under the Depositor.

(c) Entire Agreement . This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

(d) Severability of Provisions . Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or non‑authorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction.

(e) Governing Law . THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES HERETO, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

(f) Counterparts . This Agreement may be executed in several counterparts and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all the parties have not signed the original or the same counterpart. Any counterpart hereof signed by a party against whom enforcement of this Agreement is sought shall be admissible into evidence as an original hereof to prove the contents thereof. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.

(g) Indulgences; No Waivers . Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or future exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

(h) Headings Not to Affect Interpretation . The headings contained in this Agreement are for convenience of reference only, and they shall not be used in the interpretation hereof.

(i) Benefits of Agreement . Nothing in this Agreement, express or implied, shall give to any Person, other than the parties to this Agreement and their successors hereunder, any benefit of any legal or equitable right, power, remedy or claim under this Agreement.

(j) No Petition . Each of Ditech and Limited Guarantor, by entering into this Agreement, agrees that it will not at any time prior to the date which is one year and one day, or, if longer, the applicable preference period then in effect, after the payment in full of all of the Notes, institute against the Depositor or the Issuer, or join in any institution against the Depositor or the Issuer of, Insolvency Proceedings or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes or this Agreement, or cause the Depositor or the Issuer to commence any reorganization, bankruptcy proceedings, or Insolvency Proceedings under any applicable state or federal law, including without limitation any readjustment of debt, or marshaling of assets or liabilities or similar proceedings. This Section 11(j) shall survive termination of this Agreement.

(k) WAIVER OF JURY TRIAL . EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN AN LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Receivables Sale Agreement to be duly executed as of the date first above written.



	DITECH FINANCIAL LLC , as Receivables Seller and as Servicer
	By: /s/ Cheryl A. Collins
	Name: Cheryl A. Collins
	Title: Senior Vice President and Treasurer

[Ditech Agency Advance Trust – Signature Page to Receivables Sale Agreement]



	DITECH AGENCY ADVANCE DEPOSITOR LLC , as Depositor
	By: /s/ Cheryl A. Collins
	Name: Cheryl A. Collins
	Title: Senior Vice President and Treasurer

[Ditech Agency Advance Trust – Signature Page to Receivables Sale Agreement]



	DITECH HOLDING CORPORATION (F/K/A WALTER INVESTMENT MANAGEMENT CORP.) , as Limited Guarantor By: /s/ Kimberly A. Perez Name: Kimberly A. Perez Title: Senior Vice President and Chief Accounting Officer

[Ditech Agency Advance Trust – Signature Page to Receivables Sale Agreement]

Schedule 1

ASSIGNMENT OF RECEIVABLES

Dated as of __________ ___, 20___

This Assignment of Receivables (this “ Assignment ”) is a schedule to and is hereby incorporated by this reference into a Receivables Sale Agreement (the “ Agreement ”), dated as of February 9, 2018, and effective as of February 12, 2018, by and between Ditech Financial LLC, a Delaware limited liability company, as receivables seller and servicer (“ Ditech ”), Ditech Agency Advance Depositor LLC, a Delaware limited liability company (the “ Depositor ”), and Ditech Holding Corporation (formerly known as Walter Investment Management Corp.), a corporation under the laws of the State of Maryland as limited guarantor (“ Limited Guarantor ”). All capitalized terms used herein shall have the meanings set forth in, or referred to in, the Agreement.

By its signature to this Assignment, Ditech hereby sells, assigns, transfers and conveys to the Depositor and its assignees, without recourse, but subject to the terms of the Agreement, all of its right, title and interest in, to and under its rights to reimbursement for Receivables arising under each Designated Servicing Agreement listed on Attachment A attached hereto, existing on the date of this Assignment and any Receivables arising under each Designated Servicing Agreement listed on Attachment A , on or before the related Receivables Sale Termination Date, the other Transferred Assets related to such Receivables described in Section 2(a) of the Agreement, pursuant to the terms of the Agreement, and the Depositor hereby accepts such sale, assignment, transfer and conveyance and agrees to transfer to Ditech, as receivables seller, the consideration set forth in the Agreement.

[Signature page follows]

DITECH FINANCIAL LLC

By:

Name:

Title:

DITECH AGENCY ADVANCE DEPOSITOR LLC

By:

Name:

Title:

[Ditech Agency Advance Trust- Signature Page to Schedule 1 to Receivables Sale Agreement - Assignment of Receivables]

Attachment A to Schedule 1

DESIGNATED SERVICING AGREEMENTS AND DESIGNATED POOLS RELATED TO THE AGGREGATE RECEIVABLES

[To be inserted]

Attachment A to Schedule 1-1

EXHIBIT A

FORM OF SUBORDINATED NOTE

THIS SUBORDINATED NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE OWNER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND SUCH STATE LAWS, AND WILL NOT BE A “PROHIBITED TRANSACTION” UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ ERISA ”) OR SECTION 4975 OF THE CODE. BY ACCEPTANCE OF THIS SUBORDINATED NOTE, THE HOLDER AGREES TO BE BOUND BY ALL THE TERMS OF THE RECEIVABLES SALE AGREEMENT.

[DATE]

FOR VALUE RECEIVED, the undersigned, Ditech Agency Advance Depositor LLC, a Delaware limited liability company (the “ Depositor ”), promises to pay to the order of Ditech Financial LLC, a Delaware limited liability company (the “ Seller ”), on the first Payment Date following the date on which all Notes issued under the Indenture referenced in the Receivables Sale Agreement are repaid or are redeemed, or such later date agreed to between the Depositor and the Seller (the “ Maturity Date ”) the aggregate unpaid principal amount of all amounts loaned hereunder pursuant to Section 2(b) of that certain Receivables Sale Agreement, dated as of February 9, 2018, and effective as of February 12, 2018 (together with all amendments and other modifications, if any, from time to time thereafter made thereto, the “ Receivables Sale Agreement ”), among the Seller, Ditech Agency Advance Trust (the “ Issuer ”) and Ditech Holding Corporation (formerly known as Walter Investment Management Corp.), a corporation under the laws of the State of Maryland as limited guarantor (“Limited Guarantor”), together with any and all accrued and unpaid interest on all amounts loaned hereunder.

Interest will accrue on the average daily balance of the unpaid principal amount of all amounts loaned hereunder for each day from the date such loan amounts are made until they become due and or are paid in full, at a rate per annum equal to the sum of (i) the LIBOR Rate (as defined below) and (ii) a spread designated as such in writing by the Seller to the Depositor from time to time (the “ Spread ”). Interest will be computed on the basis of a 360-day year and paid for the actual number of days elapsed (including the first but excluding the last day). Should any principal of, or accrued interest on, any amounts loaned hereunder not be paid when due, such amount will bear interest from its due date until paid in full, at a rate per annum equal to the sum of (i) the LIBOR Rate, (ii) the Spread and (iii) the Spread. Interest shall be payable on the unpaid principal balance of this note (this “ Subordinated Note ”) commencing on [______], 2018 (or such later date agreed to by the Seller) and continuing on each Payment Date. With respect to any such Payment Date that is not a Business Day, the interest payment otherwise due on such Payment Date shall be due on the next subsequent day that is a Business Day.

For the purposes of this Subordinated Note, “ LIBOR Rate ” shall mean the offered rate for one-month U.S. dollar deposits as such rate appears on Reuters Screen LIBOR01 Page (as defined in the International Swaps and Derivatives Association, Inc. 2000 Definitions) or such other page as may replace Reuters Screen LIBOR01 Page as of 11:00 a.m. (London time) on such date; provided that if such rate does not appear on Telerate Page 3750, the rate for such date will be determined on the basis of the rates at which

one-month U.S. dollar deposits are offered by leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, (ii) whose quotations appear on the Bloomberg Screen US0001M Index Page on the date in question and (iii) which have been designated as such by the Calculation Agent (as defined below) (after consultation with the Administrative Agent) (as defined below) and are able and willing to provide such quotations to the Calculation Agent for such date (the “ Reference Banks ”) at approximately 11:00 a.m. (London time) on such date to prime banks in the London interbank market. In such event, the Seller will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations (rounded upwards if necessary to the nearest whole multiple of 1/16%). If fewer than two quotations are provided as requested, the rate for that date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Seller, at approximately 11:00 a.m. (New York City time) on such date for one-month U.S. dollar loans to leading European banks.

Unless plainly wrong, the computer records of the holder hereof shall on any day conclusively evidence the unpaid balance of this Subordinated Note and its advances and payments history posted up to that day. All loans and advances and all payments and permitted prepayments made hereon may be (but are not required to be) set forth by or on behalf of such holder on the schedule which is attached hereto or otherwise recorded in such holder’s computer or manual records; provided , that any failure to make notation of any principal advance or accrual of interest shall not cancel, limit or otherwise affect Depositor’s obligations or any of such holder’s rights with respect to that advance or accrual. Unless otherwise defined, capitalized terms used herein have the meanings provided in or specified in accordance with the Receivables Sale Agreement.

The obligation of the Depositor to pay the principal of, and interest on, all loans and advances on this Subordinated Note shall be absolute and unconditional, shall be binding and, to the fullest extent permitted by law, enforceable in all circumstances whatsoever and shall not be subject to setoff, recoupment or counterclaim; provided , however , that the Depositor shall only be obligated to pay principal and interest on this Subordinated Note from cash actually received by the Depositor from distributions on the Receivables after payment of all amounts due the Noteholder under the Indenture, dated as of February 9, 2018, and effective as of February 12, 2018, among the Issuer, Wells Fargo Bank, N.A., as indenture trustee, calculation agent, paying agent and securities intermediary, Ditech Financial LLC, as Servicer and Administrator, and Credit Suisse First Boston Mortgage Capital LLC, as Administrative Agent.

Depositor may prepay at any time, without penalty or fee, the principal or interest outstanding hereunder or any portion of such principal or interest. Payments of both principal and interest are to be made in lawful money of the United States of America in same day or immediately available funds.

The Seller hereby agrees, prior to the date that is 367 days after the Maturity Date, not to acquiesce, petition, or invoke the process of any court or government authority (or to encourage or cooperate with others) for the purpose of commencing or sustaining a case against the Seller under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of or for the Seller or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller. The foregoing shall not limit the rights of the Depositor to file any claim in, or to otherwise take any action with respect to, any insolvency proceeding instituted against the Seller by any other unaffiliated entity.

Notwithstanding anything contained herein to the contrary, to the extent that the Seller is deemed to have any interest in any assets of the Depositor, the Seller agrees that its interest in those assets is subordinate

to claims or rights of all other creditors of the Depositor. The Seller agrees that this Subordinated Note constitutes a subordinated note for purposes of Section 510(a) of the United States Bankruptcy Code, as amended from time to time (11 U.S.C. §§ 101 et seq.).

As set forth in Section 2(b) of the Receivables Sale Agreement, the Depositor hereby represents and warrants as of each loan and advance made hereon that at the time of (and immediately after) each loan and advance made hereunder, (i) the Depositor’s total assets exceed its total liabilities both before and after the sale transaction, (ii) the Depositor’s cash on hand is sufficient to satisfy all of its current obligations (other than its obligations under this Subordinated Note and the obligation to pay the Cash Purchase Price), (iii) the Depositor is adequately capitalized at a commercially reasonable level and (iv) the Depositor has determined that its financial capacity to meet its financial commitment under the Subordinate Loan and this Subordinated Note is adequate. Each loan or advance made hereunder by the Seller to the Depositor is subject to the accuracy of the representations and warranties herein made on the part of the Depositor.

This Subordinated Note is the Subordinated Note referred to in, and evidences indebtedness incurred under, the Receivables Sale Agreement, and the holder hereof is entitled to the benefits of the Receivables Sale Agreement. Upon and subject to the terms and conditions of the Receivables Sale Agreement, Depositor may borrow, repay and reborrow against this note under the circumstances, in the manner and for the purposes specified in the Receivables Sale Agreement and this Subordinated Note, but for no other purposes. All parties hereto, whether as makers, endorsers or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor.

THIS SUBORDINATED NOTE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS NOTE, THE RELATIONSHIP OF THE PARTIES HERETO, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES HERETO SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

[Signature Page Follows]

DITECH AGENCY ADVANCE DEPOSITOR LLC

By:_________________________________

Name:

Title:

[Ditech Agency Advance Trust - Signature Page to Subordinated Note]

Exhibit 10.26.2

EXECUTION VERSION

RECEIVABLES POOLING AGREEMENT

DITECH AGENCY ADVANCE DEPOSITOR LLC

(Depositor)

and

DITECH AGENCY ADVANCE TRUST

(Issuer)

Dated as of February 9, 2018, and effective as of February 12, 2018

DITECH AGENCY ADVANCE TRUST

ADVANCE RECEIVABLES BACKED NOTES, ISSUABLE IN SERIES

TABLE OF CONTENTS

Page

Section 1. Definitions; Incorporation by Reference....................................................................2

Section 2. Transfer of Receivables..............................................................................................4

Section 3. Depositor’s Acknowledgment and Consent to Assignment.......................................6

Section 4. Representations, Warranties and Certain Covenants of Depositor.............................6

Section 5. Remedies Upon Breach............................................................................................12

Section 6. Termination..............................................................................................................13

Section 7. General Covenants of Depositor..............................................................................13

Section 8. Grant Clause.............................................................................................................15

Section 9. Grant by Issuer.........................................................................................................15

Section 10. Protection of Indenture Trustee’s Security Interest in Trust Estate..........................15

Section 11. Limited Recourse.....................................................................................................16

Section 12. Miscellaneous...........................................................................................................16

Schedule 1 Form of Assignment of Receivables

RECEIVABLES POOLING AGREEMENT

This RECEIVABLES POOLING AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “ Agreement ”) is made as of February 9, 2018, and effective as of February 12, 2018, by and between Ditech Agency Advance Depositor LLC, a limited liability company organized under the laws of the State of Delaware (the “ Depositor ”), and Ditech Agency Advance Trust, a statutory trust organized under the laws of Delaware (the “ Issuer ”).

RECITALS

A. The Depositor is a special purpose Delaware limited liability company wholly owned by Ditech Financial LLC (“ Ditech ”). The Issuer is a statutory trust organized under the laws of Delaware. Ditech acts as the servicer under one or more certain Freddie Mac Servicing Agreements incorporating the Freddie Mac Guide and one or more certain Fannie Mae Servicing Agreements incorporating the Fannie Mae Guide (each, as it may be amended, restated, supplemented, or otherwise modified from time to time, a “ Servicing Agreement ” and, collectively, the “ Servicing Agreements ”), and has the obligation to make Advances thereunder, has the right to collect the related Receivables in reimbursement of such Advances made by Ditech and the right to collect Receivables related to Advances previously made by Ditech (or any predecessor servicer). One or more Servicing Agreements relating to a Facility Eligible Pool will be identified on the Designated Servicing Agreement Schedule (each, as may be amended, restated, supplemented, or otherwise modified from time to time, a “ Designated Servicing Agreement ” and, collectively, the “ Designated Servicing Agreements ” ) and the related Facility Eligible Pools in which Ditech acts as servicer (each, a “ Designated Pool ” and collectively, the “ Designated Pools ”) will be designated for inclusion under this Agreement pursuant to a Receivables Sale Agreement, dated as of even date herewith, among Ditech, the Depositor, and Ditech Holding Corporation (formerly known as Walter Investment Management Corp.) (as may be amended, restated, supplemented, or otherwise modified from time to time, the “ Receivables Sale Agreement ”), the “Receivables Sale Agreement” referenced therein and the Indenture (as defined below).

B. The Issuer, Ditech, as servicer and as Administrator (in such capacity, the “ Administrator ”), Wells Fargo Bank, N.A., as Indenture Trustee (the “ Indenture Trustee ”), as Calculation Agent, as Paying Agent and as Securities Intermediary, and Credit Suisse First Boston Mortgage Capital LLC, as administrative agent (the “ Administrative Agent ”), have entered into an Indenture (as it may be amended, restated, supplemented, or otherwise modified from time to time and including any indenture supplement, the “ Indenture ”), dated as of even date herewith, pursuant to which the Issuer shall be permitted to issue different Series of notes (the “ Notes ”) from time to time, on the terms and conditions set forth in the Indenture.

the Receivables Sale Termination Date in respect of Designated Pools, under the Designated Servicing Agreements (in any case, which Advance has not been previously reimbursed) (any right to reimbursement in respect of any such Advance, a “ Receivable ” and, collectively, the “ Receivables ”). The Depositor, pursuant to the terms and conditions of this Agreement, will sell and/or contribute, assign, transfer and convey to the Issuer all Receivables acquired by the Depositor from Ditech, as receivables seller, immediately upon the Depositor’s acquisition of such Receivables pursuant to the Receivables Sale Agreement.

E. In consideration of each transfer by the Depositor to the Issuer of the Transferred Assets on the terms and subject to the conditions set forth in this Agreement, the Issuer has agreed to pay to the Depositor a purchase price equal to the fair market value thereof on the related Sale Date. To the extent the portion of the purchase price actually paid in cash by the Issuer for the Transferred Assets is less than 100% of the fair market value thereof, the balance of the purchase price shall be paid on each Sale Date by an increase in the value of the Owner Trust Certificate of the Issuer, 100% of which is held by the Depositor, in an amount equal to the amount by which the Purchase Price of such Receivable exceeds the portion of the cash purchase price actually paid therefor.

AGREEMENT

Section 1. Definitions; Incorporation by Reference.

Additional Receivables : As defined in Section 2(a).

Administrative Agent : As defined in the Recitals.

Administrator : As defined in the Recitals.

Aggregate Receivables : Collectively, all Initial Receivables and all Additional Receivables.

Agreement : As defined in the Preamble.

Assignment of Receivables : Each agreement documenting an assignment by Depositor to the Issuer substantially in the form set forth on Schedule 1 .

Closing Date : February 9, 2018, and effective as of February 12, 2018.

Depositor : As defined in the Preamble.

Depositor’s Related Documents : As defined in Section 4(a)(iii) .

Designated Pool : As defined in the Recitals.

Designated Servicing Agreement and Designated Servicing Agreements : As defined in the Recitals.

Designation Date : A date on which any Pool becomes a Designated Pool after the Closing Date.

Ditech : As defined in the Recitals.

Excepted Receivable : Any Receivable arising under any Designated Servicing Agreement (i) that arises after the commencement of the Full Amortization Period and (ii) in respect of which the Issuer, the Depositor, the Indenture Trustee and the Administrative Agent shall have received a written notice from Ditech, no later than one (1) Business Day after the origination thereof, (A) identifying such Receivable in reasonable detail and (B) certifying that Ditech has concluded in its reasonable discretion (with reasonable supporting detail therefor) that Ditech will not receive reasonably equivalent value for the transfer of any such identified Receivable because the value of the equity of the Depositor was negative prior to the contribution of such Receivable after taking into account all of the following, among other relevant factors, (1) borrowings under the subordinated note contemplated by the Receivables Sale Agreement, and (2) any indemnification payments owing by Ditech to the Depositor under the Receivables Sale Agreement (giving effect to the full value of such indemnification payment obligations as an asset of the Depositor).

Full Amortization Period : As defined in the Indenture.

Indenture : As defined in the Recitals.

Indenture Trustee : As defined in the Recitals.

Initial Receivables : As defined in Section 2(a).

Issuer : As defined in the Preamble.

Notes : As defined in the Indenture.

Purchase : Each transfer by the Issuer from the Depositor of Transferred Assets.

Purchase Price : As defined in Section 2(b) .

Receivable and Receivables : As defined in the Recitals.

Receivables Sale Agreement : As defined in the Recitals.

Removed Servicing Agreement : As defined in Section 2(c) .

Sale Date : (i) With respect to the Initial Receivables, the Closing Date and (ii) with respect to any Additional Receivables, each date after the Closing Date and prior to the Receivables Sale Termination Date on which such Additional Receivable is sold and/or contributed, assigned, transferred and conveyed by the Depositor to the Issuer pursuant to the terms of this Agreement.

Series : As defined in the Indenture.

Servicing Agreement and Servicing Agreements : As defined in the Recitals.

Stop Date : As defined in Section 2(c) .

Subsidiary : With respect to any Person (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, limited liability company, association, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.

Transferred Assets : As defined in Section 2(a) .

UCC : As defined in Section 2(a) .

(b) The Designated Servicing Agreement Schedule, as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Transaction Documents, is incorporated by this reference into this Agreement.

Section 2. Transfer of Receivables.

(including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “ UCC ”)), together with all rights of the Depositor to enforce such Initial Receivables and Additional Receivables (collectively, “the “ Transferred Assets ”). Until the Receivables Sale Termination Date, the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Issuer, on each Business Day, each Additional Receivable (other than any Excepted Receivable) not previously transferred to the Issuer and the Issuer shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

(b) Purchase Price . In consideration of the sale and/or contribution, assignment, transfer and conveyance to the Issuer of the Aggregate Receivables and related Transferred Assets, on the terms and subject to the conditions set forth in this Agreement, the Issuer shall, on each Sale Date, pay and deliver to the Depositor, in immediately available funds on the related Sale Date, or otherwise promptly following such Sale Date if so agreed by the Depositor and the Issuer, a purchase price (the “ Purchase Price ”) equal to (i) in the case of one Receivable sold, assigned, transferred and conveyed on such Sale Date, the fair market value of such Receivable on such Sale Date or (ii) in the case more than one Receivable is sold, assigned, transferred and conveyed on such Sale Date, the aggregate of the fair market values of such Receivables on such Sale Date, payable in cash to the extent of funds available to the Issuer, plus an increase in the value of the Owner Trust Certificate of the Issuer, to the extent the Purchase Price exceeds the cash paid.

(c) Removal of Designated Servicing Agreements and Receivables . On any date on or after the satisfaction of all conditions specified in Section 2.1(c) of the Indenture, the Depositor may remove a Designated Servicing Agreement or a Designated Pool from the Designated Servicing Agreement Schedule for purposes of this Agreement (each such Servicing Agreement or Designated Pool so removed, a “ Removed Servicing Agreement ” and a “ Removed Pool ”, respectively). Upon the removal of a Designated Servicing Agreement from the Designated Servicing Agreement Schedule, (i) except if Ditech conducts a Permitted Refinancing, all Receivables related to Advances under such Removed Servicing Agreement previously transferred to the Issuer and Granted to the Indenture Trustee for inclusion in the Trust Estate, shall remain subject to the lien of the Indenture, in which case Ditech may not assign to another Person any Receivables arising under that Removed Servicing Agreement until all Receivables that arose under that Removed Servicing Agreement or that Pool that are included in the Trust Estate shall have been paid in full or sold in a Permitted Refinancing, and (ii) all Receivables related to such Removed Servicing Agreement or Removed Pool arising on or after the date that the related Servicing Agreement was removed from the Designated Servicing Agreement Schedule (the “ Stop Date ”) shall not be sold to the Issuer and shall not constitute Receivables.

(d) Marking of Books and Records . The Depositor shall, at its own expense, indicate in its books and records (including its computer records) that the Receivables in respect of a Designated Pool arising under each Designated Servicing Agreement and the related Transferred Assets have been sold and/or contributed, assigned, transferred and conveyed to the Issuer in accordance with this Agreement. The Depositor shall not alter the indication referenced in this paragraph with respect to any Receivable during the term of this Agreement, (except in accordance with Section 10(b) ). If a third party, including a potential purchaser of a Receivable, should inquire

as to the status of the Receivables, the Depositor shall promptly indicate to such third party that the Receivables have been sold and/or contributed, assigned, transferred and conveyed and the Depositor (except in accordance with Section 10(b) ) shall not claim any right, title or interest (including, but not limited to ownership interest) therein.

Section 3. Depositor’s Acknowledgment and Consent to Assignment.

(a) Acknowledgment and Consent to Assignment . The Depositor hereby acknowledges that the Issuer has Granted to the Indenture Trustee, on behalf of the Noteholders, the rights (but not the obligations) of the Issuer under this Agreement, including, without limitation, the right to enforce the obligations of the Depositor hereunder and thereunder, and the obligations of Ditech under the Receivables Sale Agreement. The Depositor hereby consents to such Grant by the Issuer to the Indenture Trustee pursuant to the Indenture. The Depositor acknowledges that the Indenture Trustee (on behalf of itself and the Secured Parties) shall be a third party beneficiary in respect of the representations, warranties, covenants, rights, indemnities and other benefits arising hereunder that are so Granted by the Issuer. Moreover, the Depositor hereby authorizes and appoints as its attorney-in-fact the Issuer and the Indenture Trustee, as the Issuer’s assignee, on behalf of the Issuer, to execute and deliver such documents or certificates as may be necessary in order to enforce its rights under this Agreement and its rights to collect the Aggregate Receivables.

Section 4. Representations, Warranties and Certain Covenants of Depositor.

The Depositor hereby makes the following representations, warranties and covenants for the benefit of the Issuer, the Indenture Trustee and the Noteholders, on which the Issuer is relying in purchasing the Aggregate Receivables pursuant to this Agreement, and on which the Noteholders are relying in purchasing the Notes. The representations are made as of the date of this Agreement, and as of each Sale Date. Such representations and warranties shall survive the sale and/or contribution, assignment, transfer and conveyance of any Receivables and any related Transferred Assets to the Issuer.

(a) General Representations and Warranties .

(i) Organization and Good Standing . The Depositor is a limited liability company duly organized and validly existing under the laws of the State of Delaware with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and now has and so long as any Notes are outstanding, will continue to have, power, authority and legal right to acquire, own, hold, transfer, assign and convey the Receivables.

(ii) Due Qualification . The Depositor is and will continue to be duly qualified to do business as a limited liability company in good standing, and has obtained and will keep in full force and effect all necessary licenses, permits and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, licenses, permits or approvals and as to which the failure to obtain or to keep in full force and effect such licenses, permits or approvals would have an Adverse Effect.

(iii) Power and Authority . The Depositor has and will continue to have all requisite limited liability company power and authority to own the Receivables, and the Depositor has and will continue to have all requisite limited liability company power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party and any and all other instruments and documents necessary to consummate the transactions contemplated hereby or thereby (collectively, the “ Depositor’s Related Documents ”), and to perform each of its obligations under this Agreement and under the Depositor’s Related Documents, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by the Depositor, and the execution and delivery of each of the Depositor’s Related Documents by the Depositor, the performance by the Depositor of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby have each been duly authorized by the Depositor and no further limited liability company action or other actions are required to be taken by the Depositor in connection therewith.

(iv) Valid Transfer . This Agreement evidences a valid sale and/or contribution, transfer, assignment and conveyance of the applicable Additional Receivables as of the applicable Sale Date to the Issuer, which is enforceable against creditors of and purchasers from the Depositor, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles.

(v) Binding Obligation . This Agreement and each of the other Transaction Documents to which the Depositor is a party has been, or when delivered will have been, duly executed and delivered and constitutes the legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles.

(vi) Good Title . Immediately prior to each Purchase of Receivables hereunder, the Depositor is the legal and beneficial owner of each such Receivable and the related Transferred Assets with respect thereto, free and clear of any Adverse Claims other than Permitted Liens; and immediately upon the transfer and assignment thereof, the Issuer and its assignees will have good and marketable title to, with the right to sell and encumber, each Receivable, whether now existing or hereafter arising, together with the related Transferred Assets with respect thereto, free and clear of any Adverse Claims other than Permitted Liens.

(vii) Perfection .

(A) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Aggregate Receivables and the related Transferred Assets with respect thereto in favor of the Issuer, which security interest is prior to all other Adverse Claims (other than Permitted Liens of the type described in clause (ii) of the definition thereof), and is enforceable as such against creditors of and purchasers from the Depositor;

(B) The Depositor has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under the UCC in order to perfect the security interest in the Aggregate Receivables and the related Transferred Assets granted to the Issuer hereunder;

(C) The Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Aggregate Receivables and the related Transferred Assets, other than under this Agreement, except pursuant to any agreement that has been terminated or lien arrangement that has otherwise been released on or prior to the sale of the related Receivables hereunder, and any rights in the Receivables that were pledged, assigned, sold, granted or otherwise conveyed pursuant to such agreement or arrangement have been released on or prior to the sale of the related Receivables hereunder, and such Receivables that were subject to such agreement or arrangement are being sold by the Depositor to the Issuer free and clear of any Adverse Claim (other than any Permitted Lien). The Depositor has not authorized the filing of and is not aware of any financing statement filed against the Depositor covering the Aggregate Receivables and the related Transferred Assets other than those filed in connection with this Agreement and the other Transaction Documents, and those that have been terminated prior to the date hereof;

(D) The Security Interest granted pursuant to this Agreement is subject and subordinate, in each and every respect, to all rights, powers, and prerogatives of the Federal Home Loan Mortgage Corporation (“Freddie Mac”) under and in connection with (i) the terms and conditions of that certain Consent Agreement, dated as of the date hereof (as may be amended or modified from time to time in accordance with its express terms, the “Consent Agreement”), with respect to the “Reimbursement Assignments and Pledge” of the “Reimbursement Rights” (as such terms are defined in the Consent Agreement), by and among Freddie Mac, Ditech, Depositor, Issuer, Indenture Trustee and Administrative Agent, (ii) the terms and conditions of the Purchase Documents as defined in the Freddie Mac Single Family Seller/Servicer Guide, as it may be amended from time to time, other than as set forth pursuant to the express terms and provisions of the Consent Agreement, and (iii) all claims of Freddie Mac arising out of or relating to any and all breaches, defaults and outstanding obligations of debtor to Freddie Mac; and

(E) The transfer of interests in the Aggregate Receivables and the Security Interest described herein are subject and subordinate to all rights, powers, and prerogatives of Fannie Mae under and in connection with (i) the terms and conditions of that certain Acknowledgment Agreement With Respect to Servicing Advance Receivables, by and among Fannie Mae, Ditech, Depositor, Issuer, Indenture Trustee and Administrative Agent and (ii) the Mortgage Selling and Servicing Contract, the Fannie Mae Selling Administrative Agent Guide, the Fannie Mae Servicing Guide and any supplemental servicing instructions or directives provided by Fannie Mae, all applicable master agreements (including applicable MBS pool purchase contracts and variances), recourse agreements, repurchase agreements, indemnification

agreements, loss sharing agreements, and any other agreements between Fannie Mae and the Debtor, and all as amended, modified, restated or supplemented from time to time (collectively, the “Fannie Mae Lender Contract”), which rights, powers, and prerogatives include, without limitation, the right of Fannie Mae to terminate the Fannie Mae Lender Contract with or without cause.

(viii) No Violation . Neither the execution, delivery and performance of this Agreement, the other Transaction Documents or the Depositor’s Related Documents by the Depositor nor the consummation by the Depositor of the transactions contemplated hereby or thereby nor the fulfillment of or compliance with the terms and conditions of this Agreement, the Depositor’s Related Documents or the other Transaction Documents to which the Depositor is a party (A) will violate the organizational documents of the Depositor, (B) will constitute a default (or an event which, with notice or lapse of time or both, would constitute a default), or result in a breach or acceleration of, any material indenture, agreement or other material instrument to which the Depositor or any of its subsidiaries is a party or by which it or any of them is bound, or which may be applicable to the Depositor, (C) results in the creation or imposition of any Adverse Claim upon any of the property or assets of the Depositor under the terms of any of the foregoing except as contemplated hereby, or (D) violates any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any court or of any public, governmental or regulatory body, agency or authority applicable to the Depositor or its properties.

(ix) No Proceedings . There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the Depositor’s knowledge, threatened, or against the Depositor (A) in which a third party not affiliated with the Indenture Trustee or a Noteholder asserts the invalidity of any of the Transaction Documents, (B) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by any of the Transaction Documents, (C) seeking any determination or ruling that should reasonably be expected to affect materially and adversely the performance by the Depositor or its Affiliates of their obligations under, or the validity or enforceability of, any of the Transaction Documents or (D) relating to the Depositor or its Affiliates and which should reasonably be expected to affect adversely the federal income tax attributes of the Notes.

(xi) Solvency . The Depositor, both prior to and after giving effect to each sale and/or contribution of Receivables with respect to the Designated Servicing Agreements on each Sale Date, (1) is not, and will not be, “insolvent” (as such term is defined in § 101(32)(A) of the Bankruptcy Code), (2) is, and will be, able to pay its debts as they become due, and (3) does not have unreasonably small capital for the business in which it is engaged or for any business or transaction in which it is about to engage.

(xii) No Fraudulent Conveyance . The Depositor is selling and/or contributing the Aggregate Receivables to the Issuer in furtherance of its ordinary business purposes, with no intent to hinder, delay or defraud any of its creditors.

(xiii) Information . No document, certificate or report furnished by the Depositor in writing pursuant to this Agreement, any other Transaction Document or in connection with the transactions contemplated hereby or thereby, taken together, contains or will contain when furnished any untrue statement of a material fact.

(xiv) Fair Consideration . The aggregate consideration received by the Depositor pursuant to this Agreement is fair consideration having reasonably equivalent value to the value of the Aggregate Receivables and the performance of the Depositor’s obligations hereunder.

(xv) Name . The legal name of the Depositor is as set forth in this Agreement and the Depositor does not have any trade names, fictitious names, assumed names or “doing business” names except those identified in accordance with the terms hereof.

(xvi) No Subsidiaries . The Depositor has no Subsidiaries other than the Issuer.

(xvii) Special Purpose Entity . The Depositor is operated as an entity separate from Ditech. In addition, the Depositor:

(A) maintains and will continue to maintain its assets separate and distinct from those of Ditech and any Affiliates of Ditech in a manner which facilitates their identification and segregation from those of Ditech;

(B) conducts and will continue to conduct all intercompany transactions with Ditech or any Affiliate of Ditech on an arm’s‑length basis;

(C) has not guaranteed and will not guarantee any obligation of Ditech or any of Ditech’s Affiliates, nor has it had or will it have any of its obligations guaranteed by any such entities and has not held and will not hold itself out as responsible for debts of any such entity or for the decisions or actions with respect to the business affairs of any such entity;

(D) has not permitted and will not permit the commingling or pooling of its funds or other assets with the assets of Ditech or any Affiliate of Ditech (other than in respect of items of payment and funds which may be commingled until deposit into the Trust Accounts);

(E) has and will continue to have separate deposit and other bank accounts to which neither Ditech nor any of its Affiliates has any access and does not at any time pool any of its funds with those of Ditech or any of its Affiliates;

(F) maintains and will continue to maintain financial records which are separate from those of Ditech or any of its Affiliates;

(G) compensates and will continue to compensate all employees, consultants and agents, if any, or reimburses Ditech from its own funds, for services provided to it by such employees, consultants and agents, and, to the extent any employee, consultant or agent of it is also an employee, consultant or agent of Ditech allocate the compensation of such employee, consultant or agent between it and Ditech as agreed to between them on an arm’s length basis;

(H) conducts and will continue to conduct all of its business (whether in writing or orally) solely in its own name and on its own stationery and pays and will continue to pay its own expenses, makes and will make all communications to third parties (including all invoices (if any), letters, checks and other instruments) solely in its own name (and not as a division of any other Person), and requires and will require that its employees, if any, when conducting its business identify themselves as such (including, without limitation, by means of providing appropriate employees with business or identification cards identifying such employees as its employees);

(I) adheres and will continue to adhere and comply with its organizational documents and maintains and will maintain company records and books of account separate and distinct from Ditech’s corporate records and the records of any Affiliate of Ditech;

(J) does not and will not permit Ditech or any Affiliate of Ditech, to be involved in its daily management; provided , however , that officers of Ditech or any such Affiliate shall not be prohibited from serving as officers of it;

(K) does not and will not act as agent for Ditech or any Affiliate of Ditech and agrees that it will not authorize Ditech or any Affiliate of Ditech to act as its agent; provided, however, that officers of Ditech or any such Affiliate shall not be prohibited from serving as officers of it;

(L) pays and will continue to pay its own incidental administrative costs and expenses from its own funds, allocates and will continue to allocate all other shared overhead expenses (including, without limitation, telephone and other utility charges, the services of shared employees, consultants and agents, and reasonable legal and auditing expenses), and other items of cost and expense shared between it and Ditech, as agreed to between them on an arm’s length basis; and

(M) takes and shall continue to take such actions as are necessary on its part to ensure that all procedures required by its organizational documents are duly and validly taken.

(b) Survival . It is understood and agreed that the representations and warranties of the Depositor set forth in Section 4(a) shall continue throughout the term of this Agreement.

(c) It is understood and agreed that the (1) representations and warranties made by Ditech pursuant to Section 4(b) of the Receivables Sale Agreement, and the representations and warranties

made by the Depositor pursuant to this Agreement, on which the Issuer is relying in accepting the Receivables and executing this Agreement and on which the Noteholders are relying in purchasing the Notes, and (2) the rights and remedies of the Depositor and its assignees under the Receivables Sale Agreement against Ditech, and the rights and remedies of the Issuer and its assignees under this Agreement against the Depositor, inure to the benefit of the Issuer and the Indenture Trustee for the benefit of the Noteholders, as the assignees of the Depositor’s rights under the Receivables Sale Agreement and the Issuer’s rights hereunder. Such representations and warranties, and the rights and remedies for the breach thereof, shall survive the sale and/or contribution, assignment, transfer and conveyance of any Receivables from the Depositor to the Issuer and its assignees and the pledge thereof by the Issuer to the Indenture Trustee for the benefit of the Noteholders and shall be fully exercisable by the Indenture Trustee for the benefit of the Noteholders.

Section 5. Remedies Upon Breach

The Depositor shall inform the Indenture Trustee, the Administrator, each Noteholder and the Administrative Agent promptly, in writing, upon the discovery of any breach of the Depositor’s representations, warranties or covenants hereunder, or Ditech’s representations, warranties or covenants under the Receivables Sale Agreement. In the case of breach of any representation or warranty set forth in Section 4(a) by the Depositor with respect to any Receivable on the Sale Date therefor, unless such breach shall have been cured or waived within thirty (30) days after the earlier to occur of the discovery of breach or the Depositor’s receipt of written notice of such breach by the Depositor from the Administrative Agent, Ditech, the Issuer or the Indenture Trustee, such that, in the case of a representation and warranty, such representation and warranty shall be true and correct in all material respects as if made on such day, and the Depositor shall have delivered to the Indenture Trustee an officer’s certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct or the breach was otherwise cured, the Depositor shall either repurchase the affected Receivables or indemnify the Issuer and its assignees (including the Issuer, the Indenture Trustee and each of their respective assignees) against and hold the Issuer and its assignees (including the Issuer, the Indenture Trustee and each of their respective assignees) harmless from any cost, liability and expense, including, without limitation, reasonable attorneys’ fees and expenses, whether incurred in enforcement proceedings between the parties or otherwise, incurred as a result of, or arising from, such breach (each such repurchase or indemnification amount to be paid hereunder, an “ Indemnity Payment ”), the amount of which shall equal the Receivable Balance of any affected Receivable. This Section 5 sets forth the exclusive remedy for a breach of representation, warranty or covenant pertaining to a Receivable. Notwithstanding the foregoing, the breach of any representation, warranty or covenant by the Depositor set forth in Section 4(a) shall not be waived by the Issuer under any circumstances without the consent of the Administrative Agent, which in any case will not consent to waive such representation, warranty or covenant without the consent of the Majority Noteholders of all Outstanding Notes.

Section 6. Termination.

This Agreement (a) may not be terminated prior to the termination of the Indenture and (b) may be terminated at any time thereafter by either party upon written notice to the other party.

Section 7. General Covenants of Depositor.

The Depositor covenants and agrees that from the date of this Agreement until the termination of the Indenture:

(a) Bankruptcy . The Depositor agrees that it shall comply with Section 12(l) . The Depositor has not engaged in and does not expect to engage in a business for which its remaining property represents an unreasonably small capitalization. The Depositor will not transfer any of the Aggregate Receivables with an intent to hinder, delay or defraud any Person.

(b) Legal Existence . The Depositor shall do or cause to be done all things necessary on its part to preserve and keep in full force and effect its existence in the jurisdiction of its formation, and to maintain each of its licenses, approvals, registrations and qualifications in all jurisdictions in which its ownership or lease of property or the conduct of its business requires such licenses, approvals, registrations or qualifications, except for failures which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the financial conditions, operations or the ability of the Depositor or the Issuer to perform its obligations hereunder or under any of the other Transaction Documents.

(c) Compliance With Laws . The Depositor shall comply with all laws, rules, regulations and orders of any governmental authority applicable to its operation, the noncompliance with which would reasonably be expected to have a material adverse effect on the financial condition, operations or the ability of Ditech, as receivables seller and servicer, the Depositor or the Issuer to perform their obligations hereunder or under any of the other Transaction Documents.

(d) Taxes . The Depositor shall pay and discharge all taxes, assessments and governmental charges or levies imposed upon the Depositor or upon its income and profits, or upon any of its property or any part thereof, before the same shall become in default; provided that the Depositor shall not be required to pay and discharge any such tax, assessment, charge or levy so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings, or so long as the failure to pay any such tax, assessment, charge or levy would not have a material adverse effect on the ability of the Depositor to perform its obligations hereunder. The Depositor shall have set aside on its books adequate reserves with respect to any such tax, assessment, charge or levy so contested.

(e) Keeping of Records and Books of Account . The Depositor shall maintain accurate, complete and correct documents, books, records and other information which is reasonably necessary for the collection of all Aggregate Receivables (including, without limitation, records adequate to permit the prompt identification of each new Receivable and all collections of, and adjustments to, each existing Receivable).

Receivables and related Transferred Assets and such other action to perfect, protect or more fully evidence the interest of the Issuer or the Indenture Trustee (as the Depositor’s assignee) may reasonably request).

(g) Reliance on Separateness . The Depositor acknowledges that the Indenture Trustee and the Noteholders are entering into the transactions contemplated by the Transaction Documents in reliance upon the Depositor’s and Issuer’s identity as a legal entity that is separate from Ditech. Therefore, from and after the date of execution and delivery of this Agreement, the Depositor will take all reasonable steps to maintain each of the Depositor’s and Issuer’s identity as a separate legal entity and to make it manifest to third parties that each of the Depositor and the Issuer is an entity with assets and liabilities distinct from those of Ditech. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, the Depositor (i) will not hold itself out to third parties as liable for the debts of the Issuer nor purport to own the Aggregate Receivables and other related Transferred Assets and (ii) will take all other actions necessary on its part to ensure that the facts and assumptions regarding it set forth in the opinion issued by Sidley Austin LLP, dated the Closing Date, relating to substantive consolidation issues remain true and correct, in all material respects, at all times.

(h) Name Change, Offices and Records . In the event the Depositor makes any change to its name (within the meaning of Section 9-507(c) of any applicable enactment of the UCC), type or jurisdiction of organization or location of its books and records the Depositor shall notify the Issuer and the Indenture Trustee thereof and (except with respect to a change of location of books and records) shall deliver to the Indenture Trustee not later than thirty (30) days after the effectiveness of such change (i) such financing statements (Forms UCC1 and UCC3) which the Indenture Trustee (acting at the direction of the Administrative Agent) may reasonably request to reflect such name change, or change in type or jurisdiction of organization, (ii) if the Indenture Trustee shall so request, an opinion of outside counsel to the Depositor, in form and substance reasonably satisfactory to the Indenture Trustee, as to the perfection and priority of the Issuer’s security interest in the Aggregate Receivables in such event, (iii) such other documents and instruments that the Indenture Trustee (acting at the direction of the Administrative Agent) on behalf of the Noteholders may reasonably request in connection therewith and shall take all other steps to ensure that the Issuer continues to have a first priority, perfected security interest in the Aggregate Receivables and the related Transferred Assets.

(i) Location of Jurisdiction of Organization and Records . In the case of a change in the jurisdiction of organization of the Depositor, or in the case of a change in the “location” of the Depositor for purposes of Section 9-307 of the UCC, the Depositor must take all actions necessary or reasonably requested by the Issuer, the Administrative Agent or the Indenture Trustee to amend its existing financing statements and continuation statements, and file additional financing statements and to take any other steps reasonably requested by the Issuer, the Administrative Agent or the Indenture Trustee to further perfect or evidence the rights, claims or security interests of any of the Issuer or any assignee or beneficiary of the Issuer’s rights under this Agreement, including the Indenture Trustee on behalf of the Noteholders under any of the Transaction Documents.

Section 8. Grant Clause.

It is the intention of the parties hereto that each transfer and assignment contemplated by this Agreement shall constitute an absolute sale or contribution, as applicable, of the related Receivables from the Depositor to the Issuer and that the Aggregate Receivables shall not be part of Depositor’s estate or otherwise be considered property of the Depositor in the event of the bankruptcy, receivership, insolvency, liquidation, conservatorship or similar proceeding relating to the Depositor or any of its Property. However, if such conveyance is deemed to be in respect of a loan, it is intended that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement. Accordingly, the Depositor hereby grants to the Issuer a first priority security interest in all of the Depositor’s right, title and interest in, to and under, whether now owned or hereafter acquired, the Aggregate Receivables and the other Transferred Assets to secure payment of a debt equal to the purchase price for such Aggregate Receivables and other Transferred Assets. This Agreement shall constitute a security agreement under applicable law. The Depositor will, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Aggregate Receivables and the other Transferred Assets to secure payment or performance of an obligation, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. The Depositor has made all such initial filings.

The Depositor hereby authorizes the Issuer and its assignees, successors and designees to file one or more UCC financing statements, financing statement amendments and continuation statements to perfect the security interest described herein.

Section 9. Grant by Issuer.

The Issuer shall have the right, upon notice to but without the consent of the Depositor, to Grant, in whole or in part, its interest under this Agreement with respect to the Receivables to the Indenture Trustee and the Indenture Trustee then shall succeed to all rights of the Issuer under this Agreement. All references to the Issuer in this Agreement shall be deemed to include its assignee or designee, specifically including the Issuer and the Indenture Trustee.

Section 10. Protection of Indenture Trustee’s Security Interest in Trust Estate.

(a) The Depositor shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time following reasonable prior notice delivered to the Depositor, the status of such Receivable, including payments and recoveries made and payments owing. The Schedule of Receivables has been delivered to the Indenture Trustee and shall remain in its possession or control.

(b) The Depositor will maintain its computer records so that, from and after the Grant of the security interest under the Indenture, the Depositor’s master computer records (including any back-up archives) that refer to any Receivables indicate that the Receivables are owned by the Issuer and pledged to the Indenture Trustee on behalf of the Noteholders. Indication of the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Depositor’s records when, and only when, the Receivable has been paid in full or released from the lien of the Indenture pursuant to the Indenture.

Section 11. Limited Recourse.

No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against (a) any owner of a beneficial interest in the Issuer or (b) any holder of a beneficial interest in the Issuer in its individual capacity, except as any such Person may have expressly agreed. Notwithstanding any other terms of this Agreement, the Notes, any other Transaction Documents or otherwise, the obligations of the Issuer under the Notes, the Indenture, this Agreement and each other Transaction Document to which it is a party are limited recourse obligations of the Issuer, payable solely from the Trust Estate, and following realization of the Trust Estate and application of the proceeds thereof in accordance with the terms of the Indenture, none of the Noteholders, the Indenture Trustee or any of the other parties to the Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter revive. No recourse shall be had for the payment of any amount owing in respect of the Notes, the Indenture or this Agreement or for any action or inaction of the Issuer against any officer, director, employee, shareholder, stockholder or incorporator of the Issuer or any of their successors or assigns for any amounts payable under the Notes or this Agreement. It is understood that the foregoing provisions of this Section 11 shall not (i) prevent recourse to the Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the Trust Estate or (ii) save as specifically provided therein, constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by the Indenture. It is further understood that the foregoing provisions of this Section 11 shall not, subject to Section 12(l) hereof, limit the right of any Person, to name the Issuer as a party defendant in any proceeding or in the exercise of any other remedy under the Notes or this Agreement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such Person or entity.

Section 12. Miscellaneous.

(a) Amendment . Except as permitted expressly by the Indenture or as otherwise set forth herein, as applicable, this Agreement may not be amended except by an instrument in writing, signed by the Depositor and the Issuer, with the written consent of the Administrative Agent and, if requested by the Administrative Agent, supported by the delivery of an Issuer Tax Opinion. In addition, so long as the Notes are outstanding, this Agreement may not be amended without, collectively (x) (i) the consent of the Majority Noteholders of all Outstanding Notes that are not Variable Funding Notes and (ii) the consent of the Series Required Noteholders for each Series of Variable Funding Notes, or (y) (i) the amendment is for a purpose for which the Indenture could be amended without any Noteholder consent pursuant to Section 12.1 thereof and (ii) the Depositor shall have delivered to the Indenture Trustee an officer’s certificate to the effect that the Depositor reasonably believes that such amendment could not have a material Adverse Effect on any Outstanding Notes and is not reasonably expected to have a material Adverse Effect at any time in the future. Any such amendment requested by the Depositor shall be at its own expense. Amendments shall require notice to Note Rating Agencies, if any, as described in Section 11(a) of the Receivables Sale Agreement.

(b) Binding Nature; Assignment . The covenants, agreements, rights and obligations contained in this Agreement shall be binding upon the successors and assigns of the Depositor and shall inure to the benefit of the successors and assigns of the Issuer, and all persons claiming by, through or under the Issuer.

(d) RESERVED .

(e) Severability of Provisions . Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or non‑authorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction.

(f) Governing Law . THIS AGREEMENT AND ANY CLAIM CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES HERETO, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

(g) WAIVER OF JURY TRIAL . EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN AN LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(h) Counterparts . This Agreement may be executed in several counterparts and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all the parties have not signed the original or the same counterpart. Any counterpart hereof signed by a party against whom enforcement of this Agreement is sought shall be admissible into evidence as an original hereof to prove the contents thereof. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.

of any right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

(j) Headings Not to Affect Interpretation . The headings contained in this Agreement are for convenience of reference only, and they shall not be used in the interpretation hereof.

(k) Benefits of Agreement . Nothing in this Agreement, express or implied, shall give to any Person, other than the parties to this Agreement and their successors hereunder, any benefit of any legal or equitable right, power, remedy or claim under this Agreement.

(l) No Petition . The Depositor, by entering into this Agreement, agrees that it will not at any time prior to the date which is one year and one day, or, if longer, the applicable preference period then in effect, after the payment in full of all of the Notes, institute against the Issuer, or join in any institution against the Issuer of, Insolvency Proceedings or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes or this Agreement, or cause the Issuer to commence any reorganization, bankruptcy proceedings, or Insolvency Proceedings under any applicable state or federal law, including without limitation any readjustment of debt, or marshaling of assets or liabilities or similar proceedings. This Section 12(l) shall survive termination of this Agreement.

(m) Owner Trustee Limitation of Liability . It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of the Issuer under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking and agreement by Wilmington Trust, National Association but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or the other Transaction Documents.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Receivables Pooling Agreement to be duly executed as of the date first above written.



	DITECH AGENCY ADVANCE DEPOSITOR LLC , as Depositor

	By: /s/ Cheryl A. Collins
	Name: Cheryl A. Collins
	Title: Senior Vice President and Treasurer

[Signatures continue]

[Ditech Agency Advance Trust - Signature Page to Receivables Pooling Agreement]



	DITECH AGENCY ADVANCE TRUST , as Issuer By: Wilmington Trust, National Association not in its individual capacity but solely as Owner Trustee

	By: /s/ Dorri Costello
	Name: Dorri Costello
	Title: Vice President

[Ditech Agency Advance Trust - Signature Page to Receivables Pooling Agreement]

Schedule 1

ASSIGNMENT OF RECEIVABLES

Dated as of __________ ___, 20___

This Assignment of Receivables (this “ Assignment ”) is a schedule to and is hereby incorporated by this reference into a Receivables Pooling Agreement (the “ Agreement ”), dated as of February 9, 2018, and effective as of February 12, 2018, by and between Ditech Agency Advance Depositor LLC, a Delaware limited liability company (the “ Depositor ”), and Ditech Agency Advance Trust, a statutory trust formed under the laws of the State of Delaware (the “ Issuer ”). All capitalized terms used herein shall have the meanings set forth in, or referred to in, the Agreement.

By its signature to this Assignment, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the Issuer and its assignees, without recourse, but subject to the terms of the Agreement, all of the Depositor’s right, title and interest in, to and under its rights to reimbursement for Receivables arising under each Designated Servicing Agreement listed on Attachment A attached hereto, existing on the date of this Assignment and Receivables arising under each Designated Servicing Agreement listed on Attachment A , on or before the related Receivables Sale Termination Date, the other Transferred Assets related to such Receivables described in Section 2(a) of the Agreement, pursuant to the terms of the Agreement, and the Issuer hereby accepts such sale and/or contribution, assignment, transfer and conveyance and agrees to transfer to the Depositor the consideration set forth in the Agreement.

[Signature page follows]

DITECH AGENCY ADVANCE DEPOSITOR LLC

By:

Name:

Title:

DITECH AGENCY ADVANCE TRUST

By: Wilmington Trust, National Association not in its individual capacity but solely as Owner Trustee

Name:

Title:

[Ditech Agency Advance Trust - Signature Page to Schedule 1 to Receivables Pooling Agreement - Assignment of Receivables]

Attachment A to Schedule 1

DESIGNATED SERVICING AGREEMENTS AND DESIGNATED POOLS RELATED TO THE AGGREGATE RECEIVABLES

[To be inserted]

Attachment A to Schedule 1-1

Exhibit 10.26.3

EXECUTION COPY

ACKNOWLEDGMENT AGREEMENT
WITH RESPECT TO SERVICING ADVANCE RECEIVABLES

THIS ACKNOWLEDGMENT AGREEMENT WITH RESPECT TO SERVICING ADVANCE RECEIVABLES (this “ Agreement ”), made and entered into as of this 9th day of February, 2018, and effective as of February 12, 2018 (the “ Effective Date ”), by and among DITECH FINANCIAL LLC, a Delaware limited liability company with its principal offices at 1100 Virginia Drive, Suite 100A. Ft. Washington, PA 19034 (the “ Servicer ”), Ditech Agency Advance Depositor LLC, a Delaware limited liability company with its principal offices at 1100 Virginia Drive, Suite 100A. Ft. Washington, PA 19034 (the “ Depositor ”), Ditech Agency Advance Trust, a Delaware statutory trust, with its principal offices for purposes of the matters contemplated hereby at c/o Ditech Financial LLC, 1100 Virginia Drive, Suite 100A. Ft. Washington, PA 19034 (the “ Issuer ”), WELLS FARGO BANK, N.A., not in its individual capacity but solely as indenture trustee at the direction and on behalf of the Issuer, with its principal offices at 9062 Old Annapolis Road, Columbia, MD 21045‑1951, Attention: Corporate Trust Services, Ditech Agency Advance Trust (in its capacity as Indenture Trustee under the Indenture described below and not in its individual capacity, the “ Indenture Trustee ”) Credit Suisse First Boston Mortgage Capital LLC, a limited liability company organized in the State of Delaware (“ Credit Suisse ”, in its capacity as Administrative Agent under the Indenture described below, the “ Administrative Agent ” and, together with the Servicer, the Depositor and the Issuer, the “ Transaction Parties ”) and FANNIE MAE, a corporation organized and existing under the laws of the United States of America, with an office at 3900 Wisconsin Avenue, N.W., Washington, DC 20016.

WITNESSETH

A. The Servicer, as seller, the Depositor, as purchaser, and Walter Investment Management Corp. have entered into a Receivables Sale Agreement, dated as of the date hereof and effective as of the Effective Date (as amended, restated, supplemented or otherwise modified from time to time, the “ Receivables Sale Agreement ”) and the Depositor, as seller, and the Issuer, as purchaser, have entered into a Receivables Pooling Agreement dated as of the date hereof and effective as of the Effective Date (as amended, restated, supplemented or otherwise modified from time to time, the “ Receivables Pooling Agreement ” and together with the Receivables Sale Agreement, the “ Receivables Purchase Agreements ”), whereby, from time to time, the Servicer shall sell and/or contribute to the Depositor and the Depositor shall sell and/or contribute to the Issuer all of the Servicer’s present and future rights, as expressly set forth in, and subject to the limitations of, the Fannie Mae Lender Contract (as hereinafter defined) to reimbursement for (i) Delinquency Advances and Servicing Advances (as each such term is defined in the Fannie Mae Servicing Guide, as such Guide is amended from time to time (the “ Servicing Guide ”) and (ii) advances made by the Servicer under the Servicing Guide (a) to repurchase a special servicing option delinquent MBS mortgage loan from an MBS pool or (b) to liquidate an REO property from an MBS pool, which property was acquired as a result of a foreclosure, preforeclosure or third‑party sale, deed‑in‑lieu, or assignment of a special servicing option mortgage loan formerly in such MBS pool ((a) and (b), collectively, the “ Delinquent MBS Mortgage Repurchase Advances ”) (the Delinquency Advances, the Servicing Advances and the Delinquent MBS Mortgage Repurchase Advances, collectively, the “ Servicing Advance Receivables ”), with respect to certain mortgage loans owned or held in whole or in part by Fannie Mae, serviced for Fannie Mae by the Servicer under the Fannie Mae Lender Contract and identified by Seller/Servicer Number and by MBS Pool Number on Exhibit A attached to and made a part of this Agreement, and to such additional mortgage loans made a part of this Agreement pursuant to Section 17 hereof. The advances that constitute the Servicing Advance Receivables are sometimes commonly referred to collectively as “P&I Delinquency Advances”, “T&I Escrow Advances” and “Corporate Servicing Advances”.

B. The Issuer, the Indenture Trustee and certain other parties have entered into an Indenture, dated as of February 9, 2018, and effective as of February 12, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “ Indenture ”), pursuant to which, among other things, the Issuer granted to the Indenture Trustee, on behalf of the Secured Parties, as defined in and as specified in the Indenture, a security interest in, among other things, the Servicing Advance Receivables (the “ Security Interest ”).

C. The Receivables Purchase Agreements, the Indenture, the related note purchase agreement, the related indenture supplements, the related trust agreement, the related administration agreement and the Notes issued pursuant to the Indenture and such indenture supplements and Pledge Agreement are collectively referred to in this Agreement as the “ Transaction Documents ”. Capitalized terms used herein without definition shall have the respective meanings attributed to them in the Receivables Purchase Agreements and the Indenture.

D. The Transaction Parties have requested that Fannie Mae consent, and Fannie Mae is willing to consent, subject to the terms, provisions, and conditions of this Agreement, to the Servicer’s sale/and or contribution of the Servicing Advance Receivables to the Depositor and the Depositor’s sale and/or contribution of the Servicing Advance Receivables to the Issuer, in each case, pursuant to the terms and provisions of the Receivables Purchase Agreements, and the Issuer’s grant of the Security Interest to the Indenture Trustee on behalf of the Secured Parties under the Indenture.

E. Fannie Mae has requested the Transaction Parties, and each of the Transaction Parties has agreed, to acknowledge and reaffirm the rights of Fannie Mae pursuant to the Fannie Mae Lender Contract, and to be bound by the terms, provisions, and conditions of this Agreement.

NOW THEREFORE, in accordance with the Fannie Mae Lender Contract, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Transaction Parties hereby acknowledge, and all parties hereto agree to, the following:

1. Recitals Incorporated; Consent to the Sale and/or Contribution of the Servicing Advance Receivables and Grant of Security Interest . The foregoing recitals are incorporated as a part of this Agreement and are accepted and agreed to by all parties as though fully set forth in the body of this Agreement.

Fannie Mae hereby consents, subject to the terms, provisions and conditions of this Agreement, to (a) the Servicer’s sale and/or contribution of the Servicing Advance Receivables to the Depositor pursuant to the terms and provisions of the Receivables Sale Agreement, (b) the Depositor’s sale and/or contribution of the Servicing Advance Receivables to the Issuer, pursuant to the terms and provisions of the Receivables Pooling Agreement, and (c) the Issuer’s grant of the Security Interest to the Indenture Trustee on behalf of the Secured Parties under the Indenture (each, a “ Transaction ” and collectively, the “ Transactions ”).

Fannie Mae hereby acknowledges that its Consent (as hereinafter defined), subject to the terms, provisions and conditions of this Agreement, will remain effective until the earliest of (i) the payment in full of all outstanding Purchased Servicing Advance Receivables (as hereinafter defined) subject to reimbursement by Fannie Mae to the Servicer pursuant to the Fannie Mae Lender Contract and this Agreement, (ii) payment in full of all outstanding obligations under the Transaction Documents, including all amounts owed under the Notes issued pursuant to the Indenture and termination of the commitment to further fund such Servicing Advance Receivables under the Transaction Documents, and (iii) the provision by the Indenture Trustee, on behalf of the Secured Parties, of a notice to the other parties hereto to the effect that the transactions contemplated by the Transaction Documents have been terminated. As used in this

Agreement, a “ Purchased Servicing Advance Receivable ” is a Servicing Advance Receivable with respect to which all of the following events have occurred pursuant to the Transaction Documents: (i) the Servicer has sold and/or contributed the Servicing Advance Receivable to the Depositor; (ii) the Depositor has sold and/or contributed the Servicing Advance Receivable to the Issuer and (iii) the Issuer has granted a Security Interest in the Servicing Advance Receivable to the Indenture Trustee on behalf of the Secured Parties under the Indenture.

Fannie Mae’s reimbursement of any Purchased Servicing Advance Receivable prior to the liquidation of the related mortgage loan is subject to reconciliation by Fannie Mae or its designee. The Servicer hereby agrees to reimburse Fannie Mae for the reasonable fees and out‑of‑pocket expenses of any accountant, auditor, or professional advisor retained by Fannie Mae to perform such reconciliation.

Notwithstanding anything herein to the contrary, (x) nothing in this Agreement (including, without limitation, Section 2 hereof) shall affect any of Fannie Mae’s rights or remedies with respect to the Collateral (as defined below), including the right of set-off against the Collateral as provided in the Pledge Agreement (as defined below), (y) the Indenture Trustee and the Administrative Agent have no rights in the Collateral and (z) the Security Interest does not extend to the Collateral.

2. Waiver of Right of Set Off . Notwithstanding anything to the contrary in the Fannie Mae Lender Contract or any other agreement between the Servicer and Fannie Mae, Fannie Mae agrees that Fannie Mae will not set off or net any claims it might have against the Servicer, or payments due from the Servicer, from reimbursements Fannie Mae owes to the Servicer pursuant to the Fannie Mae Lender Contract on account of the Purchased Servicing Advance Receivables.

3. Subordination of Sale and/or Contribution of Servicing Advance Receivables and Security Interest . Subject to Section 2, each of the Transaction Parties acknowledges that the sale and/or contribution of the Servicing Advance Receivables and the grant of the Security Interest as they are described in this Agreement and the Transaction Documents are subject to and subordinate in all respects to all rights, powers, and prerogatives of Fannie Mae under and in connection with: (i) this Agreement, and (ii) the Mortgage Selling and Servicing Contract, the Fannie Mae Selling Guide, as such Guide is amended from time to time (the “ Selling Guide ”), the Servicing Guide and any supplemental servicing instructions or directives provided by Fannie Mae, all applicable master agreements (including applicable MBS pool purchase contracts and variances), recourse agreements, repurchase agreements, indemnification agreements, loss‑sharing agreements, and any other agreements between Fannie Mae and the Servicer, and all as amended, modified, restated or supplemented from time to time (collectively, the “ Fannie Mae Lender Contract ”), which rights, powers, and prerogatives include, without limitation, the right of Fannie Mae to terminate the Fannie Mae Lender Contract with or without cause.

Each of the Indenture Trustee, the Depositor, the Issuer and Administrative Agent also acknowledges that it has no claim or entitlement as a secured creditor against Fannie Mae, and Fannie Mae has no duty or obligation to the Indenture Trustee, the Depositor, the Issuer and Administrative Agent, except as otherwise expressly provided in this Agreement. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and those of the Transaction Documents, the terms and provisions of this Agreement shall prevail.

4. Financing Statements . In recognition of the foregoing, each of the Servicer, the Depositor and the Issuer agrees to insert the following language in any financing statement filed in connection with the Transaction Documents:

The sale and/or contribution of the Servicing Advance Receivables and the Security Interest described in this financing statement are subject and subordinate to all rights, powers, and prerogatives of Fannie Mae under and in connection with (i) the terms and conditions of that certain Acknowledgment Agreement With Respect to Servicing Advance Receivables, by and among Fannie Mae, Ditech Financial LLC (the “ Debtor ”), Ditech Agency Advance Depositor LLC (the “ Depositor ”), Ditech Agency Advance Trust (the “ Trust ”), Wells Fargo Bank, N.A. (the “ Indenture Trustee ”) and Credit Suisse First Boston Mortgage Capital LLC (the “ Administrative Agent ”), and (ii) the Mortgage Selling and Servicing Contract, the Fannie Mae Selling Guide, the Fannie Mae Servicing Guide and any supplemental servicing instructions or directives provided by Fannie Mae, all applicable master agreements (including applicable MBS pool purchase contracts and variances), recourse agreements, repurchase agreements, indemnification agreements, loss‑sharing agreements, and any other agreements between Fannie Mae and the Debtor, and all as amended, modified, restated or supplemented from time to time (collectively, the “ Fannie Mae Lender Contract ”), which rights, powers, and prerogatives include, without limitation, the right of Fannie Mae to terminate the Fannie Mae Lender Contract with or without cause.

5. Payment to the Servicer . During the term of this Agreement, all payments, if any, made by Fannie Mae relating to the Servicing Advance Receivables will be paid directly to the deposit account designated by the Servicer. The Servicer agrees that it shall designate the deposit account described in Exhibit B hereto (the “ Deposit Account ”) as the account to which Fannie Mae should wire all payments, if any, made by Fannie Mae relating to the Servicing Advance Receivables. Fannie Mae may also make payments due to the Servicer, which payments do not relate to Servicing Advance Receivables, through the Deposit Account. Each Transaction Party will be deemed, by virtue of its execution of this Agreement, to have specifically and irrevocably consented to any such payment to the Deposit Account, and Fannie Mae shall have no further obligation or responsibility to confirm with any Transaction Party any such payment or where or how the funds are distributed after they are deposited in the Deposit Account.

6. Fannie Mae’s Right to Withdraw Its Consent .

(a) Events Enabling Fannie Mae to Withdraw Consent . Fannie Mae shall have the right to withdraw its consent to the Transactions and its waiver of its right of set off (collectively, Fannie Mae’s “ Consent ”):

(i) if Fannie Mae exercises its right to suspend or terminate the Servicer’s eligibility to service mortgage loans for Fannie Mae (each, a “ Servicer Suspension/Termination Event ”);

(ii) if the Servicer voluntarily resigns as a Fannie Mae servicer (a “ Servicer Resignation Event ”);

(iii) if the Servicer transfers the servicing of some, but not all, of the mortgage loans that the Servicer is servicing for Fannie Mae under the Fannie Mae Lender Contract using the

Fannie Mae Seller/Servicer Numbers specified on Exhibit A (a “ Partial Transfer of Servicing Event ”) but such withdrawal of Consent shall apply only to the mortgage loans that are subject to the transfer;

(iv) on each yearly anniversary of the date of this Agreement (each, an “ Anniversary Event ”);

(v) if a Financial Trigger Event (as hereinafter defined) occurs; or

(vi) if the Servicer fails to maintain Collateral at the Required Collateral Level or to Transfer Eligible Collateral to the Custodian in the amounts and within the time frames specified in the Pledge and Security Agreement (the “ Pledge Agreement ”), dated December 19, 2014, between the Servicer, as grantor, and Fannie Mae, as secured party, as amended, modified, or supplemented from time to time (each, a “ Collateral Termination Event ”). The terms “ Collateral ”, “ Required Collateral Level ”, “ Transfer ”, “ Eligible Collateral ”, and “ Custodian ” have the meanings given to them in the Pledge Agreement.

(b) Actions Fannie Mae May Take Upon the Occurrence of a Servicer Suspension/Termination Event and Related Matters .

(i) Fannie Mae may, at its option, exercise its right to withdraw its Consent upon the occurrence of a Servicer Suspension/Termination Event by giving written notice to the Servicer, the Depositor, the Issuer, the Indenture Trustee and the Administrative Agent of the occurrence of such Servicer Suspension/Termination Event in accordance with Section 8 of this Agreement.

(ii) If Fannie Mae exercises its option to withdraw its Consent upon the occurrence of a Servicer Suspension/Termination Event:

(A) Such withdrawal of Fannie Mae’s Consent shall apply to any Servicing Advance Receivable with respect to which the Servicer has made or will make a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance after the effective date of such Servicer Suspension/Termination Event; provided, that the Security Interest shall remain in full force and effect and Fannie Mae shall continue to be obligated to reimburse the Servicer pursuant to the Fannie Mae Lender Contract and this Agreement on account of any Purchased Servicing Advance Receivables as to which the Servicer has made or will make a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance in accordance with the Fannie Mae Lender Contract on or before the effective date of such Servicer Suspension/Termination Event.

(B) After the effective date of such Servicer Suspension/Termination Event, the Servicer shall not sell and/or contribute to the Depositor any Servicing Advance Receivables with respect to which the Servicer has made or will make a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance (the “ Subsequent Servicing Advance Receivables ”), the Depositor shall not sell and/or contribute any such Subsequent Servicing Advance Receivables to the Issuer and the Issuer shall not grant a Security Interest with respect to such Subsequent Servicing Advance Receivables to the Indenture Trustee on behalf of the Secured Parties under the Indenture.

(C) Except with respect to the reimbursements by Fannie Mae to the Servicer described in Section 6(b)(ii)(A), above, related to any Purchased Servicing Advance Receivables as to which the Servicer has made a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance in accordance with the Fannie Mae Lender Contract on or before the effective date of such Servicer Suspension/Termination Event, after the effective date of such Servicer Suspension/Termination Event and the applicable Final Payment Date (defined below), Fannie Mae’s agreement in Section 2 to not set off or net any claims it might have against the Servicer, or payments due from the Servicer, from reimbursements Fannie Mae owes to the Servicer pursuant to the Fannie Mae Lender Contract on account of Purchased Servicing Advance Receivables with respect to which the Servicer has made or will make a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance after the effective date of such Servicer Suspension/Termination Event in accordance with the Fannie Mae Lender Contract shall become null and void and of no further force and effect.

The “ Final Payment Date ” is the date on which Fannie Mae makes its final payment into the Deposit Account for the Purchased Servicing Advance Receivables as to which Fannie Mae is obligated to reimburse the Servicer pursuant to the Fannie Mae Lender Contract and this Agreement.

(iii) If a Servicer Suspension/Termination Event occurs and pursuant to this Section 6(b) Fannie Mae exercises its right to withdraw its Consent, it is expected that the Servicer will continue to process Loan Activity Reports (as defined in the Servicing Guide) and/or requests for expense reimbursement relating to Purchased Servicing Advance Receivables in accordance with the Servicing Guide, or that the Indenture Trustee (or its designee, which may be the Administrative Agent, as defined in the Indenture) will attempt to arrange with any third‑party successor servicer to process such Loan Activity Reports and/or requests for expense reimbursement relating to Purchased Servicing Advance Receivables made before the Servicer Suspension/Termination Event. Fannie Mae will permit the Servicer or the Indenture Trustee (or its designee), as applicable, to submit to Fannie Mae Loan Activity Reports and/or requests for expense reimbursement relating to any Purchased Servicing Advance Receivables as to which the Servicer has made a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance in accordance with the Fannie Mae Lender Contract on or before the effective date of such Servicer Suspension/Termination Event.

Fannie Mae shall cease making payments to the Deposit Account following a Servicer Suspension/Termination Event described in this Section. In order to have Fannie Mae process claims for reimbursement following the Servicer Suspension/Termination Event, the Indenture Trustee (or its designee, which may be the Administrative Agent) shall provide to Fannie Mae (A) a summary report detailing the outstanding advance balances by Fannie Mae loan number, broken out by P&I Delinquency Advances, T&I Escrow Advances and Corporate Servicing Advances (as such terms are described in Recital A of this Agreement) and (B) wiring instructions identifying where Fannie Mae is to make payments related to Purchased Servicing Advance Receivables following the Servicer Suspension/Termination Event (the “ New Wire Instructions ”). The information described in the preceding sentence shall be sent to Fannie Mae at the notice addresses identified in Section 8, with copies to (x) Customer Account Risk Management at tracy_l_glascoe@fanniemae.com and (y) Special Assets Advance Solution at advance facilities data@fanniemae.com. Following Fannie Mae’s receipt of the information described in the second sentence of this paragraph and its reconciliation of the information contained in the summary report and processing of the New Wire

Instructions, Fannie Mae shall make payments related to Purchased Servicing Advance Receivables pursuant to the New Wire Instructions. The Servicer acknowledges and agrees that, following the occurrence of a Servicer Suspension/Termination Event and Fannie Mae’s receipt of the New Wire Instructions, Fannie Mae shall be authorized to, and shall, make payments related to Purchased Servicing Advance Receivables pursuant to the New Wire Instructions.

The Indenture Trustee (or its designee) will use its reasonable efforts to submit Loan Activity Reports and/or requests for expense reimbursement pursuant to this Section 6(b)(iii) in accordance with the requirements of the Servicing Guide. If, despite its diligence, the Indenture Trustee (or its designee) is unable to obtain and submit the required supporting detail to Fannie Mae within 90 days following the Servicer Suspension/Termination Event, then upon the written request of the Indenture Trustee (or its designee), accompanied by an explanation in reasonable detail of the difficulties the Indenture Trustee (or its designee) is encountering, Fannie Mae will discuss with the Indenture Trustee (or its designee) and reasonably consider possible resolutions of such difficulties. The Indenture Trustee (or its designee) and Fannie Mae will work together to arrive at a plan for the submission of supporting detail and reimbursement of the Purchased Servicing Advance Receivables that is reasonably acceptable to Fannie Mae, as quickly as reasonably practicable.

It is understood that in the absence of a mutually acceptable plan arrived at as quickly as reasonably practicable, the requirements of the Servicing Guide shall continue to govern the submission and reimbursement of the Purchased Servicing Advance Receivables.

If an Insolvency Event (defined below) with respect to the Servicer occurs following the occurrence of a Servicer Suspension/Termination Event, Fannie Mae’s obligations to pay such reimbursements shall be subject to the requirements of the bankruptcy or other court having jurisdiction over the insolvency proceeding.

For the purpose of this Section 6(b) and Section 6(c) of this Agreement, an “Insolvency Event” shall have the same meaning as set forth in the Indenture in effect as of the day of this Agreement and not as such definition may be amended, restated, supplemented, or otherwise modified from time to time without, in each such case, Fannie Mae’s prior written consent.

(iv) Fannie Mae shall have no obligation to the Indenture Trustee or any of the other Transaction Parties relating to any successor servicer’s payment or remittance of the Purchased Servicing Advance Receivables made after the effective date of such Servicer Suspension/Termination Event to the Indenture Trustee or such other Transaction Parties.

(c) Actions Fannie Mae May Take Upon the Occurrence of a Servicer Resignation Event or a Partial Transfer of Servicing Event and Related Matters .

(i) Fannie Mae may, at its option, exercise its right to withdraw its Consent upon the occurrence of a Servicer Resignation Event or a Partial Transfer of Servicing Event (in which case, the Consent shall be withdrawn solely with respect to the mortgage loans subject to the partial transfer) by giving written notice to Servicer, the Depositor, the Issuer, the Indenture Trustee and the Administrative Agent in accordance with Section 8 of this Agreement.

(ii) If Fannie Mae exercises its option to withdraw its Consent:

(A) Such withdrawal of Fannie Mae’s Consent shall apply to any Servicing Advance Receivable with respect to which the Servicer has made or will make a

Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance after the effective date of the Servicer Resignation Event or the Partial Transfer of Servicing Event, as applicable; provided, the Security Interest shall remain in full force and effect and Fannie Mae shall continue to be obligated to reimburse the Servicer pursuant to the Fannie Mae Lender Contract and this Agreement on account of any Purchased Servicing Advance Receivables as to which the Servicer has made or will make a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance in accordance with the Fannie Mae Lender Contract on or before the effective date of the Servicer Resignation Event or the Partial Transfer of Servicing Event, as applicable.

(B) After the effective date of such Servicer Resignation Event or Partial Transfer of Servicing Event, as applicable, the Servicer shall not sell and/or contribute to the Depositor any Subsequent Servicing Advance Receivables with respect to which the Servicer has made or will make a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance, the Depositor shall not sell and/or contribute any such Subsequent Servicing Advance Receivables to the Issuer and the Issuer shall not grant a Security Interest with respect to such Subsequent Servicing Advance Receivables to the Indenture Trustee on behalf of the Secured Parties under the Indenture.

(C) Except with respect to the reimbursements by Fannie Mae to the Servicer described in Section 6(c)(ii)(A), above, related to any Purchased Servicing Advance Receivables as to which the Servicer has made a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance in accordance with the Fannie Mae Lender Contract on or before the effective date of such Servicer Resignation Event or Partial Transfer of Servicing Event, as applicable, and the applicable Final Payment Date, Fannie Mae’s agreement in Section 2 to not set off or net any claims it might have against the Servicer, or payments due from the Servicer, from reimbursements Fannie Mae owes to the Servicer pursuant to the Fannie Mae Lender Contract on account of Purchased Servicing Advance Receivables with respect to which the Servicer has made or will make a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance after the effective date of such Servicer Resignation Event or Partial Transfer of Servicing Event in accordance with the Fannie Mae Lender Contract shall become null and void and of no further force and effect.

(iii) Fannie Mae shall have no obligation to the Indenture Trustee or any of the other Transaction Parties relating to any successor servicer’s payment or remittance of the Purchased Servicing Advance Receivables made after the effective date of such Servicer Resignation Event or Partial Transfer of Servicing Event to the Indenture Trustee or such other Transaction Parties.

(iv) If a Servicer Resignation Event occurs and pursuant to this Section 6(c) Fannie Mae exercises its right to withdraw its Consent, it is expected that the Servicer will continue to process Loan Activity Reports (as defined in the Servicing Guide) and/or requests for expense reimbursement relating to Purchased Servicing Advance Receivables in accordance with the Servicing Guide, or that the Indenture Trustee (or its designee, which may be the Administrative Agent, as defined in the Indenture) will attempt to arrange with any third‑party successor servicer to process such Loan Activity Reports and/or requests for expense reimbursement relating to Purchased Servicing Advance Receivables made before the Servicer Resignation Event. Fannie Mae will permit the Servicer or the Indenture Trustee (or its designee), as applicable, to submit to Fannie Mae Loan Activity Reports and/or requests for expense reimbursement relating to any

Purchased Servicing Advance Receivables as to which the Servicer has made a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance in accordance with the Fannie Mae Lender Contract on or before the effective date of such Servicer Resignation Event.

Fannie Mae shall cease making payments to the Deposit Account following a Servicer Resignation Event described in this Section. In order to have Fannie Mae process claims for reimbursement following the Servicer Resignation Event, the Indenture Trustee (or its designee, which may be the Administrative Agent) shall provide to Fannie Mae (A) a summary report detailing the outstanding advance balances by Fannie Mae loan number, broken out by P&I Delinquency Advances, T&I Escrow Advances and Corporate Servicing Advances (as such terms are described in Recital A of this Agreement) and (B) wiring instructions identifying where Fannie Mae is to make payments related to Purchased Servicing Advance Receivables following the Servicer Resignation Event (the “ New Wire Instructions ”). The information described in the preceding sentence shall be sent to Fannie Mae at the notice addresses identified in Section 8, with copies to (x) Customer Account Risk Management at tracy_l_glascoe@fanniemae.com and (y) Special Assets Advance Solution at advance facilities data@fanniemae.com. Following Fannie Mae’s receipt of the information described in the second sentence of this paragraph and its reconciliation of the information contained in the summary report and processing of the New Wire Instructions, Fannie Mae shall make payments related to Purchased Servicing Advance Receivables pursuant to the New Wire Instructions. The Servicer acknowledges and agrees that, following the occurrence of a Servicer Resignation Event and Fannie Mae’s receipt of the New Wire Instructions, Fannie Mae shall be authorized to, and shall, make payments related to Purchased Servicing Advance Receivables pursuant to the New Wire Instructions.

The Indenture Trustee (or its designee) will work diligently to submit Loan Activity Reports and/or requests for expense reimbursement pursuant to this Section 6(c)(iv) in accordance with the requirements of the Servicing Guide. If, despite its diligence, the Indenture Trustee (or its designee) is unable to obtain and submit the required supporting detail to Fannie Mae within 90 days following the Servicer Resignation Event, then upon the written request of the Indenture Trustee (or its designee), accompanied by an explanation in reasonable detail of the difficulties the Indenture Trustee (or its designee) is encountering, Fannie Mae will discuss with the Indenture Trustee (or its designee) and reasonably consider possible resolutions of such difficulties. The Indenture Trustee (or its designee) and Fannie Mae will work together to arrive at a plan for the submission of supporting detail and reimbursement of the Purchased Servicing Advance Receivables that is reasonably acceptable to Fannie Mae, as quickly as reasonably practicable.

If an Insolvency Event with respect to the Servicer occurs following the occurrence of a Servicer Resignation Event, Fannie Mae’s obligations to pay such reimbursements shall be subject to the requirements of the bankruptcy or other court having jurisdiction over the insolvency proceeding.

(v) In the case of a Partial Transfer of Servicing Event, such Consent shall not be withdrawn, the Security Interest shall remain in full force and effect, and Fannie Mae shall continue to be obligated to reimburse the Servicer pursuant to the Fannie Mae Lender Contract and this Agreement on account of Purchased Servicing Advance Receivables with respect to mortgage loans as to which servicing rights have not been transferred.

(d) Actions Fannie Mae May Take Upon the Occurrence of an Anniversary Event and Related Matters .

(i) Fannie Mae may, at its option, exercise its right to withdraw its Consent upon the occurrence of an Anniversary Event by giving written notice to the Servicer, the Depositor, the Issuer, the Indenture Trustee and the Administrative Agent in accordance with Section 8 of this Agreement on or before the thirtieth day before an Anniversary Event occurs.

(ii) If Fannie Mae exercises its option to withdraw its Consent:

(A) Such withdrawal of Fannie Mae’s Consent shall apply to any Servicing Advance Receivable with respect to which the Servicer has made or will make a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance after the Anniversary Event Cut Off Date (defined below); provided that the Security Interest shall remain in full force and effect and Fannie Mae shall continue to be obligated to reimburse the Servicer pursuant to the Fannie Mae Lender Contract and this Agreement on account of any Purchased Servicing Advance Receivable as to which the Servicer has made or will make a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance in accordance with the Fannie Mae Lender Contract on or before the last day of the third calendar month following the calendar month in which the applicable anniversary date occurs (the “ Anniversary Event Cut Off Date ”).

(B) After the Anniversary Event Cut Off Date, the Servicer shall not sell and/or contribute to the Depositor any Subsequent Servicing Advance Receivables with respect to which the Servicer has made or will make a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance, the Depositor shall not sell and/or contribute any such Subsequent Servicing Advance Receivables to the Issuer and the Issuer shall not grant a Security Interest with respect to such Subsequent Servicing Advance Receivables to the Indenture Trustee on behalf of the Secured Parties under the Indenture.

(C) Except with respect to the reimbursements by Fannie Mae to the Servicer described in Section 6(d)(ii)(A), above, related to any Purchased Servicing Advance Receivables as to which the Servicer has made a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance in accordance with the Fannie Mae Lender Contract on or before the Anniversary Event Cut Off Date, after the Anniversary Event Cut Off Date and the applicable Final Payment Date, Fannie Mae’s agreement in Section 2 to not set off or net any claims it might have against the Servicer, or payments due from the Servicer, from reimbursements Fannie Mae owes to the Servicer pursuant to the Fannie Mae Lender Contract on account of Purchased Servicing Advance Receivables with respect to which the Servicer has made or will make a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance after the Anniversary Event Cut Off Date in accordance with the Fannie Mae Lender Contract shall become null and void and of no further force and effect.

(e) Actions Fannie Mae May Take Upon the Occurrence of a Financial Trigger Event or a Collateral Termination Event and Related Matters .

(i) Fannie Mae may, at its option, exercise its right to withdraw its Consent upon the occurrence of a Financial Trigger Event or a Collateral Termination Event (each, a

“ Termination Event ”) by giving written notice to the Servicer, the Depositor, the Issuer, the Indenture Trustee and the Administrative Agent in accordance with Section 8 of this Agreement.

(ii) If Fannie Mae exercises its option to withdraw its Consent:

(A) Such withdrawal of Fannie Mae’s Consent shall apply to any Servicing Advance Receivable with respect to which the Servicer has made or will make a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance after the Termination Event Cut Off Date (defined below); provided that the Security Interest shall remain in full force and effect and Fannie Mae shall continue to be obligated to reimburse the Servicer pursuant to the Fannie Mae Lender Contract and this Agreement on account of any Purchased Servicing Advance Receivables as to which the Servicer has made or will make a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance in accordance with the Fannie Mae Lender Contract on or before the effective date of the Termination Event (the “ Termination Event Cut Off Date ”).

(B) After the Termination Event Cut Off Date, the Servicer shall not sell and/or contribute to the Depositor any Servicing Advance Receivables with respect to which the Servicer has made or will make a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance, the Depositor shall not sell and/or contribute any such Servicing Advance Receivables to the Issuer and the Issuer shall not grant a Security Interest with respect to such Servicing Advance Receivables to the Indenture Trustee on behalf of the Secured Parties under the Indenture.

(C) Except with respect to the reimbursements by Fannie Mae to the Servicer described in Section 6(e)(ii)(A), above, related to any Purchased Servicing Advance Receivables as to which the Servicer has made a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance in accordance with the Fannie Mae Lender Contract on or before the Termination Event Cut Off Date, after the Termination Event Cut Off Date and the applicable Final Payment Date, Fannie Mae’s agreement in Section 2 to not set off or net any claims it might have against the Servicer, or payments due from the Servicer, from reimbursements Fannie Mae owes to the Servicer pursuant to the Fannie Mae Lender Contract on account of Purchased Servicing Advance Receivables with respect to which the Servicer has made or will make a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance after the Termination Event Cut Off Date in accordance with the Fannie Mae Lender Contract shall become null and void and of no further force and effect.

(iii) The occurrence of any of the following shall constitute a “ Financial Trigger Event ”:

(A) the Servicer fails to maintain a Lender Adjusted Net Worth/Total Assets ratio (as defined in the Selling Guide) of at least 10%;

(B) the Servicer fails to meet all of Fannie Mae’s requirements relating to a lender’s minimum net worth, a decline in Lender’s Adjusted Net Worth, minimum capital, liquidity, profitability, cross default, repurchase limitation, financial statements and reports, and required servicer rating described in Subpart A4‑2‑01 of the Selling Guide, as

amended from time to time, including the requirement that a lender has a financial condition satisfactory to Fannie Mae; or

(C) a Material Adverse Change occurs with respect to the Servicer. A “ Material Adverse Change ” means the occurrence of an event that would cause a material and adverse change in the financial condition, business, or operation of the Servicer and its parent or subsidiaries, taken as a whole, as a result of any event that disproportionately impacts the Servicer and its parent or subsidiaries relative to similarly‑sized mortgage companies.

(f) Anniversary Event Winding Up Period . If, during an Anniversary Event Winding Up Period (as hereinafter defined), a Termination Event occurs, Fannie Mae shall have the option to exercise its rights and remedies under this Agreement with respect to the occurrence of either the Termination Event or the Anniversary Event by giving written notice to the Servicer, the Depositor, the Issuer, the Indenture Trustee and the Administrative Agent in accordance with Section 8 of this Agreement. The “ Anniversary Event Winding Up Period ” is the period commencing on the day Fannie Mae gives written notice of the occurrence of an Anniversary Event pursuant to Section 6(d)(i), of this Agreement and ending on the Anniversary Event Cut Off Date.

If Fannie Mae elects to exercise its rights and remedies under this Agreement with respect to the occurrence of the Termination Event, Section 6(e) of this Agreement shall apply with the same force and effect as if the Anniversary Event had not occurred. If Fannie Mae elects to continue to exercise its rights and remedies under this Agreement with respect to the occurrence of the Anniversary Event, Section 6(d) of this Agreement shall continue to apply with the same force and effect as if the Termination Event had not occurred.

7. Event of Default . The Issuer hereby instructs the Indenture Trustee to, and the Indenture Trustee hereby accepts such instruction and agrees that it shall, upon receipt of written notice of an Event of Default under the Indenture or any other Transaction Document, immediately provide Fannie Mae with notice of the occurrence of such Event of Default.

8. Notices . Any notice or other communication to Fannie Mae pursuant to this Agreement shall be in writing and delivered by hand, electronic mail (with confirmation), overnight express or similar service (fees prepaid), or first‑class United States registered or certified mail with return receipt requested (postage prepaid), to Fannie Mae at the address (which may be changed by written notice) shown below. The Transaction Parties request that any communication from Fannie Mae to any Transaction Party, as applicable, be given in the same manner, and under the same procedures, as provided above, with the Transaction Parties’ addresses for such purpose, and related information, being as shown below.


FANNIE MAE:	Fannie Mae 3900 Wisconsin Avenue, N.W. Washington, D.C. 20016 Attention: SVP and Chief Credit Officer for Single-Family Email: carlos_t_perez@fanniemae.com


With a copy to:	Fannie Mae 3900 Wisconsin Avenue, N.W. Washington, D.C. 20016 Attention: Mark Bickert, Vice President Email: mark_s_bicker@fanniemae.com


SERVICER:	Ditech Financial LLC 1100 Virginia Drive, Suite 100A,

Ft. Washington, PA 19034
Attention: Cheryl Collins, SVP & Treasurer
Telephone: 651‑293‑3410
Email: cheryl.collins@gtservicing.com


With a copy to:	Ditech Financial LLC 1100 Virginia Drive, Suite 100A,

Ft. Washington, PA 19034
Attention: General Counsel


DEPOSITOR:	Ditech Agency Advance Depositor LLC 1100 Virginia Drive, Suite 100A,

Ft. Washington, PA 19034
Attention: Cheryl Collins, SVP & Treasurer
Telephone: 651‑293‑3410
Email: cheryl.collins@gtservicing.com


ISSUER:	Ditech Agency Advance Trust c/o Wilmington Trust, National Association, as Owner Trustee Rodney Square North, 1100 North Market Street Wilmington, DE 19890


With a copy to:	Ditech Financial LLC 1100 Virginia Drive, Suite 100A,

Ft. Washington, PA 19034
Telephone: 651‑293‑3410
Email: cheryl.collins@gtservicing.com

Ditech Financial LLC
1100 Virginia Drive, Suite 100A,

Ft. Washington, PA 19034
Attention: General Counsel


INDENTURE TRUSTEE:	Wells Fargo Bank, N.A. 9062 Old Annapolis Road Columbia, MD 21045‑1951 Attention: Corporate Trust Services, Ditech Agency Advance Trust Telephone: (410) 884‑2000 Email: TrustAdministrationGroup@wellsfargo.com


ADMINISTRATIVE AGENT:	Credit Suisse First Boston Mortgage Capital LLC c/o Credit Suisse Securities (USA) LLC One Madison Avenue, 9th Floor,

New York, NY 10010

9. Reliance . Fannie Mae shall be fully protected in acting or relying upon, and shall have no duty or obligation to verify the truth, accuracy, authenticity, validity, or legal sufficiency of any written notice, direction, request, waiver, consent, receipt, or other paper or document which Fannie Mae in good faith believes to be genuine and to have been signed or presented by the respective Transaction Party pursuant to its rights under the Transaction Documents and this Agreement.

10. Indemnification by the Secured Parties .

(a) The Administrative Agent shall indemnify and hold harmless Fannie Mae against all losses, claims, actions, liabilities, damages, judgments, costs, and expenses (including attorneys’ fees and expenses) (collectively, “ Losses ”) arising or resulting from: (i) any present or future act or omission of Fannie Mae taken or not taken on behalf of such Transaction Party in compliance with this Agreement, (ii) any past, present, or future act, error, breach or omission of such Transaction Party with regards to this Agreement or the Transaction Documents, or (iii) any dispute regarding the payment of any Servicing Advance Receivables.

(b) Notwithstanding Section 10(a), the Administrative Agent is not responsible for any Losses: (i) of the Servicer to Fannie Mae under the Fannie Mae Lender Contract except to the extent such Transaction Party assumes the Secured Obligations or (ii) arising from the gross negligence or willful misconduct of Fannie Mae.

11. Indemnification by the Servicer . The Servicer shall indemnify and hold harmless Fannie Mae against any and all losses, claims, lawsuits, actions, liabilities, damages, judgments, costs, and expenses arising or resulting from: (i) any present or future act or omission of Fannie Mae with respect to the Servicer, the Depositor or the Issuer in compliance with this Agreement or (ii) any past, present, or future act, error, breach or omission of the Servicer, the Indenture Trustee or any other Transaction Party pursuant or with respect to this Agreement or the Transaction Documents. Notwithstanding the foregoing, the Servicer is not responsible for, and is not indemnifying and holding Fannie Mae harmless against any liability, obligation, duty or responsibility of any kind whatsoever arising from the gross negligence or willful misconduct of Fannie Mae with respect to this Agreement.

12. Representations and Warranties of the Servicer . The Servicer hereby warrants, represents, and confirms to Fannie Mae the following:

(a) The Security Interest is the only outstanding and existing interest that the Servicer has granted or caused to be granted to the Indenture Trustee, or any other party, in the Servicing Advance Receivables; and the Transaction Documents are the sole outstanding and existing agreements or instruments containing any grant by the Servicer of any interest in the Servicing Advance Receivables.

(b) The execution and delivery of this Agreement will not violate any provision of law or regulation applicable to the Servicer, any order of any court or other agency of government or any agreement or other instrument to which the Servicer is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument.

(c) The Servicer has duly executed and delivered the Transaction Documents to which it is a party and this Agreement. The grant of a Security Interest in the Servicing Advance

Receivables to the Indenture Trustee, pursuant to the Transaction Documents, and the Servicer’s execution (and the delivery) of the Transaction Documents to which it is a party and this Agreement, has each been duly authorized and: (i) specifically approved by the board of directors or the equivalent thereof (the “ Board of Directors ”) of the Servicer, and such approval is reflected in the minutes of the meetings of such Board of Directors or pursuant to an appropriate consent or other instrument evidencing approval by the Board of Directors or (ii) approved by an officer of the Servicer who was duly authorized by the Board of Directors to enter into such types of transactions and such authorization is reflected in the minutes of the Board of Directors’ meetings. This Agreement, together with the Transaction Documents and any amendments thereto made in accordance with Section 14 of this Agreement, and any UCC financing statements, constitute the written agreement (the “ Written Agreement ”) governing the Servicer’s grant of a Security Interest in the Servicing Advance Receivables to the Indenture Trustee, pursuant to the Transaction Documents and the matters agreed to in this Agreement, and the Servicer shall continuously maintain all components of the Written Agreement as an official record of the Servicer (or any successor thereto).

(d) The Servicer has taken any and all action necessary to ensure the accuracy of the representations and warranties contained in this Section 12.

13. Representations and Warranties of the Indenture Trustee . The Indenture Trustee hereby warrants, represents, and confirms to Fannie Mae the following:

(a) The execution and delivery of this Agreement will not violate any provision of law or regulation applicable to the Indenture Trustee, any order of any court or other agency of government or any agreement or other instrument to which the Indenture Trustee is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, provided, that the representations contained in this Section 13(a) are made for the sole purpose of preventing the Indenture Trustee from raising any such violation, breach, conflict, or default as a defense to the enforceability of this Agreement.

(b) Wells Fargo Bank, N.A., not in its individual capacity but solely as Indenture Trustee, has, at the direction and instruction of the Issuer, duly executed and delivered the Transaction Documents and this Agreement. The Indenture Trustee is duly organized, validly existing and in good standing as a national banking association under the laws of the United States with power and authority to conduct its business as such business is currently conducted. The Indenture Trustee has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Indenture Trustee by all necessary corporate action.

14. Representations and Warranties of Credit Suisse . Credit Suisse hereby warrants, represents, and confirms to Fannie Mae the following:

(a) The execution and delivery of this Agreement will not violate any provision of law or regulation applicable to Credit Suisse, in its capacity as Administrative Agent, any order of any court or other agency of government or any agreement or other instrument to which Credit Suisse, in its capacity as Administrative Agent, is bound, or be in conflict with, result in a breach

of, or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, provided, that the representations contained in this Section 14(a) are made for the sole purpose of preventing the Credit Suisse, in its capacity as Administrative Agent, from raising any such violation, breach, conflict, or default as a defense to the enforceability of this Agreement.

(b) Credit Suisse, in its capacity as Administrative Agent, has duly executed and delivered the Transaction Documents and this Agreement. Credit Suisse is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Delaware with power and authority to conduct its business as such business is currently conducted. Credit Suisse, in its capacity as Administrative Agent, has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by Credit Suisse, in its capacity as Administrative Agent, by all necessary limited liability company action.

15. Amendments . The Transaction Documents may be amended without the consent of Fannie Mae in accordance with the terms and conditions of the Transaction Documents, provided that the Indenture Trustee and the Servicer each hereby agree that each of the representations and warranties contained in Sections 12(b), 12(c), 13(a), 13(b), 14(a) and 14(b) of this Agreement shall be applicable to any such amendment. Notwithstanding the foregoing, without the prior written consent of Fannie Mae, the Transaction Parties shall not make any amendment to the Transaction Documents which:

(a) materially and adversely affects the Servicer’s ability to service (i) the mortgage loans identified by Seller/Servicer Number and by MBS Pool Number on Exhibit A attached and (ii) such additional mortgage loans as may be made a part of this Agreement pursuant to Section 16 hereof, in each case as required by the Fannie Mae Servicing Guide, including, without limitation, the requirements relating to the Servicer’s making Delinquent MBS Mortgage Repurchase Advances, Delinquency Advances and/or Servicing Advances; or

(b) results in Fannie Mae having to change its processes relating to the reimbursement of Delinquent MBS Mortgage Repurchase Advances, Delinquency Advances and/or Servicing Advances.

16. Secured Parties Under the Indenture .

The Secured Parties under the Indenture, including holders of the Notes and participants in such Notes, shall benefit under the Transaction Documents and this Agreement solely through the Indenture Trustee and any such Secured Parties shall not be third party beneficiaries of this Agreement. Fannie Mae shall have no direct liability to any such Secured Parties under the Indenture. The Indenture Trustee hereby represents, warrants, and confirms to Fannie Mae that pursuant to the direction provided by the Issuer: (i) the Indenture Trustee has the authority to enter into this Agreement on behalf of such Secured Parties under the Indenture, including holders of the Notes and participants in such Notes, (ii) this Agreement, the Transaction Documents, and any amendments thereto, shall be binding on such parties as if they were original signatories thereto and hereto, and (iii) the Indenture Trustee shall have the authority and duty to act exclusively for such parties with respect to Fannie Mae.

17. Identification of Mortgage Loans . This Agreement relates solely to the Servicing Advance Receivables relating to the mortgage loans identified on Exhibit A and additional mortgage loans that may be added to Exhibit A and become a part of this Agreement only upon the consent of Fannie Mae in its sole discretion.

18. Fannie Mae’s Right to Perform Due Diligence Activities . Until the occurrence of the Final Payment Date:

(a) The Servicer shall make available or cause the Indenture Trustee to make available to Fannie Mae each Determination Date Administrator Report, each Interim Payment Date Report and Payment Date Report delivered pursuant to Article III of the Indenture from and after the date hereof. The Servicer shall be responsible for any reasonable costs and expenses associated with providing Fannie Mae such reports.

(b) Fannie Mae shall also have the right from time to time to perform due diligence activities (“ Due Diligence ”) relating to the Purchased Servicing Advance Receivables during business hours upon reasonable notice and request to the Servicer. Promptly upon Fannie Mae’s (or its agent’s) advance request, the Servicer is required to provide reasonable access during business hours to its systems, personnel, books and records whether stored in tangible or electronic form. The Servicer shall bear all reasonable costs and expenses of Fannie Mae associated with such Due Diligence, including, without limitation, third‑party vendor fees.

(c) The Servicer acknowledges and agrees that the Due Diligence may include Fannie Mae (or its agent) making inquiries to the Depositor, the Issuer, the Indenture Trustee and/or the Administrative Agent, and the Servicer hereby authorizes each of the Depositor, the Issuer, the Indenture Trustee and/or the Administrative Agent to disclose from time to time to Fannie Mae such information that Fannie Mae may reasonably request. The Servicer shall give, execute, and deliver, or cause or permit to be given, executed, and delivered, any instrument, document, agreement, letter of direction, consent, waiver, or other paper, as reasonably requested by Fannie Mae, that may be necessary or desirable in order to enable Fannie Mae to exercise and enforce its rights under this Section 18.

This Section 18 shall survive the termination of this Agreement if and for so long as Fannie Mae is obligated to reimburse the Indenture Trustee, the Administrative Agent, on behalf of the Secured Parties, for any Purchased Servicing Advance Receivable subject to reimbursement by Fannie Mae pursuant to the Fannie Mae Lender Contract.

19. Choice of Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law principles. (other than Section 5‑1401 of the New York General Obligations Law).

20. Counterparts . This Agreement may be executed in counterparts, each of which is fully effective as an original and all of which together constitute one and the same instrument.

21. Owner Trustee and Indenture Trustee .

(a) It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust, National Association, not individually

or personally, but solely as Owner Trustee of the Issuer under the trust agreement for the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking and agreement by Wilmington Trust, National Association but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer hereunder.

(b) It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wells Fargo Bank, N.A., not individually or personally, but solely as Indenture Trustee of behalf of and at the direction of the Issuer, (b) each of the Indenture Trustee’s representations, undertakings and agreements herein are made on behalf of the Secured Party (as defined in the Indenture) and are made and intended not as a personal representation, undertaking or agreement by the Indenture Trustee, and (c) under no circumstances shall the Indenture Trustee be liable for the payment of any obligation or be liable (absent the Indenture Trustee’s willful misconduct, fraud or gross negligence) for the breach or failure of any obligation or covenant made or undertaken by it under this Agreement.

IN WITNESS WHEREOF, the Servicer, the Depositor, the Issuer, the Indenture Trustee, the Administrative Agent and Fannie Mae have executed and delivered this Agreement as of the date first above written.

DITECH FINANCIAL LLC,
as Servicer

By: /s/ Cheryl Collins
    Name: Cheryl Collins
    Title: SVP & Treasurer

DITECH AGENCY ADVANCE DEPOSITOR LLC,
as Depositor

By: /s/ Cheryl Collins
    Name: Cheryl Collins
    Title: SVP & Treasurer

DITECH AGENCY ADVANCE TRUST, as Issuer

By:    Wilmington Trust, National Association, not in
    its individual capacity but solely as Owner
    Trustee

By: /s/ Rachel Simpson
    Name: Rachel Simpson
    Title: Vice President

WELLS FARGO BANK, N.A., not in its individual capacity but solely as Indenture Trustee

By: /s/ Mark DeFabio
    Name: Mark DeFabio
    Title: Vice President

1" = "1" "ACTIVE 226523331v.4" "" ACTIVE 226523331v.4

CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as Administrative Agent

By: /s/ Margaret Dellafera
    Name: Margaret Dellafera
    Title: Vice President

FANNIE MAE:

By: /s/ Joseph A. Grimes III
    Name: Joseph A. Grimes III
    Title: V.P. Third Party Risk Management & MSR Financing

Exhibit A to Acknowledgment Agreement
With Respect to Servicing Advance Receivables
Dated as of February 9, 2018, and effective as of February 12, 2018, among
Ditech Financial LLC, Ditech Agency Advance Trust,
Ditech Agency Advance Depositor LLC, Wells Fargo Bank, N.A., Credit Suisse First Boston Mortgage Capital LLC
and Fannie Mae

All mortgage loans serviced for Fannie Mae by Servicer under the Fannie Mae Lender Contract using the Fannie Mae Seller/Servicer numbers identified below:



PORTFOLIO	SELLER/SERVICER #
FNMA BAC 154	261840154
FNMA Everbank 235	261840235
FNMA FLAGSTAR	261840103
FNMA FRANKLIN BANK	261840065
FNMA Green Tree Servicing LLC	261840006
FNMA NATCITY	261840057
FNMA OPTION ONE	261840022
FLAGSTAR	261840170
JP MORGAN CHASE BANK, NA	261840189
SECURITY ONE LENDING	261840219
FLAGSTAR BANK	261840227
CITI MORTGAGE, INC.	261840278
CITI MORTGAGE, INC.	261840286
CITI MORTGAGE, INC.	261840294
CITI MORTGAGE, INC.	261840308

Exh. A‑1

Exhibit B to Acknowledgment Agreement
With Respect to Servicing Advance Receivables
Dated as of February 9, 2018, and effective as of February 12, 2018, among
Ditech Financial LLC, Ditech Agency Advance Trust,
Ditech Agency Advance Depositor LLC, Wells Fargo Bank, N.A., Credit Suisse First Boston Mortgage Capital LLC
and Fannie Mae

Deposit Account:

Ditech Financial LLC (Wire Instructions)

Bank of America
100 N. Tryon Street
Charlotte, NC 28255
ABA# 026009593
Ditech Financial LLC
345 St. Peter Street
St. Paul, MN 55102
Account# 1257813493

Ditech Financial LLC (ACH Instructions)

Bank of America
100 N. Tryon Street
Charlotte, NC 28255
ABA# 121000358
Ditech Financial LLC
345 St. Peter Street
St. Paul, MN 55102
Account# 1257813493

Exh. B‑1

Exhibit 10.26.4

EXECUTION VERSION

INDENTURE

DITECH AGENCY ADVANCE TRUST,

as Issuer

and

WELLS FARGO BANK, N.A.,

as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary

and

DITECH FINANCIAL LLC,

as Servicer and as Administrator,

and

CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC,
as Administrative Agent

Dated as of February 9, 2018, and effective as of February 12, 2018

____________________

DITECH AGENCY ADVANCE TRUST
ADVANCE RECEIVABLES BACKED NOTES, ISSUABLE IN SERIES

TABLE OF CONTENTS

Page

Article I

Definitions and Other Provisions of General Application...........................5

Section 1.1. Definitions..............................................................................................5

Section 1.2. Interpretation........................................................................................45

Section 1.3. Compliance Certificates and Opinions................................................46

Section 1.4. Form of Documents Delivered to Indenture Trustee...........................46

Section 1.5. Acts of Noteholders.............................................................................47

Section 1.6. Notices, etc., to Indenture Trustee, Issuer, Administrator and the

Administrative Agent...........................................................................48

Section 1.7. Notices to Noteholders; Waiver...........................................................48

Section 1.8. Administrative Agent...........................................................................49

Section 1.9. Effect of Headings and Table of Contents...........................................50

Section 1.10. Successors and Assigns......................................................................50

Section 1.11. Severability of Provisions..................................................................50

Section 1.12. Benefits of Indenture..........................................................................51

Section 1.13. Governing Law...................................................................................51

Section 1.14. Counterparts.......................................................................................51

Section 1.15. Submission to Jurisdiction; Waivers..................................................51

Section 1.16. [Reserved]..........................................................................................52

Section 1.17. Notices to S&P...................................................................................52

Article II

The Trust Estate.........................................................................................52

Section 2.1. Contents of Trust Estate......................................................................52

Section 2.2. Receivable Files..................................................................................54

Section 2.3. Indemnity Payments for Receivables Upon Breach...........................55

Section 2.4. Duties of Custodian with Respect to the Receivables Files...............56

Section 2.5. Application of Trust Money...............................................................57

Article III

Administration of Receivables; Reporting to Investors............................57

Section 3.1. Duties of the Calculation Agent..........................................................57

Section 3.2. Reports by Administrator and Indenture Trustee................................61

Section 3.3. Annual Statement as to Compliance; Agreed Upon Procedures

Reports.................................................................................................65

Section 3.4. Access to Certain Documentation and Information............................68

Section 3.5. Indenture Trustee to Make Reports Available....................................69

Article IV

The Trust Accounts; Payments..................................................................70

Section 4.1. Trust Accounts....................................................................................70

Section 4.2. Collections and Disbursements of Advances by Servicer..................72

Section 4.3. Funding of Receivables......................................................................74

Section 4.4. Interim Payment Dates.......................................................................79

Section 4.5. Payment Dates....................................................................................80

Section 4.6. Series Reserve Account......................................................................85

Section 4.7. Collection and Funding Account, Interest Accumulation Account, Fee

Accumulation Account, Target Amortization Principal Accumulation

Account and Sinking Fund Accounts.................................................86

Section 4.8. Note Payment Account.......................................................................87

Section 4.9. Securities Accounts............................................................................88

Section 4.10. Notice of Adverse Claims................................................................90

Section 4.11. No Gross Up.....................................................................................90

Section 4.12. Full Amortization Period; Target Amortization Events...................91

Article V

Note Forms...............................................................................................91

Section 5.1. Forms Generally.................................................................................91

Section 5.2. Forms of Notes...................................................................................92

Section 5.3. Form of Indenture Trustee’s Certificate of Authentication................93

Section 5.4. Book-Entry Notes...............................................................................93

Section 5.5. Beneficial Ownership of Global Notes..............................................95

Section 5.6. Notices to Depository.........................................................................95

Article VI
The Notes.................................................................................................96

Section 6.1. General Provisions; Notes Issuable in Series; Terms of a Series or

Class Specified in an Indenture Supplement......................................96

Section 6.2. Denominations....................................................................................98

Section 6.3. Execution, Authentication and Delivery and Dating..........................98

Section 6.4. Temporary Notes................................................................................99

Section 6.5. Registration, Transfer and Exchange..................................................99

Section 6.6. Mutilated, Destroyed, Lost and Stolen.............................................106

Section 6.7. Payment of Interest; Interest Rights Preserved; Withholding Taxes.107

Section 6.8. Persons Deemed Owners...................................................................107

Section 6.9. Cancellation.......................................................................................108

Section 6.10. New Issuances of Notes...................................................................108

Article VII
Satisfaction and Discharge; Cancellation of Notes Held by the Issuer or

Depositor or Receivables Seller............................................................111

Section 7.1. Satisfaction and Discharge of Indenture..........................................111

Section 7.2. Application of Trust Money.............................................................111

Section 7.3. Cancellation of Notes Held by the Issuer, the Depositor or the

Receivables Seller............................................................................112

Article VIII

Events of Default and Remedies.............................................................112

Section 8.1. Events of Default..............................................................................112

Section 8.2. Acceleration of Maturity; Rescission and Annulment.....................114

Section 8.3. Collection of Indebtedness and Suits for Enforcement by Indenture

Trustee...............................................................................................115

Section 8.4. Indenture Trustee May File Proofs of Claim.....................................116

Section 8.5. Indenture Trustee May Enforce Claims Without Possession of

Notes.....................................116

Section 8.6. Application of Money Collected.......................................................116

Section 8.7. Sale of Collateral Requires Consent of Series Required Noteholders

...........................................................................................................117

Section 8.8. Noteholders Have the Right to Direct the Time, Method and Place of Conducting Any Proceeding for Any Remedy Available to the

Indenture Trustee...............................................................................117

Section 8.9. Limitation on Suits............................................................................117

Section 8.10. Unconditional Right of Noteholders to Receive Amounts Due with

Respect to the Notes; Limited Recourse..........................................118

Section 8.11. Restoration of Rights and Remedies...............................................118

Section 8.12. Rights and Remedies Cumulative...................................................118

Section 8.13. Delay or Omission Not Waiver.......................................................118

Section 8.14. Control by Noteholders...................................................................119

Section 8.15. Waiver of Past Defaults...................................................................119

Section 8.16. Sale of Trust Estate..........................................................................119

Section 8.17. Undertaking for Costs......................................................................120

Section 8.18. Waiver of Stay or Extension Laws..................................................121

Section 8.19. Notice of Waivers............................................................................121

Article IX

The Issuer................................................................................................121

Section 9.1. Representations and Warranties of Issuer.........................................121

Section 9.2. Liability of Issuer; Indemnities.........................................................125

Section 9.3. Merger or Consolidation, or Assumption of the Obligations, of the

Issuer................................................................................................126

Section 9.4. Issuer May Not Own Notes..............................................................127

Section 9.5. Covenants of Issuer..........................................................................127

Article X

The Administrator and Servicer.............................................................131

iii

Section 10.1. Representations and Warranties of Administrator and Servicer......131

Section 10.2. Covenants of Administrator and Servicer........................................132

Section 10.3. Liability of the Administrator and Servicer; Indemnities................135

Section 10.4. Merger or Consolidation, or Assumption of the Obligations, of the

Administrator or the Servicer..........................................................136

Article XI

The Indenture Trustee...........................................................................137

Section 11.1. Certain Duties and Responsibilities................................................137

Section 11.2. Notice of Defaults; Notice to Fannie Mae......................................138

Section 11.3. Certain Rights of Indenture Trustee................................................139

Section 11.4. Not Responsible for Recitals or Issuance of Notes.........................141

Section 11.5. [Reserved].......................................................................................141

Section 11.6. Money Held in Trust.......................................................................141

Section 11.7. Compensation and Reimbursement, Limit on Compensation,

Reimbursement and Indemnity.......................................................141

Section 11.8. Corporate Indenture Trustee Required; Eligibility.........................143

Section 11.9. Resignation and Removal; Appointment of Successor...................143

Section 11.10. Acceptance of Appointment by Successor....................................145

Section 11.11. Merger, Conversion, Consolidation or Succession to Business...145

Section 11.12. Appointment of Authenticating Agent.........................................145

Section 11.13. Separate Indenture Trustees and Co-Trustees..............................147

Section 11.14. Representations and Covenants of the Indenture Trustee............148

Section 11.15. Indenture Trustee’s Application for Instructions from the Issuer.148

Article XII

Amendments and Indenture Supplements..............................................149

Section 12.1. Supplemental Indentures and Amendments Without Consent of

Noteholders.....................................................................................149

Section 12.2. Supplemental Indentures and Amendments with Consent of

Noteholders.....................................................................................151

Section 12.3. Execution of Amendments..............................................................152

Section 12.4. Effect of Amendments....................................................................152

Section 12.5. Reference in Notes to Indenture Supplements................................152

Article XIII

Early Redemption of Notes...................................................................153

Section 13.1. Optional Redemption......................................................................153

Section 13.2. Notice..............................................................................................154

Article XIV

Miscellaneous.........................................................................................154

Section 14.1. No Petition........................................................................................154

Section 14.2. No Recourse......................................................................................154

Section 14.3. Tax Treatment...................................................................................155

Section 14.4. Alternate Payment Provisions...........................................................155

Section 14.5. Termination of Obligations...............................................................155

Section 14.6. Final Payment....................................................................................155

Section 14.7. Derivative Counterparty, Supplemental Credit Enhancement Provider

and Liquidity Provider as Third-Party Beneficiaries.........................156

Section 14.8. Owner Trustee Limitation of Liability...............................................156

Section 14.9. Communications with Note Rating Agencies....................................157

Section 14.10. Acknowledgement and Consent to Bail-In of EEA Financial

Institutions.........................................................................................157

SCHEDULES AND EXHIBITS


Schedule 1	Designated Servicing Agreement Schedule


Schedule 2	Wire Instructions


Exhibit A-1	Form of Global Rule 144A Note


Exhibit A-2	Form of Definitive Rule 144A Note


Exhibit A-3	Form of Global Regulation S Note


Exhibit A-4	Form of Definitive Regulation S Note


Exhibit B-1	Form of Transferee Certificate for Transfers of Notes pursuant to Rule 144A


Exhibit B-2	Form of Transferee Certificate for Transfer of Notes pursuant to Regulation S


Exhibit C	Agreed Upon Procedures


Exhibit D	Form of additional transferee certification required under Section 6.5(l) and (m) of the Indenture


Exhibit E	Form of additional transferee certification required under Sections 6.5(l) and (n) of the Indenture


Exhibit F-1	Authorized Representatives of the Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary


Exhibit F-2	Authorized Representatives of the Administrator and the Servicer


Exhibit F-3	Authorized Representatives of the Administrative Agent


Exhibit F-4	Authorized Representatives of the Issuer

This INDENTURE (as amended, supplemented, restated, or otherwise modified from time to time, the “ Indenture ”), is made and entered into as of February 9, 2018, and effective as of February 12, 2018 (the “ Closing Date ”), by and among Ditech Agency Advance Trust, a statutory trust organized under the laws of the State of Delaware (the “ Issuer ”), WELLS FARGO BANK, N.A., a national banking association, in its capacity as Indenture Trustee (the “ Indenture Trustee ”), and as Calculation Agent, Paying Agent and Securities Intermediary (in each case, as defined below), DITECH FINANCIAL LLC (formerly known as Green Tree Servicing LLC), a limited liability company organized in the State of Delaware, (“ Ditech ”), as Servicer (as defined below) and as owner of the servicing rights under the Designated Servicing Agreements and as Administrator (as defined below), and CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (“ Credit Suisse ”), a Delaware limited liability company, as Administrative Agent (as defined below).

RECITALS OF THE ISSUER

The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of its Variable Funding and Term Notes to be issued in one or more Series and/or Classes.

As security for the payment and performance by the Issuer of its obligations under this Indenture and the Variable Funding and Term Notes, the Issuer has agreed to assign the Collateral (as defined below) as collateral to the Secured Parties (as defined below).

All things necessary to make this Indenture a valid agreement of the Issuer, in accordance with its terms, have been done.

GRANTING CLAUSE

The Issuer hereby Grants to the Indenture Trustee for the benefit and security of (a) the Noteholders, (b) each Derivative Counterparty, if any, and/or each Supplemental Credit Enhancement Provider, if any, and/or each Liquidity Provider, if any, that is a party to any Derivative Agreement, Supplemental Credit Enhancement Agreement or Liquidity Facility, as applicable, entered into in connection with the issuance of a Series of Notes, in each case to the extent that the related Derivative Agreement, Supplemental Credit Enhancement Agreement or Liquidity Facility expressly states that such Derivative Counterparty, Supplemental Credit Enhancement Provider or Liquidity Provider, as the case may be, is entitled to the benefit of the Collateral, and (c) the Indenture Trustee, in its individual capacity (clauses (a), (b) and (c), each, a “ Secured Party ” and collectively, the “ Secured Parties ”), a security interest in all its right, title and interest in and to the following, whether now owned or hereafter acquired and wheresoever located (collectively, the “ Collateral ”), and all monies, “securities,” “instruments,” “accounts,” “general intangibles,” “payment intangibles,” “goods,” “letter of credit rights,” “chattel paper,” “financial assets,” “investment property” (the terms in quotations are defined in the UCC) and other property consisting of, arising from or relating to any of the following:

(i) all right, title and interest of the Issuer (A) existing as of the Cut-off Date in, to and under the Initial Receivables, and (B) in, to and under any Additional Receivables, and (C) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due thereon, and all amounts received or receivable with respect thereto, and all proceeds thereof (including “proceeds” as defined in the UCC in effect in all relevant jurisdictions (including, without limitation, any proceeds of any Sales)), together with all rights of the Issuer, as the assignee of the Receivables Seller, to enforce such Receivables (and including any Indemnity Payments made with respect to the Receivables for which a payment is made by the Issuer, the Depositor or the Receivables Seller as described in Section 2.3 );

(ii) all rights of the Issuer as purchaser under the Receivables Pooling Agreement and of the Receivables Seller’s rights under the Receivables Sale Agreement, including, without limitation, the Issuer’s rights as assignee of the Depositor’s rights under the Receivables Sale Agreement, including, without limitation, the right to enforce the obligations of the Receivables Seller and the Servicer under the Receivables Sale Agreement with respect to the Receivables;

(iii) the Trust Accounts, and all amounts and property on deposit or credited to the Trust Accounts (excluding investment earnings thereon) from time to time (whether or not constituting or derived from payments, collections or recoveries received, made or realized in respect of the Receivables);

(iv) all rights of the Issuer under any Derivative Agreement or Supplemental Credit Enhancement Agreement;

(v) all right, title and interest of the Issuer as assignee of the Depositor, the Receivables Seller and the Servicer to rights to payment on the Receivables with respect to each Designated Pool under each related Designated Servicing Agreement on the related Sale Dates of the Receivables, and under all related documents, instruments and agreements pursuant to which the Receivables Seller acquired, or acquired an interest in, any of the Receivables;

(vi) all other monies, securities, reserves and other property now or at any time in the possession of the Indenture Trustee or its bailee, agent or custodian and relating to any of the foregoing; and

(vii) all present and future claims, demands, causes and choses in action in respect of any and all of the foregoing and all payments on or under, and all proceeds of every kind and nature whatsoever in respect of, any and all of the foregoing and all payments on or under, and all proceeds of every kind and nature whatsoever in conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

The Security Interest in the Trust Estate is Granted to secure the Notes issued pursuant to this Indenture (and the obligations under this Indenture, any Indenture Supplement and any applicable Derivative Agreement, Supplemental Credit Enhancement Agreement and/or Liquidity Facility) equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, except as otherwise expressly provided in this Indenture or in any Indenture Supplement, and to secure (1) the payment of all amounts due on such Notes (and the obligations under any applicable Derivative Agreement, Supplemental Credit Enhancement Agreement and/or Liquidity Facility) in accordance with their terms, (2) the payment of all other sums payable by the Issuer under this Indenture or any Indenture Supplement and (3) compliance by the Issuer with the provisions of this Indenture or any Indenture Supplement. This Indenture, as it may be supplemented, including by each Indenture Supplement, is a security agreement within the meaning of the UCC.

The Indenture Trustee acknowledges the Grant of such Security Interest, and agrees to perform the duties herein in accordance with the terms hereof. The Indenture Trustee also acknowledges that the Grant of any Security Interest in a Derivative Agreement or Derivative Collateral Account is solely for the purpose of securing the related Series of Notes (and the related obligations under this Indenture, any related Indenture Supplement, such Derivative Agreement and any related Supplemental Credit Enhancement Agreement). Although such Derivative Agreement, the Derivative Collateral Account and the amounts and property on deposit or credited to the Derivative Collateral Account may, in the exercise of remedies under this Indenture and any related Indenture Supplement, be disposed of as provided in this Indenture, any related Indenture

Supplement and such Derivative Agreement, the exercise of remedies under such Derivative Agreement against any such amounts and property in the Derivative Collateral Account shall be strictly in accordance with the terms set forth in such Derivative Agreement.

The Issuer hereby authorizes the Administrator, on behalf of the Issuer and the Indenture Trustee, and its assignees, successors and designees to file one or more UCC financing statements, financing statement amendments and continuation statements to perfect the security interest Granted above. In addition, the Issuer hereby consents to the filing of a financing statement describing the Collateral covered thereby as “all assets of the Debtor, now owned or hereafter acquired,” or such similar language as the Administrator, on behalf of the Indenture Trustee, and its assignees, successors and designees may deem appropriate.

The Issuer hereby irrevocably constitutes and appoints the Indenture Trustee and any officer or agent thereof, effective following the occurrence and during the continuation of an Event of Default, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Issuer and in the name of the Issuer, for the purpose of carrying out the terms of this Indenture and each Indenture Supplement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Indenture, each Indenture Supplement, the Receivables Sale Agreement and the Receivables Pooling Agreement, and, without limiting the generality of the foregoing, the Issuer hereby gives the Indenture Trustee the power and right (1) to take possession of and endorse and collect any wired funds, checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable Granted by the Issuer to the Indenture Trustee from Freddie Mac or Fannie Mae, the Obligors on underlying Mortgage Loans, the Receivables Seller or the Servicer, as the case may be, or out of the related Pools, (2) to file any claim or proceeding in any court of law or equity or take any other action otherwise deemed appropriate by the Indenture Trustee for the purpose of collecting any and all such moneys due from Freddie Mac or Fannie Mae, the Obligors on underlying Mortgage Loans or the Receivables Seller or the Servicer under such Receivable or out of the related Pools whenever payable and to enforce any other right in respect of any Receivable Granted by the Issuer or related to the Trust Estate, (3) to direct Freddie Mac, Fannie Mae or the Servicer to make payment of any and all moneys due or to become due under the Receivable Granted by the Issuer directly to the Indenture Trustee or as the Indenture Trustee shall direct, (4) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due from Freddie Mac, Fannie Mae or the Servicer at any time in respect of or arising out of any Receivable Granted by the Issuer, out of the related Pools, (5) to sign and endorse any assignments, notices and other documents in connection with the Receivables Granted by the Issuer or the Trust Estate, and (6) to sell, transfer, pledge and make any agreement with respect to or otherwise deal with the Receivables Granted by the Issuer and the Trust Estate as fully and completely as though the Indenture Trustee were the absolute owner thereof for all purposes, and do, at the Indenture Trustee’s option and at the expense of the Issuer, at any time, or from time to time, all acts and things which the Indenture Trustee deems necessary to protect, preserve or realize upon the Receivable Granted by the Issuer or the Trust Estate and the Indenture Trustee’s and the Issuer’s respective security interests and ownership interests therein and to effect the intent of this Indenture, all as fully and effectively as the Issuer might do. Nothing contained herein shall in any way be deemed to be a grant of power or authority to the Indenture Trustee or any officer or agent thereof to take any of the actions described in this paragraph with respect to any underlying Obligor under any Mortgage Loan in any Pool, for which an Advance was made.

under the Notes, and to any Derivative Counterparty, Supplemental Credit Enhancement Provider and/or any Liquidity Provider under this Indenture, the related Indenture Supplement and all of the other Transaction Documents. The Indenture Trustee on behalf of the Secured Parties shall have all the rights, powers and privileges of a secured party under the UCC. The Issuer agrees to execute and file all filings (including filings under the UCC) and take all other actions reasonably necessary in any jurisdiction to provide third parties with notice of the Security Interest Granted pursuant to this Indenture and to perfect such Security Interest under the UCC. By their execution of and/or consent to this Indenture and/or acceptance of the Notes and other benefits hereunder, the Issuer hereby directs and the Secured Parties hereby grant the Indenture Trustee authority to enter into and deliver each Consent on behalf of such Secured Parties and act exclusively for such Secured Parties with respect to Fannie Mae and Freddie Mac as such action relates to each Consent, and each Secured Party hereby acknowledges and agrees that each Consent and any amendments thereto shall be binding on such parties as if they were original signatories thereto.

The Security Interest granted pursuant to this Indenture is subject and subordinate, in each and every respect, to all rights, powers, and prerogatives of Freddie Mac under and in connection with (i) the terms and conditions of any Consent Agreement, entered into from time to time following the date hereof, (a “ Consent Agreement ”), with respect to the “Reimbursement Assignments and Pledge” of the “Reimbursement Rights” (as such terms are defined in such Consent Agreement), by and among Freddie Mac, Ditech, Depositor, Issuer, Indenture Trustee, and the Administrative Agent, (ii) the terms and conditions of the Purchase Documents as defined in the Freddie Mac Single Family Seller/Servicer Guide, as it may be amended from time to time, other than as set forth pursuant to the express terms and provisions of the Consent Agreement, and (iii) all claims of Freddie Mac arising out of or relating to any and all breaches, defaults and outstanding obligations of Ditech to Freddie Mac.

The Security Interest described herein are subject and subordinate to all rights, powers, and prerogatives of Fannie Mae under and in connection with (i) the terms and conditions of that certain Acknowledgment Agreement With Respect to Servicing Advance Receivables, by and among Fannie Mae, Ditech, Depositor, Issuer, Indenture Trustee, and the Administrative Agent, and (ii) the Mortgage Selling and Servicing Contract, the Fannie Mae Selling Guide, the Fannie Mae Servicing Guide and any supplemental servicing instructions or directives provided by Fannie Mae, all applicable master agreements (including applicable MBS pool purchase contracts and variances), recourse agreements, repurchase agreements, indemnification agreements, loss‑sharing agreements, and any other agreements between Fannie Mae and Ditech, and all as amended, modified, restated or supplemented from time to time (collectively, the “ Fannie Mae Lender Contract ”), which rights, powers, and prerogatives include, without limitation, the right of Fannie Mae to terminate the Fannie Mae Lender Contract with or without cause.

AGREEMENTS OF THE PARTIES

To set forth or to provide for the establishment of the terms and conditions upon which the Notes are to be authenticated, issued and delivered, and in consideration of the premises and the purchase of Notes by the Noteholders thereof, it is mutually covenanted and agreed as set forth in this Indenture, for the equal and proportionate benefit of all Noteholders of the Notes or of a Series or Class thereof, as the case may be.

LIMITED RECOURSE

The obligation of the Issuer to make payments of principal, interest and other amounts on the Notes and to make payments in respect of any Derivative Agreements, Supplemental Credit Enhancement Agreements or Liquidity Facilities is limited in recourse as set forth in Section 8.10 .

Article I

Definitions and Other Provisions of General Application

Section 1.1. Definitions.

Act : When used with respect to any Noteholder, is defined in Section 1.5 .

Accumulation Account : Any of the Fee Accumulation Account, Interest Accumulation Account or Target Amortization Principal Accumulation Account, as applicable.

Accumulation Amount : Any of the Fee Accumulation Amount, Interest Accumulation Amount or Target Amortization Principal Accumulation Amount, as applicable.

Action : When used with respect to any Noteholder, is defined in Section 1.5 .

Additional Receivables : All Receivables created or acquired on or after the Closing Date which are sold and/or contributed by (i) the Receivables Seller to the Depositor pursuant to the Receivables Sale Agreement and (ii) the Depositor to the Issuer pursuant to the Receivables Pooling Agreement. Any Excepted Receivables or any Receivables (x) created at any time with respect to any Pool or a Mortgage Loan with respect to which Ditech no longer acts at such time as Servicer or (y) sold and/or contributed to the Depositor or the Issuer on or after a Stop Date pursuant to Section 2(c) of the Receivables Sale Agreement or Receivables Pooling Agreement shall not constitute Additional Receivables.

Administration Agreement : The Administration Agreement, dated as of the Closing Date, by and between the Issuer and the Administrator, as amended, supplemented, restated, or otherwise modified from time to time.

Administrative Agent : Credit Suisse or an Affiliate thereof or any successor thereto in respect of the Series of Notes for which it is designated as an Administrative Agent therefor in the related Indenture Supplement and, in respect of any Series, the Person(s) specified in the related Indenture Supplement. Unless the context indicates otherwise in any Indenture Supplement for such Indenture Supplement, each reference to the “Administrative Agent” herein or in any other Transaction Document shall be deemed to constitute a collective reference to each Person that is an Administrative Agent. If (x) any Person that is an Administrative Agent resigns as an Administrative Agent in respect of all Series for which it was designated as the Administrative Agent or (y) all of the Notes in respect of each Series for which any Person was designated as the Administrative Agent are repaid or redeemed in full, such Person shall cease to be an “Administrative Agent” for purposes hereof and each other Transaction Document.

Administrative Expenses : Any amounts due from or accrued for the account of the Issuer with respect to any period for any administrative expenses incurred by the Issuer, including without limitation (i) to any accountants, agents, counsel and other advisors of the Issuer (other than the Owner Trustee) for fees and expenses; (ii) to the rating agencies for fees and expenses in connection with any rating of the Notes; (iii) to any other person in respect of any governmental fee, charge or tax; (iv) to any other Person (other than the Owner Trustee) in respect of any other fees or expenses permitted under this Indenture (including indemnities) and the documents delivered pursuant to or in connection with this Indenture and the Notes; (v) any and all fees and expenses of the Issuer incurred in connection with its entry into and the performance of its obligations under any of the agreements contemplated by this Indenture; (vi) the orderly winding up of the Issuer following the cessation of the transactions contemplated by this Indenture; and (vii) any and all other fees and expenses properly incurred by the Issuer in connection with the transactions contemplated

by this Indenture, but not in duplication of any amounts specifically provided for in respect of the Indenture Trustee, the Owner Trustee, the Administrator or any VFN Noteholder.

Administrator : Ditech in its capacity as the Administrator on behalf of the Issuer and any successor to Ditech in such capacity.

Advance : Any Delinquency Advance, Delinquent MBS Mortgage Repurchase Advance, Escrow Advance or Corporate Advance.

Advance Collection Period : (i) For the first Interim Payment Date or Payment Date, the period beginning on the Cut-off Date and ending at the end of the day before the Determination Date for such Interim Payment Date or Payment Date, and (ii) for each other Interim Payment Date and Payment Date, the period beginning at the opening of business on the most recent preceding Determination Date and ending as of the close of business on the day before the Determination Date for such Interim Payment Date or Payment Date.

Advance Rate : With respect to any Series of Notes, and for any Class within such Series, if applicable, and with respect to any Receivables related to any particular Advance Type (and attributable to any particular Designated Pool, if so specified in the related Indenture Supplement), the percentage specified for such Advance Type (and attributable to such Designated Pool, if applicable) as its “Advance Rate” in the Indenture Supplement for such Series.

Advance Receivable : Any of a Delinquency Advance Receivable, Delinquent MBS Mortgage Repurchase Advance Receivable, Escrow Advance Receivable or Corporate Advance Receivable.

Advance Reimbursement Amount : Any amount which the Servicer or the Indenture Trustee as the Servicer’s assignee, collects on a Mortgage Loan, withdraws from a Custodial Account or receives from Freddie Mac, Fannie Mae or any successor servicer, to reimburse an Advance made by the Servicer with respect to a Designated Pool pursuant to the related Designated Servicing Agreement.

Advance Type : (i) With respect to Freddie Mac Advances, Delinquency Advance Receivables, Judicial Escrow Advance Receivables, Non-Judicial Escrow Advance Receivables, Judicial Corporate Advance Receivables and Non-Judicial Corporate Advance Receivables that are related to Freddie Mac Advances and (ii) with respect to Fannie Mae Advances, Delinquency Advance Receivables, Delinquent MBS Mortgage Repurchase Advance Receivables, Judicial Escrow Advance Receivables, Non-Judicial Escrow Advance Receivables, Judicial Corporate Advance Receivables and Non-Judicial Corporate Advance Receivables that are related to Fannie Mae Advances.

Advance Type Allocation Percentage : For any Series on any date of determination, in respect of any Advance Type of Receivables with a non-zero Advance Rate for such Series and such Advance Type:

(a) as of any date prior to the Full Amortization Period, a percentage obtained by dividing: (i) the Series Invested Amount for such Series divided by (ii) the aggregate of the Series Invested Amounts for all Outstanding Series that provide a non-zero Advance Rate for Receivables of such Advance Type; and

(b) as of any date during the Full Amortization Period, a percentage obtained by dividing: (i) the Series Invested Amount for such Series as of the first day of the Full Amortization Period divided by (ii) the aggregate of the Series Invested Amounts for all Outstanding Series as of the first day of the Full Amortization Period for all Outstanding Series that provide a non-zero Advance Rate for Receivables of such Advance Type.

Advance Type Amount : For any Advance Type of Receivables for any Series that has a non-zero Advance Rate, an amount equal to the product of (a) the Advance Type Allocation Percentage for such Series for such Advance Type of Receivables and (b) the aggregate Receivable Balances of all Receivables of such Advance Type.

Adverse Claim : A lien, security interest, charge, encumbrance or other right or claim of any Person (other than the liens created in favor of the Secured Parties or assigned to the Secured Parties by (i) this Indenture, (ii) the Receivables Pooling Agreement, (iii) the Receivables Sale Agreement or (iv) any other Transaction Document).

Adverse Effect : Whenever used in this Indenture with respect to any Series or Class of Notes and any event, means that such event is likely, at the time of its occurrence, to (i) result in the occurrence of an Event of Default or a Target Amortization Event relating to such Series or Class of Notes, (ii) adversely affect (A) the amount of funds available to be paid to the Noteholders of such Series or Class of Notes or any Derivative Counterparty pursuant to this Indenture for amounts due and owing, (B) the timing of such payments in a material respect or (C) the rights or interests of the Noteholders of such Series or Class, any related Derivative Counterparty, any related Supplemental Credit Enhancement Provider or any related Liquidity Provider on a material basis, (iii) adversely affect the Security Interest of the Indenture Trustee for the benefit of the Secured Parties in the Collateral unless otherwise permitted by this Indenture, or (iv) materially and adversely affect the collectability of the Receivables.

Affiliate : With respect to any specified Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such specified Person.

Aggregate Receivables : As of any date of determination, all Initial Receivables and all Additional Receivables on such date.

Applicable Investor : Each holder of a beneficial interest in any Notes that is (i) a credit institution or investment firm that is subject to regulation by the national authorities of any member state of the EEA or an affiliate subject to supervision on a consolidated basis with such an institution or firm, (ii) an insurer or reinsurer that is subject to regulation by the national authorities of any member state of the EEA, (iii) an undertaking for collective investment in transferable securities (UCITS) that is subject to regulation by the national authorities of any member state of the EEA or (iv) an alternative investment fund to which Directive 2011/61/EU applies.

Applicable Law : As defined in Section 4.1.

Authenticating Agent : Any Person authorized by the Indenture Trustee to authenticate Notes under Section 11.12 .

Authorized Representative : Any Person initially authorized by the Indenture Trustee, Calculation Agent, Paying Agent, Securities Intermediary, Servicer, Administrative Agent or Issuer to give and receive notices, requests and instructions and to deliver certificates in connection with this Indenture and the other Transaction Documents, and whose specimen signature is set forth on Exhibit F-1 , Exhibit F-2 , Exhibit F-3 and Exhibit F-4 hereto, respectively.

Authorized Signatory : With respect to any entity, each Person duly authorized to act as a signatory of such entity at the time such Person signs on behalf of such entity.

Available Funds :

(i) With respect to any Interim Payment Date, all Collections on the Receivables received during the related Advance Collection Period and deposited into the Collection and Funding Account and any other funds of the Issuer that the Issuer (or the Administrator on behalf of the Issuer) identifies to the Indenture Trustee to be treated as “Available Funds” for such Interim Payment Date, plus any amounts released from the Accumulation Accounts on such Interim Payment Date pursuant to Section 4.7(d) ;

(ii) with respect to any Payment Date prior to the Full Amortization Period, the sum of (A) all amounts on deposit in each Accumulation Account ( provided that the amounts on deposit in the Target Amortization Principal Accumulation Account may only be used to pay the Target Amortization Amounts to those Classes that are entitled to receive those amounts in accordance with the related Indenture Supplement) at the close of business on the last Interim Payment Date or Limited Funding Date during the related Monthly Advance Collection Period plus (B) all Collections received during the final Advance Collection Period during the immediately preceding Monthly Advance Collection Period and deposited into the Collection and Funding Account (in each case, adjusted to reflect all deposits and payments on any Funding Date that may occur after the end of such Advance Collection Period, but prior to such Payment Date, and not including any such funds required to be returned to a VFN Noteholder pursuant to this Indenture due to any failure to utilize amounts provided by such VFN Noteholder to use amounts drawn hereunder in a manner permitted hereby), plus (C) any proceeds received by the Issuer under any Supplemental Credit Enhancement Agreement for any Class of Notes (provided that such proceeds may only be used to pay amounts due to those Classes that are entitled to receive those amounts in accordance with the related Indenture Supplement), plus (D) any income derived from Permitted Investments in Trust Accounts that have been established for the benefit of all Series of Notes, plus (E) any proceeds received by the Issuer under any Derivative Agreement for any Class of Notes (provided that such proceeds may only be used to pay amounts due to those Classes that are entitled to receive those amounts in accordance with the related Indenture Supplement and for so long as such Classes of Notes are not repaid in full or refinanced); provided, however, for the avoidance of doubt, any Cap Payment Amounts deposited into the Cap Agreement Account pursuant to the Cap Agreement shall not be considered Available Funds; provided further, for the avoidance of doubt, the Cap Payment Holders shall not have any right to “Available Funds” derived from any Derivative Agreement pursuant to clause (ii)(E) of this definition, plus (F) any other funds of the Issuer that the Issuer (or the Administrator on behalf of the Issuer) identifies to the Indenture Trustee to be treated as “Available Funds” for such Payment Date; and

(iii) with respect to any Payment Date during the Full Amortization Period, the sum of the Series Available Funds for all Series.

Bail-In Action : The exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

Bail-In Legislation : With respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

Bankruptcy Code : The Bankruptcy Reform Act of 1978, 11 U.S.C. §§ 101 et seq. , as amended.

Book-Entry Notes : A note registered in the name of the Depository or its nominee, ownership of which is reflected on the books of the Depository or on the books of a Person maintaining an account with such Depository (directly or as an indirect participant in accordance with the rules of such Depository); provided , that after the occurrence of a condition whereupon Definitive Notes are to be issued to Note Owners, such Book-Entry Notes shall no longer be “Book-Entry Notes.”

Borrowing Capacity : For any VFN on any date, the difference between (i) the related Maximum VFN Principal Balance on such date and (ii) the related VFN Principal Balance on such date.

Business Day : For any Class of Notes, any day other than (i) a Saturday or Sunday or (ii) any other day on which national banking associations or state banking institutions in New York, New York, Ft. Washington, Pennsylvania, Wilmington, Delaware, the city and state where any Corporate Trust Office is located or the Federal Reserve Bank of New York, are authorized or obligated by law, executive order or governmental decree to be closed.

Cap Agreement : For any Series or Class of Notes, as defined in the related Indenture Supplement, if applicable.

Cap Agreement Account : For any Series or Class of Notes, as defined in the related Indenture Supplement, if applicable.

Cap Payment Amounts : For any Series or Class of Notes, as defined in the related Indenture Supplement, if applicable.

Cap Payment Holders : For any Series or Class of Notes, as defined in the related Indenture Supplement, if applicable.

Calculation Agent : The same Person who serves at any time as the Indenture Trustee, or an Affiliate of such Person, as calculation agent pursuant to the terms of this Indenture.

Cease Funding Event : A Cease Funding Event shall have occurred and be continuing on any date of determination if either Freddie Mac or Fannie Mae shall have given written notice to the Servicer that suspends or terminates the Servicer’s right to reimbursement of Delinquency Advance Receivables, Delinquent MBS Mortgage Repurchase Advance Receivables, Escrow Advance Receivables or Corporate Advance Receivables, which termination or suspension was not related to a specific claim submitted for reimbursement, and which suspension or termination continues for a period greater than five (5) Business Days from the date of written notice of such refusal, failure or suspension and continues to exist on such date of determination.

Cease Pre-Funding Notice : As defined in Section 4.3(c).

Certificate of Authentication : The certificate of the Indenture Trustee, the form of which is described in Section 5.3 , or the alternative certificate of the Authenticating Agent, the form of which is described in Section 11.12 .

Class : With respect to any Notes, the class designation assigned to such Note in the related Indenture Supplement. A Series issued in one class, with no class designation in the related Indenture Supplement, may be referred to herein as a “Class.”

Class 1 Specified Notes : Any Class of Note with respect to which the Issuer does not receive an opinion of nationally recognized tax counsel on the related Issuance Date that such Class of Notes “will” be treated as indebtedness for U.S. federal income tax purposes and that is designated as a Class 1 Specified Note in the related Indenture Supplement.

indebtedness for U.S. federal income tax purposes and that is not designated as a Class 1 Specified Note in the related Indenture Supplement.

Class Invested Amount : For any Class of Notes on any date, an amount equal to (i) the sum of (A) the outstanding Note Balance of such Class, plus (B) the aggregate outstanding Note Balances of all Classes within the same Series that are senior to or pari passu with such Class on such date, divided by (ii) the Weighted Average CV Adjusted Advance Rate in respect of such Class (after giving effect to amounts collected on the Receivables as of such date).

Clearing Corporation : As defined in Section 8‑102(a)(5) of the UCC.

Closing Date : As defined in the Preamble.

Code : The Internal Revenue Code of 1986, as amended.

Collateral : As defined in the Granting Clause.

Collateral Test : A test designed to measure, on any date of determination, whether each Series of Notes is adequately collateralized on such date and the satisfaction of which is achieved on any date of determination if, with respect to each Series the sum of:

(1) the aggregate Advance Type Amounts for each Advance Type of Receivables for such Series that has a non-zero Advance Rate;

(2) the product of the Series Allocation Percentage and all Collections on deposit in the Trust Accounts (other than the Series Reserve Account for such Series and the Sinking Fund Account for such Series, if applicable) on such date (after giving effect to any required payments on such date, if any); and

(3) if such Series has any Sinking Fund Accounts, the aggregate amounts on deposit in such Sinking Fund Accounts,

shall be greater than or equal to the Series Invested Amount for such Series on such date (after giving effect to any required payments on such date, if any).

Collateral Value : For any Receivable and for any Series on any date, the product of (i) the Receivable Balance of such Receivable and (ii) the lesser of (A) the highest Advance Rate applicable to the Advance Type of such Receivable in respect of any Class within such Series, and (B) the highest Trigger Advance Rate (if any) for any Class within such Series; provided , that the Collateral Value shall be zero for any Receivable that is not a Facility Eligible Receivable, unless otherwise provided in the related Indenture Supplement.

Collection and Funding Account : The segregated non-interest bearing trust account or accounts, each of which shall be an Eligible Account, established and maintained pursuant to Section 4.1 and Section 4.7 and entitled “Wells Fargo Bank, N.A., as Indenture Trustee for the Ditech Agency Advance Trust Advance Receivables Backed Notes, Collection and Funding Account,” with the wire instructions as set forth on Schedule 2 hereto.

Collections : The amount of Advance Reimbursement Amounts, cash collected in reimbursement of Receivables in the Trust Estate, during each Advance Collection Period, plus the proceeds of any Permitted Refinancing or of any Indemnity Payments.

Consent : Any Freddie Mac Consent or the Fannie Mae Acknowledgment, as applicable.

Consent Withdrawal Date : The effective date of any withdrawal of consent under a Freddie Mac Consent or the Fannie Mae Acknowledgement, as applicable, including the expiration of the term of a Freddie Mac Consent or the Fannie Mae Acknowledgment and non-renewal of the term thereof.

Control , Controlling or Controlled : The possession of the power to direct or cause the direction of the management or policies of a Person through the right to exercise voting power or by contract, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

Corporate Advance : Collectively, (i) any advance (other than those described in clause (ii) below) made by the Servicer (including any predecessor servicer) and reimbursable to the Servicer pursuant to a Designated Servicing Agreement and the Freddie Mac Guide or the Fannie Mae Guide, to inspect, protect, preserve or repair properties that secure Mortgage Loans or that have been acquired through foreclosure or deed in lieu of foreclosure or other similar action pending disposition thereof, or for similar or related purposes, including, but not limited to, necessary legal fees and costs expended or incurred by the Servicer (including any predecessor servicer) in connection with foreclosure, bankruptcy, eviction or litigation actions with or involving Obligors on Mortgage Loans, as well as costs to obtain clear title to such a property, to protect the priority of the lien created by a Mortgage Loan on such a property, and to dispose of properties taken through foreclosure or by deed in lieu thereof or other similar action (in all cases, without regard to those actions described in (ii) below), (ii) any advance made by the Servicer (including any predecessor servicer) pursuant to a Designated Servicing Agreement and the Freddie Mac Guide or the Fannie Mae Guide to foreclose or undertake similar action with respect to a Mortgage Loan, and (iii) any other out of pocket expenses incurred by the Servicer (including any predecessor servicer) pursuant to a Designated Servicing Agreement and the Freddie Mac Guide or the Fannie Mae Guide (as applicable) (including, for example, costs and expenses incurred in loss mitigation efforts and in processing assumptions of Mortgage Loans that are reimbursable by Freddie Mac pursuant to Chapter 71 of the Freddie Mac Guide (not including Escrow Advances or Delinquency Advances (each as described in such Chapter)) or by Fannie Mae pursuant to Part A, Subpart 2, Chapter 1-01-Servicing Advances, of the Fannie Mae Guide.

Corporate Advance Receivable : Any Receivable representing the right to be reimbursed by Freddie Mac or Fannie Mae for a Corporate Advance.

Corporate Advance Reimbursement Amount : Any amount collected under any Designated Servicing Agreement from Freddie Mac or Fannie Mae, which amount, by the terms of such Designated Servicing Agreement, is payable to the Servicer to reimburse Corporate Advances disbursed by the Servicer (or any predecessor servicer).

Corporate Trust Office : For each Series of Notes, as specified in the related Indenture Supplement.

Credited Advance Funding : As defined in Section 4.2(a) hereof.

Cumulative Default Supplemental Fee Shortfall Amount : For each Payment Date and each Class of Notes, any portion of the Default Supplemental Fee or Cumulative Default Supplemental Fee Shortfall Amount for that Class for a previous Payment Date that has not been paid, plus accrued and unpaid interest at the applicable Note Interest Rate plus the Default Supplemental Fee Rate on such shortfall from the Payment Date on which the shortfall first occurred through the current Payment Date.

Cumulative ERD Supplemental Fee Shortfall Amount : For each Payment Date and each Class of Notes, any portion of the ERD Supplemental Fee or Cumulative ERD Supplemental Fee Shortfall Amount for that

Class for a previous Payment Date that has not been paid, plus accrued and unpaid interest at the applicable Note Interest Rate plus the Default Supplemental Fee Rate on such shortfall from the Payment Date on which the shortfall first occurred through the current Payment Date.

Cumulative Interest Shortfall Amount : For any Payment Date and any Class of Notes, any portion of the Interest Payment Amount for that Class for a previous Payment Date that has not been paid, plus accrued and unpaid interest at the applicable Note Interest Rate plus the Cumulative Interest Shortfall Amount Rate on such shortfall from the Payment Date on which the shortfall first occurred through the current Payment Date.

Cumulative Interest Shortfall Amount Rate : As defined in the related Indenture Supplement.

Custodial Account : For each Pool related to a Designated Servicing Agreement, the Escrow Custodial Account or Principal and Interest Custodial Accounts related to a Designated Pool related to a Servicing Agreement into which the Servicer is required to deposit Escrow Funds or Principal and Interest Payments, as the case may be, with respect to the Mortgage Loans in such Pool serviced under that Designated Servicing Agreement, as described in the Freddie Mac Guide or the Fannie Mae Guide, as applicable.

Custodian : As defined in Section 2.4(a).

Cut-off Date : February 12, 2018.

Default Supplemental Fee : As defined in the related Indenture Supplement.

Default Supplemental Fee Rate : As defined in the related Indenture Supplement.

Defaulting Counterparty Termination Payments : Any Early Termination Amount payable to the Derivative Counterparty under the related Derivative Agreement as the result of the designation of an “Early Termination Date” under such Derivative Agreement due to either (x) the occurrence of an Event of Default with respect to which the related Derivative Counterparty is the Defaulting Party or (y) an Additional Termination Event with respect to which such Derivative Counterparty is the sole Affected Party. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the related Derivative Agreement.

Deficient Documentation Percentage : As defined in Section 3.3(d)(I) hereof.

Definitive Note : A Note issued in definitive, fully registered form evidenced by a physical Note.

Delinquency Advance : Any amount deposited by the Servicer into a Principal and Interest Custodial Account as required to be remitted by the Servicer to Freddie Mac or Fannie Mae on any remittance date under any Designated Servicing Agreement and Chapters 78 and 79 of the Freddie Mac Guide, Part A, Subpart 4, Chapter 1-02 of the Fannie Mae Guide, Part F, Chapter 1-03 of the Fannie Mae Guide, Part F, Chapter 1-31 of the Fannie Mae Guide or Part C, Chapter 3-01 of the Fannie Mae Guide, as applicable, and the Fannie Mae Investor Reporting Manual, resulting from delinquent monthly payments from Obligors.

Delinquency Advance Amount : As defined in Section 4.3(e).

Delinquency Advance Disbursement Account : The segregated non-interest bearing trust account, which shall be an Eligible Account, established and maintained pursuant to Section 4.1, Trust Accounts, and entitled “Wells Fargo Bank, N.A., as Indenture Trustee for the Ditech Agency Advance Trust Advance Receivables

Backed Notes, Delinquency Advance Disbursement Account,” with the wire instructions as set forth on Schedule 2 hereto.

Delinquency Advance Receivable : Any Receivable representing the right to be reimbursed for a Delinquency Advance.

Delinquent MBS Mortgage Repurchase Advance : Any amount paid by the Servicer in respect of the unpaid principal balance of a special servicing option Mortgage Loan as to which the Servicer has been making scheduled payments in connection with the removal of such Mortgage Loan from the related Pool pursuant to the Fannie Mae Guide, but not including any Delinquency Advances previously made with respect to such Mortgage Loan.

Delinquent MBS Mortgage Repurchase Advance Receivable : Any Receivable representing the right to be reimbursed for a Delinquent MBS Mortgage Repurchase Advance as provided in Chapter 3-03 of the Fannie Mae Investor Reporting Manual.

Depositor : Ditech Agency Advance Depositor LLC, a Delaware limited liability company, wholly owned by Ditech.

Depository : Initially, The Depository Trust Company, the nominee of which is Cede & Co., and any permitted successor depository. The Depository shall at all times be a Clearing Corporation.

Depository Agreement : For any Series or Class of Book-Entry Notes, the agreement among the Issuer, the Indenture Trustee and the Depository, dated as of the related Issuance Date, relating to such Notes.

Depository Participant : A broker, dealer, bank or other financial institution or other Person for whom from time to time the Depository effects book-entry transfers and pledges of securities deposited with the Depository.

Derivative Account : As defined in the related Indenture Supplement, if applicable.

Derivative Agreement : Any currency, interest rate or other swap, cap, collar, guaranteed investment contract or other derivative agreement or hedging instrument entered into by the Issuer or the Indenture Trustee (at the direction of and on behalf of the Issuer) in connection with any Class or Series of Notes and identified in the related Indenture Supplement, if applicable.

Derivative Collateral Account : As defined in the related Indenture Supplement, if applicable.

Derivative Counterparty : Any party to any Derivative Agreement other than the Issuer or the Indenture Trustee, if applicable.

Designated Pool : As of any date, any Pool that is identified and included on the Designated Servicing Agreement Schedule in accordance with Section 2.1(c) on such date. For the avoidance of doubt, with respect to Fannie Mae Advances, each Designated Pool with respect to such Fannie Mae Advances is identified on Schedule 1 hereto by its Seller/Servicer identification number, listed in the column titled “Seller/Servicer #” in the applicable table on Schedule 1 . For the avoidance of doubt, with respect to Freddie Mac Advances, each Designated Pool with respect to such Freddie Mac Advances is identified on Schedule 1 hereto by its Seller/Servicer identification number, listed in the column titled “Seller/Servicer #” in the applicable table on Schedule 1 . For the avoidance of doubt, Designated Pools with the same “Seller/Servicer #” share the same Principal and Interest Custodial Account and Escrow Custodial Account.

Designated Servicing Agreement : As of any date, any Servicing Agreement relating to a Facility Eligible Pool identified on the Designated Servicing Agreement Schedule on such date.

Designated Servicing Agreement Schedule : As of any date, the list attached hereto as Schedule 1 , as it may be amended from time to time in accordance with Section 2.1(c) .

Designation Date : A date on which any Pool becomes a Designated Pool after the Closing Date.

Determination Date : In respect of any Payment Date or Interim Payment Date, the second (2 ^nd ) Business Day before such Payment Date or Interim Payment Date.

Determination Date Administrator Report : A report delivered by the Administrator as described in Section 3.2(a) , which shall be delivered in the form of one or more electronic files.

Disbursement Report : As defined in Section 4.3(e) .

Distribution Compliance Period : In respect of any Regulation S Global Note or Regulation S Definitive Note, the 40 consecutive days beginning on and including the later of (a) the day on which any Notes represented thereby are offered to persons other than distributors (as defined in Regulation S under the Securities Act) pursuant to Regulation S and (b) the Issuance Date for such Notes.

Ditech : As defined in the Preamble.

EEA : The European Economic Area.

EEA Financial Institution : (a) Any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, and (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent. For the avoidance of doubt, EEA Financial Institution shall include, but shall not be limited to, the Initial VFN Noteholders and the Administrative Agent.

EEA Member Country : Any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

EEA Resolution Authority : Any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegate) having responsibility for the resolution of any EEA Financial Institution.

EU Bail-In Legislation Schedule : The EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time, at http://www.lma.eu.com/.

Eligible Account : Any of (a) an account or accounts maintained with a depository institution with a long term rating of at least “A” and a short-term rating of at least “A-1” by S&P, (or a long-term rating of at least “A+” if the short-term rating is not available), and that is (i) a federal savings and loan association duly organized, validly existing and in good standing under the federal banking laws of the United States, (ii) a banking or savings and loan association duly organized, validly existing and in good standing under the applicable laws of any state, (iii) a national banking association duly organized, validly existing and in good standing under the federal banking laws of the United States, or (iv) a principal subsidiary of a bank holding company; or (b) a segregated trust account maintained in the trust department of a federal or state chartered

depository institution or trust company in the United States, having capital and surplus of not less than $50,000,000, and meeting the rating requirements described in clause (a) above, acting in its fiduciary capacity. Any Eligible Accounts maintained with the Indenture Trustee shall conform to the preceding clause (b).

Employee Benefit Plan : As defined in Section 6.5(k) .

Entitlement Order : As defined in Section 8‑102(a)(8) of the UCC.

ERD Supplemental Fee : As defined in the related Indenture Supplement, if applicable.

ERD Supplemental Fee Rate : As defined in the related Indenture Supplement, if applicable.

ERISA : The Employee Retirement Income Security Act of 1974, as amended.

Escrow Advance : An advance made by the Servicer (including any predecessor servicer) with respect to a Mortgage Loan in a Pool pursuant to the Servicer’s obligation to do so under the related Designated Servicing Agreement and the Freddie Mac Guide or the Fannie Mae Guide, of real estate taxes and assessments, or of hazard, flood or primary mortgage insurance premiums, required to be paid (but not otherwise paid) by the related Obligor under the terms of the related Mortgage Loan.

Escrow Advance Receivable : Any Receivable representing the right to be reimbursed for an Escrow Advance.

Escrow Custodial Account : As defined in the Freddie Mac Guide or the Fannie Mae Guide.

Escrow Funds : As defined in the Freddie Mac Guide or the Fannie Mae Guide.

Euroclear : Euroclear Bank S.A./N.V. as operator of the Euroclear System, and any successor thereto.

Event of Default : As defined in Section 8.1 .

Excepted Receivable : Any Receivable arising under any Designated Servicing Agreement (i) that arises after the commencement of the Full Amortization Period and (ii) in respect of which the Issuer, the Depositor, the Indenture Trustee and the Administrative Agent shall have received a written notice from Ditech, no later than one (1) Business Day after the origination thereof, (A) identifying such Receivable in reasonable detail and (B) certifying that Ditech has concluded in its reasonable discretion (with reasonable supporting detail therefor) that Ditech will not receive reasonably equivalent value for the transfer of any such identified Receivable because the value of the equity of the Depositor was negative prior to the contribution of such Receivable after taking into account all of the following, among other relevant factors, (1) borrowings under the subordinated note contemplated by the Receivables Sale Agreement, and (2) any indemnification payments owing by Ditech to the Depositor under the Receivables Sale Agreement (giving effect to the full value of such indemnification payment obligations as an asset of the Depositor).

Excess Cash Amount : On any Payment Date or Interim Payment Date, the amount of Available Funds remaining following the allocation and payments set forth pursuant to Sections 4.4(a) through (h) or Sections 4.5(a)(1)(i) through (x) , as applicable.

Excess Receivables Funding Amount : On any Funding Date, the amount that could be drawn on a VFN without violating the Collateral Test, after all the New Receivables Funding Amounts to be drawn on such VFN have been drawn.

Exchange Act : The Securities Exchange Act of 1934, as amended.

Expected Repayment Date : For each Class of Notes, as specified in the related Indenture Supplement.

Expense Limit : With respect to expenses and indemnification amounts, for the Owner Trustee and the Indenture Trustee (in all its capacities), pro rata, $250,000 in any calendar year and $125,000 for any single Payment Date; and for other Administrative Expenses, $50,000 in any calendar year; provided that the Expense Limit shall only apply to payments made pursuant to Section 4.5(a)(1)(i) and (ii) and Section 4.5(a)(2)(i) and (ii) ; and provided further , that any amounts in excess of the Expense Limit that have not been paid pursuant to Section 4.5 may be applied toward and subject to the Expense Limit for the subsequent calendar year and payable in a subsequent calendar year.

Facility Eligible Pool : As of any date of determination, any Pool serviced under a Designated Servicing Agreement which meets the following criteria:

(i) (A) Ditech has not resigned as the servicer for such Pool and (B) Ditech is the servicer under such Pool and a Responsible Officer of the Servicer has not received any notice from an authorized officer of Freddie Mac or Fannie Mae, or otherwise obtained actual knowledge, of (x) the occurrence of any Unmatured Default or Servicer Termination Event by or with respect to the Servicer under such Pool other than, in the case of an Unmatured Default, such Unmatured Default has been cured prior to its becoming a Servicer Termination Event or (y) threatened termination of the Servicer in writing related to any default existing for 30 or more days by the Servicer under such Pool;

(ii) the Servicing Agreement related to such Pool is (A) governed by the laws of the United States or a state within the United States and is in full force and effect and (B) subject to, or incorporates by reference, the Freddie Mac Guide or the Fannie Mae Guide and provides (directly or indirectly by incorporating the Freddie Mac Guide or the Fannie Mae Guide, as applicable) that:

(A) any Corporate Advance is validly reimbursable to the Servicer (1) if a Freddie Mac Advance, by Freddie Mac pursuant to Chapter 71 of the Freddie Mac Guide or (2) if a Fannie Mae Advance, from the borrower or out of related Mortgage Loan insurance proceeds, claims settlements or other available sources, or, if not recoverable from those sources, by Fannie Mae, pursuant to Part A, Subpart 2, Chapter 1-01-Servicing Advances of the Fannie Mae Guide;

(B) any Escrow Advance is (1) if a Freddie Mac Advance, reimbursable out of any Escrow Funds for the Mortgage Loan for which the Servicer made the related Advance pursuant to Section 76.21 of the Freddie Mac Guide and if not reimbursable out of such amounts, then reimbursable by Freddie Mac pursuant to Chapter 71 or, if applicable, Chapter A 71 of the Freddie Mac Guide or (2) if a Fannie Mae Advance, reimbursable from the borrower or out of related Mortgage Loan insurance proceeds, claims settlements or other available sources, or, if not recoverable from those sources, by Fannie Mae, pursuant to Part A, Subpart 2, Chapter 1-01-Servicing Advances of the Fannie Mae Guide;

(C) any Delinquency Advance is (1) if a Freddie Mac Advance an “advance of Principal and Interest Payments” reimbursable to the Servicer out of any Principal and Interest Payments on any Freddie Mac Mortgage Loans in any Pools that are subject to such Servicing Agreement pursuant to Section 76.21 of the Freddie Mac Guide or (2) if a Fannie Mae Advance, a “delinquency advance” as defined the Fannie Mae Guide and is reimbursable

to the Servicer out of any Principal and Interest Payments on any Fannie Mae Mortgage Loans in such Designated Pool pursuant to Part A, Subpart 2, Chapter 1-01-Delinquency Advances of the Fannie Mae Guide;

(D) any Delinquency Advance that is a Freddie Mac Advance outstanding and unreimbursed to the Servicer at the time of any transfer of servicing to any successor servicer is reimbursable to the Servicer, (x) in respect of interest amounts, no later than the remittance date in the following month pursuant to Section 56.10(c) of the Freddie Mac Guide, and (y) in respect of principal amounts, no later than the Closing Date of Transfer (as defined in the Freddie Mac Guide) pursuant to Section 56.10(d) of the Freddie Mac Guide. Any Delinquency Advance that is a Fannie Mae Advance outstanding and unreimbursed to the Servicer at the time of any transfer of servicing to any successor servicer is reimbursable to the Servicer at the time the successor servicer receives from the Servicer a final accounting of all monies pursuant to Part F, Chapter 1-14 of the Fannie Mae Guide; and

(E) any Delinquent MBS Mortgage Repurchase Advance, if a Fannie Mae Receivable, is reimbursable to the Servicer by Fannie Mae pursuant to Chapter 3-03 of the Fannie Mae Investor Reporting Manual;

(iii) pursuant to a Consent, Freddie Mac or Fannie Mae, as the case may be, has consented to the assignment by the Servicer of its rights to be reimbursed with respect to such Pool and has agreed that the Servicer’s and the Indenture Trustee’s rights to reimbursement of Advances in respect of such Pool are not subject to any right of set-off or other claim of Freddie Mac or Fannie Mae, as the case may be, until all Notes shall have been paid in full and such Consent remains in effect for the entire Pool and has not been terminated as to any of the related Receivables; provided , that if a Consent is no longer in effect for a Pool solely due to a Consent Withdrawal Date, the Pool shall continue to be a Facility Eligible Pool with respect to the Receivables related thereto created prior to such Consent Withdrawal Date to the extent the Consent shall apply to such Receivables and the withdrawal only applies to Receivables created after the Consent Withdrawal Date and any such Pool shall be identified as a “Consent Withdrawal Pool” on the Schedule of Designated Servicing Agreements hereto;

(iv) all Receivables arising under such Pool are free and clear of any Adverse Claim in favor of any Person other than Permitted Liens;

(v) [reserved];

(vi) [reserved ] ;

(vii) such Designated Pool and its related Designated Servicing Agreement has been reviewed and approved by the Administrative Agent in its sole and absolute discretion; and

(viii) the Servicer has not voluntarily elected to change the reimbursement mechanics of Advances in such Pool from a pool-level reimbursement mechanic to a loan-level reimbursement mechanic or from a loan-level reimbursement mechanic to a pool-level reimbursement mechanic without consent of each Administrative Agent.

Facility Eligible Receivable : A Receivable:

(i) which constitutes a “general intangible” or “payment intangible” within the meaning of Section 9‑102(a)(42) or Section 9-102(a)(61) (or the corresponding provision in effect in a particular jurisdiction) of the UCC as in effect in all applicable jurisdictions;

(ii) which is denominated and payable in United States dollars;

(iii) which relates to an Advance (A) in respect of a Fannie Mae Mortgage Loan or Freddie Mac Mortgage Loan that is included in a Facility Eligible Pool, (B) that at the time it was made, such Advance was authorized pursuant to, and determined by the Servicer in good faith to comply with all requirements for reimbursement under, the related Servicing Agreement and (C) as to which the Servicer has complied with all of the requirements for reimbursement under the related Servicing Agreement and which remains collectible;

(iv) as to which all right, title and interest in and to such Receivable (including good and marketable title) have been validly sold and/or contributed by the Receivables Seller to the Depositor, and validly sold and/or contributed by the Depositor to the Issuer;

(v) with respect to which no representation or warranty made by the Receivables Seller or the Servicer in the Receivables Sale Agreement has been breached, which breach has continued uncured for thirty (30) days;

(vi) with respect to which, as of the date such Receivable was acquired by the Issuer, none of the Receivables Seller, the Servicer or the Depositor had (A) taken any action that would impair the right, title and interest of the Indenture Trustee therein, or (B) failed to take any action that was necessary to avoid impairing the Indenture Trustee’s right, title or interest therein;

(vii) the Advance related to which either (A) has been fully funded by the Servicer (or any predecessor servicer) using its own funds and/or Collections (as appropriate) in excess of the related Required Expense Reserve, and/or amounts drawn on Variable Funding Notes or out of funds in the Collection and Funding Account or Available Funds as provided herein, or (B) in the case of Delinquency Advances, will be funded on the related Funding Date and all amounts necessary to fund the related Advance are on deposit in an account under the exclusive control and direction of the Indenture Trustee pending remittance to Freddie Mac or Fannie Mae, as applicable;

(viii) which relates to a Mortgage Loan (A) that is secured by a first lien on the underlying Mortgaged Property and (B) the terms of which have not been modified after the creation of such Receivable unless the Servicer has submitted a claim for reimbursement thereof to Freddie Mac or Fannie Mae, as applicable, and no more than ninety (90) days have passed since the date of the modification, but in no event past Freddie Mac or Fannie Mae, as applicable, timelines for reimbursement;

(ix) in the case of an Advance related to a Freddie Mac Mortgage Loan, Freddie Mac has the responsibility to reimburse the related Advances and in the case of an Advance related to a Fannie Mae Mortgage Loan, Fannie Mae has the responsibility to reimburse the related Advance;

(x) with respect to a Delinquent MBS Mortgage Repurchase Advance, such Advance is not outstanding and/or unreimbursed by Fannie Mae after the tenth Business Day following the

Fannie Mae remittance date in respect of which such Delinquent MBS Mortgage Repurchase Advance was made;

(xi) with respect to Receivables originated with respect to a Fannie Mae Pool, Fannie Mae either (A) has the right, under its Preferred Stock Purchase Agreement with the United States Treasury, to draw at least an amount sufficient to meet its obligations or (B) has access to another source of credit support that is acceptable to the Administrative Agent in its sole discretion, to fund its advance reimbursement obligations, and with respect to Receivables originated with respect to a Freddie Mac Pool, Freddie Mac either (A) has the right, under its Preferred Stock Purchase Agreement with the United States Treasury, to draw at least an amount sufficient to support its obligations or (B) has access to another source of credit support that is acceptable to the Administrative Agent, in its sole discretion, to fund its reimbursement obligations; and

(xii) in the case of any Delinquent MBS Mortgage Repurchase Advance Receivable, the related Delinquent MBS Mortgage Repurchase Advance is eligible for reimbursement by Fannie Mae pursuant to Chapter 3-03 of the Fannie Mae Investor Reporting Manual to the satisfaction of the Verification Agent.

Facility Entity : As defined in Section 9.5(i).

Fannie Mae : The Federal National Mortgage Association (commonly known as Fannie Mae), and its successors. References to Fannie Mae herein include Fannie Mae in the capacity as trustee for any Pool.

Fannie Mae Acknowledgment : The acknowledgment agreement of Fannie Mae (with respect to Fannie Mae Advances) executed as of the date hereof, and as amended, restated, supplemented or otherwise modified from time to time (or such other acknowledgment agreement of Fannie Mae with respect to the Fannie Mae Advances as may be approved by the Administrator and the Administrative Agent from time to time for purposes of this Indenture).

Fannie Mae Advance : Any Advance with respect to a Fannie Mae Mortgage Loan.

Fannie Mae Guide : Collectively, the Fannie Mae Single Family Servicing Guide, the Fannie Mae Mortgage Selling and Servicing Contract and the Fannie Mae Investor Reporting Manual, in each case, as amended, modified or supplemented from time to time. References to chapters, sections and definitions in the Fannie Mae Guide refer to the chapters, sections and definition references that exist in the Fannie Mae Guide as of the Closing Date, but to the extent that the chapters, sections and definition references change in subsequent amendments to the Fannie Mae Guide, references to the Fannie Mae Guide shall also include any successor or replacement chapter, section and definition references.

Fannie Mae Investor Reporting Manual : The Fannie Mae Investor Reporting Manual, as amended, modified or supplemented from time to time. References to chapters, sections and definitions in the Fannie Mae Investor Reporting Manual refer to the chapters, sections and definition references that exist in the Fannie Mae Investor Reporting Manual as of the Closing Date, but to the extent that the chapters, sections and definition references change in subsequent amendments to the Fannie Mae Investor Reporting Manual, references to the Fannie Mae Investor Reporting Manual shall also include any successor or replacement chapter, section and definition references.

Fannie Mae Mortgage Loan : A Mortgage Loan included in a Fannie Mae Pool.

Fannie Mae Pool : A discrete pool of Mortgage Loans owned by a master trust (for which Fannie Mae is trustee, and in which Fannie Mae has a 100% participation percentage) and serviced by the Servicer pursuant to a Designated Servicing Agreement.

Fannie Mae Receivable : A Receivable related to a Fannie Mae Mortgage Loan.

FCPA : As defined in Section 9.1(x).

Fee Accumulation Account : The segregated non-interest bearing trust account or accounts, each of which shall be an Eligible Account, established and maintained pursuant to Section 4.7 and entitled “Wells Fargo Bank, N.A., as Indenture Trustee in trust for the Noteholders of the Ditech Agency Advance Trust Advance Receivables Backed Notes, Fee Accumulation Account,” with the wire instructions as set forth on Schedule 2 hereto.

Fee Accumulation Amount : With respect to each Interim Payment Date or any Limited Funding Date, the aggregate amount of Fees, plus any Series Fees, up to the Series Fee Limit, plus any Undrawn Fees, due and payable on the next Payment Date, plus any Late VFN Note Balance Adjustment Request Fees, due and payable on the next Payment Date, plus any expenses (including indemnities) payable on the next Payment Date pursuant to Section 4.5(a)(1)(i) or (ii) or Section 4.5(a)(2)(i) or (ii) that have been invoiced or noticed to the Indenture Trustee and the Administrator prior to the Determination Date for such Interim Payment Date or Limited Funding Date, as applicable, plus any Default Supplemental Fees and Cumulative Default Supplemental Fee Shortfall Amounts, plus any ERD Supplemental Fees and Cumulative ERD Supplemental Fee Shortfall Amounts minus amounts already on deposit in the Fee Accumulation Account (assuming for this purpose that the aggregate VFN Principal Balance remains unchanged from the Determination Date for such Interim Payment Date or Limited Funding Date, as applicable, through the end of the then-current Interest Accrual Period).

Fee Letter : For any Series, as defined in the related Indenture Supplement, if applicable.

Fees : Collectively, with respect to any Interest Accrual Period, the Indenture Trustee Fee, the Owner Trustee Fee and the Verification Agent Fee.

Final Payment Date : For any Class of Notes, the earliest of (i) the Stated Maturity Date for such Class, (ii) after the end of the related Revolving Period, the Payment Date on which the Note Balance of the Notes of such Class has been reduced to zero, and (iii) the Payment Date which follows the Payment Date on which all proceeds of the sale of the Trust Estate are distributed pursuant to Section 8.6 .

Financial Asset : As defined in Section 8‑102(a)(9) of the UCC.

Fitch: Fitch Ratings, Inc., or any successor thereto.

Freddie Mac : The Federal Home Loan Mortgage Corporation (commonly known as Freddie Mac), and its successors. References to Freddie Mac herein include Freddie Mac in the capacity as trustee for any Pool.

Freddie Mac Advance : Any Advance with respect to a Freddie Mac Mortgage Loan.

Freddie Mac Consent : Any consent of Freddie Mac with respect to the Freddie Mac Advances as may be approved by the Administrator and the Administrative Agent from time to time for purposes of this Indenture.

Freddie Mac Guide : The Freddie Mac Single-Family Seller/Servicer Guide, as amended, modified or supplemented from time to time. References to chapters, sections and definitions in the Freddie Mac Guide refer to the chapters, sections and definition references that exist in the Freddie Mac Guide as of the Closing Date, but to the extent that the chapters, sections and definition references change in subsequent amendments to the Freddie Mac Guide, references to the Freddie Mac Guide shall also include any successor or replacement chapter, section and definition references.

Freddie Mac Mortgage Loan : A Mortgage Loan included in a Freddie Mac Pool.

Freddie Mac Pool : A discrete pool of Mortgage Loans owned by a master trust (for which Freddie Mac is the trustee, and in which Freddie Mac has a 100% Percentage of Participation) and serviced by the Servicer pursuant to a Designated Servicing Agreement.

Full Amortization Period : For all Series of Notes, the period that begins pursuant to Section 4.12 hereof upon the occurrence of an Event of Default and ends on the date on which the Notes of all Series are paid or redeemed in full or such Event of Default is waived in accordance with the terms hereof.

Funding Certification : A report delivered by the Administrator in respect of each Funding Date pursuant to Section 4.3(a) .

Funding Conditions : With respect to any proposed Funding Date, the following conditions, together with any applicable funding conditions specifically set forth in any Indenture Supplement and in any Note Purchase Agreement:

(i) no breach of the Collateral Test shall exist following the proposed funding;

(ii) (A) no breach in respect of any representation, warranty or covenant of the Receivables Seller, the Servicer, the Administrator, the Depositor or the Issuer, or with respect to the Receivables, hereunder or under any Transaction Document, shall exist that has caused a Target Amortization Event (unless all related Target Amortization Principal Accumulation Amounts, if any, are on deposit in the Target Amortization Principal Accumulation Account) and (B) solely in the case of a VFN Draw Date, unless this clause (B) is waived by each the Noteholders of the Variable Funding Notes, no breach in respect of any representation, warranty or covenant of the Receivables Seller, the Servicer, the Administrator, the Depositor or the Issuer, or with respect to the Receivables, hereunder or under any Transaction Document, shall exist which with the giving of notice or the passage of time, or both, would constitute a Target Amortization Event;

(iii) none of (A) a Funding Interruption Event, (B) a Cease Funding Event, or (C) an Event of Default shall have occurred and be continuing;

shall have provided the Indenture Trustee, no later than 12:00 p.m. (noon) New York City time on the Business Day preceding such Funding Date (or such other time as may be agreed to from time to time by the Servicer, the Indenture Trustee and the Administrative Agent), a Determination Date Administrator Report reporting information with respect to the Receivables in the Trust Estate and demonstrating the satisfaction of the Collateral Test, and no later than 1:00 p.m. New York City time on the Business Day preceding such Funding Date (or such other time as may be agreed to from time to time by the Servicer, the Indenture Trustee and the Administrative Agent), a Funding Certification certifying that all Funding Conditions have been satisfied; provided , however , that no Variable Funding Note Noteholder shall have any liability for failing to fund a requested draw of a Variable Funding Note unless it has received a Funding Certification and a Determination Date Administrator Report by 1:00 p.m. New York City time on the Business Day preceding such Funding Date;

(v) the full amount of the Required Expense Reserve shall be on deposit in the Collection and Funding Account before and after the release of cash from such account to fund the purchase price of Receivables;

(vi) on any Funding Date that is an Interim Payment Date or a Limited Funding Date, after giving effect to the transfers on such Funding Date contemplated by Section 4.3(f), the Interest Accumulation Amount is on deposit in the Interest Accumulation Account, the Fee Accumulation Amount is on deposit in the Fee Accumulation Account, the Target Amortization Principal Accumulation Amount, if any, is on deposit in the Target Amortization Principal Accumulation Account and the applicable Series Reserve Required Amount is on deposit in the Series Reserve Account for each Series;

(vii) the payment of the New Receivables Funding Amount on such Funding Date or the drawing on any VFN shall not result in a material adverse United States federal income tax consequence to the Trust Estate or any Noteholders;

(viii) the Verification Agent is AMC Servicing Solutions LLC, or if AMC Servicing Solutions LLC (x) resigns as Verification Agent and not more than thirty (30) days have passed since such resignation, or (y) is terminated by the Receivables Seller, the Depositor or the Issuer, the Administrator has selected a successor verification agent and the Administrative Agent has approved such successor verification agent (such approval not to be unreasonably withheld or delayed) and such successor verification agent has assumed the Verification Agent’s duties; and

(ix) the Full Amortization Period shall not be in effect.

Funding Date : Any Payment Date, any Interim Payment Date or any Limited Funding Date occurring prior to the Full Amortization Period, as long as at least one Series of Notes is in its Revolving Period.

Funding Interruption Event : The occurrence of an event which with the giving of notice or the passage of time, or both, would constitute an Event of Default.

GAAP : U.S. generally accepted accounting principles that are (i) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its successors, as in effect from time to time, and (ii) applied consistently with principles applied to past financial statements of Ditech and its subsidiaries; provided that a certified public accountant would, insofar as the use of such accounting principles is pertinent, be in a position to deliver an unqualified opinion (other than a qualification regarding changes in generally

accepted accounting principles) that such principles have been properly applied in preparing such financial statements.

Grant : Pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create and grant a lien upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to this Indenture. A Grant of collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of such collateral or other agreement or instrument and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring proceedings in the name of the granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto.

Increased Costs : The amounts described in the related Indenture Supplement, if applicable.

Increased Costs Limit : For any Series or Class of Notes, as defined in the related Indenture Supplement, if applicable.

Indemnified Party : As defined in Section 10.3(b).

Indemnity Payment : With respect to any Receivable in respect of which a payment is required to be made by the Issuer, the Depositor or the Receivables Seller under Section 2.3 of this Indenture, the Receivables Pooling Agreement or the Receivables Sale Agreement, and as of the Payment Date on which the “Indemnity Payment” must be made, the Receivable Balance of such Receivable as of such Payment Date.

Indenture : As defined in the Preamble.

Indenture Supplement : With respect to any Series of Notes, a supplement to this Indenture, executed and delivered in conjunction with the issuance of such Notes pursuant to Section 6.1 , together with any amendment to the Indenture Supplement executed pursuant to Section 12.1 or 12.2 , and, in either case, including all amendments thereof and supplements thereto.

Indenture Trustee : Wells Fargo Bank, N.A., a national banking association, in its capacity as indenture trustee under this Indenture, or its successor-in-interest, or any successor indenture trustee appointed as provided in this Indenture. Wells Fargo Bank, N.A. will perform its duties as Indenture Trustee hereunder through its corporate trust services division.

Indenture Trustee Authorized Officer : With respect to the Indenture Trustee, Calculation Agent, Paying Agent, Note Registrar or Securities Intermediary, any officer of the Indenture Trustee, Calculation Agent, Paying Agent, Note Registrar or Securities Intermediary assigned to its corporate trust services, including any vice president, assistant vice president, assistant treasurer or trust officer customarily performing functions with respect to corporate trust matters and, with respect to a particular corporate trust matter under this Indenture, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, in each case, having direct responsibility for the administration of this Indenture.

more than five (5) Funding Dates in any given month, the Indenture Trustee Fee in such month shall include an additional $1,500 for each such additional Funding Date over five (5); provided , further , that the Indenture Trustee shall also be entitled to receive payment of separate fees and expenses pursuant to Section 11.7 in connection with tax filings made by the Indenture Trustee. Reimbursement for expenses incurred by the Indenture Trustee in connection with tax filings made by the Indenture Trustee shall be subject to the Expense Limit.

Independent Manager : (i) A natural person and (ii) a Person who (A) shall not have been at the time of such Person’s appointment, and may not have been at any time during the preceding five (5) years and shall not be as long as such Person is an Independent Manager of the Depositor (1) a direct or indirect legal or beneficial owner in such entity or any of its Affiliates, (2) a member, officer, director, manager, partner, shareholder or employee of the Administrator or any of its managers, members, partners, subsidiaries, shareholders or Affiliates other than the Depositor or any Affiliate thereof that is intended to be structured as a “bankruptcy remote” entity (collectively, the “ Independent Parties ”), (3) a supplier to any of the Independent Parties, (4) a person controlling or under common control with any director, member, partner, shareholder or supplier of any of the Independent Parties or (5) a member of the immediate family of any director, member, partner, shareholder, officer, manager, employee or supplier of the Independent Parties, (B) has prior experience as an independent director or manager for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (C) has at least three (3) years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities; provided , that, notwithstanding the terms and provisions of clause (ii)(A)(1) immediately above, the indirect or beneficial ownership of membership interests of the Administrator through a mutual fund or similar diversified investment vehicle with respect to which the owner does not have discretion or control over the investments held by such diversified investment vehicle shall not preclude such owner from being an Independent Manager.

Initial Note Balance : For any Note or for any Class of Notes, the Note Balance of such Note upon the related Issuance Date as specified in the related Indenture Supplement.

Initial Payment Date : As defined in any related Indenture Supplement.

Initial Receivables : The Receivables sold and/or contributed by the Receivables Seller to the Depositor on the Closing Date pursuant to the Receivables Sale Agreement, and further sold and/or contributed by the Depositor to the Issuer on the Closing Date pursuant to the Receivables Pooling Agreement, and Granted by the Issuer to the Indenture Trustee for inclusion in the Trust Estate, and which consist of Receivables arising from the making by the Receivables Seller of Advances with respect to the Designated Pools listed on the Designated Servicing Agreement Schedule as of the Closing Date.

Initial VFN Noteholders : As defined in the Indenture Supplement for the Series 2018-VF1 Variable Notes.

business and (A) such case or proceeding shall continue undismissed and unstayed and in effect for a period of sixty (60) days or (B) an order for relief in respect of such Person shall be entered in such case or proceeding under such laws or a decree or order granting such other requested relief shall be granted; or (ii) the commencement by such Person of a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or 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 substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due or the admission by such Person of its inability to pay its debts generally as they become due.

Insolvency Proceeding : Any proceeding of the sort described in the definition of Insolvency Event.

Interest Accrual Period : For any Class of Notes and any Payment Date, the period specified in the related Indenture Supplement.

Interest Accumulation Account : The segregated non-interest bearing trust account or accounts, each of which shall be an Eligible Account, established and maintained pursuant to Section 4.1 and Section 4.7 and entitled “Wells Fargo Bank, N.A., as Indenture Trustee in trust for the Noteholders of the Ditech Agency Advance Trust Advance Receivables Backed Notes, Interest Accumulation Account,” with the wire instructions as set forth on Schedule 2 hereto.

Interest Accumulation Amount : With respect to each Interim Payment Date or Limited Funding Date, the sum of the Interest Payment Amount due and payable with respect to all Classes of Notes on the next succeeding Payment Date, plus all Cumulative Interest Shortfall Amounts as of the immediately preceding Payment Date, minus amounts then on deposit in the Interest Accumulation Account (assuming for this purpose that the aggregate VFN Principal Balance remains unchanged from the Determination Date for such Interim Payment Date or Limited Funding Date, as applicable, through the end of its then-current Interest Accrual Period).

Interest Amount : For any Interest Accrual Period and any Class of Notes, interest accrued on such Class during such period, in an amount equal to interest on such Class’s Note Balance at the applicable Note Interest Rate.

Interest Day Count Convention : For any Series or Class of Notes, the fraction specified in the related Indenture Supplement to indicate the number of days counted in an Interest Accrual Period divided by the number of days assumed in a year, for purposes of calculating the Interest Payment Amount for each Interest Accrual Period in respect of such Series or Class.

Interest Payment Amount : For any Series or Class of Notes, as applicable and with respect to any Payment Date:

(i) for any Series or Class of Term Notes, the related Cumulative Interest Shortfall Amount plus the product of:

(A) the related Note Balance as of the close of business on the preceding Payment Date;

(B) the related Note Interest Rate for such Series or Class and for the related Interest Accrual Period; and

(ii) for any Series or Class of Variable Funding Notes, the related Cumulative Interest Shortfall Amount plus the product of:

(A) the average daily aggregate VFN Principal Balance during the related Interest Accrual Period (calculated based on the average of the aggregate VFN Principal Balances on each day during the related Interest Accrual Period);

(B) the related Note Interest Rate for such Class during the related Interest Accrual Period; and

Interested Noteholders : For any Class, any Noteholder or group of Noteholders holding Notes evidencing not less than 25% of the aggregate Voting Interests of such Class.

Interim Payment Date : With respect to any Series of Notes, as defined in the related Indenture Supplement.

Interim Payment Date Report : As defined in Section 3.2(c).

Invested Amount : For any Series or Class of Notes, the related Series Invested Amount or Class Invested Amount, as applicable.

Investment Company Act : The Investment Company Act of 1940, as amended.

Issuance Date : For any Series of Notes, the date of issuance of such Series, as set forth in the related Indenture Supplement.

Issuer : As defined in the Preamble.

Issuer Affiliate : Any person involved in the organization or operation of the Issuer or an affiliate of such a person within the meaning of Rule 3a-7 promulgated under the Investment Company Act.

Issuer Amount : As defined in Section 4.3(e).

Issuer Authorized Officer : Any Director or any authorized officer of the Owner Trustee or the Administrator who may also be an officer or employee of Ditech or an Affiliate.

Issuer Certificate : A certificate (including an Officer’s Certificate) signed in the name of an Issuer Authorized Officer, or signed in the name of the Issuer by an Issuer Authorized Officer. Wherever this Indenture requires that an Issuer Certificate be signed also by an accountant or other expert, such accountant or other expert (except as otherwise expressly provided in this Indenture) may be an employee of Ditech or an Affiliate.

Specified Notes, if any Notes are issued or deemed issued as a result of such undertaking, any Notes issued or deemed issued on such date that are outstanding for United States federal income tax purposes will be debt and with respect to any Specified Notes issued or deemed issued on such date that are Outstanding for United States federal income tax purposes and as to which the Issuer has previously received an opinion that such Notes should be debt, such Notes should be debt, and, if requested by the Administrative Agent or any Initial VFN Noteholder, (iii) such undertaking will not cause the Noteholders or beneficial owners of Notes previously issued to be deemed to have sold or exchanged such Notes for federal income tax purposes under Section 1001 of the Code.

Judicial Corporate Advance : Any Corporate Advance in respect of a Mortgage Loan secured by a Mortgaged Property located in a Judicial State.

Judicial Corporate Advance Receivable : Any Corporate Advance Receivable in respect of a Judicial Corporate Advance.

Judicial Escrow Advance : Any Escrow Advance in respect of a Mortgage Loan secured by a Mortgaged Property located in a Judicial State.

Judicial Escrow Advance Receivable : Any Escrow Advance Receivable in respect of a Judicial Escrow Advance.

Judicial State : Each state or territory of the United States that is not a Non‑Judicial State.

Late VFN Note Balance Adjustment Request Fee : With respect to any Payment Date during the related Revolving Period, an amount equal to the aggregate of the accrued and unpaid Late VFN Note Balance Adjustment Request Fee Amounts for each day of the Monthly Advance Collection Period immediately preceding such Payment Date, plus any unpaid Late VFN Note Balance Adjustment Request Fee Amounts from prior Payment Dates.

Late VFN Note Balance Adjustment Request Fee Amount : For any Series of VFNs as specified in the related Indenture Supplement and with respect to each Interim Payment Date or Payment Date, an amount equal to the product of (i) if any VFN Note Balance Adjustment Request relating to Delinquency Advances or Delinquent MBS Mortgage Repurchase Advances that was delivered after 10:00 a.m. New York City time and before 12:00 noon on the Business Day prior to the related Interim Payment Date or Payment Date was funded despite the late delivery of such VFN Note Balance Adjustment Request, the aggregate of the VFN Principal Balance increase (including any VFN Principal Balance increase relating to Escrow Advances or Corporate Advances) funded on the next Funding Date, and (ii) the Late VFN Note Balance Adjustment Request Fee Rate.

Late VFN Note Balance Adjustment Request Fee Rate : For any VFN Class, the rate set forth or described in the related Indenture Supplement, if any.

Limited Funding Date : With respect to any Series of Notes, the dates that are agreed to between the Issuer and the Noteholders of the Variable Funding Notes, provided that the number of dates in each calendar month does not exceed the number specified in the related Indenture Supplement for the Variable Funding Notes.

Limited Guarantor : Ditech Holding Corporation (formerly known as Walter Investment Management Corp.).

Liquidity Facility : Any liquidity back-stop facility which may be utilized by a Noteholder of a Class to fund some or all of its disbursements on any such Class of the Notes.

Liquidity Provider : With respect to any Series or Class of VFNs, any “Program Support Provider” or similar entity as further described in the related Indenture Supplement and/or Note Purchase Agreement, as applicable.

Majority Noteholders : With respect to any Series or Class of Notes or all Outstanding Notes, the Noteholders of greater than 50% of the Note Balance of the Outstanding Notes of such Series or Class or of all Outstanding Notes or all Outstanding Notes that are not Variable Funding Notes, as the case may be, measured by Voting Interests in any case. Notwithstanding the foregoing, for so long as the Series 2018-VF1 Variable Notes (as defined in the related Indenture Supplement) are Outstanding, the Initial VFN Noteholders, collectively and not individually, shall constitute the "Majority Noteholders" hereunder with respect to the Series 2018-VF1 Variable Notes and related Classes and shall collectively and not individually be included as “Majority Noteholders” with respect to any other Series or Class of Notes and with respect to all Outstanding Notes.

Maximum VFN Principal Balance : For any VFN Class, the amount specified in the related Indenture Supplement.

Monthly Advance Collection Period : With respect to any Payment Date, the period beginning on the Determination Date for the preceding Payment Date and ending at the close of business on the day before the Determination Date for the current Payment Date, except that, with respect to the initial Payment Date hereunder, the Monthly Advance Collection Period begins on the Cut-off Date and ends at the close of business on the day before the related Determination Date.

Month-to-Date Available Funds : With respect to any Interim Payment Date or any Payment Date, the aggregate amount of Collections deposited into the Collection and Funding Account during the period beginning on the day immediately succeeding the Payment Date prior to such Interim Payment Date or Payment Date and ending on such Interim Payment Date or Payment Date.

Moody’s : Moody’s Investors Service, Inc.

Mortgage : With respect to a Mortgage Loan, a mortgage, deed of trust or other instrument encumbering a fee simple interest in real property securing a Mortgage Note.

Mortgage Loan : A loan secured by a Mortgage on real property (including REO Property resulting from the foreclosure of the real property that had secured such loan), which loan has been transferred and assigned to either (i) Freddie Mac and in a Freddie Mac Pool and serviced for Freddie Mac pursuant to a Servicing Agreement or (ii) Fannie Mae and in a Fannie Mae Pool and serviced for Fannie Mae pursuant to a Servicing Agreement.

Mortgage Note : The note or other evidence of the indebtedness of a mortgagor secured by a Mortgage under a Mortgage Loan and all amendments, modifications and attachments thereto.

Mortgaged Property : The interest in real property securing a Mortgage Loan as evidenced by the related Mortgage, together with improvements thereto securing a Mortgage Loan.

to an amount which may be disbursed without resulting in a violation of the Collateral Test, (2) no amounts may be drawn on VFNs on a Limited Funding Date, and (3) the New Receivables Funding Amount on a Limited Funding Date is limited to amounts then on deposit in the Collection and Funding Account minus the Required Expense Reserve.

Net Excess Cash Amount : On any Payment Date or Interim Payment Date, the amount of funds available to be distributed to the Depositor pursuant to Section 4.4(j) , Section 4.5(a)(1)(xii) or Section 4.5(a)(2)(vi) , as applicable.

New York UCC : The Uniform Commercial Code, as in effect in the State of New York.

Non-Judicial Corporate Advance : Any Corporate Advance in respect of a Mortgage Loan secured by a Mortgaged Property located in a Non-Judicial State.

Non-Judicial Corporate Advance Receivable : A Corporate Advance Receivable in respect of a Non‑Judicial Corporate Advance.

Non-Judicial Escrow Advance : Any Escrow Advance in respect of a Mortgage Loan secured by a Mortgaged Property located in a Non-Judicial State.

Non-Judicial Escrow Advance Receivable : An Escrow Advance Receivable in respect of a Non‑Judicial Escrow Advance.

Non-Judicial State : Each of the following: Alabama, Alaska, Arizona, Arkansas, California, Colorado, District of Columbia, Guam, Georgia, Idaho, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, North Carolina, Oregon, Rhode Island, Tennessee, Texas, Utah, Virginia, Washington, West Virginia and Wyoming. Additional Non-Judicial States may be designated from time to time pursuant to Section 12.1 .

Note or Notes : Any note or notes of any Class authenticated and delivered from time to time under this Indenture including, but not limited to, any Variable Funding Note.

Note Balance : On any date (i) for any Term Note, or for any Series or Class of Term Notes, as the context requires, the Initial Note Balance of such Term Note or the aggregate of the Initial Note Balances of the Term Notes of such Series or Class, as applicable, less all amounts paid to the Noteholder of such Term Note or Noteholders of such Term Notes with respect to principal, (ii) for any Variable Funding Note, its VFN Principal Balance on such date and (iii) for any other Note, as set forth in the related Indenture Supplement.

Note Interest Rate : For any Note, or for any Series or Class of Notes as the context requires, the interest rate specified, or calculated as provided in, the related Indenture Supplement.

Note Owner : With respect to a Book Entry Note, the Person who is the owner of such Book Entry Note, as reflected on the books of the Depository, or on the books of a Person maintaining an account with such Depository (directly as a Depository Participant or as an indirect participant, in each case in accordance with the rules of such Depository) and with respect to any Definitive Notes, the Noteholder of such Note.

Note Payment Account : The segregated non-interest bearing trust account or accounts, each of which shall be an Eligible Account, established and maintained pursuant to Section 4.1 and Section 4.8 and entitled “Wells Fargo Bank, N.A., as Indenture Trustee in trust for the Noteholders of the Ditech Agency Advance

Trust Advance Receivables Backed Notes, Note Payment Account,” with the wire instructions as set forth on Schedule 2 hereto.

Note Purchase Agreement : An agreement with one or more initial purchasers or placement agents under which the Issuer will sell the Notes to such initial purchaser, or contract with such placement agent for the initial private placement of the Notes, in each case as further defined in the related Indenture Supplement.

Note Rating Agency : With respect to any Outstanding Class of Notes, each rating agency, if any, specified in the related Indenture Supplement. References to Note Rating Agencies or “each” or “any” Note Rating Agency in this Indenture refer to Note Rating Agencies that were engaged to rate any Notes issued under this Indenture, which Notes are still Outstanding.

Note Register : As defined in Section 6.5.

Note Registrar : The Person who keeps the Note Register specified in Section 6.5 .

Noteholder : The Person in whose name a Note is registered in the Note Register, except that, solely for the purposes of giving certain consents, waivers, requests or demands as may be specified in this Indenture, the interests evidenced by any Note registered in the name of, or in the name of a Person or entity holding for the benefit of, the Issuer, the Receivables Seller or any Person that is an Affiliate of either or both of the Issuer and the Receivables Seller, shall not be taken into account in determining whether the requisite percentage necessary to effect any such consent, waiver, request or demand shall have been obtained. The Indenture Trustee shall have no responsibility to count any Person as a Noteholder who is not permitted to be so counted hereunder pursuant to the definition of “ Outstanding ” unless a Responsible Officer of the Indenture Trustee has actual knowledge that such Person is an Affiliate of either or both of the Issuer and Receivables Seller.

Noteholders’ Amount : As defined in Section 4.3(e).

Obligor : Any Person who owes or may be liable for payments under a Mortgage Loan.

OFAC : As defined in Section 9.1(z).

Officer’s Certificate : A certificate signed by an Issuer Authorized Officer and delivered to the Indenture Trustee. Wherever this Indenture requires that an Officer’s Certificate be signed also by an accountant or other expert, such accountant or other expert (except as otherwise expressly provided in this Indenture) may be an employee of the Receivables Seller or the Servicer.

Opinion of Counsel : A written opinion of counsel reasonably acceptable to the Indenture Trustee, which counsel may, without limitation, and except as otherwise expressly provided in this Indenture and except for any opinions related to tax matters or material adverse effects on Noteholders, be an employee of the Issuer, the Receivables Seller or any of their Affiliates.

Organizational Documents : The Issuer’s Trust Agreement (including the related Owner Trust Certificate).

Other Advance Rate Reduction Event : As defined in the related Indenture Supplement, if applicable.

Other Advance Rate Reduction Event Cure Period : As defined in the related Indenture Supplement, if applicable.

Outstanding : With respect to all Notes and, with respect to a Note or with respect to Notes of any Series or Class means, as of the date of determination, all such Notes theretofore authenticated and delivered under this Indenture, except:

(i) any Notes theretofore canceled by the Indenture Trustee or delivered to the Indenture Trustee for cancellation, or canceled by the Issuer and delivered to the Indenture Trustee pursuant to Section 6.9 ;

(ii) any Notes to be redeemed for whose full payment (including principal and interest) redemption money in the necessary amount has been theretofore deposited with the Indenture Trustee or any Paying Agent in trust for the Noteholders of such Notes; provided that, if such Notes are to be redeemed, notice of such redemption has been duly given if required pursuant to this Indenture, or provision therefore satisfactory to the Indenture Trustee has been made;

(iii) any Notes which are canceled pursuant to Section 7.3 ; and

(iv) any Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture (except with respect to any such Note as to which proof satisfactory to the Indenture Trustee is presented that such Note is held by a person in whose hands such Note is a legal, valid and binding obligation of the Issuer).

For purposes of determining the amounts of deposits, allocations, reallocations or payments to be made, unless the context clearly requires otherwise, references to “Notes” will be deemed to be references to “Outstanding Notes.” In determining whether the Noteholders of the requisite principal amount of such Outstanding Notes have taken any Action hereunder, Notes owned by the Issuer, the Receivables Seller, or any Affiliate of the Issuer or the Receivables Seller shall be disregarded. In determining whether the Indenture Trustee will be protected in relying upon any such Action, only Notes which an Indenture Trustee Authorized Officer has actual knowledge are owned by the Issuer or the Receivables Seller, or any Affiliate of the Issuer or the Receivables Seller, will be so disregarded. Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee proves to the satisfaction of the Indenture Trustee the pledgee’s right to act as owner with respect to such Notes and that the pledgee is not the Issuer or the Receivables Seller or any Affiliate of the Issuer or the Receivables Seller.

Owner : When used with respect to a Note, any related Note Owner.

Owner Trust Certificate : A certificate evidencing a 100% undivided beneficial interest in the Issuer.

Owner Trustee : Wilmington Trust, National Association, a national association, not in its individual capacity but solely as owner trustee under the Trust Agreement, and any successor Owner Trustee thereunder.

Owner Trustee Fee : The annual fee payable as agreed upon by the Owner Trustee and Ditech Financial LLC pursuant to the Owner Trustee Fee Letter.

Owner Trustee Fee Letter : The fee letter agreement between the Owner Trustee and Ditech Financial LLC dated the Closing Date, as amended, supplemented, restated, or otherwise modified, setting forth the fees to be paid to the Owner Trustee for the performance of its duties as Owner Trustee of the Issuer.

Paying Agent : The same Person who serves at any time as the Indenture Trustee, or an Affiliate of such Person, as paying agent pursuant to the terms of this Indenture.

Payment Date : The 15 ^th day of such month or, if such 15 ^th day is not a Business Day, the next Business Day following such 15 ^th day, commencing on the Initial Payment Date.

Payment Date Report : As defined in Section 3.2(b).

Payment Default : An Event of Default of the type described in Section 8.1(a) .

Percentage of Participation : As defined in the Freddie Mac Guide.

Permitted Investments : At any time, any one or more of the following obligations and securities:

(i) (a) direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States or (b) direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, any agency or instrumentality of the United States, provided that such obligations are backed by the full faith and credit of the United States; and provided further that the short-term debt obligations of such agency or instrumentality at the date of acquisition thereof have been rated (x) “A-1” by S&P if such obligations have a maturity of less than 60 days after the date of acquisition or (y) “A-1+” by S&P if such obligations have a maturity greater than 60 days after the date of acquisition;

(ii) repurchase agreements on obligations specified in clause (a) maturing not more than three months from the date of acquisition thereof; provided that the short-term unsecured debt obligations of the party agreeing to repurchase such obligations are at the time rated “A-1+” by S&P;

(iv) commercial paper of any entity organized under the laws of the United States or any state thereof which on the date of acquisition has been rated “A-1+” by S&P;

(v) interests in any U.S. money market fund which, at the date of acquisition of the interests in such fund (including any such fund that is managed by the Indenture Trustee or an Affiliate of the Indenture Trustee or for which the Indenture Trustee or an Affiliate acts as advisor) and throughout the time as the interest is held in such fund, has a rating of “AAAm” from S&P; or

(vi) other obligations or securities that are acceptable to S&P as Permitted Investments hereunder and if the investment of Account funds therein will not result in a reduction of the then current rating of the Notes, as evidenced by a letter to such effect from S&P;

provided , that each of the foregoing investments shall mature no later than the Business Day prior to the Payment Date immediately following the date of purchase thereof (other than in the case of the investment of monies in instruments of which the Indenture Trustee is the obligor, which may mature on the related Payment Date), and shall be required to be held to such maturity; and provided further , that each of the Permitted Investments may be purchased by the Indenture Trustee through an Affiliate of the Indenture Trustee.

Permitted Investments are only those which are acquired by the Indenture Trustee in its name and in its capacity as Indenture Trustee, and with respect to which (A) the Indenture Trustee has noted its interest therein on its books and records, and (B) the Indenture Trustee has purchased such investments for value without notice of any adverse claim thereto (and, if such investments are securities or other financial assets or interests therein, within the meaning of Section 8‑102 of the UCC, without acting in collusion with a Securities Intermediary in violating such Securities Intermediary’s obligations to entitlement holders in such assets, under Section 8‑504 of the UCC, to maintain a sufficient quantity of such assets in favor of such entitlement holders), and (C) either (i) such investments are in the possession of the Indenture Trustee or (ii) such investments, (x) if certificated securities and in bearer form, have been delivered to the Indenture Trustee, or if in registered form, have been delivered to the Indenture Trustee and either registered by the issuer in the name of the Indenture Trustee or endorsed by effective endorsement to the Indenture Trustee or in blank; (y) if uncertificated securities, ownership of such securities has been registered in the name of the Indenture Trustee on the books of the issuer thereof (or another person, other than a Securities Intermediary, either has become the registered owner of the uncertificated security on behalf of the Indenture Trustee or, having previously become the registered owner, acknowledges that it holds for the Indenture Trustee); or (z) if Securities Entitlements representing interests in securities or other financial assets (or interests therein) held by a Securities Intermediary, a Securities Intermediary indicates by book entry that a security or other financial asset has been credited to the Indenture Trustee’s Securities Account with such Securities Intermediary. No instrument described hereunder may be purchased at a price greater than par, if such instrument may be prepaid or called at a price less than its purchase price prior to its stated maturity.

Permitted Lien : Any (i) liens for taxes, assessments, or similar charges incurred in the ordinary course of business and which are not yet due or as to which the period of grace, if any, related thereto has not expired or which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP and (ii) any rights of Fannie Mae or Freddie Mac, as applicable, under the applicable Consent.

Permitted Refinancing : An assignment by the Issuer, subject to satisfaction of Section 2.1(c) , either (i) to a third party unaffiliated with the Servicer or (ii) to a special purpose, bankruptcy-remote entity, of one or more Receivables related to the Mortgage Loans attributable to one or more Designated Pools, as a result of which assignment the assignee pays to the Issuer 100% of the Receivable Balances with respect to such Receivables; provided , that in the case of any special purpose entity, if requested by the Administrative Agent or, for so long as the Series 2018-VF1 Variable Notes (as defined in the related Indenture Supplement) are Outstanding, any Initial VFN Noteholder, an opinion of external legal counsel, reasonably satisfactory to the Administrative Agent, to the effect that the Issuer would not be substantively consolidated with Ditech or any non-special purpose entity Affiliate of Ditech involved in the transactions contemplated herein, shall have been delivered to the Administrative Agent.

Person : Any individual, corporation, estate, partnership, limited liability company, limited liability partnership, joint venture, association, joint-stock company, business trust, trust, unincorporated organization, government or any agency or political subdivision thereof, or other entity of a similar nature.

Place of Payment : With respect to any Class of Notes issued hereunder, the city or political subdivision so designated with respect to such Class of Notes by the Indenture Trustee.

Pool : A Freddie Mac Pool or a Fannie Mae Pool.

Predecessor Notes : Of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 6.2 in lieu of a mutilated, lost, destroyed or stolen Note will be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

Principal and Interest Custodial Account : For Freddie Mac Advances, as defined in the Freddie Mac Guide. For Fannie Mae Advances, the custodial account into which the Servicer is required to remit principal and interest collections on Fannie Mae Mortgage Loans in the related Fannie Mae Pool.

Principal and Interest Payments : For Freddie Mac Advances, as defined in the Freddie Mac Guide. For Fannie Mae Advances, collections of or in respect of principal and interest on Fannie Mae Mortgage Loans in the related Fannie Mae Pool.

PTCE : As defined in Section 6.5(k) .

Qualified Institutional Buyer : As defined in Rule 144A under the Securities Act.

Ratings Effect : A reduction, qualification with negative implications or withdrawal of any then current rating of any Outstanding Notes by an applicable Note Rating Agency (other than as a result of the termination of such Note Rating Agency).

Receivable : The contractual right (i) to reimbursement pursuant to the terms of a Designated Servicing Agreement and the Freddie Mac Guide or the Fannie Mae Guide, as applicable, for an Advance made by the Servicer (including any predecessor servicer) with respect to a Designated Pool pursuant to such Designated Servicing Agreement, which Advance has not previously been reimbursed, and which contractual right to reimbursement has been Granted to the Indenture Trustee for inclusion in the Trust Estate by the Issuer hereunder, and including all rights of the Servicer (including any predecessor servicer) to enforce payment of such obligation under the related Servicing Agreement, consisting of the Initial Receivables and all Additional Receivables and (ii) to amounts to be paid as consideration for any purchase of the contractual right to reimbursement described under clause (i) . A “Receivable” remains a “Receivable,” and is not deemed to have been converted into cash, except to the extent that cash in respect of a reimbursement of that Receivable has been deposited into the Collection and Funding Account. A “Receivable” is originated when the Servicer makes the related Advance or, with respect to Advances made by a predecessor servicer, when the Servicer reimburses the predecessor servicer for such Advance when the Servicer assumes servicing of the related Mortgage Loan.

Receivable Balance : As of any date of determination and with respect to any Receivable, the outstanding amount of such Receivable, which shall only be reduced to the extent that cash in respect of reimbursement of that Receivable has been deposited into the Collection and Funding Account.

Receivable File : The documents described in Section 2.2 pertaining to a particular Receivable.

Receivables Pooling Agreement : The Receivables Pooling Agreement, dated as of the date hereof, between the Depositor, as seller, and the Issuer, as purchaser, as amended, supplemented, restated, or otherwise modified from time to time.

Receivables Sale Agreement : The Receivables Sale Agreement, dated as of the date hereof, among the Limited Guarantor, as guarantor, the Receivables Seller, as seller, and the Depositor, as purchaser, as amended, supplemented, restated, or otherwise modified from time to time.

Receivables Sale Termination Date : The date, after the conclusion of the Revolving Period for all Series and Classes of Notes, on which all amounts due on all Series and Classes of Notes issued by the Issuer pursuant to this Indenture, and all other amounts payable to any party pursuant to this Indenture, shall have been paid in full.

Receivables Seller : Ditech, as seller under the Receivables Sale Agreement.

Record Date : For the interest or principal payable on any Note on any applicable Payment Date or Interim Payment Date, (i) for a Book Entry Note, the last Business Day before such Payment Date or Interim Payment Date, as applicable, and (ii) for a Definitive Note, the last day of the calendar month preceding such Payment Date or Interim Payment Date, as applicable, unless otherwise specified in the related Indenture Supplement.

Redemption Amount : With respect to a redemption of any Series or Class of Notes by the Issuer pursuant to Section 13.1 , an amount, which when applied together with other Available Funds pursuant to Section 4.5 , shall be sufficient to pay an amount equal to the sum of (i) the Note Balance of all Outstanding Notes of such Series or Class as of the applicable Redemption Payment Date or Redemption Date, (ii) all accrued and unpaid interest on the Notes of such Series or Class to be redeemed through the day prior to such Redemption Payment Date or Redemption Date, (iii) any and all amounts allocable to the Notes of such Series or Class to be redeemed and then owing or owing in connection with such redemption to the Indenture Trustee, the Securities Intermediary, the Verification Agent, the Owner Trustee, any Derivative Counterparty, Liquidity Provider or Supplemental Credit Enhancement Provider, from the Issuer pursuant to the terms hereof, and (iv) any and all other amounts allocable to the Notes of such Series or Class to be redeemed then due and payable hereunder (including without limitation all accrued and unpaid Default Supplemental Fees and ERD Supplemental Fees and related shortfall amounts on the Notes of such Series or Class to be redeemed through the day prior to such Redemption Payment Date or Redemption Date) and, in the case of the redemption of all Outstanding Notes, sufficient to authorize the satisfaction and discharge of this Indenture pursuant to Section 7.1 .

Redemption Date : As defined in Section 13.1 .

Redemption Notice : As defined in Section 13.2 .

Redemption Payment Date : For each Series or Class of Notes means the earliest of (i) such date specified in the related Indenture Supplement, (ii) any Payment Date on or after the Payment Date on which the aggregate Note Balance of the Notes of such Series or Class is reduced to less than the Redemption Percentage or (iii) such other date as specified by the Issuer for the optional redemption of any applicable Notes pursuant to Section 13.1 .

Redemption Percentage : For any Class, 10% or such other percentage set forth in the related Indenture Supplement or as otherwise defined in Section 13.1(a) .

Regulation S : Regulation S promulgated under the Securities Act or any successor provision thereto, in each case as the same may be amended from time to time; and all references to any rule, section or subsection of, or definition contained in, Regulation S means such rule, section, subsection, definition or term, as the case may be, or any successor thereto, in each case as the same may be amended from time to time.

Regulation S Definitive Note : As defined in Section 5.2(c)(ii) .

Regulation S Global Note : As defined in Section 5.2(c)(ii) .

Regulation S Note : As defined in Section 5.2(c)(ii) .

Regulation S Note Transfer Certificate : As defined in Section 6.5(i)(ii) .

REO Property : A Mortgaged Property in which Freddie Mac or Fannie Mae or another Person on Freddie Mac’s or Fannie Mae’s behalf, as applicable, has acquired title to such Mortgaged Property through foreclosure or by deed in lieu of foreclosure.

Required Expense Reserve : An amount that, following any Funding Date, shall remain on deposit in the Collection and Funding Account, which amount shall equal (i) the amounts payable in respect of Fees and invoiced or regularly occurring expenses payable from Available Funds on the next Payment Date, plus (ii) all accrued and unpaid interest due on the Notes on the next Payment Date following such Funding Date, plus (iii) all amounts required to be deposited into each Series Reserve Account on the next Payment Date, plus (iv) the aggregate of all Target Amortization Amounts payable on the next Payment Date, except with respect to any Classes of Notes for which the related Indenture Supplement provides that Target Amortization Amounts shall not be reserved as part of the Required Expense Reserve, plus (v) all accrued and unpaid Default Supplemental Fees and ERD Supplemental Fees and related shortfall amounts, if any, due on the Notes on the next Payment Date following such Funding Date, minus (vi) the amounts then on deposit in the Accumulation Accounts.

Reserve Interest Rate : As defined in the related Indenture Supplement for any Series or Class of Notes.

Responsible Officer :

(i) When used with respect to the Indenture Trustee, the Calculation Agent, the Note Registrar, the Securities Intermediary or the Paying Agent, an Indenture Trustee Authorized Officer; and

(ii) when used with respect to the Issuer, any Issuer Authorized Officer who is an officer of the Issuer or is an officer of the Administrator of the type referred to in clause (iii) below; and

(iii) when used with respect to the Servicer or the Administrator, the chief executive officer, the chief financial officer or any vice president of the Servicer or the Administrator, as the case may be.

Retained Note : As defined in Section 9.4.

Revolving Period : For any Series or Class of Notes, the period of time which begins on the related Issuance Date and ends on the earlier to occur of (i) the commencement of the Target Amortization Period for such Series or Class of Notes and (ii) the commencement of the Full Amortization Period.

Risk Retention Letter : A letter agreement dated as of the date hereof in which, among other things, Ditech, as Receivables Seller, will undertake for the benefit of each Applicable Investor, to retain a net economic interest in the securitization for purposes of Article 405(1) of EU Regulation 575/2013.

Rule 144A : Rule 144A promulgated under the Securities Act.

Rule 144A Definitive Note : As defined in Section 5.2(c)(i).

Rule 144A Global Note : As defined in Section 5.2(c)(i).

Rule 144A Note : As defined in Section 5.2(c)(i).

Rule 144A Note Transfer Certificate : As defined in Section 6.5(i)(iii).

S&P : S&P Global Ratings, a division of S&P Global, Inc.

Sale : Any sale of any portion of the Trust Estate pursuant to Section 8.16 .

Sale Date : As defined in the Receivables Sale Agreement.

Sanctions : As defined in Section 9.1(z).

Schedule of Receivables : On any date, a schedule, which shall be delivered by the Administrator to the Indenture Trustee, and maintained by the Indenture Trustee, in an electronic form, listing the outstanding Receivables sold and/or contributed to the Depositor under the Receivables Sale Agreement and sold and/or contributed to the Issuer under the Receivables Pooling Agreement and Granted to the Indenture Trustee pursuant to this Indenture, as updated from time to time to list Additional Receivables Granted to the Indenture Trustee and deducting any amounts paid against the Receivables as of such date, identifying such Receivables by Designated Pool, dollar amount of the related Advance, identifying the Advance Type for such Receivable and identifying the related Mortgage Loan number and date of the related Advance. The Indenture Trustee shall be entitled to rely conclusively on the then current Schedule of Receivables until receipt of a superseding schedule.

Secured Party : As defined in the Granting Clause.

Securities Account : As defined in Section 8‑501(a) of the UCC.

Securities Act : The Securities Act of 1933, as amended.

Securities Intermediary : As defined in Section 8‑102(a)(14) of the UCC, and where appropriate, shall mean Wells Fargo Bank, N.A. or its successor, in its capacity as securities intermediary pursuant to Section 4.9 .

Security Entitlement : As defined in Section 8‑102(a)(17) of the UCC.

Security Interest : The security interest in the Collateral Granted to the Indenture Trustee pursuant to the Granting Clause.

Series : One or more Class or Classes of Notes assigned a series designation.

Series Allocation Percentage : For any Series on any date of determination:

(a) as of any date prior to the Full Amortization Period, the percentage obtained by dividing (i) the Series Invested Amount for such Series by (ii) the aggregate of the Series Invested Amounts for all Outstanding Series; and

(b) as of any date during the Full Amortization Period, the percentage obtained by dividing (i) the Series Invested Amount for such Series as of the first day of the Full Amortization Period by (ii) the aggregate of the Series Invested Amounts as of the first day of the Full Amortization Period for all Outstanding Series.

Series Available Funds : For any Series as of any Payment Date occurring during the Full Amortization Period, the sum of the following:

(i) any proceeds received by the Issuer under any Derivative Agreement for any Class of Notes under such Series that have not been paid or distributed in accordance with such Derivative Agreement (provided that such proceeds may only be used to pay amounts due to those Classes that are entitled to receive those amounts in accordance with the related Indenture Supplement for so long as such Classes of Notes are not repaid in full or refinanced);

(ii) any proceeds received by the Issuer under any Supplemental Credit Enhancement Agreement for any Class of Notes under such Series that have not been paid or distributed in accordance with such Supplemental Credit Enhancement Agreement (provided that such proceeds may only be used to pay amounts due to those Classes that are entitled to receive those amounts in accordance with the related Indenture Supplement for so long as such Classes of Notes are not repaid in full or refinanced);

(iii) such Series’ Series Allocation Percentage of any income derived from Permitted Investments in Trust Accounts that have been established for the benefit of all Series of Notes;

(iv) in respect of each Advance Type of Receivables with a non-zero Advance Rate for such Series, the product of (A) the Advance Type Allocation Percentage for such Advance Type and (B) the Collections then on deposit in the Trust Accounts that are not Sinking Fund Accounts or Series Reserve Accounts (prior to giving effect to any payments on such Payment Date) attributable to Receivables of such Advance Type;

(v) if no Series has a non-zero Advance Rate for any Advance Type of Receivables, the sum, for each such Advance Type of Receivables, of the product of (A) such Series’ Series Allocation Percentage and (B) the Collections then on deposit in the Trust Accounts that are not Sinking Fund Accounts or Series Reserve Accounts (prior to giving effect to any payments on such Payment Date) attributable to Receivables of such Advance Type;

(vi) such Series’ Series Allocation Percentage of any amounts on deposit in any Sinking Fund Accounts (prior to giving effect to any payments on such Payment Date); and

(vii) such Series’ Series Allocation Percentage of any other funds of the Issuer that the Issuer (or the Administrator on behalf of the Issuer) identifies to the Indenture Trustee to be treated as “Available Funds” as of such Payment Date.

Series Fee Limit : For any Series, as specified in the related Indenture Supplement, if applicable.

Series Fees : For any Series, as specified in the related Indenture Supplement, which shall include any amounts payable to any Derivative Counterparty, Supplemental Credit Enhancement Provider or other similar amount payable in respect of a particular Series.

Series Invested Amount : For any Series on any date, the largest Class Invested Amount for all Outstanding Classes of Notes included in such Series.

Series New Receivables Funding Amount : For any Funding Date in respect of Receivables of any Advance Type, for any Series that provides a non-zero Advance Rate for such Advance Type and any Facility Eligible Receivable related to such Advance Type proposed to be funded on such Funding Date, the product of (i)

the applicable Weighted Average CV Adjusted Advance Rate for such Series and (ii) the related Advance Type Allocation Percentage of the aggregate Receivable Balances of the Receivables in respect of such Advance Type under all Designated Pools, including all Receivables conveyed to the Issuer since the previous Funding Date (including in the case of any Series that provides a non-zero Advance Rate for any Delinquency Advance Receivables to be so conveyed on such Funding Date).

Series Required Noteholders : For any Series (a) if not specified in the related Indenture Supplement, Noteholders of any Series constituting the Majority Noteholders of such Series and (b) if specified in the related Indenture Supplement, as set forth in the related Indenture Supplement.

Series Reserve Account : An account established for each Series which shall be a segregated non-interest bearing trust account which is an Eligible Account, established and maintained pursuant to Series 4.1 and Section 4.6 , and in the name of the Indenture Trustee and identified by each relevant Series.

Series Reserve Required Amount : For each Series, the amount calculated as described in the related Indenture Supplement.

Servicer : Ditech in its capacity as the Servicer under the Designated Servicing Agreements and Designated Pools in servicing the related Mortgage Loans for and on behalf of Freddie Mac or Fannie Mae, as applicable, and any successor named servicer appointed under any particular Designated Servicing Agreement or Designated Pool.

Servicer Termination Event : With respect to any Designated Servicing Agreement or Designated Pool, the occurrence of any events or conditions, and the passage of any cure periods and giving to and receipt by the Servicer of any required notices, as a result of which any Person has the current right to terminate the Servicer as servicer under such Designated Servicing Agreement or Designated Pool and the Servicer has received a notice that such Person intends to exercise such right to terminate the Servicer.

Servicing Agreement : Any servicing agreement pursuant to which the Servicer is servicing Mortgage Loans for and on behalf of Freddie Mac or Fannie Mae in connection with one or more Pools included in the master trust, each as amended, supplemented, restated, or otherwise modified from time to time.

Servicing Standards : As defined in Section 10.2(j).

Similar Law : As defined in Section 6.5(k).

Sinking Fund Account : An account established for any Series which shall be a segregated non-interest bearing trust account which is an Eligible Account, established and maintained pursuant to Section 4.1 and Section 4.7 , and in the name of the Indenture Trustee and identified by each relevant Series, with the wire instructions as set forth in the related Indenture Supplement, if any; provided, that, if more than one Sinking Fund Account is to be established for any Series, such accounts may be established as a single Eligible Account with sub-accounts thereof related to specified Classes within such Series as to which Classes a “Sinking Fund Account” has been created and the Sinking Fund Account for a particular Class of such Series shall refer to the sub-account of the related Eligible Account related to such Class.

Sinking Fund Permitted Investments : At any time, any one or more of the following obligations and securities:

provided that such obligations are backed by the full faith and credit of the United States; and provided further that such obligations shall have a maturity of no more than 365 days after the date of acquisition and further the short-term debt obligations of such agency or instrumentality at the date of acquisition thereof have been rated (x) “A-1” by S&P if such obligations have a maturity of less than 60 days after the date of acquisition or (y) “A-1+” by S&P if such obligations have a maturity greater than 60 days after the date of acquisition;

(ii) repurchase agreements on obligations specified in clause (a) maturing not more than twelve months from the date of acquisition thereof and in any event not later than the Business Day immediately preceding the Expected Repayment Date of the Class of Notes related to the Sinking Fund Account in which such Sinking Fund Permitted Investment is held; provided that the short-term unsecured debt obligations of the party agreeing to repurchase such obligations are at the time rated “A-1+” by S&P;

(iii) certificates of deposit, time deposits and bankers’ acceptances of any U.S. depository institution or trust company incorporated under the laws of the United States or any state thereof and subject to supervision and examination by a federal and/or state banking authority of the United States; provided that such obligations shall have a maturity of not more than 365 days after the date of acquisition and further the unsecured short-term debt obligations of such depository institution at the date of acquisition thereof have been rated (x) “A-1” by S&P if such obligations have a maturity of less than 60 days after the date of acquisition or (y) “A-1+” by S&P if such obligations have a maturity greater than 60 days after the date of acquisition;

(iv) commercial paper of any entity organized under the laws of the United States or any state thereof which on the date of acquisition has been rated “A-1+” by S&P; provided that such commercial paper shall have a maturity of no more than 365 days after the date of acquisition;

provided , that each of the foregoing investments shall mature no later than the Business Day prior to the immediately preceding the Expected Repayment Date of the Class of Notes related to the Sinking Fund Account in which such Sinking Fund Permitted Investment is held (other than in the case of the investment of monies in instruments of which the Indenture Trustee is the obligor, which may mature on the related Expected Repayment Date), and shall be required to be held to such maturity; and provided further , that each of the Sinking Fund Permitted Investments may be purchased by the Indenture Trustee through an Affiliate of the Indenture Trustee.

entitlement holders in such assets, under Section 8‑504 of the UCC, to maintain a sufficient quantity of such assets in favor of such entitlement holders), and (C) either (i) such investments are in the possession of the Indenture Trustee or (ii) such investments, (x) if certificated securities and in bearer form, have been delivered to the Indenture Trustee, or if in registered form, have been delivered to the Indenture Trustee and either registered by the issuer in the name of the Indenture Trustee or endorsed by effective endorsement to the Indenture Trustee or in blank; (y) if uncertificated securities, ownership of such securities has been registered in the name of the Indenture Trustee on the books of the issuer thereof (or another person, other than a Securities Intermediary, either has become the registered owner of the uncertificated security on behalf of the Indenture Trustee or, having previously become the registered owner, acknowledges that it holds for the Indenture Trustee); or (z) if Securities Entitlements representing interests in securities or other financial assets (or interests therein) held by a Securities Intermediary, a Securities Intermediary indicates by book entry that a security or other financial asset has been credited to the Indenture Trustee’s Securities Account with such Securities Intermediary. No instrument described hereunder may be purchased at a price greater than par.

Specified Notes : The Class 1 Specified Notes and the Class 2 Specified Notes.

STAMP : As defined in Section 6.5(d).

Stated Maturity Date : For each Class of Notes, the date specified in the Indenture Supplement for such Note as the fixed date on which the outstanding principal and all accrued interest for such Series or Class of Notes is due and payable.

Stop Date : As defined in the Receivables Sale Agreement.

Subsidiary : With respect to any Person, any corporation, partnership or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership or other entity (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such corporation, partnership or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

Supplemental Credit Enhancement Agreement : A letter of credit, cash collateral account or surety bond or other similar arrangement with any credit enhancement provider which provides the benefit of one or more forms of credit enhancement which is referenced in the applicable Indenture Supplement for any Series or Class of Notes.

Supplemental Credit Enhancement Provider : Any party to any Supplemental Credit Enhancement Agreement other than the Issuer or the Indenture Trustee on behalf of the Issuer.

Target Amortization Amount : For any Interim Payment Date or any Payment Date, as the case may be, for each Class of Notes then in its Target Amortization Period, the monthly amount specified in, or calculated as described in, the related Indenture Supplement; provided , that such monthly amount must be either a fixed dollar amount or a fixed percentage of the Note Balance of such Class.

Target Amortization Class : Any Class of Notes that is in its Target Amortization Period.

Target Amortization Event : For any Series or Class of Notes, the occurrence of any of the events designated as such in the related Indenture Supplement (including the occurrence of the Expected Repayment Date); provided , that if any Target Amortization Event occurs with respect to any VFN, it shall constitute a Target Amortization Event for all Classes of VFNs.

Target Amortization Period : For any Class of Notes, the period that begins pursuant to Section 4.12 hereof upon the notice or knowledge of an occurrence of a Target Amortization Event as described in Section 4.12 (or as otherwise provided in the applicable Indenture Supplement) unless waived in accordance with the applicable Indenture Supplement and ends upon the earlier of (i) the commencement of the Full Amortization Period pursuant to Section 4.12 and (ii) the date on which the Notes of such Class are paid or redeemed in full.

Target Amortization Principal Accumulation Account : The segregated non-interest bearing trust account or accounts, each of which shall be an Eligible Account, established and maintained pursuant to Section 4.1 and Section 4.7 and entitled “Wells Fargo Bank, N.A., as Indenture Trustee in trust for the Noteholders of the Ditech Agency Advance Trust Advance Receivables Backed Notes, Target Amortization Principal Accumulation Account,” with the wire instructions as set forth on Schedule 2 hereto.

Target Amortization Principal Accumulation Amount : For any Target Amortization Class on any date, the Target Amortization Amount for the next Payment Date.

Term Note : Notes of any Series or Class designated as “Term Notes” in the related Indenture Supplement.

Transaction Documents : Collectively, this Indenture, each Note Purchase Agreement, the Receivables Sale Agreement, the Receivables Pooling Agreement, each letter with respect to Fees, the Schedule of Receivables and the Designated Servicing Agreement Schedule, all Notes, the Trust Agreement, the Administration Agreement, each Indenture Supplement, the Risk Retention Letter and, if applicable, the Derivative Agreements, the Supplemental Credit Enhancement Agreements and each of the other documents, instruments and agreements entered into in connection with any of the foregoing or the transactions contemplated thereby, each as amended, supplemented, restated, or otherwise modified from time to time.

Transfer : As defined in Section 6.5(h) . It is expressly provided that the term “Transfer” in the context of the Notes includes, without limitation, any distribution of the Notes by (i) a corporation to its shareholders, (ii) a partnership to its partners, (iii) a limited liability company to its members, (iv) a trust to its beneficiaries or (v) any other business entity to the owners of the beneficial interests in such entity.

Trigger Advance Rate : For any Class or Series of Notes, as defined in the related Indenture Supplement. If an Indenture Supplement does not define a “Trigger Advance Rate,” the related Series and Classes shall have no Trigger Advance Rate.

Trust Account or Trust Accounts : Individually, any of the Collection and Funding Account, the Note Payment Account, the Series Reserve Account, the Interest Accumulation Account, the Target Amortization Principal Accumulation Account, the Fee Accumulation Account, the Delinquency Advance Disbursement Account or any Sinking Fund Account and any other account required under any Indenture Supplement, and collectively, all of the foregoing.

Trust Agreement : The Amended and Restated Trust Agreement, dated as of the date hereof, by and among the Depositor, Owner Trustee, Ditech as the Administrator, and the Administrative Agent, as amended, supplemented, restated, or otherwise modified from time to time.

Trust Estate : The trust estate established under this Indenture for the benefit of the Noteholders, which consists of the property described in the Granting Clause, to the extent not released pursuant to Section 7.1 .

Trust Property : The property, or interests in property, constituting the Trust Estate from time to time.

UCC : The Uniform Commercial Code, as in effect in the relevant jurisdiction.

Undrawn Fees : With respect to any Payment Date during the related Revolving Period, an amount equal to the aggregate of the accrued and unpaid Undrawn Fee Amounts for each day of the Monthly Advance Collection Period immediately preceding such Payment Date, plus any unpaid Undrawn Fees from prior Payment Dates.

Undrawn Fee Amount : For any Series of VFNs as specified in the related Indenture Supplement, for each day during the related Revolving Period, an amount equal to the product of (i) the aggregate of the related Maximum VFN Principal Balance of each Class of VFNs less the aggregate of the VFN Principal Balance of each Class of VFNs as of the close of business on such day, and (ii) the Undrawn Fee Rate divided by 360.

Undrawn Fee Rate : For any VFN Class, the rate set forth or described in the related Indenture Supplement, if any.

United States and U.S. : The United States of America.

United States Person : (i) A citizen or resident of the United States, (ii) a corporation or partnership (or entity treated as a corporation or partnership for United States federal income tax purposes) created or organized in or under the laws of the United States, any one of the states thereof or the District of Columbia, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more such United States Persons have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury regulations, certain trusts in existence on August 20, 1996 which are eligible to elect to be treated as United States Persons).

Unmatured Default : With respect to any Designated Servicing Agreement or Designated Pool, the Servicer has received notice of or has actual knowledge of the occurrence of any event or condition which, with notice and/or the passage of any applicable cure period, is reasonably likely to result in a Servicer Termination Event.

U.S. Anti-Money Laundering Laws : As defined in Section 9.1(y).

Variable Funding Note or VFN : Any Note of a Series or Class designated as “Variable Funding Notes” in the related Indenture Supplement.

Verification Agent : AMC Servicing Solutions LLC.

Verification Agent Fee : The fee payable to the Verification Agent hereunder on each Payment Date for services rendered under this Indenture and under the Verification Agent Letter Agreement, which shall be equal to $96,000 per year, payable in monthly installments of $8,000 per month.

Verification Agent Letter Agreement : The Verification Agent Letter Agreement, dated as of the date hereof, by and among Ditech, the Administrative Agent and the Verification Agent.

VFN Draw : For any Interim Payment Date or Payment Date, the amount to be borrowed on such date in relation to any VFNs pursuant to Section 4.3(b) .

VFN Draw Date : Any Interim Payment Date or Payment Date on which a VFN Draw is to be made pursuant to Section 4.3(b) .

VFN Noteholder : The Noteholder of a VFN.

VFN Note Balance Adjustment Request : As defined in Section 4.3(b)(i).

VFN Principal Balance : On any date, for any VFN or for any Series or Class of VFNs, as the context requires, the Note Balance thereof as of the opening of business on the first day of the then-current Interest Accrual Period for such Series or Class less (i) all amounts previously paid during such Interest Accrual Period on such Note with respect to principal plus (ii) the amount of any increase in the Note Balance of such Note during such Interest Accrual Period prior to such date, which amount shall not exceed the Maximum VFN Principal Balance.

Voting Interests : The aggregate voting power evidenced by the Notes, and each Outstanding Note’s Voting Interest within its Series equals the percentage equivalent of the fraction obtained by dividing that Note’s Note Balance by the aggregate Note Balance of all Outstanding Notes within such Series; provided , however , that where the Voting Interests are relevant in determining whether the vote of the requisite percentage of Noteholders necessary to effect any consent, waiver, request or demand shall have been obtained, the Voting Interests shall be deemed to be reduced by the amount equal to the Voting Interests (without giving effect to this provision) represented by the interests evidenced by any Note registered in the name of, or in the name of a Person or entity holding for the benefit of, the Issuer, the Depositor, the Receivables Seller or any Person that is an Affiliate of any of the Issuer, the Depositor or the Receivables Seller. The Indenture Trustee shall have no liability for counting a Voting Interest of any Person that is not permitted to be so counted hereunder pursuant to the definition of “Outstanding” unless a Responsible Officer of the Indenture Trustee has actual knowledge that such Person is the Issuer or the Receivables Seller or an Affiliate of either or both of the Issuer and the Receivables Seller.

For the avoidance of doubt, all actions, consents and votes under the terms and provisions of this Indenture (other than under any Indenture Supplement related to a specific Series) that require a certain percentage of Voting Interests of all Series or any specified Series of Notes, such as the Series Required Noteholders of each Series or the Series Required Noteholders of each Series of Variable Funding Notes, as opposed to all Outstanding Notes, such as the Majority Noteholders of all Outstanding Notes or the Majority Noteholders of all Outstanding Notes that are not Variable Funding Notes, shall be deemed by each of the parties hereto and the Noteholders to require such designated percentage of Voting Interests of each specified Outstanding Series and, in the event any one specified Series fails to provide the required percentage of Voting Interests with respect to any such action, consent or vote, then such action, consent or vote shall be deemed by the parties hereto and the Noteholders to be not approved.

Weighted Average Advance Rate : With respect to any Class of Notes on any date of determination, a percentage equal to the weighted average of the Advance Rates applicable to the Receivables in the case of such Class (weighted based on the Receivable Balances of all Facility Eligible Receivables attributable to each separate Advance Type on such date). With respect to a Series of Notes, the “Weighted Average Advance Rate” shall equal the Weighted Average Advance Rate with respect to the Class within such Series with the highest Advance Rates.

Weighted Average CV Adjusted Advance Rate : With respect to any Class or Series on any date of determination, the lesser of (i) the product of (A) the Weighted Average Advance Rate, for such Class or Series on that date, and (B) a fraction, (1) the numerator of which equals the aggregate Receivable Balances of all Facility Eligible Receivables that have a positive Collateral Value with respect to such Class or Series on such date and (2) the denominator of which equals the aggregate Receivable Balances of all Facility Eligible Receivables attributable to all Designated Pools and (ii) the related Trigger Advance Rate (or, when determined for a Series, the highest Trigger Advance Rate for any Class within such Series).

Wells Fargo : Wells Fargo Bank, N.A.

Write-Down and Conversion Powers : With respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.


Section 1.2.	Interpretation.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(a) reference to and the definition of any document (including this Indenture) shall be deemed a reference to such document as it may be amended or modified from time to time;

(b) all references to an “Article,” “Section,” “Schedule” or “Exhibit” are to an Article or Section hereof or to a Schedule or an Exhibit attached hereto;

(c) defined terms in the singular shall include the plural and vice versa and the masculine, feminine or neuter gender shall include all genders;

(d) the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Indenture shall refer to this Indenture as a whole and not to any particular provision of this Indenture;

(e) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”;

(f) periods of days referred to in this Indenture shall be counted in calendar days unless Business Days are expressly prescribed and references in this Indenture to months and years shall be to calendar months and calendar years unless otherwise specified;

(g) accounting terms not otherwise defined herein and accounting terms partly defined herein to the extent not defined, shall have the respective meanings given to them under GAAP;

(h) “including” and words of similar import will be deemed to be followed by “without limitation”;

(i) references to any Transaction Document (including this Indenture) and any other agreement shall be deemed a reference to such Transaction Document or agreement as it may be amended or modified from time to time;

(j) references to any statute, law, rule or regulation shall be deemed a reference to such statute, law, rule or regulation as it may be amended or modified from time to time;

(k) references to chapters, sections and definitions in the Freddie Mac Guide refer to the chapters, sections and definition references that exist in the Freddie Mac Guide as of the Closing Date, but to the extent that the chapters, sections and definition references change in subsequent amendments to the Freddie Mac Guide, references to the Freddie Mac Guide shall also include any successor or replacement chapter, section and definition references;

(l) references to chapters, sections and definitions in the Fannie Mae Guide and the Fannie Mae Investor Reporting Manual refer to the chapters, sections and definition references that exist in the Fannie Mae Guide and the Fannie Mae Investor Reporting Manual as of the Closing Date, but to the extent that the chapters, sections and definition references change in subsequent amendments to the Fannie Mae Guide or the Fannie Mae Investor Reporting Manual, such references shall also include any successor or replacement chapter, section and definition references; and

(m) for the avoidance of doubt, references to continuation of a Target Amortization Event or Event of Default, or to a Target Amortization Event or Event of Default remaining unwaived, or terms of similar import, shall not be construed as establishing or otherwise indicating that the Issuer, the Receivables Seller, or any other Transaction Party has the independent right to cure any such Event of Default or Target Amortization Event, but is rather presented merely for convenience should such Event of Default or Target Amortization Amount be waived in accordance with the terms of the applicable Transaction Document.


Section 1.3.	Compliance Certificates and Opinions.

Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer will furnish to the Indenture Trustee (1) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and (2) unless the Indenture Trustee waives the requirement of delivery thereof, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. No such certificate or opinion shall be required in any instance where 100% of the Noteholders and any applicable Derivative Counterparty have consented to the related amendment, modification, or action.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture will include:

(a) a statement to the effect that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinion contained in such certificate or opinion are based;

(c) a statement to the effect that such individual has made such examination or investigation as is necessary to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.


Section 1.4.	Form of Documents Delivered to Indenture Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, one or more specified Persons, one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to the other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless the Issuer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, the Issuer stating that the information with respect to such factual matters is in the possession of the Issuer, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.


Section 1.5.	Acts of Noteholders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “ Action ”) provided by this Indenture to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such Action will become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “ Act ” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 11.1 ) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.5 .

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.

(d) Any Action by a Noteholder will bind all subsequent Noteholders of such Noteholder’s Note, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not notation of such Action is made upon such Note.

(e) Without limiting the foregoing, a Noteholder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Noteholder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Noteholders of each such different part.

(f) Without limiting the generality of the foregoing, unless otherwise specified pursuant to one or more Indenture Supplements, a Noteholder, including a Depository that is the Noteholder of a Global Note representing Book-Entry Notes, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by a Noteholder, and a Depository that is the Noteholder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in or security entitlements to any such Global Note through such Depository’s standing instructions and customary practices.

(g) The Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in or security entitlements to any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Noteholders. If such a record date is fixed, the Noteholders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Noteholders remain Noteholders after such record date. No such Action shall be valid or effective if made, given or taken more than ninety (90) days after such record date.


Section 1.6.	Notices, etc., to Indenture Trustee, Issuer, Administrator and the Administrative Agent.

Any Action of Noteholders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, the Indenture Trustee by any Noteholder or by the Issuer will be sufficient for every purpose hereunder if in writing (which shall include electronic transmission) and personally delivered, express couriered, electronically transmitted or mailed by registered or certified mail to the Indenture Trustee (or Wells Fargo Bank, N.A. in any of its capacities) at its Corporate Trust Office, or the Issuer or the Administrator by the Indenture Trustee or by any Noteholder will be sufficient for every purpose hereunder (except with respect to notices to the Indenture Trustee of an Event of Default as provided in Section 8.1 ) if in writing (which shall include electronic transmission) and personally delivered, express couriered, electronically transmitted or mailed by registered or certified mail, addressed to it at (i) the Corporate Trust Office in the case of the Indenture Trustee or Wells Fargo Bank, N.A. in any of its capacities, (ii) Ditech Financial LLC, 1100 Virginia Drive, Suite 100A, Ft. Washington, PA, 19034, in the case of the Administrator or the Servicer, (iii) c/o Wilmington Trust, National Association, as Owner Trustee, Rodney Square North, 1100 North Market Street, Wilmington, DE, 19890, in the case of the Issuer and (iv) c/o Credit Suisse Securities (USA) LLC, One Madison Avenue, 9th Floor, New York, NY 10010, in the case of the Administrative Agent, or, in any case at any other address previously furnished in writing by any such party to the other parties hereto.


Section 1.7.	Notices to Noteholders; Waiver.

(a) Where this Indenture, any Indenture Supplement or any Note provides for notice to registered Noteholders of any event, such notice will be sufficiently given (unless expressly provided otherwise herein, in such Indenture Supplement or in such Note) if in writing and mailed by overnight courier, sent by facsimile, sent by electronic transmission or personally delivered to each Noteholder of a Note affected by such event, at such Noteholder’s address as it appears in the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, facsimile, electronic transmission or delivery, none of the failure to mail, send by facsimile, send by electronic transmission or deliver such notice, or any defect in any notice so mailed, to any particular Noteholders will affect the sufficiency of such notice with respect to other Noteholders and any notice that is mailed, sent by facsimile, sent by electronic transmission or delivered in the manner herein provided shall conclusively have been presumed to have been duly given.

Where this Indenture, any Indenture Supplement or any Note provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Noteholders will be filed with the Indenture Trustee, but such filing will not be a condition precedent to the validity of any action taken in reliance upon such waiver.

(b) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or otherwise, it will be impractical to mail notice of any event to any Noteholder of a Note when such notice is required to be given pursuant to any provision of this Indenture, then any method of notification as will be satisfactory to the Indenture Trustee and the Issuer will be deemed to be a sufficient giving of such notice.

(c) Where this Indenture provides for notice to each Note Rating Agency, failure to give such notice will not affect any other rights or obligations created hereunder and will not under any circumstance constitute an Adverse Effect.


Section 1.8.	Administrative Agent.

(a) Discretion of the Administrative Agent. Subject to the terms and provisions of the relevant Indenture Supplement, any provision providing for the exercise of discretion of the Administrative Agent means that such discretion may be executed in the sole and absolute discretion of the Administrative Agent. In addition, for the avoidance of doubt, as further provided in the definition of “Administrative Agent” herein and notwithstanding any other provision in this Indenture to the contrary, any approvals, consents, votes or other rights exercisable by the Administrative Agent under this Indenture (other than any Indenture Supplement related to a specific Series) shall require the approval, consent, vote or other exercise of rights of each Person specified by name under the definition of “Administrative Agent” or in its stead its Affiliate or successor as noticed to the Indenture Trustee.

(b) Rights of Initial VFN Noteholders. Notwithstanding Section 1.8(a) or anything to the contrary herein, in the related Indenture Supplement or any other Transaction Document, any provision herein or therein providing for the exercise of discretion by the Administrative Agent, including, but not limited to, approvals, satisfaction, acknowledgments, consents, votes or other rights exercisable by the Administrative Agent with respect to or affecting the Series 2018-VF1 Variable Funding Notes (as defined in the related Indenture Supplement) shall also require the approval, satisfaction, acknowledgment, consent, vote or other exercise of rights of each of the Initial VFN Noteholders, as further described in Section 5 of the related Indenture Supplement.

(c) Nature of Duties. The Administrative Agent shall have no duties or responsibilities except those expressly set forth in this Indenture, a related Indenture Supplement or in the other Transaction Documents. The Administrative Agent shall not have by reason of this Indenture or any Transaction Document a fiduciary relationship in respect of any Noteholder. Nothing in this Indenture or any of the Transaction Documents, express or implied, is intended to or shall be construed to impose upon the Administrative Agent any obligations in respect of this Indenture or any of the other Transaction Documents except as expressly set forth herein or therein. Each Noteholder shall make its own independent investigation of the financial condition and affairs of the Issuer in connection with the purchase of any Note and shall make its own appraisal of the creditworthiness of the Issuer and the value of the Collateral, and the Administrative Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Noteholder with any credit or other information with respect thereto, whether coming into its possession before the Closing Date, as applicable, or at any time or times thereafter.

(d) Rights, Exculpation, Etc. The Administrative Agent and its directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it under or in connection with this Indenture or the other Transaction Documents. Without limiting the generality of the foregoing, the Administrative Agent (i) may consult with legal counsel (including, without limitation, counsel to the Administrative Agent or counsel to the Issuer), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel or experts; (ii) makes no warranty or representation to any Noteholder and shall not be responsible to any Noteholder for any statements, certificates, warranties or representations made in or in connection with this Indenture or the other Transaction Documents; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Indenture or the other Transaction Documents on the part of any Person, the existence or possible existence of any default or Event of Default, or to inspect the Collateral or other property (including, without limitation, the books and records) of any Person; (iv) shall not be responsible to any Noteholder for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Indenture or the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall not be deemed to have made any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Indenture Trustee’s Adverse Claim thereon, or any certificate prepared by the Issuer in connection therewith, nor shall the Administrative Agent be responsible or liable to the Noteholders for any failure to monitor or maintain any portion of the Collateral. Without limiting the foregoing and notwithstanding any understanding to the contrary, no Noteholder shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting under this Indenture, the Notes or any of the other Transaction Documents in its own interests as a Noteholder or otherwise.

(e) Reliance. The Administrative Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Indenture or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by it.


Section 1.9.	Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and will not affect the construction hereof.


Section 1.10.	Successors and Assigns.

All covenants and agreements in this Indenture by the Issuer will bind its successors and assigns, whether so expressed or not. All covenants and agreements of the Indenture Trustee in this Indenture shall bind its successors, co-trustees and agents of the Indenture Trustee.


Section 1.11.	Severability of Provisions.

In case any provision in this Indenture or in the Notes will be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.


Section 1.12.	Benefits of Indenture.

Except as otherwise provided in Section 14.7 hereof, nothing in this Indenture or in any Notes, express or implied, will give to any Person, other than the parties hereto and their successors hereunder, any Authenticating Agent or Paying Agent, the Note Registrar, the Securities Intermediary, the Calculation Agent, any Secured Party and the Noteholders of Notes (or such of them as may be affected thereby), any benefit or any legal or equitable right, remedy or claim under this Indenture.


Section 1.13.	Governing Law.

THIS INDENTURE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS INDENTURE, THE RELATIONSHIP OF THE PARTIES HERETO, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES HERETO WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICT OF LAW PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS .


Section 1.14.	Counterparts.

This Indenture may be executed in any number of counterparts, each of which so executed will be deemed to be an original, but all such counterparts will together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Indenture by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Indenture.


Section 1.15.	Submission to Jurisdiction; Waivers.

EACH OF THE PARTIES HERETO AND THE NOTEHOLDERS, BY THEIR ACCEPTANCE OF THE NOTES, HEREBY IRREVOCABLY AND UNCONDITIONALLY:

(a) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS INDENTURE, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;

(b) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

(c) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH HEREIN OR AT SUCH OTHER ADDRESS OF WHICH EACH OTHER PARTY HERETO SHALL HAVE BEEN NOTIFIED IN WRITING;

(d) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION; AND

(e) WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.


Section 1.16.	[Reserved].


Section 1.17.	Notices to S&P.

All written notices to the Note Rating Agency, if such Note Rating Agency is S&P, required hereunder or under any other Transaction Document shall only be sufficient for any purpose hereunder or under such Transaction Document if electronically transmitted to RMBSRans@standardandpoors.com, or such other email address or address as provided by S&P from time to time to the other parties hereto.

Article II

The Trust Estate


Section 2.1.	Contents of Trust Estate.

(a) Grant of Trust Estate . The Issuer has Granted the Trust Estate to the Indenture Trustee, and the Indenture Trustee has accepted this Grant, pursuant to the Granting Clause.

(b) Notification of Freddie Mac or Fannie Mae . The Servicer hereby represents and warrants that it has notified (i) Freddie Mac with respect to the Designated Servicing Agreements and Designated Pools that are Freddie Mac Pools as of the Closing Date, and (ii) Fannie Mae with respect to the Designated Servicing Agreements and Designated Pools that are Fannie Mae Pools as of the Closing Date, of the assignment, transfer of ownership and pledge of Receivables related to such Servicing Agreements and such Pools, including the related Advance Reimbursement Amounts, and that each related Receivable is subject to the Indenture Trustee’s Security Interest and that none of the Advances related to the Designated Servicing Agreements and Designated Pools that are Freddie Mac Pools are subject to any right of set-off or other claim of Freddie Mac, pursuant to the Freddie Mac Consent (if any), and that none of the Advances related to the Designated Servicing Agreements and Designated Pools that are Fannie Mae Pools are subject to any right of set-off or other claim of Fannie Mae, pursuant to the Fannie Mae Acknowledgment. The Consent

indicating the Security Interest of the Indenture Trustee in the Receivables relating to a particular Designated Pool shall be deleted, rescinded or modified when, and only when, all related Receivables have been paid in full or have been released from such Security Interest pursuant to this Indenture. In addition, each Determination Date Administrator Report shall include a list of the Receivables, and any such list or related trial balance or Schedule of Receivables, and any other list of the Receivables provided by the Servicer, the Receivables Seller or the Issuer to any third party (other than any lists provided from time to time solely to Freddie Mac or Fannie Mae) shall include language indicating that the Receivables identified therein are subject to the Indenture Trustee’s Security Interest.

(i) Addition of Designated Servicing Agreements or Designated Pools .

(A) The Receivables Seller or the Servicer may at any time designate any Servicing Agreement relating to a Facility Eligible Pool as a Designated Servicing Agreement, or any Facility Eligible Pool serviced under a Designated Servicing Agreement as a Designated Pool under the Receivables Sale Agreement, whereupon such Servicing Agreement or Facility Eligible Pool shall become a “Designated Servicing Agreement” or “Designated Pool” for purposes of this Indenture if (1) the Administrator has certified in writing to the Indenture Trustee that such Servicing Agreement relates to a Facility Eligible Pool or such Pool is a Facility Eligible Pool, as applicable, (2) the Administrative Agent (in its sole discretion) has approved such Servicing Agreement or Pool for addition and (3) written notice of such addition has been provided to the Note Rating Agencies for Outstanding Notes. Prior to the addition of any Designated Servicing Agreement or Pool as provided in this Section 2.1(c) , the Administrator must certify to the Indenture Trustee in writing that it has filed all financing statements or amendments to financing statements to ensure that the Indenture Trustee’s Security Interest in any Receivables related to any additional Designated Servicing Agreements or Designated Pools is perfected and first priority.

(B) If any Servicing Agreements are added as Designated Servicing Agreements or Pools are added as Designated Pools, the Administrator shall update the Designated Servicing Agreement Schedule and furnish it to the Indenture Trustee, and the most recently furnished schedule shall be maintained by the Indenture Trustee as the definitive Designated Servicing Agreement Schedule.

(ii) Removal of Designated Servicing Agreements or Designated Pools .

(A) The Receivables Seller may remove any Servicing Agreements as a Designated Servicing Agreement or Pool as a Designated Pool under Section 2(c) of the Receivables Sale Agreement, or in the case of a Permitted Refinancing, one or more Receivables related to the Mortgage Loans attributable to one or more Designated Pools, whereupon such agreement or Pool shall no longer constitute a “Designated Servicing Agreement” or “Designated Pool” for purposes of this Indenture (except that, unless the Issuer conducts a Permitted Refinancing, Receivables related to Advances made by the Servicer pursuant to that agreement or under that Pool prior to its removal shall continue to be part of the Trust Estate, in which case the Receivables Seller may not assign to another Person any Receivables arising under that Servicing Agreement until all Receivables that arose under that Servicing Agreement or that Pool that are included in the Trust Estate shall

have been paid in full or sold in a Permitted Refinancing); provided, that no such removal, including any Permitted Refinancing, shall be permitted unless the Collateral Test is satisfied after such removal. Prior to removing any Designated Servicing Agreement or Designated Pool as provided in this Section 2.1(c) , the Issuer must (1) receive prior written approval from the Administrative Agent, which may be given or withheld in its sole and absolute discretion (other than the removal of any Designated Servicing Agreement on or after the Consent Withdrawal Date for the related Pool, in which case, the approval of the Administrative Agent shall not be required) and (2) send prior written notice of such removal to each Note Rating Agency.

(B) If any Servicing Agreements are removed as Designated Servicing Agreements or any Pools are removed as Designated Pools, the Administrator shall update the Designated Servicing Agreement Schedule and furnish it to the Indenture Trustee, and the most recently furnished schedule shall be maintained by the Indenture Trustee as the definitive Designated Servicing Agreement Schedule.

(d) Protection of Transfers to, and Back-up Security Interests of Depositor and Issuer . The Administrator shall take all actions as may be necessary to ensure that the Trust Estate is Granted to the Indenture Trustee pursuant to this Indenture. The Administrator, at its own expense, made all initial filings on or about the Closing Date hereunder and forwarded a copy of such filing or filings to the Indenture Trustee. The Issuer and the Administrator shall cause the filings to be amended from time to time to include the legends as specifically required by the Consents. In addition, and without limiting the generality of the foregoing, the Administrator, at its own expense, shall prepare and forward for filing, or shall cause to be forwarded for filing, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect and maintain the first priority status of the Indenture Trustee’s security interest in the Trust Estate, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of any of the Receivables Seller, the Servicer, the Depositor or the Issuer, (B) any change of location of the jurisdiction of any of the Receivables Seller, the Servicer, the Depositor or the Issuer, (C) any transfer of any interest of the Receivables Seller, the Depositor or the Issuer in any item in the Trust Estate or (D) any change under the applicable UCC or other applicable laws. The Administrator shall enforce the Depositor’s obligations pursuant to the Receivables Pooling Agreement, and the Receivables Seller’s and the Servicer’s obligations pursuant to the Receivables Sale Agreement, on behalf of the Issuer and the Indenture Trustee.

(e) Release of Receivables Following Receivables Sale Termination Date or a Permitted Refinancing . The Indenture Trustee shall release to the Issuer all Receivables in the Trust Estate upon the occurrence of the Receivables Sale Termination Date or a Permitted Refinancing, and shall execute all instruments of assignment, release or conveyance, prepared by the Issuer or the Receivables Seller, and delivered to the Indenture Trustee, as reasonably requested by the Issuer or the Receivables Seller.


Section 2.2.	Receivable Files.

(a) Indenture Trustee . The Indenture Trustee agrees to hold, in trust on behalf of the Noteholders, upon the execution and delivery of this Indenture, the following documents relating to each Receivable:

(i) a copy of each Determination Date Administrator Report in electronic form listing each Receivable Granted to the Trust Estate, the applicable Advance Type for such Receivable and the corresponding Receivable Balance for such Receivable and any other information required in any related Indenture Supplement;

(ii) a copy of each Funding Certification delivered by the Administrator, which shall be maintained in electronic format;

(iii) the current Designated Servicing Agreement Schedule;

(iv) the current Schedule of Receivables; and

(v) any other documentation provided for in any Indenture Supplement;

provided that the Indenture Trustee shall have no responsibility to ensure the validity or sufficiency of the Receivables.

(b) Administrator as Custodian . To reduce administrative costs, the Administrator will act as custodian for the benefit of the Noteholders of the following documents relating to each Receivable:

(i) a copy of the related Designated Servicing Agreement and each amendment and modification thereto;

(ii) any documents other than those identified in Section 2.2(a) received from or made available by Freddie Mac, Fannie Mae, Servicer, securities administrator or other similar party in respect of such Receivable; and

(iii) any and all other documents that the Issuer, the Servicer or the Receivables Seller, as the case may be, shall keep on file, in accordance with its customary procedures, relating to such Receivable or the related Pool or Servicing Agreement.

(c) Delivery of Updated Designated Servicing Agreement Schedules . The Administrator shall deliver to the Indenture Trustee an updated Schedule 1 prior to the addition or deletion of any Servicing Agreement as a Designated Servicing Agreement or any Pool as a Designated Pool and the Indenture Trustee shall hold the most recently delivered version as the definitive Schedule 1 . The Administrator represents and warrants, as of the Closing Date and as of the date any new Servicing Agreement is added as a Designated Servicing Agreement or any new Pool is added as a Designated Pool, that Schedule 1 , as it may be updated by the Administrator from time to time and delivered to the Indenture Trustee, is a true, complete and accurate list of all Designated Servicing Agreements and Designated Pools.

In addition, the Administrator shall furnish to the Indenture Trustee an updated Schedule of Receivables on each Funding Date in electronic form, and the Indenture Trustee shall maintain the most recent Schedule of Receivables it receives, and send a copy to any Noteholder upon request.

(d) Marking of Records . The Administrator shall ensure that, from and after the time of the sale and/or contribution of the Initial Receivables and all Additional Receivables to the Depositor under the Receivables Sale Agreement and to the Issuer under the Receivables Pooling Agreement, and the Grant thereof to the Indenture Trustee pursuant to this Indenture, any records (including any computer records and back‑up archives) maintained by or on behalf of the Receivables Seller or the Servicer that refer to any Receivable indicate clearly the interest of the Issuer and the Security Interest of the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and subject to the Indenture Trustee’s Security Interest. Indication of the Issuer’s ownership of a Receivable and the Security Interest of the Indenture Trustee shall be deleted from or modified on such records when, and only when, such Receivable

has been paid in full, repurchased, or assigned by the Issuer and released by the Indenture Trustee from its Security Interest.


Section 2.3.	Indemnity Payments for Receivables Upon Breach.

(a) Upon discovery by the Issuer or the Administrator, or upon the actual knowledge of a Responsible Officer of the Indenture Trustee, of a breach of any of the representations and warranties of the Receivables Seller as to any Receivable set forth in Section 4(b) of the Receivables Sale Agreement, the party discovering or receiving actual notice of such breach shall give prompt written notice to the other parties hereto. Upon notice of such a breach, the Administrator shall enforce the Issuer’s rights to require the Receivables Seller to deposit the Indemnity Payment with respect to the affected Receivable(s) into the Collection and Funding Account. This obligation shall pertain to all representations and warranties of the Receivables Seller as to the Receivables set forth in Section 4(b) of the Receivables Sale Agreement, whether or not the Receivables Seller has knowledge of the breach at the time of the breach or at the time the representations and warranties were made.

(b) Unless repurchased by the Receivables Seller in a transaction contemplated by the Receivables Sale Agreement or transferred pursuant to a Permitted Refinancing, the Receivables shall remain in the Trust Estate, regardless of any receipt of an Indemnity Payment in the Collection and Funding Account. The sole remedies of the Indenture Trustee and the Noteholders with respect to a breach of any of the representations and warranties of the Receivables Seller as to any Receivable set forth in Section 4(b) of the Receivables Sale Agreement shall be to enforce the obligation of the Issuer hereunder and the remedies of the Issuer (as assignee of the Depositor) against the Receivables Seller under the Receivables Sale Agreement. The Indenture Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the payment of any Indemnity Payment for any Receivable pursuant to this Section 2.3, except as otherwise provided in Section 11.2 .

(c) To the extent not prohibited by Applicable Law, the Administrator and solely during the continuation of an Event of Default, the Indenture Trustee, are authorized to commence at the written direction of the Administrative Agent or the Majority Noteholders of all Outstanding Notes, in its own name or in the name of the Issuer, legal proceedings to enforce any Receivable against any successor servicer or other appropriate party or to commence or participate in a legal proceeding (including without limitation a bankruptcy proceeding) relating to or involving a Receivable, the Receivables Seller or the Servicer; provided , however , that nothing contained herein shall obligate the Indenture Trustee to take or initiate such action or legal proceeding, unless indemnity reasonably satisfactory to it shall have been provided. The Administrator shall deposit or cause to be deposited into the Collection and Funding Account, on behalf of the Indenture Trustee and the Noteholders, all amounts realized in connection with any such action.


Section 2.4.	Duties of Custodian with Respect to the Receivables Files.

(a) Safekeeping . Wells Fargo or the Administrator, in its capacity as custodian (each, a “ Custodian ”) pursuant to Section 2.2(b) , shall hold the portion of the Receivable Files that it is required to maintain under Section 2.2 in its possession from time to time for the use and benefit of all present and future Noteholders, and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Calculation Agent and the Indenture Trustee to comply with this Indenture. Each Custodian shall promptly report to the Issuer any failure on its part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. The Indenture Trustee shall have no responsibility or liability for any actions or omissions of the Administrator in its capacity as Custodian or otherwise.

(b) Maintenance of and Access to Records . Each Custodian shall maintain each portion of the Receivable File that it is required to maintain under this Indenture at its offices at the Corporate Trust Office (in the case of the Indenture Trustee) or Ditech Financial LLC, 1100 Virginia Drive, Suite 100A, Ft. Washington, PA, 19034 (in the case of the Administrator) as the case may be, or at such other office as shall be specified to the Indenture Trustee and the Issuer by thirty (30) days’ prior written notice. The Administrator shall take all actions necessary, or reasonably requested by the Administrative Agent, the Majority Noteholders of all Outstanding Notes or the Indenture Trustee, to amend any existing financing statements and continuation statements, and file additional financing statements to further perfect or evidence the rights, claims or security interests of the Indenture Trustee under any of the Transaction Documents (including the rights, claims or security interests of the Depositor and the Issuer under the Receivables Sale Agreement and the Receivables Pooling Agreement, respectively, which have been assigned to the Indenture Trustee). The Indenture Trustee and the Administrator, in their capacities as Custodian(s), shall make available to the Issuer, the Calculation Agent, any group of Interested Noteholders and the Indenture Trustee (in the case of the Administrator) or their duly Authorized Representatives, attorneys or auditors the portion of the Receivable Files that it is required to maintain under this Indenture and the accounts, books and records maintained by the Indenture Trustee or the Administrator with respect thereto as promptly as reasonably practicable following not less than two (2) Business Days prior written notice for examination during normal business hours and in a manner that does not unreasonably interfere with such Person’s ordinary conduct of business.


Section 2.5.	Application of Trust Money.

All money deposited with the Indenture Trustee or the Paying Agent pursuant to Section 4.2 shall be held in trust and applied by the Indenture Trustee or the Paying Agent, as the case may be, in accordance with the provisions of the Notes and this Indenture, to the payment to the Persons entitled thereto, of the principal, interest, fees, costs and expenses (or payments in respect of the New Receivables Funding Amount or other amount) for whose payment such money has been deposited with the Indenture Trustee or the Paying Agent.

Article III

Administration of Receivables; Reporting to Investors


Section 3.1.	Duties of the Calculation Agent.

(a) General . The Calculation Agent shall initially be Wells Fargo Bank, N.A. The Calculation Agent is appointed for the purpose of making calculations and verifications as provided in this Section 3.1(a) . The Calculation Agent, as agent for the Noteholders, shall provide all services necessary to fulfill the role of Calculation Agent as set forth in this Indenture.

By 2:00 p.m. New York City time on each Payment Date (or such other time as may be agreed to from time to time by the Servicer, the Indenture Trustee and the Administrative Agent), based upon information provided to the Indenture Trustee and the Calculation Agent by the Servicer pursuant to the Designated Servicing Agreements and the Transaction Documents, as well as each applicable Determination Date Administrator Report and all available reports issued by the Servicer for the applicable Pool, the Calculation Agent shall prepare, or cause to be prepared, and deliver by overnight courier or electronic means (including on the website pursuant to Section 3.5(a) ) to Noteholders and each Note Rating Agency, a report setting forth the information set forth below plus a Series-specific Calculation Agent Report reporting the items for each Series that are specified in the related Indenture Supplement (collectively for each Series, the “ Calculation Agent Report ” but only to the extent such information is received from the Servicer):

(i) The aggregate unpaid principal balance of the Mortgage Loans in each Pool as reported in the Freddie Mac or the Fannie Mae, as applicable, reports for the previous calendar month;

(ii) (A) The aggregate Month-to-Date Available Funds collected, (B) the aggregate Advance Reimbursement Amounts, (C) the aggregate amount of Indemnity Payments and (D) the aggregate amount of proceeds collected during the Monthly Advance Collection Period preceding the upcoming Payment Date or the Advance Collection Period preceding the upcoming Interim Payment Date in respect of all Designated Pools;

(iii) The aggregate of the Receivable Balances of the Receivables funded during the Monthly Advance Collection Period preceding the upcoming Payment Date or the Advance Collection Period preceding the upcoming Interim Payment Date for all Designated Pools;

(iv) The aggregate of the Receivable Balances for each of the Delinquency Advances, Delinquent MBS Mortgage Repurchase Advances, Escrow Advances, Judicial Escrow Advances, Non-Judicial Escrow Advances, Corporate Advances, Judicial Corporate Advances and Non-Judicial Corporate Advances, attributable to each Designated Pool, as of the close of business on the day before the related Determination Date, plus the Receivable Balances for the Delinquency Advances to be funded on the upcoming Funding Date;

(v) For each Designated Pool, the percentage equivalent of the quotient of (A) the aggregate of the Receivable Balances of all Receivables attributable to such Designated Pool divided by (B) the aggregate of the Receivable Balances of all Receivables included in the Trust Estate;

(vi) An indication (yes or no) as to whether the Collateral Test is satisfied for each Class and Series, and for the facility as a whole as of the close of business on the last day of the Monthly Advance Collection Period preceding the upcoming Payment Date or the Advance Collection Period preceding the upcoming Interim Payment Date;

(vii) If the Full Amortization Period is in effect, the Series Available Funds for each Series for the upcoming Payment Date;

(viii) The identification of the related Derivative Counterparty, if any, for any Series, the current debt rating for such Derivative Counterparty, the notional amount for the Derivative Agreement and the applicable rate payable in respect of the Derivative Agreement;

(ix) A list of each Event of Default and presenting a yes or no answer beside each indicating whether each any such Event of Default has occurred as of the end of the Monthly Advance Collection Period preceding the upcoming Payment Date or the Advance Collection Period preceding the upcoming Interim Payment Date;

(x) If required by any VFN Noteholder, the aggregate New Receivables Funding Amount to be paid on the upcoming Funding Date, and the amount to be drawn on each Class of VFNs Outstanding in respect of such New Receivables Funding Amount and the portion of such New Receivables Funding Amount that is to be paid using Available Funds pursuant to Section 4.5(a)(1)(vii) or Section 4.4(e) as applicable and the amount to be drawn on each Class of VFNs Outstanding in respect of Excess Receivables Funding Amounts;

(xi) If any Note is Outstanding, the amount, if any, to be paid on each such Class in reduction of the aggregate Principal Balance on the upcoming Payment Date or Interim Payment Date;

(xii) The amount of Fees to be paid on the upcoming Payment Date;

(xiii) A list of each Receivable Granted to the Trust Estate, the applicable Advance Type for such Receivable and the corresponding Receivable Balance for such Receivable;

(xiv) The Required Expense Reserve and Series Reserve Required Amount for each Series of Notes for the upcoming Payment Date or Interim Payment Date;

(xv) The Fee Accumulation Amount, the Interest Accumulation Amount and the Target Amortization Principal Accumulation Amount for the upcoming Interim Payment Date;

(xvi) The Weighted Average Advance Rate and Weighted Average CV Adjusted Advance Rate for each Series and Class of the Notes and the Trigger Advance Rate for each Series and Class of the Notes, if any;

(xvii) The Class Invested Amount and, if applicable, the Series Invested Amount for each Series and Class for the upcoming Payment Date or Interim Payment Date;

(xviii) The Interest Payment Amount, the Target Amortization Amount, Default Supplemental Fee and ERD Supplemental Fee for each Class of Outstanding Notes for the upcoming Payment Date, and the Interest Amount, the Cumulative Interest Shortfall Amount, the Cumulative Default Supplemental Fee Shortfall Amount and Cumulative ERD Supplemental Fee Shortfall Amount for each Class of Notes for the Interest Accrual Period related to the upcoming Payment Date; and

(xix) The aggregate Collateral Value of all Facility Eligible Receivables for each Outstanding Series and the sum for all Outstanding Series as of the close of business on the day before the related Determination Date, pro forma Collateral Value of Facility Eligible Receivables for each Outstanding Series and the sum for all Outstanding Series that will be created upon the funding of Delinquency Advances to be funded on the related Funding Date.

By 2:00 p.m. New York City time on each Interim Payment Date or Limited Funding Date (or such other time as may be agreed to from time to time by the Servicer, the Indenture Trustee and the Administrative Agent), based upon information provided to the Indenture Trustee and the Calculation Agent by the Servicer pursuant to the Designated Servicing Agreements and the Transaction Documents, as well as each applicable Determination Date Administrator Report and all available reports issued by the Servicer for the applicable Pool, the Calculation Agent shall prepare, or cause to be prepared, and deliver by first class mail or electronic means (including on the website pursuant to Section 3.5(a) ) to Noteholders and each Note Rating Agency, a report setting forth the information set forth below plus a Series-specific Data Aggregation Report reporting the items for each Series that are specified in the related Indenture Supplement (collectively for each Series, the “ Data Aggregation Report ” to the extent such information is received from the Servicer):

(i) The aggregate unpaid principal balance of the Mortgage Loans in each Pool as reported in the Freddie Mac or the Fannie Mae, as applicable, reports for the previous calendar month;

(iv) The aggregate of the Receivable Balances for each of the Delinquency Advances, the Delinquent MBS Mortgage Repurchase Advances, Escrow Advances, Judicial Escrow Advances, Non-Judicial Escrow Advances, Corporate Advances, Judicial Corporate Advances and Non-Judicial Corporate Advances, attributable to each Designated Pool, as of the close of business on the day before the related Determination Date, plus the Receivable Balances for the Delinquency Advances to be funded on the upcoming Funding Date;

(v) An indication (yes or no) as to whether the Collateral Test is satisfied for each Class and Series, and for the facility as a whole as of the close of business on the last day of the Monthly Advance Collection Period preceding the upcoming Payment Date or the Advance Collection Period preceding the upcoming Interim Payment Date;

(vi) A list of each Event of Default and presenting a yes or no answer beside each indicating whether each possible Event of Default has occurred as of the end of the Monthly Advance Collection Period preceding the upcoming Payment Date or the Advance Collection Period preceding the upcoming Interim Payment Date;

(vii) If required by any VFN Noteholder, the aggregate New Receivables Funding Amount to be paid on the upcoming Funding Date, and the amount to be drawn on each Class of VFNs Outstanding in respect of such New Receivables Funding Amount and the portion of such New Receivables Funding Amount that is to be paid using Available Funds pursuant to Section 4.5(a)(1)(vii) ;

(viii) The amount of Fees to be paid on the upcoming Payment Date;

(ix) The Required Expense Reserve and Series Reserve Required Amount for each Series of Notes for the upcoming Payment Date or Interim Payment Date;

(x) The Fee Accumulation Amount, the Interest Accumulation Amount and the Target Amortization Principal Accumulation Amount for the upcoming Interim Payment Date;

(xi) The Class Invested Amount and, if applicable, the Series Invested Amount for each Series and Class for the upcoming Payment Date or Interim Payment Date; and

(xii) The Interest Payment Amount, the Target Amortization Amount, Default Supplemental Fee and ERD Supplemental Fee for each Class of Outstanding Notes for the upcoming Payment Date, and the Interest Amount, the Cumulative Interest Shortfall Amount, the Cumulative Default Supplemental Fee Shortfall Amount and Cumulative ERD Supplemental Fee Shortfall

Amount for each Class of Notes for the Interest Accrual Period related to the upcoming Payment Date.

(b) Termination of Calculation Agent . The Issuer (with the consent of, together, the Majority Noteholders for all Outstanding Notes that are not Variable Funding Notes and the Series Required Noteholders for all Series of Variable Funding Notes that are Outstanding) may at any time terminate the Calculation Agent without cause upon sixty (60) days’ prior notice. If at any time the Calculation Agent shall fail to resign after written request therefor as set forth in this Section 3.1(b) , or if at any time the Calculation Agent shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Calculation Agent or of its property shall be appointed, or if any public officer shall take charge or Control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Majority Noteholders of all Outstanding Notes may remove the Calculation Agent and such Noteholders shall also remove the Indenture Trustee as provided in Section 11.9(c) . If the Calculation Agent resigns or is removed under the authority of the immediately preceding sentence, then a successor Calculation Agent shall be appointed pursuant to Section 11.9 . The Issuer shall give each Note Rating Agency, each Derivative Counterparty and the Noteholders notice of any such resignation or removal of the Calculation Agent and appointment and acceptance of a successor Calculation Agent. Notwithstanding the foregoing, no resignation, removal or termination of the Calculation Agent shall be effective until the acceptance of appointment by the successor Calculation Agent as provided herein. Any successor Indenture Trustee appointed shall also be the successor Calculation Agent hereunder, if the predecessor Indenture Trustee served as Calculation Agent and no separate Calculation Agent is appointed. Notwithstanding anything to the contrary herein, the Indenture Trustee may not resign as Calculation Agent unless it also resigns as Indenture Trustee pursuant to Section 11.9(b) .

(c) Successor Calculation Agents . Any successor Calculation Agent appointed hereunder shall execute, acknowledge and deliver to the Issuer and to its predecessor Calculation Agent an instrument accepting such appointment under this Indenture, and thereupon the resignation or removal of the predecessor Calculation Agent shall become effective and such successor Calculation Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Indenture, with like effect as if originally named as Calculation Agent. The predecessor Calculation Agent shall deliver to the successor Calculation Agent all documents and statements held by it under this Indenture. The Issuer and the predecessor Calculation Agent shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Calculation Agent all such rights, powers, duties and obligations. Upon acceptance of appointment by a successor Calculation Agent as provided in this Section 3.1, the Issuer shall mail notice of the succession of such successor Calculation Agent under this Indenture to all Noteholders at their addresses as shown in the Note Register and shall give notice by mail to each Derivative Counterparty and each applicable Note Rating Agency. If the Issuer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Calculation Agent, the successor Calculation Agent shall cause such notice to be mailed at the expense of the Administrator.


Section 3.2.	Reports by Administrator and Indenture Trustee.

Indenture Trustee in its Determination Date Administrator Report concerning New Receivables Funding Amounts or payments on any Variable Funding Note in respect of an Interim Payment Date, then the Indenture Trustee shall apply no Available Funds to pay New Receivables Funding Amounts or to make payment on any Note on such Interim Payment Date.

By no later than 12:00 p.m. (noon) New York City time on the second (2 ^nd ) Business Day prior to each Funding Date that is a VFN Draw Date (or such other time as may be agreed to from time to time by the Servicer, the Indenture Trustee and the Administrative Agent) or the first Business Day prior to each Funding Date that is not a VFN Draw Date (or such other time as may be agreed to from time to time by the Servicer, the Indenture Trustee and the Administrative Agent), the Administrator shall prepare and deliver to the Issuer, the Indenture Trustee, the Calculation Agent, the Administrative Agent, each VFN Noteholder, each Derivative Counterparty (as applicable, with respect to the related Series of Notes) and the Paying Agent a report (the “ Determination Date Administrator Report ”) (in electronic form) setting forth each data item required to be reported by the Calculation Agent to Noteholders, each Derivative Counterparty (as applicable, with respect to the related Series of Notes) and each Note Rating Agency in its Calculation Agent Report pursuant to Section 3.1 .

The Indenture Trustee may rely on the most recent Determination Date Administrator Report provided to the Indenture Trustee by the Administrator.

(b) Payment Date Report . By no later than 3:00 p.m. New York City time on each Payment Date, the Indenture Trustee shall prepare and deliver to the Issuer, the Calculation Agent, the Administrator, the Paying Agent, the Administrative Agent, each VFN Noteholder each Derivative Counterparty (as applicable, with respect to the related Series of Notes) and each Note Rating Agency a report (the “ Payment Date Report ”) reporting the following for such Payment Date and the Monthly Advance Collection Period preceding such Payment Date:

(i) the amount on deposit in the Collection and Funding Account as of the opening of business on the first day of such Monthly Advance Collection Period;

(ii) the aggregate amount of all Collections deposited into the Collection and Funding Account during such Monthly Advance Collection Period;

(iii) the aggregate amount of Indemnity Payments deposited into the Collection and Funding Account during such Monthly Advance Collection Period;

(iv) the total of all (A) payments in respect of each Class of Notes (separately identifying interest and principal paid on each Class) made on the Payment Date and each Interim Payment Date that occurred during the Monthly Advance Collection Period, (B) all New Receivables Funding Amounts paid in respect of Facility Eligible Receivables during such Advance Collection Period separately identifying the portion thereof paid from funds in the Collection and Funding Account and the portion thereof paid using proceeds of fundings of an increase in VFN Principal Balance(s) for each Class of VFNs, and (C) all Net Excess Cash Amounts paid to the Depositor as holder of the Owner Trust Certificate on the Payment Date and each Interim Payment Date that occurred during such Monthly Advance Collection Period;

(v) the amount transferred from the Collection and Funding Account to the Note Payment Account in respect of the Payment Date that occurred during such Monthly Advance Collection Period;

(vi) the amount on deposit in each of the Interest Accumulation Account, Target Amortization Principal Accumulation Account, the Fee Accumulation Account and any other Trust Accounts set forth under any Indenture Supplement as of the close of business on the last Interim Payment Date before such Payment Date;

(vii) the aggregate amount of Collections received during the Monthly Advance Collection Period;

(viii) the amount of Available Funds for such Payment Date (the sum of the items reported in clause (vi) , plus the items reported in clause (vii) );

(ix) the amount on deposit in the Series Reserve Account for each Series, and, if applicable, the amount the Indenture Trustee is to withdraw from each such Series Reserve Account and deposit into the Note Payment Account on such Payment Date for application to the related Series of Notes;

(x) the amount of each payment required to be made by the Indenture Trustee or the Paying Agent pursuant to Section 4.5 on such Payment Date, including an identification, for each Class of Notes, as applicable, and for all Outstanding Notes in the aggregate, of

(A) any Cumulative Interest Shortfall Amount for each Class of Notes and for all Outstanding Notes of each Series in the aggregate;

(B) the Interest Amount for each Class of Notes for the Interest Accrual Period related to such Payment Date;

(D) the Series Reserve Required Amount for each Series of Notes then Outstanding;

(E) the Target Amortization Amount to be paid on such Payment Date on each Class of Outstanding Notes that is in its Target Amortization Period;

(F) the unpaid Note Balance for each Class and Series of Notes and for all Outstanding Notes in the aggregate (before and after giving effect to any principal payments to be made on such Payment Date);

(xi) the amount of Fees to be paid on such Payment Date;

(xii) (A) the Collateral Value of all Facility Eligible Receivables, as of the close of business on the last day of such Monthly Advance Collection Period and as of the close of business on such Payment Date for each Outstanding Series of Notes, (B) the amount on deposit in the Collection and Funding Account, the Interest Accumulation Account, the Fee Accumulation Account, the Target Amortization Principal Accumulation Account, any other Trust Accounts set forth in any related Indenture Supplement and the Note Payment Account as of the close of business on the last day of such Monthly Advance Collection Period and as of the close of business on such Payment Date, and (C) a confirmation that the Collateral Test was satisfied at such time and whether

it will be satisfied as of the close of business on such Payment Date after all payments and distributions described in Section 4.5(a) ; provided that sufficient information has been provided by the Servicer; and

(xiii) the Interest Amount, the Cumulative Interest Shortfall Amount, the Default Supplemental Fees, the Cumulative Default Supplemental Fee Shortfall Amount, the ERD Supplemental Fees and the Cumulative ERD Supplemental Fee Shortfall Amount for each Series and Class of Notes for the Interest Accrual Period related to the upcoming Payment Date.

The Payment Date Report shall also state any other information required pursuant to any related Indenture Supplement necessary for the Paying Agent and the Indenture Trustee to make the payments required by Section 4.5(a) and all information necessary for the Indenture Trustee to make available to Noteholders pursuant to Section 3.5 .

(c) Interim Payment Date Reports . By no later than 3:00 p.m. New York City time on each Interim Payment Date on which there is a VFN Outstanding and on which the Full Amortization Periods have not yet begun, the Indenture Trustee shall prepare and deliver to the Issuer, the Calculation Agent, the Administrator, the Paying Agent, the Administrative Agent, each Derivative Counterparty (as applicable, with respect to the related Series of Notes) and each VFN Noteholder a report (an “ Interim Payment Date Report ”) reporting the following for such Interim Payment Date and the Advance Collection Period preceding such Interim Payment Date, to the extent such information is received from the Servicer:

(i) (A) the amount on deposit in the Collection and Funding Account as of the close of business on the last day before the beginning of such Advance Collection Period and (B) the amounts on deposit in the Interest Accumulation Account, the Target Amortization Principal Accumulation Account, the Fee Accumulation Account and any other Trust Accounts set forth in any Indenture Supplement, as of the close of business on the immediately preceding Payment Date or Interim Payment Date;

(ii) the amount of all Collections deposited into the Collection and Funding Account during such Advance Collection Period;

(iii) the aggregate amount of Indemnity Payments deposited into the Collection and Funding Account during such Advance Collection Period;

(iv) the aggregate amount of deposits into the Collection and Funding Account from the Note Payment Account in respect of the Payment Date, if any, that occurred during such Advance Collection Period;

(v) the total of all (A) payments in respect of each Class of Notes (separately identifying interest and principal paid on each Class of Variable Funding Notes) made on the Payment Date or Interim Payment Date that occurred during such Advance Collection Period, (B) all New Receivables Funding Amounts that were paid during such Advance Collection Period, separately identifying the portion thereof paid from funds on deposit in the Collection and Funding Account and the portion thereof paid using proceeds of an increase in VFN Principal Balance(s) for each Class of VFNs, and (C) all Net Excess Cash Amounts paid to the Depositor as holder of the Owner Trust Certificate on the Payment Date or Interim Payment Date that occurred during such Advance Collection Period;

(vi) the amount transferred from the Collection and Funding Account to the Note Payment Account in respect of the Payment Date, if any, that occurred during such Advance Collection Period;

(vii) the amount of Available Funds for such Interim Payment Date (calculated as the sum of the items reported in clauses (i)(B) and (vi) );

(viii) the amount on deposit in the Series Reserve Account for each Series and the Series Reserve Required Amount for such Series Reserve Account, and the amount to be deposited into each Series Reserve Account on such Interim Payment Date;

(ix) the amounts required to be deposited on such Interim Payment Date into the Interest Accumulation Account, Target Amortization Principal Accumulation Account, Fee Accumulation Account and any other Trust Account referenced in any related Indenture Supplement, respectively;

(x) the amount of Available Funds to be applied toward the New Receivables Funding Amount in respect of Facility Eligible Receivables on the upcoming Interim Payment Date pursuant to Section 4.4(e) ;

(xi) the amount to be applied to reduce the aggregate VFN Principal Balance of each Class of VFNs on such Interim Payment Date (as reported to the Indenture Trustee by the Administrator);

(xii) the amount of any Net Excess Cash Amount paid to the Depositor as holder of the Owner Trust Certificate on such Interim Payment Date;

(xiii) the Collateral Value of all Facility Eligible Receivables as of the end of such Advance Collection Period and as of the close of business on such Interim Payment Date for each Outstanding Series of Notes and the amount on deposit in the Collection and Funding Account, the Interest Accumulation Account, the Fee Accumulation Account, the Target Amortization Principal Accumulation Account, the Note Payment Account and any other Trust Account referenced in a related Indenture Supplement as of the end of business on the last day of such Advance Collection Period and as of the close of business on such Interim Payment Date;

(xiv) a confirmation that the Collateral Test was satisfied as of the end of business on the last day of such Advance Collection Period and whether it will be satisfied at such time after effecting the payments described in Section 4.4 ; provided that sufficient information has been provided by the Servicer; and

(xv) any other amounts specified in an Indenture Supplement.

(d) No Duty to Verify or Recalculate . Notwithstanding anything contained herein to the contrary, none of the Calculation Agent (except as described in Section 3.1(a) ), the Indenture Trustee or the Paying Agent shall have any obligation to verify or recalculate any information provided to them by the Administrator, and may rely on such information in making the allocations and payments to be made pursuant to Article IV .


Section 3.3.	Annual Statement as to Compliance; Agreed Upon Procedures Reports.

(a) Annual Officer’s Certificates .

(i) The Receivables Seller shall deliver to each Note Rating Agency and the Indenture Trustee, on or before March 31 of each calendar year, beginning on March 31, 2019, an Officer’s Certificate executed by the chief financial officer or treasurer of the Receivables Seller, stating that (A) a review of the activities of the Receivables Seller during the preceding 12-month period ended December 31 and of its performance under this Indenture and the Receivables Sale Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Receivables Seller has fulfilled all its obligations under this Indenture and the Receivables Sale Agreement in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof.

(ii) The Administrator shall deliver to each Note Rating Agency and the Indenture Trustee, on or before March 31 of each calendar year, beginning on March 31, 2019, an Officer’s Certificate executed by the chief financial officer or treasurer of the Administrator, stating that (A) a review of the activities of the Issuer, the Depositor and the Administrator during the preceding 12-month period ended December 31 and of its performance under this Indenture, the Receivables Sale Agreement and the Receivables Pooling Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Administrator has fulfilled all its obligations under this Indenture in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof.

(b) [Reserved] .

(c) Annual Regulation AB/USAP Report . The Servicer shall, on or before the last Business Day of the fifth (5 ^th ) month following the end of each of the Servicer’s fiscal years (December 31), beginning in 2018, deliver to the Indenture Trustee who shall forward to each Noteholder a copy of the results of any Regulation AB required attestation report or Uniform Single Attestation Program for Mortgage Bankers or similar review conducted on the Servicer by its accountants and any other reports reasonably requested by the Administrative Agent or, for so long as the Series 2018-VF1 Variable Notes (as defined in the related Indenture Supplement) are Outstanding, any Initial VFN Noteholder, within two (2) Business Days of receipt of such results from the Servicer and each Subservicer.

(d) Agreed Upon Procedures Report . Within forty-five (45) days of the end of each calendar month, the Servicer shall cause AMC Servicing Solutions LLC or such other professional services firm designated by the Administrator and the Administrative Agent (who may also render other services to the Servicer, the Receivables Seller or the Depositor) (the “ Verification Agent ”) to furnish, a report with respect to such calendar month, to Administrator, the Administrative Agent and each Noteholder, (i) to the effect that the Verification Agent has applied certain procedures, to be determined at the discretion of the Administrative Agent after consultation with the Servicer and shall be incorporated as Exhibit C hereto after the Closing Date, including re-performance of certain accounting procedures performed by the Servicer pursuant to Designated Servicing Agreements and examination of certain documents and records related to the disbursement and reimbursement of Advances with respect to the Designated Pools under the related Designated Servicing Agreements and this Indenture and that, on the basis of such agreed upon procedures, the Verification Agent is confirming that the servicing (including the allocation of Collections) has been conducted in compliance with the terms and conditions set forth in Article IV , except for such exceptions as it believes to be immaterial and such other exceptions as shall be set forth in such statement, and (ii) detailing the following items for such calendar month (or such other items as may be listed in Exhibit C from time to time):

(A) For a sample of Designated Pools during the applicable calendar month, a reconciliation of the expected total principal and interest payments in respect of the Mortgage Loans to the amounts on deposit in the related Custodial Accounts;

(B) [Reserved];

(C) A reconciliation of the monthly disbursement clearing account with respect to the two (2) most recent calendar months;

(D) “Flow of funds” testing for Delinquency Advances, Delinquent MBS Mortgage Repurchase Advances, Corporate Advances and Escrow Advances relating to the tracking of funds from clearing account receipt through to deposit into the Collection and Funding Account (three (3) days minimum);

(E) A reconciliation of the servicing system Escrow Advance balance (including all suspense and advance balances) to the balances on deposit in the escrow accounts maintained by the Servicer for a sample of the Designated Pools;

(F) Analysis of recoverable Advances and Receivables and aging of these items;

(G) Compared the amounts and percentages set forth in four of the Determination Date Administrator Reports forwarded by the Servicer pursuant to Section 3.2(a) during the period covered by such report with the computer reports (which may include personal computer generated reports that summarize data from the computer reports generated by the Servicer which are used to prepare the Determination Date Administrator Reports) which were the source of such amounts and percentages and that on the basis of such comparison, such amounts and percentages are in agreement except as shall be set forth in such report;

(H) in the case of any Delinquent MBS Mortgage Repurchase Advance Receivable, analysis as to whether the related Delinquent MBS Mortgage Repurchase Advance is eligible for reimbursement by Fannie Mae pursuant to Chapter 3-03 of the Fannie Mae Investor Reporting Manual to the satisfaction of the Verification Agent; and

(I) with respect to a random sample of Mortgage Loans selected by the Verification Agent for the most recently ended calendar month in accordance with the procedures described in Exhibit C , requested from the Administrator and the Servicer all supporting documentation for all Corporate Advances and Escrow Advances with respect to such selected Mortgage Loans that would be required to be delivered to Freddie Mac or Fannie Mae, as applicable, pursuant to the Freddie Mac Guide or the Fannie Mae Guide or Fannie Mae Investor Reporting Manual, as applicable, in order to satisfy the reimbursement request requirements thereunder with respect to all such Advances; and calculation of the percentage that equals (i) the aggregate Receivable Balances of the Corporate Advance Receivables and Escrow Advance Receivables with respect to each Mortgage Loan that was randomly selected pursuant to this paragraph from the previous calendar month for which the Verification Agent had requested supporting documentation and for which the supporting documentation that was delivered was insufficient or not satisfactory divided by (ii) the aggregate Receivable Balances of the Corporate Advance Receivables and Escrow Advance Receivables with respect to all Mortgage Loans that were randomly selected pursuant to

this paragraph from the previous calendar month (such percentage in respect of such previous calendar month, the “ Deficient Documentation Percentage ”).

In addition, each report shall set forth the agreed upon procedures performed and the results of such procedures. In the event the Verification Agent requires the Indenture Trustee to agree to the procedures performed by the Verification Agent, the Issuer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Issuer, and the Indenture Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Furthermore, in the event that the Verification Agent’s expense in producing a report as required hereunder exceeds the amount reimbursable to it pursuant to Section 4.5 , such excess shall be payable by the Servicer, at the Servicer’s own expense, upon receipt by the Servicer of written notification of, and request for, such amount from the Verification Agent.

Exhibit C hereto may be modified from time to time pursuant to a written agreement among the Servicer, the Administrative Agent and the Verification Agent.

(e) [Reserved] .

(f) Annual Lien Opinion . Within 100 days after the end of each fiscal year of the Administrator, beginning with the fiscal year ending in 2018, the Administrator shall deliver to the Indenture Trustee an Opinion of Counsel from outside counsel to the effect that the Indenture Trustee has a perfected security interest in the Aggregate Receivables attributable to the Servicing Agreements and Pools identified in an exhibit to such opinion as Designated Servicing Agreements and Designated Pools, and that, based on a review of UCC search reports (copies of which shall be attached thereto), and review of certifications and other materials, there are no UCC1 filings indicating an Adverse Claim with respect to such Receivables that has not been released.

(g) Other Information . In addition, the Administrator shall forward to the Administrative Agent and, for so long as the Series 2018-VF1 Variable Notes (as defined in the related Indenture Supplement) are Outstanding, each Initial VFN Noteholder, upon its reasonable request, such other information, documents, records or reports respecting (i) Ditech or any of its Affiliates party to the Transaction Documents, (ii) the condition or operations, financial or otherwise, of Ditech or any of its Affiliates party to the Transaction Documents, (iii) the Designated Servicing Agreements, the Designated Pools, the related Mortgage Loans and the Receivables or (iv) the transactions contemplated by the Transaction Documents, including access to the Servicer’s management and records. The Administrative Agent shall and shall cause its respective representatives to hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) or the Administrative Agent may reasonably determine that such disclosure is consistent with its obligations hereunder; provided , however , that the Administrative Agent may disclose on a confidential basis any such information to its agents, attorneys and auditors in connection with the performance of its responsibilities hereunder.


Section 3.4.	Access to Certain Documentation and Information.

impair the obligation of the Custodians to observe any Applicable Law prohibiting disclosure of information regarding the Trust Estate and the failure of the Custodians to provide access as provided in this Section 3.4 as a result of such obligation shall not constitute a breach of this Section.

Notwithstanding anything to the contrary contained in this Section 3.4 , Section 2.4 , or in any other Section hereof, the Servicer, on reasonable prior notice, shall permit the Administrative Agent, the Verification Agent, the Indenture Trustee or any agent or independent certified public accountants selected by the Indenture Trustee, during the Servicer’s normal business hours, and in a manner that does not unreasonably interfere with the Servicer’s conduct of its regular business, to examine all the books of account, records, reports and other papers of the Servicer relating to the Mortgage Loans, Designated Servicing Agreements, the Designated Pools and the Receivables, to make copies and extracts therefrom, and to discuss the Servicer’s affairs, finances and accounts relating to the Mortgage Loans, Designated Servicing Agreements, the Designated Pools and the Receivables with the Servicer’s officers, employees and independent public accountants (and by this provision the Servicer hereby authorizes the Servicer’s accountants to discuss with such representatives such affairs, finances and accounts), all at such times and as often as reasonably may be requested; provided that the Servicer shall be given reasonable prior notice of any meeting with its accountants and shall have the right to have its representatives present at any such meeting. Unless a Target Amortization Event has occurred with respect to a Series that has not been waived in accordance with the related Indenture Supplement, an Event of Default that has not been waived in accordance with the terms hereof shall have occurred, or the Notes of any rated Class have been downgraded below “investment grade” by each related Note Rating Agency or any related Note Rating Agency shall have withdrawn its rating of any Class of Notes, any out-of-pocket costs and expenses incident to the exercise by the Indenture Trustee or any Noteholder of any right under this Section 3.4 shall be borne by the requesting Noteholder(s). The parties hereto acknowledge that the Indenture Trustee shall not exercise any right pursuant to this Section 3.4 prior to any event set forth in the preceding sentence unless directed to do so by a group of Interested Noteholders, and the Indenture Trustee has been provided with indemnity satisfactory to it by such Interested Noteholders. The Indenture Trustee shall have no liability for action in accordance with the preceding sentence.

In the event that such rights are exercised (i) following the occurrence of a Target Amortization Event with respect to a Series that has not been waived in accordance with the related Indenture Supplement, or an Event of Default that has not been waived in accordance with the terms hereof, or (ii) after a related Note Rating Agency has withdrawn its rating of any Class of Notes or (iv) while the Notes of any Class have a rating below “investment grade” by such Note Rating Agency, all out-of-pocket costs and expenses incurred by the Indenture Trustee shall be borne by the Servicer. Prior to any such payment, the Servicer shall be provided with commercially reasonable documentation of such costs and expenses. Notwithstanding anything contained in this Section 3.4 to the contrary, in no event shall the books of account, records, reports and other papers of the Servicer, the Receivables Seller, the Depositor or the Issuer relating to the Mortgage Loans, Designated Servicing Agreements, the Designated Pools and the Receivables be examined by independent certified public accountants at the direction of the Indenture Trustee or any Interested Noteholder pursuant to the exercise of any right under this Section 3.4 more than two times during any 12‑month period, unless (A) a Target Amortization Event that has not been waived in accordance with the related Indenture Supplement, or an Event of Default that has not been waived in accordance with the terms hereof has occurred during such twelve-month period, or (B) the Notes of any Class have been downgraded below “investment grade” by a related Note Rating Agency (without regard to any supplemental credit enhancement) or such Note Rating Agency shall have withdrawn its rating of any Class of Notes, in which case more than two examinations may be conducted during a twelve-month period, but such extra audits shall be at the sole expense of the Noteholder(s) requesting such audit(s).

(b) Access to Issuer . The Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, Verification Agent or the Administrative Agent, to examine all of its books of account, records, reports, and other papers, to make copies and extracts therefrom, to cause such books to be audited by independent certified public accountants, and to discuss its affairs, finances and accounts its officers, employees, and independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee, the Verification Agent and the Administrative Agent shall and shall cause their respective representatives to hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) or the Indenture Trustee, the Verification Agent or the Administrative Agent, as applicable, may reasonably determine that such disclosure is consistent with its obligations hereunder; provided , however , that the Indenture Trustee may disclose on a confidential basis any such information to its agents, attorneys and auditors in connection with the performance of its responsibilities hereunder. Without limiting the generality of the foregoing, neither the Indenture Trustee, the Verification Agent or the Administrative Agent shall disclose information to any of its Affiliates or any of their respective directors, officers, employees and agents, that may provide any servicer advance financing to Ditech, the Depositor, the Issuer or any of their Affiliates, except in such Affiliate’s capacity as Noteholder.


Section 3.5.	Indenture Trustee to Make Reports Available.

(a) Monthly Reports on Indenture Trustee’s Website . The Indenture Trustee will make each Calculation Agent Report, Data Aggregation Report, Determination Date Administrator Report, Payment Date Report and Interim Payment Date Report (and, at its option, any additional files containing the same information in an alternative format) available each month to any interested parties (including, but not limited to the Verification Agent) via the Indenture Trustee’s internet website and such other information as the Indenture Trustee may have in its possession, but only with the use of a password provided by the Indenture Trustee. In connection with providing access to the Indenture Trustee’s internet website, the Indenture Trustee may require registration and the acceptance of a disclaimer. The Indenture Trustee’s internet website shall initially be located at www.ctslink.com . Assistance in using the Indenture Trustee’s website can be obtained by calling the Indenture Trustee’s investor relations desk at 1 (866) 846-4576. Parties that are unable to use the above distribution option are entitled to have a paper copy mailed to them via first class mail or by overnight courier by calling the investor relations desk and requesting a copy. The Indenture Trustee shall have the right to change the way the Calculation Agent Reports, Data Aggregation Report, Determination Date Administrator Reports, Payment Date Reports and Interim Payment Date Reports are distributed in order to make such distribution more convenient and/or more accessible to the above parties and the Indenture Trustee shall provide timely and adequate notification to all above parties regarding any such changes.

(b) Annual Reports . Within sixty (60) days after the end of each calendar year, the Indenture Trustee shall furnish to each Person (upon the written request of such Person), who at any time during the calendar year was a Noteholder a statement containing (i) information regarding payments of principal, interest and other amounts on such Person’s Notes, aggregated for such calendar year or the applicable portion thereof during which such person was a Noteholder and (ii) such other customary information as may be deemed necessary or desirable for Noteholders to prepare their tax returns. Such obligation shall be deemed to have been satisfied to the extent that substantially comparable information is provided pursuant to any requirements of the Code as are from time to time in force. The Indenture Trustee shall prepare and provide to the Internal Revenue Service and to each Noteholder any information reports required to be provided under federal income tax law, including without limitation IRS Form 1099.

Article IV

The Trust Accounts; Payments


Section 4.1.	Trust Accounts.

The Indenture Trustee shall establish and maintain, or cause to be established and maintained, the Trust Accounts, each of which shall be an Eligible Account, for the benefit of the Secured Parties. All amounts held in the Trust Accounts (other than any Sinking Fund Account) shall, to the extent permitted by this Indenture and applicable laws, rules and regulations, be invested in Permitted Investments by the depository institution or trust company then maintaining such Account only upon written direction of the Administrator to the Indenture Trustee; provided , however , that in the event the Administrator fails to provide such written direction to the Indenture Trustee, and until the Administrator provides such written direction, the Indenture Trustee shall not invest funds on deposit in any Trust Account (other than any Sinking Fund Account). Funds deposited into a Trust Account on a Business Day after 1:30 p.m. New York City time will not be invested until the following Business Day. Investments held in Permitted Investments in the Trust Accounts (other than any Sinking Fund Account) shall not be sold or disposed of prior to their maturity (unless an Event of Default has occurred and has not been waived in accordance with terms hereof). Earnings on investment of funds in any Trust Account (other than any Sinking Fund Account) shall be remitted by the Indenture Trustee upon the Administrator’s request to the account or other location of the Administrator’s designation on the first Business Day of the month following the month in which such earnings on investment of funds is received; provided , that the Indenture Trustee shall be entitled to the benefit of any income or gain in the Trust Accounts (other than any Sinking Fund Account) for the Business Day immediately preceding each Interim Payment Date or Payment Date, as applicable. Any losses and investment expenses relating to any investment of funds in any Trust Account (other than any Sinking Fund Account) shall be for the account of the Administrator, which shall deposit or cause to be deposited the amount of such loss (to the extent not offset by income from other investments of funds in the related Trust Account) in the related Trust Account promptly upon the realization of such loss. The taxpayer identification number associated with each of the Trust Accounts (other than any Sinking Fund Account) shall be that of the Issuer, and the Issuer shall report for federal, state and local income tax purposes their respective portions of the income, if any, earned on funds in the relevant Trust Account (other than any Sinking Fund Account). The Administrator hereby acknowledges that all amounts on deposit in each Trust Account (excluding investment earnings on deposit in the Trust Accounts), other than any Sinking Fund Account, are held in trust by the Indenture Trustee for the benefit of the Secured Parties, subject to any express rights of the Issuer set forth herein, and shall remain at all times during the term of this Indenture under the sole dominion and control of the Indenture Trustee.

each Interim Payment Date or Payment Date, as applicable. Any losses and investment expenses relating to any investment of funds in any Sinking Fund Account shall be for the account of the Administrator, which shall deposit or cause to be deposited the amount of such loss (to the extent not offset by income from other investments of funds in the related Sinking Fund Account) in the related Sinking Fund Account promptly upon the realization of such loss. The taxpayer identification number associated with each of the Sinking Fund Accounts shall be that of the Issuer, and the Issuer shall report for federal, state and local income tax purposes their respective portions of the income, if any, earned on funds in the relevant Sinking Fund Account. The Administrator hereby acknowledges that all amounts on deposit in each Sinking Fund Account (excluding investment earnings on deposit in the Sinking Fund Accounts) are held in trust by the Indenture Trustee for the benefit of the Secured Parties, subject to any express rights of the Issuer set forth herein, and shall remain at all times during the term of this Indenture under the sole dominion and control of the Indenture Trustee.

So long as the Indenture Trustee complies with the provisions of this Section 4.1 , the Indenture Trustee shall not be liable for the selection of investments or for investment losses incurred thereon by reason of investment performance, liquidation prior to stated maturity or otherwise. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure to be provided with timely written investment direction.

In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“ Applicable Law ”), the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Indenture Trustee to comply with Applicable Law.

All parties to this Indenture agree, and each Noteholder of each Series by its acceptance of the related Note will be deemed to have agreed, that such Noteholder shall have no claim or interest in the amounts on deposit in any Trust Account created under this Indenture or any related Indenture Supplement related to an unrelated Series except as expressly provided herein or therein.

As of the Closing Date (i) the Issuer will be disregarded as an entity separate from its single owner (the “ Single Owner ” ), which will be a domestic corporation, all within the meaning of Section 7701 of the Code and the Treasury Regulations thereunder, and (ii) the Trust Accounts will be maintained and controlled by the Indenture Trustee but the amounts on deposit in the Trust Accounts (including income, if any, earned on the investment of funds in such account) will be owned by the Single Owner for U.S. federal income tax reporting and withholding purposes (but, for the avoidance of doubt, (A) the amounts on deposit in the Trust Accounts will be subject to the lien granted to the Indenture Trustee for the benefit of the Secured Parties pursuant to this Indenture and (B) the Issuer is the legal owner of the amounts on deposit in the Trust Accounts and not the Single Owner). The Issuer agrees to notify Wells Fargo in writing promptly following any change in the status of the Issuer as an entity that is disregarded from a single owner that is a domestic corporation and will provide such tax documentation that is required under the Code, Treasury Regulations or similar provisions of local income tax provisions (together, the “ Tax Law ”) by any change in its status. As of the Closing Date, the Single Owner shall provide Wells Fargo (as Paying Agent) with an IRS Form W-9 and any additional IRS forms and documentation needed to permit Wells Fargo to fulfill its tax reporting obligations under the Tax Law with respect to the Trust Accounts and will thereafter provide such additional or updated IRS Forms and documentation as reasonably requested by Wells Fargo or as required under the Tax Law. Wells Fargo, both in its individual capacity and in its capacity as Paying Agent, shall have no liability to the Single Owner or any other person in connection with any tax withholding amounts paid or

withheld from the Trust Accounts pursuant to the Tax Law arising from the Single Owner’s or other person’s failure to timely provide an accurate, correct and complete IRS Form W-9 or such other documentation contemplated under this paragraph.

Wells Fargo or its Affiliates are permitted to receive additional compensation that could be deemed to be for Wells Fargo’s economic self-interest for (a) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments and Sinking Fund Permitted Investments, (b) using Affiliates to effect transactions in certain Permitted Investments and Sinking Fund Permitted Investments and (c) effecting transactions in certain Permitted Investments and Sinking Fund Permitted Investments (but in any case not as an advisor or agent for the Issuer or any similar capacity for the Issuer). Such compensation is not payable or reimbursable under this Indenture.


Section 4.2.	Collections and Disbursements of Advances by Servicer.

(a) The Servicer shall deposit into the Collection and Funding Account all Advance Reimbursement Amounts in respect of all Advances other than Delinquency Advances collected by the Servicer with respect to any Designated Pool pursuant to a related Designated Servicing Agreement no later than two (2) Business Days after the Servicer’s receipt thereof and the Servicer shall deposit into the Collection and Funding Account immediately upon withdrawal from the related Principal and Interest Custodial Accounts all Advance Reimbursement Amounts other than Delinquency Advances and in the case of Delinquency Advances shall withdraw Pool collections from the related Principal and Interest Custodial Account to reimburse Delinquency Advances within two (2) Business Days after such Advance Reimbursement Amounts are deposited in the related Principal and Interest Custodial Account; provided that to the extent of Delinquency Advances that Freddie Mac reimburses by a credit as described in Section 3 of the Freddie Mac Consent (if any), the Advance Reimbursement Amount for such Delinquency Advances shall be deemed to have been reimbursed and immediately redeployed to make a new Delinquency Advance (“ Credited Advance Funding ”). If the Revolving Period is not in effect for any Class of Note, the Servicer shall remit to the Collection and Funding Account the amount of any Credited Advance Funding within two (2) Business Days of its knowledge of the amount of any such Credited Advance Funding. Any amounts remitted by the Servicer to the Collection and Funding Account shall be deemed to constitute Advance Reimbursement Amounts in respect of the Delinquency Advance deemed to have been reimbursed in connection with such Credited Advance Funding. To the extent the Indenture Trustee receives for deposit Advance Reimbursement Amounts in the Collection and Funding Account later than 2:00 p.m. New York City time on a Business Day, such funds shall be deemed to have been received on the following Business Day.

If Fannie Mae or Freddie Mac remits any payments directly to a Trust Account, the Servicer shall identify any amounts remitted that do not constitute Collateral. Upon any such identification, the Servicer shall give written notice to the Indenture Trustee and the Administrative Agent within two (2) Business Days thereof along with reasonable supporting documentation. Within two (2) Business Days, but as soon as reasonably practicable, of the Indenture Trustee’s receipt of written direction from the Servicer and written confirmation from the Administrative Agent, the Indenture Trustee shall withdraw such amounts that do not constitute Collateral and remit such amounts to such accounts as may be designated in writing by the Servicer to the Indenture Trustee.

the Issuer, the Calculation Agent nor the Indenture Trustee shall remit to the Note Payment Account, and each shall take all reasonable actions to prevent other Persons from remitting to the Note Payment Account, amounts which do not constitute payments, collections or recoveries received, made or realized in respect of the Receivables or the initial cash deposited by the Noteholders with the Indenture Trustee on the Closing Date, and the Indenture Trustee will return to the Issuer or the Servicer any such amounts upon receiving written evidence reasonably satisfactory to the Indenture Trustee that such amounts are not a part of the Trust Estate.

(c) Delegated Authority to Make Delinquency Advances . The Receivables Seller and the Servicer hereby irrevocably appoint the Noteholder(s) of any Outstanding VFN with the authority (but no obligation) to make any Delinquency Advance on the Servicer’s behalf to the extent the Servicer fails to make such Delinquency Advance with respect to a Designated Pool when required to do so pursuant to the related Designated Servicing Agreement.

(d) Designation of Administrative Agent as Designee of Indenture Trustee under Fannie Mae Acknowledgment . The Indenture Trustee hereby designates the Administrative Agent as its designee under the Fannie Mae Acknowledgment, and the Administrative Agent hereby accepts such designation. In the event of a servicing transfer, voluntary or involuntary, and as the designee of the Indenture Trustee under the Fannie Mae Acknowledgment, the Administrative Agent acknowledges and agrees that the Indenture Trustee shall have no responsibility for and shall not be obligated to (i) make, submit or otherwise process any reimbursement request of the Servicer or any third-party successor servicer, including but not limited to reimbursement of Fannie Mae Advances, (ii) make, submit or otherwise process any report the Servicer or any third-party successor servicer is required to submit to Fannie Mae pursuant to the Fannie Mae Acknowledgment and/or the Fannie Mae Guide, (iii) attempt to arrange with any third-party successor servicer to make, submit or otherwise process any report the Servicer or any third-party successor servicer is required to submit to Fannie Mae pursuant to the Fannie Mae Acknowledgment and/or the Fannie Mae Guide and/or requests for reimbursement, including but not limited to, reimbursement of Fannie Mae Advances or (iv) work together with Fannie Mae to arrive at a plan for the submission of supporting detail and reimbursement request of any request for reimbursement of the Servicer, in each case pursuant to the Fannie Mae Acknowledgment.


Section 4.3.	Funding of Receivables.

(a) Funding Certifications . By no later than 1:00 p.m. New York City time on the second (2 ^nd ) Business Day prior to each Funding Date that is a VFN Draw Date (or such other time as may be agreed to from time to time by the Servicer, the Indenture Trustee and the Administrative Agent), with respect to any fundings related to Escrow Advances or Corporate Advances, or by no later than 10:00 a.m. New York City time on the Business Day prior to each Funding Date that is a VFN Draw Date (or such other time as may be agreed to from time to time by the Servicer, the Indenture Trustee and the Administrative Agent), solely with respect to any fundings related to Delinquency Advances or Delinquent MBS Mortgage Repurchase Advances, or on the first Business Day prior to each Funding Date that is not a VFN Draw Date (or such other time as may be agreed to from time to time by the Servicer, the Indenture Trustee and the Administrative Agent), the Administrator shall prepare and deliver to the Issuer, the Indenture Trustee, the Calculation Agent, the Administrative Agent and each applicable VFN Noteholder a certification (each, a “ Funding Certification ”) containing a list of each Funding Condition and presenting a yes or no answer beside each indicating whether such Funding Condition has been satisfied and shall state in writing the amount to be funded on that Funding Date. Upon delivery of the Funding Certification, it shall be deemed that the Receivables Seller is in compliance with items (1) – (5) in the Risk Retention Letter, and upon receipt of the

Funding Certification, the Administrative Agent acknowledges the satisfaction of the Funding Conditions related to the Risk Retention Letter.

(b) VFN Draws, Discretionary Paydowns and Permanent Reductions .

With respect to each VFN:

(i) (1) By no later than 1:00 p.m. New York City time on the second (2 ^nd ) Business Day prior to any Interim Payment Date or Payment Date during the Revolving Period for such VFN on which any applicable Variable Funding Note Class is Outstanding, the Issuer may deliver, or cause to be delivered, to the Administrative Agent, each Noteholder of such Variable Funding Notes and the Indenture Trustee a report (a “ VFN Note Balance Adjustment Request ”) for such upcoming Funding Date, requesting such Noteholders to fund a VFN Principal Balance increase relating to Escrow Advances or Corporate Advances, on any Class or Classes of VFNs in the amount(s) specified in such request, which request shall instruct the Indenture Trustee to recognize an increase in the related VFN Principal Balance, but not in excess of the lesser of (x) the related Maximum VFN Principal Balance or (y) the amount that would cause the Collateral Test to be violated and (2) by no later than 10:00 a.m. New York City time on the Business Day prior to any Interim Payment Date or Payment Date during the Revolving Period for such VFN on which any applicable Variable Funding Note Class is Outstanding, the Issuer may deliver, or cause to be delivered, to each Noteholder of such Variable Funding Notes and to the Indenture Trustee a VFN Note Balance Adjustment Request for such upcoming Funding Date, requesting such Noteholders to fund a VFN Principal Balance increase relating solely to Delinquency Advances or Delinquent MBS Mortgage Repurchase Advances, on any Class or Classes of VFNs in the amount(s) specified in such request, which request shall instruct the Indenture Trustee to recognize an increase in the related VFN Principal Balance, but not in excess of the lesser of (x) the related Maximum VFN Principal Balance or (y) the amount that would cause the Collateral Test to be violated; provided , however, if the VFN Note Balance Adjustment Request with respect to Delinquency Advances or Delinquent MBS Mortgage Repurchase Advances is delivered after 10:00 a.m. New York City time and before 12:00 noon New York City time on the Business Day prior to any Interim Payment Date or Payment Date during the Revolving Period for such VFN, the Late VFN Note Balance Adjustment Request Fee shall be incurred on the total VFN Principal Balance increase that was funded on the upcoming Funding Date (including VFN Principal Balance increases relating to Escrow Advances and Corporate Advances) despite the late delivery of the VFN Note Balance Adjustment Request relating to Delinquency Advances or Delinquent MBS Mortgage Repurchase Advances; provided , further , no VFN Principal Balance increase shall be funded with respect to any Escrow Advance and Corporate Advance if the related VFN Note Balance Adjustment Request is delivered after 1:00 p.m. New York City time on the second (2 ^nd ) Business Day prior to any Interim Payment Date or Payment Date during the Revolving Period for such VFN, and no VFN Principal Balance increase shall be funded with respect to any Delinquency Advance or Delinquent MBS Mortgage Repurchase Advances if the related VFN Note Balance Adjustment Request is delivered after 12:00 noon New York City time on the Business Day prior to any Interim Payment Date or Payment Date during the Revolving Period for such VFN; provided further that no such VFN Note Balance Adjustment Request shall be sent more frequently than twice per calendar week, unless otherwise agreed by the relevant Noteholders. The VFN Note Balance Adjustment Request shall also state the amount, if any, of any principal payment to be made on each Outstanding Class of VFNs on the upcoming Interim Payment Date or Payment Date.

(ii) From time to time, but not exceeding once per calendar month, during the Revolving Period for such VFN, the Issuer may notify the Administrative Agent, each Noteholder of such Variable Funding Notes, and the Indenture Trustee of a permanent reduction in the Maximum VFN Principal Balance by indicating such reduction on the VFN Note Balance Adjustment Request. Following such permanent reduction, the applicable VFN Noteholders shall only be required to fund increases in the VFN Principal Balance up to such reduced Maximum VFN Principal Balance. Furthermore, following a reduction in the Maximum VFN Principal Balance pursuant to this clause (ii) , the Issuer shall not at any time be permitted to request an increase in the Maximum VFN Principal Balance.

(iii) If the related Funding Certification indicates that all Funding Conditions have been met, the applicable VFN Noteholders shall fund the VFN Principal Balance increase by remitting pro rata (based on such Noteholder’s percentage of the Maximum VFN Principal Balance) the amount stated in the request to the Indenture Trustee by 1:00 p.m. New York City time on the related Funding Date, whereupon the Indenture Trustee shall adjust its records to reflect the increase of the VFN Principal Balance (which increase shall be the aggregate of the amounts received by the Indenture Trustee from the applicable VFN Noteholders) by the later of (i) 3:00 p.m. New York City time on such Funding Date or (ii) two hours after the receipt by the Indenture Trustee of such funds from the VFN Noteholders, so long as, after such increase and after giving effect to any Receivables to be purchased, the Collateral Test will continue to be satisfied, determined based on the VFN Note Balance Adjustment Request and Determination Date Administrator Report. The Indenture Trustee shall be entitled to rely conclusively on any VFN Note Balance Adjustment Request and the related Determination Date Administrator Report and Funding Certification. The Indenture Trustee shall make available on its website to the Issuer or its designee and each applicable VFN Noteholder, notice on such Funding Date as reasonably requested by the Issuer of any increase in the VFN Principal Balance. The Indenture Trustee shall apply and remit any such payment by the VFN Noteholders toward the payment of the related New Receivables Funding Amounts and (if applicable) Excess Receivables Funding Amounts as described in Section 4.3(c) . If on any Funding Date there is more than one Series with Outstanding Variable Funding Notes, VFN Draws on such Funding Date shall be made on a pro rata basis among all applicable Outstanding Series of VFNs in their Revolving Periods based on their respective available Borrowing Capacities, unless otherwise provided in the related Indenture Supplement and Note Purchase Agreement. If any VFN Noteholder does not fund its share of a requested VFN draw, one or more other VFN Noteholders may fund all or a portion of such draw, but no other VFN Noteholder shall have any obligation to do so. Draws on VFNs of different Classes within the same Series need not be drawn pro rata relative to each other. Any draws under any VFNs shall be used only (i) to purchase new Receivables pursuant to the Receivables Pooling Agreement (or to fund Receivables previously purchased pursuant to the Receivables Pooling Agreement) and (ii) to provide funding in respect of Excess Receivables Funding Amounts, in each case, in a manner that would not be in violation of any term hereof (including, without limitation, in a manner that would result in a material adverse United States federal income tax consequence to the Trust Estate or any Noteholders).

drawn on the VFNs on such date in respect of Excess Receivables Funding Amounts without causing the related VFN Principal Balance to exceed either (I) the related Maximum VFN Principal Balance or (II) the amount that would cause the Collateral Test not be satisfied, using the following sources of funding in the following order:

(A) any funds on deposit in the Collection and Funding Account minus the Required Expense Reserve,

(B) if such Funding Date is a Payment Date, Available Funds allocated for such purpose pursuant to Section 4.5(a)(1)(vii) ,

(C) if such Funding Date is an Interim Payment Date, Available Funds allocated for such purpose pursuant to Section 4.4(e) , and

(D) any amounts paid by VFN Noteholders as described in Section 4.3(b) ;

(ii) Subject to its receipt of a duly executed Funding Certification from the Administrator pursuant to Series 4.3(a) indicating that all Funding Conditions have been satisfied, the Indenture Trustee shall remit to the Issuer (or the Issuer’s designee) by the close of business on each Interim Payment Date or Payment Date occurring at any time when not all Outstanding Notes are in Full Amortization Periods, (A) the amount of the aggregate New Receivables Funding Amount for Facility Eligible Receivables to be funded on such Interim Payment Date or Payment Date, using (1) Available Funds allocated for such purpose pursuant to Section 4.4(e) or Section 4.5(a)(1)(vii) , and (2) any amounts funded by VFN Noteholders in respect of such New Receivables Funding Amount as described in Section 4.3(b) and (B) any amounts funded by VFN Noteholders in respect of Excess Receivables Funding Amounts as described in Section 4.3(b) .

(iii) Except with respect to Delinquency Advance Receivables eligible for funding on a Funding Date prior to disbursement of the related Delinquency Advances pursuant to Section 4.3(e) , the Servicer shall not, and the Administrator shall not and shall not permit the Issuer or the Depositor to, request funding for any Receivables except to the extent that the related Advances shall have been disbursed in accordance with the Freddie Mac Guide or the Fannie Mae Guide, as applicable, prior to the receipt of the related New Receivables Funding Amount. Unless and until (i) an Event of Default shall have occurred which has not been waived in accordance with the terms hereof or (ii) a VFN Noteholder or the Majority Noteholders of all Outstanding Notes instruct the Indenture Trustee by a written notice that no portion of the New Receivables Funding Amount may be paid by the Indenture Trustee without first receiving a written certification that all of the related Delinquency Advances have been previously disbursed by the Receivables Seller (a “ Cease Pre-Funding Notice ”), which may be delivered at any time as deemed necessary by such Noteholder(s) in the exercise of its or their sole and absolute discretion, the Indenture Trustee may pay the New Receivables Funding Amount for Delinquency Advances on any Funding Date. If a Cease Pre-Funding Notice has been delivered, then no Delinquency Advance Receivables may be funded until all the related Delinquency Advances have been deposited into the appropriate Principal and Interest Custodial Account and remitted to Freddie Mac or Fannie Mae, as applicable, in accordance with the Freddie Mac Guide or the Fannie Mae Guide, as applicable, and the Receivables Seller shall have delivered a written certification to such effect to the Indenture Trustee with respect to all related Advances.

For the avoidance of doubt, Credited Advance Fundings shall be accomplished as described in Section 4.2 hereof and Section 3 of the Freddie Mac Consent (if any). Credited Advance Fundings shall not be included in the New Receivables Funding Amounts.

(d) Delinquency Advance Disbursement Account . Pursuant to Section 4.1 , the Indenture Trustee shall establish and maintain an Eligible Account in the name of the Issuer as the Delinquency Advance Disbursement Account. The Delinquency Advance Disbursement Account shall at all times qualify as an Eligible Account. If, at any time, the Delinquency Advance Disbursement Account has ceased to qualify as an Eligible Account, the Indenture Trustee shall within sixty (60) days of the actual knowledge of a Responsible Officer of the Indenture Trustee or through receipt of such notice to the Indenture Trustee that the Delinquency Advance Disbursement Account has ceased to qualify as an Eligible Account, establish a new Delinquency Advance Disbursement Account qualifying as an Eligible Account and transfer any cash and any investments on deposit into such newly established Delinquency Advance Disbursement Account. The taxpayer identification number associated with the Delinquency Advance Disbursement Account shall be that of the Issuer and the Receivables Seller will report for Federal, state and local income tax purposes, the income, if any, on funds on deposit in the Delinquency Advance Disbursement Account. Subject to Section 4.1 , funds on deposit from time to time in the Delinquency Advance Disbursement Account shall remain uninvested. The Indenture Trustee shall have and is hereby directed by the Issuer to exercise the sole and exclusive right to disburse funds from the Delinquency Advance Disbursement Account and each of the Servicer, Administrator and Issuer hereby acknowledges and agrees that it shall have no right to provide payment or withdrawal instructions with respect to the Delinquency Advance Disbursement Account or to otherwise direct the disposition of funds from time to time on deposit in the Delinquency Advance Disbursement Account.

(e) Pre-Funding of Delinquency Advances . On any Funding Date during the Revolving Period for any Series or Class of Notes, the Issuer (or the Servicer on its behalf) may request that all or a portion of the New Receivables Funding Amount be applied in satisfaction of the Servicer’s obligation to make Delinquency Advances with respect to a Designated Pool under one or more Designated Servicing Agreements. Prior to (i) the occurrence of an Event of Default that has not been waived in accordance with the terms hereof or (ii) the receipt by the Indenture Trustee of a Cease Pre-Funding Notice, the Indenture Trustee shall apply the portion of the New Receivables Funding Amount requested by the Issuer (or the Servicer on its behalf) to “Noteholders’ Amounts” (as defined below) in accordance with this Section 4.3(e) . Not later than 12:00 p.m. (noon) New York City time on the Business Day preceding each Funding Date (or such other time as may be agreed to from time to time by the Servicer, the Indenture Trustee and the Administrative Agent), the Issuer (or the Servicer on its behalf) shall deliver a disbursement report (the “ Disbursement Report ”) to the Indenture Trustee and the Administrative Agent setting forth in reasonable detail (A) the aggregate amount of Delinquency Advances required to be advanced by the Servicer with respect to each Designated Pool under each Designated Servicing Agreement on such Funding Date for which the Servicer desires pre-funding in accordance with this Section 4.3(e) (each such amount, a “ Delinquency Advance Amount ”), (B) the payment or wiring instructions for the Principal and Interest Custodial Account relating to each Designated Pool with respect to which the Servicer is obligated to disburse Delinquency Advance Amount on such Funding Date, (C) the Series New Receivables Funding Amount for each Series and the full New Receivables Funding Amount, that would apply to each Delinquency Advance Disbursement Amount if such Delinquency Advance Amount were a Delinquency Advance Receivable (such Collateral Value, the “ Noteholders’ Amount ”), and (D) a calculation for each Delinquency Advance Amount of the excess of such Delinquency Advance Amount over the Noteholders’ Amount (such excess, the “ Issuer Amount ”). Not later than 11:00 a.m. New York City time on each Funding Date, (x) the Issuer (or the Servicer on its behalf) shall deposit to the Delinquency Advance Disbursement Account in cash or immediately available funds, an amount equal to the sum of the Issuer Amounts with respect to each Designated Pool and

(y) the Indenture Trustee shall transfer to the Delinquency Advance Disbursement Account, out of the proceeds of the New Receivables Funding Amount, an amount equal to the sum of the Noteholders’ Amounts with respect to each Designated Pool. Not later than 12:00 p.m. (noon) New York City time on each Funding Date, the Indenture Trustee will, solely from funds on deposit in the Delinquency Advance Disbursement Account, remit the Delinquency Advance Amount with respect to each Designated Pool to the applicable Principal and Interest Custodial Accounts listed in the related Disbursement Report. Notwithstanding anything to the contrary contained herein, the Indenture Trustee shall not transfer any funds from the Collection and Funding Account to the Delinquency Advance Disbursement Account or disburse any Delinquency Advance Amount on any Funding Date unless it shall have confirmed receipt of the sum of the Issuer Amounts described on the related Disbursement Report.

(f) Limited Funding Dates . On any Limited Funding Date, subject to its receipt of a duly executed Funding Certification from the Administrator pursuant to Section 4.3(a) stating that all Funding Conditions have been satisfied, the Indenture Trustee shall, by the close of business New York City time on each Limited Funding Date occurring during the Revolving Period for any Series or Class of Notes, (i) remit to the Issuer (or the Issuer’s designee) the amount of the aggregate New Receivables Funding Amount for Facility Eligible Receivables to be funded on such Limited Funding Date, using only funds on deposit in the Collection and Funding Account minus the Required Expense Reserve, and (ii) thereafter, release any Net Excess Cash Amount to the Depositor as holder of the Owner Trust Certificate it being understood that no such Net Excess Cash Amounts may be paid to the Depositor under this clause (f) if, after the payment of such cash amounts, the Collateral Test would no longer be satisfied. Notwithstanding anything to the contrary herein, no draws on Variable Funding Notes may be made on a Limited Funding Date, and no payments on any Notes shall be made on a Limited Funding Date, as Limited Funding Dates shall not be treated as Interim Payment Dates but instead shall be for the sole purpose of funding Receivables, funding the Accumulation Accounts and the Series Reserve Account for each Series as described in the following sentence and releasing Net Excess Cash Amounts to the extent permissible under the terms of this Indenture. On each Limited Funding Date, prior to amounts being released for the purchase of Receivables in accordance with the first sentence of this Section 4.3(f), the Indenture Trustee shall release from the Collection and Funding Account to each of the Fee Accumulation Account, Interest Accumulation Account, Target Amortization Principal Accumulation Account and the Series Reserve Account for each Series, the amounts required to be deposited therein for such Limited Funding Date in order for the Funding Conditions to be satisfied on such date.

(g) Notwithstanding anything to the contrary herein or in any other Transaction Document, unless the Indenture Trustee has received notice of a Consent Withdrawal Date, the Indenture Trustee shall be under no obligation to confirm that a Freddie Mac Consent or Fannie Mae Acknowledgment has not been withdrawn. Further, the Indenture Trustee shall be entitled to rely on any Funding Certification and will not be bound to make any investigation into the accuracy thereof.


Section 4.4.	Interim Payment Dates.

On each Interim Payment Date, the Indenture Trustee shall allocate and pay or deposit (as specified below) all Available Funds held in the Collection and Funding Account as set forth below, in the following order of priority and in the amounts set forth in the Interim Payment Date Report for such Interim Payment Date:

(a) to the Fee Accumulation Account, amounts necessary to be deposited therein such that the amount on deposit in such account equals the Fee Accumulation Amount for such Interim Payment Date (other than any amounts that constitute Defaulting Counterparty Termination Payments);

(b) to the Interest Accumulation Account, amounts necessary to be deposited therein such that the amount on deposit in such account equals the Interest Accumulation Amount for such Interim Payment Date;

(c) to the Series Reserve Account for each Series, the amount required to be deposited therein so that, after giving effect to such deposit, the amount standing to the credit of such Series Reserve Account shall be equal to the related Series Reserve Required Amount;

(d) prior to the Full Amortization Period, to the Target Amortization Principal Accumulation Account, amounts necessary to be deposited therein such that the amount on deposit in such account equals the Target Amortization Amount for the next Payment Date in respect of each Class of Notes that is in its Target Amortization Period, not including any such Class for which the related Indenture Supplement provides that there will be no intra-month reservation of Target Amortization Principal Accumulation Amounts;

(e) to be retained in the Collection and Funding Account, the aggregate New Receivables Funding Amount for any Facility Eligible Receivables to be funded on such Interim Payment Date (without duplicating any portion of such New Receivables Funding Amount to be paid using the proceeds of an increase in any VFN Principal Balance) and the aggregate Excess Receivables Funding Amount to be funded on such Interim Payment Date; provided that no New Receivables Funding Amounts will be released to fund new Receivables and no Excess Receivables Funding Amounts will be released under this clause (e) unless the Funding Conditions have been met;

(f) prior to the Full Amortization Period, to pay down the VFN Principal Balance of each Outstanding Class of VFNs, pro rata based on their respective Note Balances, the amount necessary to satisfy the Collateral Test after giving effect to the allocations, payments and distributions in clauses (a) through (e) above;

(g) to pay any Series Fees payable to any Person in excess of the Series Fee Limit (including any Defaulting Counterparty Termination Payments);

(h) to pay down the VFN Principal Balance of each Outstanding Class of VFNs pro rata, based on their respective Note Balances, such amount as may be designated by the Administrator;

(i) as directed by the Administrator on behalf of Issuer, to pay any portion or all of any Excess Cash Amount to any Sinking Fund Account or Sinking Fund Accounts; and

(j) any Net Excess Cash Amount to or at the direction of the Depositor as holder of the Owner Trust Certificate, it being understood that no such Net Excess Cash Amounts may be paid to the Depositor under this clause (j) if, after the payment of such cash amounts, the Collateral Test would no longer be satisfied.


Section 4.5.	Payment Dates.

Date Report for such Payment Date ( provided that amounts on deposit in the Target Amortization Principal Accumulation Account may only be used to pay the Target Amortization Amounts of the Classes for which the related Indenture Supplement provides that there will be intra-month reservation of Target Amortization Principal Accumulation Amounts (pro rata based on their respective Target Amortization Principal Accumulation Amounts)):

(1) prior to the Full Amortization Period, the Available Funds shall be allocated in the following order of priority:

(i) to the Indenture Trustee (in all its capacities), the Indenture Trustee Fee, and to the Owner Trustee (to the extent not otherwise paid pursuant to the Trust Agreement or the Administration Agreement), the Owner Trustee Fee payable on such Payment Date, plus , (subject, in the case of expenses and indemnification amounts, to the applicable Expense Limit) all reasonable out-of-pocket expenses and indemnification amounts owed to the Indenture Trustee (in all capacities) and Wells Fargo Bank, N.A. (in all capacities) and the Owner Trustee on such Payment Date, from funds in the Fee Accumulation Account, with respect to expenses and indemnification amounts to the extent such expenses and indemnification amounts have been invoiced or noticed to the Administrator, first, out of amounts on deposit in the Fee Accumulation Account which were deposited into the Fee Accumulation Account on an Interim Payment Date specifically for such items and then, any remaining unpaid amounts out of other Available Funds;

(ii) to each Person (other than the Indenture Trustee or the Owner Trustee) entitled to receive Fees or Series Fees or Undrawn Fees or Late VFN Note Balance Adjustment Request Fees on such date, the Fees or Series Fees (other than Defaulting Counterparty Termination Payments) or Undrawn Fees or Late VFN Note Balance Adjustment Request Fees payable to any such Person with respect to the related Monthly Advance Collection Period or Interest Accrual Period, as applicable, plus (subject, in the case of expenses and indemnification amounts, to the applicable Expense Limit or Increased Costs Limit, as appropriate, and allocated pro rata based on the amounts due to each such Person and subject in the case of Series Fees to the applicable Series Fee Limit) all reasonable out-of-pocket expenses and indemnification amounts owed for Administrative Expenses of the Issuer and for Increased Costs or any other amounts (including Undrawn Fees and Late VFN Note Balance Adjustment Request Fees ) due to any Noteholder and any Series Fees due as specified in an Indenture Supplement (other than Defaulting Counterparty Termination Payments), subject to the related Series Fee Limit, pursuant to the Transaction Documents with respect to expenses, indemnification amounts, Increased Costs, Undrawn Fees, Late VFN Note Balance Adjustment Request Fees, Series Fees and other amounts to the extent such expenses, indemnification amounts, Increased Costs, Undrawn Fees, Late VFN Note Balance Adjustment Request Fees, Series Fees and other amounts have been invoiced or noticed to the Administrator and the Indenture Trustee (in the case of any Late VFN Note Balance Adjustment Request Fees, as invoiced or noticed by the Administrative Agent or the Administrator) and to the extent such amounts were deposited into the Fee Accumulation Account on a preceding Interim Payment Date, and thereafter from other Available Funds, if necessary;

(iii) to the Noteholders of each Series of Notes, pro rata based on their respective interest entitlement amounts, the related Cumulative Interest Shortfall Amounts attributable to unpaid Interest Amounts from prior Payment Dates, and the Interest Amount for the current Payment Date, for each such Class; provided that if the amount of Available Funds on deposit in the Collection and Funding Account on such day is insufficient to pay any amounts in respect of any Class pursuant to this clause (iii), the Indenture Trustee shall withdraw from the Series Reserve Account for such Class

an amount equal to the lesser of the amount then on deposit in such Series Reserve Account and the amount of such shortfall for disbursement to the Noteholders of such Class in reduction of such shortfall, with all such amounts paid to a Series under this clause (iii) allocated among the Classes of such Series as provided in the related Indenture Supplement;

(iv) to the Series Reserve Account for each Series, any amount required to be deposited therein so that, after giving effect to such deposit, the amount on deposit in such Series Reserve Account on such day equals the related Series Reserve Required Amount;

(v) to the Noteholders of each Class of Notes for which the Target Amortization Period has commenced, the Target Amortization Amount for such Class on such Payment Date, first payable from any amounts on deposit in the Target Amortization Principal Accumulation Account in respect of such Class, allocated pro rata among any such Classes based on their respective Target Amortization Amounts, and thereafter payable from other Available Funds or proceeds of draws on VFNs or other companion Notes described in the related Indenture Supplement, pro rata based on their respective Target Amortization Amounts;

(vi) to the extent necessary to satisfy the Collateral Test, (1) to pay down the respective VFN Principal Balances of each Outstanding Class of VFNs, pro rata based on their respective Note Balances, until the earlier of satisfaction of the Collateral Test or reduction of all VFN Principal Balances to zero, and thereafter (2) to reserve cash in the Collection and Funding Account to the extent necessary to satisfy the Collateral Test;

(vii) to the Collection and Funding Account, for disbursement to the Issuer (or the Issuer’s designee), the aggregate New Receivables Funding Amount for any Facility Eligible Receivables to be funded on such Payment Date (without duplicating any portion of such New Receivables Funding Amount to be paid using the proceeds of an increase in any VFN Principal Balance) and the aggregate Excess Receivables Funding Amount to be funded on such Payment Date;

(viii) to the Noteholders of each Series of Notes, pro rata based on their respective Default Supplemental Fees, ERD Supplemental Fees and related shortfall entitlement amounts, the amount necessary to reduce the accrued and unpaid Default Supplemental Fees, Cumulative Default Supplemental Fee Shortfall Amounts, ERD Supplemental Fees and Cumulative ERD Supplemental Fee Shortfall Amounts for each such Series to zero, with amounts paid on a Series pursuant to this clause being allocated among the Classes within such Series as specified in the related Indenture Supplement;

(ix) pro rata, based on their respective invoiced or reimbursable amounts and without regard to the applicable Expense Limit or Series Fee Limit, (A) to the Indenture Trustee (in all its capacities) and the Owner Trustee for any amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this Indenture or the Trust Agreement to the extent not paid under clause (i) above, (B) to the Verification Agent for any amounts payable to the Verification Agent pursuant to this Indenture to the extent not paid under clause (ii) above, (C) to the Securities Intermediary for any indemnification amounts owed to the Securities Intermediary as described in Section 4.9; (D) all Administrative Expenses of the Issuer not paid under clause (ii) above; (E) to the Noteholders of any Notes to cover Increased Costs, pro rata among multiple Series based on their respective Increased Costs amounts (and among multiple Classes, allocated within any Series as described in the related Indenture Supplement); (F) any Series Fees (including any Defaulting Counterparty Termination Payments) due pursuant to the related Indenture Supplement in excess of the applicable

Series Fee Limit; or (G) any other amounts payable pursuant to this Indenture or any other Transaction Document and not paid under clause (ii) above;

(x) if and to the extent so directed by the Administrator on behalf of the Issuer, to the Noteholders of each Class of VFNs, an amount to be applied to pay down the respective VFN Principal Balances equal to the lesser of (A) the amount specified by the Administrator and (B) the amount necessary to reduce the VFN Principal Balances to zero, paid pro rata among each VFN Classes based on their respective Note Balances;

(xi) as directed by the Administrator on behalf of the Issuer, to pay any portion or all of any Excess Cash Amount to any Sinking Fund Account or Sinking Fund Accounts; and

(xii) any Net Excess Cash Amount to or at the direction of the Depositor as holder of the Owner Trust Certificate, to the extent that the Collateral Test would not, following any such payment, be breached; provided that amounts due and owing to the Owner Trustee and not previously paid hereunder or under any other Transaction Document shall be paid prior to such payment.

(2) During the Full Amortization Period, the Series Available Funds for each Series shall be allocated in the following order of priority:

(ii) to each Person (other than the Indenture Trustee or the Owner Trustee) entitled to receive Fees on such date, the Fees payable to any such Person with respect to the related Monthly Advance Collection Period or Interest Accrual Period, as applicable, plus) all reasonable out-of-pocket expenses and indemnification amounts owed for Administrative Expenses of the Issuer with respect to expenses, indemnification amounts and other amounts to the extent such expenses, indemnification amounts and other amounts have been invoiced or noticed to the Administrator and the Indenture Trustee and subject to the applicable Expense Limit and Series Fee Limit;

(iii) thereafter, the remaining Series Available Funds for each Series shall be allocated in the following order of priority (or in such other order of priority as specified in the related Indenture Supplement):

(A) any Series Fees (other than Defaulting Counterparty Termination Payments and any Undrawn Fees), subject to the related Series Fee Limit and to the extent such amounts were deposited into the Fee Accumulation Account on or prior to a preceding Interim Payment Date;

(B) any Undrawn Fees or Late VFN Note Balance Adjustment Request Fees payable to any VFNs included in the related Series;

(C) to the Noteholders of the related Series of Notes, the related Cumulative Interest Shortfall Amounts attributable to unpaid Interest Amounts from prior Payment Dates and the Interest Amount for the current Payment Date, for each related Class; provided that if the amount of related Series Available Funds on such day is insufficient to pay any amounts in respect of any related Class pursuant to this clause (iii)(C) the Indenture Trustee shall withdraw from the Series Reserve Account for such Class an amount equal to the lesser of the amount then on deposit in such Series Reserve Account and the amount of such shortfall for disbursement to the Noteholders of such Class in reduction of such shortfall, with all such amounts paid to a Series under this clause (iii)(C) allocated among the Classes of such Series as provided in the related Indenture Supplement;

(D) to the Noteholders of the related Series of Notes, remaining Series Available Funds up to the aggregate unpaid Note Balances to reduce Note Balances in the order specified in the related Indenture Supplement, until all such Note Balances have been reduced to zero;

(E) to the Noteholders of the related Series of Notes, the amount necessary to reduce the accrued and unpaid Default Supplemental Fees, Cumulative Default Supplemental Fee Shortfall Amounts, ERD Supplemental Fees and Cumulative ERD Supplemental Fee Shortfall Amounts for such Series to zero, with amounts paid on a Series pursuant to this clause being allocated among the Classes within such Series as specified in the related Indenture Supplement; and

(F) to be allocated to other Series to run steps (A) through (E) above for such other Series, to the extent the Series Available Funds for such other Series were insufficient to make such payments, allocated among such other Series pro rata based on the amounts of their respective shortfalls.

(iv) out of all remaining Series Available Funds for all Series, pro rata, based on their respective invoiced or reimbursable amounts and without regard to the applicable Expense Limit, (A) to the Indenture Trustee (in all its capacities) and the Owner Trustee for any amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this Indenture or the Trust Agreement to the extent not paid under clause (i) above, (B) to the Verification Agent for any amounts payable to the Verification Agent pursuant to this Indenture to the extent not paid under clause (ii) above, (C) to the Securities Intermediary for any indemnification amounts owed to the Securities Intermediary as described in Section 4.9 ; (D) all Administrative Expenses of the Issuer not paid under clause (ii) above; (E) any Series Fees (including any Defaulting Counterparty Termination Payments) due to any Derivative Counterparty in excess of the applicable Series Fee Limit; and (F) to the Noteholders of any Notes to cover Increased Costs, pro rata among multiple Classes based on their respective Increased Costs amounts or any other amounts payable pursuant to this Indenture or any other Transaction Document and not paid under clause (ii) above;

(v) out of all remaining Series Available Funds for all Series, to pay any other amounts required to be paid before Net Excess Cash Amounts are paid to the Depositor pursuant to one or more Indenture Supplements; and

(vi) out of all remaining Series Available Funds for all Series, any Net Excess Cash Amount to or at the direction of the Depositor as holder of the Owner Trust Certificate.

The amounts payable under clause (i) or (ii) above shall be paid out of each Series’ Series Available Funds based on such Series’ Series Allocation Percentage of such amounts payable on such Payment Date. If, on any Payment Date, the Series Available Funds for any Series is less than the amount payable under clauses (i) and (ii) above out of such Series’ Series Available Funds (any such difference, a “shortfall amount”), the amount of such shortfall amount shall be paid out of the Series Available Funds for each Series that does not have a shortfall amount, in each case, based on such Series’ relative Series Invested Amount.

(b) Any proceeds received by the Issuer under a Derivative Agreement or Supplemental Credit Enhancement Agreement for a Series or Class shall be applied to supplement amounts payable with respect to such Series under Section 4.5(a), as set forth in the related Indenture Supplement. Amounts payable to any Derivative Counterparty or Supplemental Credit Enhancement Provider with respect to any Series or Class shall be designated as “Series Fees” for purposes of this Indenture and the related Indenture Supplement, and particularly, Sections 4.4 and 4.5 hereof.

(c) On each Payment Date, the Indenture Trustee shall instruct the Paying Agent to pay to each Noteholder of record on the related Record Date the amount to be paid to such Noteholder in respect of the related Note on such Payment Date by wire transfer if appropriate instructions are provided to the Indenture Trustee in writing no later than five (5) Business Days prior to the related Record Date, or, if a wire transfer cannot be effected, by check delivered to each Noteholder of record on the related Record Date at the address listed on the records of the Note Registrar.

(d) Notwithstanding anything to the contrary in this Indenture, the Indenture Supplement providing for the issuance of any Series of Notes within which there are one or more Classes of Notes may specify the allocation of payments among such Classes payable pursuant to Sections 4.4 and 4.5 hereof, providing for the subordination of such payments on the subordinated Series or Class, and any such provision in such an Indenture Supplement shall have the same effect as if set forth in this Indenture and any related Indenture Supplement, all to the extent an Issuer Tax Opinion is delivered as to such Series at its issuance.

(e) [ Reserved ].

(f) On each Payment Date, the Indenture Trustee shall make available, in the same manner as described in Section 3.5 , a report stating all amounts paid to the Indenture Trustee (in all its capacities) or Wells Fargo Bank, N.A. (in all its capacities) pursuant to this Section 4.5 on such Payment Date.

(g) The Indenture Trustee shall withdraw, on each Payment Date and Funding Date and use as Available Funds, the amount by which (i) the amount then on deposit in the Fee Accumulation Account exceeds the Fee Accumulation Amount, (ii) the amount then on deposit in the Interest Accumulation Account exceeds the Interest Accumulation Amount and (iii) the amount then on deposit in the Target Amortization Principal Accumulation Account exceeds the Target Amortization Amount, in each case, after giving effect to all payments required to be made from such Trust Accounts and the Note Payment Account on such date. During the Full Amortization Period all amounts on deposit in the Accumulation Accounts will be available for the benefit of all Outstanding Notes in accordance with the definition of “Series Available Funds”.

(h) On the Expected Repayment Date (unless such Expected Repayment Date shall occur during the Full Amortization Period) for any Class of Notes with respect to which a Sinking Fund Account has been established, the Indenture Trustee shall transfer all amounts on deposit in such Sinking Fund Account to the Note Payment Account for the repayment of the Note Balance of such Class of Notes. During the Full Amortization Period all amounts on deposit in the Sinking Fund Accounts with respect to Sinking Fund

Classes will be available for the benefit of all Outstanding Notes in accordance with the definition of “Series Available Funds”.


Section 4.6.	Series Reserve Account.

(a) Pursuant to Section 4.1 , the Indenture Trustee shall establish and maintain a Series Reserve Account or Accounts for each Series, each of which shall be an Eligible Account, for the benefit of the Secured Parties of such Series. If any such account loses its status as an Eligible Account, the funds in such account shall be moved to an account that qualifies as an Eligible Account within thirty (30) days. On or prior to the Issuance Date for each Series, the Issuer shall cause an amount equal to the related Series Reserve Required Amount(s) to be deposited into the related Series Reserve Account(s). Thereafter, on each Payment Date and Interim Payment Date, the Indenture Trustee shall withdraw Available Funds from the Note Payment Account and deposit them into each such Series Reserve Account pursuant to, and to the extent required by, Section 4.5(a) and the related Indenture Supplement.

(b) On each Payment Date, an amount equal to the aggregate of amounts described in clauses (i) , (ii) and (iii) of Section 4.5(a)(1) or clauses (i), (ii) and (iii)(A) through (C) of Section 4.5(a)(2) allocable to the related Series, as appropriate, and which is not payable out of Available Funds or the related Series Available Funds, as applicable, due to an insufficiency of Available Funds or Series Available Funds, as applicable, shall be withdrawn from such Series Reserve Account by the Indenture Trustee and remitted to the Note Payment Account for payment in respect of the related Class’ allocable share of such items as described in Section 4.5(a) or the related Indenture Supplement. On any Payment Date on which amounts are withdrawn from such Series Reserve Account pursuant to Section 4.5(a) , no funds shall be withdrawn from the Collection and Funding Account (or from the Note Payment Account for deposit into the Collection and Funding Account) to pay New Receivables Funding Amounts or amounts to the Issuer pursuant to Section 4.3 if, after giving effect to the withdrawals described in the preceding sentences, the amount then standing to the credit of such Series Reserve Account is less than the related Series Reserve Required Amount. All Collections received in the Collection and Funding Account shall be deposited into the related Series Reserve Accounts until the amount on deposit in each Series Reserve Account equals the related Series Reserve Required Amount, as described in Section 4.5 and the related Indenture Supplement. For purposes of the foregoing the portion of any such fees and expenses payable under clause (i) or (ii) shall equal the related Series Allocation Percentage of the amounts payable under such clause.

(c) If on any Payment Date the amount on deposit in a Series Reserve Account is equal to or greater than the aggregate Note Balance for the related Series (after payment on such Payment Date of the amounts described in Section 4.5 ) the Indenture Trustee will withdraw from such Series Reserve Account the aggregate Note Balance for such Series and remit it to the Noteholders of the Notes of such Series in reduction of the aggregate Note Balance for all Classes of Notes of such Series that are Outstanding. On the Stated Maturity Date for the latest maturing Class in a Series, the balance on deposit in the related Series Reserve Account shall be applied as a principal payment on the Notes of that Series to the extent necessary to reduce the aggregate Note Balance for that Series to zero. On any Payment Date after payment of principal on the Notes and when no Event of Default has occurred and has not be waived in accordance with the terms hereof, the Indenture Trustee shall withdraw from each Series Reserve Account the amount by which the balance of the Series Reserve Account exceeds the related Series Reserve Required Amount and pay such amount to the Depositor as holder of the Owner Trust Certificate.

(d) Amounts held in a Series Reserve Account shall be invested in Permitted Investments at the direction of the Administrator as provided in Section 4.1 .

(e) On any Payment Date, after payment of all amounts pursuant to Section 4.5(a) , if the Collateral Test is not satisfied or if an Event of Default shall have occurred (unless such Event of Default shall have been waived in accordance with the terms hereof), the Indenture Trustee shall withdraw from each Series Reserve Account the amount by which the amount standing to the credit of such Series Reserve Account exceeds the related Series Reserve Required Amount, and shall apply such excess to reduce the Note Balances of the Notes of the related Series, pursuant to Section 4.5(b) . Such principal payments shall be made pro rata based on Note Balances to multiple Classes within a Series, except that in a Full Amortization Period such principal payment shall be made in accordance with the terms and provisions of the related Indenture Supplement. On any Payment Date following the payment in full of all principal payable in respect of the related Series or Class of Notes, the Indenture Trustee shall withdraw any remaining amounts from the related Series Reserve Account and distribute it to the Depositor as holder of the Owner Trust Certificate. Amounts paid to the Depositor or its designee pursuant to the preceding sentence shall be released from the Security Interest.

(f) If on any Funding Date, the amount on deposit in one or more Series Reserve Accounts is less than the related Series Reserve Required Amounts, then the Administrator may direct the Indenture Trustee to transfer from the Collection and Funding Account to such Series Reserve Accounts an amount equal to the amount by which the respective Series Reserve Required Amounts exceed the respective amounts then on deposit in the related Series Reserve Accounts.

(g) For the avoidance of doubt, any funds on deposit in any Series Reserve Account or any Derivative Account are to be applied to make any required payments in respect of the related Series or Class of Notes only, and no other Series or Class of Notes shall have any interest or claim against such amounts on deposit. Notwithstanding the foregoing, if any Series or Class of Notes is deemed to have an interest or claim on the funds on deposit in the Series Reserve Account or the Derivative Account established for another Series, it shall not receive any amounts on deposit in such Series Reserve Account or Derivative Account unless and until the Series or Class of Notes related to such Series Reserve Account or Derivative Account are paid in full and are no longer Outstanding. The provisions of this Section 4.6(g) constitute a “subordination agreement” for purposes of Section 510(a) of the Bankruptcy Code.


Section 4.7.	Collection and Funding Account, Interest Accumulation Account, Fee Accumulation Account, Target Amortization Principal Accumulation Account and Sinking Fund Accounts.

(a) Pursuant to Section 4.1 , the Indenture Trustee shall establish and maintain the Collection and Funding Account, which shall be an Eligible Account, for the benefit of the Secured Parties. If any such account loses its status as an Eligible Account, the funds in such account shall be moved to an account that qualifies as an Eligible Account within thirty (30) days. The Indenture Trustee shall deposit and withdraw Available Funds from the Collection and Funding Account pursuant to, and to the extent required by, Section 4.4 and Section 4.5 .

(b) Pursuant to Section 4.1, the Indenture Trustee shall establish and maintain the Fee Accumulation Account, the Interest Accumulation Account and the Target Amortization Principal Accumulation Account, each of which shall be an Eligible Account, for the benefit of the Noteholders. If any such account loses its status as an Eligible Account, the funds in such account shall be moved to an account that qualifies as an Eligible Account within thirty (30) days.

(c) On each Payment Date, an amount equal to the aggregate of amounts described in Section 4.5(a) shall be withdrawn from each Fee Accumulation Account, Interest Accumulation Account and Target

Amortization Principal Accumulation Account by the Indenture Trustee and remitted for payments as described therein. During the Full Amortization Period all amounts on deposit in the Accumulation Accounts will be available for the benefit of all Outstanding Notes in accordance with the definition of “Series Available Funds”.

(d) The Indenture Trustee shall withdraw, on each Payment Date and Interim Payment Date and use as Available Funds, the amount by which (i) the amount then on deposit in the Fee Accumulation Account exceeds the Fee Accumulation Amount, (ii) the amount then on deposit in the Interest Accumulation Account exceeds the Interest Accumulation Amount, and (iii) the amount by which the amount then on deposit in the Target Amortization Principal Accumulation Account exceeds the Target Amortization Amount of all Target Amortization Classes, in each case, after giving effect to all payments required to be made from such Trust Accounts and the Note Payment Account on such date.

(e) The Administrator on behalf of the Issuer may, in its sole and absolute discretion, from time to time on or after the Closing Date, direct the Indenture Trustee pursuant to an Issuer Certificate to establish a Sinking Fund Account for any Class of Notes and upon receipt by the Indenture Trustee of such direction, the Indenture Trustee shall establish and maintain each such Sinking Fund Account specified by the Administrator on behalf of the Issuer in its direction to the Indenture Trustee, which shall be an Eligible Account, for the benefit of the Secured Parties. Any direction by the Administrator on behalf of the Issuer to the Indenture Trustee pursuant to an Issuer Certificate to establish a Sinking Fund Account shall include a specification by the Issuer of the Class to which such Sinking Fund Account shall relate. If any such account loses its status as an Eligible Account, the funds in such account shall be moved to an account that qualifies as an Eligible Account within thirty (30) days. The Indenture Trustee shall deposit and withdraw Available Funds from a Sinking Fund Account pursuant to, and to the extent required by, Section 4.5 . During the Full Amortization Period all amounts on deposit in the Sinking Fund Accounts with respect to Sinking Fund Classes will be available for the benefit of all Outstanding Notes in accordance with the definition of “Series Available Funds”.


Section 4.8.	Note Payment Account.

(a) Pursuant to Section 4.1 , the Indenture Trustee shall establish and maintain the Note Payment Account, which shall be an Eligible Account, for the benefit of the Secured Parties. If the Note Payment Account loses its status as an Eligible Account, the funds in such account shall be moved to an account that qualifies as an Eligible Account within thirty (30) days. The Note Payment Account shall be funded to the extent that (i) the Issuer shall remit to the Indenture Trustee the Redemption Amount for a Class of Notes pursuant to Section 13.1 , (ii) the Indenture Trustee shall remit thereto any Available Funds from the Collection and Funding Account pursuant to Section 4.2(b) , (iii) the Indenture Trustee shall remit thereto any Available Funds from the Interest Accumulation Account, the Target Amortization Principal Accumulation Account and the Fee Accumulation Account pursuant to Section 4.5 and (iv) the Indenture Trustee shall transfer amounts from an applicable Series Reserve Account pursuant to, and to the extent required by, Section 4.6 .

(b) On each Payment Date, an amount equal to the aggregate of amounts described in Section 4.5(a) shall be withdrawn from the Note Payment Account by the Indenture Trustee and remitted to the Noteholders and other Persons or accounts described therein for payment as described in that Section, and upon payments of all sums payable hereunder as described in Section 4.5(a) , as applicable, any remaining amounts then on deposit in the Note Payment Account shall be released from the Security Interest and paid to Depositor or its designee.

(c) Amounts held in the Note Payment Account may be invested in Permitted Investments at the direction of the Administrator as provided in Section 4.1 .


Section 4.9.	Securities Accounts.

(a) Securities Intermediary . The Issuer and the Indenture Trustee hereby appoint Wells Fargo Bank, N.A., as Securities Intermediary with respect to the Trust Accounts. The Security Entitlements and all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Trust Accounts will continue to be held by the Securities Intermediary for the Indenture Trustee for the benefit of the Secured Parties. Upon the termination of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Wells Fargo Bank, N.A., as Securities Intermediary. Wells Fargo Bank, N.A. hereby accepts such appointment as Securities Intermediary.

(i) With respect to any portion of the Trust Estate that is credited to the Trust Accounts, the Securities Intermediary agrees that:

(A) with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this Indenture, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto;

(B) any and all property credited to the Trust Accounts shall be treated by the Securities Intermediary as Financial Assets;

(C) any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has “control” (as defined in the UCC); and

(D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Trust Account and that it is a violation of that Person’s rights for anyone else to hold, transfer or deal with such Financial Asset.

(ii) The Securities Intermediary hereby confirms that (A) each Trust Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Indenture treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Trust Account, (B) any portion of the Trust Estate in respect of any Trust Account will be promptly credited by the Securities Intermediary to such account, and (C) all securities or other property underlying any Financial Assets credited to any Trust Account

shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Trust Account be registered in the name of the Issuer or the Administrator, payable to the order of the Issuer or the Administrator or specially endorsed to any of such Persons.

(iii) If at any time the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Issuer or the Administrator or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person.

(iv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Indenture Trustee in the case of the Trust Accounts.

(v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Administrator, or any other Person (other than the Indenture Trustee) with respect to any Trust Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement (other than any Consent) now existing or hereafter entered into, the terms of this Indenture shall prevail.

(vi) The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will not be affected by the bankruptcy of the Issuer, the Administrator or the Receivables Seller nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the interest of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writing.

(b) Definitions; Choice of Law . Capitalized terms used in this Section 4.9 and not defined herein shall have the meanings assigned to such terms in the New York UCC. For purposes of Section 8‑110(e) of the New York UCC, the “securities intermediary’s jurisdiction” shall be the State of New York.

(c) Limitation on Liability . None of the Securities Intermediary or any director, officer, employee or agent of the Securities Intermediary shall be under any liability to the Indenture Trustee or the Noteholders for any action taken, or not taken, in good faith pursuant to this Indenture, or for errors in judgment; provided , however , that this provision shall not protect the Securities Intermediary against any liability to the Indenture Trustee or the Noteholders which would otherwise be imposed by reason of the

Securities Intermediary’s willful misconduct, bad faith or negligence in the performance of its obligations or duties hereunder. The Securities Intermediary and any director, officer, employee or agent of the Securities Intermediary may rely in good faith on any document of any kind which, on its face, is properly executed and submitted by any Person respecting any matters arising hereunder. The Securities Intermediary shall be under no duty to inquire into or investigate the validity, accuracy or content of such document.

(d) Hague Convention . (i) At the time of the Securities Intermediary’s entry into the governing law provisions of any agreement between the Issuer and the Securities Intermediary governing the Trust Accounts (each such agreement, an “ Account Agreement ”) that are currently in force, (ii) at each time of any later amendment to any Account Agreement that reaffirmed or amended such governing law provisions, and (iii) as of the date hereof: the Securities Intermediary had and has an office located in the United States of America, that is not a temporary office, and that engaged and engages in a business or other regular activity of maintaining securities accounts within the meaning of Article 4(1)(a)(iii) of the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held With an Intermediary.


Section 4.10.	Notice of Adverse Claims.

Except for the claims and interests of the Secured Parties in the Trust Accounts, the Securities Intermediary has no actual knowledge of any claim to, or interest in, any Trust Account or in any financial asset credited thereto. If any Person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Trust Account or in any financial asset carried therein of which a Responsible Officer of the Securities Intermediary has actual knowledge, the Securities Intermediary will notify the Noteholders, the Indenture Trustee and the Issuer thereof within two (2) Business Days.


Section 4.11.	No Gross Up.

No Person, including the Issuer, shall be obligated to pay any additional amounts to the Noteholders or Note Owners as a result of any withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges. In addition, the Indenture Trustee will withhold on payments of Undrawn Fees to Non-U.S. Noteholders unless such Noteholder provides a correct, complete and executed U.S. Internal Revenue Service Form W-8ECI or is eligible for benefits under an income tax treaty with the United States that eliminates U.S. federal income taxation on U.S. source Undrawn Fees and such Non-U.S. Noteholder provides a correct, complete and executed U.S. Internal Revenue Service Form W-8BEN or W-8BEN-E. The Indenture Trustee may rely on such U.S. Internal Revenue Service Form W-8ECI, W-8BEN or W-8BEN-E to evidence the Noteholders’ eligibility.


Section 4.12.	Full Amortization Period; Target Amortization Events.

Upon the occurrence of an Event of Default, the Revolving Period or Target Amortization Period for all Classes and Series of the Notes shall automatically terminate and the Full Amortization Period for all Outstanding Notes shall commence without further action on the part of any Person, unless, together, the Majority Noteholders of all Outstanding Notes that are not Variable Funding Notes and the Series Required Noteholders for each Series of Variable Funding Notes that are Outstanding notify the Indenture Trustee that they have waived the occurrence of such Event of Default and consent to the continuation of the Revolving Period or Target Amortization Period, as the case may be, for each Outstanding Series that is still in its Revolving Period or Target Amortization Period; provided , however, that any Event of Default described in Section 8.1(h) or (j) hereto shall not be deemed to have “occurred” until the Administrator or the

Administrative Agent has provided notice thereof to the Indenture Trustee, or a Responsible Officer of the Indenture Trustee shall have obtained actual knowledge thereof.

Upon the occurrence of a Target Amortization Event with respect to a Class or Series, unless otherwise provided in the Indenture Supplement, the related Target Amortization Period shall be deemed to commence when the Administrator or the Administrative Agent has provided notice thereof to the Indenture Trustee, or a Responsible Officer of the Indenture Trustee shall have obtained actual knowledge thereof but upon such notice or knowledge, the Notes of such Class or Series shall enter their Target Amortization Periods and as a result shall be paid principal in Target Amortization Amounts under Section 4.5(a)(1)(v) on subsequent Payment Dates, unless the requisite parties pursuant to the Indenture Supplement related to that Series notify the Indenture Trustee that they have waived the occurrence of such Target Amortization Event and consent to the continuation of the Revolving Periods (in the case of any Notes still in their Revolving Periods prior to the occurrence of such Target Amortization Event); provided that no Series of VFNs may continue its Revolving Period unless all Outstanding Series of VFNs consent to continuation of their Revolving Periods.

The Administrator shall notify the Indenture Trustee and the Administrative Agent immediately upon its becoming aware of the occurrence of any Event of Default (as well as the occurrence of an event described in (h) or (j) of the definition of “Events of Default” that will become an Event of Default upon notice of such event to the Indenture Trustee) or the occurrence of an event described in the definition of “Target Amortization Event” in the related Indenture Supplement that will become a Target Amortization Event upon notice of such event by either the Administrative Agent or the Administrator, or, if applicable, any of its affiliates or by the Indenture Trustee or the related Noteholders of such Series and/or affirmative vote by the Series Required Noteholders, as well as the occurrence of any Target Amortization Event. The Administrative Agent shall use commercially reasonable efforts to notify the Indenture Trustee and each Derivative Counterparty (as applicable in the case of any Target Amortization Event, with respect to the related Series of Notes) promptly upon becoming aware of the occurrence of any Event of Default or Target Amortization Event. For the avoidance of doubt, the obligation for the Issuer to pay or reserve any Default Supplemental Fee or Default Supplemental Fee Shortfall Amounts shall begin only upon the commencement of the Full Amortization Period as described in this Section 4.12.

Article V

Note Forms


Section 5.1.	Forms Generally.

The Notes will have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or the applicable Indenture Supplement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon, as may be required to comply with applicable laws or regulations or with the rules of any securities exchange, or as may, consistently herewith, be determined by the Issuer, as evidenced by the Issuer’s execution of such Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

The Definitive Notes and the Global Notes representing the Book-Entry Notes will be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) or may be produced in any other manner, all as determined by the Issuer, as evidenced by the Issuer’s execution of such Notes.


Section 5.2.	Forms of Notes.

(a) Forms Generally . Subject to Section 5.2(b) , each Note will be in one of the forms approved from time to time by or pursuant to an Indenture Supplement. Without limiting the generality of the foregoing, the Indenture Supplement for any Series of Notes shall specify whether the Notes of such Series, or of any Class within such Series, shall be issuable as Definitive Notes or as Book-Entry Notes.

(b) Issuer Certificate . Before the delivery of a Note to the Indenture Trustee for authentication in any form approved by or pursuant to an Issuer Certificate, the Issuer will deliver to the Indenture Trustee the Issuer Certificate by or pursuant to which such form of Note has been approved, which Issuer Certificate will have attached thereto a true and correct copy of the form of Note which has been approved thereby. Any form of Note approved by or pursuant to an Issuer Certificate must be acceptable as to form to the Indenture Trustee, such acceptance to be evidenced by the Indenture Trustee’s authentication of Notes in that form or a Certificate of Authentication signed by an Indenture Trustee Authorized Officer and delivered to the Issuer.

(c) (i) Rule 144A Notes . Notes offered and sold in reliance on the exemption from registration under Rule 144A (each, a “ Rule 144A Note ”) shall be issued initially in the form of (A) one or more permanent Global Notes in fully registered form (each, a “ Rule 144A Global Note ”), substantially in the form attached hereto as Exhibit A-1 or (B) one or more permanent Definitive Notes in fully registered form (each, a “ Rule 144A Definitive Note ”), substantially in the form attached hereto as Exhibit A-2 . The aggregate principal amounts of the Rule 144A Global Notes or Rule 144A Definitive Notes may from time to time be increased or decreased by adjustments made on the records of the Indenture Trustee, or the Depository or its nominee, as the case may be, as hereinafter provided.

(ii) Regulation S Notes. Notes sold in offshore transactions in reliance on Regulation S (each, a “ Regulation S Note ”) shall be issued in the form of (A) one or more permanent Global Notes in fully registered form (each, a “ Regulation S Global Note ”), substantially in the form attached hereto as Exhibit A-3 or (B) one or more permanent Definitive Notes in fully registered form (each, a “ Regulation S Definitive Note ”), substantially in the form attached hereto as Exhibit A-4 . The

aggregate principal amounts of the Regulation S Global Notes or the Regulation S Definitive Notes may from time to time be increased or decreased by adjustments made on the records of the Indenture Trustee or the Depository or its nominee, as the case may be, as hereinafter provided.


Section 5.3.	Form of Indenture Trustee’s Certificate of Authentication.

The form of Indenture Trustee’s Certificate of Authentication for any Note issued pursuant to this Indenture will be substantially as follows:

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the Series or Class designated herein referred to in the within-mentioned Indenture and Indenture Supplement.

WELLS FARGO BANK, N.A.,

as Indenture Trustee,

By: __________________________________________

Authorized Signatory

Dated: ________________________________________


Section 5.4.	Book-Entry Notes.

(a) Issuance of Book-Entry Notes . If the Issuer establishes pursuant to Sections 5.2 and 6.1 that the Notes of a particular Series or Class are to be issued as Book-Entry Notes, then the Issuer will execute and the Indenture Trustee or its agent will, in accordance with Section 6.3 and with the Issuer Certificate delivered to the Indenture Trustee or its agent under Section 6.3 , authenticate and deliver, one or more definitive Global Notes, which, unless otherwise provided in the applicable Indenture Supplement (1) will represent, and will be denominated in an amount equal to the aggregate, Initial Note Balance of the Outstanding Notes of such Series or Class to be represented by such Global Note or Notes, or such portion thereof as the Issuer will specify in an Issuer Certificate, (2) will be registered in the name of the Depository for such Global Note or Notes or its nominee, (3) will be delivered by the Indenture Trustee or its agent to the Depository or pursuant to the Depository’s instruction (and which may be held by the Indenture Trustee as custodian for the Depository, if so specified in the related Indenture Supplement or Depository Agreement), (4) if applicable, will bear a legend substantially to the following effect: “Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest herein” and (5) may bear such other legend as the Issuer, upon advice of counsel, deems to be applicable. The Specified Notes may not be issued as Book-Entry Notes.

part and in the manner provided in Section 6.5 , only to a nominee of the Depository for such Global Note, or to the Depository, or a successor Depository for such Global Note selected or approved by the Issuer, or to a nominee of such successor Depository.

(c) Limited Right to Receive Definitive Notes . Except under the limited circumstances described below, Note Owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. With respect to Notes issued within the United States, unless otherwise specified in the applicable Indenture Supplement, or with respect to Notes issued outside the United States, if specified in the applicable Indenture Supplement:

(i) If at any time the Depository for a Global Note notifies the Issuer that it is unwilling or unable to continue to act as Depository for such Global Note or if at any time the Depository for the Notes for such Series or Class ceases to be a Clearing Corporation, the Issuer will appoint a successor Depository with respect to such Global Note. If a successor Depository for such Global Note is not appointed by the Issuer within ninety (90) days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer will execute, and the Indenture Trustee or its agent will, in accordance with Section 6.3 and with the Issuer Certificate delivered to the Indenture Trustee or its agent under Section 6.3 requesting the authentication and delivery of individual Notes of such Series or Class in exchange for such Global Note, will authenticate and deliver, individual Notes of such Series or Class of like tenor and terms in an aggregate Initial Note Balance equal to the Initial Note Balance of the Global Note in exchange for such Global Note.

(ii) The Issuer may at any time and in its sole discretion determine that the Notes of any Series or Class or portion thereof issued or issuable in the form of one or more Global Notes will no longer be represented by such Global Note or Notes. In such event the Issuer will execute, and the Indenture Trustee or its agent in accordance with Section 6.3 and with the Issuer Certificate delivered to the Indenture Trustee or its agent under Section 6.3 for the authentication and delivery of individual Notes of such Series or Class in exchange in whole or in part for such Global Note, will authenticate and deliver individual Notes of such Series or Class of like tenor and terms in definitive form in an aggregate Initial Note Balance equal to the Initial Note Balance of such Global Note or Notes representing such Series or Class or portion thereof in exchange for such Global Note or Notes.

(iii) If specified by the Issuer pursuant to Sections 5.2 and 6.1 with respect to Notes issued or issuable in the form of a Global Note, the Depository for such Global Note may surrender such Global Note in exchange in whole or in part for individual Notes of such Series or Class of like tenor and terms in definitive form on such terms as are acceptable to the Issuer and such Depository. Thereupon the Issuer will execute, and the Indenture Trustee or its agent will, in accordance with Section 6.3 and with the Issuer Certificate delivered to the Indenture Trustee or its agent under Section 6.3 , authenticate and deliver, without service charge, (A) to each Person specified by such Depository a new Note or Notes of the same Series or Class of like tenor and terms and of any authorized denomination as requested by such Person in an aggregate Initial Note Balance equal to the Initial Note Balance of the portion of the Global Note or Notes specified by the Depository and in exchange for such Person’s beneficial interest in the Global Note; and (B) to such Depository a new Global Note of like tenor and terms and in an authorized denomination equal to the difference, if any, between the Initial Note Balance of the surrendered Global Note and the aggregate Initial Note Balance of Notes delivered to the Noteholders thereof.

(iv) If any Event of Default has occurred and has not been waived in accordance with the terms hereof, and Owners of Notes evidencing more than 50% of the Global Notes of that Series or Class (measured by Voting Interests) advise the Indenture Trustee and the Depository that a Global Note is no longer in the best interest of the Note Owners, the Owners of Global Notes of that Series or Class may exchange their beneficial interests in such Notes for Definitive Notes in accordance with the exchange provisions herein.

(v) In any exchange provided for in any of the preceding four paragraphs, the Issuer will execute and the Indenture Trustee or its agent will, in accordance with Section 6.3 and with the Issuer Certificate delivered to the Indenture Trustee or its agent under Section 6. 3, authenticate and deliver Definitive Notes in definitive registered form in authorized denominations. Upon the exchange of the entire Initial Note Balance of a Global Note for Definitive Notes, such Global Note will be canceled by the Indenture Trustee or its agent. Except as provided in the preceding paragraphs, Notes issued in exchange for a Global Note pursuant to this Section will be registered in such names and in such authorized denominations as the Depository for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, will instruct the Indenture Trustee or the Note Registrar. The Indenture Trustee or the Note Registrar will deliver such Notes to the Persons in whose names such Notes are so registered.


Section 5.5.	Beneficial Ownership of Global Notes.

Until Definitive Notes have been issued to the applicable Noteholders to replace any Global Notes with respect to a Series or Class pursuant to Section 5.4 or as otherwise specified in any applicable Indenture Supplement:

(a) the Issuer and the Indenture Trustee may deal with the applicable clearing agency or Depository and the Depository Participants for all purposes (including the making of payments) as the authorized representatives of the respective Note Owners; and

(b) the rights of the respective Note Owners will be exercised only through the applicable Depository and the Depository Participants and will be limited to those established by law and agreements between such Note Owners and the Depository and/or the Depository Participants. Pursuant to the operating rules of the applicable Depository, unless and until Definitive Notes are issued pursuant to Section 5.4 , the Depository will make book-entry transfers among the Depository Participants and receive and transmit payments of principal and interest on the related Notes to such Depository Participants.

For purposes of any provision of this Indenture requiring or permitting actions with the consent of, or at the direction of, Noteholders evidencing a specified percentage of the Note Balance of Outstanding Notes, such direction or consent may be given by Note Owners (acting through the Depository and the Depository Participants) owning interests in or security entitlements to Notes evidencing the requisite percentage of principal amount of Notes.


Section 5.6.	Notices to Depository.

Whenever any notice or other communication is required to be given to Noteholders with respect to which Book-Entry Notes have been issued, unless and until Definitive Notes will have been issued to the related Note Owners, the Indenture Trustee will give all such notices and communications to the applicable Depository, and shall have no obligation to report directly to such Note Owners.

Article VI

The Notes


Section 6.1.	General Provisions; Notes Issuable in Series; Terms of a Series or Class Specified in an Indenture Supplement.

(a) Amount Unlimited . The aggregate Initial Note Balance of Notes which may be authenticated and delivered and Outstanding under this Indenture is not limited.

(b) Series and Classes . The Notes may be issued in one or more Series or Classes up to an aggregate Note Balance for such Series or Class as from time to time may be authorized by the Issuer. All Notes of each Series or Class under this Indenture will in all respects be equally and ratably entitled to the benefits hereof with respect to such Series or Class without preference, priority or distinction on account of (1) the actual time of the authentication and delivery, or (2) Stated Maturity Date of the Notes of such Series or Class, except as specified in the applicable Indenture Supplement for such Series or Class of Notes.

Each Note issued must be part of a Series of Notes for purposes of allocations pursuant to the related Indenture Supplement. A Series of Notes is created pursuant to an Indenture Supplement. A Class of Notes is created pursuant to an Indenture Supplement for the applicable Series.

Each Series and Class of Notes will be secured by the Trust Estate.

Each Series of Notes may, but need not be, subdivided into multiple Classes. Notes belonging to a Class in any Series may be entitled to specified payment priorities over other Classes of Notes in that Series.

(c) Provisions Required in Indenture Supplement . Before the initial issuance of Notes of each Series, there shall also be established in or pursuant to an Indenture Supplement provision for:

(i) the Series designation;

(ii) the Initial Note Balance of such Series of Notes and of each Class, if any, within such Series, and the Maximum VFN Principal Balance for such Series (if it is a Series or Class of Variable Funding Notes);

(iii) whether such Notes are subdivided into Classes;

(iv) whether such Notes are Term Notes, Variable Funding Notes or a combination thereof;

(v) the Note Interest Rate at which such Series of Notes or each related Class of Notes will bear interest, if any, or the formula or index on which such rate will be determined, including all relevant definitions, and the date from which interest will accrue;

(vi) the Expected Repayment Date and the Stated Maturity Date for such Series of Notes or each related Class of Notes;

(vii) if applicable, any Target Amortization Events with respect to such Series of Notes or any related Class;

(viii) if applicable, the Target Amortization Amount for each related Class of such Series of Notes;

(ix) if applicable, the appointment by the Indenture Trustee of an Authenticating Agent in one or more places other than the location of the office of the Indenture Trustee with power to act on behalf of the Indenture Trustee and subject to its direction in the authentication and delivery of such Notes in connection with such transactions as will be specified in the provisions of this Indenture or in or pursuant to the applicable Indenture Supplement creating such Series;

(x) if such Series of Notes or any related Class will be issued in whole or in part in the form of a Global Note or Global Notes, the terms and conditions, if any, in addition to those set forth in Section 5.4 , upon which such Global Note or Global Notes may be exchanged in whole or in part for other Definitive Notes; and the Depository for such Global Note or Global Notes (if other than the Depository specified in Section 1.1);

(xi) the subordination, if any, of such Series of Notes or any related Class(es) to any other Notes of any other Series or of any other Class within the same Series;

(xii) if such Series of Notes or any related Class is to have the benefit of any Derivative Agreement, the terms and provisions of such agreement;

(xiii) if such Series of Notes or any related Class is to have the benefit of any Supplemental Credit Enhancement Agreement or Liquidity Facility, the terms and provisions of the applicable agreement;

(xiv) the Record Date for any Payment Date of such Series of Notes or any related Class, if different from the last day of the month before the related Payment Date;

(xv) any Default Supplemental Fee, Default Supplemental Fee Rate, ERD Supplemental Fee or ERD Supplemental Fee Rate, if applicable;

(xvi) if applicable, under what conditions any additional amounts will be payable to Noteholders of the Notes of such Series;

(xvii) the Administrative Agent for such Series of Notes; and

(xviii) any other terms of such Notes as stated in the related Indenture Supplement;

all upon such terms as may be determined in or pursuant to an Indenture Supplement with respect to such Series or Class of Notes.

(d) Forms of Series or Classes of Notes . The form of the Notes of each Series or Class will be established pursuant to the provisions of this Indenture and the related Indenture Supplement creating such Series or Class. The Notes of each Series or Class will be distinguished from the Notes of each other Series or Class in such manner, reasonably satisfactory to the Indenture Trustee, as the Issuer may determine.

registered upon books maintained for such purpose by or on behalf of the Issuer, and each Note shall be a “security” governed by Article 8 of the UCC.


Section 6.2.	Denominations.

(a) Except as provided in Section 6.2(b) , the Notes of each Series or Class will be issuable in such denominations and currency as will be provided in the provisions of this Indenture or in or pursuant to the applicable Indenture Supplement. In the absence of any such provisions with respect to the Notes of any Series or Class, the Notes of that Series or Class will be issued in denominations of $100,000 and integral multiples of $1,000 in excess thereof.

(b) The minimum denomination established for each class of Specified Notes issued on any particular date, shall be determined in a manner so that the total number of Specified Notes that could be Outstanding immediately after such issuance (including all classes of Specified Notes issued on such date) shall not reduce the Remaining Specified Note Capacity below zero. On any particular issue date, the Remaining Specified Note Capacity shall be equal to (a) 90 less (b) the sum of, for each class of Specified Note Outstanding immediately after such issuance (including all classes of Specified Notes issued on such date but excluding any Specified Notes beneficially owned by the beneficial owner of the Trust Certificate), the quotient, rounded downwards to the nearest whole number, of the principal amount of such class of Specified Note on its date of issuance divided by the minimum denomination established for such class of Specified Note on its date of issuance (or as later revised).


Section 6.3.	Execution, Authentication and Delivery and Dating.

(a) The Notes will be executed on behalf of the Issuer by an Issuer Authorized Officer, by manual or facsimile signature.

(b) Notes bearing the manual or facsimile signatures of individuals who were at any time an Issuer Authorized Officer will bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices before the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes.

(c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication; and the Indenture Trustee will, upon delivery of an Issuer Certificate, authenticate and deliver such Notes as provided in this Indenture and not otherwise.

(d) Before any such authentication and delivery, the Indenture Trustee will be entitled to receive, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.3 , the Issuer Certificate and any other opinion or certificate relating to the issuance of the Series or Class of Notes required to be furnished pursuant to Section 5.2 or Section 6.10 .

(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.

(f) Unless otherwise provided in the form of Note for any Series or Class, all Notes will be dated the date of their authentication.

(g) No Note will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a Certificate of Authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an Authorized Signatory, and such certificate upon any Note will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.


Section 6.4.	Temporary Notes.

(a) Pending the preparation of definitive Notes of any Series or Class, the Issuer may execute, and, upon receipt of the documents required by Section 6.3 , together with an Issuer’s Certificate, the Indenture Trustee will authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Notes in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the Issuer may determine, as evidenced by the Issuer’s execution of such Notes.

(b) If temporary Notes of any Series or Class are issued, the Issuer will cause permanent Notes of such Series or Class to be prepared without unreasonable delay. After the preparation of permanent Notes, the temporary Notes of such Series or Class will be exchangeable for permanent Notes of such Series or Class upon surrender of the temporary Notes of such Series or Class at the office or agency of the Issuer in a Place of Payment, without charge to the Noteholder; and upon surrender for cancellation of any one or more temporary Notes the Issuer will execute and the Indenture Trustee or its agent will, in accordance with Section 6.3 and with the Issuer Certificate delivered to the Indenture Trustee or its agent under Section 6.3 , authenticate and deliver in exchange therefore a like Initial Note Balance of permanent Notes of such Series or Class of authorized denominations and of like tenor and terms. Until so exchanged the temporary Notes of such Series or Class will in all respects be entitled to the same benefits under this Indenture as permanent Notes of such Series or Class.


Section 6.5.	Registration, Transfer and Exchange.

(a) Note Register . The Indenture Trustee, acting as Note Registrar (in such capacity, the “ Note Registrar ”), shall keep or cause to be kept a register (herein sometimes referred to as the “ Note Register ”) in which, subject to such reasonable regulations as it may prescribe, the Issuer will provide for the registration of Notes, or of Notes of a particular Series or Class, and for transfers of Notes. Any such register will be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information contained in such register or registers will be available for inspection by the Issuer or the Indenture Trustee at the Corporate Trust Office. The Issuer, the Indenture Trustee, the Note Registrar, the Paying Agent and any agents of any of them, may treat a Person in whose name a Note is registered as the owner of such Note for the purpose of receiving payments in respect of such Note and for all other purposes, and none of the Issuer, the Indenture Trustee, the Note Registrar, the Paying Agent or any agent of any of them, shall be affected by notice to the contrary. None of the Issuer, the Indenture Trustee, any agent of the Indenture Trustee, any Paying Agent or the Note Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership of a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership.

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Maturity Date and of like terms. Subject to Section 5.4 , Notes of any Series or Class may be exchanged for other Notes of such Series or Class of any authorized denominations, of a like aggregate Initial Note Balance and Stated Maturity Date and of like terms, upon surrender of the Notes to be exchanged at the Place of Payment. Whenever any Notes are so surrendered for exchange, the Issuer will execute, and the Indenture Trustee or the related Authenticating Agent will authenticate and deliver the Notes which the Noteholders making the exchange are entitled to receive.

(c) Issuer Obligations . All Notes issued upon any transfer or exchange of Notes will be the valid and legally binding obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange.

(d) Endorsement of Notes to be Transferred or Exchanged . Every Note presented or surrendered for transfer or exchange will (if so required by the Issuer, the Note Registrar or the Indenture Trustee) be duly indorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer, the Indenture Trustee, and the Note Registrar duly executed, by the Noteholder thereof or such Noteholder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Securities Transfer Agent’s Medallion Program (“ STAMP ”).

(e) No Service Charge . Unless otherwise provided in the Note to be transferred or exchanged, no service charge will be assessed against any Noteholder for any transfer or exchange of Notes, but the Issuer, the Indenture Trustee, and the Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes before the transfer or exchange will be complete, other than exchanges pursuant to Section 5.4 not involving any transfer.

(f) Deemed Representations by Transferees of Rule 144A Notes . Each transferee (including the Initial Noteholder or Owner) of a Rule 144A Note or of a beneficial interest therein shall be deemed by accepting such Note or beneficial interest, to have made all the certifications, representations and warranties set forth in the Transferee Certificate attached to Exhibit B-1 attached hereto.

(g) Deemed Representations by Transferees of Regulation S Notes . Each transferee (including the initial Noteholder or Owner) of a Regulation S Note or of a beneficial therein shall be deemed by accepting such Note or beneficial interest, to have made all the certifications, representations and warranties set forth in the Transferee Certificate attached to Exhibit B-2 attached hereto.

(h) Conditions to Transfer . Each Noteholder shall have the right to sell, assign, pledge, or otherwise transfer (each a “ Transfer ”) any Notes at any time; provided that no such transfer shall be made unless that Transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws or is made in a transaction that does not require such registration or qualification. If a Transfer is made without registration under the Securities Act (other than in connection with the initial issuance thereof by the Issuer), then the Note Registrar, the Indenture Trustee, Administrator, on behalf of the Issuer, shall refuse to register such Transfer unless the Note Registrar receives either:

(i) the Regulation S Note Transfer Certificate or Rule 144A Note Transfer Certificate and such other information as may be required pursuant to this Section 6.5 ; or

(ii) if the Transfer is to be made to an Issuer Affiliate in a transaction that is exempt from registration under the Securities Act, an Opinion of Counsel reasonably satisfactory to the

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Issuer and the Note Registrar to the effect that such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Estate or of the Issuer, the Indenture Trustee or the Note Registrar in their respective capacities as such).

None of the Administrator, the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify the Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note without registration or qualification. Any Noteholder of a Note desiring to effect such a Transfer shall, and upon acquisition of such a Note shall be deemed to have agreed to, indemnify the Indenture Trustee, the Note Registrar, the Administrator, the Servicer and the Issuer against any liability that may result if the Transfer is not so exempt or is not made in accordance with the Securities Act and applicable state securities laws.

In connection with any Transfer of Notes in reliance on Rule 144A, the Administrator shall furnish upon request of a Noteholder to such Noteholder and any prospective purchaser designated by such Noteholder the information required to be delivered under paragraph (d)(4) of Rule 144A.

In the event that a Note is transferred to a Person that does not meet the requirements of this Section 6.5 or the requirements of the related Indenture Supplement, such transfer will be of no force and effect, will be void ab initio , and will not operate to transfer any right to such Person, notwithstanding any instructions to the contrary to the Issuer, the Indenture Trustee or any intermediary; and the Indenture Trustee shall not make any payment on such Note for as long as such Person is the Noteholder of such Note and the Indenture Trustee shall have the right to compel such Person to transfer such Note to a Person who does meet the requirements of this Section 6.5 .

(i) Transfers of Ownership Interests in Global Notes . Transfers of beneficial interests in a Global Note representing Book-Entry Notes may be made only in accordance with the rules and regulations of the Depository (and, in the case of a Regulation S Global Note, prior to the end of the Distribution Compliance Period, only to beneficial owners who are not “U.S. persons” (as such term is defined in Regulation S) in accordance with the rules and regulations of Euroclear or Clearstream) and the transfer restrictions contained in the legend on such Global Note and exchanges or transfers of interests in a Global Note may be made only in accordance with the following:

(i) General Rules Regarding Transfers of Global Notes. Subject to clauses (ii) through (vi) of this Section 6.5(i) , Transfers of a Global Note representing Book-Entry Notes shall be limited to Transfers of such Global Note in whole, but not in part, to nominees of the Depository or to a successor of the Depository or such successor’s nominee.

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exchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Note, (B) a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account to be credited with such increase and (C) a certificate (each, a “ Regulation S Note Transfer Certificate ”) in the form of Exhibit B-2 hereto given by the Note Owner or its transferee stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner or its transferee is not a “U.S. person” (as such term is defined in Regulation S) and the transfer is made pursuant to and in accordance with Regulation S, then the Indenture Trustee and the Note Registrar, shall reduce the principal amount of the Rule 144A Global Note for the related Series and/or Class and increase the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be exchanged, and shall instruct Euroclear or Clearstream, as applicable, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Rule 144A Global Note for the related Series and/or Class.

(iii) Regulation S Global Note to Rule 144A Global Note. If an owner of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to transfer its interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in a Rule 144A Global Note for such Series and/or Class, such owner’s transferee may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Note for such Series and/or Class. Upon the receipt by the Indenture Trustee and the Note Registrar, of (A) instructions from the Depository directing the Indenture Trustee and the Note Registrar, to cause to be credited a beneficial interest in a Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note to be exchanged but not less than the minimum denomination applicable to such owner’s Notes held through a Rule 144A Global Note, to be exchanged, such instructions to contain information regarding the participant account with the Depository to be credited with such increase, and (B) a certificate (each, a “ Rule 144A Note Transfer Certificate ”) in the form of Exhibit B-1 hereto given by the transferee of such beneficial interest, then the Indenture Trustee will reduce the principal amount of the Regulation S Global Note and increase the principal amount of the Rule 144A Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the Regulation S Global Note for the related Series and/or Class to be transferred and the Indenture Trustee and the Note Registrar, shall instruct the Depository, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note for the related Series and/or Class.

(iv) Transfers of Interests in Rule 144A Global Note. An owner of a beneficial interest in a Rule 144A Global Note may transfer such interest in the form of a beneficial interest in such Rule 144A Global Note in accordance with the procedures of the Depository without the provision of written certification.

(v) Transfers of Interests in Regulation S Global Note. An owner of a beneficial interest in a Regulation S Global Note may transfer such interest in the form of a beneficial interest in such

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Regulation S Global Note in accordance with the applicable procedures of Euroclear and Clearstream without the provision of written certification.

(vi) Regulation S Global Note to Regulation S Definitive Note. Subject to Section 5.4(c) hereof, an owner of a beneficial interest in a Regulation S Global Note for the related Series and/or Class deposited with or on behalf of a Depository may at any time transfer such interest for a Regulation S Definitive Note upon provision to the Indenture Trustee, the Issuer and the Note Registrar of a Regulation S Note Transfer Certificate.

(vii) Rule 144A Global Note to Rule 144A Definitive Note. Subject to Section 5.4(c) hereof, an owner of a beneficial interest in a Rule 144A Global Note deposited with or on behalf of a Depository may at any time transfer such interest for a Rule 144A Definitive Note, upon provision to the Indenture Trustee, the Issuer and the Note Registrar of a Rule 144A Note Transfer Certificate.

(j) Transfers of Definitive Notes . In the event of any Transfer of a Regulation S Definitive Note, a Regulation S Note Transfer Certificate shall be provided prior to the Indenture Trustee’s or Note Registrar’s registration of such Transfer. In the event of any Transfer of a Rule 144A Definitive Note, a Rule 144A Note Transfer Certificate shall be provided prior to the Indenture Trustee’s or Note Registrar’s registration of such Transfer.

(k) ERISA Restrictions . Neither the Note Registrar nor the Indenture Trustee shall register the Transfer of any Definitive Notes (other than a Specified Note, unless otherwise provided in the related Indenture Supplement) unless the prospective transferee has delivered to the Indenture Trustee and the Note Registrar a certification to the effect that either (i) it is not, and is not acquiring, holding or transferring the Notes, or any interest therein, on behalf of, or using assets of, an “employee benefit plan” as defined in Section 3(3) of ERISA, a plan described in section 4975(e)(1) of the Code, an entity which is deemed to hold the assets of any such employee benefit plan or plan pursuant to 29 C.F.R. Section 2510.3-101 as modified by Section 3(42) of ERISA (the “ Plan Asset Regulations ”), which employee benefit plan, plan or entity is subject to Title I of ERISA or section 4975 of the Code, or a governmental, non-U.S. or church plan which is subject to any U.S. federal, state, local or other law that is substantially similar to Title I of ERISA or section 4975 of the Code (“ Similar Law ”) (collectively, an “ Employee Benefit Plan ”), or (ii) (A) as of the date of transfer or purchase, the Notes are rated at least investment grade, it believes that such Notes are properly treated as indebtedness without substantial equity features for purposes of the Plan Asset Regulations and agrees to so treat such Notes and (B) the Transferee’s acquisition, holding and disposition of the Notes or any interest therein will satisfy the requirements of Prohibited Transaction Class Exemption (“ PTCE ”) 84-14 (relating to transactions effected by a qualified professional asset manager), PTCE 90-1 (relating to investments by insurance company pooled separate accounts), PTCE 91-38 (relating to investments in bank collective investment funds), PTCE 95-60 (relating to transactions involving insurance company general accounts), PTCE 96-23 (relating to transactions directed by an in-house professional asset manager) or the statutory prohibited transaction exemption for service providers set forth in Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code or a similar class or statutory exemption and will not result in a non-exempt prohibited transaction under Section 406 of ERISA or section 4975 of the Code (or, in the case of a governmental, non-U.S. or church plan subject to such Similar Law, will not violate any such Similar Law). In the case of any Book-Entry Note or any interest therein, each transferee of such Note or any interest therein by virtue of its acquisition of such Note will be deemed to represent either (i) or (ii) above. Neither the Note Registrar nor the Indenture Trustee shall register the transfer of any Specified Note unless the prospective transferee has delivered to the Indenture Trustee and the Note Registrar a certification to the effect that it is not, and is not acquiring, holding or transferring the Notes or any interest therein on behalf of, or with assets of, an Employee Benefit Plan.

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(l) Each prospective owner of a beneficial interest in a Specified Note shall, upon accepting a beneficial interest in the Specified Note, be deemed to make all of the certifications, representations and warranties set forth in the Transferee Certification attached hereto as Exhibit D (in the case of the Class 1 Specified Notes) or Exhibit E (in the case of the Class 2 Specified Notes), as the case may be.

(m) Tax Representation on Class 1 Specified Notes . Notwithstanding anything to the contrary herein, no transfer of a beneficial interest in a Class 1 Specified Note shall be effective, and any attempted transfer shall be void ab initio, unless, prior to and as a condition of such transfer, the prospective transferee of the beneficial interest (including the initial transferee of the beneficial interest) and any subsequent transferee of the beneficial interest in a Class 1 Specified Note, represent and warrant, in writing, substantially in the form of the Transferee Certification set forth in Exhibit D , to the Indenture Trustee and the Note Registrar and any of their respective successors or assigns that:

(i) Either (a) it is not and will not become for U.S. federal income tax purposes a partnership, Subchapter S corporation or grantor trust (each such entity a “flow-through entity”) or (b) if it is or becomes a flow-through entity, then (I) none of the direct or indirect beneficial owners of any of the interests in such flow-through entity has or ever will have more than 50% of the value of its interest in such flow-through entity attributable to the beneficial interest of such flow-through entity in the Notes, other interest (direct or indirect) in the Issuer, or any interest created under this Indenture and (II) it is not and will not be a principal purpose of the arrangement involving the flow-through entity’s beneficial interest in any Class 1 Specified Note to permit any partnership to satisfy the 100-partner limitation of Section 1.7704-1(h)(1)(ii) of the Treasury Regulations necessary for such partnership not to be classified as a publicly traded partnership under the Internal Revenue Code.

(ii) It is not acquiring any beneficial interest in the Class 1 Specified Note and it will not sell, transfer, assign, participate, or otherwise dispose of any beneficial interest in the Class 1 Specified Note, and it will not cause any beneficial interest in the Class 1 Specified Note to be marketed, in each case on or through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” each within the meaning of Section 7704(b) of the Internal Revenue Code, including, without limitation, an interdealer quotation system that regularly disseminates firm buy or sell quotations.

(iii) Its beneficial interest in the Class 1 Specified Notes is not and will not be in an amount that is less than the minimum denomination for the Class 1 Specified Notes set forth in this Indenture, and it does not and will not hold any beneficial interest in the Class 1 Specified Note on behalf of any Person whose beneficial interest in the Class 1 Specified Note is in an amount that is less than the minimum denomination for the Class 1 Specified Notes set forth in this Indenture. It will not sell, transfer, assign, participate, or otherwise dispose of any beneficial interest in the Class 1 Specified Note, or enter into any financial instrument or contract the value of which is determined by reference in whole or in part to any Class 1 Specified Note, in each case if the effect of doing so would be that the beneficial interest of any Person in the Class 1 Specified Note would be in an amount that is less than the minimum denomination for the Class 1 Specified Notes set forth in this Indenture.

(iv) It will not transfer any beneficial interest in the Class 1 Specified Note (directly, through a participation thereof or otherwise) unless, prior to the transfer, the transferee shall have executed and delivered to the Indenture Trustee and the Note Registrar, and any of their respective

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successors or assigns, a Transferee Certification substantially in the form of Exhibit D of this Indenture.

(v) It will not use any Class 1 Specified Note as collateral for the issuance of any securities that could cause the Trust to become subject to taxation as a taxable mortgage pool taxable as a corporation, publicly traded partnership taxable as a corporation or association taxable as a corporation, each for U.S. federal income tax purposes, provided that it may engage in any repurchase transaction (repo) the subject matter of which is the Class 1 Specified Note provided the terms of such repurchase transaction are generally consistent with prevailing market practice,

(vi) It will not take any action and will not allow any other action that could cause the Trust to become taxable as a corporation for U.S. federal income tax purposes.

(n) Tax Representation on Class 2 Specified Notes . Notwithstanding anything to the contrary herein, no transfer of a beneficial interest in a Class 2 Specified Note shall be effective, and any attempted transfer shall be void ab initio, unless, prior to and as a condition of such transfer, the prospective transferee of the beneficial interest (including the initial transferee of the beneficial interest) and any subsequent transferee of the beneficial interest in a Class 2 Specified Note, represent and warrant, in writing, substantially in the form of the Transferee Certification set forth in Exhibit E , to the Indenture Trustee and the Note Registrar and any of their respective successors or assigns that:

(i) Either (a) it is not and will not become for U.S. federal income tax purposes a partnership, Subchapter S corporation or grantor trust (each such entity a “flow-through entity”) or (b) if it is or becomes a flow-through entity, then (I) none of the direct or indirect beneficial owners of any of the interests in such flow-through entity has or ever will have more than 50% of the value of its interest in such flow-through entity attributable to the beneficial interest of such flow-through entity in the Notes, other interest (direct or indirect) in the Issuer, or any interest created under this Indenture and (II) it is not and will not be a principal purpose of the arrangement involving the flow-through entity’s beneficial interest in any Class 2 Specified Note to permit any partnership to satisfy the 100-partner limitation of Section 1.7704-1(h)(1)(ii) of the Treasury Regulations necessary for such partnership not to be classified as a publicly traded partnership under the Internal Revenue Code.

(ii) It is not acquiring any beneficial interest in the Class 2 Specified Note and it will not sell, transfer, assign, participate, or otherwise dispose of any beneficial interest in the Class 2 Specified Note, and it will not cause any beneficial interest in the Class 2 Specified Note to be marketed, in each case on or through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” each within the meaning of Section 7704(b) of the Internal Revenue Code, including, without limitation, an interdealer quotation system that regularly disseminates firm buy or sell quotations.

(iii) Its beneficial interest in the Class 2 Specified Notes is not and will not be in an amount that is less than the minimum denomination for the Class 2 Specified Notes set forth in this Indenture, and it does not and will not hold any beneficial interest in the Class 2 Specified Note on behalf of any Person whose beneficial interest in the Class 2 Specified Note is in an amount that is less than the minimum denomination for the Class 2 Specified Notes set forth in this Indenture. It will not sell, transfer, assign, participate, or otherwise dispose of any beneficial interest in the Class 2 Specified Note, or enter into any financial instrument or contract the value of which is determined by reference in whole or in part to any Class 2 Specified Note, in each case if the effect of doing so

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would be that the beneficial interest of any Person in the Class 2 Specified Note would be in an amount that is less than the minimum denomination for the Class 2 Specified Notes set forth in this Indenture.

(iv) It will not transfer any beneficial interest in the Class 2 Specified Note (directly, through a participation thereof or otherwise) unless, prior to the transfer, the transferee shall have executed and delivered to the Indenture Trustee and the Note Registrar, and any of their respective successors or assigns, a Transferee Certification substantially in the form of Exhibit E of this Indenture.

(v) It will not use any Class 2 Specified Note as collateral for the issuance of any securities that could cause the Trust to become subject to taxation as a taxable mortgage pool taxable as a corporation, publicly traded partnership taxable as a corporation or association taxable as a corporation, each for U.S. federal income tax purposes, provided that it may engage in any repurchase transaction (repo) the subject matter of which is the Class 2 Specified Note provided the terms of such repurchase transaction are generally consistent with prevailing market practice.

(vi) It will not take any action and will not allow any other action that could cause the Trust to become taxable as a corporation for U.S. federal income tax purposes.

(vii) It is a “United States person,” as defined in Section 7701(a)(30) of the Internal Revenue Code and will not transfer to, or cause such Class 2 Specified Note to be transferred to, any person other than a “United States person,” as defined in Section 7701(a)(30) of the Internal Revenue Code.

(o) No Liability of Indenture Trustee for Transfers . To the extent permitted under applicable law, the Indenture Trustee (in any of its capacities) shall be under no liability to any Person for any registration of transfer of any Note that is in fact not permitted by this Section 6.5 or for making any payments due to the Noteholder thereof or taking any other action with respect to such Noteholder under the provisions of this Indenture so long as the transfer was registered by the Indenture Trustee and the Note Registrar in accordance with the requirements of this Indenture.


Section 6.6.	Mutilated, Destroyed, Lost and Stolen Notes.

(a) If (1) any mutilated Note is surrendered to the Indenture Trustee or the Note Registrar, or the Issuer, the Note Registrar or the Indenture Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and (2) there is delivered to the Issuer, the Note Registrar or the Indenture Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a protected purchaser, the Issuer may execute, and, upon receipt of the documents required by Section 6.3 , together with an Issuer’s Certificate, the Indenture Trustee will authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a new Note of like tenor, Series or Class, Stated Maturity Date and Initial Note Balance, bearing a number not contemporaneously Outstanding.

(b) In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Note, pay such Note on a Payment Date in accordance with Section 4.5 .

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(c) Upon the issuance of any new Note under this Section 6.6, the Issuer, the Indenture Trustee, or the Note Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Indenture Trustee) connected therewith.

(d) Every new Note issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Note will constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note will be at any time enforceable by anyone, and will be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Series or Class duly issued hereunder.

(e) The provisions of this Section are exclusive and will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.


Section 6.7.	Payment of Interest; Interest Rights Preserved; Withholding Taxes.

(a) Unless otherwise provided with respect to such Note pursuant to Section 6.1 , interest payable on any Note will be paid to the Person in whose name that Note (or one or more Predecessor Notes) is registered at the close of business on the most recent Record Date.

(b) Subject to Section 6.7(a) , each Note delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Note will carry the rights to interest and fees accrued or principal accreted and unpaid, and to accrue or accrete, which were carried by such other Note.

(c) The right of any Noteholder to receive interest and fees on or principal of any Note shall be subject to any applicable withholding or deduction imposed pursuant to the Code or other applicable tax law, including foreign withholding and deduction. Any amounts properly so withheld or deducted shall be treated as actually paid to the appropriate Noteholder. Notwithstanding any other provisions of this Indenture, the Indenture Trustee shall comply with all federal and state withholding requirements with respect to payments to Noteholders of interest, original issue discount, principal or other amounts that the Indenture Trustee reasonably believes are applicable under the Code. The consent of Noteholders shall not be required for any such withholding. In addition, in order to receive payments on its Notes free of U.S. federal withholding and backup withholding tax, each Noteholder shall timely furnish the Indenture Trustee on behalf of the Issuer, (1) any applicable IRS Form W-9, W-8BEN, W-8BEN-E, W-8ECI or W-8IMY (with any applicable attachments) and (2) any documentation that is required under Sections 1471 through 1474 of the Code to enable the Issuer, the Indenture Trustee and any other agent of the Issuer to determine their duties and liabilities with respect to any taxes they may be required to withhold in respect of such Note or the Noteholder of such Note or beneficial interest therein, in each case, prior to the first Payment Date after such Noteholder’s acquisition of Notes and at such time or times required by law or that the Indenture Trustee on behalf of the Issuer or their respective agents may reasonably request, and shall update or replace such IRS form or documentation in accordance with its terms or its subsequent amendments. Each Noteholder will provide the applicable replacement IRS form or documentation every three (3) years (or sooner if there is a transfer to a new Noteholder or if required by applicable law). In each case above, the applicable IRS form or documentation shall be properly completed and signed under penalty of perjury. The Issuer agrees to provide, or cause to be provided, to the Indenture Trustee at such times as may be reasonably requested by the Indenture Trustee such information with respect to this Indenture and the Notes as will permit the Indenture Trustee to meet any required information collection and tax reporting obligations, including any cost basis reporting obligations.

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Section 6.8.	Persons Deemed Owners.

The Issuer, the Indenture Trustee, the Note Registrar and any agent of the Issuer, the Indenture Trustee or the Note Registrar may treat the Person in whose name the Note is registered in the Note Registrar as the owner of such Note for the purpose of receiving payment of principal of and (subject to Section 6.7 ) interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and neither the Issuer, the Indenture Trustee, the Note Registrar, nor any agent of the Issuer, the Indenture Trustee, or the Note Registrar will be affected by notice to the contrary.


Section 6.9.	Cancellation.

All Notes surrendered for payment, redemption, transfer, conversion or exchange will, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and, if not already canceled, will be promptly canceled by it. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered will be promptly canceled by the Indenture Trustee. No Note will be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section 6.9, except as expressly permitted by this Indenture. The Indenture Trustee will dispose of all canceled Notes in accordance with its customary procedures.


Section 6.10.	New Issuances of Notes.

(a) Issuance of New Notes . The Issuer may, from time to time, direct the Indenture Trustee, on behalf of the Issuer, to issue new Notes of any Series or Class, so long as the conditions precedent set forth in Section 6.10(b) are satisfied if, at the time of issuance, other Notes have already been issued and remain Outstanding. On or before the Issuance Date of new Notes of any Series or Class of Notes, the Issuer shall execute and deliver the required Indenture Supplement which shall incorporate the principal terms with respect to such additional Series or Class of Notes. The Indenture Trustee shall execute the Indenture Supplement without the consent of any Noteholders, the Issuer shall execute the Notes of such Series or Class and the Notes of such Series or Class shall be delivered to the Indenture Trustee (along with the other deliverables required hereunder) for authentication and delivery.

(b) Conditions to Issuance of New Notes . The issuance of the Notes of any Series or Class after the Closing Date pursuant to this Section 6.10 (excluding, for the avoidance of doubt, the Series 2018-VF1 Notes) shall be subject to the satisfaction of the following conditions:

(i) no later than two (2) Business Days before the date that the new issuance is to occur, the Issuer delivers to the Indenture Trustee, each VFN Noteholder, each Derivative Counterparty and each Note Rating Agency that has rated any Outstanding Note that will remain Outstanding after the new issuance, notice of such new issuance;

(ii) on or prior to the date that the new issuance is to occur, the Issuer delivers to the Indenture Trustee and each Note Rating Agency that has rated any Outstanding Note that will remain Outstanding after the new issuance, an Issuer Certificate to the effect that the Issuer reasonably believes that the new issuance will not cause a material Adverse Effect on any Outstanding Notes or a Secured Party, and an Issuer Tax Opinion with respect to such proposed issuance, and an Opinion of Counsel:

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(A) to the effect that all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes;

(B) to the effect that the form and terms of such Notes have been established in conformity with the provisions of this Indenture;

(C) to the effect that all conditions precedent set forth in this Indenture to the issuance of such Notes have been met; and

(D) covering such other matters as the Indenture Trustee may reasonably request;

(iii) on or prior to the date that the new issuance is to occur, the Issuer will have delivered to the Indenture Trustee and each Note Rating Agency that is at that time rating Outstanding Notes that will remain Outstanding after the new issuance, an Opinion of Counsel to the effect that the Issuer has the requisite power and authority to issue such Notes and such Notes have been duly authorized and delivered by the Issuer and, assuming due authentication and delivery by the Indenture Trustee, constitute legal, valid and binding obligations of the Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and are entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series or Class subject to the terms of this Indenture and each Indenture Supplement;

(iv) if any additional conditions to the new issuance are specified in writing to the Issuer by a Note Rating Agency that is at that time rating any Outstanding Note that will remain Outstanding after the new issuance, the Issuer satisfies such conditions;

(v) either (1) the Issuer obtains written confirmation from each Note Rating Agency that is at that time rating any Outstanding Note at the request of the Issuer that will remain Outstanding after the new issuance that the new issuance will not have a Ratings Effect on any Outstanding Notes that are rated by such Note Rating Agency at the request of the Issuer or (2) if the Administrator and the Administrative Agent determine in their reasonable judgment that an applicable Note Rating Agency no longer provides such written confirmation described in the foregoing clause (1), (a) the Administrator shall provide prior written notice of such new issuance to the related Note Rating Agency and (b) each of the parties that would be Administrative Agent after giving effect to the new issuance shall have provided their prior written consent to such new issuance which may be given in reliance in part on the Issuer’s Certificate delivered pursuant to Section 6.10(b)(ii) above;

(vi) an Event of Default shall not have occurred and shall not have been unwaived in accordance with the terms hereof, as evidenced by an Issuer’s Certificate, unless (a) the proceeds of such new Notes are applied in whole or in part to redeem all other Outstanding Notes and/or (b) the Noteholders of any Notes that will remain Outstanding consent to such issuance of new Notes;

(vii) on or prior to the date that the new issuance is to occur, the Issuer will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuer Certificate;

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(viii) any Class of VFN must have the same Stated Maturity Date, Expected Repayment Date and the same method of calculation of its Target Amortization Amount as any and all other Outstanding Classes of VFNs;

(ix) for any new Series with respect to which there is a new Administrative Agent not currently set forth under the terms of the definition of “Administrative Agent,” the Administrative Agent shall have consented to the issuance of such Series, unless the Notes in respect of which the existing Administrative Agent’s consent is required, are paid in full and all related commitments terminated in writing by the Issuer and any remaining accrued commitment fees paid in full to such terminated Administrative Agent, in connection with the issuance of the new Series with the different Administrative Agent; and

(x) any other conditions specified in the applicable Indenture Supplement; provided , however , that any one of the aforementioned conditions may be eliminated (other than clause (v) and the requirement for an Issuer Tax Opinion) or modified as a condition precedent to any new issuance of a Series or Class of Notes if the Issuer has obtained approval from each Note Rating Agency that is at that time rating any Outstanding Notes that will remain Outstanding after the new issuance.

(c) No Notice or Consent Required to or from Existing Noteholders and Owners . Except as provided in Section 6.10(b) above, the Issuer and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder or Note Owner of Notes of any Outstanding Series or Class to issue any additional Notes of any Series or Class.

(d) Other Provisions . There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Series or Class within a Series, of Notes, so long as the conditions described in Section 6.10(b) are met or waived. If the additional Notes are in a Series or Class of Notes that has the benefit of a Derivative Agreement, the Issuer will enter into a Derivative Agreement for the benefit of the additional Notes (which the Issuer may enter into prior to the issuance of such notes at the time of the “pricing” of such Notes or any other Notes to be issued at or about the same time). In addition, if the additional Notes are a Series or Class of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Liquidity Facility, the Issuer will enter into a Supplemental Credit Enhancement Agreement or Liquidity Facility, as applicable, for the benefit of the additional Notes.

(e) Sale Proceeds . The proceeds of sale of any new Series of Notes shall be wired to the Collection and Funding Account, and the Indenture Trustee shall disburse such sale proceeds at the direction of the Administrator on behalf of the Issuer, except to the extent such funds are needed to satisfy the Collateral Test. The Administrator on behalf of the Issuer may direct the Issuer to apply such proceeds to reduce pro rata based on Invested Amounts, the VFN Principal Balance of any Classes of Variable Funding Notes, or to redeem any Series of Notes in accordance with Section 13.1. In the absence of any such direction, the proceeds of such sale shall be distributed to the Depositor or at the Depositor’s direction on the Issuance Date for the newly issued Notes. The Administrator shall deliver to the Indenture Trustee a report demonstrating that the release of sale proceeds pursuant to the Issuer’s direction will not cause a failure of the Collateral Test, as a precondition to the Indenture Trustee releasing such proceeds.

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Notes, and/or the increase or decrease of any Advance Rates and/or the increase or decrease of interest rates in respect thereof shall not constitute an issuance of “new Notes” for purposes of this Section 6.10 .

Article VII

Satisfaction and Discharge; Cancellation of Notes Held by the Issuer or Depositor or Receivables Seller


Section 7.1.	Satisfaction and Discharge of Indenture.

This Indenture will cease to be of further effect with respect to any Series or Class of Notes (except as to any surviving rights of transfer or exchange of Notes of that Series or Class expressly provided for herein or in the form of Note for that Series or Class), and the Indenture Trustee, on demand of and at the expense of the Issuer, will execute proper instruments acknowledging satisfaction and discharge of this Indenture, when:

(a) all Notes of that Series or Class theretofore authenticated and delivered (other than (i) Notes of that Series or Class which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 6.6 , and (ii) Notes of that Series or Class for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from that trust) have been delivered to the Indenture Trustee canceled or for cancellation or have been redeemed in accordance with Article XIII hereof or the applicable Indenture Supplement (in which case, such redeemed Notes shall be deemed to have been canceled notwithstanding any failure to deliver such Notes);

(b) with respect to the discharge of this Indenture for each Series or Class the Issuer has paid or caused to be paid all sums payable hereunder (including without limitation (i) payments to the Indenture Trustee (in all its capacities) and Wells Fargo Bank, N.A. (in all its capacities) pursuant to Section 11.7 with respect to the Notes or in respect of Fees, (ii) any distribution of final payment to the Holders of Definitive Notes upon presentment and surrender of such Definitive Notes at the Corporate Trust Office of the Indenture Trustee, and (iii) any and all amounts payable to each Derivative Counterparty in accordance with the terms of the related Derivative Agreement and any and all other amounts due and payable pursuant to this Indenture (including any payments to Wells Fargo Bank, N.A. (in any of its capacities); and

(c) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Notes of that Series or Class have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series or Class of Notes, the obligations of the Administrator to the Indenture Trustee with respect to any Series or Class of Notes under Section 11.7 and of the Issuer to the Securities Intermediary under Section 4.9 , and the obligations and rights of the Indenture Trustee under Section 7.2 and Section 11.3 , respectively, will survive such satisfaction and discharge.


Section 7.2.	Application of Trust Money.

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deposited and this Indenture and the related Indenture Supplement, to the payment to the Persons entitled thereto, of the principal and interest for whose payment that money and obligations have been deposited with or received by the Indenture Trustee or the Paying Agent.


Section 7.3.	Cancellation of Notes Held by the Issuer, the Depositor or the Receivables Seller.

If the Issuer, the Receivables Seller, the Depositor or any of their respective Affiliates holds any Notes, that Noteholder may, subject to any provision of a related Indenture Supplement limiting the repayment of such Notes by notice from that Noteholder to the Indenture Trustee, cause the Notes to be repaid and canceled, whereupon the Notes will no longer be Outstanding.

Article VIII

Events of Default and Remedies


Section 8.1.	Events of Default.

“ Event of Default ” means, any one of the following events (whatever the reason for such Event of Default and whether it is voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a) unless otherwise specified in any Indenture Supplement with respect to any Class, default (which default continues for a period of two (2) Business Days following written or electronic notice from the Indenture Trustee or the Administrative Agent) in the payment (i) of any principal ((including without limitation the full aggregate amount of any Target Amortization Amounts due on such Payment Date) or the full aggregate amount of any Target Amortization Amount due on any other date), interest or any Fee (but not including any Default Supplemental Fees or ERD Supplemental Fees), due and owing on any Payment Date or (ii) in full of all accrued and unpaid interest and the outstanding Note Balance of the Notes of any Series or Class on or before the applicable Stated Maturity Date, but not including any Default Supplemental Fees or ERD Supplemental Fees;

(b) the Servicer shall fail to comply with the deposit and remittance requirements set forth in any Designated Servicing Agreement (subject to any cure period provided therein) or Section 4.2(a) (and such failure under Section 4.2(a) continues unremedied for a period of two (2) Business Days after a Responsible Officer of the Servicer obtains actual knowledge of such failure or receives written notice from the Indenture Trustee or any VFN Noteholder or the Administrative Agent of such failure);

(c) any failure of the Receivables Seller to pay the related Indemnity Payment in accordance with the Receivables Sale Agreement which continues unremedied for a period of ten (10) days after the earlier to occur of (x) actual discovery by a Responsible Officer of the Receivables Seller or (y) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Receivables Seller, the Administrator, the Servicer or the Depositor, respectively;

(d) the occurrence of an Insolvency Event as to the Issuer, the Administrator, the Receivables Seller, the Servicer or the Depositor;

(e) the Issuer or the Trust Estate shall have become subject to registration as an “investment company” within the meaning of the Investment Company Act as determined by a court of competent jurisdiction in a final and non-appealable order;

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(f) the Depositor sells, transfers, pledges or otherwise disposes of the Owner Trust Certificate (except to a wholly owned subsidiary of the Limited Guarantor), whether voluntarily or by operation of law, foreclosure or other enforcement by a Person of its remedies against the Receivables Seller, the Servicer or the Depositor, except with the consent of the Administrative Agent;

(g) (i) any material provision of any Transaction Document shall at any time for any reason (other than pursuant to the express terms thereof) cease to be valid and binding on or enforceable against the Issuer, the Depositor, the Administrator, the Receivables Seller or any of their respective Affiliates intended to be a party thereto, (ii) the validity or enforceability of any Transaction Document shall be contested by the Issuer, the Depositor, the Administrator, the Receivables Seller or any of their respective Affiliates, (iii) a proceeding shall be commenced by the Issuer, the Depositor, the Administrator, the Receivables Seller or any of their respective Affiliates or any governmental body having jurisdiction over the Issuer, the Depositor, the Administrator, the Receivables Seller or any of their respective Affiliates, seeking to establish the invalidity or unenforceability of any Transaction Document, or (iv) the Issuer, the Depositor, the Administrator, the Receivables Seller or any of their respective Affiliates shall deny in writing that it has any liability or obligation purported to be created under any Transaction Document;

(h) the Administrator or any Affiliate thereof has taken any action, or failed to take any action, the omission of which could reasonably be expected to impair the interests of the Issuer in the Receivables or the security interest or rights of the Indenture Trustee in the Trust Estate, or to cause or permit the transactions contemplated by the Receivables Sale Agreement to be characterized as a financing rather than a true sale for purposes of bankruptcy or similar laws; provided , however, that if the event is capable of being cured in all respects by corrective action and has not resulted in a material adverse effect on the Noteholders’ interests in the Trust Estate, such event shall not become an Event of Default unless it remains uncured for two (2) Business Days following its occurrence;

(i) (A) any United States federal income tax is imposed on the Issuer as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes or any U.S. withholding tax is imposed on payments with respect to the Receivables or (B) a tax, ERISA, or other government lien, in any case, other than Permitted Liens, is imposed on the Receivables or any property of the Issuer or the Depositor;

(j) failure of the Collateral Test as of (i) any Funding Date or Payment Date (in any case after giving effect to all payments and fundings described in the reports delivered in respect of the related Determination Date are paid and funded), (ii) any date on which Additional Notes are issued or (iii) any date on which a Designated Servicing Agreement or Designated Pool is removed from the Trust Estate; provided , however , that if such failure results solely (i) from Receivables no longer being Facility Eligible Receivables because of an Unmatured Default or a threatened termination, such failure shall become an Event of Default only if such failure continues unremedied for a period of thirty (30) days following the Servicer’s Responsible Officer’s receipt of such notice of or obtaining such actual knowledge; (ii) from a reduction in aggregate Collateral Value as a result of the Weighted Average Advance Rate for such Series or Class being higher than the Trigger Advance Rate for such Series or Class, such failure shall become an Event of Default only if such failure continues unremedied for a period of five (5) days or (iii) from an Other Advance Rate Reduction Event, such failure shall become an Event of Default only if such failure continues unremedied for a number of days greater than or equal to the Other Advance Rate Reduction Event Cure Period following the occurrence of such Other Advance Rate Reduction Event;

(k) the Receivables Seller fails to sell and/or contribute all Additional Receivables related to the Designated Pools by the first Funding Date on or after the date that is thirty (30) days after the date upon

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which such Receivable was created and the Receivables Seller has actual knowledge of such failure, except with respect to Receivables created under a Designated Pool after a Consent Withdrawal Date with respect to such Designated Pool shall have occurred;

(l) the sale and/or contribution by the Servicer of Receivables of any Pool to any Person other than the Issuer other than pursuant to the terms and provisions of the Transaction Documents; or

(m) the Receivables Seller’s status as an approved seller or the Servicer’s status as an approved servicer of residential mortgages is terminated by either Fannie Mae or Freddie Mac; provided, however, that if the Receivables Seller or the Servicer no longer sells or services mortgage loans, as the case may be, under the Fannie Mae or Freddie Mac loan programs, the Receivables Seller or the Servicer, as applicable, is not required to maintain its status as an approved seller or approved servicer, respectively, of residential mortgage loans by Fannie Mae or Freddie Mac, as the case may be.

Upon the occurrence of any such event none of the Administrator, the Servicer nor the Depositor shall be relieved from performing its obligations in a timely manner in accordance with the terms of this Indenture, and each of the Administrator, the Servicer and the Depositor shall provide the Indenture Trustee, each Note Rating Agency for each Note then Outstanding, any Derivative Counterparty and the Noteholders prompt notice of such failure or delay by it, together with a description of its effort to perform its obligations. Each of the Administrator, the Servicer and the Depositor shall notify the Indenture Trustee in writing of any Event of Default or an event which with notice, the passage of time or both would become an Event of Default that it discovers, immediately upon such discovery. For purposes of this Section 8.1 , the Indenture Trustee shall not be deemed to have knowledge of an Event of Default unless a Responsible Officer of the Indenture Trustee assigned to and working in the Corporate Trust Office has actual knowledge thereof or unless written notice of any event which is in fact such an Event of Default is received by the Indenture Trustee and such notice references the Notes, the Trust Estate or this Indenture. The Indenture Trustee shall provide notice of defaults in accordance with Section 11.2 .

Any determination pursuant to this Section 8.1 as to whether any event would have a material adverse effect on the rights or interests of the Noteholders shall be made without regard to any Derivative Agreement, Supplemental Credit Enhancement Agreement or Liquidity Facility.

If, on any date, an Event of Default will occur on such date due to the failure to make a Target Amortization Payment that is due and payable on such date because of insufficient Available Funds therefor, (i) any allocation of payments on such date shall not be applied in accordance with Section 4.5(a)(1) hereof and shall instead be applied in accordance with Section 4.5(a)(2) and (ii) an Event of Default shall be deemed to have occurred pursuant to Section 8.1(a) on such date.


Section 8.2.	Acceleration of Maturity; Rescission and Annulment.

(a) If an Event of Default of the kind specified in clause (d) or (e) of Section 8.1 occurs, the unpaid principal amount of all of the Notes shall automatically become immediately due and payable without notice, presentment or demand of any kind. If any other Event of Default occurs and is continuing, then and in each and every such case, the Indenture Trustee, at the written direction of either 100% of the VFN Noteholders or the Majority Noteholders of all Outstanding Notes, by notice in writing to the Issuer (and to the Indenture Trustee if given by the Noteholders), may declare the Note Balance of all the Outstanding Notes and all interest and principal accrued and unpaid (if any) thereon and all other amounts due and payable under any Transaction Document to be due and payable immediately, and upon any such declaration each Note will become and will be immediately due and payable, and the Revolving Period with respect to all

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Series or Classes of Notes shall immediately terminate, anything in this Indenture, the related Indenture Supplement(s) or in the Notes to the contrary notwithstanding. Such payments are subject to the allocation, deposits and payment sections of this Indenture and of the related Indenture Supplement(s).

(b) [Reserved].

(c) At any time after such a declaration of acceleration has been made or an automatic acceleration has occurred with respect to the Notes of any Series or Class and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereafter provided in this Article VIII , the Majority Noteholders of all Outstanding Notes, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

(i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay (A) all overdue installments of interest on such Notes, (B) the principal of such Notes which has become due otherwise than by such declaration of acceleration, and interest thereon at the rate or rates prescribed therefor by the terms of such Notes, to the extent that payment of such interest is lawful, (C) interest upon overdue installments of interest at the rate or rates prescribed therefore by the terms of such Notes to the extent that payment of such interest is lawful, (D) all sums paid by the Indenture Trustee hereunder and the reasonable compensation, expenses and disbursements of the Indenture Trustee or Wells Fargo Bank, N.A. (in any of its capacities), their agents and counsel, all other amounts due under Section 4.5 and (E) all amounts due and payable to each Derivative Counterparty in accordance with the terms of any applicable Derivative Agreement; and

(ii) all Events of Default, other than the nonpayment of the principal of such Notes which has become due solely by such acceleration, have been cured or waived as provided in Section 8.15 .

No such rescission will affect any subsequent default or impair any right consequent thereon.


Section 8.3.	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.

The Issuer covenants that if:

(a) the Issuer defaults in the payment of interest on any Notes when such interest becomes due and payable and such default continues for a period of thirty-five (35) days following the date on which such interest became due and payable,

(b) the Issuer defaults in the payment of any Target Amortization Amounts when due and payable in accordance with the terms of the Indenture and the related Indenture Supplement; or

(c) the Issuer defaults in the payment of the principal of any Series or Class of Notes on the Stated Maturity Date thereof; then

the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Section 4.5(a)(2) hereof and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Noteholders of any such Notes, the whole amount then due and payable on any such Notes for principal and interest, together with any Cumulative Interest Shortfall Amounts, unless otherwise specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses,

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disbursements and advances of the Indenture Trustee and Wells Fargo Bank, N.A. (in any of its capacities), their agents and counsel and all other amounts due under Section 4.5 .

If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes and collect the money adjudged or decreed to be payable in the manner provided by law and this Indenture.


Section 8.4.	Indenture Trustee May File Proofs of Claim.

In case of the pendency of any Insolvency Event or other similar proceeding or event relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise,

(a) to file and prove a claim for the whole amount of principal and interest owing and unpaid and all other amounts due and payable under any Transaction Document in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due under Section 4.5 ) and of the Noteholders allowed in such judicial proceeding, and

(b) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator or other similar official in any such proceeding is hereby authorized by each Noteholder to make such payment to the Indenture Trustee and Wells Fargo Bank, N.A. (in all its capacities), and in the event that the Indenture Trustee consents to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee and Wells Fargo Bank, N.A. (in all its capacities) any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and Wells Fargo Bank, N.A. (in all its capacities), their agents and counsel, and any other amounts due the Indenture Trustee and Wells Fargo Bank, N.A. (in all its capacities) under Section 4.5 .

Nothing herein contained will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.


Section 8.5.	Indenture Trustee May Enforce Claims Without Possession of Notes.

All rights of action and claims under this Indenture or the Notes of any Series or Class may be prosecuted and enforced by the Indenture Trustee, without the possession of any of the Notes of such Series or Class or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Indenture Trustee, will be brought in its own name as trustee of an express trust, and any recovery of judgment will, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its respective agents and counsel, be for the ratable benefit of the Noteholders of the Notes of such Series or Class in respect of which such judgment has been recovered.


Section 8.6.	Application of Money Collected.

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Any money or other property collected by the Indenture Trustee pursuant to this Article VIII will be applied in accordance with Section 4.5(a)(2) , at the Final Payment Date fixed by the Indenture Trustee and, in case of the payment of such money on account of principal, interest or fees, upon presentation of the Notes of the related Series or Class and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid.


Section 8.7.	Sale of Collateral Requires Consent of Series Required Noteholders.

The Indenture Trustee shall not sell Collateral or cause the Issuer to sell Collateral following any Event of Default, except with the written consent, or at the direction of, the Series Required Noteholders of each Series; provided , that the consent of 100% of the Noteholders of the Outstanding Notes of each Series and any applicable Derivative Counterparties shall be required for any sale that does not generate sufficient proceeds to pay the Note Balance of all such Notes plus all accrued and unpaid interest and other amounts owed in respect of such Notes and the Transaction Documents. If such direction has been given by the Noteholders of the requisite percentage of all Outstanding Notes, the Indenture Trustee shall cause the Issuer to sell Collateral pursuant to Section 8.16 , and shall provide prior written notice of this to each Note Rating Agency of then Outstanding Notes.


Section 8.8.	Noteholders Have the Right to Direct the Time, Method and Place of Conducting Any Proceeding for Any Remedy Available to the Indenture Trustee.

Subject to Section 8.7 and Section 8.14 , the Majority Noteholders of all Outstanding Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee. This right may be exercised only if the direction provided by the Noteholders does not conflict with Applicable Law or this Indenture and does not have a substantial likelihood of involving the Indenture Trustee in personal liability and the Indenture Trustee has received indemnity satisfactory to it from such Noteholders.


Section 8.9.	Limitation on Suits.

No Noteholder will have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or any Note, or for the appointment of a receiver or trustee or similar official, or for any other remedy hereunder, unless:

(a) such Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default with respect to Notes of such Noteholder’s Notes’ Series or Class;

(b) the Noteholders of more than 25% of the Note Balance of the Outstanding Notes of each Series, measured by Voting Interests, have made written request to the Indenture Trustee to institute proceedings in respect of such Event of Default in the name of the Indenture Trustee hereunder;

(c) such Noteholder or Noteholders have offered to the Indenture Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; and

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rights of any other Noteholders of Notes, or to obtain or to seek to obtain priority or preference over any other such Noteholders or to enforce any right under this Indenture or any Note, except in the manner herein provided and for the equal and proportionate benefit of all the Noteholders of all Notes.


Section 8.10.	Unconditional Right of Noteholders to Receive Amounts Due with Respect to the Notes; Limited Recourse.

Notwithstanding any other terms of this Indenture, the Notes, any other Transaction Documents or otherwise, the obligations of the Issuer under the Notes, this Indenture and each other Transaction Document to which it is a party are limited recourse obligations of the Issuer, payable solely from the Trust Estate, and following realization of the Trust Estate and application of the proceeds thereof in accordance with the terms of this Indenture, none of the Noteholders, the Indenture Trustee or any of the other parties to the Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter revive. Subject to the foregoing and to the terms of the applicable Indenture Supplement, each Noteholder will, however, have the absolute and unconditional right to receive payment of all amounts due with respect to the Notes pursuant and with respect to the terms of the Indenture, which right shall not be impaired without the consent of each Noteholder and to initiate suit for the enforcement of any such payment, which right shall not be impaired without the consent of such Noteholder. No recourse shall be had for the payment of any amount owing in respect of the Notes or this Indenture or for any action or inaction of the Issuer against any officer, director, employee, shareholder, stockholder or incorporator of the Issuer or any of their successors or assigns for any amounts payable under the Notes or this Indenture. It is understood that the foregoing provisions of this Section 8.10 shall not (i) prevent recourse to the Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the Trust Estate or (ii) save as specifically provided therein, constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by this Indenture. It is further understood that the foregoing provisions of this Section 8.10 shall not limit the right of any Person, to name the Issuer as a party defendant in any proceeding or in the exercise of any other remedy under the Notes or this Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such Person or entity.


Section 8.11.	Restoration of Rights and Remedies.

If the Indenture Trustee or any Noteholder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, then and in every such case the Issuer, the Indenture Trustee and the Noteholders will, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders will continue as though no such proceeding had been instituted.


Section 8.12.	Rights and Remedies Cumulative.

No right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy will, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or employment of any other appropriate right or remedy.


Section 8.13.	Delay or Omission Not Waiver.

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No delay or omission of the Indenture Trustee or of any Noteholder to exercise any right or remedy accruing upon any Event of Default will impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.


Section 8.14.	Control by Noteholders.

Either 100% of the VFN Noteholders or the Majority Noteholders of all Outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee with respect to such Notes; provided that:

(a) the Indenture Trustee will have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or would conflict with this Indenture or if the Indenture Trustee in good faith determines that the proceedings so directed would involve it in personal liability or be unjustly prejudicial to the Noteholders not taking part in such direction, unless the Indenture Trustee has received indemnity satisfactory to it from the Noteholders; and

(b) the Indenture Trustee may take any other action permitted hereunder deemed proper by the Indenture Trustee which is not inconsistent with such direction.


Section 8.15.	Waiver of Past Defaults.

Together, the Majority Noteholders of all Outstanding Notes that are not Variable Funding Notes and the Series Required Noteholders for each Series of Variable Funding Notes that are Outstanding waive any past default hereunder and its consequences, except a default not theretofore cured:

(a) in the payment of the principal of or interest on any Note, or

(b) in respect of a covenant or provision hereof which under Article XII cannot be modified or amended without the consent of the Noteholder of each Outstanding Note.

Upon any such waiver, such default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured, for every purpose of this Indenture; but no such waiver will extend to any subsequent or other default or impair any right consequent thereon.


Section 8.16.	Sale of Trust Estate.

(a) The power to effect any Sale of any portion of the Trust Estate shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid. The Indenture Trustee may from time to time postpone any public Sale by public announcement made at the time and place of such Sale.

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Days prior to the Sale contemplated in this Section 8.16(b) and the Indenture Trustee has provided prior notice of such Sale as soon as is reasonably practicable to any Derivative Counterparty, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than all amounts due to the Indenture Trustee hereunder and the entire amount which would be payable to the Noteholders in full payment thereof in accordance with Section 8.6 , on the Payment Date next succeeding the date of such sale, has not been received, the Indenture Trustee shall prevent such sale by bidding an amount at least $1.00 more than the highest other bid in order to preserve the Trust Estate.

(i) any of the Noteholders may bid for and purchase the property offered for Sale, and upon compliance with the terms of sale may hold, retain and possess and dispose of such property, without further accountability;

(ii) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any Sale thereof;

(iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Trust Estate in connection with a Sale thereof;

(iv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey its interest in any portion of the Trust Estate in connection with a Sale thereof, and to take all action necessary to effect such Sale; and

(v) no purchaser or transferee at such a Sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys.

(d) Notwithstanding anything to the contrary in this Indenture, if an Event of Default has occurred and is continuing and the Notes have become due and payable or have been declared due and payable and such declaration and its consequences have not been rescinded and annulled, any proceeds received by the Indenture Trustee with respect to a foreclosure, sale or other realization resulting from a transfer of the assets of the Trust Estate shall be allocated in accordance with Section 4.5(a)(2) hereof. The amount, if any, so allocated to the Issuer shall be paid by the Indenture Trustee to or to the order of the Issuer free and clear of the Adverse Claim of this Indenture and the Noteholders shall have no claim or rights to the amount so allocated.


Section 8.17.	Undertaking for Costs.

All parties to this Indenture agree, and each Noteholder by its acceptance thereof will be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section will not apply to any suit instituted by the Indenture Trustee, to any suit instituted by any Noteholder or group of Noteholders holding in the aggregate more than 25% of the Note Balance of the Outstanding Notes of each Series (measured by

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Voting Interests) to which the suit relates, or to any suit instituted by any Noteholders for the enforcement of the payment of the principal of or interest on any Note on or after the applicable Stated Maturity Date expressed in such Note.


Section 8.18.	Waiver of Stay or Extension Laws.

The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.


Section 8.19.	Notice of Waivers.

Promptly after any waiver of an Event of Default pursuant to Section 4.12 , or any rescission or annulment of a declaration of acceleration pursuant to Section 8.2(c) , or any waiver of past default pursuant to Section 8.15, the Issuer will notify all related Note Rating Agencies in writing.

Article IX

The Issuer


Section 9.1.	Representations and Warranties of Issuer.

The Issuer hereby makes the following representations and warranties for the benefit of the Indenture Trustee, the Noteholders, any Derivative Counterparty, any Supplemental Credit Enhancement Provider and any Liquidity Provider. The representations shall be made as of the execution and delivery of this Indenture and of each Indenture Supplement, and as of each Funding Date and as of each date of Grant and shall survive the Grant of a Security Interest in the Receivables to the Indenture Trustee.

(a) Organization and Good Standing . The Issuer is duly organized and validly existing as a statutory trust and is in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. The Issuer has appointed the Administrator as the Issuer’s agent where notices and demands to or upon the Issuer in respect of the Notes of this Indenture may be served.

(b) Power and Authority . The Issuer has and will continue to have the power and authority to execute and deliver this Indenture and the other Transaction Documents to which it is or will be a party, and to carry out their respective terms; the Issuer had and has had at all relevant times and now has full power, authority and legal right to acquire, own, hold and Grant a Security Interest in the Trust Estate and has duly authorized such Grant to the Indenture Trustee by all necessary action; and the execution, delivery and performance by the Issuer of this Indenture and each of the other Transaction Documents to which it is a party has been duly authorized by all necessary action of the Issuer.

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which security interest is enforceable against creditors of and purchasers from the Issuer, subject to Applicable Law. Each of the Transaction Documents to which the Issuer is a party constitutes a legal, valid and binding obligation of the Issuer enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally or by general equity principles.

(d) No Violation . The execution and delivery by the Issuer of this Indenture and each other Transaction Document to which it is a party and the consummation of the transactions contemplated by this Indenture and the other Transaction Documents and the fulfillment of the terms of this Indenture and the other Transaction Documents do not conflict with, result in any breach of any of the terms or provisions of, or constitute (with or without notice or lapse of time or both) a default under the Organizational Documents of the Issuer or any indenture, agreement or other material instrument to which the Issuer is a party or by which it is bound, or result in the creation or imposition of any Adverse Claim upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than this Indenture), or violate any law, order, judgment, decree, writ, injunction, award, determination, rule or regulation applicable to the Issuer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Issuer or its properties, which breach, default, conflict, Adverse Claim or violation could reasonably be expected to have an Adverse Effect.

(e) No Proceedings . There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the Issuer’s knowledge, threatened, against or affecting the Issuer: (i) asserting the invalidity of this Indenture, the Notes or any of the other Transaction Documents to which the Issuer is a party, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Indenture, or any of the other Transaction Documents, (iii) seeking any determination or ruling which could reasonably be expected to have an Adverse Effect or could reasonably be expected to materially and adversely affect the condition (financial or otherwise), business or operations of the Issuer, or (iv) relating to the Issuer and which could reasonably be expected to adversely affect the United States federal income tax attributes of the Notes.

(f) No Subsidiaries . The Issuer has no subsidiaries.

(g) All Tax Returns True, Correct and Timely Filed . All tax returns required to be filed by the Issuer in any jurisdiction have in fact been filed and all taxes, assessments, fees and other governmental charges upon the Issuer or upon any of its properties, and all income of franchises, shown to be due and payable on such returns have been paid except for any such taxes, assessments, fees and charges the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Issuer had established adequate reserves in accordance with GAAP. All such tax returns were true and correct in all material respects and the Issuer knows of no proposed additional tax assessment against it that could reasonably be expected to have a material adverse effect upon the ability of the Issuer to perform its obligations hereunder nor of any basis therefor. The provisions for taxes on the books of the Issuer are in accordance with GAAP.

(h) No Restriction on Issuer Affecting its Business . The Issuer is not a party to any contract or agreement, or subject to any charter or other restriction, which materially and adversely affects its business, and the Issuer has not agreed or consented to cause any of its assets or properties to become subject to any Adverse Claim other than the Security Interest or any Permitted Liens.

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had good and marketable title to each Receivable, free and clear of all Adverse Claims other than any Permitted Liens and rights of others.

(j) Perfection of Security Interest . All filings and recordings that are necessary to perfect the interest of the Issuer in the Receivables and such other portion of the Trust Estate as to which a sale or security interest may be perfected by filing under the UCC, have been accomplished and are in full force and effect. All filings and recordings against the Issuer required to perfect the Security Interest of the Indenture Trustee in such Receivables and such other portion of the Trust Estate as to which a Security Interest may be perfected by filing under the UCC, have been accomplished and are in full force and effect. Other than the Security Interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a Security Interest in, or otherwise conveyed any of the Receivables or any other Collateral. The Issuer has not authorized the filing of and is not aware of any financing statement filed against the Issuer that includes a description of collateral covering the Receivables other than (1) any financing statement related to the Security Interest granted to the Indenture Trustee hereunder or (2) that has been terminated.

(k) Notes Authorized, Executed, Authenticated, Validly Issued and Outstanding . The Notes have been duly and validly authorized and, when duly and validly executed and authenticated by the Indenture Trustee in accordance with the terms of this Indenture and delivered to and paid for by each purchaser as provided herein, will be validly issued and outstanding and entitled to the benefits hereof.

(l) Location of Chief Executive Office and Records . The principal place of business and chief executive office of the Issuer, and the office where Issuer maintains all of its corporate records, is located at the offices of the Administrator at Ditech Financial LLC, 1100 Virginia Drive, Suite 100A, Ft. Washington, PA, 19034; provided that, at any time after the Closing Date, upon thirty (30) days’ prior written notice to the Indenture Trustee and the Noteholders, the Issuer may relocate its jurisdiction of formation, and/or its principal place of business and chief executive office, and/or the office where it maintains all of its records, to another location or jurisdiction, as the case may be, within the United States to the extent that the Issuer shall have taken all actions necessary or reasonably requested by the Indenture Trustee or the Majority Noteholders of all Outstanding Notes to amend its existing financing statements and continuation statements, and file additional financing statements and to take any other steps reasonably requested by the Indenture Trustee or the Majority Noteholders of all Outstanding Notes to further perfect or evidence the rights, claims or security interests of the Indenture Trustee and the Noteholders under any of the Transaction Documents.

(m) Solvency . The Issuer (i) is not insolvent” (as such term is defined in § 101(32)(A) of the Bankruptcy Code); (ii) is able to pay its debts as they become due; and (iii) does not have unreasonably small capital for the business in which it is engaged or for any business or transaction in which it is about to engage. The Issuer is not Granting the Trust Estate to the Indenture Trustee with the intent to defraud, delay or hinder any of its creditors.

(n) Separate Identity . The Issuer is operated as an entity separate from the Receivables Seller, the Depositor and the Servicer. The Issuer has complied with all covenants set forth in its Organizational Documents.

(o) Name . The legal name of the Issuer is as set forth in this Indenture and the Issuer does not use and has not used any other trade names, fictitious names, assumed names or “doing business as” names.

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authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for (i) the due execution and delivery by Issuer of this Indenture and each other Transaction Document to which it is a party and (ii) the performance of its obligations hereunder and thereunder.

(q) Accuracy of Information . All information heretofore furnished by the Issuer or any of its Affiliates to the Indenture Trustee or the Noteholders for purposes of or in connection with this Indenture, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by the Issuer or any of its Affiliates to the Indenture Trustee or the Noteholders will be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact or omit, taking into account all other information provided, to state a material fact or any fact necessary to make the statements contained therein not misleading in any material respect.

(r) Use of Proceeds . No proceeds of any issuance of Notes or funding under a VFN hereunder will be used for a purpose that violates, or would be inconsistent with, Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time.

(s) Investment Company . The Issuer is not required to be registered as an “investment company” within the meaning of the Investment Company Act, or any successor statute.

(t) Compliance with Law . The Issuer has complied in all material respects with all Applicable Laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject.

(u) Investments . The Issuer does not own or hold, directly or indirectly (i) any capital stock or equity security of, or any equity interest in, any Person or (ii) any debt security or other evidence of indebtedness of any Person (other than Permitted Investments and Sinking Fund Permitted Investments).

(v) Transaction Documents . The Receivables Pooling Agreement and the receivables assignments executed in connection therewith from time to time are the only agreement pursuant to which the Issuer directly or indirectly purchases and receives contributions of Receivables from the Depositor and the Receivables Pooling Agreement represents the only agreement between the Depositor and the Issuer relating to the transfer of the Receivables from the Depositor to the Issuer.

(w) Limited Business . Since its formation the Issuer has conducted no business other than entering into and performing its obligations under the Transaction Documents to which it is a party, and such other activities as are incidental to the foregoing. The Transaction Documents to which it is a party, and any agreements entered into in connection with the transactions that are permitted thereby, are the only agreements to which the Issuer is a party.

(x) Foreign Corrupt Practices Act . Neither the Issuer nor, to its knowledge, any director, officer, agent or employee of the Issuer is aware of or has taken any action, directly or indirectly, that would result in a violation in any material respect by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “ FCPA ”); and the Issuer has conducted its business in compliance in all material respects with the FCPA and has instituted and maintain policies and procedures designed to ensure continued compliance therewith.

(y) U.S. Anti-Money Laundering Laws . The operations of the Issuer are conducted and, to its knowledge, have been conducted in all material respects in compliance with the applicable anti-money

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laundering statutes of all jurisdictions to which the Issuer is subject and the rules and regulations thereunder, including the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act) (collectively, the “ U.S. Anti-Money Laundering Laws ”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Issuer with respect to the U.S. Anti-Money Laundering Laws is pending or, to the knowledge of the Issuer, threatened.

(z) Sanctions . Neither the Issuer nor its Subsidiaries, nor, to its knowledge, any of its or its Subsidiaries’ directors, officers, agents, Subsidiaries or employees, is a Person that is, or is owned or controlled by Persons that are (1) the subject of any sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“ OFAC ”), the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury (collectively, “ Sanctions ”) or (2) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions; including, without limitation, Cuba, Iran, North Korea, Sudan and Syria.


Section 9.2.	Liability of Issuer; Indemnities.

(a) Obligations . The Issuer shall be liable in accordance with this Indenture only to the extent of the obligations in this Indenture specifically undertaken by the Issuer in such capacity under this Indenture and shall have no other obligations or liabilities hereunder. The Issuer shall indemnify, defend and hold harmless the Indenture Trustee (in all its capacities), the Calculation Agent, the Paying Agent, the Securities Intermediary, the Note Registrar, the Noteholders, each Derivative Counterparty (as applicable, with respect to the related Series of Notes) and the Trust Estate (each an “ Indemnified Party ”) from and against any taxes that may at any time be asserted against the Indenture Trustee, the Calculation Agent, the Paying Agent, the Securities Intermediary, the Note Registrar or the Trust Estate with respect to the transactions contemplated in this Indenture or any of the other Transaction Documents, including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the transfer of the Receivables to the Trust Estate, the issuance and original sale of the Notes of any Class, or asserted with respect to ownership of the Receivables, or federal, state or local income or franchise taxes or any other tax, or other income taxes arising out of payments on the Notes of any Class, or any interest or penalties with respect thereto or arising from a failure to comply therewith) and costs and expenses in defending against the same.

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conflict of interest for the same counsel to represent both the Issuer and such Indemnified Party, (ii) the Issuer shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of commencement of the action, or (iii) the Issuer has authorized the employment of counsel for the Indemnified Party at the expense of the Issuer; then, in any such event, such Indemnified Party shall have the right to employ its own counsel in such action, and the reasonable fees and expenses of such counsel shall be borne by the Issuer; provided , however , that the Issuer shall not in connection with any such action or separate but substantially similar or related actions arising out of the same general allegations or circumstances, be liable for any fees and expenses of more than one firm of attorneys at any time for all Indemnified Parties. Each Indemnified Party, as a condition of the indemnity agreement contained herein, shall use its commercially reasonable efforts to cooperate with the Issuer in the defense of any such action or claim. The Issuer shall not, without the prior written consent of any Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding or threatened proceeding.

(c) Expenses . Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Issuer has made any indemnity payments pursuant to this Section and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Issuer, without interest.


Section 9.3.	Merger or Consolidation, or Assumption of the Obligations, of the Issuer.

Any Person (a) into which the Issuer may be merged or consolidated, (b) which may result from any merger, conversion or consolidation to which the Issuer shall be a party, or (c) which may succeed to all or substantially all of the business or assets of the Issuer, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Issuer under this Indenture, shall be the successor to the Issuer under this Indenture without the execution or filing of any document or any further act on the part of any of the parties to this Indenture, except that if the Issuer in any of the foregoing cases is not the surviving entity, then the surviving entity shall execute an agreement of assumption to perform every obligation of the Issuer under the Transaction Documents, including Derivative Agreements entered into by the Issuer or the Indenture Trustee on its behalf, and the surviving entity shall have taken all actions necessary or reasonably requested by the Issuer, the Majority Noteholders of all Outstanding Notes or the Indenture Trustee to amend its existing financing statements and continuation statements, and file additional financing statements and to take any other steps reasonably requested by the Issuer, the Majority Noteholders of all Outstanding Notes or the Indenture Trustee to further perfect or evidence the rights, claims or security interests of the Issuer, the Noteholders or the Indenture Trustee under any of the Transaction Documents. The Issuer (i) shall provide prior written notice of any merger, consolidation or succession pursuant to this Section to each Note Rating Agency that has rated any then-Outstanding Notes, the Indenture Trustee, each Derivative Counterparty and the Noteholders, (ii) for so long as the Notes are Outstanding, (1) shall receive from each Note Rating Agency rating Outstanding Notes a letter to the effect that such merger, consolidation or succession will not result in a qualification, downgrading or withdrawal of the then current ratings assigned by such Note Rating Agency to any Outstanding Notes or (2) if the Administrator and the Administrative Agent determine in their reasonable judgment that an applicable Note Rating Agency no longer provides such letters as described in the foregoing clause (1), (a) the Administrator shall provide prior written notice of such new merger, consolidation or succession to the related Note Rating Agency and (b) the Administrative Agent shall have provided its prior written consent to such merger, consolidation or succession, provided, that the Issuer provides an Issuer Certificate to the effect that any such merger, consolidation or succession will not have a material Adverse Effect on the Outstanding Notes, (iii) shall obtain an Opinion of Counsel

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addressed to the Indenture Trustee and reasonably satisfactory to the Indenture Trustee, that such merger, consolidation or succession complies with the terms hereof and one or more Opinions of Counsel updating or restating all opinions delivered on the date of this Indenture with respect to corporate matters, enforceability of Transaction Documents against the Issuer, and the grant by the Issuer of a valid security interest in the Aggregate Receivables to the Indenture Trustee and the perfection of such security interest and related matters, (iv) shall receive from the Majority Noteholders of all Outstanding Notes and each Derivative Counterparty their prior written consent to such merger, consolidation or succession, absent which consent, which may not be unreasonably withheld or delayed, the Issuer shall not become a party to such merger, consolidation or succession and (v) shall obtain an Issuer Tax Opinion.


Section 9.4.	Issuer May Not Own Notes.

The Issuer may not become the owner or pledgee of one or more of the Notes (other than any “Retained Notes” (as defined in any Indenture Supplement)). Any Person Controlling, Controlled by or under common Control with the Issuer may, in its individual or any other capacity, become the owner or pledgee of one or more Notes with the same rights as it would have if it were not an Affiliate of the Issuer, except as otherwise specifically provided in the definition of the term “Noteholder.” The Notes so owned by or pledged to such Controlling, Controlled or commonly Controlled Person shall have an equal and proportionate benefit under the provisions of this Indenture, without preference, priority or distinction as among any of the Notes, except as set forth herein with respect to, among other things, rights to vote, consent or give directions to the Indenture Trustee as a Noteholder.


Section 9.5.	Covenants of Issuer.

(a) Organizational Documents; Unanimous Consent . The Issuer hereby covenants that its Organizational Documents provide that they may not be amended or modified without (i) notice to the Indenture Trustee and each Note Rating Agency that is at that time rating any Outstanding Notes, and (ii) the prior written consent of the Administrative Agent, unless and until this Indenture shall have been satisfied, discharged and terminated. The Issuer will at all times comply with the terms of its Organizational Documents. In addition, notwithstanding any other provision of this Section and any provision of law, the Issuer shall not take any action described in Section 4.1 of the Issuer’s Organizational Documents or do any of the following unless the Owners (as such term is defined in the Issuer’s Organizational Documents), the Administrative Agent and together, the Majority Noteholders of all Outstanding Notes that are not Variable Funding Notes and the Series Required Noteholders for each Series of Variable Funding Notes that are Outstanding consent to such action: (A) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent, (B) consent to the institution of bankruptcy or insolvency proceedings against it, (C) file a petition seeking, or consent to, reorganization or relief under any applicable federal, state or foreign law relating to bankruptcy or similar matters, (D) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Issuer or a substantial part of its property, (E) make any assignment for the benefit of creditors, (F) admit in writing its inability to pay its debts generally as they become due, or (G) take any action in furtherance of the actions set forth in clauses (A) through (F) above; or (1) merge or consolidate with or into any other person or entity or sell or lease its property or all or substantially all of its assets to any person or entity; or (2) modify any provision of its Organizational Documents.

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requires such licenses, approvals, registrations or qualifications, except for failures to maintain any such licenses, approvals, registrations or qualifications which, individually or in the aggregate, would not have an Adverse Effect.

(c) Compliance with Laws . The Issuer hereby covenants to comply in all material respects with all applicable laws, rules and regulations and orders of any governmental authority, the noncompliance with which would have an Adverse Effect or a material adverse effect on the business, financial condition or results of operations of the Issuer.

(d) Payment of Taxes . The Issuer hereby covenants to pay and discharge promptly or cause to be paid and discharged promptly all taxes, assessments and governmental charges or levies imposed upon the Issuer or upon its income and profits, or upon any of its property or any part thereof, before the same shall become in default, provided that the Issuer shall not be required to pay and discharge any such tax, assessment, charge or levy so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and the Issuer shall have set aside on its books adequate reserves with respect to any such tax, assessment, charge or levy so contested.

(e) Investments . The Issuer hereby covenants that it will not, without the prior written consent of the Majority Noteholders of all Outstanding Notes, acquire or hold any indebtedness for borrowed money of another person, or any capital stock, debentures, partnership interests or other ownership interests or other securities of any Person, other than Permitted Investments and Sinking Fund Permitted Investments as provided hereunder and the Receivables acquired under the Receivables Sale Agreement and the Receivables Pooling Agreement.

(f) Keeping Records and Books of Account . The Issuer hereby covenants and agrees to maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing the Receivables in the event of the destruction or loss of the originals thereof) and keep and maintain, all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the daily identification of all collections with respect to, and adjustments of amounts payable under, each Receivable). The Administrator shall ensure compliance with this Section 9.5(f) .

(g) Employee Benefit Plans . The Issuer hereby covenants and agrees to comply in all material respects with the provisions of ERISA, the Code, and all other applicable laws, and the regulations and interpretations thereunder to the extent applicable, with respect to each Employee Benefit Plan.

(h) No Release . The Issuer shall not take any action and shall use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s covenants or obligations under any Transaction Document, Designated Servicing Agreement or other document, instrument or agreement included in the Trust Estate, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such document, instrument or agreement.

(i) Separate Identity . The Issuer acknowledges that the Secured Parties are entering into the transactions contemplated by this Indenture in reliance upon the Issuer’s identity as a legal entity that is separate from the Receivables Seller, the Depositor or the Servicer (each, a “ Facility Entity ”). Therefore, from and after the date of execution and delivery of this Indenture, the Issuer shall take all reasonable steps to maintain the Issuer’s identity as a separate legal entity and to make it manifest to third parties that the

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Issuer is an entity with assets and liabilities distinct from those of each Facility Entity and not a division of a Facility Entity.

(j) Compliance with and Enforcement of Transaction Documents . The Issuer hereby covenants and agrees to comply in all respects with the terms of, employ the procedures outlined in and enforce the obligations of the parties to all of the Transaction Documents to which the Issuer is a party, and take all such action to such end as may be from time to time reasonably requested by the Indenture Trustee, and/or the Majority Noteholders of all Outstanding Notes, maintain all such Transaction Documents in full force and effect and make to the parties thereto such reasonable demands and requests for information and reports or for action as the Issuer is entitled to make thereunder and as may be from time to time reasonably requested by the Indenture Trustee.

(k) No Sales, Liens, Etc. Against Receivables and Trust Property . The Issuer hereby covenants and agrees, except for releases specifically permitted hereunder, not to sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist, any Adverse Claim (other than the Security Interest created hereby or any Permitted Liens) upon or with respect to, any Receivables or Trust Property, or any interest in either thereof, or upon or with respect to any Trust Account, or assign any right to receive income in respect thereof. The Issuer shall promptly, but in no event later than two (2) Business Days after a Responsible Officer has obtained actual knowledge thereof, notify the Indenture Trustee of the existence of any Adverse Claim on any Receivables or Trust Estate, and the Issuer shall defend the right, title and interest of each of the Issuer and the Indenture Trustee in, to and under the Receivables and Trust Estate, against all claims of third parties.

(l) No Change in Business . The Issuer covenants that it shall not make any change in the character of its business.

(m) No Change in Name, Etc.; Preservation of Security Interests The Issuer covenants that it shall not make any change to its company name, or use any trade names, fictitious names, assumed names or “doing business as” names. The Issuer will from time to time, at its own expense, execute and file such additional financing statements (including continuation statements) as may be necessary to ensure that at any time, the interest of the Issuer in all of the Receivables and such other portion of the Trust Estate as to which a sale or Security Interest may be perfected by filing under the UCC, and the Security Interest of the Indenture Trustee in all of the Receivables and such other portion of the Trust Estate as to which a Security Interest may be perfected by filing under the UCC, are fully protected.

(n) No Institution of Insolvency Proceedings . The Issuer covenants that it shall not institute Insolvency Proceedings with respect to the Issuer or any Affiliate thereof or consent to the institution of Insolvency Proceedings against the Issuer or any Affiliate thereof or take any action in furtherance of any such action, or seek dissolution or liquidation in whole or in part of the Issuer or any Affiliate thereof.

(o) Money for Note Payments To Be Held in Trust . The Indenture Trustee shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee, subject to the provisions of this Section 9.5(o), that such Paying Agent shall:

(i) hold all sums held by it in respect of payments on Notes in trust for the benefit of the Noteholders entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

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(ii) give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes) in the making of any payment; and

(iii) at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent.

The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money.

(p) Protection of Trust Estate . The Issuer shall from time to time execute and deliver to the Indenture Trustee and the Administrative Agent all such supplements and amendments hereto (a copy of which shall be provided to the Noteholders) and all such financing statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action as is necessary or advisable to:

(i) Grant more effectively all or any portion of the Trust Estate;

(ii) maintain or preserve the Security Interest or carry out more effectively the purposes hereof;

(iii) perfect, publish notice of, or protect the validity of any Grant made or to be made by this Indenture;

(iv) enforce any of the Receivables or, where appropriate, any Security Interest in the Trust Estate and the proceeds thereof, or

(v) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee and the Noteholders therein against the claims of all persons and parties.

(q) Investment Company Act . The Issuer shall conduct its operations in a manner which shall not subject it to registration as an “investment company” under the Investment Company Act.

(r) Payment of Review and Renewal Fees . The Issuer shall pay or cause to be paid to each Note Rating Agency that has rated Outstanding Notes, the annual rating review and renewal fee in respect of such Notes, if any.

(s) Sanctions . The Issuer hereby covenants that it will not directly or indirectly use the proceeds of the Notes, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, to fund activities of or business with any Person, or in any country or territory, that at the time of such funding or facilitation, is the subject of Sanctions, or in a manner that would otherwise cause any Person to violate any Sanctions in any material respect.

(t) No Subsidiaries . The Issuer shall not form or hold interests in any subsidiaries.

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(u) No Indebtedness . The Issuer shall not incur any indebtedness other than the Notes, and shall not guarantee any other Person’s indebtedness or incur any capital expenditures.

Article IX

The Issuer


Section 10.1.	Representations and Warranties of Administrator and Servicer.

Each of the Administrator and the Servicer hereby makes the following representations and warranties for the benefit of the Indenture Trustee, as of the Closing Date and as of the date of each Grant of Receivables to the Indenture Trustee pursuant to this Indenture.

(a) Organization and Good Standing . The Administrator and the Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware. The Servicer is duly qualified to do business and is in good standing (or is exempt from such requirements) and has obtained all necessary licenses and approvals in each jurisdiction in which the failure so to qualify, or to obtain such licenses or approvals, would have an Adverse Effect.

(b) Power and Authority; Binding Obligation . Each of the Administrator and the Servicer has the power and authority to make, execute, deliver and perform its obligations under this Indenture and any related Indenture Supplement and each other Transaction Document to which it is a party and all of the transactions contemplated hereunder and thereunder, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Indenture and each Indenture Supplement and each other Transaction Document to which it is a party; this Indenture and each Indenture Supplement and each other Transaction Document to which it is a party constitutes a legal, valid and binding obligation of the Administrator and the Servicer, enforceable against each of the Administrator and the Servicer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity) or by public policy with respect to indemnification under applicable securities laws.

(c) No Violation . The execution and delivery of this Indenture and each Indenture Supplement and each other Transaction Document to which it is a party by each of the Administrator and the Servicer and each of their performance and compliance with the terms of this Indenture and each Indenture Supplement and each other Transaction Document to which it is a party will not violate (i) the Administrator’s or the Servicer’s Charter, Bylaws or other organizational documents or (ii) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Administrator or the Servicer is a party or which may be applicable to the Administrator or the Servicer or any of their respective assets or (iii) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any court or of any public, governmental or regulatory body, agency or authority applicable to the Administrator or the Servicer or their respective properties.

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investigation or litigation threatened against the Administrator or the Servicer with respect to this Indenture, any Indenture Supplement or any other Transaction Document or the transactions contemplated hereby or thereby that could reasonably be expected to have an Adverse Effect.

(e) No Consents Required . No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Administrator or the Servicer of or compliance by the Administrator or the Servicer with this Indenture, any Indenture Supplement or the consummation of the transactions contemplated by this Indenture, any Indenture Supplement except for consents, approvals, authorizations and orders which have been obtained.

(f) Information . No written statement, report or other document furnished or to be furnished pursuant to this Indenture or any other Transaction Document to which it is a party by the Administrator or the Servicer contains or will contain any statement that is or will be inaccurate or misleading in any material respect.

(g) Default . The Administrator is not in default with respect to any material contract under which a default should reasonably be expected to have a material adverse effect on the ability of the Administrator or the Servicer to perform its duties under this Indenture or any Indenture Supplement, or with respect to any order of any court, administrative agency, arbitrator or governmental body which would have a material adverse effect on the transactions contemplated hereunder, and no event has occurred which with notice or lapse of time or both would constitute such a default with respect to any such contract or order of any court, administrative agency, arbitrator or governmental body.

(h) Foreign Corrupt Practices Act . Neither Ditech nor, to its knowledge, any director, officer, agent or employee of Ditech is aware of or has taken any action, directly or indirectly, that would result in a violation in any material respect by such persons of the FCPA; and Ditech has conducted its business in compliance in all material respects with the FCPA and has instituted and maintain policies and procedures designed to ensure continued compliance therewith.

(i) Anti-Money Laundering . The operations of Ditech are conducted and, to its knowledge, have been conducted in all material respects in compliance with the applicable anti-money laundering statutes of all jurisdictions to which Ditech is subject and the rules and regulations thereunder, including the U.S. Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Ditech with respect to the U.S. Anti-Money Laundering Laws is pending or, to the knowledge of Ditech threatened.

(j) Sanctions . Neither Ditech nor its Subsidiaries, nor, to its knowledge, any of its or its Subsidiaries’ directors, officers, agents, Subsidiaries or employees, is a Person that is, or is owned or controlled by Persons that are (1) the subject of any Sanctions or (2) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions; including, without limitation, Cuba, Iran, North Korea, Sudan and Syria.


Section 10.2.	Covenants of Administrator and Servicer.

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Counterparty, any Supplement Credit Enhancement Provider or any Liquidity Provider, without the prior written consent of the Majority Noteholders of all Outstanding Notes, each Derivative Counterparty and of each Supplemental Credit Enhancement Provider and each Liquidity Provider. The Administrator shall, within five (5) Business Days following the effectiveness of such amendments, deliver to the Indenture Trustee copies of all such amendments.

(b) Maintenance of Security Interest . The Administrator shall from time to time, at its own expense, file such additional financing statements (including continuation statements) as may be necessary to ensure that at any time, the Security Interest of the Indenture Trustee (on behalf of itself, the Noteholders, any Derivative Counterparty, any Supplemental Credit Enhancement Provider and any Liquidity Provider) in all of the Aggregate Receivables and the other Collateral is fully protected in accordance with the UCC and that the Security Interest of the Indenture Trustee in the Receivables and the rest of the Trust Estate remains perfected and of first priority. The Administrator shall take all steps necessary to ensure compliance with Section 9.5(m) .

(c) Regulatory Reporting Compliance . The Servicer shall, on or before the last Business Day of the fifth (5 ^th ) month following the end of each of the Servicer’s fiscal years (December 31), beginning with the fiscal year ending in 2017, deliver to the Indenture Trustee and the Interested Noteholders, as applicable, a copy of the results of any Uniform Single Attestation Program for Mortgage Bankers, an Officer’s Certificate that satisfies the requirements of Item 1122(a) of Regulation AB, an independent public accountant’s report that satisfies the requirements of Item 1123 of Regulation AB or similar review conducted on the Servicer by its accountants and such other reports as the Servicer may prepare relating to its servicing functions as the Servicer.

(d) Compliance with Designated Servicing Agreements . The Servicer shall not fail to comply with its obligations as the servicer under each of the Designated Servicing Agreements, which failure would have a material adverse effect on the interests of the Noteholders under this Indenture. The Servicer shall immediately notify the Indenture Trustee of any Event of Default or its receipt of a notice of termination under any Designated Servicing Agreement. The Indenture Trustee shall forward any such notification to each Noteholder.

(e) Compliance with Obligations . Each of the Administrator and the Servicer shall comply with all their other obligations and duties set forth in this Indenture and any other Transaction Document. The Administrator shall not permit the Issuer to engage in activities that could violate its covenants in this Indenture.

(f) Reimbursement of Advances upon Transfer of Servicing . In connection with any voluntary transfer of servicing under any Designated Servicing Agreement or with respect to any Designated Pool, the Servicer shall collect reimbursement of all outstanding Advances under such Designated Servicing Agreement or Designated Pool prior to transferring the servicing under such Designated Servicing Agreement or Designated Pool, except that, in the case of Delinquency Advance Receivables, a written agreement of the transferee that it will remit reimbursement of all outstanding Delinquency Advances by the next month’s remittance date shall suffice. In connection with an involuntary transfer of servicing under any Designated Servicing Agreement, the Servicer shall use best efforts to collect reimbursement of all outstanding Advances under such Designated Servicing Agreement prior to transferring the servicing under such Designated Servicing Agreement.

(g) Notice of Unmatured Defaults and Servicer Termination Events . The Servicer shall provide written notice to the Indenture Trustee and each VFN Noteholder of any Unmatured Default or Servicer

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Termination Event, immediately following the receipt by a Responsible Officer of the Servicer of notice, or the obtaining by a Responsible Officer of the Servicer of actual knowledge, of such Unmatured Default or Servicer Termination Event.

(h) Reimbursement of Escrow, Corporate Advance, Delinquent MBS Mortgage Repurchase Advance and Delinquency Advances . The Servicer shall withdraw Advance Reimbursement Amounts from the appropriate Escrow Custodial Account or Principal and Interest Custodial Account to reimburse any Escrow Advance, Corporate Advance, Delinquent MBS Mortgage Repurchase Advance or Delinquency Advance within two (2) Business Days after receipt of amounts in such account that may be used to reimburse such Advances pursuant to Section 76.21 of the Freddie Mac Guide, Part A, Subpart 2, Chapter 1-01 of the Fannie Mae Guide or Chapter 3-03 of the Fannie Mae Investor Reporting Manual, as applicable.

(i) Administrator Instructions and Functions Performed by Issuer . The Administrator shall perform the administrative or ministerial functions specifically required of the Issuer pursuant to this Indenture and any other Transaction Document.

(j) Adherence to Servicing Standards . Unless otherwise consented to by the Administrative Agent, the Servicer shall comply at all times with the following (collectively, the “ Servicing Standards ”):

(i) the Servicer shall continue to make Advances and seek reimbursement of Advances in accordance with the terms of the related Designated Servicing Agreement and the related Guide;

(ii) to the extent permitted by the Fannie Mae Guide or Freddie Mac Guide, as applicable, the Servicer shall apply all Advance Reimbursement Amounts on a “first-in, first out” or “FIFO” basis such that the Advances of a particular type that were disbursed first in time will be reimbursed prior to the Advances of the same type with respect to that Mortgage Loan that were disbursed later in time to the extent permitted under the related Servicing Agreement;

(iii) the Servicer shall identify on its systems and in its records that the Issuer as the owner of each Receivable and that such Receivable has been pledged to the Indenture Trustee;

(iv) the Servicer shall maintain systems and operating procedures necessary to comply with all of the terms of the Transaction Documents;

(v) the Servicer shall cooperate with the Indenture Trustee acting as Calculation Agent in its duties set forth in the Transaction Documents; and

(vi) the Servicer shall make all Advances within the time period required under the related Designated Servicing Agreement, unless such failure to make any Advances results from inadvertence and is remedied on or prior to the related distribution date for the related Pool.

(k) Sanctions . Ditech hereby covenants that it will not directly or indirectly use the proceeds of the Notes, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, to fund activities of or business with any Person, or in any country or territory, that at the time of such funding or facilitation, is the subject of Sanctions, or in a manner that would otherwise cause any Person to violate any Sanctions in any material respect.

(l) Notification of a Cease Funding Event . The first of the Servicer or the Administrator to receive written notice either by Freddie Mac or Fannie Mae that suspends or terminates the Servicer’s right

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to reimbursement of Delinquency Advance Receivables, Delinquent MBS Mortgage Repurchase Advance Receivables, Escrow Advance Receivables or Corporate Advance Receivables shall give written notice of the foregoing to each of the Indenture Trustee and the Administrative Agent within one (1) Business Day of its receipt of such written notice from Freddie Mac or Fannie Mae, as applicable.


Section 10.3.	L iability of the Administrator and Servicer; Indemnities.

(a) Obligations . Each of the Administrator and the Servicer, jointly and severally, shall indemnify, defend and hold harmless the Indenture Trustee, the Note Registrar, the Custodian, the Calculation Agent, the Paying Agent, the Securities Intermediary, the Trust Estate, the Owner Trustee, each Derivative Counterparty and the Noteholders (each an “ Indemnified Party ”) from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, and was imposed upon, the Indenture Trustee, the Note Registrar, the Custodian, the Owner Trustee, the Calculation Agent, the Paying Agent, the Securities Intermediary, the Trust Estate or any Noteholder (i) in the case of indemnification by the Administrator, by reason of a violation of law, negligence, willful misfeasance or bad faith of the Administrator (or of the Receivables Seller, the Depositor or of the Issuer as a result of a direction, act or omission by the Administrator), in the performance of their respective obligations under this Indenture and the other Transaction Documents or by reason of the breach by the Receivables Seller or the Servicer of any of their respective representations, warranties or covenants hereunder or, in the case of the Servicer, under the Designated Servicing Agreements, or (ii) in the case of indemnification by the Servicer, by reason of a violation of law, negligence, willful misfeasance or bad faith of the Servicer, in the performance of its respective obligations under this Indenture and the other Transaction Documents or as servicer under the Designated Servicing Agreements and Designated Pools, or by reason of the breach by the Servicer of any of its representations, warranties or covenants hereunder or under the Designated Servicing Agreements; provided , that any indemnification amounts payable by the Administrator or the Servicer, as the case may be, to the Owner Trustee hereunder shall not be duplicative of any indemnification amount paid by the Administrator to the Owner Trustee in accordance with the Trust Agreement or under the Administration Agreement.

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Party to represent the Indemnified Party within a reasonable time after notice of commencement of the action, or (iii) the Indemnifying Party has authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party; then, in any such event, such Indemnified Party shall have the right to employ its own counsel in such action, and the reasonable fees and expenses of such counsel shall be borne by the Indemnifying Party; provided , however , that the Indemnifying Party shall not in connection with any such action or separate but substantially similar or related actions arising out of the same general allegations or circumstances, be liable for any fees and expenses of more than one firm of attorneys at any time for all Indemnified Parties. Each Indemnified Party, as a condition of the indemnity agreement contained herein, shall use its commercially reasonable efforts to cooperate with the Indemnifying Party in the defense of any such action or claim. The Indemnifying Party shall not, without the prior written consent of any Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding or threatened proceeding.

(c) Expenses . Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Indemnifying Party has made any indemnity payments pursuant to this Section and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Indemnifying Party, without interest.

(d) Survival . The provisions of this Section shall survive the resignation or removal of the Indenture Trustee (in any of its capacities), the Calculation Agent, the Securities Intermediary and the Paying Agent and the termination of this Indenture.


Section 10.4.	Merger or Consolidation, or Assumption of the Obligations, of the Administrator or the Servicer.

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this Indenture and one or more Opinions of Counsel updating or restating all opinions delivered on the date of this Indenture with respect to corporate matters and the enforceability of Transaction Documents against the Administrator or the Servicer, as the case may be, true sale as to the transfers of the Aggregate Receivables from the Servicer as Receivables Seller to the Depositor and non-consolidation of the Servicer with the Depositor and security interest and tax and any additional opinions required under any related Indenture Supplement; provided , further , that the conditions specified in clauses (B) and (C) shall not apply to any transaction (i) in which an Affiliate of the Receivables Seller assumes the obligations of the Receivables Seller and otherwise satisfies the eligibility criteria applicable to the Servicer under the Designated Servicing Agreements and Designated Pools or (ii) in which an Affiliate of the Receivables Seller is merged into or is otherwise combined with the Receivables Seller and the Receivables Seller is the sole survivor of such merger or other combination. The Administrator or the Servicer, as the case may be, shall provide prior written notice of any merger, consolidation or succession pursuant to this Section to the Indenture Trustee, the Noteholders and each Note Rating Agency.

Except as described in the preceding paragraph, the Administrator may not assign or delegate any of its rights or obligations under this Indenture or any other Transaction Document.

Article XI

The Indenture Trustee


Section 11.1.	Certain Duties and Responsibilities.

(a) The Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Notes, and no implied covenants or obligations will be read into this Indenture against the Indenture Trustee.

(b) In the absence of bad faith on its part, the Indenture Trustee may, with respect to Notes, conclusively rely upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture, as to the truth of the statements and the correctness of the opinions expressed therein; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee will be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein.

(c) If an Event of Default has occurred and is continuing, the Indenture Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(d) No provision of this Indenture will be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) this subsection (d) will not be construed to limit the effect of subsection (a) of this Section 11.1 ;

(ii) the Indenture Trustee will not be liable for any error of judgment made in good faith by an Indenture Trustee Authorized Officer, unless it will be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts;

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(iii) the Indenture Trustee will not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Majority Noteholders or the Administrative Agent relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Indenture with respect to the Notes of any Class, to the extent consistent with Sections 8.7 and 8.8 ;

(iv) no provision of this Indenture will require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it has reasonable grounds for believing that repayment of such funds or indemnity satisfactory to the Indenture Trustee against such risk or liability is not reasonably assured to it; and

(v) whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee will be subject to the provisions of this Section.


Section 11.2.	Notice of Defaults; Notice to Fannie Mae .

(a) Within ten (10) Business Days (or, with respect to a Target Amortization Event, as otherwise provided in the related Indenture Supplement, if applicable) of receiving written notice of any Target Amortization Event, Event of Default or an Indenture Trustee Authorized Officer has obtained actual knowledge thereof, but in any event as soon as reasonably practicable, the Indenture Trustee shall deliver to the Noteholders, the Issuer, each Note Rating Agency and any Derivative Counterparty (as applicable, in the case of any Target Amortization Event, with respect to the related Series of Notes) written notice specifying the nature and status thereof (including notice of an event described in the definition of Target Amortization Event that occurs upon notice by either the Administrative Agent or the Administrator or any of its Affiliates, or by the Indenture Trustee, the Note Rating Agency or the related Noteholders of such Series and/or affirmative vote by the Series Required Noteholders, if applicable), unless such Target Amortization Event or Event of Default shall have been cured or waived as set forth herein or in any Indenture Supplement; provided, however, that, except in the case of a default in the payment of the principal of or interest on any Note of any Series or Class, the Indenture Trustee will be protected in withholding such notice if and so long as an Indenture Trustee Authorized Officer in good faith determines that the withholding of such notice is in the interests of the Noteholders of such Series or Class. For the purpose of this Section 11.2, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default.

(b) Within ten (10) Business Days of the Administrator’s written confirmation to the Indenture Trustee and the Administrative Agent that no Fannie Mae Receivables are included in the Collateral and that there are no Designated Servicing Agreements related to Fannie Mae Mortgage Loans, (i) the Indenture Trustee shall give a written notice via electronic mail to Fannie Mae to the effect that Fannie Mae Receivables are no longer subject to the security interest created hereunder and (ii) the Indenture Trustee to take such actions as may be reasonably requested by the Administrator or Fannie Mae to release any interest on any Fannie Mae Receivables. Notwithstanding anything to the contrary herein, the Administrator shall be responsible for all costs and expenses, including reasonable fees of legal counsel in preparation of any documents whether electronic or physical in nature, including but not limited to notices, certifications, releases, and satisfactions, incurred by the Indenture Trustee in connection with (i) and (ii) above. In the absence of receipt of written confirmation from the Administrator that no Fannie Mae Receivables are included in the Collateral and that there are no Designated Servicing Agreements related to Fannie Mae

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Mortgage Loans, the Indenture Trustee may conclusively assume that Fannie Mae Receivables are included in the Collateral and that there are Designated Servicing Agreements related to Fannie Mae Mortgage Loans.


Section 11.3.	Certain Rights of Indenture Trustee.

Except as otherwise provided in Section 11.1 :

(a) the Indenture Trustee may conclusively rely and will be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document (whether in its original or facsimile form), including, but not limited to, any Funding Certification, believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) whenever in the administration of this Indenture the Indenture Trustee deems it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate;

(c) the Indenture Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(d) the Indenture Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(e) the Indenture Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, unless requested in writing to do so by the Majority Noteholders of all Outstanding Notes; provided , however , that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee against such cost, expense or liability as a condition to taking any such action;

(f) the Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Indenture Trustee will not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

(g) the Indenture Trustee will not be responsible for filing any financing statements or continuation statements in connection with the Notes, but will cooperate with the Issuer in connection with the filing of such financing statements or continuation statements;

(h) the Indenture Trustee shall not be deemed to have notice of any default, Event of Default, Cease Funding Event, Consent Withdrawal Date, Funding Interruption Event or Servicer Termination Event unless an Indenture Trustee Responsible Officer has actual knowledge thereof or unless five (5) Business

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Days’ written notice of any event which is in fact such a default, Event of Default, Cease Funding Event, Consent Withdrawal Date, Funding Interruption Event or Servicer Termination Event is received by the Indenture Trustee at the Corporate Trust Office of the Indenture Trustee, and such notice references the Notes and this Indenture; in the absence of receipt of such notice or actual knowledge, the Indenture Trustee may conclusively assume that there is no default, Event of Default, Cease Funding Event, Consent Withdrawal Date, Funding Interruption Event or Servicer Termination Event;

(i) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee hereunder and under each Transaction Document, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable (without duplication) by, the Indenture Trustee or Wells Fargo Bank, N.A., as applicable, in each of its capacities hereunder and thereunder (including, without limitation, Calculation Agent, Paying Agent, Custodian, Securities Intermediary and Note Registrar), and each agent, custodian and other person employed to act hereunder and thereunder.

(j) none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Indenture, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under any other Transaction Document unless otherwise set forth in any Transaction Document;

(k) the Indenture Trustee shall have no duty (A) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Estate other than from funds available in the Trust Accounts or (D) to confirm or verify the contents of any reports or certificates of the Servicer or the Administrator delivered to the Indenture Trustee pursuant to this Indenture believed by the Indenture Trustee to be genuine and to have been signed or presented by the proper party or parties;

(l) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

(m) the right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act;

(n) the Indenture Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder;

(o) in making or disposing of any investment permitted by this Indenture, the Indenture Trustee is authorized to deal with itself (in its individual capacity) or with any one or more of its Affiliates, in each case on an arm’s-length basis and on standard market terms, whether it or such Affiliate is acting as a subagent of the Indenture Trustee or for any third Person or dealing as principal for its own account;

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nuclear or natural catastrophes or acts or God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services;

(q) the Indenture Trustee shall not have an obligation to take any action that is not in accordance with applicable law or required hereunder;

(r) the Indenture Trustee shall not be responsible for any act or omission of any other party to this Indenture (except to the extent the same legal entity is serving in more than one such role);

(s) other than with respect to any information that the Indenture Trustee has an express duty hereunder or under any Transaction Document to review, the Indenture Trustee shall not be deemed to have knowledge of any fact or matter for purposes of this Agreement or any Transaction Document unless a Responsible Officer of the Indenture Trustee (i) has actual knowledge thereof or (ii) receives written notice with respect thereto; and

(t) knowledge or information acquired by (i) Wells Fargo Bank, N.A. in any of its respective capacities hereunder or under any other document related to this transaction shall not be imputed to Wells Fargo Bank, N.A. in any of its other capacities hereunder or under such other documents except to the extent their respective duties are performed by Responsible Officers in the same division of Wells Fargo Bank, N.A., and (ii) any Affiliate of Wells Fargo Bank, N.A. shall not be imputed to Wells Fargo Bank, N.A. in any of its respective capacities hereunder and vice versa.

The provisions of this Section 11.3 shall survive the resignation of removal of the Indenture Trustee (in any of its capacities), the Calculation Agent, the Securities Intermediary and the Paying Agent and the termination of this Indenture and the payment of the Notes.


Section 11.4.	Not Responsible for Recitals or Issuance of Notes.

The recitals contained herein and in the Notes, except the certificates of authentication, will be taken as the statements of the Issuer, and the Indenture Trustee assumes no responsibility for their correctness. The Indenture Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes. The Indenture Trustee will not be accountable for the use or application by the Issuer of Notes or the proceeds thereof, or for the use or application of any funds paid to the Servicer in respect of any amounts deposited in or withdrawn from the Trust Accounts or the Custodial Accounts by the Servicer. The Indenture Trustee shall not be responsible for the legality or validity of this Indenture or the validity, priority, perfection or sufficiency of the security for the Notes issued or intended to be issued hereunder.


Section 11.5.	[Reserved].


Section 11.6.	Money Held in Trust.

The Indenture Trustee will be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Issuer.


Section 11.7.	Compensation and Reimbursement, Limit on Compensation, Reimbursement and Indemnity.

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Except as otherwise provided in this Indenture:

(a) Wells Fargo (including in all of its capacities) will be paid the Indenture Trustee Fee on each Payment Date pursuant to Section 4.5 as compensation for its services (in all capacities hereunder).

(b) Wells Fargo (including in all of its capacities) shall be indemnified and held harmless by the Issuer as set forth in Section 4.5 , Section 8.6 and Section 10.3 , and shall be secondarily indemnified and held harmless by the Administrator for, from and against, as the case may be, any claim, loss, liability, damage, cost, or expense, including, without limitation, any reasonable attorneys’ and other professionals’ fees and expenses and any extraordinary or unanticipated expense, incurred or expended loss, liability or expense (including reasonable attorney’s fees and expenses) incurred in connection with (i) the acceptance and administration of the Trust Estate, including, in the case of the Indenture Trustee, without limitation, the costs and expenses (including reasonable attorneys’ and other reasonable professionals’ fees and expenses and any extraordinary or unanticipated expenses), (ii) investigating, preparing for, and defending itself against or prosecuting for itself or for the sake of the Trust Estate, any Transaction Document, the Receivables or and other assets of the Trust Estate, or the Notes (including without limitation the initial closing, any secondary trading and any transfer and exchange of the Notes), (iii) pursuing enforcement (including without limitation by means of any action, claim or suit brought by the Indenture Trustee for such purpose) of any indemnification or other obligation of the Trust Estate (the indemnification afforded under this clause (iii) to include, without limitation, any legal fees, costs and expenses incurred by the Indenture Trustee in connection therewith), and (iv) the exercise or performance or lack of performance or exercise of any of its powers, rights, responsibilities or duties under this Indenture, including without limitation (A) complying with any new or updated law or regulation in any way related to or affecting this transaction, the Owner Trust Certificate of the Issuer or any party to any Transaction Document, and (B) addressing any bankruptcy in any way related to or affecting this transaction or any party to any Transaction Document, including, as applicable, all costs incurred in connection with the use of default specialists within or outside of Wells Fargo (in the case of default specialists within Wells Fargo, such costs to be calculated using standard market rates), in each case other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of any of its duties under the Indenture; provided that:

(i) with respect to any such claim, Wells Fargo shall have given the Administrator written notice thereof promptly after a Responsible Officer of Wells Fargo shall have actual knowledge thereof; provided , however that failure to give such written notice shall not affect the Trust Estate’s or the Administrator’s obligation to indemnify Wells Fargo, unless such failure materially prejudices the Trust Estate’s or the Administrator’s rights;

(ii) the Administrator may, at its option, assume the defense of any such claim using counsel reasonably satisfactory to the Indenture Trustee; and

(iii) notwithstanding anything in this Indenture to the contrary, the Administrator shall not be liable for settlement of any claim by the Indenture Trustee, as the case may be, entered into without the prior consent of the Administrator, which consent shall not be unreasonably withheld.

No termination of this Indenture, or the resignation or removal of the Indenture Trustee, shall affect the obligations created by this Section 11.7(b) of the Administrator to indemnify the Indenture Trustee under the conditions and to the extent set forth herein.

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The Indenture Trustee agrees fully to perform its duties under this Indenture notwithstanding its failure to receive any payments, reimbursements or indemnifications to Wells Fargo pursuant to this Section 11.7(b) subject to its rights to resign in accordance with the terms of this Indenture.

The Securities Intermediary, the Paying Agent, and the Calculation Agent shall be indemnified by the Issuer pursuant to Section 4.5 and Section 8.6 , and secondarily by the Administrator, in respect of the matters described in Section 4.9 to the same extent as the Indenture Trustee.

The rights and indemnity afforded to the Indenture Trustee under this Section shall apply, mutatis mutandis, to the Calculation Agent, Paying Agent, the Verification Agent or the Indenture Trustee in any other capacity under any Transaction Document.

Neither of the Indenture Trustee nor the Securities Intermediary will have any recourse to any asset of the Issuer or the Trust Estate other than funds available pursuant to Section 4.5 and Section 8.6 or to any Person other than the Issuer (or the Administrator pursuant to this Section 11.7 ). Except as specified in Section 4.5 and Section 8.6 , any such payment to Wells Fargo shall be subordinate to payments to be made to Noteholders.

Anything in this Indenture to the contrary notwithstanding, in no event shall Wells Fargo be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Wells Fargo has been advised of the likelihood of such loss or damage and regardless of the form of action.

The indemnification obligations of this Section 11.7 shall survive the resignation or removal of the Indenture Trustee (in any of its capacities), the Calculation Agent, the Securities Intermediary, the Paying Agent and the Verification Agent, the termination of this Indenture and the payment of the Notes.


Section 11.8.	Corporate Indenture Trustee Required; Eligibility.

There will at all times be an Indenture Trustee hereunder with respect to all Classes of Notes, which will be either a bank or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by a federal or state authority of the United States, and the long-term unsecured debt obligations of which are rated no lower than the third highest applicable rating category from each Note Rating Agency then rating Outstanding Notes if such institution is rated by such Note Rating Agency, as applicable. If such bank or corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 11.8, the combined capital and surplus of such bank or corporation will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Issuer may not, nor may any Person directly or indirectly Controlling, Controlled by, or under common Control with the Issuer, serve as Indenture Trustee. If at any time the Indenture Trustee ceases to be eligible in accordance with the provisions of this Section 11.8, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.


Section 11.9.	Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to this Article will become effective until the acceptance of appointment by the successor Indenture Trustee under Section 11.10 .

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(b) The Indenture Trustee (in all capacities) and Wells Fargo Bank, N.A. (in all capacities) may resign with respect to all, but not less than all, such capacities and all, but not less than all of the Outstanding Notes at any time by giving written notice thereof to the Issuer. If an instrument of acceptance by a successor Indenture Trustee, Calculation Agent, Paying Agent or Securities Intermediary shall not have been delivered to the Indenture Trustee within thirty (30) days after the giving of such notice of resignation, the resigning Indenture Trustee, Calculation Agent, Paying Agent or Securities Intermediary may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary, and all fees, costs and expenses (including without limitation attorney fees and expenses) incurred in connection with such petition shall be paid from the Trust Estate. Written notice of resignation by the Indenture Trustee under this Indenture shall also constitute notice of resignation as Calculation Agent, Securities Intermediary, Paying Agent, Note Registrar and Custodian hereunder, to the extent the Indenture Trustee serves in such a capacity at the time of such resignation.

(c) The Indenture Trustee or Calculation Agent may be removed with respect to all Outstanding Notes at any time by Action of the Majority Noteholders of all Outstanding Notes, delivered to the Indenture Trustee and to the Issuer. Removal of the Indenture Trustee shall also constitute removal of the Calculation Agent, Securities Intermediary and Paying Agent hereunder, to the extent the Indenture Trustee serves in such a capacity at the time of such resignation. If an instrument of acceptance by a successor Indenture Trustee or Calculation Agent shall not have been delivered to the Indenture Trustee within thirty (30) days after the giving of such notice of removal, the Indenture Trustee or Calculation Agent being removed may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee or Calculation Agent, and all fees, costs and expenses (including without limitation attorney fees and expenses) incurred in connection with such petition shall be paid from the Trust Estate.

(d) If at any time:

(i) the Indenture Trustee ceases to be eligible under Section 11.8 and fails to resign after written request therefore by the Issuer or by any Noteholder; or

(ii) the Indenture Trustee becomes incapable of acting with respect to any Series or Class of Notes; or

(iii) the Indenture Trustee is adjudged bankrupt or insolvent or a receiver of the Indenture Trustee or of its property is appointed or any public officer takes charge or Control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (A) the Issuer may remove the Indenture Trustee, or (B) subject to Section 8.9 , any Noteholder who has been a bona fide Noteholder of a Note for at least six (6) months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee, and all fees, costs and expenses (including without limitation attorney fees and expenses) incurred in connection with such petition shall be paid from the Trust Estate.

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Trustee or Calculation Agent, the successor Indenture Trustee or Calculation Agent so appointed will, forthwith upon its acceptance of such appointment, become the successor Indenture Trustee or Calculation Agent and supersede the successor Indenture Trustee or Calculation Agent appointed by the Issuer. If no successor Indenture Trustee or Calculation Agent shall have been so appointed by the Issuer or the Noteholders and accepted appointment in the manner hereinafter provided, any Noteholder who has been a bona fide Noteholder of a Note for at least six (6) months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee or Calculation Agent, and all fees, costs and expenses (including without limitation attorney fees and expenses) incurred in connection with such petition shall be paid from the Trust Estate.

(f) The Issuer will give written notice of each resignation and each removal of the Indenture Trustee and each appointment of a successor Indenture Trustee to each Noteholder as provided in Section 1.7 and to each Note Rating Agency that is then rating Outstanding Notes. To facilitate delivery of such notice, upon request by the Issuer, the Note Registrar shall provide to the Issuer a list of the relevant registered Noteholders. Each notice will include the name of the successor Indenture Trustee and the address of its principal Corporate Trust Office.


Section 11.10.	Acceptance of Appointment by Successor.

Every successor Indenture Trustee appointed hereunder will execute, acknowledge and deliver to the Issuer and to the predecessor Indenture Trustee an instrument accepting such appointment, with a copy to each Note Rating Agency then rating any Outstanding Notes, and thereupon the resignation or removal of the predecessor Indenture Trustee will become effective, and such successor Indenture Trustee, without any further act, deed or conveyance, will become vested with all the rights, powers, trusts and duties of the predecessor Indenture Trustee, Calculation Agent and Paying Agent; but, on request of the Issuer or the successor Indenture Trustee, such predecessor Indenture Trustee will, upon payment of its reasonable charges, if any, execute and deliver an instrument transferring to such successor Indenture Trustee all the rights, powers and trusts of the predecessor Indenture Trustee, Calculation Agent and Paying Agent, and will duly assign, transfer and deliver to such successor Indenture Trustee all property and money held by such predecessor Indenture Trustee hereunder, subject nevertheless to its rights to payment pursuant to Section 11.7 . Upon request of any such successor Indenture Trustee, the Issuer will execute any and all instruments for more fully and certainly vesting in and confirming to such successor Indenture Trustee all such rights, powers and trusts.

No successor Indenture Trustee will accept its appointment unless at the time of such acceptance such successor Indenture Trustee will be qualified and eligible under this Article.


Section 11.11.	Merger, Conversion, Consolidation or Succession to Business.

Any Person into which the Indenture Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Indenture Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Indenture Trustee, will be the successor of the Indenture Trustee hereunder, provided that such Person shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. The Indenture Trustee will give prompt written notice of such merger, conversion, consolidation or succession to the Issuer and each Note Rating Agency that is then rating Outstanding Notes. If any Notes shall have been authenticated, but not delivered, by the Indenture Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Indenture

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Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Indenture Trustee had itself authenticated such Notes.


Section 11.12.	Appointment of Authenticating Agent.

At any time when any of the Notes remain Outstanding the Indenture Trustee, with the approval of the Issuer, may appoint an Authenticating Agent with respect to one or more Series or Classes of Notes which will be authorized to act on behalf of the Indenture Trustee to authenticate Notes of such Series or Classes issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 6.6 , and Notes so authenticated will be entitled to the benefits of this Indenture and will be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Indenture Trustee or an Indenture Trustee Authorized Signatory or to the Indenture Trustee’s Certificate of Authentication, such reference will be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate of Authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will be acceptable to the Issuer and will at all times be a Person organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, subject to supervision or examination by a federal or state authority of the United States. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 11.12, the combined capital and surplus of such Authenticating Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will cease to be eligible in accordance with the provisions of Section 11.12, such Authenticating Agent will resign immediately in the manner and with the effect specified in this Section.

Any Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which such Authenticating Agent will be a party, or any Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will continue to be an Authenticating Agent, provided that such Person will be otherwise eligible under Section 11.12, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the Issuer. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or if at any time such Authenticating Agent ceases to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, may appoint a successor Authenticating Agent which will be acceptable to the Issuer and will give notice to each Noteholder as provided in Section 1.7 . Any successor Authenticating Agent upon acceptance of its appointment hereunder will become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent will be appointed unless eligible under the provisions of this Section.

The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer, the Noteholders or the Administrator from time to time or appointed due to a change in law or other circumstance beyond the Indenture Trustee’s control) reasonable compensation for its services under this Section, out of the Indenture Trustee’s own funds without reimbursement pursuant to this Indenture.

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If an appointment with respect to one or more Classes is made pursuant to this Section, the Notes of such Series or Classes may have endorsed thereon an alternate Certificate of Authentication in the following form:

AUTHENTICATING AGENT’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the Classes designated herein and referred to in the within-mentioned Indenture and Indenture Supplement.


Dated: ______________, 20___	WELLS FARGO BANK, N.A., not in its individual capacity but solely as Indenture Trustee,

By: ____________________________________

as Authenticating Agent

By: ____________________________________

Authorized Officer of Wells Fargo Bank, N.A.


Section 11.13.	Separate Indenture Trustees and Co-Trustees

(a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting legal requirements applicable to it in the performance of its duties hereunder, the Indenture Trustee shall have the power to, and shall execute and deliver all instruments to, appoint one or more Persons to act as separate trustees or co-trustees hereunder, jointly with the Indenture Trustee, of any of the Trust Estate subject to this Indenture, and any such Persons shall be such separate trustee or co-trustee, with such powers and duties consistent with this Indenture as shall be specified in the instrument appointing such Person but without thereby releasing the Indenture Trustee from any of its duties hereunder. If the Indenture Trustee obtains the consent of the Administrative Agent and the Issuer to the retention of any such separate trustee or co-trustee, the Indenture Trustee shall not be responsible for any fees or expenses of any such separate trustee or co-trustee and the separate trustee or co-trustee shall not be an agent of the Indenture Trustee. If the Indenture Trustee shall request the Issuer to do so, the Issuer shall join with the Indenture Trustee in the execution of such instrument, but the Indenture Trustee shall have the power to make such appointment without making such request. A separate trustee or co-trustee appointed pursuant to this Section 11.13 need not meet the eligibility requirements of Section 11.8 .

(b) Every separate trustee and co-trustee shall, to the extent not prohibited by law, be subject to the following terms and conditions:

(i) the rights, powers, duties and obligations conferred or imposed upon such separate or co-trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate or co-trustee jointly, as shall be provided in the appointing instrument, except to the extent that under any law of any jurisdiction in which any particular act is to be performed any nonresident trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate trustee or co-trustee;

(ii) all powers, duties, obligations and rights conferred upon the Indenture Trustee, in respect of the custody of all cash deposited hereunder shall be exercised solely by the Indenture Trustee; and

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(iii) the Indenture Trustee may at any time by written instrument accept the resignation of or remove any such separate trustee or co-trustee, and, upon the request of the Indenture Trustee, the Issuer shall join with the Indenture Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to make effective such resignation or removal, but the Indenture Trustee shall have the power to accept such resignation or to make such removal without making such request. A successor to a separate trustee or co-trustee so resigning or removed may be appointed in the manner otherwise provided herein.

(c) Such separate trustee or co-trustee, upon acceptance of such trust, shall be vested with the estates or property specified in such instrument, jointly with the Indenture Trustee, and the Indenture Trustee shall take such action as may be necessary to provide for (i) the appropriate interest in the Trust Estate to be vested in such separate trustee or co-trustee, (ii) the execution and delivery of any transfer documentation or note powers that may be necessary to give effect to the transfer of the Receivables to the co-trustee. Any separate trustee or co-trustee may, at any time, by written instrument, constitute the Indenture Trustee its agent or attorney in fact with full power and authority, to the extent permitted by law, to do all acts and things and exercise all discretion authorized or permitted by it, for and on behalf of it and in its name. If any separate trustee or co-trustee shall be dissolved, become incapable of acting, resign, be removed or die, all the estates, property, rights, powers, trusts, duties and obligations of said separate trustee or co-trustee, so far as permitted by law, shall vest in and be exercised by the Indenture Trustee, without the appointment of a successor to said separate trustee or co-trustee, until the appointment of a successor to said separate trustee or co-trustee is necessary as provided in this Indenture.

(d) Any notice, request or other writing, by or on behalf of any Noteholder, delivered to the Indenture Trustee shall be deemed to have been delivered to all separate trustees and co-trustees.

(e) Although co-trustees may be jointly liable, no co-trustee or separate trustee shall be severally liable by reason of any act or omission of the Indenture Trustee or any other such trustee hereunder.


Section 11.14.	Representations and Covenants of the Indenture Trustee.

The Indenture Trustee, in its individual capacity and not as Indenture Trustee, represents, warrants and covenants that:

(a) Wells Fargo Bank, N.A. is a national banking association duly organized and validly existing under the laws of the United States;

(b) Wells Fargo Bank, N.A. has full power and authority to deliver and perform this Indenture and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture and other documents to which it is a party; and

(c) each of this Indenture and other Transaction Documents to which Wells Fargo Bank, N.A. is a party has been duly executed and delivered by Wells Fargo Bank, N.A. and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.


Section 11.15.	Indenture Trustee’s Application for Instructions from the Issuer.

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Trustee under and in accordance with this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective, provided that such application shall make specific reference to this Section 11.15 . The Indenture Trustee shall not be liable for any action taken by, or omission of, the Indenture Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than five (5) Business Days after the date the Issuer actually receives such application, unless the Issuer shall have consented in writing to any earlier date) unless prior to taking any such action (or the Closing Date in the case of an omission), the Indenture Trustee shall have received written instructions in response to such application specifying the action be taken or omitted.

Article XII

Amendments and Indenture Supplements


Section 12.1.	Supplemental Indentures and Amendments Without Consent of Noteholders.

(a) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without the consent of the Noteholders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer and the Administrative Agent, and any applicable Derivative Counterparty, and with prior notice to each Note Rating Agency that is then rating any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could not have a material Adverse Effect and is not reasonably expected to have a material Adverse Effect on the Noteholders of the Notes at any time in the future, may amend this Indenture for any of the following purposes:

(i) to evidence the succession of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or

(ii) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer, for the benefit of the Noteholders of the Notes of any or all Series or Classes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series or Classes of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series or Classes); or

(iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or

(iv) to establish any form of Note as provided in Article V, and to provide for the issuance of any Series or Class of Notes as provided in Article VI and to set forth the terms thereof, and/or to add to the rights of the Noteholders of the Notes of any Series or Class; or

(v) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunder; or

(vi) to provide for additional or alternative forms of credit enhancement for any Series or Class of Notes; or

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(vii) to comply with any regulatory, accounting or tax laws; or

(viii) to qualify for “off-balance sheet” treatment under GAAP, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or

(ix) to prevent the Issuer from being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; or

(x) determined by the Administrator and the Administrative Agent to be reasonably necessary to maintain the rating currently assigned by the applicable Note Rating Agency and/or to avoid such Class of Notes being placed on negative watch by such Note Rating Agency; or

(xi) as otherwise provided in the related Indenture Supplement.

(b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables.

(c) Additionally, subject to the terms and conditions of Section 12.2 , unless otherwise provided in the related Indenture Supplement with respect to any amendment of this Indenture or an Indenture Supplement, and in addition to clauses (i) through (xi) above, this Indenture or an Indenture Supplement may also be amended by the Issuer, the Indenture Trustee, the Administrator, the Servicer and the Administrative Agent (in its sole and absolute discretion) without the consent of any of the Noteholders or any other Person, upon delivery of an Issuer Tax Opinion for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders of the Notes under this Indenture or any other Transaction Document; provided , however , that (i) the Issuer shall deliver to the Indenture Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could not have a material Adverse Effect on any Outstanding Notes and is not reasonably expected to have a material Adverse Effect at any time in the future; (ii) (1) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes or (2) if the Administrator and the Administrative Agent determine in their reasonable judgment that an applicable Note Rating Agency no longer provides such written confirmation described in the foregoing clause (1), (a) the Administrator shall provide prior written notice of such amendment to the related Note Rating Agency and (b) the Administrative Agent shall have provided their prior written consent to such amendment and (iii) each Derivative Counterparty shall have consented to such amendment.

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the same criteria, and supported by the same Issuer Tax Opinion, Officer’s Certificate and other applicable deliverables, as applicable, as amendments to the Indenture entered into under Section 12.1(a) , without the consent of together, the Majority Noteholders of all Outstanding Notes that are not Variable Funding Notes and the Series Required Noteholders for each Series of Variable Funding Notes.


Section 12.2.	Supplemental Indentures and Amendments with Consent of Noteholders.

In addition to any amendment permitted pursuant to Section 12.1 , and subject to the terms and provisions of each Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, with prior notice to each Note Rating Agency, the consent of any applicable Derivative Counterparty and the consent of the Series Required Noteholders of each Series materially and adversely affected by such amendment of this Indenture, including any Indenture Supplement, by Act of said Noteholders delivered to the Issuer and the Indenture Trustee, the Issuer, the Administrator, the Servicer, the Administrative Agent and the Indenture Trustee upon delivery of an Issuer Tax Opinion (unless the Noteholders unanimously consent to waive such opinion), may enter into an amendment of this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders of the Notes of each such Series or Class under this Indenture or any Indenture Supplement; provided , however , that no such amendment will, without the consent of the Noteholder of each Outstanding Note materially and adversely affected thereby:

(a) change the scheduled payment date of any payment of interest on any Note held by such Noteholder, or change a Payment Date or Stated Maturity Date of any Note held by such Noteholder;

(b) reduce the Note Balance of, or the Note Interest Rate, Default Supplemental Fee Rate or ERD Supplemental Fee Rate on any Note held by such Noteholder, or change the method of computing the Note Balance or Note Interest Rate in a manner that is adverse to such Noteholder;

(d) reduce the percentage of Noteholders of the Outstanding Notes (or of the Outstanding Notes of any Series or Class), the consent of whose Noteholders is required for any such Amendment, or the consent of whose Noteholders is required for any waiver of compliance with the provisions of this Indenture or any Indenture Supplement or of defaults hereunder or thereunder and their consequences, provided for in this Indenture or any Indenture Supplement;

(e) modify any of the provisions of this Section or Section 8.15, except to increase any percentage of Noteholders required to consent to any such amendment or to provide that other provisions of this Indenture or any Indenture Supplement cannot be modified or waived without the consent of the Noteholder of each Outstanding Note adversely affected thereby;

(f) permit the creation of any lien or other encumbrance on the Collateral that is prior to the lien in favor of the Indenture Trustee for the benefit of the Noteholders of the Notes;

(g) change the method of computing the amount of principal of, or interest on, any Note held by such Noteholder on any date;

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(h) increase any Advance Rates in respect of Notes held by such Noteholder or eliminate or decrease any collateral value exclusions in respect of Notes held by such Noteholder; or

(i) reduce the Target Amortization Amount in respect of any Target Amortization Event applicable to Notes held by such Noteholder.

In addition, any Indenture Supplement may be amended, supplemented or otherwise modified with the consent of each of the Noteholders of the Notes of the related Series and the related Administrative Agent and upon delivery of all opinions and certificates required pursuant to the first paragraph of this Section 12.2 and pursuant to Section 12.3 unless waived by such consenting parties and the Indenture Trustee or as otherwise specified in the applicable Indenture Supplement. The consent of a Person that is an Administrative Agent or a Derivative Counterparty for one or more Series but is not an Administrative Agent or a Derivative Counterparty, as applicable, for any other Series is not required for any amendment, supplement or modification to any such other Series.

An amendment of this Indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Series or Class of Notes, or which modifies the rights of the Noteholders of Notes of such Series or Class with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Noteholders of Notes of any other Series or Class.

It will not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed amendment, but it will be sufficient if such Act will approve the substance thereof.


Section 12.3.	Execution of Amendments.

In executing or accepting the additional trusts created by any amendment or Indenture Supplement of this Indenture permitted by this Article XII or the modifications thereby of the trusts created by this Indenture, the Indenture Trustee will be entitled to receive, and (subject to Section 11.1 ) will be fully protected in relying upon, an Opinion of Counsel stating that the execution of such amendment or Indenture Supplement is authorized or permitted by this Indenture and that all conditions precedent thereto have been satisfied. The Indenture Trustee may, but will not be obligated to, enter into any such amendment or Indenture Supplement which affects the Indenture Trustee’s own rights, duties or immunities under this Indenture or otherwise. No such Opinion of Counsel shall be required in connection with any amendment consented to by all Noteholders and any applicable Derivative Counterparty. The cost of any amendment or Indenture Supplement of this Indenture permitted by this Article XII shall be paid, if requested by the Indenture Trustee on behalf of the Noteholders, from the Trust Estate.


Section 12.4.	Effect of Amendments.

Upon the execution of any amendment of this Indenture or any Indenture Supplement, or any Supplemental indentures under this Article XII , this Indenture and the related Indenture Supplement will be modified in accordance therewith with respect to each Series and Class of Notes affected thereby, or all Notes, as the case may be, and such amendment will form a part of this Indenture and the related Indenture Supplement for all purposes; and every Noteholder of Notes theretofore or thereafter authenticated and delivered hereunder will be bound thereby to the extent provided therein.


Section 12.5.	Reference in Notes to Indenture Supplements.

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Notes authenticated and delivered after the execution of any amendment of this Indenture or any Indenture Supplement or any supplemental indenture pursuant to this Article may, and will if required by the Indenture Trustee, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such amendment or supplemental indenture. If the Issuer so determines, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such amendment or supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.

Article XIII

Early Redemption of Notes


Section 13.1.	Optional Redemption.

(a) Unless otherwise provided in the applicable Indenture Supplement for a Series or Class of Notes, the Issuer has the right, but not the obligation, to redeem a Series or Class of Notes in whole but not in part (unless otherwise provided in the applicable Indenture Supplement for such Series or Class) on a date specified in the applicable Indenture Supplement or any Payment Date on or after the Payment Date on which the aggregate Note Balance (after giving effect to all payments, if any, on that day) of such Series or Class is reduced to less than the percentage of the Initial Note Balance specified in the related Indenture Supplement (the “ Redemption Percentage ”).

If the Issuer, at the direction of the Administrator, elects to redeem Notes of a Series or Class of Notes pursuant to this Section 13.1(a), it will cause the Issuer to notify the Indenture Trustee, each Derivative Counterparty (as applicable, with respect to the related Series of Notes) and the Noteholders of such redemption at least three (3) Business Days prior to the Redemption Payment Date. Unless otherwise specified in the Indenture Supplement applicable to the Notes to be so redeemed, the redemption price of such Notes so redeemed will equal the Redemption Amount, as calculated by the Administrator, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement, if any.

If the Issuer is unable to pay the Redemption Amount in full on the Redemption Payment Date or the Redemption Date, such redemption shall be cancelled, notice of such cancelled redemption shall be sent by the Administrator on behalf of the Issuer to all Secured Parties and payments on such Notes will thereafter continue to be made in accordance with this Indenture and the related Indenture Supplement, and the Noteholders of such Notes and the related Administrative Agent shall continue to hold all rights, powers and options as set forth under this Indenture, until the outstanding Note Balance of such Notes, plus all accrued and unpaid interest and other amounts due in respect of such Notes, is paid in full or the Stated Maturity Date occurs, whichever is earlier, subject to Article VII , Article VIII and the allocations, deposits and payments sections of this Indenture and the related Indenture Supplement.

(b) Unless otherwise specified in the related Indenture Supplement, if the VFN Principal Balance of any Class of VFNs has been reduced to zero, then, upon five (5) Business Days’ prior written notice to the Noteholder thereof, the Issuer may declare such Class no longer Outstanding, in which case the Noteholder thereof shall submit such Class of Note to the Indenture Trustee for cancellation.

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Class of Notes issued pursuant to this Indenture or using funds received in respect of a draw on any Class or Series of Variable Funding Notes on any Business Day after the date on which the related Revolving Period ends, and on any Business Day within three (3) Business Days prior to the end of such Revolving Period or at other times specified in the related Indenture Supplement upon three (3) Business Days’ prior notice to the Indenture Trustee, the Noteholders and any related Derivative Counterparty. Following issuance of the Redemption Notice by the Issuer pursuant to Section 13.2 below, the Issuer shall be required to purchase the entire aggregate Note Balance of such Notes for the Redemption Amount on the date set for such redemption (the “ Redemption Date ”).

(d) Issuer may redeem any Series or Class of Notes, in whole but not in part (unless otherwise provided in the applicable Indenture Supplement), through a Permitted Refinancing, using the proceeds of issuance and sale of a new Series or Class of Notes issued pursuant to this Indenture or using funds received in respect of a draw on any Class or Series of Variable Funding Notes on any other Business Day specified in the related Indenture Supplement.


Section 13.2.	Notice.

(a) Promptly after the occurrence of any optional redemption pursuant to Section 13.1 , the Issuer will notify the Indenture Trustee, each Derivative Counterparty (as applicable, with respect to the related Series of Notes) and each related Note Rating Agency in writing of the identity and Note Balance of the affected Notes to be redeemed.

(b) Notice of redemption (each a “ Redemption Notice ”) will promptly be given as provided in Section 1.7 . All notices of redemption will state (i) the Notes of the Series or Class of Notes to be redeemed pursuant to this Article XIII , (ii) the date on which the redemption of the Notes of such Series or Class of Notes to be redeemed pursuant to this Article will begin, which will be the Redemption Payment Date, and (iii) the redemption price for the Notes. Following delivery of a Redemption Notice by the Issuer, the Issuer shall be required to purchase the entire aggregate Note Balance of the Notes for the related Redemption Amount on the Redemption Date or the Redemption Payment Date, as applicable.

Article XIV

Miscellaneous


Section 14.1.	No Petition.

Each of the Indenture Trustee, the Administrative Agent, the Servicer and the Administrator, by entering into this Indenture, each Derivative Counterparty, each Supplemental Credit Enhancement Provider or Liquidity Provider, as applicable, by accepting its rights as a third party beneficiary hereunder, each Noteholder, by accepting a Note and each Note Owner by accepting a Note or a beneficial interest in a Note agrees that it will not at any time prior to the date which is one year and one day, or, if longer, the applicable preference period then in effect, after the payment in full of all the Notes, institute against the Depositor or the Issuer, or join in any institution against the Depositor or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, this Indenture, any Derivative Counterparty, any Supplemental Credit Enhancement Agreement and any Liquidity Facility; provided , however , that nothing contained herein shall prohibit or otherwise prevent the Indenture Trustee from filing proofs of claim in any such proceeding.

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Section 14.2.	No Recourse.

No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or Owner Trustee in their individual capacities, (ii) any owner of a beneficial ownership interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or “control person” within the meaning of the Securities Act and the Exchange Act of the Indenture Trustee or Owner Trustee in its individual capacity, any holder of a beneficial ownership interest in the Issuer or the Indenture Trustee or Owner Trustee or of any successor or assign of the Indenture Trustee or Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.


Section 14.3.	Tax Treatment.

Notwithstanding anything to the contrary set forth herein, the Issuer has entered into this Indenture with the intention that for United States federal, state and local income and franchise tax purposes the Notes will qualify as indebtedness secured by the Receivables. The Issuer, by entering into this Indenture, each Noteholder, by its acceptance of a Note and each purchaser of a beneficial interest therein, by accepting such beneficial interest, agree to treat such Notes (other than any Retained Note) as debt for United States federal, state and local income and franchise tax purposes, unless otherwise required by Applicable Law in a proceeding of final determination. The Indenture Trustee shall treat the Trust Estate as a security device only. The provisions of this Indenture shall be construed in furtherance of the foregoing intended tax treatment.


Section 14.4.	Alternate Payment Provisions.

Notwithstanding any provision of this Indenture or any of the Notes to the contrary, the Issuer, with the written consent of the Indenture Trustee and the Paying Agent, may enter into any agreement with any Noteholder of a Note providing for a method of payment or notice that is different from the methods provided for in this Indenture for such payments or notices. The Issuer will furnish to the Indenture Trustee and the Paying Agent a copy of each such agreement and the Indenture Trustee and the Paying Agent will cause payments or notices, as applicable, to be made in accordance with such agreements.


Section 14.5.	Termination of Obligations.

The respective obligations and responsibilities of the Indenture Trustee created hereby (other than the obligation of the Indenture Trustee to make payments to Noteholders as hereinafter set forth) shall terminate upon satisfaction and discharge of this Indenture as set forth in Article VII , except with respect to the payment obligations described in Section 14.6(b) . Upon this event, the Indenture Trustee shall release, assign and convey to the Issuer or any of its designees, without recourse, representation or warranty, all of its right, title and interest in the Collateral, whether then existing or thereafter created, all monies due or to become due and all amounts received or receivable with respect thereto (including all moneys then held in any Trust Account) and all proceeds thereof, except for amounts held by the Indenture Trustee pursuant to Section 14.6(b) . The Indenture Trustee shall execute and deliver such instruments of transfer and assignment as shall be provided to it, in each case without recourse, as shall be reasonably requested by the Issuer to vest in the Issuer or any of its designees all right, title and interest which the Indenture Trustee had in the Collateral.

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Section 14.6.	Final Payment.

(a) The Issuer shall give the Indenture Trustee at least three (3) Business Days’ prior written notice of the Payment Date on which the Noteholders of any Series or Class may surrender their Notes for payment of the final payment on and cancellation of such Notes. Not later than the second (2 ^nd ) Business Day prior to the Payment Date on which the final payment in respect of such Series or Class is payable to Noteholders, the Indenture Trustee or the Paying Agent shall provide notice to Noteholders of such Series or Class and each Derivative Counterparty (if applicable) specifying (i) the date upon which final payment of such Series or Class will be made upon presentation and surrender of Notes of such Series or Class at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified. The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders.

(b) Notwithstanding a final payment to the Noteholders of any Series or Class (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Trust Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if such Notes are Definitive Notes. In the event that all such Noteholders shall not surrender their Notes for cancellation within six (6) months after the date specified in the notice from the Indenture Trustee described in clause (a) , the Indenture Trustee shall give a second (2 ^nd ) notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final payment with respect thereto. If within one year after the second (2 ^nd ) notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof (including costs related to giving the second (2 ^nd ) notice) shall be paid out of the funds in the Collection and Funding Account. Subject to applicable laws with respect to escheat of funds, the Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.


Section 14.7.	Derivative Counterparty, Supplemental Credit Enhancement Provider and Liquidity Provider as Third-Party Beneficiaries.

Each Derivative Counterparty, Supplemental Credit Enhancement Provider and Liquidity Provider (for purposes of Section 11.7 ) is a third-party beneficiary of this Indenture to the extent specified herein or in the applicable Derivative Agreement, Supplemental Credit Enhancement Agreement or Liquidity Facility.


Section 14.8.	Owner Trustee Limitation of Liability.

It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of the Issuer under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking and agreement by Wilmington Trust, National Association but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under

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the parties hereto and (d) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or the other Transaction Documents.


Section 14.9.	Communications with Note Rating Agencies.

If the Notes issued hereunder are rated by a Note Rating Agency and if Servicer, the Administrative Agent or the Indenture Trustee shall receive any written or oral communication from any Note Rating Agency (or any of the respective officers, directors or employees of any Note Rating Agency) with respect to the transactions contemplated hereby or under the Transaction Documents or in any way relating to the Notes, the Servicer, the Administrative Agent and the Indenture Trustee agree to refrain from communicating with such Note Rating Agency and to promptly notify the Administrator of such communication; provided, however, that if the Servicer, the Administrative Agent or the Indenture Trustee receives an oral communication from a Note Rating Agency, the Servicer, the Administrative Agent or the Indenture Trustee, as the case may be, is authorized to refer such Note Rating Agency to the Administrator, who will respond to such oral communication. At the written request of the Administrator, the Servicer, the Administrative Agent and the Indenture Trustee agree to cooperate with the Administrator to provide certain information to the Administrator that may be reasonably required by a Note Rating Agency to rate or to perform ratings surveillance on the Notes, and acknowledge and agree that the Administrator shall be permitted, in turn, to provide such information to the Note Rating Agencies at the internet address designated by the Administrator (or any replacement therefor identified by the Administrator); provided, that the Servicer, the Administrative Agent and the Indenture Trustee shall only be required to provide such information that is reasonably available to such party at the time of request. Notwithstanding any other provision of this Indenture or the other Transaction Documents, under no circumstances shall the Servicer, the Administrative Agent or the Indenture Trustee be required to participate in telephone conversations or other oral communications with a Note Rating Agency, nor shall the Servicer, the Administrative Agent or the Indenture Trustee be prohibited from communicating with any nationally recognized statistical rating organization about matters other than the Notes or the transactions contemplated hereby or by the Transaction Documents. Furthermore for the avoidance of doubt, the Indenture Trustee may make statements to Noteholders available on its website (as contemplated by Section 3.5(a) hereof), and such action is not prohibited by this Section 14.9.


Section 14.10.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions.

(a) Notwithstanding anything to the contrary in this Indenture, any other Transaction Documents or in any other agreement, arrangement or understanding among the parties to the Transaction Documents, each party hereto hereby acknowledges that any liability of any EEA Financial Institution arising under this Indenture or any other Transaction Documents, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(ii) the effects of any Bail-In Action on any such liability, including, if applicable:

(A) a reduction in full or in part or cancellation of any such liability;

158

(C) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written.

DITECH AGENCY ADVANCE TRUST, as Issuer

By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee

By: /s/ Dorri Costello

Name: Dorri Costello

Title: Vice President

[Signatures continue]

159

WELLS FARGO BANK, N.A. , as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary

By: /s/ Graham M. Oglesby

Name: Graham M. Oglesby

Title: Vice President

[Signatures continue]

[Ditech Agency Advance Trust - Signature Page to Indenture]

DITECH FINANCIAL LLC,
as Servicer and as Administrator

By: /s/ Cheryl A. Collins

Name: Cheryl A. Collins

Title: Senior Vice President and Treasurer

[Signatures continue]

[Ditech Agency Advance Trust - Signature Page to Indenture]

CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC,
as Administrative Agent

By: /s/ Margaret Dellafera

Name: Margaret Dellafera

Title: Vice President

[End of signatures]

[Ditech Agency Advance Trust - Signature Page to Indenture]

Schedule 1

List of Designated Servicing Agreements



Agency	Servicing Agreement	Portfolio	Seller / Servicer #	Transfer Dates
Fannie Mae	Mortgage Selling and Servicing Contract between FNMA and Green Tree Servicing LLC dated March 8, 2005 and the related Addendum dated March 23, 2005	Ditech Financial LLC	The Servicing Agreements of Ditech Financial LLC related to the Pool(s) of Mortgage Loans subject to the Fannie Mae Acknowledgment serviced for Fannie Mae under Seller/Servicer Number 261840006, which Pools(s) consist of Mortgage Loans with an aggregate unpaid principal balance of $14,071,700,279 and include 85,216 Mortgage Loans as of October 31, 2017.	N/A
Fannie Mae	Mortgage Selling and Servicing Contract between FNMA and Green Tree Servicing LLC dated March 8, 2005 and the related Addendum dated March 23, 2005	Option One	The Servicing Agreements of Ditech Financial LLC related to the Pool(s) of Mortgage Loans subject to the Fannie Mae Acknowledgment serviced for Fannie Mae under Seller/Servicer Number 261840022, which Pools(s) consist of Mortgage Loans with an aggregate unpaid principal balance of $63,312,674 and include 556 Mortgage Loans as of October 31, 2017.	7/1/2008
Fannie Mae	Mortgage Selling and Servicing Contract between FNMA and Green Tree Servicing LLC dated March 8, 2005 and the related Addendum dated March 23, 2005	National City Mortgage	The Servicing Agreements of Ditech Financial LLC related to the Pool(s) of Mortgage Loans subject to the Fannie Mae Acknowledgment serviced for Fannie Mae under Seller/Servicer Number 261840057, which Pools(s) consist of Mortgage Loans with an aggregate unpaid principal balance of $1,195,596,773 and include 8,369 Mortgage Loans as of October 31, 2017.	11/1/2009

Schedule 1-1



Fannie Mae	Mortgage Selling and Servicing Contract between FNMA and Green Tree Servicing LLC dated March 8, 2005 and the related Addendum dated March 23, 2005	Franklin Bank	The Servicing Agreements of Ditech Financial LLC related to the Pool(s) of Mortgage Loans subject to the Fannie Mae Acknowledgment serviced for Fannie Mae under Seller/Servicer Number 261840065, which Pools(s) consist of Mortgage Loans with an aggregate unpaid principal balance of $86,598,389 and include 1,132 Mortgage Loans as of October 31, 2017.	12/1/2009
Fannie Mae	Mortgage Selling and Servicing Contract between FNMA and Green Tree Servicing LLC dated March 8, 2005 and the related Addendum dated March 23, 2005	Flagstar Bank	The Servicing Agreements of Ditech Financial LLC related to the Pool(s) of Mortgage Loans subject to the Fannie Mae Acknowledgment serviced for Fannie Mae under Seller/Servicer Number 261840103, which Pools(s) consist of Mortgage Loans with an aggregate unpaid principal balance of $563,350,682 and include 6,718 Mortgage Loans as of October 31, 2017.	1/1/2013
Fannie Mae	Mortgage Selling and Servicing Contract between FNMA and Green Tree Servicing LLC dated March 8, 2005 and the related Addendum dated March 23, 2005	Bank of America, NA	The Servicing Agreements of Ditech Financial LLC related to the Pool(s) of Mortgage Loans subject to the Fannie Mae Acknowledgment serviced for Fannie Mae under Seller/Servicer Number 261840154, which Pools(s) consist of Mortgage Loans with an aggregate unpaid principal balance of $13,714,853,623 and include 134,600 Mortgage Loans as of October 31, 2017.	4/1/2013; 5/1/2013; 6/1/2013; 9/1/2013; 11/1/2013; 12/1/2013
Fannie Mae	Mortgage Selling and Servicing Contract between FNMA and Green Tree Servicing LLC dated March 8, 2005 and the related Addendum dated March 23, 2005	EverBank	The Servicing Agreements of Ditech Financial LLC related to the Pool(s) of Mortgage Loans subject to the Fannie Mae Acknowledgment serviced for Fannie Mae under Seller/Servicer Number 261840235, which Pools(s) consist of Mortgage Loans with an aggregate unpaid principal balance of $3,091,646,857 and include 26,753 Mortgage Loans as of October 31, 2017.	5/1/2014

Schedule 1-2



Fannie Mae	Mortgage Selling and Servicing Contract between FNMA and Green Tree Servicing LLC dated March 8, 2005 and the related Addendum dated March 23, 2005	Quicken Loans	The Servicing Agreements of Ditech Financial LLC related to the Pool(s) of Mortgage Loans subject to the Fannie Mae Acknowledgment serviced for Fannie Mae under Seller/Servicer Number 261840170, which Pools(s) consist of Mortgage Loans with an aggregate unpaid principal balance of $83,409,725 and include 1,497 Mortgage Loans as of October 31, 2017.	3/1/2013; 4/1/2013; 5/1/2013; 6/1/2013; 7/1/2013; 8/1/2013; 9/1/2013, 10/1/2013; 11/1/2013; 12/1/2013; 1/1/2014; 2/1/2014; 3/1/2014; 4/1/2014;
Fannie Mae	Mortgage Selling and Servicing Contract between FNMA and Green Tree Servicing LLC dated March 8, 2005 and the related Addendum dated March 23, 2005	JP Morgan Chase Bank, NA	The Servicing Agreements of Ditech Financial LLC related to the Pool(s) of Mortgage Loans subject to the Fannie Mae Acknowledgment serviced for Fannie Mae under Seller/Servicer Number 261840189, which Pools(s) consist of Mortgage Loans with an aggregate unpaid principal balance of $83,409,725 and include 1,497 Mortgage Loans as of October 31, 2017.	4/1/2013
Fannie Mae	Mortgage Selling and Servicing Contract between FNMA and Green Tree Servicing LLC dated March 8, 2005 and the related Addendum dated March 23, 2005	Security One Lending	The Servicing Agreements of Ditech Financial LLC related to the Pool(s) of Mortgage Loans subject to the Fannie Mae Acknowledgment serviced for Fannie Mae under Seller/Servicer Number 261840219, which Pools(s) consist of Mortgage Loans with an aggregate unpaid principal balance of $83,409,725 and include 1,497 Mortgage Loans as of October 31, 2017.	10/1/2013
Fannie Mae	Mortgage Selling and Servicing Contract between FNMA and Green Tree Servicing LLC dated March 8, 2005 and the related Addendum dated March 23, 2005	Flagstar Bank	The Servicing Agreements of Ditech Financial LLC related to the Pool(s) of Mortgage Loans subject to the Fannie Mae Acknowledgment serviced for Fannie Mae under Seller/Servicer Number 261840227, which Pools(s) consist of Mortgage Loans with an aggregate unpaid principal balance of $83,409,725 and include 1,497 Mortgage Loans as of October 31, 2017.	4/1/2015

Schedule 1-3



Fannie Mae	Mortgage Selling and Servicing Contract between FNMA and Green Tree Servicing LLC dated March 8, 2005 and the related Addendum dated March 23, 2005	Citi Mortgage, Inc.	The Servicing Agreements of Ditech Financial LLC related to the Pool(s) of Mortgage Loans subject to the Fannie Mae Acknowledgment serviced for Fannie Mae under Seller/Servicer Number 261840278, which Pools(s) consist of Mortgage Loans with an aggregate unpaid principal balance of $83,409,725 and include 1,497 Mortgage Loans as of October 31, 2017.	4/1/2014; 6/1/2014; 9/1/2014; 2/1/2015
Fannie Mae	Mortgage Selling and Servicing Contract between FNMA and Green Tree Servicing LLC dated March 8, 2005 and the related Addendum dated March 23, 2005	Citi Mortgage, Inc.	The Servicing Agreements of Ditech Financial LLC related to the Pool(s) of Mortgage Loans subject to the Fannie Mae Acknowledgment serviced for Fannie Mae under Seller/Servicer Number 261840286, which Pools(s) consist of Mortgage Loans with an aggregate unpaid principal balance of $83,409,725 and include 1,497 Mortgage Loans as of October 31, 2017.	4/1/2014; 6/1/2014; 9/1/2014; 2/1/2015
Fannie Mae	Mortgage Selling and Servicing Contract between FNMA and Green Tree Servicing LLC dated March 8, 2005 and the related Addendum dated March 23, 2005	Citi Mortgage, Inc.	The Servicing Agreements of Ditech Financial LLC related to the Pool(s) of Mortgage Loans subject to the Fannie Mae Acknowledgment serviced for Fannie Mae under Seller/Servicer Number 261840294, which Pools(s) consist of Mortgage Loans with an aggregate unpaid principal balance of $83,409,725 and include 1,497 Mortgage Loans as of October 31, 2017.	4/1/2014; 6/1/2014; 9/1/2014; 2/1/2015
Fannie Mae	Mortgage Selling and Servicing Contract between FNMA and Green Tree Servicing LLC dated March 8, 2005 and the related Addendum dated March 23, 2005	Citi Mortgage, Inc.	The Servicing Agreements of Ditech Financial LLC related to the Pool(s) of Mortgage Loans subject to the Fannie Mae Acknowledgment serviced for Fannie Mae under Seller/Servicer Number 261840308, which Pools(s) consist of Mortgage Loans with an aggregate unpaid principal balance of $83,409,725 and include 1,497 Mortgage Loans as of October 31, 2017.	4/1/2014; 6/1/2014; 9/1/2014; 2/1/2015

Schedule 1-4

Schedule 2

Wire Instructions

TRANSACTION PARTIES:

If to the Administrator or Servicer:

Name of Bank: Wells Fargo Bank, N.A.

ABA Number of Bank: 121000248

Name of Account: Ditech Financial LLC

Account Number at Bank: 4838744001

If to Credit Suisse First Boston Mortgage Capital LLC, as Administrative Agent

Name of Bank: Bank of New York

ABA Number of Bank: 021000018

Name of Account: Credit Suisse Mortgage Capital

Account Number: 8901149543

If to the Owner Trustee:

Name of Bank: M&T Trust Co./Wilmington Trust Co.

ABA Number of Bank: 031100092

Name of Account: Ditech Agency Advance Tr

Account Number at Bank: 127818-000

If to the Verification Agent:

Name of Bank: Signature Bank

City/State of Bank: 261 Madison Avenue, NY, NY 10017

ABA Number of Bank: 026013576

Account Number at Bank: 1501395524

Ref: 101835

TRUST ACCOUNTS:

If to the Collection and Funding Account:

Name of Bank: Wells Fargo Bank, N.A.

ABA Number of Bank: 121000248

Name of Account: Corporate Trust Clearing

Account Number at Bank: 397 077 1416

For Further Credit To: 49309001

If to the Fee Accumulation Account:

Name of Bank: Wells Fargo Bank, N.A.

ABA Number of Bank: 121000248

Name of Account: Corporate Trust Clearing

Account Number at Bank: 397 077 1416

For Further Credit To: 49309004

Schedule 2-1

If to the Interest Accumulation Account:

Name of Bank: Wells Fargo Bank, N.A.

ABA Number of Bank: 121000248

Name of Account: Corporate Trust Clearing

Account Number at Bank: 397 077 1416

For Further Credit To: 49309002

If to the Target Amortization Principal Accumulation Account:

Name of Bank: Wells Fargo Bank, N.A.

ABA Number of Bank: 121000248

Name of Account: Corporate Trust Clearing

Account Number at Bank: 397 077 1416

For Further Credit To: 49309003

If to the Note Payment Account:

Name of Bank: Wells Fargo Bank, N.A.

ABA Number of Bank: 121000248

Name of Account: Corporate Trust Clearing

Account Number at Bank: 397 077 1416

For Further Credit To: 49309000

If to the Delinquency Advance Disbursement Account:

Name of Bank: Wells Fargo Bank, N.A.

ABA Number of Bank: 121000248

Name of Account: Corporate Trust Clearing

Account Number at Bank: 397 077 1416

For Further Credit To: 49309005

Schedule 2-2

Exhibit A-1

FORM OF GLOBAL RULE 144A NOTE

Class [ ] Note [Initial Note Balance: $[ ]]

Note Number: [ ] [Maximum VFN Principal Balance: $[ ]]

THE OUTSTANDING NOTE BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE [MAXIMUM VFN PRINCIPAL BALANCE] [INITIAL NOTE BALANCE] SHOWN ON THE FACE HEREOF.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ 1933 ACT ”), OR ANY STATE SECURITIES LAWS. THE ISSUER HAS NOT AGREED TO REGISTER THE NOTES UNDER THE 1933 ACT, TO QUALIFY THE NOTES UNDER THE SECURITIES LAWS OF ANY STATE OR TO PROVIDE REGISTRATION RIGHTS TO ANY NOTEHOLDER.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE ONLY (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) FOR SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE 1933 ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (C) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, IN EACH CASE IN COMPLIANCE WITH THE REQUIREMENTS OF THE INDENTURE AND APPLICABLE STATE SECURITIES LAWS.

[FOR CLASS 1 SPECIFIED NOTES ONLY] [NO TRANSFER OF A BENEFICIAL INTEREST IN A SPECIFIED NOTE WILL BE EFFECTIVE, AND ANY SUCH TRANSFER WILL BE VOID AB INITIO, UNLESS THE PROSPECTIVE TRANSFEREE PROVIDES CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS IN WRITING TO THE INDENTURE TRUSTEE AND NOTE REGISTRAR AS PROVIDED IN SECTION 6.5(M) OF THE INDENTURE. EACH PROSPECTIVE TRANSFEREE OF A BENEFICIAL INTEREST IN A SPECIFIED NOTE WILL BE DEEMED TO MAKE SUCH REPRESENTATIONS BY ITS ACCEPTANCE OF SUCH BENEFICIAL INTEREST.]

[FOR ANY NOTE THAT IS NOT A SPECIFIED NOTE UNLESS OTHERWISE SPECIFIED IN THE RELATED INDENTURE SUPPLEMENT] [EACH HOLDER OF THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN SHALL BE DEEMED TO REPRESENT THAT EITHER (I) IT IS NOT, AND IS NOT ACQUIRING, HOLDING

Exhibit A-1-1

OR TRANSFERRING THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN ON BEHALF OF, OR USING THE ASSETS OF, ANY “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ ERISA ”) OR ANY PLAN AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “ CODE ”), AN ENTITY THAT IS DEEMED TO HOLD THE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN PURSUANT TO 29 CFR SECTION 2510-3.101 AS MODIFIED BY SECTION 3(42) OF ERISA (THE “ PLAN ASSET REGULATIONS ”), WHICH EMPLOYEE BENEFIT PLAN, PLAN OR ENTITY IS SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE, (EACH, A “ PLAN ”), OR A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR OTHER LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“ SIMILAR LAW ”) OR (II)(A) THIS NOTE IS RATED AT LEAST INVESTMENT GRADE AS OF THE DATE OF PURCHASE OR TRANSFER, IT BELIEVES THAT THIS NOTE IS PROPERLY TREATED AS INDEBTEDNESS WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATIONS AND AGREES TO SO TREAT THIS NOTE AND (B) THE TRANSFEREE’S ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN WILL SATISFY THE REQUIREMENTS OF PROHIBITED TRANSACTION CLASS EXEMPTION (“ PTCE ”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 OR THE STATUTORY PROHIBITED TRANSACTION EXEMPTION FOR SERVICE PROVIDERS SET FORTH IN SECTION 408(b)(17) OF ERISA AND SECTION 4975(d)(20) OF THE CODE OR ANY SIMILAR CLASS OR STATUTORY EXEMPTION AND WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR, IN THE CASE OF A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN SUBJECT TO SIMILAR LAW, WILL NOT VIOLATE ANY SIMILAR LAW.] [FOR A CLASS 1 SPECIFIED NOTE UNLESS OTHERWISE SPECIFIED IN THE RELATED INDENTURE SUPPLEMENT] [EACH HOLDER OF THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN SHALL BE DEEMED TO REPRESENT THAT IT IS NOT, AND IS NOT ACQUIRING, HOLDING OR TRANSFERRING THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN ON BEHALF OF, OR USING ASSETS OF, AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA, A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE CODE, AN ENTITY WHICH IS DEEMED TO HOLD THE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN PURSUANT TO 29 C.F.R. SECTION 2510.3-101 AS MODIFIED BY SECTION 3(42) OF ERISA, WHICH EMPLOYEE BENEFIT PLAN, PLAN OR ENTITY IS SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE, OR A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN WHICH IS SUBJECT TO ANY SIMILAR LAW.]

THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN RESTRICTIONS AND CONDITIONS SET FORTH IN SECTION 6.5 OF THE BASE INDENTURE [AND SECTION [ ] OF THE RELATED INDENTURE SUPPLEMENT] UNDER WHICH THIS NOTE IS ISSUED (A COPY OF WHICH IS AVAILABLE FROM THE ISSUER UPON REQUEST). EACH TRANSFEREE OF THIS NOTE SHALL PROVIDE THE NOTE

Exhibit A-1-2

REGISTRAR AND THE ISSUER THE CERTIFICATION REQUIRED BY SECTION 6.5(i) [FOR CLASS 1 SPECIFIED NOTES ONLY] [AND SECTION 6.5(m)] OF THE BASE INDENTURE AND THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN MAY BE TRANSFERRED IN AN OFF-SHORE TRANSACTION AS DEFINED IN REGULATION S OF THE 1933 ACT TO A PERSON WHO IS NOT ANY TIME A U.S. PERSON AS DEFINED BY REGULATION S OF THE 1933 ACT AND WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN A REGULATION S NOTE OR (IN CERTAIN LIMITED CIRCUMSTANCES) A DEFINITIVE NOTE ONLY (IN THE CASE OF AN INTEREST IN A REGULATION S GLOBAL NOTE) IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN SECTION 6.5 OF THE BASE INDENTURE AND (IN THE CASE OF A DEFINITIVE NOTE) UPON RECEIPT BY THE NOTE REGISTRAR AND INDENTURE TRUSTEE OF SUCH CERTIFICATION. PRIOR TO PURCHASING THIS NOTE, PROSPECTIVE PURCHASERS SHOULD CONSULT WITH COUNSEL WITH RESPECT TO THE AVAILABILITY AND CONDITIONS OF EXEMPTIONS FROM THE RESTRICTIONS ON RESALE OR TRANSFER.

THIS NOTE IS A LIMITED RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED TO RIGHT OF PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST ESTATE AS PROVIDED IN THE INDENTURE. THE ISSUER IS NOT PERSONALLY LIABLE FOR PAYMENTS ON THIS NOTE. THIS NOTE DOES NOT EVIDENCE AN OBLIGATION OF OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE SERVICER, THE INDENTURE TRUSTEE, THE CALCULATION AGENT, THE PAYING AGENT, THE SECURITIES INTERMEDIARY, THE ADMINISTRATOR OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“ DTC ”) TO THE NOTE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Exhibit A-1-3

DITECH AGENCY ADVANCE TRUST

ADVANCE RECEIVABLES BACKED NOTES, SERIES [ ]

CLASS [ ] NOTE

Ditech Agency Advance Trust, a Delaware statutory trust (the “ Issuer ”), for value received, hereby promises to pay to [], or registered assigns (the “ Noteholder ”), [interest, fees and principal as provided in the Indenture] [the principal sum of [] ($[]), or such part thereof as may be advanced and outstanding hereunder and to pay interest on such principal sum or such part thereof as shall remain unpaid from time to time, at the rate and at the times provided in the Indenture] [and to pay any fees in connection therewith from time to time in the amounts and at the times provided in the Indenture].

Principal of this Note is payable on each applicable [Interim Payment Date and] Payment Date as set forth in Section[s] [4.4] and 4.5 of the Base Indenture and Section [ ] of the [Series Name] Indenture Supplement. The outstanding Note Balance of this Note bears interest at the applicable Note Interest Rate as set forth in the Indenture. On each applicable [Interim Payment Date and] Payment Date, in accordance with the terms and provisions of the Indenture, interest on this Note will be paid as set forth in Section[s] [4.4] and 4.5 of the Base Indenture and Section [ ] of the [Series Name] Indenture Supplement.

Capitalized terms used but not defined herein have the meanings set forth in the Indenture, (as may be amended from time to time, the “ Base Indenture ”), dated as of February 9, 2018, and effective as of February 12, 2018, among the Issuer, Wells Fargo Bank, N.A., a national banking association, as indenture trustee (the “ Indenture Trustee ”), as calculation agent (the “ Calculation Agent ”), as paying agent (the “ Paying Agent ”) and as securities intermediary (the “ Securities Intermediary ”), Ditech Financial LLC, a Delaware limited liability company (“ Ditech ”), as Administrator on behalf of the Issuer (the “ Administrator ”), and as Servicer (the “ Servicer ”) under the Designated Servicing Agreements, and Credit Suisse First Boston Mortgage Capital LLC (“ Credit Suisse ”), as Administrative Agent (the “ Administrative Agent ”), and an Indenture Supplement (the “ [Insert Series Name] Indenture Supplement ” and together with the Base Indenture, the “ Indenture ”), dated as of [______________], 20[__], by and among [insert parties to Indenture Supplement].

[In the event of a VFN Principal Balance increase funded by the Noteholders, the Noteholder of this Note shall, and is hereby authorized to, record on the schedule attached to this Note the date and amount of any VFN Principal Balance increase funded by it, and each repayment thereof; provided, that failure to make any such recordation on such schedule or any error in such schedule shall not adversely affect any Noteholder’s rights with respect to the VFN Principal Balance and its right to receive interest payments in respect thereof.]

[By its acceptance of this Note, each Noteholder covenants and agrees, until the termination of the Revolving Period, on each Funding Date to advance amounts in respect of any VFN Principal Balance increase hereunder to the Issuer, subject to and in accordance with the terms of the Indenture and that certain Note Purchase Agreement (the “ Note Purchase Agreement ”), dated as of [______________], 20[__], by and among [insert parties to Note Purchase Agreement]].

Exhibit A-1-4

[In the event of a payment of all or a portion of the Note Balance of this Note, in accordance with the terms and provisions of the Indenture, the Noteholder thereof shall, and is hereby authorized to, record on the schedule attached to this Note the date and amount of the Outstanding Note Balance of this Note following such payment.]

Absent manifest error, the [Note] [VFN Principal] Balance of each Note as set forth in the notations made by the related Noteholder on such Note shall be binding upon the Indenture Trustee, the Note Registrar and the Issuer; provided, that failure by a Noteholder to make such recordation on its Note or any error in such notation shall not adversely affect any Noteholder’s rights with respect to the [Note] [VFN Principal] Balance of its Note and such Noteholder’s right to receive payments in respect of principal and interest in respect thereof.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

The statements in the legend set forth above are an integral part of the terms of this Note and by acceptance hereof each Holder of this Note agrees to be subject to and bound by the terms and provisions set forth in such legend.

This Note is a Rule 144A Global Note deposited with DTC acting as Depository, and registered in the name of Cede & Co., a nominee of DTC, and Cede & Co., as holder of record of this Note, shall be entitled to receive payments of principal and interest, other than principal and interest due at the maturity date, by wire transfer of immediately available funds.

The statements in the legend relating to DTC set forth above are an integral part of the terms of this Note and by acceptance thereof each holder of this Note agrees to be subject to and bound by the terms and provisions set forth in such legend, if any.

Unless the certificate of authentication hereon shall have been executed by an Authorized Signatory of the Indenture Trustee and, if an Authenticating Agent has been appointed by the Indenture Trustee pursuant to Section 11.12 of the Base Indenture, such Authenticating Agent by manual signature, this Note shall not entitle the Noteholder hereof to any benefit under the Indenture and/or be valid for any purpose.

THIS NOTE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS NOTE, THE RELATIONSHIP OF THE PARTIES HEREUNDER, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICT OF LAW PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Exhibit A-1-5

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by an Issuer Authorized Officer, as of the date set forth below.

Date:__________, 2018

DITECH AGENCY ADVANCE TRUST

By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee

By:______________________________________

Issuer Authorized Officer

Exhibit A-1-6

[INDENTURE TRUSTEE’S

CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the Class designated herein and referred to in the within-mentioned Indenture.

Date:__________, 2018

WELLS FARGO BANK, N.A., not in its individual

capacity but solely as Indenture Trustee

By:____________________________________

Title: Authorized Signatory of Indenture Trustee]

[AUTHENTICATING AGENT’S

CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the Class designated herein and referred to in the within-mentioned Indenture.

Date:__________, 2018

___________________________________________

as Authenticating Agent

By:__________________________________

Title: Authorized Signatory of Authenticating Agent]

Exhibit A-1-7

[REVERSE OF NOTE]

This Note is one of the duly authorized Class [ ] Notes of the Issuer, designated as its Ditech Agency Advance Trust Advance Receivables Backed Notes, Series [ ], Class [ ] (herein called the “ Class [__] Notes ”), all issued under the Indenture. Reference is hereby made to the Indenture for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Securities Intermediary and the Holders of the Notes. To the extent that any provision of this Note contradicts or is inconsistent with the provisions of the Indenture, the provisions of the Indenture shall control and supersede such contradictory or inconsistent provision herein. The Notes are subject to all terms of the Indenture.

The payments on the Class [ ] Notes are [senior to the Class [ ] Notes, the Class [ ] Notes and the Class [ ] Notes][, and subordinate to the Class [ ] Notes, the Class [] Notes and the Class [ ] Notes], as and to the extent provided in the Indenture.

The principal of and interest and fees on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied in accordance with the Indenture.

The entire unpaid principal amount and all accrued and unpaid interest and fees of this Note shall be due and payable on the earlier of (i) any Redemption Payment Date as set forth in Section 13.1 of the Indenture [or in Section [ ] of the [Series Name] Indenture Supplement] and (ii) the Stated Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount and all accrued and unpaid interest of the Notes shall be immediately due and payable on the date on which an Event of Default of the kind specified in clause (d) or (e) of Section 8.1 of the Base Indenture occurs, and, if any other Event of Default occurs and is continuing, then and in each and every such case, either the Indenture Trustee or the requisite percentage of Noteholders of each Series, by notice in writing to the Issuer (and to the Indenture Trustee if given by the Holders), may declare all Notes to be immediately due and payable in the manner provided in the Indenture. All applicable principal payments on the Notes shall be made to the Holders of the Notes entitled thereto in accordance with the terms of the Indenture.

The Trust Estate secures this Class [ ] Note and all other Class [ ] Notes equally and ratably without prejudice, priority or distinction between any Class [ ] Note and any other Class [ ] Note. The Notes are limited recourse obligations of the Issuer and are limited in right of payment to amounts available from the Trust Estate, as provided in the Indenture. The Issuer shall not otherwise be liable for payments on the Notes, and none of the owners, agents, officers, directors, employees, or successors or assigns of the Issuer shall be personally liable for any amounts payable, or performance due, under the Notes or the Indenture.

Any payment of interest or principal on this Note shall be paid on the applicable [Interim Payment Date and] Payment Date as set forth in the Indenture to the Person in whose name this Note (or one or more predecessor Notes) is registered in the Note Register as of the close of business on the related Record Date by wire transfer in immediately available funds to the account specified

Exhibit A-1-8

in writing by the related Noteholder to the extent provided by the Indenture and otherwise by check mailed to the Noteholder.

[Any reduction in the Note Balance of this Note (or any one or more predecessor Notes) effected by any payments made on any applicable [Interim Payment Date and] Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.]

[Any reduction in the Maximum VFN Principal Balance or the VFN Principal Balance, as the case may be, of this Class [ ] Note (or any one or more predecessor Notes) effected by any payments made with respect thereto or otherwise pursuant to the terms of the Indenture shall be binding upon all future Holders of this Class [ ] Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. Any VFN Principal Balance increase of this Class [ ] Note (or any one or more predecessor Notes) effected by payments to the Issuer shall be binding upon the Issuer and shall inure to the benefit of all future Holders of this Class [ ] Note and of any Note issued upon the registration of transfer hereof or exchange hereof or in lieu hereof, whether or not noted hereon.]

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in the form attached hereto duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Securities Transfer Agent’s Medallion Program (“ STAMP ”), and thereupon one or more new Notes of authorized denominations and in the same [aggregate principal amount] [VFN Principal Balance] will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the Issuer may require the Noteholder to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Noteholder, by acceptance of a Note or a beneficial ownership interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or Owner Trustee in their individual capacities, (ii) any owner of a beneficial ownership interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or “control person” within the meaning of the 1933 Act and the Securities Exchange Act of 1934, as amended, of the Indenture Trustee or Owner Trustee in its individual capacity, any holder of a beneficial ownership interest in the Issuer or the Indenture Trustee or Owner Trustee or of any successor or assign of the Indenture Trustee or Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Exhibit A-1-9

Each Noteholder, by accepting a Note and each Note Owner by accepting a Note or a beneficial interest in a Note agrees that it will not at any time prior to the date which is one year and one day, or, if longer, the applicable preference period then in effect, after the payment in full of all the Notes, institute against Ditech Agency Advance Depositor LLC (the “ Depositor ”) or the Issuer, or join in any institution against the Depositor or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, this Indenture, any Supplemental Credit Enhancement Agreement, any Derivative Agreement and any Liquidity Facility.

The Issuer has entered into the Indenture and this Note is issued with the intention that, for United States federal, state and local income and franchise tax purposes, the Notes will qualify as indebtedness secured by the Receivables. Each Noteholder, by its acceptance of a Note, and each purchaser of a beneficial interest therein, by accepting such beneficial interest, agrees to treat such Notes as debt for United States federal, state and local income and franchise tax purposes, unless otherwise required by Applicable Law in a proceeding of final determination.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee, the Note Registrar, the Paying Agent and any agent of the Issuer, the Note Registrar, the Paying Agent or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Indenture Trustee, the Note Registrar, the Paying Agent or any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer or other parties thereto and the rights of the Holders of the Notes under the Indenture at any time pursuant to the terms and provisions of Article XII of the Base Indenture and Section [ ] of the [Series Name] Indenture Supplement. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Notes or a particular Class of Notes, on behalf of all of the Noteholders, or the Administrative Agent, as applicable, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of any Noteholder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

Exhibit A-1-10

such payment, and such right will not be impaired without the consent of the Holder; provided, however, that notwithstanding any other provision of the Indenture to the contrary, the obligation to pay principal of or interest on this Note or any other amount payable to the Holder will be without recourse to the Receivables Seller, the Depositor, the Administrator, the Servicer, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Securities Intermediary or any Affiliate (other than the Issuer), officer, employee or director of any of them, and the obligation of the Issuer to pay principal of or interest on this Note or any other amount payable to the Holder will be limited to amounts available from the Trust Estate and subject to the priority of payment set forth in the Indenture.

Notwithstanding any other terms of the Indenture or this Note, the obligations of the Issuer hereunder are limited recourse obligations of the Issuer, payable solely from the Trust Estate, and following realization of the Trust Estate and application of the proceeds thereof in accordance with the terms of the Indenture, the Holder hereof shall not be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter revive. No Holder of this Note shall have recourse for the payment of any amount owing in respect of this Note or the Indenture or for any action or inaction of the Issuer against any officer, director, employee, shareholder, stockholder or incorporator of the Issuer or any of their successors or assigns for any amounts payable under this Note or the Indenture. The foregoing provisions of this Note shall not (i) prevent recourse to the Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the Trust Estate, (ii) save as specifically provided therein, constitute a waiver, release or discharge of any indebtedness or obligation evidenced by this Note or secured by the Indenture, or (iii) limit the right of any Person, to name the Issuer as a party defendant in any proceeding or in the exercise of any other remedy under this Note or the Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such Person or entity.

The rights of the Noteholder under this Note are subject and subordinate, in each and every respect, to all rights, powers, and prerogatives of Freddie Mac under and in connection with (i) the terms and conditions of that certain Consent Agreement, dated as of February 9, 2018, and effective as of February 12, 2018 (as may be amended or modified from time to time in accordance with its express terms, the “ Consent Agreement ”), with respect to the “Reimbursement Assignments and Pledge” of the “Reimbursement Rights” (as such terms are defined in the Consent Agreement), by and among Freddie Mac, Ditech Financial LLC, Depositor, Issuer, Indenture Trustee, and Administrative Agent, (ii) the terms and conditions of the Purchase Documents as defined in the Freddie Mac Single Family Seller/Servicer Guide, as it may be amended from time to time, other than as set forth pursuant to the express terms and provisions of the Consent Agreement, and (iii) all claims of Freddie Mac arising out of or relating to any and all breaches, defaults and outstanding obligations of debtor to Freddie Mac.

The rights of the Noteholder under this Note are subject and subordinate to all rights, powers, and prerogatives of Fannie Mae under and in connection with (i) the terms and conditions of that certain Acknowledgment Agreement With Respect to Servicing Advance Receivables, by and among Fannie Mae, Ditech Financial LLC, Depositor, Issuer, Indenture Trustee and Credit Suisse as Administrative Agent, and (ii) the Mortgage Selling and Servicing Contract, the Fannie Mae Selling Guide, the Fannie Mae Servicing Guide and any supplemental servicing instructions or

Exhibit A-1-11

directives provided by Fannie Mae, all applicable master agreements (including applicable MBS pool purchase contracts and variances), recourse agreements, repurchase agreements, indemnification agreements, loss‑sharing agreements, and any other agreements between Fannie Mae and the Issuer, and all as amended, modified, restated or supplemented from time to time (collectively, the “ Fannie Mae Lender Contract ”), which rights, powers, and prerogatives include, without limitation, the right of Fannie Mae to terminate the Fannie Mae Lender Contract with or without cause.

Exhibit A-1-12

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers

unto:__________________________________________________________________

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints,

_____________ attorney, to transfer said Note on the books kept for registration thereof,

with full power of substitution in the premises.

Dated:

Signature Guaranteed:

__________________*/

*/NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of STAMP.

Exhibit A-1-13

Schedule to Series [ ], Class [ ] Note

dated as of [ ], 20[ ]

of Ditech Agency Advance Trust



[Interim Payment Date] [Payment Date] [Payment Date of Additional Note Balance/Decrease Note Balance]	Aggregate Amount of [principal payment] [Funding of VFN Principal Balance Increase] on Class [___] Notes	[Percentage Interest in] Aggregate Note Balance of the Class [___] Notes following [advance/] payment	[Percentage of Interest in] Aggregate Note Balance of this Class [___] Note following [advance/] payment	Note Balance of Note following [advance/] payment

Exhibit A-1-14

Exhibit A-2

FORM OF DEFINITIVE NOTE RULE 144A

Class [ ] Note [Initial Note Balance: $[ ]]

Note Number: [ ] [Maximum VFN Principal Balance: $[ ]]

THE OUTSTANDING NOTE BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE [MAXIMUM VFN PRINCIPAL BALANCE] [INITIAL NOTE BALANCE] SHOWN ON THE FACE HEREOF.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE ONLY (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) FOR SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE 1933 ACT, TO A PERSON THAT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A [FOR CLASS 2 SPECIFIED NOTES ONLY] [, OR AN “ACCREDITED INVESTOR” AS DEFINED IN PARAGRAPHS (1), (2) (3) OR (7) OF RULE 501 UNDER THE 1933 ACT] OR (C) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, IN EACH CASE IN COMPLIANCE WITH THE REQUIREMENTS OF THE INDENTURE AND APPLICABLE STATE SECURITIES LAWS.

[FOR SPECIFIED NOTES ONLY] [NO TRANSFER OF A BENEFICIAL INTEREST IN A SPECIFIED NOTE WILL BE EFFECTIVE, AND ANY SUCH TRANSFER WILL BE VOID AB INITIO, UNLESS THE PROSPECTIVE TRANSFEREE PROVIDES CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS IN WRITING TO THE INDENTURE TRUSTEE AND NOTE REGISTRAR AS PROVIDED IN SECTIONS 6.5(M) OR (N) OF THE INDENTURE, AS APPLICABLE. EACH PROSPECTIVE TRANSFEREE OF A BENEFICIAL INTEREST IN A SPECIFIED NOTE WILL BE DEEMED TO MAKE SUCH REPRESENTATIONS BY ITS ACCEPTANCE OF SUCH BENEFICIAL INTEREST.]

[FOR ANY NOTE THAT IS NOT A SPECIFIED NOTE UNLESS OTHERWISE SPECIFIED IN THE RELATED INDENTURE SUPPLEMENT] [EACH HOLDER OF THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN SHALL DELIVER TO THE

Exhibit A-2-1

INDENTURE TRUSTEE AND THE NOTE REGISTRAR A CERTIFICATION TO THE EFFECT THAT EITHER (I) IT IS NOT, AND IS NOT ACQUIRING, HOLDING OR TRANSFERRING THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN ON BEHALF OF, OR USING THE ASSETS OF, (I) ANY “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ ERISA ”) OR ANY PLAN AS DEFINED IN SECTION 4975(e)(1) OF THE CODE, AN ENTITY THAT IS DEEMED TO HOLD THE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN PURSUANT TO 29 CFR SECTION 2510-3.101 AS MODIFIED BY SECTION 3(42) OF ERISA (THE “ PLAN ASSET REGULATIONS ”), WHICH EMPLOYEE BENEFIT PLAN, PLAN OR ENTITY IS SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE, (EACH, A “ PLAN ”), OR A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR OTHER LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“ SIMILAR LAW ”) OR (II)(A) THIS NOTE IS RATED AT LEAST INVESTMENT GRADE AS OF THE DATE OF PURCHASE OR TRANSFER, IT BELIEVES THAT THIS NOTE IS PROPERLY TREATED AS INDEBTEDNESS WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATIONS AND AGREES TO SO TREAT THIS NOTE AND (B) THE TRANSFEREE’S ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN WILL SATISFY THE REQUIREMENTS OF PROHIBITED TRANSACTION CLASS EXEMPTION (“ PTCE ”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 OR THE STATUTORY PROHIBITED TRANSACTION EXEMPTION FOR SERVICE PROVIDERS SET FORTH IN SECTION 408(b)(17) OF ERISA AND SECTION 4975(d)(20) OF THE CODE OR ANY SIMILAR CLASS OR STATUTORY EXEMPTION AND WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR, IN THE CASE OF A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN SUBJECT TO SIMILAR LAW, WILL NOT VIOLATE ANY SIMILAR LAW.] [FOR A SPECIFIED NOTE UNLESS OTHERWISE SPECIFIED IN THE RELATED INDENTURE SUPPLEMENT] [EACH HOLDER OF THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN SHALL DELIVER TO THE INDENTURE TRUSTEE AND THE NOTE REGISTRAR A CERTIFICATION TO THE EFFECT THAT IT IS NOT, AND IS NOT ACQUIRING, HOLDING OR TRANSFERRING THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN ON BEHALF OF, OR USING ASSETS OF, AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA, A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE CODE, AN ENTITY WHICH IS DEEMED TO HOLD THE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN PURSUANT TO 29 C.F.R. SECTION 2510.3-101 AS MODIFIED BY SECTION 3(42) OF ERISA, WHICH EMPLOYEE BENEFIT PLAN, PLAN OR ENTITY IS SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE, OR A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN WHICH IS SUBJECT TO ANY SIMILAR LAW.]

THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN RESTRICTIONS AND CONDITIONS SET FORTH IN SECTION 6.5 OF THE BASE INDENTURE AND SECTION [ ] OF THE RELATED INDENTURE SUPPLEMENT UNDER WHICH THIS NOTE IS

Exhibit A-2-2

ISSUED (A COPY OF WHICH IS AVAILABLE FROM THE ISSUER UPON REQUEST). EACH TRANSFEREE OF THIS NOTE SHALL PROVIDE THE NOTE REGISTRAR AND THE ISSUER THE CERTIFICATION[S] REQUIRED BY SECTION 6.5(j) [FOR CLASS 1 SPECIFIED NOTES ONLY][AND SECTION 6.5(m)] [FOR CLASS 2 SPECIFIED NOTES ONLY][AND SECTION 6.5(n)] OF THE BASE INDENTURE AND THIS NOTE MAY BE TRANSFERRED ONLY UPON RECEIPT BY THE NOTE REGISTRAR AND INDENTURE TRUSTEE OF SUCH CERTIFICATION. PRIOR TO PURCHASING THIS NOTE, PROSPECTIVE PURCHASERS SHOULD CONSULT WITH COUNSEL WITH RESPECT TO THE AVAILABILITY AND CONDITIONS OF EXEMPTIONS FROM THE RESTRICTIONS ON RESALE OR TRANSFER.

Exhibit A-2-3

DITECH AGENCY ADVANCE TRUST

ADVANCE RECEIVABLES BACKED NOTES, SERIES [ ]

CLASS [ ] NOTE

Exhibit A-2-4

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Exhibit A-2-5

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by an Issuer Authorized Officer, as of the date set forth below.

Date:__________, 2018

DITECH AGENCY ADVANCE TRUST

By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee

By:_____________________________________

Issuer Authorized Officer

Exhibit A-2-6

[INDENTURE TRUSTEE’S

CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the Class designated herein and referred to in the within-mentioned Indenture.

Date:__________, 2018

_________________________________________________

WELLS FARGO BANK, N.A., not in its individual

capacity but solely as Indenture Trustee

By:______________________________________

Title: Authorized Signatory of Indenture Trustee]

[AUTHENTICATING AGENT’S

CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the Class designated herein and referred to in the within-mentioned Indenture.

Date:__________, 2018

________________________________________________

as Authenticating Agent

By:______________________________________

Title: Authorized Signatory of Authenticating Agent]

Exhibit A-2-7

[REVERSE OF NOTE]

The payments on the Class [ ] Notes are [senior to the Class [ ] Notes, the Class [ ] Notes and the Class [ ] Notes][, and subordinate to the Class [ ] Notes, the Class [ ] Notes and the Class [ ] Notes], as and to the extent provided in the Indenture.

Exhibit A-2-8

in writing by the related Noteholder to the extent provided by the Indenture and otherwise by check mailed to the Noteholder.

Exhibit A-2-9

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

[For Class 2 Specified Notes or any Note issued in definitive form] [This Note is issuable only in definitive form in denominations as provided in the [Series Name] Indenture Supplement, subject to certain limitations therein set forth.]

Exhibit A-2-10

Notwithstanding any other provisions herein or in the Indenture, a Holder of this Note will have the right, which is absolute and unconditional, to receive payment of the principal of and interest on this Note on the Stated Maturity Date and to institute suit for the enforcement of any such payment, and such right will not be impaired without the consent of the Holder; provided, however, that notwithstanding any other provision of the Indenture to the contrary, the obligation to pay principal of or interest on this Note or any other amount payable to the Holder will be without recourse to the Receivables Seller, the Depositor, the Administrator, the Servicer, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Securities Intermediary or any Affiliate (other than the Issuer), officer, employee or director of any of them, and the obligation of the Issuer to pay principal of or interest on this Note or any other amount payable to the Holder will be limited to amounts available from the Trust Estate and subject to the priority of payment set forth in the Indenture.

Exhibit A-2-11

among Fannie Mae, Ditech Financial LLC, Depositor, Issuer, Indenture Trustee and Credit Suisse as Administrative Agent, and (ii) the Mortgage Selling and Servicing Contract, the Fannie Mae Selling Guide, the Fannie Mae Servicing Guide and any supplemental servicing instructions or directives provided by Fannie Mae, all applicable master agreements (including applicable MBS pool purchase contracts and variances), recourse agreements, repurchase agreements, indemnification agreements, loss‑sharing agreements, and any other agreements between Fannie Mae and the Issuer, and all as amended, modified, restated or supplemented from time to time (collectively, the “ Fannie Mae Lender Contract ”), which rights, powers, and prerogatives include, without limitation, the right of Fannie Mae to terminate the Fannie Mae Lender Contract with or without cause.

Exhibit A-2-12

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers

unto:__________________________________________________________________

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints,

_____________ attorney, to transfer said Note on the books kept for registration thereof,

with full power of substitution in the premises.

Dated:

Signature Guaranteed:

__________________*/

Exhibit A-2-13

Schedule to Series [ ], Class [ ] Note

dated as of [ ], 20[ ]

of Ditech Agency Advance Trust



[Interim Payment Date] [Payment Date] [Payment Date of Additional Note Balance/Decrease Note Balance]	Aggregate Amount of [principal payment] [Funding of VFN Principal Balance Increase] on Class [___] Notes	[Percentage Interest in] Aggregate Note Balance of the Class [___] Notes following [advance/] payment	[Percentage of Interest in] Aggregate Note Balance of this Class [___] Note following [advance/] payment	Note Balance of Note following [advance/] payment

Exhibit A-2-14

Exhibit A-3

FORM OF GLOBAL REGULATION S NOTE

Class [ ] Note Initial Note Balance: $[ ]

Note Number: [ ] [Maximum VFN Principal Balance: $$[ ]]

THE OUTSTANDING NOTE BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTE BALANCE SHOWN ON THE FACE HEREOF.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE ONLY (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) PURSUANT TO REGULATION S OF THE 1933 ACT IN AN OFF-SHORE TRANSACTION AS DEFINED IN REGULATION S OF THE 1933 ACT TO A PERSON THAT IS NOT A U.S. PERSON AS DEFINED IN REGULATION S OF THE 1933 ACT [FOR CLASS 1 SPECIFIED NOTES ONLY] [THAT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED UNDER RULE 144A UNDER THE 1933 ACT)] OR (C) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, IN EACH CASE IN COMPLIANCE WITH THE REQUIREMENTS OF THE INDENTURE AND APPLICABLE STATE SECURITIES LAWS.

[FOR CLASS 1 SPECIFIED NOTES ONLY] [NO TRANSFER OF A BENEFICIAL INTEREST IN A SPECIFIED NOTE WILL BE EFFECTIVE, AND ANY SUCH TRANSFER WILL BE VOID AB INITIO, UNLESS THE PROSPECTIVE TRANSFEREE PROVIDES CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS IN WRITING TO THE INDENTURE TRUSTEE AND NOTE REGISTRAR AS PROVIDED IN SECTION 6.5(M) OF THE INDENTURE, AS APPLICABLE. EACH PROSPECTIVE TRANSFEREE OF A BENEFICIAL INTEREST IN A SPECIFIED NOTE WILL BE DEEMED TO MAKE SUCH REPRESENTATIONS BY ITS ACCEPTANCE OF SUCH BENEFICIAL INTEREST.]

[FOR A NOTE THAT IS NOT A CLASS 1 SPECIFIED NOTE UNLESS OTHERWISE SPECIFIED IN THE RELATED INDENTURE SUPPLEMENT] [EACH HOLDER OF THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN SHALL BE DEEMED TO REPRESENT THAT EITHER (I) IT IS NOT, AND IS NOT ACQUIRING, HOLDING OR TRANSFERRING THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN ON BEHALF OF, OR USING THE ASSETS OF, ANY “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,

Exhibit A-3-1

AS AMENDED (“ ERISA ”) OR ANY PLAN AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “ CODE ”), AN ENTITY THAT IS DEEMED TO HOLD THE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN PURSUANT TO 29 CFR SECTION 2510-3.101 AS MODIFIED BY SECTION 3(42) OF ERISA (THE “ PLAN ASSET REGULATIONS ”), WHICH EMPLOYEE BENEFIT PLAN, PLAN OR ENTITY IS SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE, (EACH, A “ PLAN ”), OR A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR OTHER LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“ SIMILAR LAW ”) OR (II)(A) THIS NOTE IS RATED AT LEAST INVESTMENT GRADE AS OF THE DATE OF PURCHASE OR TRANSFER, IT BELIEVES THAT THIS NOTE IS PROPERLY TREATED AS INDEBTEDNESS WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATIONS AND AGREES TO SO TREAT THIS NOTE AND (B) THE TRANSFEREE’S ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN WILL SATISFY THE REQUIREMENTS OF PROHIBITED TRANSACTION CLASS EXEMPTION (“ PTCE ”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 OR THE STATUTORY PROHIBITED TRANSACTION EXEMPTION FOR SERVICE PROVIDERS SET FORTH IN SECTION 408(b)(17) OF ERISA AND SECTION 4975(d)(20) OF THE CODE OR ANY SIMILAR CLASS OR STATUTORY EXEMPTION AND WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR, IN THE CASE OF A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN SUBJECT TO SIMILAR LAW, WILL NOT VIOLATE ANY SIMILAR LAW. [FOR CLASS 1 SPECIFIED NOTES ONLY UNLESS OTHERWISE SPECIFIED IN THE RELATED INDENTURE SUPPLEMENT] [EACH HOLDER OF THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN SHALL BE DEEMED TO REPRESENT THAT IT IS NOT, AND IS NOT ACQUIRING, HOLDING OR TRANSFERRING THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN ON BEHALF OF, OR USING ASSETS OF, AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA, A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE CODE, AN ENTITY WHICH IS DEEMED TO HOLD THE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN PURSUANT TO 29 C.F.R. SECTION 2510.3-101 AS MODIFIED BY SECTION 3(42) OF ERISA, WHICH EMPLOYEE BENEFIT PLAN, PLAN OR ENTITY IS SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE, OR A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN WHICH IS SUBJECT TO ANY SIMILAR LAW.]

THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN RESTRICTIONS AND CONDITIONS SET FORTH IN SECTION 6.5 OF THE BASE INDENTURE AND SECTION [ ] OF THE RELATED INDENTURE SUPPLEMENT UNDER WHICH THIS NOTE IS ISSUED (A COPY OF WHICH IS AVAILABLE FROM THE ISSUER UPON REQUEST). EACH TRANSFEREE OF THIS NOTE SHALL PROVIDE THE NOTE REGISTRAR AND THE ISSUER THE CERTIFICATION REQUIRED BY SECTION 6.5(i) [FOR CLASS 1 SPECIFIED NOTES ONLY] [AND SECTION 6.5(m)] OF THE BASE INDENTURE AND THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN MAY BE TRANSFERRED IN

Exhibit A-3-2

AN OFF-SHORE TRANSACTION AS DEFINED IN THE 1933 ACT TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN A RULE 144A NOTE OR (IN CERTAIN LIMITED CIRCUMSTANCES) A DEFINITIVE NOTE ONLY (IN THE CASE OF AN INTEREST IN A RULE 144A GLOBAL NOTE) IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN SECTION 6.5 OF THE BASE INDENTURE AND (IN THE CASE OF A DEFINITIVE NOTE) UPON RECEIPT BY THE NOTE REGISTRAR AND INDENTURE TRUSTEE OF SUCH CERTIFICATION. PRIOR TO PURCHASING THIS NOTE, PROSPECTIVE PURCHASERS SHOULD CONSULT WITH COUNSEL WITH RESPECT TO THE AVAILABILITY AND CONDITIONS OF EXEMPTIONS FROM THE RESTRICTIONS ON RESALE OR TRANSFER.

Exhibit A-3-3

DITECH AGENCY ADVANCE TRUST

ADVANCE RECEIVABLES BACKED NOTES, SERIES [ ]

CLASS [ ] NOTE

Ditech Agency Advance Funding Trust I, a Delaware statutory trust (the “ Issuer ”), for value received, hereby promises to pay to [], or registered assigns (the “ Noteholder ”), [interest, fees and principal as provided in the Indenture] [the principal sum of [] ($[]), or such part thereof as may be advanced and outstanding hereunder and to pay interest on such principal sum or such part thereof as shall remain unpaid from time to time, at the rate and at the times provided in the Indenture] [and to pay any fees in connection therewith from time to time in the amounts and at the times provided in the Indenture].

Exhibit A-3-4

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

This Note is a Regulation S Global Note deposited with DTC acting as Depository, and registered in the name of Cede & Co., a nominee of DTC, and Cede & Co., as holder of record of this Note, shall be entitled to receive payments of principal and interest, other than principal and interest due at the maturity date, by wire transfer of immediately available funds.

Exhibit A-3-5

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by an Issuer Authorized Officer, as of the date set forth below.

Date:__________, 2018

DITECH AGENCY ADVANCE TRUST

By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee

By:_________________________________

Issuer Authorized Officer

Exhibit A-3-6

[INDENTURE TRUSTEE’S

CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the Class designated herein and referred to in the within-mentioned Indenture.

Date:__________, 2018

_________________________________________________

WELLS FARGO BANK, N.A., not in its individual

capacity but solely as Indenture Trustee

By:______________________________________

Title: Authorized Signatory of Indenture Trustee]

[AUTHENTICATING AGENT’S

CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the Class designated herein and referred to in the within-mentioned Indenture.

Date:__________, 2018

________________________________________________

as Authenticating Agent

By:______________________________________

Title: Authorized Signatory of Authenticating Agent]

Exhibit A-3-7

[REVERSE OF NOTE]

Exhibit A-3-8

in writing by the related Noteholder to the extent provided by the Indenture and otherwise by check mailed to the Noteholder.

Exhibit A-3-9

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

Exhibit A-3-10

Exhibit A-3-11

Exhibit A-3-12

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers

unto:__________________________________________________________________

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints,

_____________ attorney, to transfer said Note on the books kept for registration thereof,

with full power of substitution in the premises.

Dated:

Signature Guaranteed:

__________________*/

Exhibit A-3-13

Schedule to Series [ ], Class [ ] Note

dated as of [ ], 20[ ]

of Ditech Agency Advance Trust



[Interim Payment Date] [Payment Date] [Payment Date of Additional Note Balance/Decrease Note Balance]	Aggregate Amount of [principal payment] [Funding of VFN Principal Balance Increase] on Class [___] Notes	[Percentage Interest in] Aggregate Note Balance of the Class [___] Notes following [advance/] payment	[Percentage of Interest in] Aggregate Note Balance of this Class [___] Note following [advance/] payment	Note Balance of Note following [advance/] payment

Exhibit A-3-14

Exhibit A-4

FORM OF DEFINITIVE REGULATION S NOTE

Class [ ] Note [Initial Note Balance: $[ ]]

Note Number: [] [Maximum VFN Principal Balance: $$[ ]]

THE OUTSTANDING NOTE BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTE BALANCE SHOWN ON THE FACE HEREOF.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE ONLY (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) PURSUANT TO REGULATION S OF THE 1933 ACT IN AN OFF-SHORE TRANSACTION AS DEFINED IN THE 1933 ACT TO A PERSON THAT IS NOT A U.S. PERSON AS DEFINED IN REGULATION S OF THE 1933 ACT [FOR CLASS 1 SPECIFIED NOTES ONLY] [IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE 1933 ACT) OR (C) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, IN EACH CASE IN COMPLIANCE WITH THE REQUIREMENTS OF THE INDENTURE AND APPLICABLE STATE SECURITIES LAWS.

[FOR A NOTE THAT IS NOT A CLASS 1 SPECIFIED NOTE UNLESS OTHERWISE SPECIFIED IN THE RELATED INDENTURE SUPPLEMENT] [EACH HOLDER OF THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN SHALL DELIVER TO THE INDENTURE TRUSTEE AND THE NOTE REGISTRAR A CERTIFICATION TO THE EFFECT THAT EITHER (I) IT IS NOT, AND IS NOT ACQUIRING, HOLDING OR TRANSFERRING THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN ON BEHALF OF, OR USING THE ASSETS OF, (I) ANY EMPLOYEE BENEFIT PLAN AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,

Exhibit A-4-1

AS AMENDED (“ ERISA ”) OR ANY PLAN AS DEFINED IN SECTION 4975(e)(1) OF THE CODE, AN ENTITY THAT IS DEEMED TO HOLD THE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN PURSUANT TO 29 CFR SECTION 2510-3.101 AS MODIFIED BY SECTION 3(42) OF ERISA (THE “ PLAN ASSET REGULATIONS ”), WHICH EMPLOYEE BENEFIT PLAN, PLAN OR ENTITY IS SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE, (EACH, A “ PLAN ”), OR A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR OTHER LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“ SIMILAR LAW ”) OR (II)(A) THIS NOTE IS RATED AT LEAST INVESTMENT GRADE AS OF THE DATE OF PURCHASE OR TRANSFER, IT BELIEVES THAT THIS NOTE IS PROPERLY TREATED AS INDEBTEDNESS WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATIONS AND AGREES TO SO TREAT THIS NOTE AND (B) THE TRANSFEREE’S ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN WILL SATISFY THE REQUIREMENTS OF PROHIBITED TRANSACTION CLASS EXEMPTION (“ PTCE ”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 OR THE STATUTORY PROHIBITED TRANSACTION EXEMPTION FOR SERVICE PROVIDERS SET FORTH IN SECTION 408(b)(17) OF ERISA AND SECTION 4975(d)(20) OF THE CODE OR ANY SIMILAR CLASS OR STATUTORY EXEMPTION AND WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR, IN THE CASE OF A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN SUBJECT TO SIMILAR LAW, WILL NOT VIOLATE ANY SIMILAR LAW.] [FOR CLASS 1 SPECIFIED NOTES ONLY UNLESS OTHERWISE SPECIFIED IN THE RELATED INDENTURE SUPPLEMENT] [EACH HOLDER OF THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN SHALL DELIVER TO THE INDENTURE TRUSTEE AND THE NOTE REGISTRAR A CERTIFICATION TO THE EFFECT THAT IT IS NOT, AND IS NOT ACQUIRING, HOLDING OR TRANSFERRING THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN ON BEHALF OF, OR USING ASSETS OF, AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA, A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE CODE, AN ENTITY WHICH IS DEEMED TO HOLD THE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN PURSUANT TO 29 C.F.R. SECTION 2510.3-101 AS MODIFIED BY SECTION 3(42) OF ERISA, WHICH EMPLOYEE BENEFIT PLAN, PLAN OR ENTITY IS SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE, OR A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN WHICH IS SUBJECT TO ANY SIMILAR LAW.]

THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN RESTRICTIONS AND CONDITIONS SET FORTH IN SECTION 6.5 OF THE BASE INDENTURE AND SECTION [ ] OF THE RELATED INDENTURE SUPPLEMENT UNDER WHICH THIS NOTE IS ISSUED (A COPY OF WHICH IS AVAILABLE FROM THE ISSUER UPON REQUEST). EACH TRANSFEREE OF THIS NOTE SHALL PROVIDE THE NOTE REGISTRAR AND THE ISSUER THE CERTIFICATION[S] REQUIRED BY SECTION 6.5(j) [FOR CLASS 1 SPECIFIED NOTES ONLY][AND SECTION 6.5(m)] OF THE BASE INDENTURE AND THIS NOTE MAY BE TRANSFERRED ONLY UPON RECEIPT BY THE NOTE

Exhibit A-4-2

REGISTRAR AND INDENTURE TRUSTEE OF SUCH CERTIFICATION. PRIOR TO PURCHASING THIS NOTE, PROSPECTIVE PURCHASERS SHOULD CONSULT WITH COUNSEL WITH RESPECT TO THE AVAILABILITY AND CONDITIONS OF EXEMPTIONS FROM THE RESTRICTIONS ON RESALE OR TRANSFER.

Exhibit A-4-3

Ditech AGENCY ADVANCE TRUST

ADVANCE RECEIVABLES BACKED NOTES, SERIES [ ]

CLASS [ ] NOTE

Exhibit A-4-4

and that certain Note Purchase Agreement (the “ Note Purchase Agreement ”), dated as of [______________], 20[__], by and among [insert parties to Note Purchase Agreement]].

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Exhibit A-4-5

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by an Issuer Authorized Officer, as of the date set forth below.

Date:__________, 2018

DITECH AGENCY ADVANCE TRUST

By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee

By:______________________________________

Issuer Authorized Officer

Exhibit A-4-6

[INDENTURE TRUSTEE’S

CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the Class designated herein and referred to in the within-mentioned Indenture.

Date:__________, 2018

_________________________________________________

WELLS FARGO BANK, N.A., not in its individual

capacity but solely as Indenture Trustee

By:______________________________________

Title: Authorized Signatory of Indenture Trustee]

[AUTHENTICATING AGENT’S

CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the Class designated herein and referred to in the within-mentioned Indenture.

Date:__________, 2018

________________________________________________

as Authenticating Agent

By:______________________________________

Title: Authorized Signatory of Authenticating Agent]

Exhibit A-4-7

[REVERSE OF NOTE]

Exhibit A-4-8

in writing by the related Noteholder to the extent provided by the Indenture and otherwise by check mailed to the Noteholder.

Exhibit A-4-9

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

[For any Note issued in definitive form] [This Note is issuable only in definitive form in denominations as provided in the [Series Name] Indenture Supplement, subject to certain limitations therein set forth.]

Exhibit A-4-10

The rights of the Noteholder under this Note are subject and subordinate to all rights, powers, and prerogatives of Fannie Mae under and in connection with (i) the terms and conditions of that

Exhibit A-4-11

certain Acknowledgment Agreement With Respect to Servicing Advance Receivables, by and among Fannie Mae, Ditech Financial LLC, Depositor, Issuer, Indenture Trustee and Credit Suisse as Administrative Agent, and (ii) the Mortgage Selling and Servicing Contract, the Fannie Mae Selling Guide, the Fannie Mae Servicing Guide and any supplemental servicing instructions or directives provided by Fannie Mae, all applicable master agreements (including applicable MBS pool purchase contracts and variances), recourse agreements, repurchase agreements, indemnification agreements, loss‑sharing agreements, and any other agreements between Fannie Mae and the Issuer, and all as amended, modified, restated or supplemented from time to time (collectively, the “ Fannie Mae Lender Contract ”), which rights, powers, and prerogatives include, without limitation, the right of Fannie Mae to terminate the Fannie Mae Lender Contract with or without cause.

Exhibit A-4-12

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers

unto:__________________________________________________________________

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints,

_____________ attorney, to transfer said Note on the books kept for registration thereof,

with full power of substitution in the premises.

Dated:

Signature Guaranteed:

__________________*/

Exhibit A-4-13

Schedule to Series [ ], Class [ ] Note

dated as of [ ], 20[ ]

of Ditech Agency Advance Trust



[Interim Payment Date] [Payment Date] [Payment Date of Additional Note Balance/Decrease Note Balance]	Aggregate Amount of [principal payment] [Funding of VFN Principal Balance Increase] on Class [___] Notes	[Percentage Interest in] Aggregate Note Balance of the Class [___] Notes following [advance/] payment	[Percentage of Interest in] Aggregate Note Balance of this Class [___] Note following [advance/] payment	Note Balance of Note following [advance/] payment

Exhibit A-4-14

FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF NOTES PURSUANT TO RULE 144A

Issuer Ditech Agency Advance Trust

c/o Wilmington Trust, National Association, as Owner Trustee

Rodney Square North

1100 North Market Street

Wilmington, DE 19890

Administrator Ditech Financial LLC

1100 Virginia Drive

Suite 100A

Ft. Washington PA, 19034

Depositor Ditech Agency Advance Depositor LLC

c/o Ditech Financial LLC

1100 Virginia Drive

Suite 100A

Ft. Washington PA, 19034

Indenture Trustee Wells Fargo Bank, N.A.

MAC N9300-070

600 South Fourth Street, 7 ^th Floor

Minneapolis, Minnesota 55479

Attn: Client Manager, Ditech Agency Advance Trust, Series [ ]

Re: $[ ] Ditech Agency Advance Trust Backed Notes, Series 20__-__, Class ____

Reference is hereby made to the Indenture, dated as of February 9, 2018, and effective as of February 12, 2018 (as may be amended from time to time the “ Indenture ”), among Ditech Agency Advance Trust, as Issuer, Ditech Financial LLC, as Administrator and Servicer, Wells Fargo Bank, N.A., as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary and Credit Suisse First Boston Mortgage Capital LLC, as Administrative Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

[NOTE: COMPLETE [A] FOR A TRANSFER OF AN INTEREST IN A REGULATION S GLOBAL NOTE TO A TRANSFEREE THAT TAKES DELIVERY IN THE FORM OF AN INTEREST IN A RULE 144A GLOBAL NOTE DURING THE DISTRIBUTION COMPLIANCE PERIOD. COMPLETE [B] FOR A TRANSFER OF AN INTEREST IN A REGULATION S GLOBAL NOTE TO A TRANSFEREE THAT TAKES DELIVERY IN THE FORM OF AN INTEREST IN A RULE 144A DEFINITIVE NOTE. COMPLETE [C] FOR A TRANSFER OF AN INTEREST IN A REGULATION S DEFINITIVE NOTE TO A TRANSFEREE THAT TAKES DELIVERY IN THE FORM OF AN INTEREST IN A RULE 144A GLOBAL NOTE. COMPLETE [D] FOR A TRANSFER OF AN INTEREST IN A REGULATION S DEFINITIVE NOTE TO A TRANSFEREE THAT TAKES DELIVERY IN THE FORM OF A RULE 144A DEFINITIVE

Exhibit B-1-1

NOTE. COMPLETE [E] FOR A TRANSFER OF AN INTEREST IN A RULE 144A GLOBAL NOTE TO A TRANSFEREE THAT TAKES DELIVERY IN THE FORM OF AN INTEREST IN A RULE 144A DEFINITIVE NOTE. COMPLETE [F] FOR A TRANSFER OF AN INTEREST IN RULE 144A DEFINITIVE NOTE TO A TRANSFEREE THAT TAKES DELIVERY IN THE FORM OF AN INTEREST IN A RULE 144A GLOBAL NOTE. COMPLETE [G] FOR A TRANSFER OF AN INTEREST IN A RULE 144A DEFINITIVE NOTE TO A TRANSFEREE THAT TAKES DELIVERY IN THE FORM OF A RULE 144A DEFINITIVE NOTE.]

[A] This letter relates to _____ principal amount of Notes that are held in the form of a beneficial interest in a Regulation S Global Note (ISIN No. _____) (CUSIP No. _____) in the name of (the “ Transferor ”) through [Euroclear] [Clearstream], which in turn holds through the Depository. The Transferor has requested a transfer of such beneficial interest in the Notes for a beneficial interest in a Rule 144A Global Note (CUSIP No. _____) in the name of _____ (the “ Transferee ”), to be held through the Depository. Delivered herewith is a Transferee Certification completed by the Transferee.

[B] This letter relates to _____ principal amount of Notes that are held in the form of a beneficial interest in a Regulation S Global Note (ISIN No. _____) (CUSIP No. _____) in the name of (the “ Transferor ”) through [Euroclear] [Clearstream], which in turn holds through the Depository. The Transferor has requested a transfer of such beneficial interest in the Notes for a Rule 144A Definitive Note (CUSIP No. _____) in the name of _____ (the “ Transferee ”), pursuant to Section 6.5 of the Indenture. Delivered herewith is a Transferee Certification completed by the Transferee.

[C] This letter relates to a Regulation S Definitive Note (ISIN No. _____) (CUSIP No. _____) in the principal amount of _____ in the name of _____ (the “ Transferor ”). The Transferor has requested a transfer of such Note for a beneficial interest in a Rule 144A Global Note (CUSIP No. _____) in the name of _____ (the “ Transferee ”), to be held through the Depository. Delivered herewith is a Transferee Certification completed by the Transferee.

[D] This letter relates to a Regulation S Definitive Note (ISIN No. _____) (CUSIP No. _____) in the principal amount of _____ in the name of _____ (the “ Transferor ”). The Transferor has requested a transfer of such Note for a Rule 144A Definitive Note (CUSIP No. _____) in the name of (the “ Transferee ”) pursuant to Section 6.5 of the Indenture. Delivered herewith is a Transferee Certification completed by the Transferee.

[E] This letter relates to _____ principal amount of Notes that are held in the form of a beneficial interest in a Rule 144A Global Note (CUSIP No. _____) in the name of _____ (the “ Transferor ”) through the Depository. The Transferor has requested a transfer of such beneficial interest in the Notes for a Rule 144A Definitive Note (CUSIP No. _____) in the name of _____ (the “ Transferee ”) pursuant to Section 6.5 of the Indenture. Delivered herewith in a Transferee Certification completed by the Transferee.

Exhibit B-1-2

of _____ (the “ Transferee ”), to be held through the Depository. Delivered herewith is a Transferee Certification completed by the Transferee.

[G] This letter relates to a Rule 144A Definitive Note (CUSIP No. _____) in the principal amount of _____ in the name of _____ (the “ Transferor ”). The Transferor has requested a transfer of such Notes for another Rule 144A Definitive Note (CUSIP No. _____) in the name of _____ (the “ Transferee ”) pursuant to Section 6.5 of the Indenture. Delivered herewith is a Transferee Certification completed by the Transferee.

In connection with such request, and in respect of such Notes, the Transferor does hereby certify that such Notes are being transferred in accordance with (i) the transfer restrictions set forth in the Indenture and the Notes and (ii) Rule 144A under the Securities Act to a Transferee that the Transferor reasonably believes is purchasing the Notes for its own account and the Transferor reasonably believes that the Transferee is a “qualified institutional buyer” within the meaning of Rule 144A, and such Transferee is aware that the sale to it is being made in reliance upon Rule 144A, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction.

If the Transferor is the Noteholder of a Regulation S Note (or an interest therein) and intends to transfer such Note (or such interest) to the Transferee taking delivery of such Note (or such interest) in the form of a Restricted Note (or interest therein), the Transferor hereby certifies that the transfer is being made after the end of the Distribution Compliance Period.

Exhibit B-1-3

The certificate and the statements contained herein are made for your benefit.

[INSERT NAME OF TRANSFEROR]

By:_____________________________

Name:

Title:

Dated:

Exhibit B-1-4

TRANSFEREE CERTIFICATION

Issuer Ditech Agency Advance Trust

c/o Wilmington Trust, National Association, as Owner Trustee

Rodney Square North

1100 North Market Street

Wilmington, DE 19890

Administrator Ditech Financial LLC

1100 Virginia Drive

Suite 100A

Ft. Washington PA, 19034

Depositor Ditech Agency Advance Depositor LLC

c/o Ditech Financial LLC

1100 Virginia Drive

Suite 100A

Ft. Washington PA, 19034

Indenture Trustee Wells Fargo Bank, N.A.

MAC N9300-070

600 South Fourth Street, 7 ^th Floor

Minneapolis, Minnesota 55479

Attn: Client Manager, Ditech Agency Advance Trust, Series [ ]

Re: $[ ] Ditech Agency Advance Trust Backed Notes, Series 20__-__, Class ____

Reference is hereby made to the Indenture, dated as of February 9, 2018, and effective as of February 12, 2018 (as may be amended from time to time, the “ Indenture ”), among Ditech Agency Advance Trust, as Issuer, Ditech Financial LLC, as Administrator and Servicer, Wells Fargo Bank, N.A., as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary and Credit Suisse First Boston Mortgage Capital LLC, as Administrative Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

The undersigned (the “ Transferee ”) intends to purchase $_____ Note Balance of Class _____ Notes (the “ Notes ”) from the Transferor named in the Transfer Certificate to which this Transferee Certification is attached. In connection with the registration of the transfer of such Notes, the Transferee hereby executes and delivers to each of you this “Transferee Certification” in which the Transferee certifies to each of you the information set forth herein.

1. The Transferee is a “qualified institutional buyer” as that term is defined in Rule 144A (“ Rule 144A ”) promulgated under the Securities Act of 1933, as amended (the “ 1933 Act ”) and has completed the form of certification to that effect attached hereto as Annex A1 (if the Transferee is not a registered investment company) or Annex A2 (if the Transferee is a registered

Exhibit B-1-5

investment company). The Transferee is aware that the sale to it is being made in reliance on Rule 144A.

2. The Transferee hereby represents and warrants to you and the addressees hereof that (Check one of the following):

The Transferee IS NOT (i) a Person or entity holding for the benefit of either or both of the Issuer and the Receivables Seller or (ii) a Person that is an Affiliate of either or both of the Issuer and the Receivables Seller.

The Transferee IS (i) a Person or entity holding for the benefit of either or both of the Issuer and the Receivables Seller or (ii) a Person that is an Affiliate of either or both of the Issuer and the Receivables Seller.

3. The Transferee understands that the Notes have not been registered under the 1933 Act or registered or qualified under any state securities laws and that no transfer may be made unless the Notes are registered under the 1933 Act and under applicable state law or unless the transfer complies with Section 6.5 of the Indenture and any provision in any applicable Indenture Supplement. The Transferee further understands that neither the Transferor, the Administrator, the Servicer, the Indenture Trustee nor the Note Registrar is under any obligation to register the Notes or make an exemption from such registration available.

4. The Transferee is acquiring the Notes for its own account or for the account of a “qualified institutional buyer” (as defined in Rule 144A, a “ QIB ”), and understands that such Notes may be resold, pledged or transferred only (a) to a person reasonably believed to be such a QIB that purchases for its own account or for the account of a QIB to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A or (b) to a transferee that is a person that is not a U.S. person acquiring such interest in an “offshore transaction” (as defined in Regulation S) in compliance with the provisions of Regulation S, if the transfer is otherwise made in accordance with any applicable securities laws of any state of the United States or any other relevant jurisdiction. In addition, such transfer may be subject to additional restrictions and is subject to compliance with certain procedures, as set forth in Section 6.5 of the Indenture referred to below and any provision in any applicable Indenture Supplement. By its execution of this agreement, the Transferee agrees that it will not resell, pledge or transfer any of the Notes to anyone otherwise than in strict compliance with Rule 144A, or pursuant to another exemption from registration under the 1933 Act and all applicable state securities laws, and in strict compliance with the transfer restrictions set forth in Section 6.5 of the Indenture. The Transferee will not attempt to transfer any or all of the Notes pursuant to Rule 144A unless the Transferee offers and sells such Certificates only to QIBs or to offerees or purchasers that the Transferee and any person acting on behalf of the Transferee reasonably believe (as described in paragraph (d)(l) of Rule 144A) is a QIB.

5. The Transferee has been furnished with all information that it requested regarding (a) the Notes and distributions thereon and (b) the Indenture.

6. The Transferee has knowledge in financial and business matters and is capable of evaluating the merits and risks of an investment in the Notes; the Transferee has sought such

Exhibit B-1-6

accounting, legal and tax advice as it has considered necessary to make an informed investment decision; and the Transferee (or any account or which it is pursuing) is able to bear the economic risk of an investment in the Notes and can afford a complete loss of such investment.

7. The Transferee is an “accredited investor” as defined in paragraph (1), (2), (3) or (7) of Rule 501(a) under the 1933 Act.

8. Either (i) the Transferee is not, and is not acquiring, holding or transferring the Notes on behalf of or using assets of, an “employee benefit plan” as defined in section 3(3) of ERISA, a plan described in section 4975(e)(1) of the Code, an entity which is deemed to hold the assets of any such employee benefit plan or plan pursuant to 29 C.F.R. section 2510.3-101 as modified by section 3(42) of ERISA (the “ Plan Asset Regulations ”), which employee benefit plan, plan or entity is subject to Title I of ERISA or section 4975 of the Code, or a governmental, non-U.S. or church plan which is subject to any U.S. federal, state, local or other law that is substantially similar to Title I of ERISA or section 4975 of the Code (“ Similar Law ”), or (ii) (A) the Transferee is acquiring a Note other than a Specified Note, (B) as of the date of the transfer or purchase, the Note is rated at least investment grade, it believes that such Note is properly treated as indebtedness without substantial equity features for purposes of the Plan Asset Regulations and agrees to so treat such Note and (C) the Transferee’s acquisition, holding and disposition of the Notes will satisfy the requirements of Prohibited Transaction Class Exemption (“ PTCE ”) 84-14 (relating to transactions affected by a qualified professional asset manager), PTCE 90-1 (relating to investments by insurance company pooled separate accounts), PTCE 91-38 (relating to investments in bank collective investment funds), PTCE 95-60 (relating to transactions involving insurance company general accounts), PTCE 96-23 (relating to transactions directed by an in-house professional asset manager) or the statutory prohibited transaction exemption for service providers set forth in section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code or a similar class or statutory exemption and will not result in a non-exempt prohibited transaction under section 406 of ERISA or section 4975 of the Code (or, in the case of a governmental, non-U.S. or church plan subject to Similar Law, will not violate any such substantially Similar Law).

9. If the Transferee is acquiring the Notes as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgments, representations, warranties and agreements on behalf of each such account.

All capitalized terms used but not otherwise defined herein have the respective meanings assigned thereto in the Indenture, pursuant to which the Notes were issued.

IN WITNESS WHEREOF, the undersigned has caused this Transferee Certification to be executed by its duly authorized representative as of the day and year first above written.

[TRANSFEREE]

By:

Name:

Exhibit B-1-7

Title:

Exhibit B-1-8

Annex A1 to Exhibit B-1

TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES

1. As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or other executive officer of the Transferee.

2. The Transferee is a “qualified institutional buyer” as that term is defined in Rule 144A (“ Rule 144A ”) promulgated under the Securities Act of 1933, as amended (the “ 1933 Act ”), because (a) the Transferee owned and/or invested on a discretionary basis at least $_____ in securities [Note to reviewer - the amount in the previous blank must be at least $100,000,000 unless the Transferee is a dealer, in which case the amount filled in the previous blank must be at least $10,000,000.] (except for the excluded securities referred to in paragraph 3 below) as of _____ [specify a date on or since the end of the Transferee’s most recently ended fiscal year] (such amount being calculated in accordance with Rule 144A) and (b) the Transferee meets the criteria listed in the category marked below.

_____ Corporation, etc. The Transferee is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, a corporation (other than a bank as defined in Section 3(a)(2) of the 1933 Act or a savings and loan association or other similar institution referenced in Section 3(a)(5)(A) of the Act), a partnership, or a Massachusetts or similar business trust.

_____ Bank. The Transferee (a) is a national bank or banking institution as defined in Section 3(a)(2) of the 1933 Act, or any foreign bank or equivalent institution, acting for its own account or the accounts of other qualified institutional buyers, and (b) that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with it and that has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of sale under Rule 144A in the case of a U.S. bank, and not more than 18 months preceding such date of sale for a foreign bank or equivalent institution.

_____ Savings and Loan. The Transferee is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution referenced in Section 3(a)(5)(A) of the 1933 Act. The Transferee is supervised and examined by a state or federal authority having supervisory authority over any such institutions or is a foreign savings and loan association or equivalent institution and has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements as of a date not more than 16 months preceding the date of this certification in the case of a U.S. savings and loan association or similar institution, and not more than 18 months preceding the date of this certification in the case of a foreign savings and loan association or equivalent institution, a copy of which financial statements is attached hereto.

_____ Broker-dealer. The Transferee is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”).

Exhibit B-1-9

_____ Insurance Company. The Transferee is an insurance company as defined in Section 2(13) of the 1933 Act, whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a state, territory or the District of Columbia.

_____ State or Local Plan. The Transferee is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees.

_____ ERISA Plan. The Transferee is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended.

_____ Investment Adviser. The Transferee is an investment adviser registered under the Investment Advisers Act of 1940, as amended.

_____ Other. The Transferee qualifies as a “qualified institutional buyer” as defined in Rule 144A on the basis of facts other than those listed in any of the entries above. If this response is marked, the Transferee must certify on additional pages, to be attached to this certification, to facts that satisfy the Servicer that the Transferee is a “qualified institutional buyer” as defined in Rule 144A.

3. The term “securities” as used herein does not include (a) securities of issuers that are affiliated with the Transferee, (b) securities constituting the whole or part of an unsold allotment to or subscription by the Transferee, if the Transferee is a dealer, (c) bank deposit notes and certificates of deposit, (d) loan participations, (e) repurchase agreements, (f) securities owned but subject to a repurchase agreement and (g) currency, interest rate and commodity swaps.

4. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, the Transferee used the cost of such securities to the Transferee and did not include any of the securities referred to in the preceding paragraph. Further, in determining such aggregate amount, the Transferee may have included securities owned by subsidiaries of the Transferee, but only if such subsidiaries are consolidated with the Transferee in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Transferee’s direction. However, such securities were not included if the Transferee is a majority-owned, consolidated subsidiary of another enterprise and the Transferee is not itself a reporting company under the 1934 Act.

5. The Transferee acknowledges that it is familiar with Rule 144A and understands that the Transferor and other parties related to the Notes are relying and will continue to rely on the statements made herein because one or more sales to the Transferee may be made in reliance on Rule 144A.

6. Will the Transferee be purchasing _____ ____

the Notes only for the Transferree’s YES NO

own account?

Exhibit B-1-10

If the answer to the foregoing question is “NO”, the Transferee agrees that, in connection with any purchase of securities sold to the Transferee for the account of a third party (including any separate account) in reliance on Rule 144A, the Transferee will only purchase for the account of a third party that at the time is a “qualified institutional buyer” within the meaning of Rule 144A. In addition, the Transferee agrees that the Transferee will not purchase securities for a third party unless the Transferee has obtained a current representation letter from such third party or taken other appropriate steps contemplated by Rule 144A to conclude that such third party independently meets the definition of “qualified institutional buyer” set forth in Rule 144A.

The Transferee will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Transferee’s purchase of the Notes will constitute a reaffirmation of this certification as of the date of such purchase. In addition, if the Transferee is a bank or savings and loan as provided above, the Transferee agrees that it will furnish to such parties updated annual financial statements promptly after they become available.

IN WITNESS WHEREOF, the undersigned has caused this certificate to be executed by its duly authorized representative this _____ day of _____, _____.

_____________________________________

Print Name of Transferee

By:

Name:

Title:

Date:

Exhibit B-1-11

Annex A2 to Exhibit B-1

REGISTERED INVESTMENT COMPANIES

1. As indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice President of the entity purchasing the Notes (the “ Transferee ”) or, if the Transferee is part of a Family of Investment Companies (as defined in paragraph 3 below), is an officer of the related investment adviser (the “ Adviser ”).

2. The Transferee is a “qualified institutional buyer” as that term is defined in Rule 144A (“ Rule 144A ”) promulgated under the Securities Act of 1933, as amended (the “ 1933 Act ”), because (a) the Transferee is an investment company (a “ Registered Investment Company ”) registered under the Investment Company Act of 1940, as amended (the “ 1940 Act ”) and (b) as marked below, the Transferee alone, or the Transferee’s Family of Investment Companies, owned at least $[Note to reviewer - the amount in the previous blank must be at least $100,000,000] in securities (other than the excluded securities referred to in paragraph 4 below) as of [specify a date on or since the end of the Transferee’s most recently ended fiscal year]. For purposes of determining the amount of securities owned by the Transferee or the Transferee’s Family of Investment Companies, the cost of such securities to the Transferee or the Transferee’s Family of Investment Companies was used.

_____ The Transferee owned $_____ in securities (other than the excluded securities referred to in paragraph 4 below) as of the end of the Transferee’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).

_____ The Transferee is part of a Family of Investment Companies which owned in the aggregate $_____ in securities (other than the excluded securities referred to in paragraph 4 below) as of the end of the Transferee’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).

3. The term “Family of Investment Companies” as used herein means two or more Registered Investment Companies except for a unit investment trust whose assets consist solely of shares of one or more Registered Investment Companies (provided that each series of a “series company,” as defined in Rule 18f-2 under the 1940 Act, shall be deemed to be a separate investment company) that have the same investment adviser (or, in the case of a unit investment trust, the same depositor) or investment advisers (or depositors) that are affiliated (by virtue of being majority-owned subsidiaries of the same parent or because one investment adviser is a majority-owned subsidiary of the other).

4. The term “securities” as used herein does not include (a) securities of issuers that are affiliated with the Transferee or are part of the Transferee’s Family of Investment Companies, (b) bank deposit notes and certificates of deposit, (c) loan participations, (d) repurchase agreements, (e) securities owned but subject to a repurchase agreement and (f) currency, interest rate and commodity swaps.

5. The Transferee is familiar with Rule 144A and understands that the parties to which this certification is being made are relying and will continue to rely on the statements made herein

Exhibit B-1-12

because one or more sales to the Transferee will be in reliance on Rule 144A. In addition, the Transferee will only purchase for the Transferee’s own account.

6. The undersigned will notify the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice, the Transferee’s purchase of the Purchased Certificates will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase.

IN WITNESS WHEREOF, the undersigned has caused this certificate to be executed by its duly authorized representative this _____ day of _____, _____.

___________________________________________

[Print Name of Transferee or Adviser]

By:_________________________________

Name:

Title:

___________________________________________

IF AN ADVISER:

___________________________________________

[Print Name of Transferee]

Date:__________________

Exhibit B-1-13

Exhibit B-2

FORM OF TRANSFEREE CERTIFICATE FOR TRANSFER OF NOTES PURSUANT TO REGULATION S

[Transferee to Receive Regulation S Note]


Issuer	Ditech Agency Advance Trust

c/o Wilmington Trust, National Association, as Owner Trustee

Rodney Square North

1100 North Market Street

Wilmington, DE 19890


Administrator	Ditech Financial LLC

1100 Virginia Drive

Suite 100A

Ft. Washington PA, 19034


Depositor	Ditech Agency Advance Depositor LLC

c/o Ditech Financial LLC

1100 Virginia Drive

Suite 100A

Ft. Washington PA, 19034


Indenture Trustee	Wells Fargo Bank, N.A.

MAC N9300-070

600 South Fourth Street, 7 ^th Floor

Minneapolis, Minnesota 55479

Attn: Client Manager, Ditech Agency Advance Trust, Series [ ]

Re: $[ ] Ditech Agency Advance Trust Backed Notes, Series 20__-__, Class ____

[NOTE: COMPLETE [A] FOR A TRANSFER OF AN INTEREST IN A RULE 144A GLOBAL NOTE TO A TRANSFEREE THAT TAKES DELIVERY IN THE FORM OF AN INTEREST IN A REGULATION S GLOBAL NOTE DURING THE DISTRIBUTION COMPLIANCE PERIOD. COMPLETE [B] FOR A TRANSFER OF AN INTEREST IN A RULE 144A GLOBAL NOTE TO A TRANSFEREE THAT TAKES DELIVERY IN THE FORM OF AN INTEREST IN A REGULATION S DEFINITIVE NOTE. COMPLETE [C] FOR A TRANSFER OF AN INTEREST IN A RULE 144A

Exhibit B-2- 1

DEFINITIVE NOTE TO A TRANSFEREE THAT TAKES DELIVERY IN THE FORM OF AN INTEREST IN A REGULATION S GLOBAL NOTE. COMPLETE [D] FOR A TRANSFER OF AN INTEREST IN A RULE 144A DEFINITIVE NOTE TO A TRANSFEREE THAT TAKES DELIVERY IN THE FORM OF A REGULATION S DEFINITIVE NOTE. COMPLETE [E] FOR A TRANSFER OF AN INTEREST IN A REGULATION S GLOBAL NOTE TO A TRANSFEREE THAT TAKES DELIVERY IN THE FORM OF AN INTEREST IN A REGULATION S DEFINITIVE NOTE. COMPLETE [F] FOR A TRANSFER OF AN INTEREST IN REGULATION S DEFINITIVE NOTE TO A TRANSFEREE THAT TAKES DELIVERY IN THE FORM OF AN INTEREST IN A REGULATION S GLOBAL NOTE. COMPLETE [G] FOR A TRANSFER OF AN INTEREST IN A REGULATION S DEFINITIVE NOTE TO A TRANSFEREE THAT TAKES DELIVERY IN THE FORM OF A REGULATION S DEFINITIVE NOTE.]

Exhibit B-2- 2

[F] This letter relates to a Rule 144A Definitive Note (CUSIP No. _____) in the principal amount of _____ in the name of _____ (the “ Transferor ”). The Transferor has requested a transfer of such Note for a beneficial interest in a Rule 144A Global Note (CUSIP No. _____) in the name of _____ (the “ Transferee ”), to be held through the Depository. Delivered herewith is a Transferee Certification completed by the Transferee.

(i) the offer of the Notes was not made to a person in the United States;

(ii) at the time the buy order was originated, the Transferee was outside the United States or the Transfer and any person acting on its behalf reasonably believed that the Transferee was outside the United States

(iii) no directed selling efforts have been made in contravention of the requirements of Rule 903 or 904 of Regulation S, as applicable;

(iv) the transaction is not part of a plan or scheme to evade the registration requirements of the United States Securities Act of 1933, as amended (the “ Securities Act ”); and

(v) the Transferee is not a U.S. person.

Exhibit B-2- 3

The certificate and the statements contained herein are made for your benefit.

__________________________________________

Print Name of Transferee

By:

Name:

Title:

Date:

Exhibit B-2- 4

TRANSFEREE CERTIFICATION

Issuer Ditech Agency Advance Trust

c/o Wilmington Trust, National Association, as Owner Trustee

Rodney Square North

1100 North Market Street

Wilmington, DE 19890


Administrator	Ditech Financial LLC

1100 Virginia Drive

Suite 100A

Ft. Washington PA, 19034


Depositor	Ditech Agency Advance Depositor LLC

c/o Ditech Financial LLC

1100 Virginia Drive

Suite 100A

Ft. Washington PA, 19034

Indenture Trustee Wells Fargo Bank, N.A.

MAC N9300-070

600 South Fourth Street, 7 ^th Floor

Minneapolis, Minnesota 55479

Attn: Client Manager, Ditech Agency Advance Trust, Series [ ]

Re: $[ ] Ditech Agency Advance Trust Backed Notes, Series 20__-__, Class ____

1. The Transferee (i) is acquiring such Notes in an offshore transaction in accordance with Rule 904 of Regulation S, (ii) is acquiring such Notes for its own account, (iii) is not acquiring, and has not entered into any discussions regarding its acquisition of, such Notes while it is in the United States of America or any of its territories or possessions, (iv) understands that such Notes are being sold without registration under the Securities Act by reason of an exemption that depends, in part, on the accuracy

Exhibit B-2- 5

of these representations, (v) understands that such Notes may not, absent an applicable exemption, be transferred without registration and/or qualification under the Securities Act and applicable state securities laws and the laws of any other applicable jurisdiction and (vi) understands that prior to the end of the Distribution Compliance Period, interests in a Regulation S Note may only be held through Euroclear or Clearstream.

2. The Transferee understands that the Notes have not been registered under the Securities Act and, therefore, cannot be offered or sold in the United States or to U.S. persons (as defined in Rule 902(k) promulgated under the Securities Act) unless they are registered under the Securities Act or unless an exemption from registration is available. Accordingly, the certificates representing the Notes will bear a legend stating that the Notes have not been registered under the Securities Act and setting forth certain of the restrictions on transfer of the Notes. The Transferee understands that the Issuer has no obligation to register the Notes under the Securities Act or to comply with the requirements for any exemption from the registration requirements of the Securities Act.

3. The Transferee understands that the Notes (or any interest therein) may be resold, pledged or transferred only (a) to a person whom the Transferee reasonably believes after due inquiry is, and who has certified that it is, a “qualified institutional buyer” (a “ QIB ”) that purchases for its own account or for the account of a QIB to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A or (b) to a transferee that is a non-U.S. person acquiring such interest in an “offshore transaction” (as defined in Regulation S) in compliance with the provisions of Regulation S, if the transfer is otherwise made in accordance with any applicable securities laws of any state of the United States or any other relevant jurisdiction. In addition, such transfer may be subject to additional restrictions and is subject to compliance with certain procedures, as set forth in Section 6.5 of the Indenture referred to above.

4. The Transferee has been furnished with all information that it requested regarding (a) the Notes and distributions thereon and (b) the Indenture.

5. The Transferee has knowledge in financial and business matters and is capable of evaluating the merits and risks of an investment in the Notes; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision; and the Transferee (or any account or which it is pursuing) is able to bear the economic risk of an investment in the Notes and can afford a complete loss of such investment.

6. [For Notes other than Specified Notes (unless otherwise specified in the related Supplement)] Either (i) the Transferee is not, and is not acquiring, holding or transferring the Notes on behalf of or with assets of, an “employee benefit plan” as defined in section 3(3) of ERISA, a plan described in section 4975(e)(1) of the Code, an entity which is deemed to hold the assets of any such employee benefit plan or plan pursuant to 29 C.F.R. Section 2510.3-101 as modified by section 3(42) of ERISA (the “ Plan Asset Regulations ”), which employee benefit plan, plan or entity is subject to Title I of ERISA or section 4975 of the Code, or a governmental, non-U.S. or church plan which is subject to any U.S. federal, state, local or other law that is substantially similar to Title I of ERISA or section 4975 of the Code (“ Similar Law ”), or (ii) (A) as of the date of the transfer or purchase, the Note is rated at least investment grade, it believes that such Note is properly treated as indebtedness without substantial equity features for purposes of the Plan Asset Regulations and agrees to so treat such Note and (B) the Transferee’s acquisition, holding and disposition of the Notes will satisfy the requirements of Prohibited Transaction Class Exemption (“ PTCE ”) 84-14 (relating to transactions affected by a qualified

Exhibit B-2- 6

professional asset manager), PTCE 90-1 (relating to investments by insurance company pooled separate accounts), PTCE 91-38 (relating to investments in bank collective investment funds), PTCE 95-60 (relating to transactions involving insurance company general accounts), PTCE 96-23 (relating to transactions directed by an in-house professional asset manager) or the statutory prohibited transaction exemption for service providers set forth in Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code or a similar class or statutory exemption and will not result in a non-exempt prohibited transaction under section 406 of ERISA or section 4975 of the Code (or, in the case of a governmental, non-U.S. or church plan subject to Similar Law, will not violate any such substantially Similar Law). [For Specified Notes (unless otherwise specified in the related Supplement)] The Transferee is not, and is not acquiring, holding or transferring the Notes on behalf of or with assets of, an “employee benefit plan” as defined in section 3(3) of ERISA, a plan described in section 4975(e)(1) of the Code, an entity which is deemed to hold the assets of any such employee benefit plan or plan pursuant to 29 C.F.R. Section 2510.3-101 as modified by section 3(42) of ERISA, which employee benefit plan, plan or entity is subject to Title I of ERISA or section 4975 of the Code, or a governmental, non-U.S., or church plan which is subject to any Similar Law.

7. All capitalized terms used but not otherwise defined herein have the respective meanings assigned thereto in the Indenture, pursuant to which the Notes were issued.

Exhibit B-2- 7

IN WITNESS WHEREOF, the undersigned has caused this Transferee Certification to be executed by its duly authorized representative as of the day and year first above written.

[TRANSFEREE]

By:_________________________________

Name:

Title:

Exhibit B-2- 8

Exhibit C

AGREED UPON PROCEDURES

Please see Exhibit A to the Verification Agent Engagement Letter, dated as of February 9, 2018, and effective as of February 12, 2018, as updated from time to time upon agreement of the parties thereto, among AMC Servicing Solutions LLC, Ditech Financial LLC and the Administrative Agent.

Exhibit C- 1

Exhibit D

FORM OF ADDITIONAL TRANSFEREE CERTIFICATION REQUIRED UNDER SECTION 6.5(M) OF THE INDENTURE

TRANSFEREE CERTIFICATION

Issuer Ditech Agency Advance Trust

c/o Wilmington Trust, National Association, as Owner Trustee

Rodney Square North

1100 North Market Street

Wilmington, DE 19890

Administrator Ditech Financial LLC

1100 Virginia Drive

Suite 100A

Ft. Washington PA, 19034

Depositor Ditech Agency Advance Depositor LLC

c/o Ditech Financial LLC

1100 Virginia Drive

Suite 100A

Ft. Washington PA, 19034

Indenture Trustee Wells Fargo Bank, N.A.

MAC N9300-070

600 South Fourth Street, 7 ^th Floor

Minneapolis, Minnesota 55479

Attn: Client Manager, Ditech Agency Advance Trust, Series [ ]

Re: $[ ] Ditech Agency Advance Trust Backed Notes, Series 20__-__, Class ____

The undersigned (the “ Transferee ”) intends to purchase a beneficial interest in a Class 1 Specified Note representing $_____ principal balance of a Class 1 Specified Note from _____ [the Transferor named in the Transfer Certificate to which this Transferee Certification is attached]. In connection with the transfer of such beneficial interest in a Class 1 Specified Note (the “ Transfer ”), the Transferee does hereby certify that:

Exhibit D-1

(i) Either (a) it is not and will not become for U.S. federal income tax purposes a partnership, Subchapter S corporation or grantor trust (each such entity a “ flow-through entity ”) or (b) if it is or becomes a flow-through entity, then (I) none of the direct or indirect beneficial owners of any of the interests in such flow-through entity has or ever will have more than 50% of the value of its interest in such flow-through entity attributable to the beneficial interest of such flow-through entity in the Notes, other interest (direct or indirect) in the Issuer, or any interest created under the Indenture and (II) it is not and will not be a principal purpose of the arrangement involving the flow-through entity’s beneficial interest in any Class 1 Specified Note to permit any partnership to satisfy the 100-partner limitation of Section 1.7704-1(h)(1)(ii) of the Treasury Regulations necessary for such partnership not to be classified as a publicly traded partnership under the Internal Revenue Code.

(ii) It is not acquiring any beneficial interest in the Class 1 Specified Note and it will not sell, transfer, assign, participate, or otherwise dispose of any or beneficial interest in the Class 1 Specified Note and it will not cause any beneficial interest in the Class 1 Specified Note to be marketed, in each case on or through an “established securities market” or a “secondary market (or the substantial equivalent thereof),” each within the meaning of Section 7704(b) of the Internal Revenue Code, including, without limitation, an interdealer quotation system that regularly disseminates firm buy or sell quotations.

(iii) Its beneficial interest in the Class 1 Specified Notes is not and will not be in an amount that is less than the minimum denomination for the Class 1 Specified Notes set forth in the Indenture, and it does not and will not hold any beneficial interest in the Class 1 Specified Note on behalf of any Person whose beneficial interest in the Class 1 Specified Note is in an amount that is less than the minimum denomination for the Class 1 Specified Notes set forth in the Indenture. It will not sell, transfer, assign, participate, or otherwise dispose of any beneficial interest in the Class 1 Specified Note or enter into any financial instrument or contract the value of which is determined by reference in whole or in part to any Class 1 Specified Note, in each case if the effect of doing so would be that the beneficial interest of any Person in a Class 1 Specified Note would be in an amount that is less than the minimum denomination for the Class 1 Specified Notes set forth in the Indenture.

(iv) It will not transfer any beneficial interest in the Class 1 Specified Note (directly, through a participation thereof, or otherwise) unless, prior to the transfer, the transferee shall have executed and delivered to the Indenture Trustee and the Note Registrar, and any of their respective successors or assigns, a Transferee Certification substantially in the form of Exhibit E of the Indenture.

(v) It will not use the Class 1 Specified Note as collateral for the issuance of any securities that could cause the Trust to become subject to taxation as a taxable mortgage pool taxable as a corporation, publicly traded partnership taxable as a corporation or association taxable as a corporation, each for U.S. federal income tax purposes, provided that it may engage in any repurchase transaction (repo) the subject matter of which is a Class 1 Specified Note, provided the terms of such repurchase transaction are generally consistent with prevailing market practice.

Exhibit D-2

(vi) It will not take any action and will not allow any other action that could cause the Trust to become taxable as a corporation for U.S. federal income tax purposes.

(vii) The Transferee understands that tax counsel to the Trust has provided an opinion substantially to the effect that the Trust will not be taxable as a corporation for U.S. federal income tax purposes and that the validity of such opinion is dependent in part on the accuracy of the representations herein.

(viii) This Transferee Certification has been duly executed and delivered and constitutes the legal, valid and binding obligation of the Transferee, enforceable against the Transferee in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles affecting the enforcement of creditors’ rights generally and general principles of equity, and indemnification sought in respect of securities laws violations may be limited by public policy.

(ix) It acknowledges that the Depositor, the Issuer, the Trustee, the Note Registrar and others will rely on the truth and accuracy of the foregoing representations and warranties, and agrees that if it becomes aware that any of the foregoing made by it or deemed to have been made by it are no longer accurate, it shall promptly notify the Issuer.

THE UNDERSIGNED HEREBY ACKNOWLEDGES THAT ANY TRANSFER TO OR BY THE UNDERSIGNED IN VIOLATION OF ANY OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO OR BY THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE INDENTURE TRUSTEE, THE NOTE REGISTRAR OR ANY OTHER PERSON.

[TRANSFEREE]

By:________________________________

Name:

Title:

Exhibit D-3

Exhibit E

FORM OF ADDITIONAL TRANSFEREE CERTIFICATION REQUIRED UNDER SECTION 6.5(N) OF THE INDENTURE

TRANSFEREE CERTIFICATION

Issuer Ditech Agency Advance Trust

c/o Wilmington Trust, National Association, as Owner Trustee

Rodney Square North

1100 North Market Street

Wilmington, DE 19890

Administrator Ditech Financial LLC

1100 Virginia Drive

Suite 100A

Ft. Washington PA, 19034

Depositor Ditech Agency Advance Depositor LLC

c/o Ditech Financial LLC

1100 Virginia Drive

Suite 100A

Ft. Washington PA, 19034

Indenture Trustee Wells Fargo Bank, N.A.

MAC N9300-070

600 South Fourth Street, 7 ^th Floor

Minneapolis, Minnesota 55479

Attn: Client Manager, Ditech Agency Advance Trust, Series [ ]

Re: $[ ] Ditech Agency Advance Trust Backed Notes, Series 20__-__, Class ____

The undersigned (the “ Transferee ”) intends to purchase a beneficial interest in a Class 2 Specified Note representing $_____ principal balance of a Class 2 Specified Note from _____ [the Transferor named in the Transfer Certificate to which this Transferee Certification is attached]. In connection with the transfer of such beneficial interest in a Class 2 Specified Note (the “ Transfer ”), the Transferee does hereby certify that:

Exhibit E-1

(i) Either (a) it is not and will not become for U.S. federal income tax purposes a partnership, Subchapter S corporation or grantor trust (each such entity a “ flow-through entity ”) or (b) if it is or becomes a flow-through entity, then (I) none of the direct or indirect beneficial owners of any of the interests in such flow-through entity has or ever will have more than 50% of the value of its interest in such flow-through entity attributable to the beneficial interest of such flow-through entity in the Notes, other interest (direct or indirect) in the Issuer, or any interest created under the Indenture and (II) it is not and will not be a principal purpose of the arrangement involving the flow-through entity’s beneficial interest in any Class 2 Specified Note to permit any partnership to satisfy the 100-partner limitation of Section 1.7704-1(h)(1)(ii) of the Treasury Regulations necessary for such partnership not to be classified as a publicly traded partnership under the Internal Revenue Code.

(ii) It is not acquiring any beneficial interest in the Class 2 Specified Note and it will not sell, transfer, assign, participate, or otherwise dispose of any or beneficial interest in the Class 2 Specified Note and it will not cause any beneficial interest in the Class 2 Specified Note to be marketed, in each case on or through an “established securities market” or a “secondary market (or the substantial equivalent thereof),” each within the meaning of Section 7704(b) of the Internal Revenue Code, including, without limitation, an interdealer quotation system that regularly disseminates firm buy or sell quotations.

(iii) Its beneficial interest in the Class 2 Specified Notes is not and will not be in an amount that is less than the minimum denomination for the Class 2 Specified Notes set forth in the Indenture, and it does not and will not hold any beneficial interest in the Class 2 Specified Note on behalf of any Person whose beneficial interest in the Class 2 Specified Note is in an amount that is less than the minimum denomination for the Class 2 Specified Notes set forth in the Indenture. It will not sell, transfer, assign, participate, or otherwise dispose of any beneficial interest in the Class 2 Specified Note or enter into any financial instrument or contract the value of which is determined by reference in whole or in part to any Class 2 Specified Note, in each case if the effect of doing so would be that the beneficial interest of any Person in a Class 2 Specified Note would be in an amount that is less than the minimum denomination for the Class 2 Specified Notes set forth in the Indenture.

(iv) It will not transfer any beneficial interest in the Class 2 Specified Note (directly, through a participation thereof, or otherwise) unless, prior to the transfer, the transferee shall have executed and delivered to the Indenture Trustee and the Note Registrar, and any of their respective successors or assigns, a Transferee Certification substantially in the form of Exhibit F of the Indenture.

(v) It will not use the Class 2 Specified Note as collateral for the issuance of any securities that could cause the Trust to become subject to taxation as a taxable mortgage pool taxable as a corporation, publicly traded partnership taxable as a corporation or association taxable as a corporation, each for U.S. federal income tax purposes, provided that it may engage in any repurchase transaction (repo) the subject matter of which is a Class 2 Specified Note, provided the terms of such repurchase transaction are generally consistent with prevailing market practice.

Exhibit E-2

(vi) It will not take any action and will not allow any other action that could cause the Trust to become taxable as a corporation for U.S. federal income tax purposes.

(viii) The Transferee understands that tax counsel to the Trust has provided an opinion substantially to the effect that the Trust will not be taxable as a corporation for U.S. federal income tax purposes and that the validity of such opinion is dependent in part on the accuracy of the representations herein.

(ix) This Transferee Certification has been duly executed and delivered and constitutes the legal, valid and binding obligation of the Transferee, enforceable against the Transferee in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles affecting the enforcement of creditors’ rights generally and general principles of equity, and indemnification sought in respect of securities laws violations may be limited by public policy.

(x) It acknowledges that the Depositor, the Issuer, the Trustee, the Note Registrar and others will rely on the truth and accuracy of the foregoing representations and warranties, and agrees that if it becomes aware that any of the foregoing made by it or deemed to have been made by it are no longer accurate, it shall promptly notify the Issuer.

[TRANSFEREE]

By:______________________________________

Name:

Title:

Exhibit E-3

Exhibit F-1

AUTHORIZED REPRESENTATIVES OF THE INDENTURE TRUSTEE, CALCULATION AGENT, PAYING AGENT AND SECURITIES INTERMEDIARY



Name	Title	Signature
Mark DeFabio	VP	/s/ Mark DeFabio
Barry Akers	VP	/s/ Barry Akers
Cleon Kelly	AVP	/s/ Cleon Kelly

Exhibit F-1-1

Exhibit F-2

AUTHORIZED REPRESENTATIVES OF THE ADMINISTRATOR AND THE SERVICER



Name	Title	Signature
Patricia Hobbib	SVP and Secretary	/s/ Patricia Hobbib
Cheryl A. Collins	SVP and Treasurer	/s/ Cheryl A. Collins
Kimberly A. Perez	SVP and Chief Accounting Officer	/s/ Kimberly A. Perez

Exhibit F-2-1

Exhibit F-3

AUTHORIZED REPRESENTATIVES OF THE ADMINISTRATIVE AGENT



Name	Title	Signature
Margaret D. Dellafera	Vice President	/s/ Margaret D. Dellafera
Kwaw de Graft-Johnson	Vice President	/s/ Kwaw de Graft-Johnson
Elie Chau	Vice President	/s/ Elie Chau

Exhibit F-3-1

Exhibit F-4

AUTHORIZED REPRESENTATIVES OF THE ISSUER

See attached.

Exhibit F-4-1



Name	Office	Signature
William J. Farrell	Executive Vice President	/s/ William J. Farrell
Patrick J. Tadie	Group Vice President	/s/ Patrick J. Tadie
John M. Beeson, Jr.	Senior Vice President	/s/ John M. Beeson, Jr.
Cynthia L. Corliss	Senior Vice President	/s/ Cynthia L. Corliss
Lon P. LeClair	Senior Vice President	/s/ Lon P. LeClair
Jean-Christophe R. Schroeder	Senior Vice President	/s/ Jean-Christophe R. Schroeder
Matthew J. McAfee	Group Vice President	/s/ Matthew J. McAfee
Robert Barnett III	Administrative Vice President	/s/ Robert Barnett III
Nadine L. Black	Administrative Vice President	/s/ Nadine L. Black
Robert D. Brown	Administrative Vice President	/s/ Robert D. Brown
Steven M. Cimalore	Administrative Vice President	/s/ Steven M. Cimalore
John A. Hayes, III	Administrative Vice President	/s/ John A. Hayes, III
Tira L. Johnson	Administrative Vice President	/s/ Tira L. Johnson



Edward C. Jones, Jr.	Administrative Vice President	/s/ Edward C. Jones, Jr.
Jason L. Kyler	Administrative Vice President	/s/ Jason L. Kyler
Roseline K. Maney	Administrative Vice President	/s/ Roseline K. Maney
Jennifer E. Matz	Administrative Vice President	/s/ Jennifer E. Matz
Christopher J. Monigle	Administrative Vice President	/s/ Christopher J. Monigle
Timothy Mowdy	Administrative Vice President	/s/ Timothy Mowdy
Sandra R. Ortiz	Administrative Vice President	/s/ Sandra R. Ortiz
Mary Kay Pupillo	Administrative Vice President	/s/ Mary Kay Pupillo
Nicholas D. Tally	Administrative Vice President	/s/ Nicholas D. Tally
David A. Vanaskey, Jr.	Administrative Vice President	/s/ David A. Vanaskey, Jr.
Nicholas A. Adams	Vice President	/s/ Nicholas A. Adams
Adnan Ahmad	Vice President	/s/ Adnan Ahmad
Dara Alderton	Vice President	/s/ Dara Alderton
Hsiao (Ling) Amoroso	Vice President	/s/ Hsiao (Ling) Amoroso



Mary E. Anderson	Vice President	/s/ Mary E. Anderson
Beth Andrews	Vice President	/s/ Beth Andrews
M. Anthony Argenio	Vice President	/s/ M. Anthony Argenio
Mary Alice Avery	Vice President	/s/ Mary Alice Avery
David Bagley	Vice President	/s/ David Bagley
Joseph Baker	Vice President	/s/ Joseph Baker
Robert W. Bilodeau	Vice President	/s/ Robert W. Bilodeau
Robert H. Bockrath, II	Vice President	/s/ Robert H. Bockrath, II
Felicia M. Boyer	Vice President	/s/ Felicia M. Boyer
Mark H. Brzoska	Vice President	/s/ Mark H. Brzoska
Brian Buchanan	Vice President	/s/ Brian Buchanan
Jason Buechele	Vice President	/s/ Jason Buechele
William Cardozo	Vice President	/s/ William Cardozo
Joseph Clark	Vice President	/s/ Joseph Clark



Dorri Costello	Vice President	/s/ Dorri Costello
Deborah M. Daniello	Vice President	/s/ Deborah M. Daniello
Drew H. Davis	Vice President	/s/ Drew H. Davis
Robert Randall Deen	Vice President	/s/ Robert Randall Deen
James C. Deitrick	Vice President	/s/ James C. Deitrick
John T. Deleray	Vice President	/s/ John T. Deleray
Patrick J. Donahue	Vice President	/s/ Patrick J. Donahue
Robert J. Donaldson	Vice President	/s/ Robert J. Donaldson
Cynthia Duke	Vice President	/s/ Cynthia Duke
Kevin M. Ebert	Vice President	/s/ Kevin M. Ebert
Michael T. Edgington	Vice President	/s/ Michael T. Edgington
Donald E. Evans, Jr.	Vice President	/s/ Donald E. Evans, Jr.
Patricia A. Evans	Vice President	/s/ Patricia A. Evans
Joseph B. Feil	Vice President	/s/ Joseph B. Feil



Peter F. Finkel	Vice President	/s/ Peter F. Finkel
Nancy L. George	Vice President	/s/ Nancy L. George
Gregory Golden	Vice President	/s/ Gregory Golden
Jared J. Grunig	Vice President	/s/ Jared J. Grunig
Donald C. Hargadon	Vice President	/s/ Donald C. Hargadon
Gregory Hasty	Vice President	/s/ Gregory Hasty
William M. Hearn	Vice President	/s/ William M. Hearn
Thomas Herring, Jr.	Vice President	/s/ Thomas Herring, Jr.
Charles Hicks	Vice President	/s/ Charles Hicks
Garry Hills	Vice President	/s/ Garry Hills
Robert P. Hines, Jr.	Vice President	/s/ Robert P. Hines, Jr.
Paul C. Hoek	Vice President	/s/ Paul C. Hoek
Joy E. Holloway	Vice President	/s/ Joy E. Holloway
Rex F. Hood	Vice President	/s/ Rex F. Hood



Michael W. Ingraham	Vice President	/s/ Michael W. Ingraham
Joshua G. James	Vice President	/s/ Joshua G. James
Nancy James	Vice President	/s/ Nancy James
Jason L. Johnson	Vice President	/s/ Jason L. Johnson
Benjamin F. Jordan	Vice President	/s/ Benjamin F. Jordan
Jeffery A. Kemp	Vice President	/s/ Jeffery A. Kemp
Tamara L. Krawczyk	Vice President	/s/ Tamara L. Krawczyk
Eleanor D. Kress	Vice President	/s/ Eleanor D. Kress
Renee A. Kuhl	Vice President	/s/ Renee A. Kuhl
Susan Laratonda	Vice President	/s/ Susan Laratonda
Baron W. Legault	Vice President	/s/ Baron W. Legault
Andrew P. Lennon	Banking Officer	/s/ Andrew P. Lennon
Camilla J. Lindsey	Vice President	/s/ Camilla J. Lindsey
Larry R. Long	Vice President	/s/ Larry R. Long



Jennifer A. Luce	Vice President	/s/ Jennifer A. Luce
Shawn T. Lucey	Vice President	/s/ Shawn T. Lucey
Virginia Machamer	Vice President	/s/ Virginia Machamer
Victoria L. Manrique	Vice President	/s/ Victoria L. Manrique
Jeanie Mar	Vice President	/s/ Jeanie Mar
Meghan H. McCauley	Vice President	/s/ Meghan H. McCauley
Nicole A. McClelland	Vice President	/s/ Nicole A. McClelland
Frank W. McDonald	Vice President	/s/ Frank W. McDonald
Aaron G. McManus	Vice President	/s/ Aaron G. McManus
Alphonse C. Miller	Vice President	/s/ Alphonse C. Miller
Shaheen Mohajer	Vice President	/s/ Shaheen Mohajer
Dante M. Monakil	Vice President	/s/ Dante M. Monakil
W. Thomas Morris, II	Vice President	/s/ W. Thomas Morris, II
John Mulvena	Vice President	/s/ John Mulvena



John T. Needham Jr.	Vice President	/s/ John T. Needham Jr.
Paul J. Nelson	Vice President	/s/ Paul J. Nelson
Caroline R. Oakes	Vice President	/s/ Caroline R. Oakes
Barbara O'Brien	Vice President	/s/ Barbara O'Brien
Joseph P. O'Donnell	Vice President	/s/ Joseph P. O'Donnell
James Olek	Vice President	/s/ James Olek
Jeanne M. Oller	Vice President	/s/ Jeanne M. Oller
Michael W. Orendorf	Vice President	/s/ Michael W. Orendorf
Erik Overcash	Vice President	/s/ Erik Overcash
Catherine A. Parranto	Vice President	/s/ Catherine A. Parranto
Kara Lee Partin	Vice President	/s/ Kara Lee Partin
Sophie B. Pendolino	Vice President	/s/ Sophie B. Pendolino
Robert J. Perkins	Vice President	/s/ Robert J. Perkins
Timothy M. Powers	Vice President	/s/ Timothy M. Powers



Margaret Pulgini	Vice President	/s/ Margaret Pulgini
Robert L. Reynolds	Vice President	/s/ Robert L. Reynolds
Amy G. Roe	Vice President	/s/ Amy G. Roe
Jeffery Rose	Vice President	/s/ Jeffery Rose
Amy Rubincam	Vice President	/s/ Amy Rubincam
Erik L. Saville	Vice President	/s/ Erik L. Saville
Jane Y. Schweiger	Vice President	/s/ Jane Y. Schweiger
Adam Scozzafava	Vice President	/s/ Adam Scozzafava
Jeffrey M. Seling	Vice President	/s/ Jeffrey M. Seling
Rachel L. Simpson	Vice President	/s/ Rachel L. Simpson
Christopher J. Slaybaugh	Vice President	/s/ Christopher J. Slaybaugh
Jay Smith IV	Vice President	/s/ Jay Smith IV
Jane Snyder	Vice President	/s/ Jane Snyder
Jacqueline E. Solone	Vice President	/s/ Jacqueline E. Solone



Aaron Soper	Vice President	/s/ Aaron Soper
Erwin Soriano	Vice President	/s/ Erwin Soriano
W. Chris Sponenberg	Vice President	/s/ W. Chris Sponenberg
Mary C. St Amand	Vice President	/s/ Mary C. St Amand
Lynn Mary Steiner	Vice President	/s/ Lynn Mary Steiner
Mary Alice Stopyra	Vice President	/s/ Mary Alice Stopyra
Nedine P. Sutton	Vice President	/s/ Nedine P. Sutton
Aimee Lynn Tabor	Vice President	/s/ Aimee Lynn Tabor
Boris Treyger	Vice President	/s/ Boris Treyger
Adam R. Vogelsong	Vice President	/s/ Adam R. Vogelsong
Brooks Von Arx, Jr.	Vice President	/s/ Brooks Von Arx, Jr.
John D. Wallen	Vice President	/s/ John D. Wallen
Mindy Walser	Vice President	/s/ Mindy Walser
Michael H. Wass	Vice President	/s/ Michael H. Wass



Andrew Wassing	Vice President	/s/ Andrew Wassing
Steven J. Wattie	Vice President	/s/ Steven J. Wattie
Leigh H. Weiss	Vice President	/s/ Leigh H. Weiss
Farrah F. Welsh	Vice President	/s/ Farrah F. Welsh
Julie M. Westrich	Vice President	/s/ Julie M. Westrich
Cindy L. White	Vice President	/s/ Cindy L. White
Gerald C. Williston, Sr.	Vice President	/s/ Gerald C. Williston, Sr.
Todd M. Winchel	Vice President	/s/ Todd M. Winchel
Michelle M. Wojciechowicz	Vice President	/s/ Michelle M. Wojciechowicz
Anita R. Woolery	Vice President	/s/ Anita R. Woolery
David B. Young	Vice President	/s/ David B. Young
Jennifer K. Anderson	Assistant Vice President	/s/ Jennifer K. Anderson
Maureen A. Auld	Assistant Vice President	/s/ Maureen A. Auld
Steven M. Barone	Assistant Vice President	/s/ Steven M. Barone



Stevie Blackston	Assistant Vice President	/s/ Stevie Blackston
Tashia Campbell	Assistant Vice President	/s/ Tashia Campbell
Beverly D. Capers	Assistant Vice President	/s/ Beverly D. Capers
Colin M. Casner	Assistant Vice President	/s/ Colin M. Casner
Elizabeth M. Cerro	Assistant Vice President	/s/ Elizabeth M. Cerro
Catherine A. Chandler	Assistant Vice President	/s/ Catherine A. Chandler
Christine Cotton	Assistant Vice President	/s/ Christine Cotton
Karin W. Cranz	Assistant Vice President	/s/ Karin W. Cranz
Dennis Cristofoletti	Assistant Vice President	/s/ Dennis Cristofoletti
Serena D'Amato	Assistant Vice President	/s/ Serena D'Amato
Hallie Field	Assistant Vice President	/s/ Hallie Field
Gregory S. Foltz	Assistant Vice President	/s/ Gregory S. Foltz
Shawn Goffinet	Assistant Vice President	/s/ Shawn Goffinet
Todd Goldstein	Assistant Vice President	/s/ Todd Goldstein



S. Bernadette Greaver	Assistant Vice President	/s/ S. Bernadette Greaver
Nancy E. Hagner	Assistant Vice President	/s/ Nancy E. Hagner
Christopher Hickok	Assistant Vice President	/s/ Christopher Hickok
Patricia Hohensee	Assistant Vice President	/s/ Patricia Hohensee
Elisabeth Hudgens	Assistant Vice President	/s/ Elisabeth Hudgens
Melissa Jalace-Vasold	Assistant Vice President	/s/ Melissa Jalace-Vasold
June T. Jones	Assistant Vice President	/s/ June T. Jones
Eric A. Kardash	Assistant Vice President	/s/ Eric A. Kardash
Janet Krone	Assistant Vice President	/s/ Janet Krone
Melissa A. Marion	Assistant Vice President	/s/ Melissa A. Marion
Douglas P. Marmion	Assistant Vice President	/s/ Douglas P. Marmion
Chad May	Assistant Vice President	/s/ Chad May
Dawn McCarthy	Assistant Vice President	/s/ Dawn McCarthy
Stephen McPherson	Assistant Vice President	/s/ Stephen McPherson



Sally M. Molina	Assistant Vice President	/s/ Sally M. Molina
Dawn M. Nelson	Assistant Vice President	/s/ Dawn M. Nelson
Susan T. O'Neal	Assistant Vice President	/s/ Susan T. O'Neal
Zdravka S. Panchev	Assistant Vice President	/s/ Zdravka S. Panchev
Jose L. Paredes	Assistant Vice President	/s/ Jose L. Paredes
Patricia F. Pikus	Assistant Vice President	/s/ Patricia F. Pikus
Rita Marie Ritrovato	Assistant Vice President	/s/ Rita Marie Ritrovato
Melinda L. Romay	Assistant Vice President	/s/ Melinda L. Romay
Kristin L. Schillinger	Assistant Vice President	/s/ Kristin L. Schillinger
Ruth K. Shiffler	Assistant Vice President	/s/ Ruth K. Shiffler
Dayna L. Smith	Assistant Vice President	/s/ Dayna L. Smith
Susan Beth Sobocinski	Assistant Vice President	/s/ Susan Beth Sobocinski
Joan H. Stapley	Assistant Vice President	/s/ Joan H. Stapley
Elizabeth Stier	Assistant Vice President	/s/ Elizabeth Stier



Sarah Stokes	Assistant Vice President	/s/ Sarah Stokes
Rosemary A. Toobert	Assistant Vice President	/s/ Rosemary A. Toobert
Michelle Tornabene	Assistant Vice President	/s/ Michelle Tornabene
Paula Warrenfeltz	Assistant Vice President	/s/ Paula Warrenfeltz
Russell T. Whitley	Assistant Vice President	/s/ Russell T. Whitley
James G. Wisniewski	Assistant Vice President	/s/ James G. Wisniewski
Ann K. Wright	Assistant Vice President	/s/ Ann K. Wright
Clarice Wright	Assistant Vice President	/s/ Clarice Wright
Matthew Bosnjak	Banking Officer	/s/ Matthew Bosnjak
Leslie Brooks	Banking Officer	/s/ Leslie Brooks
Andrea K. Cabrera	Banking Officer	/s/ Andrea K. Cabrera
Mark Campise	Banking Officer	/s/ Mark Campise
Rachel Cebada	Banking Officer	/s/ Rachel Cebada
Cynthia Cerda	Banking Officer	/s/ Cynthia Cerda



Alisha M. Clendaniel	Banking Officer	/s/ Alisha M. Clendaniel
Craig Cramer	Banking Officer	/s/ Craig Cramer
Russell L. Crane	Banking Officer	/s/ Russell L. Crane
Rosemarie A. DiBattista	Banking Officer	/s/ Rosemarie A. DiBattista
Abonie Edwards	Banking Officer	/s/ Abonie Edwards
Audrey M. Gordon	Banking Officer	/s/ Audrey M. Gordon
Mary Ellen Gray	Banking Officer	/s/ Mary Ellen Gray
Darcy Green	Banking Officer	/s/ Darcy Green
Daniel J. Greene	Banking Officer	/s/ Daniel J. Greene
Margaret Griffith	Banking Officer	/s/ Margaret Griffith
Arlene M. Henn	Banking Officer	/s/ Arlene M. Henn
Sherri Hicks	Banking Officer	/s/ Sherri Hicks
Lynette J. Hilgar	Banking Officer	/s/ Lynette J. Hilgar
Cora Holland-Koller	Banking Officer	/s/ Cora Holland-Koller



Patrick A. Kanar	Banking Officer	/s/ Patrick A. Kanar
Charlotte A. Kardatzke	Banking Officer	/s/ Charlotte A. Kardatzke
Nicole Kroll	Banking Officer	/s/ Nicole Kroll
Judith N. Kruck	Banking Officer	/s/ Judith N. Kruck
Marie McMullen	Banking Officer	/s/ Marie McMullen
Kila Mullikin	Banking Officer	/s/ Kila Mullikin
J. Christopher Murphy	Banking Officer	/s/ J. Christopher Murphy
Ken M. Newcomer	Banking Officer	/s/ Ken M. Newcomer
Trudy A. O'Grady	Banking Officer	/s/ Trudy A. O'Grady
Julianne N. Powers	Banking Officer	/s/ Julianne N. Powers
Wilfredo Rodriguez, Jr.	Banking Officer	/s/ Wilfredo Rodriguez, Jr.
Jamie Danita Roseberg	Banking Officer	/s/ Jamie Danita Roseberg
Angela Rossi	Banking Officer	/s/ Angela Rossi
Lora K. Russell	Banking Officer	/s/ Lora K. Russell



Susan E. Russell	Banking Officer	/s/ Susan E. Russell
Rachel Schlee	Banking Officer	/s/ Rachel Schlee
Christy Marie Sheppard	Banking Officer	/s/ Christy Marie Sheppard
Suan Wi Tan	Banking Officer	/s/ Suan Wi Tan
Scott Wetzel	Banking Officer	/s/ Scott Wetzel
Jennifer L. Wieszcholek	Banking Officer	/s/ Jennifer L. Wieszcholek
Katherine V. Whitestone	Banking Officer	/s/ Katherine V. Whitestone

Exhibit 10.26.5

EXECUTION VERSION

DITECH AGENCY ADVANCE TRUST,
as Issuer

and

WELLS FARGO BANK, N.A.,
as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary

and

DITECH FINANCIAL LLC,
as Administrator and as Servicer

and

CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC,
as Administrative Agent

__________

SERIES 2018-VF1

INDENTURE SUPPLEMENT

Dated as of February 9, 2018, and effective as of February 12, 2018

INDENTURE

Dated as of February 9, 2018, and effective as of February 12, 2018

__________

ADVANCE RECEIVABLES BACKED NOTES,
SERIES 2018-VF1

TABLE OF CONTENTS

PAGE



SECTION 1	CREATION OF SERIES 2018-VF1 NOTES	1
SECTION 2	DEFINED TERMS	2
SECTION 3	FORMS OF SERIES 2018-VF1 NOTES	15
SECTION 4	COLLATERAL VALUE EXCLUSIONS	16
SECTION 5	ADMINISTRATIVE AGENT DISCRETION	16
SECTION 6	SERIES RESERVE ACCOUNT	17
SECTION 7	PAYMENTS; NOTE BALANCE INCREASES; EARLY MATURITY; ADDITIONAL FUNDING CONDITIONS	18
SECTION 8	DETERMINATION OF NOTE INTEREST RATE	19
SECTION 9	INCREASED COSTS	19
SECTION 10	SERIES REPORTS	21
SECTION 11	CONDITIONS PRECEDENT SATISFIED	22
SECTION 12	REPRESENTATIONS AND WARRANTIES; COVENANTS	22
SECTION 13	AMENDMENTS	23
SECTION 14	COUNTERPARTS	24
SECTION 15	ENTIRE AGREEMENT	24
SECTION 16	LIMITED RECOURSE	24
SECTION 17	OWNER TRUSTEE LIMITATION OF LIABILITY	25
SECTION 18	REDUCTION OF MAXIMUM COMBINED PURCHASE PRICE	25
SECTION 19	ASSIGNMENT	25
SECTION 20	NOTICES	26
SECTION 21	CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS INDENTURE SUPPLEMENT	26
SECTION 22	U.S. CREDIT RISK RETENTION	26
SECTION 23	NO PETITION	26
SECTION 24	CHOICE OF LAW	27

Schedules

Schedule 1 – Wiring Instructions

THIS SERIES 2018-VF1 INDENTURE SUPPLEMENT (this “ Indenture Supplement ”), dated as of February 9, 2018, and effective as of February 12, 2018 (the “ Effective Date ”), is made by and among DITECH AGENCY ADVANCE TRUST, a statutory trust organized under the laws of the State of Delaware (the “ Issuer ”), WELLS FARGO BANK, N.A., a New York banking corporation, as trustee (the “ Indenture Trustee ”), as calculation agent (the “ Calculation Agent ”), as paying agent (the “ Paying Agent ”) and as securities intermediary (the “ Securities Intermediary ”), DITECH FINANCIAL LLC (formerly known as Green Tree Servicing LLC), a Delaware limited liability company (“ Ditech ”), as Administrator on behalf of the Issuer (the “ Administrator ”) and as Servicer (the “ Servicer ”) under the Designated Servicing Agreements and CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, a limited liability company organized in the State of Delaware (“ Credit Suisse ”), as Administrative Agent (as defined below). This Indenture Supplement relates to and is executed pursuant to that certain Indenture (as amended, supplemented, restated or otherwise modified from time to time, the “ Base Indenture ”) supplemented hereby, dated as of the date hereof, among the Issuer, the Servicer, the Administrator, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Securities Intermediary and Credit Suisse, as Administrative Agent, all the provisions of which are incorporated herein as modified hereby and shall be a part of this Indenture Supplement as if set forth herein in full (the Base Indenture as so supplemented by this Indenture Supplement being referred to as the “ Indenture ”).

Capitalized terms used and not otherwise defined herein shall have the respective meanings given them in the Base Indenture.

PRELIMINARY STATEMENT

The Issuer has duly authorized the issuance of a Series of Notes, the Series 2018-VF1 Notes (as defined below). The parties are entering this Indenture Supplement to document the terms of the Series 2018-VF1 Notes that are being issued pursuant to the Base Indenture, which provide for the issuance of Notes in multiple series from time to time.

The Base Indenture and this Indenture Supplement shall become effective upon the Effective Date and shall not be effective for any period prior to the Effective Date solely as to Series 2018-VF1 Notes and shall not apply to any other Series issued under the Base Indenture.

In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Base Indenture, the terms and provisions of this Indenture Supplement shall govern to the extent of such conflict.

Section 1. Creation of Series 2018-VF1 Notes.

Effective as of the Issuance Date, the Series 2018-VF1 Notes, are being issued pursuant to the Base Indenture and this Indenture Supplement, known as “Ditech Agency Advance Trust 2018-VF1 Advance Receivables Backed Notes, Series 2018-VF1 Notes.” (the “ Series 2018-VF1 Variable Funding Notes ” or the “ Series 2018-VF1 Notes ”). The Series 2018-VF1 Notes are not subordinated to any other Series of Notes. The Series 2018-VF1 Notes are being issued with the Initial Note Balances, Maximum VFN Principal Balances, Stated Maturity Date, Revolving Period, Note Interest Rates, Expected Repayment Date and other terms as specified in this Indenture Supplement. The Series 2018-VF1 Notes shall be secured by the Trust Estate Granted to the Indenture Trustee pursuant to the Base Indenture. The Indenture Trustee holds and shall hold the Trust Estate as collateral security for the benefit of the Noteholders of the Series 2018-VF1 Notes and all other Series of Notes issued under the Base Indenture as described therein. In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Base Indenture, the terms and provisions of this Indenture Supplement shall govern to the extent of such conflict.

There are no Derivative Accounts, Derivative Collateral Accounts, Derivative Counterparties, Other Advance Rate Reduction Events, Note Rating Agencies, Other Advance Rate Reduction Event Cure Periods or Supplemental Credit Enhancement Agreements in respect of the Series 2018-VF1 Notes.

The Issuer shall use the proceeds of the initial VFN Draw under the Series 2018-VF1 Notes to defease and redeem the Existing Indenture and acquire the trust estate thereunder.

Section 2. Defined Terms.

With respect to the Series 2018-VF1 Notes and in addition to or in replacement for the definitions set forth in Section 1.1 of the Base Indenture, the following definitions shall be assigned to the defined terms set forth below:

“ 90+ Day Delinquent Loan ” has the meaning assigned to such term in the defined term “Market Value.”

“ Adjusted EBITDA ” means, for the Servicer, income (loss) before income taxes, plus amortization of servicing rights and other fair value adjustments, interest expense on corporate debt, depreciation and amortization, goodwill and intangible assets impairment, if any, a portion of the provision for curtailment expense, net of expected third-party recoveries, if applicable, share-based compensation expense or benefit, exit costs, estimated settlements and costs for certain legal and regulatory matters, fair value to cash adjustments for reverse loans, select other cash and non-cash adjustments primarily the net provision for the repurchase of loans sold, non-cash interest income, severance, gain or loss on extinguishment of corporate debt, interest income on unrestricted cash and cash equivalents, the net impact of the non-residual trusts, the provision for loan losses, residual trust cash flows, transaction and integration costs, servicing fee economics, and certain non-recurring costs, as applicable. Adjusted EBITDA includes both cash and non-cash gains from mortgage loan origination activities, and excludes the impact of fair value option accounting on certain assets and liabilities and includes cash generated from reverse mortgage origination activities for the period in which Servicer was originating reverse mortgages. Adjusted EBITDA may also include other adjustments, as applicable based upon facts and circumstances, consistent with the intent of providing investors a supplemental means of evaluating the Servicer’s operating performance.

servicing rights of Servicer) and (b) any and all advances to, investments in and receivables from Affiliates of Servicer.

“ Administrative Agent ” means, for so long as the Series 2018-VF1 Notes have not been paid in full: (i) with respect to the provisions of this Indenture Supplement, each of Credit Suisse or any Affiliate or successor of the foregoing; and (ii) with respect to the provisions of the Base Indenture, and notwithstanding the terms and provisions of any other Indenture Supplement, Credit Suisse and such other parties as set forth in any other Indenture Supplement, or any respective Affiliate or any respective successor thereto. For the avoidance of doubt, reference to “it” or “its” with respect to the Administrative Agent in the Base Indenture shall mean “them” and “their,” and reference to the singular therein in relation to the Administrative Agent shall be construed as if plural.

“ Advance Rates ” means, on any date of determination with respect to each Receivable related to the Series 2018-VF1 Notes, the percentage amount based on the Advance Type of such Receivable, as set forth in the tables below, subject to amendment by mutual agreement of the Administrative Agent and the Administrator:

(i) that in no event shall the Weighted Average Advance Rate for the Series 2018-VF1 Notes exceed 90%;

(ii) that the Advance Rate for any Receivable related to the Series 2018-VF1 Notes shall be zero if such Receivable is not a Facility Eligible Receivable; and

(iii) on any date of determination and subject to clause (ii) above, the Advance Rate applicable to each Corporate Advance Receivable and Escrow Advance Receivable shall be the product of (a) the applicable Advance Rate listed in the table below multiplied by (b) 100% minus the arithmetic average of the Deficient Documentation Percentages provided in each of the three most recent reports delivered pursuant to Section 3.3(d) of the Base Indenture.

If additional Series of Notes are issued in the future, they will have separate Advance Rates and Collateral Values, and the Collateral Test will be calculated including the Invested Amounts for such additional Notes.

Freddie Mac Advances:



Series 2018-VF1 Notes
Advance Type
Delinquency Advances	90.00%
Non-Judicial Escrow Advances	90.00%
Judicial Escrow Advances	90.00%
Non-Judicial Corporate Advances	90.00%
Judicial Corporate Advances	90.00%
Fannie Mae Advances:
Series 2018-VF1 Notes
Advance Type
Delinquency Advances	90.00%
Non-Judicial Escrow Advances	90.00%
Judicial Escrow Advances	90.00%
Non-Judicial Corporate Advances	90.00%
Judicial Corporate Advances	90.00%
Delinquent MBS Mortgage Repurchase Advances	90.00%

“ Advance Ratio ” means, as of any date of determination with respect to any Designated Pool, the ratio (expressed as a percentage), calculated as of the last day of the calendar month immediately preceding the calendar month in which such date occurs, of (i) the related PSA Stressed Nonrecoverable Advance Amount on such date over (ii) the aggregate monthly scheduled principal and interest payments for the calendar month immediately preceding the calendar month in which such date occurs with respect to all non-delinquent Mortgage Loans in such Designated Pool, serviced pursuant to the related Designated Servicing Agreement.

“ Aggregate Utilized Purchase Price ” means, as of any date, the sum of (a) the Ditech Utilized Purchase Price, (b) the RMS Utilized Purchase Price, (c) the Indenture Utilized Purchase Price, and (d) the Private Label Indenture Utilized Purchase Price.

“ Alternative Rate ” means, on any date, a fluctuating rate of interest per annum equal to the higher of (i) the Prime Rate on such date and (ii) the Federal Funds Effective Rate on such date plus 0.50%.

“ Average 3 Month Utilization ” for any three month period, the average of each month’s average Aggregate Utilized Purchase Price, which shall be calculated by: (a) adding the sum of the Aggregate Utilized Purchase Price for each day of a month and dividing such sum by the number of days of such month (each a “Monthly Average”); (b) adding the Monthly Average of such three month period and (c) dividing such total by three (3).

“ Barclays ” means, Barclays Bank PLC.

“ Barclays Note ” means, the Series 2018-1 VFN Note issued to Barclays hereunder.

“ Barclays Purchaser Group ” has the meaning set forth in the Note Purchase Agreement.

“ Base Indenture ” has the meaning assigned to such term in the Preamble.

“ Base Rate ” means, on any date, the CS Base Rate, or if the CS Base Rate is unavailable, a rate equal to the Alternative Rate.

“ Cash Equivalents ” means (a) securities with maturities of ninety (90) days or less from the date of acquisition issued or fully guaranteed or insured by the United States Government or any agency thereof, (b) certificates of deposit and eurodollar time deposits with maturities of ninety (90) days or less from the date of acquisition and overnight bank deposits of the Administrative Agent or of any commercial bank having capital and surplus in excess of $500,000,000, (c) repurchase obligations of the Administrative Agent or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than seven days with respect to securities issued or fully guaranteed or insured by the United States Government, (d) commercial paper of a domestic issuer rated at least A 1 or the equivalent thereof by S&P or P 1 or the equivalent thereof by Moody’s and in either case maturing within ninety (90) days after the day of acquisition, (e) securities with maturities of ninety (90) days or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s, (f) securities with maturities of ninety (90) days or less from the date of acquisition backed by standby letters of credit issued by the Administrative Agent or any commercial bank satisfying the requirements of clause (b) of this definition or (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition.

“ Change of Control ” means the Limited Guarantor no longer owns directly or indirectly at least 50% of all stock and at least 50% of all voting stock of the Servicer.

“ Coefficient ” means, for the Series 2018-VF1 Notes, 0.08%.

“ Constant ” means, for the Series 2018-VF1 Notes, 1.00%.

“ Corporate Trust Office ” means with respect to the Series 2018-VF1 Notes, the principal corporate trust offices of the Indenture Trustee at which at any particular time its corporate trust business with respect to the Issuer shall be administered, which offices at the Effective Date are located at (i) for Note transfer purposes, Corporate Trust Operations, MAC N9300-070, 600 South Fourth Street, 7th Floor, Minneapolis, Minnesota 55479, Attention: Client Manager, Ditech Agency Advance Trust, Series 2018-VF1, and (ii) for all other purposes, 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention: Client Manager, Ditech Agency Advance Trust, Series 2018-VF1, as well as CTSAdvanceTrustFacility@wellsfargo.com.

“ Cost of Funds Rate ” means, (a) with respect to Note Balances held by the Initial VFN Noteholders, the Base Rate, and (b) with respect to Note Balances held by any asset-backed commercial paper conduit, the “Cost of Funds Rate” approved by the Administrative Agent in the applicable instrument pursuant to which such Person purchases any such Note Balance as permitted under the Note Purchase Agreement.

“ Cost of Funds Determination Date ” means for each Interest Accrual Period, the second (2 ^nd ) Business Day prior to the commencement of such Interest Accrual Period.

“ CP Conduit ” has the meaning set forth in the Note Purchase Agreement.

“ Credit Suisse ” has the meaning assigned to such term in the Preamble.

“ Credit Suisse Note ” means, the Series 2018-1 VFN Note issued to Credit Suisse AG, a company incorporated in Switzerland, acting through its Cayman Islands Branch.

“ Cross Default ” means, the occurrence of any of the following: (A) Servicer, Limited Guarantor or any of their Affiliates shall be in default under (i) any Indebtedness, in the aggregate, in excess of $5,000,000 of Servicer, Limited Guarantor or of such Affiliate which default (1) involves the failure to pay (subject to any applicable cure period) a matured obligation, or (2) permits the acceleration (subject to any applicable cure period) of the maturity of obligations by any other party to or beneficiary with respect to such Indebtedness or (ii) any other contract or contracts, in the aggregate in excess of $5,000,000 to which Servicer, Limited Guarantor or such Affiliate is a party which default (1) involves the failure to pay (subject to any applicable cure period) a matured obligation, or (2) permits the acceleration (subject to any applicable cure period) of the maturity of obligations by any other party to or beneficiary of such contract, (B) there shall occur an “Event of Default” as defined in, and under, the RMS Repurchase Agreement, (C) there shall occur an “Event of Default” as such term is defined under the Ditech Repurchase Agreement or (D) there shall occur an “Event of Default” as such term is defined under the Private Label Indenture.

“ CS Base Rate ” means the “CS Base Rate” as identified on the Administrative Agent’s warehouse system from time to time.

“ CS New York ” means Credit Suisse AG, New York Branch.

“ CS Purchaser Group ” has the meaning set forth in the Note Purchase Agreement.

“ Cumulative Interest Shortfall Amount Rate ” means, with respect to the Series 2018-VF1 Notes, 3.00% per annum.

“ Default Supplemental Fee ” means for the Series 2018-VF1 Notes and each Payment Date during the Full Amortization Period), a fee equal to the product of:

(i) the Default Supplemental Fee Rate multiplied by

(ii) a fraction, the numerator of which is the number of days elapsed from and including the prior Payment Date (or, if later, the date of the commencement of the Full Amortization Period) and the denominator of which equals 360, multiplied by

(iii) the average daily Note Balance since the prior Payment Date of such 2018-VF1 Variable Funding Notes.

“ Default Supplemental Fee Rate ” means, with respect to the Series 2018-VF1 Notes, 2.00% per annum .

“ Delinquent ” means, for any Mortgage Loan, if any Monthly Payment due thereon is not made by the close of business on the day such Monthly Payment is required to be paid and remains unpaid for more than 30 days.

“ Ditech Repurchase Agreement ” means that certain Amended and Restated Master Repurchase Agreement, dated as of November 18, 2016, among the Administrative Agent, Buyers (as defined therein) and Ditech Financial LLC, as a seller, as amended, restated, supplemented or otherwise modified from time to time.

“ Ditech Utilized Purchase Price ” means, as of any date, the aggregate outstanding Purchase Price (as defined in the Ditech Repurchase Agreement) of all Purchased Mortgage Loans (as defined in the Ditech Repurchase Agreement) subject to the Ditech Repurchase Agreement as of such date.

“ Effective Date ” has the meaning assigned to such term in the introductory paragraph.

“ ERD Supplemental Fee ” means, for the Series 2018-VF1 Notes and each Payment Date from and after the Expected Repayment Date, if such Notes have not been refinanced on or before the Expected Repayment Date for only such periods as such Notes are Outstanding and for so long as such Notes have a Note Balance greater than zero, a fee equal to the product of:


(A)	the ERD Supplemental Fee Rate multiplied by


(B)	a fraction, the numerator of which is the number of days elapsed from and including the prior Payment Date (or, if later, the occurrence of such Expected Repayment Date) and the denominator of which equals 360, multiplied by


(C)	the average daily Note Balance since the prior Payment Date of such Series 2018-VF1 Notes.

“ ERD Supplemental Fee Rate ” means, with respect to the Series 2018-VF1 Notes, 1.00% per annum .

“ Existing Indenture ” means, collectively, that certain Indenture and Indenture Supplement, each dated as of November 30, 2017 and each among Green Tree Agency Advance Funding Trust I as Issuer, Wells Fargo Bank, N.A., Ditech and Administrative Agent, and all related documents executed in connection therewith.

“ Expected Repayment Date ” for the Series 2018-VF1 Notes means February 11, 2019.

“ Expense Rate ” means, as of any date of determination, with respect to the Series 2018-VF1 Notes, the percentage equivalent of a fraction, (i) the numerator of which equals the sum of (1) the product of the Series Allocation Percentage for such Series multiplied by the aggregate amount of Fees due and payable by the Issuer on the next succeeding Payment Date plus (2) the product of the Series Allocation Percentage for such Series multiplied by any expenses payable or reimbursable by the Issuer on the next succeeding Payment Date, up to the applicable Expense Limit, if any, prior to any payments to the Noteholders of the Series 2018-VF1 Notes, pursuant to the terms and provisions of this Indenture Supplement, the Base Indenture or any other Transaction Document that have been invoiced to the Indenture Trustee and the Administrator, plus (3) the aggregate amount of related Series Fees payable by the Issuer on the next succeeding Payment Date and (ii) the denominator of which equals the sum of the outstanding Note Balances of all Series 2018-VF1 Notes at the close of business on such date.

“ Federal Funds Effective Rate ” means for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published on the next succeeding business day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) of the quotations for the day for such

transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“ GAAP ” means generally accepted accounting principles in effect from time to time in the United States of America and applied on a consistent basis.

“ Governmental Authority ” means the United States of America, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and having jurisdiction over the applicable Person.

“ Increased Costs ” has the meaning assigned to such term in Section 9 hereto.

“ Increased Costs Limit ” means for each Noteholder of a Series 2018-VF1 Variable Funding Note, such Noteholder’s pro rata percentage (based on the Note Balance of such Noteholder’s Series 2018-VF1 Variable Funding Notes) of 0.10% of the average aggregate Note Balance for the Series 2018-VF1 Variable Funding Notes Outstanding for any twelve-month period.

“ Indebtedness ” means, for any Person at any time, and only to the extent outstanding at such time: (a) obligations created, issued or incurred by such Person for borrowed money (whether by loan, the issuance and sale of debt securities or the sale of Property to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such Property from such Person); (b) obligations of such Person to pay the deferred purchase or acquisition price of Property or services, other than trade accounts payable (other than for borrowed money) arising, and accrued expenses incurred, in the ordinary course of business, so long as such trade accounts payable are payable within ninety (90) days of the date the respective goods are delivered or the respective services are rendered; (c) indebtedness of others secured by a Lien on the Property of such Person, whether or not the respective indebtedness so secured has been assumed by such Person; (d) obligations (contingent or otherwise) of such Person in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for account of such Person; (e) capital lease obligations of such Person; (f) obligations of such Person under repurchase agreements or like arrangements; (g) indebtedness of others guaranteed by such Person; (h) all obligations of such Person incurred in connection with the acquisition or carrying of fixed assets by such Person; (i) indebtedness of general partnerships of which such Person is a general partner; and (j) any other indebtedness of such Person evidenced by a note, bond, debenture or similar instrument.

“ Indenture Utilized Purchase Price ” means, as of any date, the aggregate outstanding Note Balance of the Series 2018-VF1 Notes as of such date.

“ Initial Maximum Combined Purchase Price ” means One Billion Nine Hundred Million Dollars ($1,900,000,000).

“ Initial Note Balance ” means, for any Note, the Note Balance of such Note upon issuance, or, in the case of the Series 2018-VF1 Notes, an amount determined by the Administrative Agent, the Issuer and the Administrator on the Issuance Date. For the avoidance of doubt, the requirement for minimum denominations in Section 6.2 of the Base Indenture shall not apply in the case of the Series 2018-VF1 Variable Funding Notes.

“ Initial Payment Date ” means February 15, 2018.

“ Initial VFN Noteholders ” means the CS Purchaser Group and the Barclays Purchaser Group, each as purchasers of the Series 2018-VF1 Notes under the Note Purchase Agreement, and their respective successors and assigns.

“ Interest Accrual Period ” means, for the Series 2018-VF1 Notes and any Payment Date, the period beginning on the immediately preceding Payment Date (or, in the case of the first Payment Date, the Issuance Date) and ending on the day immediately preceding the current Payment Date. The Interest Payment Amount for the Series 2018-VF1 Notes on any Payment Date shall be determined based on the Interest Day Count Convention.

“ Interest Day Count Convention ” means with respect the Series 2018-VF1 Notes, the actual number of days in the related Interest Accrual Period divided by 360 (or, if the Note Interest Rate is determined by reference to the Base Rate, 365 (or, in the case of any leap year, 366)).

“ Interim Payment Date ” means, subject to the notice provisions of Section 4.3 of the Base Indenture, with respect to the Series 2018-VF1 Notes, up to four dates each calendar month; provided that the Issuer provides the Noteholders of the Series 2018-VF1 Notes and the Indenture Trustee at least two (2) Business Days prior notice, or if any such date is not a Business Day, the next succeeding Business Day to the extent any such day occurs during the Revolving Period, and any other date otherwise agreed to between the Issuer and the Noteholders of the Series 2018-VF1 Notes. For the avoidance of doubt, no Interim Payment Date shall occur during the Full Amortization Period.

“ Issuance Date ” means February 12, 2018.

“ Late VFN Note Balance Adjustment Request Fee Rate ” means, with respect to the Series 2018-VF1 Notes, 0.00%.

“ Lien ” means any mortgage, deed of trust, lien, claim, pledge, charge, security interest or similar encumbrance.

“ Limited Funding Date ” means, subject to the notice provisions of the Base Indenture, any Business Day prior to the Full Amortization Period that is not a Payment Date or Interim Payment Date, which date is designated by the Administrator on behalf of the Issuer to the Indenture Trustee and the Administrative Agent in writing no later than 9:00 a.m. Eastern Time two (2) Business Days prior to such date; provided , that (i) the Administrator shall have delivered a Funding Certification in accordance with Section 4.3(a) of the Base Indenture for such date, (ii) no fundings may be made under a Variable Funding Note on such date and no payments on any Notes shall be made on such date, and (iii) no more than four (4) Limited Funding Dates may be designated by the Administrator on behalf of the Issuer in any calendar month without the consent of the Administrator, the Administrative Agent and the Indenture Trustee.

“ Low Threshold Designated Pool ” means a Designated Pool (i) with respect to which the underlying Mortgage Loans have an unpaid principal balance less than $10,000,000, or (ii) that relates to less than fifty (50) Mortgage Loans, in each case as of the end of the most recently concluded calendar month.

“ Margin ” means, for the Series 2018-VF1 Notes, 2.25% per annum .

Capital, Inc., Ditech, RMS REO CS, LLC, RMS REO BRC, LLC, and Reverse Mortgage Solutions, Inc., as the same may be as amended, supplemented, restated or otherwise modified from time to time.

“ Market Value ” means, as of any date of determination with respect to a Mortgaged Property, the value of such property (determined by the Servicer in accordance with the Freddie Mac Guide or the Fannie Mae Guide, as applicable) or the appraised value of the Mortgaged Property obtained in connection with its origination, if no updated valuation has been required under the Freddie Mac Guide or the Fannie Mae Guide, as applicable; provided , that such value shall equal zero for a mortgage loan that was 90 or more days Delinquent (a “ 90+ Day Delinquent Loan ”) and the related valuation is more than 210 days old.

“ Market Value Ratio ” means, as of any date of determination with respect to a Designated Pool, the ratio (expressed as a percentage) of (i) the aggregate Receivable Balances of all Facility Eligible Receivables related to such Designated Pool on such date over (ii) the aggregate Market Value of the Mortgaged Properties and REO Properties for the Mortgage Loans in such Designated Pool on such date.

“ Maximum Combined Purchase Price ” means the Initial Maximum Combined Purchase Price, as reduced pursuant to Section 18 of this Indenture Supplement.

“ Maximum Committed Purchase Price ” means the lesser of (i) Four Hundred Seventy Five Million Dollars ($475,000,000), and (ii) the Maximum Combined Purchase Price minus the Aggregate Utilized Purchase Price.

“ Maximum VFN Principal Balance ” means, at any time, the lesser of (i) the Maximum Committed Purchase Price and (ii) the amount that results from a permanent reduction pursuant to Section 4.3(b)(ii) of the Base Indenture.

“ Monthly Payment ” means, with respect to any Mortgage Loan, the monthly scheduled principal and interest payments required to be paid by the Mortgagor on any due date with respect to such Mortgage Loan.

“ Monthly Reimbursement Rate ” means, as of any date of determination, the arithmetic average of the fractions (expressed as percentages), determined for each of the three (3) most recently concluded calendar months, obtained by dividing (i) the aggregate Advance Reimbursement Amounts collected by the Servicer and deposited into the Trust Accounts during such calendar month (which shall include, for purposes of this definition, amounts deemed received on account of Credited Advance Funding, if any, during such calendar month, but only if no Delinquency Advances were deemed reimbursed by Credited Advance Funding amounts for the preceding calendar month) by (ii) the sum, on an aggregate basis, for each Freddie Mac Pool or Fannie Mae Pool, of the highest Receivable Balance of the related Receivables during such calendar month relating to Advances funded by the Servicer in respect of such Freddie Mac Pool or Fannie Mae Pool.

“ Net Proceeds Coverage Percentage ” means, for any Payment Date, the percentage equivalent of a fraction, (i) the numerator of which equals the amount of Collections on Receivables deposited into the Collection and Funding Account during the related Monthly Advance Collection Period (which shall include, for purposes of this definition, amounts deemed received on account of Credited Advance Funding, if any, during such Monthly Advance Collection Period, but only if no Delinquency Advances were deemed reimbursed by Credited Advance Funding amounts for the preceding Monthly Advance Period) and (ii) the denominator of which equals the aggregate average outstanding Note Balances of all Outstanding Notes during such Monthly Advance Collection Period.

“ Net Worth ” means, with respect to Servicer, an amount equal to, on a consolidated basis, Servicer’s stockholder equity (determined in accordance with GAAP).

“ Non-Recourse Indebtedness ” means an obligation for borrowed money secured by a lien on any property owned by a Person, with respect to which obligation the Person (other than any bankruptcy remote special purpose vehicle) has not assumed or become liable for the payment thereof.

“ Note Interest Rate ” means, with respect to any Interest Accrual Period for the Series 2018-VF1 Notes, the sum of (A) the Cost of Funds Rate for such Interest Accrual Period plus (B) the applicable Margin.

“ Note Purchase Agreement ” means the Note Purchase Agreement, dated as of the Issuance Date (as may be amended, restated or supplemented from time to time), by and among the Issuer, the Depositor, Credit Suisse First Boston Mortgage Capital LLC, as the Administrative Agent and the Initial VFN Noteholders, which relates to the purchase of the Series 2018-VF1 Notes specified therein.

“ Note Rating Agency ” None. There are no Note Rating Agencies rating any Outstanding Class of Notes.

“ Prime Rate ” means the rate announced by the Administrative Agent from time to time as its prime rate in the United States, such rate to change as and when such designated rate changes. The Prime Rate is not intended to be the lowest rate of interest charged by the Administrative Agent in connection with extensions of credit to debtors.

“ Private Label Indenture ” means, that certain Indenture, dated as of the date hereof, by and among Ditech PLS Advance Trust II, as issuer, Wells Fargo Bank, N.A. as trustee, as calculation agent, as paying agent and as securities intermediary, Ditech Financial LLC, as administrator and as servicer, and Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, as the same may be as amended, supplemented, restated or otherwise modified from time to time.

“ Private Label Indenture Utilized Purchase Price ” means, as of any date, the aggregate outstanding Note Balance (as defined in the Private Label Indenture) of the “Series 2018-VF1 Variable Funding Notes” (as defined in the Private Label Indenture) as of such date.

“ Property ” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

“ PSA Stressed Nonrecoverable Advance Amount ” means, as of any date of determination and with respect to any Designated Pool, the sum of:

(i) for all Mortgage Loans of such Designated Pool that are current as of such date, the greater of (A) zero and (B) the excess of (1) Total Advances related to such Mortgage Loans on such date over (2) (x) in the case of Mortgage Loans secured by a first lien, the product of 50% and the sum of all of the Market Values for the related Mortgaged Property or (y) in the case of Mortgage Loans secured by a second or more junior lien, zero; and

(ii) for all Mortgage Loans of such Designated Pool that are delinquent as of such date, but not related to property in foreclosure or REO Property, the greater of (A) zero and (B) the excess of (1) Total Advances related to such Mortgage Loans on such date over (2) (x) in the case of Mortgage Loans secured by a first lien, the product of 50% and the sum of all of the Market Values for the

related Mortgaged Property or (y) in the case of Mortgage Loans secured by a second or more junior lien, zero; and

(iii) for all Mortgage Loans of such Designated Pool that are related to properties in foreclosure, the greater of (A) zero and (B) the excess of (1) Total Advances related to such Mortgage Loans on such date over (2) (x) in the case of Mortgage Loans secured by a first lien, the product of 50% and the sum of all of the Market Values for the related Mortgaged Property or (y) in the case of Mortgage Loans secured by a second or more junior lien, zero; and

(iv) for all REO Properties of such Designated Pool, the greater of (A) zero and (B) the excess of (1) Total Advances related to such REO Properties on such date over (2) (x) in the case of REO Properties previously secured by a first lien Mortgage Loan, the product of 50% and the sum of all of the Market Values for such REO Properties or (y) in the case of REO Properties previously secured by a second or more junior lien Mortgage Loan, zero.

“ Redemption Percentage ” means, for the Series 2018-VF1 Notes, 10%.

“ Reduced Utilization Trigger Event ” occurs if the Average 3 Month Utilization is less than the product of (a) 75% and (b) the Maximum Combined Purchase Price then in effect.

“ Reduction Trigger Date ” means the date that is sixty (60) calendar days after the Effective Date.

“ Reference Banks ” has the meaning assigned to such term in Section 8 of this Indenture Supplement.

“ Regulation RR ” means Regulation RR (Credit Risk Retention) promulgated by the Securities and Exchange Commission to implement the credit risk retention requirements of Section 15G of the Exchange Act.

“ Regulatory Change ” means (a) the adoption of any law, rule or regulation after the date hereof, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date hereof or (c) compliance by any Noteholder (or, for purposes of Section 9(a)(3) , by any lending office of such Noteholder or by such Noteholder’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date hereof.

“ Restricted Cash ” means for any Person, any amount of cash of such Person that is contractually required to be set aside, segregated or otherwise reserved.

“ RMS Repurchase Agreement ” means that certain Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, among the Administrative Agent, Buyers (as defined therein), Barclays Bank PLC, Reverse Mortgage Solutions, Inc., RMS REO CS, LLC and RMS REO BRC, LLC, as amended, restated, supplemented or otherwise modified from time to time.

“ RMS Utilized Purchase Price ” means, as of any date, the aggregate outstanding Purchase Price (as defined in the RMS Repurchase Agreement) of all Purchased Assets (as defined in the RMS Repurchase Agreement) subject to the RMS Repurchase Agreement as of such date.

“ Seller’s Interest ” means, at any time, a “seller’s interest” as defined in, and calculated in accordance with, Regulation RR.

“ Seller’s Interest Measurement Date ” means each Payment Date (commencing with the Payment Date in February 2018), in any case, after giving effect to all payments and fundings described in the reports delivered in respect of the related Cost of Funds Rate Determination Date. The Seller’s Interest Measurement Date shall be deemed to be the monthly seller’s interest measurement date for purposes of Section 5(c)(4)(i) of Regulation RR.

“ Series 2018-VF1 Note Balance ” means the aggregate Note Balance of the Series 2018-VF1 Notes.

“ Series Required Noteholders ” means, for so long as the Series 2018-VF1 Variable Funding Notes are Outstanding, the Initial VFN Noteholders, and thereafter clause (a) of the definition of the “Series Required Noteholders” in the Base Indenture shall apply.

“ Series Reserve Required Amount ” means, as of any Payment Date, an amount equal to on any Payment Date or any Interim Payment Date four (4) months’ interest calculated at the applicable Note Interest Rate on the Note Balance of the Series 2018-VF1 Notes as of such Payment Date or Interim Payment Date, as the case may be.

“ Stated Maturity Date ” means, for the Series 2018-VF1 Variable Funding Notes, thirty (30) years (or the next Business Day if such date is not a Business Day) following the end of the related Revolving Period.

“ Stressed Interest Rate ” means, for the Series 2018-VF1 Notes as of any date the sum of (i) the sum of (x) the per annum index on the basis of which such Notes’ interest rate is determined for the current Interest Accrual Period, and (y) such Notes’ Constant and (z) the product of (I) such Notes’ Coefficient and (II) Stressed Time, plus (ii) the Margin.

“ Stressed Time ” means, as of any date of determination for the Series 2018-VF1 Notes, the percentage equivalent of a fraction, the numerator of which is one (1), and the denominator of which equals the related Stressed Time Percentage for such Notes multiplied by the Monthly Reimbursement Rate on such date.

“ Stressed Time Percentage ” means 82.54%.

“ Target Amortization Amounts ” means, for the Series 2018-VF1 Notes, (i) if the Series 2018-VF1 Notes is the only Series of Notes Outstanding when a Target Amortization Event occurs for the Series 2018-VF1 Notes, 100% of the Note Balance of such Notes at the close of business on the last day of its Revolving Period, payable on the first Payment Date following the occurrence of such Target Amortization Event, and (ii) if other Series of Notes are Outstanding when a Target Amortization Event occurs with respect to the Series 2018-VF1 Notes, an amount equal to 1/3 of the Outstanding VFN Principal Balance of such Notes at the close of business on the last day of its Revolving Period, payable on each of the first three Payment Dates following the occurrence of such Target Amortization Event; provided , however , if any other Series of Notes is issued with Target Amortization Amounts that are payable in fewer than three (3) months, the Target Amortization Amounts for the Series 2018-VF1 Notes shall be payable over such shorter period provided for such other Series of Notes; provided , however , regardless of whether another Target Amortization Event has previously occurred, if the Target Amortization Event described in clause (A) of the definition thereof occurs, the Target Amortization Amount shall equal the remaining Note Balance outstanding upon the occurrence of the Expected Repayment Date and is payable in full on such Expected Repayment Date, regardless of whether such Expected Repayment Date is a Payment Date or not.

“ Target Amortization Event ” for the Series 2018-VF1 Notes, means the earlier of (A) the related Expected Repayment Date for such Notes (the Target Amortization Period with respect to which,

notwithstanding the provisions of Section 4.12 of the Base Indenture to the contrary, shall commence automatically on the date specified in the definition of “Expected Repayment Date” in this Indenture Supplement) or (B) the occurrence of any of the following conditions or events, which is not waived by the Series Required Noteholders of the Series 2018-VF1 Notes:

(i) on any Payment Date, the arithmetic average of the Net Proceeds Coverage Percentage determined for such Payment Date and the two preceding Payment Dates is less than five times the percentage equivalent of a fraction (A) the numerator of which equals the accrued Interest Payment Amounts for the Series 2018-VF1 Notes on such date and (B) the denominator of which equals the aggregate average Note Balances of the Series 2018-VF1 Notes during the related Monthly Advance Collection Period;

(ii) the occurrence of one or more Servicer Termination Events, since the Effective Date, with respect to Designated Pools representing 15% or more (by Mortgage Loan balance as of the date of termination) of all Designated Pools (including those that have been the subject of a previous Servicer Termination Event) as of any date of determination;

(iii) the Monthly Reimbursement Rate is less than 5.00%;

(iv) following a Payment Date on which a draw is made on the Series 2018-VF1 Reserve Account, the amount on deposit in the Series 2018-VF1 Reserve Account is not increased back to the related Series Reserve Required Amount on or prior to the next Payment Date;

(v) the Servicer fails to maintain an Adjusted Tangible Net Worth as of the last day of any month of not less than $400,000,000;

(vi) the Servicer fails to maintain, at any time, cash (other than Restricted Cash) and Cash Equivalents in an amount not less than $30,000,000;

(vii) Servicer’s ratio of Warehouse Indebtedness (excluding Non-Recourse Indebtedness and excluding all Indebtedness that is not reflected on the Servicer’s financial statements) to Adjusted Tangible Net Worth shall not exceed 10:1;

(viii) the Servicer fails to (a) maintain a minimum Adjusted EBITDA for the Test Periods ending December 31, 2017 and March 31, 2018 of $5,000,000, (b) maintain a minimum pre-tax Net Income as determined in accordance with GAAP before (i) non-cash fair value changes related to mortgage servicing rights, (ii) impairments to goodwill and intangible assets, (iii) stock compensation expenses and (iv) non-cash fair value changes in the assets and liabilities related to the securitization trusts for the Test Periods ending June 30, 2018, September 30, 2018 and December 31, 2018 of $1 and (c) after December 31, 2018 maintain profitability as mutually agreed between the Servicer and the Administrative Agent;

(ix) the occurrence of a Change of Control;

(x) any failure by the Administrator to deliver any Determination Date Administrator Report pursuant to Section 3.2 of the Base Indenture which continues unremedied for a period of five (5) Business Days after a Responsible Officer of the Administrator shall have obtained actual knowledge of such failure, or shall have received written or electronic notice from the Indenture Trustee or any Noteholder of such failure;

agreements in this Indenture Supplement, the Base Indenture, or any other Transaction Document (subject to any cure period provided therein) and such default (x) would have an Adverse Effect on any Noteholder of any Series 2018-VF1 Notes and (y), other than an obligation of the Receivables Seller to make an Indemnity Payment following a breach of a representation or warranty with respect to such Receivable pursuant to Section 4(b) of the Receivables Sale Agreement or any payment default described in Section 8.1(a) of the Base Indenture, continues for a period of two (2) Business Days after the earlier to occur of (a) actual discovery by a Responsible Officer of the Issuer, the Receivables Seller, the Servicer, the Depositor or the Administrator, as applicable, or (b) the date on which written or electronic notice of such failure, requiring the same to be remedied, shall have been given from the Indenture Trustee or any Noteholder to a Responsible Officer of the Issuer, the Receivables Seller, the Servicer, the Depositor or the Administrator; provided, that a breach of Section 6(a) of the Receivables Sale Agreement, or Section 7(a) of the Receivables Pooling Agreement (prohibiting the Receivables Seller, the Servicer or the Depositor, as applicable, from causing or permitting Insolvency Proceedings with respect to the Depositor or the Issuer, as applicable) shall constitute an automatic Target Amortization Event;

(xii) any representation or warranty of the Issuer, the Receivables Seller, the Servicer, the Depositor or the Administrator made in this Indenture Supplement, the Base Indenture, or any other Transaction Document (other than under Section 4(b) of the Receivables Sale Agreement) proves to have been breached in any material respect as of the time when the same shall have been made or deemed made and such default (x) would have an Adverse Effect on any Noteholder of any Series 2018-VF1 Notes, and (y), if capable of remedy by payment of an Indemnity Payment or otherwise, continues uncured and unremedied for a period of five (5) days after the earlier to occur of (a) actual discovery by a Responsible Officer of the Issuer, the Receivables Seller, the Servicer, the Depositor or the Administrator, as applicable, or (b) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to a Responsible Officer of the Issuer, the Receivables Seller, the Servicer, the Depositor or the Administrator, as applicable;

(xiii) (a) a final judgment or judgments for the payment of money in excess of $50,000 in the aggregate shall be rendered against the Depositor or the Issuer by one or more courts, administrative tribunals or other bodies having jurisdiction over them, or (b) a final judgment or judgments for the payment of money in excess of $15,000,000 in the aggregate shall be rendered against the Receivables Seller or the Administrator by one or more courts, administrative tribunals or other bodies having jurisdiction over them and the same shall not be discharged (or provision shall not be made for such discharge) or bonded, or a stay of execution thereof shall not be procured, within sixty (60) days from the date of entry thereof and the Receivables Seller or the Administrator, as applicable, shall not, within said period of sixty (60) days, or such longer period during which execution of the same shall have been stayed or bonded, appeal therefrom and cause the execution thereof to be stayed during such appeal;

(xiv) any person shall be appointed as Independent Manager of the Depositor without prior notice having been given to and without the written acknowledgement by the Administrative Agent that such person conforms, to the satisfaction of the Administrative Agent in its reasonable discretion, to the criteria set forth in the Base Indenture in the definition of “Independent Manager”;

(xv) the occurrence of a Cross Default; or

(xvi) any Series or Class of Variable Funding Notes other than the Series 2018-VF1 Notes enters into a Target Amortization Period.

“ Test Period ” means any prior fiscal quarter.

“ Total Advances ” means, with respect to any Mortgage Loan or REO Property on any date of determination, the sum of all outstanding amounts of all outstanding Advances related to Facility Eligible Receivables funded by the Servicer out of its own funds or with respect to such Mortgage Loan or REO Property on such date.

“ Transaction Documents ” means, in addition to the documents set forth in the definition thereof in the Base Indenture, this Indenture Supplement and the Note Purchase Agreement, each as amended, supplemented, restated or otherwise modified from time to time.

“ Trigger Advance Rate ” means, for the Series 2018-VF1 Notes, as of any date, the rate equal to the greater of (x) zero and (y) (1) 100% minus (2) the product of (a) one twelfth of the Stressed Interest Rate for such Notes, plus the related Expense Rate as of such date, multiplied by (b) the related Stressed Time for such Notes as of such date.

“ Undrawn Fee Rate ” means, with respect to the Series 2018-VF1 Notes and for each Interest Accrual Period, 0.00% per annum .

“ Warehouse Indebtedness ” means Indebtedness of Servicer in connection with any repurchase, warehouse, gestation, early purchase or similar facility.

Section 3. Forms of Series 2018-VF1 Notes.

The form of the Rule 144A Definitive Note that may be used to evidence the Series 2018-VF1 Variable Funding Notes in the circumstances described in Section 5.4(c) of the Base Indenture are attached to the Base Indenture as Exhibit A-2 .

In addition to any provisions set forth in Section 6.5 of the Base Indenture, with respect to the Series 2018-VF1 Notes, any Noteholder of such Notes shall only transfer its beneficial interest therein to another potential investor in accordance with the Note Purchase Agreement. The Indenture Trustee (in all of its capacities) shall not be responsible to monitor, and shall not have any liability, for any such transfers of beneficial interests of participation interests.

For the avoidance of doubt, none of the Series 2018-VF1 Notes shall be Specified Notes as defined under the Base Indenture, and the Series 2018-VF1 Notes do not include “Retained Notes”.

Section 4. Collateral Value Exclusions.

For purposes of calculating “Collateral Value” in respect of the Series 2018-VF1 Notes, the Collateral Value shall be zero for any Receivable that:

(i) is attributable to any Designated Pool to the extent that the related Receivable Balance of such Receivable, when added to the aggregate Receivable Balances already outstanding with respect to such Designated Pool, would cause the related Advance Ratio to be equal to or greater than 100%;

(ii) is not a Facility Eligible Receivable;

(iii) is attributable to any Designated Pool to the extent that the related Receivable Balance of such Receivable, when added to the aggregate Receivable Balances already outstanding with respect to such Designated Pool, would cause the related Market Value Ratio to exceed 25%;

(iv) is attributable to a Low Threshold Designated Pool;

(v) is an Escrow Advance Receivable or Corporate Advance Receivable for which an initial claim for reimbursement has been filed with Fannie Mae or Freddie Mac, as applicable, and for which related reimbursement proceeds have not been received by the Servicer from either Fannie Mae or Freddie Mac, as the case may be, for more than 180 days following the final date under the Fannie Mae Guide or the Freddie Mac Guide, as applicable, on which a claim can be made therefor; or

(vi) is a Facility Eligible Receivable (or a portion thereof) to the extent that the Administrative Agent has determined in its sole discretion that a change has occurred in the Freddie Mac Guide or the Fannie Mae Guide since the date hereof that materially and adversely affects the collectability thereof.

Section 5. Administrative Agent Discretion.

(a) Notwithstanding anything to the contrary contained herein, in the Base Indenture or any other Transaction Document, any provision herein or therein providing for the exercise of discretion by the Administrative Agent, including, but not limited to, approvals, satisfaction, acknowledgments, consents, votes or other rights exercisable by the Administrative Agent shall, subject to Sections 5(b) and 5(c) herein, also require the approval, satisfaction, acknowledgment, consent, vote or other exercise of rights of the Initial VFN Noteholders, and the Administrative Agent shall not act unless the Initial VFN Noteholders have affirmatively approved, satisfied, acknowledged, consented, voted or exercised such rights, as applicable.

(b) With respect to any of the following, each of the Initial VFN Noteholders shall provide its affirmative or negative approval, satisfaction, acknowledgement, consent, vote or agreement to exercise such rights to the Administrative Agent within three (3) Business Days following notice from the Administrative Agent; provided that failure to provide any response to the Administrative Agent within the foregoing time period shall be deemed to be such Initial VFN Noteholder’s affirmative approval, satisfaction, acknowledgement, consent, affirmative vote or agreement to exercise such rights:

(i) approval of any Designated Pool and its related Designated Servicing Agreement as set forth in clause (vii) of the definition of “Facility Eligible Pool” in the Base Indenture;

(ii) consent required under clause (viii) of the definition of “Facility Eligible Pool” in the Base Indenture;

(iii) consent required under clause (xi) of the definition of “Facility Eligible Receivable” in the Base Indenture;

(iv) the addition or removal of Designated Servicing Agreements or Designated Pools pursuant to Section 2.1(c) of the Base Indenture;

(v) consent required in connection with the Depositor’s sale, transfer, pledge or other disposition of the Owner Trust Certificate pursuant to Section 8.1(f) of the Base Indenture;

(vi) consent to amendment of the Issuer’s Organizational Documents pursuant to Section 9.5(a) of the Base Indenture;

(vii) consent to deviation from Servicing Standards pursuant to Section 10.2(j) of the Base Indenture;

(viii) the determination as to whether a change has occurred in the Freddie Mac Guide or the Fannie Mae Guide since the date hereof that materially and adversely affects the collectability a Facility Eligible Receivable (or a portion thereof); and

(ix) the amendment of this Indenture Supplement to facilitate tranching of the Notes as provided in Section 13(c) hereof.

(c) In no event shall any Initial VFN Noteholder have any approval, satisfaction, acknowledgement, consent, voting or other right with respect to the Administrative Agent’s calculation of the Note Interest Rate as set forth in Section 8 hereof or the determination or calculation of the Alternative Rate, the Base Rate, the Cost of Funds Rate, the Federal Funds Effective Rate or the Prime Rate on any date of determination.

Section 6. Series Reserve Account.

In accordance with the terms and provisions of this Section 6 and Section 4.6 of the Base Indenture, the Indenture Trustee has established and shall maintain a Series Reserve Account with respect to the Series 2018-VF1 Notes (the “ Series 2018-VF1 Reserve Account ”), which shall be an Eligible Account, for the benefit of the Series 2018-VF1 Noteholders. The Series Reserve Account with respect to the Series 2018-VF1 Notes is listed on Schedule 1 attached hereto.

Section 7. Payments; Note Balance Increases; Early Maturity; Additional Funding Conditions.

(a) Except as otherwise expressly set forth herein the Paying Agent shall make payments on the Series 2018-VF1 Notes on each Payment Date in accordance with Section 4.5 of the Base Indenture.

(b) The Paying Agent shall make payments of principal on the Series 2018-VF1 Variable Funding Notes on each Interim Payment Date and each Payment Date in accordance with Sections 4.4 and 4.5, respectively, of the Base Indenture (at the option of the Issuer in the case of requests during the Revolving Period for the Series 2018-VF1 Variable Funding Notes). The Note Balance of the Series 2018-VF1 Variable Funding Notes may be increased from time to time on certain Funding Dates in accordance with the terms and provisions of Section 4.3 of the Base Indenture, but not in excess of the related Maximum VFN Principal Balance.

(c) For the avoidance of doubt, all VFN Draws made under the Series 2018-VF1 Variable Funding Notes in accordance with Section 4.3 of the Base Indenture shall be made pro rata among the Credit Suisse Notes and the Barclays Notes in accordance with their respective Pro Rata Portion as provided in the Note Purchase Agreement, and the allocation of “Additional Note Balances” (as such term is defined in the Note Purchase Agreement) or VFN Principal Balance increases to be funded by each such Noteholder (or purchaser) shall be determined accordingly.

(d) Any payments of principal allocated to the Series 2018-VF1 Notes during a Full Amortization Period shall be applied to the Series 2018-VF1 Notes until their Note Balance has been reduced to zero.

(e) The Issuer and the Administrative Agent hereby direct the Indenture Trustee to issue the Credit Suisse Notes in the name of “Credit Suisse AG, New York Branch as agent for the CS Purchaser Group” and the Barclays Notes in the name of “Barclays Bank PLC as agent for the Barclays Purchaser Group”. For the avoidance of doubt, CS New York shall hold the Credit Suisse Notes as agent on behalf of and for the benefit of the CS Purchaser Group, and Barclays shall hold the Barclays Notes as agent on behalf of and for the benefit of the Barclays Purchaser Group.

(f) For the avoidance of doubt, the failure to pay any Target Amortization Amount when due, as described in the definition thereof, shall constitute an Event of Default.

(g) Notwithstanding anything to the contrary in Section 4.3(b)(iii) of the Base Indenture, VFN Draws on any other Series of VFNs (other than the Series 2018-VF1 Variable Funding Notes) shall be made on a pro rata basis with the Series 2018-VF1 Notes. VFN Draws in respect of the Series 2018-VF1 Variable Funding Notes shall be made in accordance with the instructions provided in the related Funding Certification.

(h) Notwithstanding anything to the contrary contained herein or in the Base Indenture, the Issuer may, upon at least five (5) Business Days’ prior written notice to the Administrative Agent, redeem in whole or in part, and/or terminate and cause retirement of any of the Series 2018-VF1 Variable Funding Notes at any time using proceeds of issuance of new Notes.

(i) The Series 2018-VF1 Notes are subject to optional redemption in accordance with the terms of Section 13.1 of the Base Indenture.

(j) It shall be an additional Funding Condition for increases in the VFN Principal Balance of the Series 2018-VF1 Notes that in the case of each and every Funding Date, (i) the Receivables Seller shall have complied in all material respects with the Risk Retention Letter; and (ii) the increase in the VFN Principal Balance does not cause any of the applicable Maximum VFN Principal Balances, the Maximum Committed Purchase Price, or the Maximum Combined Purchase Price to be exceeded.

Section 8. Determination of Note Interest Rate.

(a) At least one (1) Business Day prior to each Cost of Funds Rate Determination Date, the Administrative Agent shall calculate the Note Interest Rate for the related Interest Accrual Period (in the case of the Cost of Funds Rate as determined by the Administrative Agent in accordance with Section 8(b) below, as applicable) and the Interest Payment Amount for the Series 2018-VF1 Notes for the upcoming Payment Date, and include a report of such amount in the related Payment Date Report.

(b) On each Cost of Funds Rate Determination Date, the Administrative Agent will calculate the Cost of Funds Rate for the succeeding Interest Accrual Period for the Series 2018-VF1 Notes.

(c) The establishment of the Cost of Funds Rate determined by the Administrative Agent, and the Administrative Agent’s subsequent calculation of the Note Interest Rate on the Series 2018-VF1 Variable Funding Notes for the relevant Interest Accrual Period, and the Interest Payment Amount for the Series 2018-VF1 Notes, in the absence of manifest error, will be final and binding.

Section 9. Increased Costs.

the interpretation or application thereof or compliance by such Noteholder with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made or that becomes effective subsequent to the date hereof:

(1) shall subject such Noteholder to any tax of any kind whatsoever with respect to its Series 2018-VF1 Variable Funding Note (excluding income taxes, branch profits taxes, franchise taxes or similar taxes imposed on such Noteholder as a result of any present or former connection between such Noteholder and the United States, other than any such connection arising solely from such Noteholder having executed, delivered or performed its obligations or received a payment under, or enforced, this Indenture Supplement or any U.S. federal withholding taxes imposed under Code sections 1471 through 1474 as of the date of this Indenture Supplement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any regulations or official interpretations thereunder and any agreements entered into under section 1471(b) of the Code) or change the basis of taxation of payments to such Noteholder in respect thereof; or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, or other extensions of credit by, or any other acquisition of funds by, any office of such Noteholder which is not otherwise included in the determination of the Note Interest Rate hereunder; or

(2) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, or credit extended or participated by, or any other acquisition of funds by, any office of such Noteholder which is not otherwise included in the determination of the Note Interest Rate hereunder; or

(3) shall have the effect of reducing the rate of return on such Noteholder’s capital or on the capital of such Noteholder’s holding company, if any, as a consequence of this Indenture Supplement, in the case of the Series 2018-VF1 Variable Funding Notes, the Note Purchase Agreement, or the Series 2018-VF1 Variable Funding Notes to a level below that which such Noteholder or such Noteholder’s holding company could have achieved but for such Requirements of Law (other than any Regulatory Change, Requirement of Law, interpretation or application thereof, request or directive with respect to taxes) (taking into consideration such Noteholder’s policies and the policies of such Noteholder’s holding company with respect to capital adequacy); or

(4) shall impose on such Noteholder or the London interbank market any other condition, cost or expense (other than with respect to taxes) affecting this Indenture Supplement, in the case of the Series 2018-VF1 Variable Funding Notes, the Note Purchase Agreement or the Series 2018-VF1 Variable Funding Notes or any participation therein; or

(5) shall impose on such Noteholder any other condition;

change in a Requirement of Law regarding capital adequacy or liquidity requirements or in the interpretation or application thereof or compliance by such Noteholder or any Person controlling such Noteholder with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) from any Governmental or quasi-Governmental Authority made subsequent to the date hereof) shall have the effect of reducing the rate of return on such Noteholder’s or such controlling Person’s capital as a consequence of its obligations as a Noteholder of a Variable Funding Note to a level below that which such Noteholder or such controlling Person could have achieved but for such adoption, change or compliance (taking into consideration such Noteholder’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Noteholder to be material, then, in any such case, such Noteholder shall invoice the Administrator for such additional amount or amounts as calculated by such Noteholder in good faith as will compensate such Noteholder for such increased cost or reduced amount, and such invoiced amount shall be payable to such Noteholder on the Payment Date following the next Cost of Funds Rate Determination Date following such invoice, in accordance with Section 4.5(a)(1)(ii) or Section 4.5(a)(2)(iv) of the Base Indenture, as applicable; provided , however , that any amount of Increased Costs in excess of the Increased Costs Limit shall be payable to such Noteholder in accordance with Section 4.5(a)(1)(ix) or Section 4.5(a)(2)(iv) of the Base Indenture, as applicable.

(b) Increased Costs payable under this Section 9 shall be payable on a Payment Date only to the extent invoiced to the Indenture Trustee prior to the related Cost of Funds Rate Determination Date.

Section 10. Series Reports.

(a) Series Calculation Agent Report . The Calculation Agent shall deliver a report of the following items together with each Calculation Agent Report pursuant to Section 3.1 of the Base Indenture to the extent received from the Servicer, with respect to the Series 2018-VF1 Notes:

(i) the Advance Ratio for each Designated Pool, and whether the Advance Ratio for such Designated Pool exceeds 100%;

(ii) the Market Value Ratio for each Designated Pool, and whether the Market Value Ratio for such Designated Pool exceeds 25%;

(iii) a list of each Target Amortization Event for the Series 2018-VF1 Notes and presenting a yes or no answer beside each indicating whether each such Target Amortization Event has occurred as of the end of the Monthly Advance Collection Period preceding the upcoming Payment Date or the Advance Collection Period preceding the upcoming Interim Payment Date;

(iv) whether any Receivable, or any portion of the Receivables, attributable to a Designated Pool, has a Collateral Value of zero by virtue of the definition of “Collateral Value” or Section 4 of this Indenture Supplement;

(v) a calculation of the Net Proceeds Coverage Percentage in respect of each of the three preceding Monthly Advance Collection Periods (or each that has occurred since the date of this Indenture Supplement, if less than three), and the arithmetic average of the three;

(vi) the Monthly Reimbursement Rate for the upcoming Payment Date or Interim Payment Date;

(vii) whether any Target Amortization Amount that has become due and payable has been paid;

(viii) the PSA Stressed Nonrecoverable Advance Amount for the upcoming Payment Date or Interim Payment Date;

(ix) the Trigger Advance Rate for such Notes; and

(x) the arithmetic average of the Deficient Documentation Percentages provided in each of the three most recent reports delivered pursuant to Section 3.3(d) of the Base Indenture.

In addition to the information provided in the above Calculation Agent Report, to the extent the following information is specifically provided to the Calculation Agent by the Servicer, the Calculation Agent shall promptly, upon written request to the Calculation Agent, provide in the Calculation Agent Report such other financial or non-financial information, documents, records or reports with respect to the Receivables or the condition or operations, financial or otherwise, of the Servicer. For the avoidance of doubt, the Calculation Agent shall not be responsible for reporting any written requests for reimbursement of Fannie Mae Advances submitted to Fannie Mae by the Servicer, the Administrative Agent or any other Person.

(b) Series Payment Date Report . In conjunction with each Payment Date Report, the Indenture Trustee shall also report the Stressed Time Percentage.

(c) Limitation on Indenture Trustee Duties . The Indenture Trustee, in any of its capacities, shall have no independent duty to verify the occurrence of any of the events described in clause (B) of the definition of “Target Amortization Event”.

Section 11. Conditions Precedent Satisfied.

The Issuer hereby represents and warrants to the Noteholders of the Series 2018-VF1 Notes and the Indenture Trustee that, as of the related Issuance Date, each of the conditions precedent set forth in the Base Indenture, including but not limited to those conditions precedent set forth in Section 6.10(b) and Article XII thereof, as applicable, have been satisfied or waived in accordance with the terms thereof.

Section 12. Representations and Warranties; Covenants.

(a) Restatement of Representations and Warranties . The Issuer, the Administrator, the Servicer and the Indenture Trustee hereby restate as of the related Issuance Date, the Effective Date and each other date as is specifically referenced in the body of such representation and warranty, all of the representations and warranties set forth in Sections 9.1, 10.1 and 11.14, respectively, of the Base Indenture, and all of the representations and warranties set forth in the Note Purchase Agreement.

(b) In addition, each of the Administrator and the Servicer hereby make the following representations and warranties for the benefit of the Indenture Trustee, as of the Effective Date and as of the date of each Grant of Receivables to the Indenture Trustee pursuant to the Base Indenture.

(i) Ditech does not believe, nor does it have any reasonable cause to believe, that it cannot perform each and every covenant contained in the Base Indenture or any other Transaction Document.

(ii) None of Ditech, the Depositor or the Issuer is in default (or, with respect to Ditech, subject to termination as servicer) under any material agreement, contract, instrument or indenture to which such Person is a party or by which it or its properties is or are bound (including without limitation, each Designated Servicing Agreement), or with respect to any order of any court, administrative agency, arbitrator or governmental body which should reasonably be expected to have a material adverse effect on the transactions contemplated hereunder, and no event has occurred which with notice or lapse of time or both would constitute such a default with respect to any such agreement, contract, instrument or indenture, or with respect to any such order of any court, administrative agency, arbitrator or governmental body.

(c) The Servicer hereby covenants and agrees that the Servicer and its subsidiaries taken as a whole shall not make any material change in its Core Business Activities unless permitted under the definition of “Core Business Activities” or otherwise consented to by the Administrative Agent in writing, such consent not to be unreasonably withheld. For purposes hereof, “Core Business Activities” means loan origination, loan servicing and collection activities and ancillary services directly related thereto (including, for example, the making of servicer advances and the financing of servicer advances), REO property management, collection of consumer receivables, bankruptcy assistance and solution activities, and the provision of technological support products and services related to the foregoing, any other activities conducted as of the Effective Date and business initiatives arising out of and related to any of the foregoing; provided , however , that the Servicer and its subsidiaries shall be specifically permitted to make material changes to its Core Business Activities insofar as these changes relate to originating, acquiring, securitizing, selling and/or servicing loans or other debt obligations, unless such change in Core Business Activities adversely affects the Servicer’s performance of, or ability to perform its obligations under any Transaction Document or Designated Servicing Agreement or adversely affects the interests of the Noteholders.

(d) Representations, Warranties and Covenants of the Securities Intermediary . The Securities Intermediary represents and warrants that, as of the Effective Date, the Securities Intermediary has a physical office in the United States and is engaged in a business or other regular activity of maintaining securities accounts. The Securities Intermediary agrees that, at such time as this Indenture is amended, it shall notify the parties if it no longer maintains a physical office in the United States and is no longer engaged in a business or other regular activity of maintaining securities accounts. The Securities Intermediary represents and warrants that the there are no other “account agreements” (as defined in the Hague Securities Convention) with respect to the Trust Accounts other than the Base Indenture, as supplemented by the related Indenture Supplement (as applicable).

(e) As permitted by Article 4 of the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary (the “Hague Convention”), the parties hereto designate, acknowledge and further agree that: (i) the Securities Intermediary is an “intermediary” (as defined in Article 1(1)(c) of the Hague Convention), (ii) the Base Indenture, as supplemented by the related Indenture Supplement with respect to any series-specific Trust Account, is an “account agreement” (as defined in Article 1(1)(e) of the Hague Convention) and the Base Indenture, as supplemented by the related Indenture Supplement with respect to any series-specific Trust Account, is the only such “account agreement” relating to the Trust Accounts, (iii) the Issuer is the “account holder” (as defined in Article 1(1)(d) of the Hague Convention) with respect to the Trust Accounts and (iv) the only law which is applicable to all of the issues specified in Article 2(1) of the Hague Convention is the law of the State of New York, which shall govern each such issue and each Trust Account.

Section 13. Amendments.

(a) Notwithstanding any provisions to the contrary in Article XII of the Base Indenture but subject to the provisions set forth in Sections 12.1 and 12.3 of the Base Indenture, without the consent of the Noteholders of any Notes but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, and the Administrative Agent, upon delivery of an Issuer Tax Opinion if requested by the Administrative Agent and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could not have a material Adverse Effect on any Outstanding Notes and is not reasonably expected to have a material Adverse Effect on the Noteholders of the Notes at any time in the future (unless such Officer’s Certificate is waived by the Administrative Agent), may amend this Indenture Supplement for any of the following purposes: (i) to correct any mistake or typographical error or cure any ambiguity, or to cure, correct or supplement any defective or inconsistent provision herein or any other Transaction Document; or (ii) to amend any other provision of this Indenture Supplement.

(b) Notwithstanding any provisions to the contrary in Section 6.10 or Article XII of the Base Indenture, no supplement, amendment or indenture supplement entered into with respect to the issuance of a new Series of Notes or pursuant to the terms and provisions of Section 12.2 of the Base Indenture may, without the consent of the Series Required Noteholders, supplement, amend or revise any term or provision of this Indenture Supplement.

(c) Notwithstanding any provisions to the contrary herein or in the Base Indenture, a Noteholder shall have the right, exercisable in its sole discretion, to tranche its respective Series 2018-VF1 Notes into Classes following the initial issuance of the Series 2018-VF1 Notes without the consent of any other Noteholder or any other Person so long as such tranching does not affect the existing payment terms or aggregate available Fundings thereunder in respect of the initially-issued Notes or the allocation of payments and fundings among the Noteholders; provided that if such tranching requires this Indenture Supplement to be amended, the Series Required Noteholders, the Issuer, the Indenture Trustee, the Administrator, the Servicer and the Administrative Agent hereby agree to cooperate in good faith to so amend and shall not hinder, delay or condition their execution of any such amendment.

(d) For the avoidance of doubt, the Issuer and the Administrator hereby covenant that the Issuer shall not issue any future Series of Notes without designating an entity to act as “Administrative Agent” under the related Indenture Supplement with respect to such Series of Notes.

(e) Notwithstanding any provisions to the contrary in the Receivables Pooling Agreement, the Receivables Sale Agreement shall not be amended without the consent of each Noteholder of the Series 2018-VF1 Notes.

Section 14. Counterparts.

This Indenture Supplement may be executed in any number of counterparts, by manual or facsimile signature, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

Section 15. Entire Agreement.

This Indenture Supplement, together with the Base Indenture incorporated herein by reference, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and fully supersedes any prior or contemporaneous agreements relating to such subject matter.

Section 16. Limited Recourse.

Notwithstanding any other terms of this Indenture Supplement, the Series 2018-VF1 Notes, any other Transaction Documents or otherwise, the obligations of the Issuer under the Series 2018-VF1 Notes, this Indenture Supplement and each other Transaction Document to which it is a party are limited recourse obligations of the Issuer, payable solely from the Trust Estate, and following realization of the Trust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, none of the Noteholders of Series 2018-VF1 Notes, the Indenture Trustee or any of the other parties to the Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter revive. No recourse shall be had for the payment of any amount owing in respect of the Series 2018-VF1 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any officer, director, employee, shareholder, stockholder or incorporator of the Issuer or any of their successors or assigns for any amounts pursuant to this Agreement payable under the Series 2018-VF1 Notes or this Indenture Supplement. It is understood that the foregoing provisions of this Section 16 shall not (a) prevent recourse to the Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the Trust Estate or (b) save as specifically provided therein, constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Series 2018-VF1 Notes or secured by this Indenture Supplement. It is further understood that the foregoing provisions of this Section 16 shall not limit the right of any Person to name the Issuer as a party defendant in any proceeding or in the exercise of any other remedy under the Series 2018-VF1 Notes or this Indenture Supplement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such Person or entity.

Notwithstanding any other provision of this Agreement, the parties hereto agree that no Noteholder that is a CP Conduit shall have any obligation to pay any amounts owing under this Agreement unless and until it has received cash pursuant to this Agreement sufficient to pay such amounts. The parties hereto agree that no amount owing hereunder (other than principal and interest) shall constitute a claim (as defined in Section 101 or Title 11 of the United States Bankruptcy Code or any similar law in another jurisdiction) against CS New York, in its capacity as agent for the CS Purchaser Group or any CP Conduit, and neither CS New York, in its capacity as agent for the CS Purchaser Group, nor any CP Conduit shall be required to pay such amounts, unless it has received cash sufficient pursuant to this Agreement to pay such amounts, and such amounts are not necessary to pay outstanding indebtedness of CS New York or such CP Conduit, as applicable. The provision of this paragraph shall survive the termination of this Agreement.

Section 17. Owner Trustee Limitation of Liability.

It is expressly understood and agreed by the parties hereto that (a) this Indenture Supplement is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of the Issuer under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking and agreement by Wilmington Trust, National Association, but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Wilmington Trust, National Association, be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture Supplement or the other Transaction Documents.

Section 18. Reduction of Maximum Combined Purchase Price.

Notwithstanding anything herein or in the Base Indenture to the contrary:

(i) prior to the Reduction Trigger Date, the Maximum Combined Purchase Price may be reduced at the request of Administrative Agent and with the consent of the Administrator;

(ii) on or after the Reduction Trigger Date, and upon the occurrence and continuation of a Reduced Utilization Trigger Event, the Maximum Combined Purchase Price shall be reduced to an amount equal to the product of (x) 125% and (y) the applicable Average 3 Month Utilization ( provided , that , in no event shall such amount exceed the Initial Maximum Combined Purchase Price);

(iii) within five (5) months following the Effective Date, Administrator may reduce the Maximum Combined Purchase Price upon advance written notice and mutual agreement with the Administrative Agent and in the minimum amount to be agreed without premium or penalty; and

(iv) following the occurrence of an Event of Default, the Maximum Combined Purchase Price shall be reduced to zero ($0).

Section 19. Assignment.

Notwithstanding anything to the contrary herein or in any other Transaction Document, the Transaction Documents are not assignable by Issuer, Ditech, Depositor or Limited Guarantor

Section 20. Notices.

Any communication provided for or permitted hereunder or otherwise pursuant to the Base Indenture to the Administrative Agent shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given if delivered by courier or mailed by first class mail, postage prepaid or overnight courier or if transmitted by facsimile or by email and confirmed in a writing delivered or mailed as aforesaid, to Credit Suisse First Boston Mortgage Capital LLC, c/o Credit Suisse Securities (USA) LLC, One Madison Avenue, 9th Floor, New York, NY 10010, Attention: Christopher Czako, email: christopher.czako@credit-suisse.com; or such other address or facsimile number as may hereafter be furnished by such Person to the parties hereto in writing. The parties hereto agree that, with respect to any communication delivered under any Transaction Document to the Receivables Seller, the Administrator, the Depositor, the Issuer, any Administrative Agent (as defined under clause (ii) of the definition hereof) or any Noteholder of a Series 2018-VF1 Note, a copy of such communication shall be delivered to the Administrative Agent as well.

Section 21. Conditions Precedent to Effectiveness of this Indenture Supplement.

This Indenture Supplement shall become effective upon the latest to occur of the following:

a. the execution and delivery of this Indenture Supplement by all parties hereto; and

b. the delivery of an Issuer Tax Opinion.

Section 22. U.S. Credit Risk Retention.

(a) Ditech hereby represents, warrants and covenants to Credit Suisse and each of the Noteholders of the Series 2018-VF1 Notes, that, as of the date hereof and as of each Seller’s Interest Measurement Date, for so long as the Series 2018-VF1 Notes are outstanding Ditech will comply (either directly, or indirectly through a “wholly owned affiliate” (as defined in Regulation RR), and is the appropriate entity to comply, with all legal requirements imposed on the “sponsor” of a “securitization transaction” in accordance with Regulation RR.

(b) Each of the Administrator and the Issuer further covenants and agrees that the Owner Trustee and Wells Fargo Bank, N.A., both individually and in its capacity as Indenture Trustee and in its capacity as Securities Intermediary, shall have no liability with respect to any determination as to the applicability or inapplicability of the Regulation RR or the scope of the duties and obligations of the Administrator or the Issuer thereunder. For the avoidance of doubt, Wells Fargo Bank, N.A. shall be entitled to its other rights and protections (including any rights to indemnification) set forth herein with respect thereto.

Section 23. No Petition.

Each of the Indenture Trustee, the Administrative Agent, the Servicer and the Administrator, by entering into this Indenture, each Derivative Counterparty, each Supplemental Credit Enhancement Provider or Liquidity Provider, as applicable, by accepting its rights as a third party beneficiary hereunder, each Noteholder, by accepting a Note and each Note Owner by accepting a Note or a beneficial interest in a Note that it will not institute against any Administrative Agent or Noteholder that is a CP Conduit or join in any institution against any Administrative Agent or Noteholder that is a CP Conduit of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, this Indenture, any Derivative Counterparty, any Supplemental Credit Enhancement Agreement and any Liquidity Facility, in either case, for one year and one day after the latest maturing commercial paper note issued by the applicable CP Conduit is paid in full. The provision of this paragraph shall survive the termination of this Agreement.

Section 24. Choice of Law.

THIS INDENTURE SUPPLEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS INDENTURE SUPPLEMENT, THE RELATIONSHIP OF THE PARTIES HERETO, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES HERETO SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICT OF LAW PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS .

THE LAWS OF THE STATE OF NEW YORK ARE APPLICABLE TO ALL ISSUES SPECIFIED IN ARTICLE 2(1) OF THE HAGUE SECURITIES CONVENTION, THIS SECTION 24 OF THIS INDENTURE SUPPLEMENT AND SECTION 1.13 OF THE BASE INDENTURE MAY NOT BE AMENDED OR MODIFIED WITHOUT THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT AND THE INDENTURE TRUSTEE.

TO THE EXTENT THAT ANY TRUST ACCOUNT, OR ANY AGREEMENTS BETWEEN THE SECURITIES INTERMEDIARY AND WELLS FARGO BANK, N.A., AS INDENTURE TRUSTEE FOR DITECH AGENCY ADVANCE TRUST ADVANCE RECEIVABLES BACKED

NOTES WITH RESPECT TO ANY TRUST ACCOUNT ARE AT ANY TIME GOVERNED BY LAWS OTHER THAN THE LAWS OF THE STATE OF NEW YORK, THE PARTIES HERETO DO NOT CONSENT TO THE NEW GOVERNING LAW FOR THE PURPOSES OF ARTICLE 7 OF THE HAGUE SECURITIES CONVENTION.

[Signature pages follow]

IN WITNESS WHEREOF, the undersigned have caused this Indenture Supplement to be duly executed by their respective signatories thereunto all as of the day and year first above written.



DITECH AGENCY ADVANCE TRUST , as Issuer By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee
By: /s/ Dorri Costello Name: Dorri Costello Title: Vice President
WELLS FARGO BANK, N.A. , as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary and not in its individual capacity By: /s/ Graham M. Oglesby Name: Graham M. Oglesby Title: Vice President
DITECH FINANCIAL LLC , as Administrator and as Servicer
By: /s/ Cheryl A. Collins Name: Cheryl A. Collins Title: Senior Vice President and Treasurer

[Ditech Agency Advance Trust, Series 2018-VF1 Notes - Signature Page to Indenture Supplement]

CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC ,
as Administrative Agent

By: /s/ Margaret Dellafera

Name: Margaret Dellafera

Title: Vice President

[Ditech Agency Advance Trust, Series 2018-VF1 Notes - Signature Page to Indenture Supplement]

SCHEDULE 1

WIRE INSTRUCTIONS

If to the Series 2018-VF1 Reserve Account:

Name of Bank: Wells Fargo Bank, N.A.

ABA Number of Bank: 121000248

Name of Account: Corporate Trust Clearing

Account Number at Bank: 397 077 1416


For Further Credit To:	49309007

If to the CS Purchaser Group:

Name of Bank: Bank of New York

ABA Number of Bank: 021000018

Name of Account: Alpine Securitization LTD

Account Number at Bank: 8901334871

If to the Barclays Purchaser Group:

Name of Bank: Barclays Bank PLC

ABA Number of Bank: 026-002-574

Name of Account: Sheffield 4(2) Funding Account

Account Number at Bank: 050-791-516

If to the Sinking Fund Account:

Name of Bank: Wells Fargo Bank, N.A.

ABA Number of Bank: 121000248

Name of Account: Corporate Trust Clearing

Account Number at Bank: 397 077 1416

For Further Credit To: 49309006

Schedule 1

Exhibit 10.27.1

EXECUTION VERSION

RECEIVABLES SALE AGREEMENT

DITECH FINANCIAL LLC

(Receivables Seller and Servicer)

and

DITECH PLS ADVANCE DEPOSITOR LLC

(Depositor)

and

DITECH HOLDING CORPORATION
(formerly known as WALTER INVESTMENT MANAGEMENT CORP.)

(Limited Guarantor)

Dated as of February 9, 2018, and effective as of February 12, 2018

DITECH PLS ADVANCE TRUST II

ADVANCE RECEIVABLES BACKED NOTES, ISSUABLE IN SERIES

1024150

TABLE OF CONTENTS

Page



Section 1.	Definitions; Incorporation by Reference	2
Section 2.	Transfer of Receivables	4
Section 3.	Ditech’s Acknowledgment and Consent to Assignment	5
Section 4.	Representations, Warranties and Certain Covenants of Ditech, as Servicer and as Receivables Seller	6
Section 5.	Termination	12
Section 6.	General Covenants of Ditech, as Receivables Seller and Servicer and the Limited Guarantor, if applicable	12
Section 7.	Grant Clause.	15
Section 8.	Conveyance by Depositor; Grant by Issuer	15
Section 9.	Protection of Indenture Trustee’s Security Interest in Trust Estate	16
Section 10.	Indemnification	16
Section 11.	Miscellaneous	18

Schedule 1 Form of Assignment of Receivables

Exhibit A Form of Subordinated Note

RECEIVABLES SALE AGREEMENT

This RECEIVABLES SALE AGREEMENT (as it may be amended, supplemented, restated, or otherwise modified from time to time, this “ Agreement ”) is made as of February 9, 2018, and effective as of February 12, 2018, by and between Ditech Financial LLC, a limited liability company organized under the laws of the State of Delaware, as receivables seller and servicer (“ Ditech ”), Ditech PLS Advance Depositor LLC, a limited liability company organized under the laws of the State of Delaware, as depositor (the “ Depositor ”), and Ditech Holding Corporation (formerly known as Walter Investment Management Corp.), a corporation under the laws of the State of Maryland as limited guarantor (“ Limited Guarantor ”).

RECITALS

A. The Depositor is a special purpose Delaware limited liability company wholly owned by Ditech. Ditech acts as the servicer under one or more certain pooling and servicing agreements, securitization servicing agreements, sale and servicing agreements, servicing agreements, transfer and servicing agreements, sub-servicing agreements, trust agreements, indentures and other agreement similarly denominated (each, as it may be amended, supplemented, restated, or otherwise modified from time to time, a “ Servicing Agreement ” and, collectively, the “ Servicing Agreements ”), and has the obligation to make Advances thereunder, has the right to collect the related Receivables in reimbursement of such Advances made by Ditech and the right to collect Receivables related to Advances previously made by Ditech (or any predecessor servicer). One or more Servicing Agreements (each, as may be amended, supplemented, restated or otherwise modified from time to time, a “ Designated Servicing Agreement ” and, collectively, the “ Designated Servicing Agreements ” ) will be designated as described herein for inclusion under this Agreement, the Receivables Pooling Agreement (defined below) and the Indenture (defined below).

B. Ditech PLS Advance Trust II (the “ Issuer ”), Ditech, as servicer and as Administrator (in such capacity, the “ Administrator ”), Wells Fargo Bank, N.A., as Indenture Trustee (the “ Indenture Trustee ”), as Calculation Agent, as Paying Agent and as Securities Intermediary, and Credit Suisse First Boston Mortgage Capital LLC, as administrative agent (the “ Administrative Agent ”), have entered into an Indenture (as it may be amended, supplemented, restated, or otherwise modified from time to time and including any indenture supplement, the “ Indenture ”), dated as of even date herewith, pursuant to which the Issuer shall be permitted to issue different Series of notes (the “ Notes ”) from time to time, on the terms and conditions set forth in the Indenture.

C. Upon its disbursement of an Advance pursuant to a Designated Servicing Agreement, Ditech, as servicer, becomes the beneficiary of a contractual right to be reimbursed for such Advance in accordance with the terms of the related Designated Servicing Agreement. Ditech desires to sell, assign, transfer and convey to the Depositor all its contractual rights to be reimbursed for each Advance disbursed by Ditech (or any predecessor servicer to the extent that Ditech acquires the Advance), as servicer, from the date hereof through the Receivables Sale Termination Date under the Designated Servicing Agreements (in any case, which Advance has not been previously reimbursed) (any right to reimbursement in respect of any such Advance, a “ Receivable ” and, collectively, the “ Receivables ”), pursuant to the terms of this Agreement. The Depositor will sell and/or contribute, assign, transfer and convey to the Issuer all Receivables acquired by the Depositor from Ditech, as receivables seller, immediately upon the Depositor’s acquisition of such Receivables pursuant to this Agreement pursuant to a Receivables Pooling Agreement, dated as of even date herewith (as may be amended, supplemented, restated or otherwise modified from time to time, the “ Receivables Pooling Agreement ”).

AGREEMENT

Section 1. Definitions; Incorporation by Reference.

Additional Receivables : As defined in Section 2(a) .

Administrative Agent : As defined in the Recitals.

Administrator : As defined in the Recitals.

Aggregate Receivables : Collectively, all Initial Receivables and all Additional Receivables.

Agreement : As defined in the Preamble.

Assignment of Receivables : Each agreement documenting an assignment by Ditech to the Depositor substantially in the form set forth on Schedule 1 .

Closing Date : The date of this Agreement.

Depositor : As defined in the Preamble.

Designated Servicing Agreement and Designated Servicing Agreements : As defined in the Recitals.

Ditech : As defined in the Preamble.

Full Amortization Period : As defined in the Indenture.

Indemnification Amounts : As defined in Section 10(c) .

Indemnified Party : As defined in Section 10(c) .

Indemnity Payment : As defined in Section 4(d) .

Indenture : As defined in the Recitals.

Indenture Trustee : As defined in the Recitals.

Initial Receivables : As defined in Section 2(a) .

Issuer : As defined in the Recitals.

Limited Guarantor : As defined in the Recitals.

Purchase : Each transfer by the Depositor from Ditech, as receivables seller, of Transferred Assets.

Purchase Price : As defined in Section 2(b) .

Receivable and Receivables : As defined in the Recitals.

Receivables Pooling Agreement : As defined in the Recitals.

Related Documents : As defined in Section 4(a)(iii) .

Removed Servicing Agreement : As defined in Section 2(c) .

Series : As defined in the Indenture.

Servicing Agreement and Servicing Agreements : As defined in the Recitals.

Stop Date : As defined in Section 2(c) .

Transferred Assets : As defined in Section 2(a) .

UCC : As defined in Section 2(a) .

Section 2. Transfer of Receivables.

(a) Transferred Assets . On the date hereof, Ditech, as receivables seller, will sell, contribute, assign and convey to the Depositor, and the Depositor will purchase and acquire from Ditech without recourse, all of Ditech’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on the Closing Date with respect to any Servicing Agreement that is listed on the Designated Servicing Agreement Schedule as a “Designated Servicing Agreement” (the “ Initial Receivables ”), (2) each Receivable in existence on any Business Day after the Closing Date and prior to the Receivables Sale Termination Date that arises pursuant to any Servicing Agreement that is listed on the Designated Servicing Agreement Schedule as a “Designated Servicing Agreement” (the “ Additional Receivables ”), and (3) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “ UCC ”)), together with all rights of Ditech to enforce such Initial Receivables and Additional Receivables (collectively, the “ Transferred Assets ”). Until the Receivables Sale Termination Date, Ditech shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Depositor, on each Business Day, each Additional Receivable (other than any Excepted Receivable) not previously transferred to the Depositor and the Depositor shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

(c) Removal of Designated Servicing Agreements and Receivables . On any date on or after the satisfaction of all conditions specified in Section 2.1(c) of the Indenture, Ditech, as receivables seller, may remove a Designated Servicing Agreement from the Designated Servicing Agreement Schedule for purposes of this Agreement (each such Servicing Agreement so removed, a “ Removed Servicing Agreement ”). Upon the removal of a Designated Servicing Agreement from the Designated Servicing Agreement Schedule,

(i) except if Ditech conducts a Permitted Refinancing, all Receivables related to Advances under such Removed Servicing Agreement previously transferred to the Depositor and Granted to the Indenture Trustee for inclusion in the Trust Estate, shall remain subject to the lien of the Indenture, in which case the Receivables Seller may not assign to another Person any Receivables arising under that Removed Servicing Agreement until all Receivables that arose under that Removed Servicing Agreement that are included in the Trust Estate shall have been paid in full or sold in a Permitted Refinancing, and (ii) all Receivables related to such Removed Servicing Agreement arising on or after the date that the related Servicing Agreement was removed from the Designated Servicing Agreement Schedule (the “ Stop Date ”) shall not be sold to the Depositor and shall not constitute Additional Receivables.

(d) Marking of Books and Records . Ditech shall, at its own expense, indicate in its books and records (including its computer records) that the Receivables arising under each Designated Servicing Agreement and the related Transferred Assets have been sold, assigned, transferred and conveyed to the Depositor in accordance with this Agreement and are owned by the Issuer and pledged to the Indenture Trustee on behalf of the Noteholders. Ditech shall not alter the indication referenced in this paragraph with respect to any Receivable during the term of this Agreement (except in accordance with Section 9(b) ). If a third party, including a potential purchaser of a Receivable, should inquire as to the status of the Receivables, Ditech shall promptly indicate to such third party that the Receivables have been sold, assigned, transferred and conveyed and Ditech (except in accordance with Section 9(b) ) shall not claim any right, title or interest (including, but not limited to ownership interest) therein.

Section 3. Ditech’s Acknowledgment and Consent to Assignment.

necessary in order for the Depositor to obtain its own licenses with respect to such software. The licenses granted by Ditech pursuant to this Section 3 with respect to software owned by it shall be irrevocable and shall terminate on the Receivables Sale Termination Date.

Section 4. Representations, Warranties and Certain Covenants of Ditech, as Servicer and as Receivables Seller.

(a) General Representations and Warranties .

(vi) Perfection .

(ix) Ownership of Depositor . Ditech owns 100% of the membership interest in the Depositor. No Person other than Ditech has any rights to acquire membership interests in the Depositor.

(b) Representations and Warranties of Ditech Concerning the Receivables . The following representations and warranties are made in respect of each Receivable as of the Sale Date therefor:

(i) Facility Eligible Receivables . Each Receivable is a Facility Eligible Receivable as of the Sale Date therefor.

(ii) Assignment Permitted under Servicing Agreements . Each Receivable arising under a Designated Servicing Agreement is fully transferable hereunder in accordance with the terms thereof, and such transfer will not violate the terms of, or require the consent of any Person under or any document or agreement to which Ditech is a party or to which its assets or properties are subject, other than such consents that have been obtained pursuant to the terms of the related Designated Servicing Agreement.

(iv) No Fraud . As of any Sale Date, with respect to the Receivables transferred on such date, no Receivable has been identified by Ditech or reported to Ditech by any Person as having resulted from fraud perpetrated by any Person.

Mortgagor, or (b) which does not adversely affect the ultimate collectability of the related Receivable therefor.

(xii) Repayment of Receivables . Ditech has no reason to believe that at the time of the transfer of any Receivables to the Depositor pursuant hereto, such Receivables will not be paid in full.

(c) Survival . It is understood and agreed that the representations and warranties set forth in Section 4(a) and Section 4(b) shall continue throughout the term of this Agreement but that the representations and warranties in Section 4(b) with respect to any Receivable are made only on the Sale Date for such Receivable.

Indenture Trustee and each of their respective assignees), against and hold its assignees (including the Depositor, the Issuer, the Indenture Trustee and each of their respective assignees) harmless from any cost, liability and expense, including, without limitation, reasonable attorneys’ fees and expenses, whether incurred in enforcement proceedings between the parties or otherwise, incurred as a result of, or arising from, such breach, the amount of which shall equal the Receivable Balance of any affected Receivable and each such purchase or indemnification amount to be paid hereunder, an “ Indemnity Payment ”. This Section 4(d) sets forth the exclusive remedy for a breach of representation, warranty or covenant by Ditech set forth in Section 4(b) pertaining to a Receivable. Notwithstanding the foregoing, the breach of any representation, warranty or covenant shall not be waived by the Issuer under any circumstances without the consent of the Administrative Agent, which in any case will not consent to waive such representation, warranty or covenant without the consent of the Majority Noteholders of all Outstanding Notes.

Section 5. Termination.

This Agreement (a) may not be terminated prior to the termination of the Indenture and (b) may be terminated at any time thereafter by either party hereto upon written notice to the other party.

Section 6. General Covenants of Ditech, as Receivables Seller and Servicer and the Limited Guarantor, if applicable.

Ditech, and the Limited Guarantor, if applicable, covenants and agrees that, from the date of this Agreement until the termination of the Indenture:

have set aside on its books adequate reserves with respect to any such tax, assessment, charge or levy so contested.

(e) Amendments to Designated Servicing Agreements . Ditech hereby covenants and agrees not to expressly consent to any amendment to the Designated Servicing Agreements without the prior written consent of the Administrative Agent and, except for such amendments that would have no material adverse effect upon the collectability or timing of payment of any of the Aggregate Receivables or the performance of Ditech’s, the Depositor’s or the Issuer’s obligations under the Transaction Documents or otherwise result in an Adverse Effect, without the prior written consent of the Majority Noteholders of all Outstanding Notes. Ditech will, within five (5) Business Days following the effectiveness of such amendments, deliver to the Indenture Trustee copies of all such amendments.

(l) Depositor’s Reliance . Each of the Limited Guarantor and Ditech acknowledges that the Indenture Trustee and the Noteholders are entering into the transactions contemplated by the Transaction Documents in reliance upon the Depositor’s and Issuer’s identity as a legal entity that is separate from it. Therefore, from and after the date of execution and delivery of this Agreement, each of the Limited Guarantor and Ditech will take, and will cause each of their respective subsidiaries to take, all reasonable steps to maintain each of the Depositor’s and Issuer’s identity as a separate legal entity and to make it manifest to third parties that each of the Depositor and the Issuer is an entity with assets and liabilities distinct from those of the Limited Guarantor and Ditech. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, each of the Limited Guarantor and Ditech (i) will not hold itself out, nor permit its respective subsidiaries (other than the Depositor and the Issuer) to hold themselves out, to third parties as liable for the debts of either the Depositor or the Issuer nor purport to own the Aggregate Receivables and other related Transferred Assets and (ii) will take and will cause its respective subsidiaries to take all other actions necessary to ensure that the facts and assumptions regarding it set forth in the opinion issued by Sidley Austin LLP, dated the date hereof, relating to substantive consolidation issues remain true and correct in all material respects at all times.

continuation statements, and file additional financing statements and to take any other steps reasonably requested by the Depositor, the Issuer, the Administrative Agent or the Indenture Trustee to further perfect or evidence the rights, claims or security interests of any of Ditech, the Depositor, the Issuer or any assignee or beneficiary of the Issuer’s rights under this Agreement, including the Indenture Trustee on behalf of the Noteholders under any of the Transaction Documents.

Section 7. Grant Clause.

(a) It is the intention of the parties hereto that each transfer and assignment contemplated by this Agreement shall constitute an absolute sale or contribution, as applicable, of the related Receivables from Ditech to the Depositor and that the Aggregate Receivables shall not be part of Ditech’s estate or otherwise be considered property of Ditech in the event of the bankruptcy, receivership, insolvency, liquidation, conservatorship or similar proceeding relating to Ditech or any of its property. However, if such conveyance is deemed to be in respect of a loan, it is intended that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement. Accordingly, Ditech hereby grants to the Depositor a security interest in all of its right, title and interest in, to and under, whether now owned or hereafter acquired, the Aggregate Receivables and the other Transferred Assets to secure payment of such loan. This Agreement shall constitute a security agreement under applicable law. Ditech will, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Aggregate Receivables and the other Transferred Assets to secure payment or performance of an obligation, such security interest would be a perfected security interest under applicable law and will be maintained as such throughout the term of this Agreement. Ditech has made all such initial filings.

Section 8. Conveyance by Depositor; Grant by Issuer.

Section 9. Protection of Indenture Trustee’s Security Interest in Trust Estate.

(a) Ditech shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time following reasonable prior notice delivered to it, the status of such Receivable, including payments and recoveries made and payments owing. The Schedule of Receivables has been delivered to the Indenture Trustee and shall remain in its possession or control.

to any Receivables indicate that the Receivables are owned by the Issuer and pledged to the Indenture Trustee on behalf of the Noteholders. Indication of the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on Ditech’s records when, and only when, the Receivable has been paid in full or released from the lien of the Indenture pursuant to the Indenture.

Section 10. Indemnification.

(a) Without limiting any other rights that an Indemnified Party may have hereunder or under applicable law, Ditech and the Limited Guarantor, agree to, jointly and severally, indemnify each Indemnified Party from and against any and all Indemnification Amounts, which may be imposed on, incurred by or asserted against an Indemnified Party in any way arising out of or relating to any breach of Ditech’s obligations under this Agreement or the ownership of the Aggregate Receivables or in respect of any Receivable, including but not limited to any obligation to pay Indemnity Payments pursuant to Section 4(d) hereof, excluding, however, Indemnification Amounts to the extent resulting from the negligence or willful misconduct on the part of such Indemnified Party or the failure of any particular Securitization Trust Assets, to generate sufficient cash payments to reimburse any Advance.

(iii) any violation of law, negligence, willful malfeasance or bad faith of Ditech as servicer under the Designated Servicing Agreements; or

Section 11. Miscellaneous.

long as the Notes are outstanding, this Agreement may not be amended without, collectively (x) (i) the consent of the Majority Noteholders of all Outstanding Notes that are not Variable Funding Notes and (ii) the consent of the Series Required Noteholders for each Series of Variable Funding Notes, or (y) (i) the amendment is for a purpose for which the Indenture could be amended without any Noteholder consent pursuant to Section 12.1 thereof and (ii) Ditech shall have delivered to the Indenture Trustee an officer’s certificate to the effect that Ditech reasonably believes that such amendment could not have a material Adverse Effect on any Outstanding Notes and is not reasonably expected to have a material Adverse Effect at any time in the future. Any such amendment requested by Ditech shall be at its own expense.

(h) Headings Not to Affect Interpretation . The headings contained in this Agreement are for convenience of reference only, and they shall not be used in the interpretation hereof.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Receivables Sale Agreement to be duly executed as of the date first above written.



	DITECH FINANCIAL LLC , as Receivables Seller and as Servicer
	By: /s/ Cheryl A. Collins
	Name: Cheryl A. Collins
	Title: Senior Vice President and Treasurer



	DITECH PLS ADVANCE DEPOSITOR LLC , as Depositor
	By: /s/ Cheryl A. Collins
	Name: Cheryl A Collins
	Title: Senior Vice President and Treasurer

[Ditech PLS Advance Trust II – Signature Page to Receivables Sale Agreement]



	DITECH HOLDING CORPORATION (F/K/A WALTER INVESTMENT MANAGEMENT CORP.) , as Limited Guarantor By: /s/ Kimberly A. Parez Name: Kimberly A. Parez Title: Senior Vice President and Chief Accounting Officer

[Ditech PLS Advance Trust II – Signature Page to Receivables Sale Agreement]

Schedule 1

ASSIGNMENT OF RECEIVABLES

Dated as of __________ ___, 20___

This Assignment of Receivables (this “ Assignment ”) is a schedule to and is hereby incorporated by this reference into a Receivables Sale Agreement (the “ Agreement ”), dated as of February 9, 2018, and effective as of February 12, 2018, by and between Ditech Financial LLC, a Delaware limited liability company, as receivables seller and servicer (“ Ditech ”), Ditech PLS Advance Depositor LLC, a Delaware limited liability company (the “ Depositor ”), and Ditech Holding Corporation (formerly known as Walter Investment Management Corp.), a corporation under the laws of the State of Maryland as limited guarantor (“ Limited Guarantor ”). All capitalized terms used herein shall have the meanings set forth in, or referred to in, the Agreement.

[Signature page follows]

[Ditech PLS Advance Trust II - Signature Page to Schedule 1 to Receivables Sale Agreement - Assignment of Receivables]

DITECH FINANCIAL LLC

By:

Name:

Title:

DITECH PLS ADVANCE DEPOSITOR LLC

By:

Name:

Title:

[Ditech PLS Advance Trust II - Signature Page to Schedule 1 to Receivables Sale Agreement - Assignment of Receivables]

Attachment A to Schedule 1

DESIGNATED SERVICING AGREEMENTS RELATED TO THE AGGREGATE RECEIVABLES

[To be inserted]

Attachment A to Schedule 1-1

EXHIBIT A

FORM OF SUBORDINATED NOTE

[DATE]

FOR VALUE RECEIVED, the undersigned, Ditech PLS Advance Depositor LLC, a Delaware limited liability company (the “ Depositor ”), promises to pay to the order of Ditech Financial LLC, a Delaware limited liability company (the “ Seller ”), on the first Payment Date following the date on which all Notes issued under the Indenture referenced in the Receivables Sale Agreement are repaid or are redeemed, or such later date agreed to between the Depositor and the Seller (the “ Maturity Date ”) the aggregate unpaid principal amount of all amounts loaned hereunder pursuant to Section 2(b) of that certain Receivables Sale Agreement, dated as of February 9, 2018, and effective as of February 12, 2018 (together with all amendments and other modifications, if any, from time to time thereafter made thereto, the “ Receivables Sale Agreement ”), among the Seller, Ditech PLS Advance Trust II (the “ Issuer ”) and Ditech Holding Corporation (formerly known as Walter Investment Management Corp.), a corporation under the laws of the State of Maryland as limited guarantor (“Limited Guarantor”), together with any and all accrued and unpaid interest on all amounts loaned hereunder.

[Ditech PLS Advance Trust II - Signature Page to Schedule 1 to Receivables Sale Agreement - Assignment of Receivables]

[Signature Page Follows]

[Ditech PLS Advance Trust II - Signature Page to Schedule 1 to Receivables Sale Agreement - Assignment of Receivables]

DITECH PLS ADVANCE DEPOSITOR LLC

By:_________________________________

Name:

Title:

[Ditech PLS Advance Trust II - Signature Page to Subordinated Note]

Exhibit 10.27.2

EXECUTION VERSION

RECEIVABLES POOLING AGREEMENT

DITECH PLS ADVANCE DEPOSITOR LLC

(Depositor)

and

DITECH PLS ADVANCE TRUST II

(Issuer)

Dated as of February 9, 2018, and effective as of February 12, 2018

DITECH PLS ADVANCE TRUST II

ADVANCE RECEIVABLES BACKED NOTES, ISSUABLE IN SERIES

TABLE OF CONTENTS

Page



Section 1.	Definitions; Incorporation by Reference	2
Section 2.	Transfer of Receivables	4
Section 3.	Depositor’s Acknowledgment and Consent to Assignment	5
Section 4.	Representations, Warranties and Certain Covenants of Depositor	6
Section 5.	Remedies Upon Breach	11
Section 6.	Termination	12
Section 7.	General Covenants of Depositor	12
Section 8.	Grant Clause	14
Section 9.	Grant by Issuer	14
Section 10.	Protection of Indenture Trustee’s Security Interest in Trust Estate	15
Section 11.	Limited Recourse	15
Section 12.	Miscellaneous	16

Schedule 1 Form of Assignment of Receivables

RECEIVABLES POOLING AGREEMENT

This RECEIVABLES POOLING AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “ Agreement ”) is made as of February 9, 2018, and effective as of February 12, 2018, by and between Ditech PLS Advance Depositor LLC, a limited liability company organized under the laws of the State of Delaware (the “ Depositor ”), and Ditech PLS Advance Trust II, a statutory trust organized under the laws of Delaware (the “ Issuer ”).

RECITALS

A. The Depositor is a special purpose Delaware limited liability company wholly owned by Ditech Financial LLC (“ Ditech ”). The Issuer is a statutory trust organized under the laws of Delaware. Ditech acts as the servicer under one or more certain pooling and servicing agreements, securitization servicing agreements, sale and servicing agreements, servicing agreements, transfer and servicing agreements, sub-servicing agreements, trust agreements, indentures and other agreement similarly denominated (each, as it may be amended, restated, supplemented, or otherwise modified from time to time, a “ Servicing Agreement ” and, collectively, the “ Servicing Agreements ”), and has the obligation to make Advances thereunder, has the right to collect the related Receivables in reimbursement of such Advances made by Ditech and the right to collect Receivables related to Advances previously made by Ditech (or any predecessor servicer). One or more Servicing Agreements (each, as may be amended, restated, supplemented, or otherwise modified from time to time, a “ Designated Servicing Agreement ” and, collectively, the “ Designated Servicing Agreements ” ) will be designated for inclusion under this Agreement pursuant to a Receivables Sale Agreement, dated as of even date herewith, among Ditech, the Depositor, and Ditech Holding Corporation (formerly known as Walter Investment Management Corp.) (as may be amended, restated, supplemented, or otherwise modified from time to time, the “ Receivables Sale Agreement ”), the “Receivables Sale Agreement” referenced therein and the Indenture (as defined below).

collectively, the “ Receivables ”). The Depositor, pursuant to the terms and conditions of this Agreement, will sell and/or contribute, assign, transfer and convey to the Issuer all Receivables acquired by the Depositor from Ditech, as receivables seller, immediately upon the Depositor’s acquisition of such Receivables pursuant to the Receivables Sale Agreement.

AGREEMENT

Section 1. Definitions; Incorporation by Reference.

Additional Receivables : As defined in Section 2(a).

Administrative Agent : As defined in the Recitals.

Administrator : As defined in the Recitals.

Aggregate Receivables : Collectively, all Initial Receivables and all Additional Receivables.

Agreement : As defined in the Preamble.

Assignment of Receivables : Each agreement documenting an assignment by Depositor to the Issuer substantially in the form set forth on Schedule 1 .

Closing Date : February 9, 2018, and effective as of February 12, 2018.

Depositor : As defined in the Preamble.

Depositor’s Related Documents : As defined in Section 4(a)(iii) .

Designated Servicing Agreement and Designated Servicing Agreements : As defined in the Recitals.

Ditech : As defined in the Recitals.

Excepted Receivable : Any Receivable arising under any Designated Servicing Agreement (i) that arises after the commencement of the Full Amortization Period and (ii) in respect of which the Issuer, the Depositor, the Indenture Trustee and the Administrative Agent shall have received a written notice from Ditech, no later than one (1) Business Day after the origination thereof, (A) identifying such Receivable in reasonable detail and (B) certifying that Ditech has concluded in its reasonable discretion (with reasonable supporting detail therefor) that Ditech will not receive reasonably equivalent value for the transfer of any such identified Receivable because the value of the equity of the Depositor was negative prior to the contribution of such Receivable after taking into account all of the following, among other relevant factors, (1) borrowings under the subordinated note contemplated by the Receivables Sale Agreement, and (2) any indemnification payments owing by Ditech to the Depositor under the Receivables Sale Agreement (giving effect to the full value of such indemnification payment obligations as an asset of the Depositor).

Full Amortization Period : As defined in the Indenture.

Indenture : As defined in the Recitals.

Indenture Trustee : As defined in the Recitals.

Initial Receivables : As defined in Section 2(a).

Issuer : As defined in the Preamble.

Notes : As defined in the Indenture.

Purchase : Each transfer by the Issuer from the Depositor of Transferred Assets.

Purchase Price : As defined in Section 2(b) .

Receivable and Receivables : As defined in the Recitals.

Receivables Sale Agreement : As defined in the Recitals.

Removed Servicing Agreement : As defined in Section 2(c) .

Sale Date : (i) With respect to the Initial Receivables, the Closing Date and (ii) with respect to any Additional Receivables, each date after the Closing Date and prior to the Receivables Sale Termination Date on which such Additional Receivable is sold and/or contributed, assigned, transferred and conveyed by the Depositor to the Issuer pursuant to the terms of this Agreement.

Series : As defined in the Indenture.

Servicing Agreement and Servicing Agreements : As defined in the Recitals.

Stop Date : As defined in Section 2(c) .

Transferred Assets : As defined in Section 2(a) .

UCC : As defined in Section 2(a) .

Section 2. Transfer of Receivables.

(a) Transferred Assets . On the date hereof, the Depositor will sell, contribute, assign and convey to the Issuer, and the Issuer will purchase and acquire from the Depositor without recourse, all of the Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on the Closing Date subject to any Servicing Agreement that is listed on the Designated Servicing Agreement Schedule as a “Designated Servicing Agreement” (the “ Initial Receivables ”), (2) each Receivable in existence on any Business Day after the Closing Date and prior to the Receivables Sale Termination Date that arises under any Servicing Agreement that is listed on the Designated Servicing Agreement Schedule as a “Designated Servicing Agreement” (the “ Additional Receivables ”) and (3) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “ UCC ”)), together with all rights of the Depositor to enforce such Initial Receivables and Additional Receivables (collectively, “the “ Transferred Assets ”). Until the Receivables Sale Termination Date, the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Issuer, on each Business Day, each Additional Receivable (other than any Excepted Receivable) not previously transferred to the Issuer and the Issuer shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

(c) Removal of Designated Servicing Agreements and Receivables . On any date on or after the satisfaction of all conditions specified in Section 2.1(c) of the Indenture, the Depositor may remove a Designated Servicing Agreement from the Designated Servicing Agreement Schedule for purposes of this Agreement (each such Servicing Agreement so removed, a “ Removed Servicing Agreement ”). Upon the removal of a Designated Servicing Agreement from the Designated Servicing Agreement Schedule, (i) except if Ditech conducts a Permitted Refinancing, all Receivables related to Advances under such Removed Servicing Agreement previously transferred to the Issuer and Granted to the Indenture Trustee for inclusion in the Trust Estate, shall remain subject to the lien of the Indenture, in which case Ditech may not assign to another Person any Receivables arising under that Removed Servicing Agreement until all Receivables that arose under that Removed Servicing Agreement that are included in the Trust Estate shall have been paid in full or sold in a Permitted Refinancing, and (ii) all Receivables related to such Removed Servicing Agreement arising on or after the date that the related Servicing Agreement was removed from the Designated Servicing Agreement Schedule (the “ Stop Date ”) shall not be sold to the Issuer and shall not constitute Receivables.

(d) Marking of Books and Records . The Depositor shall, at its own expense, indicate in its books and records (including its computer records) that the Receivables arising under each Designated Servicing Agreement and the related Transferred Assets have been sold and/or contributed, assigned, transferred and conveyed to the Issuer in accordance with this Agreement. The Depositor shall not alter the indication referenced in this paragraph with respect to any Receivable during the term of this Agreement, (except in accordance with Section 10(b) ). If a third party, including a potential purchaser of a Receivable, should inquire as to the status of the Receivables, the Depositor shall promptly indicate to such third party that the Receivables have been sold and/or contributed, assigned, transferred and conveyed and the Depositor (except in accordance with Section 10(b) ) shall not claim any right, title or interest (including, but not limited to ownership interest) therein.

Section 3. Depositor’s Acknowledgment and Consent to Assignment.

enforce the obligations of the Depositor hereunder and thereunder, and the obligations of Ditech under the Receivables Sale Agreement. The Depositor hereby consents to such Grant by the Issuer to the Indenture Trustee pursuant to the Indenture. The Depositor acknowledges that the Indenture Trustee (on behalf of itself and the Secured Parties) shall be a third party beneficiary in respect of the representations, warranties, covenants, rights, indemnities and other benefits arising hereunder that are so Granted by the Issuer. Moreover, the Depositor hereby authorizes and appoints as its attorney-in-fact the Issuer and the Indenture Trustee, as the Issuer’s assignee, on behalf of the Issuer, to execute and deliver such documents or certificates as may be necessary in order to enforce its rights under this Agreement and its rights to collect the Aggregate Receivables.

Section 4. Representations, Warranties and Certain Covenants of Depositor.

(a) General Representations and Warranties .

performance by the Depositor of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby have each been duly authorized by the Depositor and no further limited liability company action or other actions are required to be taken by the Depositor in connection therewith.

(vii) Perfection .

(A) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Aggregate Receivables and the related Transferred Assets with respect thereto in favor of the Issuer, which security interest is prior to all other Adverse Claims (other than Permitted Liens of the type described in clause (ii) of the definition thereof), and is enforceable as such against creditors of and purchasers from the Depositor;

in the Receivables that were pledged, assigned, sold, granted or otherwise conveyed pursuant to such agreement or arrangement have been released on or prior to the sale of the related Receivables hereunder, and such Receivables that were subject to such agreement or arrangement are being sold by the Depositor to the Issuer free and clear of any Adverse Claim (other than any Permitted Lien). The Depositor has not authorized the filing of and is not aware of any financing statement filed against the Depositor covering the Aggregate Receivables and the related Transferred Assets other than those filed in connection with this Agreement and the other Transaction Documents, and those that have been terminated prior to the date hereof.

(A) of the Bankruptcy Code), (2) is, and will be, able to pay its debts as they become due, and (3) does not have unreasonably small capital for the business in which it is engaged or for any business or transaction in which it is about to engage.

(xvi) No Subsidiaries . The Depositor has no Subsidiaries other than the Issuer.

(xvii) Special Purpose Entity . The Depositor is operated as an entity separate from Ditech. In addition, the Depositor:

(B) conducts and will continue to conduct all intercompany transactions with Ditech or any Affiliate of Ditech on an arm’s‑length basis;

(F) maintains and will continue to maintain financial records which are separate from those of Ditech or any of its Affiliates;

(M) takes and shall continue to take such actions as are necessary on its part to ensure that all procedures required by its organizational documents are duly and validly taken.

(b) Survival . It is understood and agreed that the representations and warranties of the Depositor set forth in Section 4(a) shall continue throughout the term of this Agreement.

(c) It is understood and agreed that the (1) representations and warranties made by Ditech pursuant to Section 4(b) of the Receivables Sale Agreement, and the representations and warranties made by the Depositor pursuant to this Agreement, on which the Issuer is relying in accepting the Receivables and executing this Agreement and on which the Noteholders are relying in purchasing the Notes, and (2) the rights and remedies of the Depositor and its assignees under the Receivables Sale Agreement against Ditech, and the rights and remedies of the Issuer and its assignees under this Agreement against the Depositor, inure to the benefit of the Issuer and the Indenture Trustee for the benefit of the Noteholders, as the assignees of the Depositor’s rights under the Receivables Sale Agreement and the Issuer’s rights hereunder. Such representations and warranties, and the rights and remedies for the breach thereof, shall survive the sale and/or contribution, assignment, transfer and conveyance of any Receivables from the Depositor to the Issuer and its assignees and the pledge thereof by the Issuer to the Indenture Trustee for the benefit of the Noteholders and shall be fully exercisable by the Indenture Trustee for the benefit of the Noteholders.

Section 5. Remedies Upon Breach

Depositor set forth in Section 4(a) shall not be waived by the Issuer under any circumstances without the consent of the Administrative Agent, which in any case will not consent to waive such representation, warranty or covenant without the consent of the Majority Noteholders of all Outstanding Notes.

Section 6. Termination.

This Agreement (a) may not be terminated prior to the termination of the Indenture and (b) may be terminated at any time thereafter by either party upon written notice to the other party.

Section 7. General Covenants of Depositor.

The Depositor covenants and agrees that from the date of this Agreement until the termination of the Indenture:

(f) Ownership . The Depositor will take all necessary action to establish and maintain, irrevocably in the Issuer, legal and equitable title to the Aggregate Receivables and the related Transferred Assets, free and clear of any Adverse Claim (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) in all appropriate jurisdictions to perfect the Issuer’s interest in such Aggregate Receivables and related Transferred Assets and such other action to perfect, protect or more fully evidence the interest of the Issuer or the Indenture Trustee (as the Depositor’s assignee) may reasonably request).

Section 8. Grant Clause.

Section 9. Grant by Issuer.

Section 10. Protection of Indenture Trustee’s Security Interest in Trust Estate.

Section 11. Limited Recourse.

Section 12. Miscellaneous.

(a) Amendment . Except as permitted expressly by the Indenture or as otherwise set forth herein, as applicable, this Agreement may not be amended except by an instrument in writing, signed by the Depositor and the Issuer, with the written consent of the Administrative Agent and, if requested by the Administrative Agent, supported by the delivery of an Issuer Tax Opinion. In addition, so long as the Notes are outstanding, this Agreement may not be amended without, collectively (x) (i) the consent of the Majority Noteholders of all Outstanding Notes that are not Variable Funding Notes and (ii) the consent of the Series Required Noteholders for each Series of Variable Funding Notes, or (y) (i) the amendment is for a purpose for which the Indenture could be amended without any Noteholder consent pursuant to Section 12.1 thereof and (ii) the Depositor shall have delivered to the Indenture Trustee an officer’s certificate to the effect that the Depositor reasonably believes that such amendment could not have a material Adverse Effect on any Outstanding Notes and is not reasonably expected to have a material Adverse Effect at any time in the future. Any such amendment requested by the Depositor shall be at its own expense. Amendments shall require notice to Note Rating Agencies, if any, as described in Section 11(a) of the Receivables Sale Agreement.

(d) RESERVED .

(i) Indulgences; No Waivers . Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or future exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

(j) Headings Not to Affect Interpretation . The headings contained in this Agreement are for convenience of reference only, and they shall not be used in the interpretation hereof.

all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or the other Transaction Documents.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Receivables Pooling Agreement to be duly executed as of the date first above written.



	DITECH PLS ADVANCE DEPOSITOR LLC , as Depositor

	By: /s/ Cheryl A. Collins
	Name: Cheryl A. Collins
	Title: Senior Vice President and Treasurer

[Signatures continue]

[Ditech PLS Advance Trust II - Signature Page to Receivables Pooling Agreement]



	DITECH PLS ADVANCE TRUST II , as Issuer By: Wilmington Trust, National Association not in its individual capacity but solely as Owner Trustee

	By: /s/ Dorri Costello
	Name: Dorri Costello
	Title: Vice President

[Ditech PLS Advance Trust II - Signature Page to Receivables Pooling Agreement]

Schedule 1

ASSIGNMENT OF RECEIVABLES

Dated as of __________ ___, 20___

This Assignment of Receivables (this “ Assignment ”) is a schedule to and is hereby incorporated by this reference into a Receivables Pooling Agreement (the “ Agreement ”), dated as of February 9, 2018, and effective as of February 12, 2018, by and between Ditech PLS Advance Depositor LLC, a Delaware limited liability company (the “ Depositor ”), and Ditech PLS Advance Trust II, a statutory trust formed under the laws of the State of Delaware (the “ Issuer ”). All capitalized terms used herein shall have the meanings set forth in, or referred to in, the Agreement.

[Signature page follows]

DITECH PLS ADVANCE DEPOSITOR LLC

By:

Name:

Title:

DITECH PLS ADVANCE TRUST II

By: Wilmington Trust, National Association not in its individual capacity but solely as Owner Trustee

Name:

Title:

[Ditech PLS Advance Trust II - Signature Page to Schedule 1 to Receivables Pooling Agreement - Assignment of Receivables]

Attachment A to Schedule 1

DESIGNATED SERVICING AGREEMENTS RELATED TO THE AGGREGATE RECEIVABLES

[To be inserted]

Attachment A to Schedule 1-1

Exhibit 10.27.3

EXECUTION VERSION

INDENTURE

DITECH PLS ADVANCE TRUST II,

as Issuer

and

WELLS FARGO BANK, N.A.,

as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary

and

DITECH FINANCIAL LLC,

as Servicer and as Administrator,

and

CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC,
as Administrative Agent

Dated as of February 9, 2018, and effective as of February 12, 2018

____________________

DITECH PLS ADVANCE TRUST II
ADVANCE RECEIVABLES BACKED NOTES, ISSUABLE IN SERIES

TABLE OF CONTENTS

Page

Article I

Definitions and Other Provisions of General Application......................... 4


Section 1.1.	Definitions........................................................................................... 4


Section 1.2.	Interpretation...................................................................................... 41


Section 1.3.	Compliance Certificates and Opinions. ..............................................41


Section 1.4.	Form of Documents Delivered to Indenture Trustee...........................42


Section 1.5.	Acts of Noteholders.............................................................................42


Section 1.6.	Notices, etc., to Indenture Trustee, Issuer, Administrator and the

Administrative Agent..........................................................................43


Section 1.7.	Notices to Noteholders; Waiver..........................................................44


Section 1.8.	Administrative Agent..........................................................................44


Section 1.9.	Effect of Headings and Table of Contents..........................................46


Section 1.10.	Successors and Assigns.......................................................................46


Section 1.11.	Severability of Provisions...................................................................46


Section 1.12.	Benefits of Indenture..........................................................................46


Section 1.13.	Governing Law...................................................................................46


Section 1.14.	Counterparts.......................................................................................46


Section 1.15.	Submission to Jurisdiction; Waivers..................................................47


Section 1.16.	[Reserved]..........................................................................................47


Section 1.17.	Notices to S&P...................................................................................47

Article II
The Trust Estate.......................................................................................47


Section 2.1.	Contents of Trust Estate.....................................................................47


Section 2.2.	Receivable Files.................................................................................49


Section 2.3.	Indemnity Payments for Receivables Upon Breach..........................50


Section 2.4.	Duties of Custodian with Respect to the Receivables Files..............51


Section 2.5.	Application of Trust Money..............................................................51

Article III

Administration of Receivables; Reporting to Investors.........................52


Section 3.1.	Duties of the Calculation Agent.......................................................52


Section 3.2.	Reports by Administrator and Indenture Trustee.............................56


Section 3.3.	Annual Statement as to Compliance; Verification Agent Procedures

Reports.........................................60


Section 3.4.	Access to Certain Documentation and Information.........................61


Section 3.5.	Indenture Trustee to Make Reports Available................................63

Article IV

The Trust Accounts; Payments............................................................63


Section 4.1.	Trust Accounts...............................................................................63


Section 4.2.	Collections and Disbursements of Advances by Servicer.............66


Section 4.3.	Funding of Receivables.................................................................66


Section 4.4.	Interim Payment Dates..................................................................70


Section 4.4.	Interim Payment Dates..................................................................70


Section 4.5.	Payment Dates...............................................................................71


Section 4.6.	Series Reserve Account.................................................................76


Section 4.7.	Collection and Funding Account, Interest Accumulation Account, Fee

Accumulation Account, Target Amortization Principal Accumulation

Account and Sinking Fund Accounts ............................................78


Section 4.8.	Note Payment Account..................................................................79


Section 4.9.	Securities Accounts.......................................................................79


Section 4.10.	Notice of Adverse Claims.............................................................81


Section 4.11.	No Gross Up..................................................................................82


Section 4.12.	Full Amortization Period; Target Amortization Events................82

Article V

Note Forms........................................................................................83


Section 5.1.	Forms Generally..........................................................................83


Section 5.2.	Forms of Notes............................................................................83


Section 5.3.	Form of Indenture Trustee’s Certificate of Authentication.........84


Section 5.4.	Book-Entry Notes........................................................................84


Section 5.5.	Beneficial Ownership of Global Notes........................................86


Section 5.6.	Notices to Depository..................................................................86

Article VI

The Notes...........................................................................................87


Section 6.1.	General Provisions; Notes Issuable in Series; Terms of a Series or

Class Specified in an Indenture Supplement...............................87


Section 6.2.	Denominations.............................................................................89


Section 6.3.	Execution, Authentication and Delivery and Dating...................89


Section 6.4.	Temporary Notes.........................................................................90


Section 6.5.	Registration, Transfer and Exchange...........................................90


Section 6.6.	Mutilated, Destroyed, Lost and Stolen Notes..............................97


Section 6.7.	Payment of Interest; Interest Rights Preserved; Withholding

Taxes...........................................................................................98


Section 6.8.	Persons Deemed Owners............................................................98


Section 6.9.	Cancellation................................................................................98


Section 6.10	New Issuances of Notes..............................................................99

Article VII

Satisfaction and Discharge; Cancellation of Notes Held by the Issuer or

Depositor or Receivables Seller.....................................................101


Section 7.1.	Satisfaction and Discharge of Indenture..................................101


Section 7.2.	Application of Trust Money.....................................................102


Section 7.3.	Cancellation of Notes Held by the Issuer, the Depositor or the

Receivables Seller...................................................................102

Article VIII

Events of Default and Remedies...................................................102


Section 8.1.	Events of Default.....................................................................102


Section 8.2.	Acceleration of Maturity; Rescission and Annulment.............105


Section 8.3.	Collection of Indebtedness and Suits for Enforcement by Indenture

Trustee.....................................................................................106


Section 8.4.	Indenture Trustee May File Proofs of Claim...........................106


Section 8.5.	Indenture Trustee May Enforce Claims Without Possession of

Notes.......................................................................................107


Section 8.6.	Application of Money Collected.............................................107


Section 8.7.	Sale of Collateral Requires Consent of Series Required

Noteholders.............................................................................107


Section 8.8.	Noteholders Have the Right to Direct the Time, Method and Place of

Conducting Any Proceeding for Any Remedy Available to the

Indenture Trustee....................................................................107


Section 8.9.	Limitation on Suits..................................................................108


Section 8.10.	Unconditional Right of Noteholders to Receive Amounts Due with

Respect to the Notes; Limited Recourse................................108


Section 8.11.	Restoration of Rights and Remedies.......................................109


Section 8.12.	Rights and Remedies Cumulative...........................................109


Section 8.13.	Delay or Omission Not Waiver...............................................109


Section 8.14.	Control by Noteholders...........................................................109


Section 8.15.	Waiver of Past Defaults...........................................................109


Section 8.16.	Sale of Trust Estate..................................................................110


Section 8.17.	Undertaking for Costs..............................................................111


Section 8.18.	Waiver of Stay or Extension Laws..........................................111


Section 8.19.	Notice of Waivers....................................................................111

iii

Article IX

The Issuer......................................................................................111


Section 9.1.	Representations and Warranties of Issuer................................111


Section 9.2.	Liability of Issuer; Indemnities................................................115


Section 9.3.	Merger or Consolidation, or Assumption of the Obligations, of the

Issuer........................................................................................116


Section 9.4.	Issuer May Not Own Notes......................................................117


Section 9.5.	Covenants of Issuer..................................................................117

Article X

The Administrator and Servicer......................................................121

Section 10.1. Representations and Warranties of Administrator and

Servicer.....................................................................................121

Section 10.2. Covenants of Administrator and Servicer................................122

Section 10.3. Liability of the Administrator and Servicer; Indemnities........124

Section 10.4. Merger or Consolidation, or Assumption of the Obligations, of the

Administrator or the Servicer............................................................................126

Article XI

The Indenture Trustee......................................................................127


Section 11.1.	Certain Duties and Responsibilities...........................................127


Section 11.2.	Notice of Defaults......................................................................128


Section 11.3.	Certain Rights of Indenture Trustee...........................................128


Section 11.4.	Not Responsible for Recitals or Issuance of Notes....................130


Section 11.5.	[Reserved]...................................................................................131


Section 11.6.	Money Held in Trust...................................................................131


Section 11.7.	Compensation and Reimbursement, Limit on Compensation,

Reimbursement and Indemnity..................................................131


Section 11.8.	Corporate Indenture Trustee Required; Eligibility.....................132


Section 11.9.	Resignation and Removal; Appointment of Successor..............133


Section 11.10.	Acceptance of Appointment by Successor.................................134


Section 11.11.	Merger, Conversion, Consolidation or Succession to

Business.....................................................................................134


Section 11.12.	Appointment of Authenticating Agent.......................................135


Section 11.13.	Separate Indenture Trustees and Co-Trustees............................136


Section 11.14.	Representations and Covenants of the Indenture Trustee..........137


Section 11.15.	Indenture Trustee’s Application for Instructions from the

Issuer...........................................................................................138

Article XII

Amendments and Indenture Supplements.........................................138


Section 12.1.	Supplemental Indentures and Amendments Without Consent of

Noteholders...............................................................................138


Section 12.2.	Supplemental Indentures and Amendments with Consent of

Noteholders................................................................................140


Section 12.3.	Execution of Amendments.........................................................141


Section 12.4.	Effect of Amendments................................................................141


Section 12.5.	Reference in Notes to Indenture Supplements...........................141

Article XIII

Early Redemption of Notes..............................................................142


Section 13.1.	Optional Redemption.................................................................142


Section 13.2.	Notice.........................................................................................143

Article XIV

Miscellaneous..................................................................................143


Section 14.1.	No Petition.................................................................................143


Section 14.2.	No Recourse...............................................................................143


Section 14.3.	Tax Treatment............................................................................144


Section 14.4.	Alternate Payment Provisions....................................................144


Section 14.5.	Termination of Obligations.........................................................144


Section 14.6.	Final Payment.............................................................................144


Section 14.7.	Derivative Counterparty, Supplemental Credit Enhancement

Provider and Liquidity Provider as Third-Party

Beneficiaries..............................................................................145


Section 14.8.	Owner Trustee Limitation of Liability......................................145


Section 14.9.	Communications with Note Rating Agencies............................146


Section 14.10.	Acknowledgement and Consent to Bail-In of EEA Financial

Institutions.................................................................................146

SCHEDULES AND EXHIBITS


Schedule 1-A	Designated Servicing Agreement Schedule


Schedule 1-B	Securitization Trust Schedule


Schedule 1-C	List of Securitization Trusts with Calendar Month Collection Periods


Schedule 1-D	List of Securitization Trusts with Non-Calendar Month Collection Periods


Schedule 2	Wire Instructions


Exhibit A-1	Form of Global Rule 144A Note


Exhibit A-2	Form of Definitive Rule 144A Note


Exhibit A-3	Form of Global Regulation S Note


Exhibit A-4	Form of Definitive Regulation S Note


Exhibit B-1	Form of Transferee Certificate for Transfers of Notes pursuant to Rule 144A


Exhibit B-2	Form of Transferee Certificate for Transfer of Notes pursuant to Regulation S


Exhibit C	Verification Agent Procedures


Exhibit D	Form of additional transferee certification required under Section 6.5(l) and (m) of the Indenture


Exhibit E	Form of additional transferee certification required under Sections 6.5(l) and (n) of the Indenture


Exhibit F-1	Authorized Representatives of the Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary


Exhibit F-2	Authorized Representatives of the Administrator and the Servicer


Exhibit F-3	Authorized Representatives of the Administrative Agent


Exhibit F-4	Authorized Representatives of the Issuer

This INDENTURE (as amended, supplemented, restated, or otherwise modified from time to time, the “ Indenture ”), is made and entered into as of February 9, 2018, and effective as of February 12, 2018 (the “ Closing Date ”), by and among DITECH PLS ADVANCE TRUST II, a statutory trust organized under the laws of the State of Delaware (the “ Issuer ”), WELLS FARGO BANK, N.A., a national banking association, in its capacity as Indenture Trustee (the “ Indenture Trustee ”), and as Calculation Agent, Paying Agent and Securities Intermediary (in each case, as defined below), DITECH FINANCIAL LLC (formerly known as Green Tree Servicing LLC), a limited liability company organized in the State of Delaware, (“ Ditech ”), as Servicer (as defined below) and as owner of the servicing rights under the Designated Servicing Agreements and as Administrator (as defined below), and CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (“ Credit Suisse ”), a Delaware limited liability company, as Administrative Agent (as defined below).

RECITALS OF THE ISSUER

The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of its Variable Funding and Term Notes to be issued in one or more Series and/or Classes.

All things necessary to make this Indenture a valid agreement of the Issuer, in accordance with its terms, have been done.

GRANTING CLAUSE

(iv) all rights of the Issuer under any Derivative Agreement or Supplemental Credit Enhancement Agreement;

(v) all right, title and interest of the Issuer as assignee of the Depositor, the Receivables Seller and the Servicer to rights to payment on the Receivables under each related Designated Servicing Agreement on the related Sale Dates of the Receivables, and under all related documents, instruments and agreements pursuant to which the Receivables Seller acquired, or acquired an interest in, any of the Receivables;

against any such amounts and property in the Derivative Collateral Account shall be strictly in accordance with the terms set forth in such Derivative Agreement.

The Issuer hereby irrevocably constitutes and appoints the Indenture Trustee and any officer or agent thereof, effective following the occurrence and during the continuation of an Event of Default, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Issuer and in the name of the Issuer, for the purpose of carrying out the terms of this Indenture and each Indenture Supplement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Indenture, each Indenture Supplement, the Receivables Sale Agreement and the Receivables Pooling Agreement, and, without limiting the generality of the foregoing, the Issuer hereby gives the Indenture Trustee the power and right (1) to take possession of and endorse and collect any wired funds, checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable Granted by the Issuer to the Indenture Trustee the Obligors on underlying Securitization Trust Assets, the Receivables Seller or the Servicer, as the case may be, or out of the related Securitization Trusts, (2) to file any claim or proceeding in any court of law or equity or take any other action otherwise deemed appropriate by the Indenture Trustee for the purpose of collecting any and all such moneys due from the Obligors on underlying Securitization Trust Assets or the Receivables Seller or the Servicer under such Receivable or out of the related Securitization Trusts whenever payable and to enforce any other right in respect of any Receivable Granted by the Issuer or related to the Trust Estate, (3) to direct the Servicer to make payment of any and all moneys due or to become due under the Receivable Granted by the Issuer directly to the Indenture Trustee or as the Indenture Trustee shall direct, (4) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due from the Servicer at any time in respect of or arising out of any Receivable Granted by the Issuer, out of the related Securitization Trusts, (5) to sign and endorse any assignments, notices and other documents in connection with the Receivables Granted by the Issuer or the Trust Estate, and (6) to sell, transfer, pledge and make any agreement with respect to or otherwise deal with the Receivables Granted by the Issuer and the Trust Estate as fully and completely as though the Indenture Trustee were the absolute owner thereof for all purposes, and do, at the Indenture Trustee’s option and at the expense of the Issuer, at any time, or from time to time, all acts and things which the Indenture Trustee deems necessary to protect, preserve or realize upon the Receivable Granted by the Issuer or the Trust Estate and the Indenture Trustee’s and the Issuer’s respective security interests and ownership interests therein and to effect the intent of this Indenture, all as fully and effectively as the Issuer might do. Nothing contained herein shall in any way be deemed to be a grant of power or authority to the Indenture Trustee or any officer or agent thereof to take any of the actions described in this paragraph with respect to any underlying Obligor under any Securitization Trust Asset in any Securitization Trust, for which an Advance was made.

The parties hereto intend that the Security Interest Granted under this Indenture shall give the Indenture Trustee on behalf of the Secured Parties a first priority perfected security interest in, to and under the Collateral, and all other property described in this Indenture as a part of the Trust Estate and all proceeds of any of the foregoing in order to secure the obligations of the Issuer to the Indenture Trustee, the Noteholders under the Notes, and to any Derivative Counterparty, Supplemental Credit Enhancement Provider and/or any Liquidity Provider under this Indenture, the related Indenture Supplement and all of the other Transaction

Documents. The Indenture Trustee on behalf of the Secured Parties shall have all the rights, powers and privileges of a secured party under the UCC. The Issuer agrees to execute and file all filings (including filings under the UCC) and take all other actions reasonably necessary in any jurisdiction to provide third parties with notice of the Security Interest Granted pursuant to this Indenture and to perfect such Security Interest under the UCC. By their execution of and/or consent to this Indenture and/or acceptance of the Notes and other benefits hereunder, the Issuer hereby directs and the Secured Parties hereby grant the Indenture Trustee authority to enter into and deliver each Consent on behalf of such Secured Parties.

AGREEMENTS OF THE PARTIES

LIMITED RECOURSE

Article I

Definitions and Other Provisions of General Application


Section 1.1.	Definitions.

Act : When used with respect to any Noteholder, is defined in Section 1.5 .

Accumulation Account : Any of the Fee Accumulation Account, Interest Accumulation Account or Target Amortization Principal Accumulation Account, as applicable.

Accumulation Amount : Any of the Fee Accumulation Amount, Interest Accumulation Amount or Target Amortization Principal Accumulation Amount, as applicable.

Action : When used with respect to any Noteholder, is defined in Section 1.5 .

Additional Receivables : All Receivables created or acquired on or after the Closing Date which are sold and/or contributed by (i) the Receivables Seller to the Depositor pursuant to the Receivables Sale Agreement and (ii) the Depositor to the Issuer pursuant to the Receivables Pooling Agreement. Any Excepted Receivables or any Receivables (x) created at any time with respect to any Securitization Trust or a Securitization Trust Asset with respect to which Ditech no longer acts at such time as Servicer or (y) sold and/or contributed to the Depositor or the Issuer on or after a Stop Date pursuant to Section 2(c) of the Receivables Sale Agreement or Receivables Pooling Agreement shall not constitute Additional Receivables.

Administrative Agent : Credit Suisse or an Affiliate thereof or any successor thereto in respect of the Series of Notes for which it is designated as an Administrative Agent therefor in the related Indenture Supplement and, in respect of any Series, the Person(s) specified in the related Indenture Supplement. Unless the context indicates otherwise in any Indenture Supplement for such Indenture Supplement, each reference to the “ Administrative Agent ” herein or in any other Transaction Document shall be deemed to constitute a collective reference to each Person that is an Administrative Agent. If (x) any Person that is an Administrative Agent resigns as an Administrative Agent in respect of all Series for which it was designated as the Administrative Agent or (y) all of the Notes in respect of each Series for which any Person was designated as the Administrative Agent are repaid or redeemed in full, such Person shall cease to be an “Administrative Agent” for purposes hereof and each other Transaction Document.

by this Indenture, but not in duplication of any amounts specifically provided for in respect of the Indenture Trustee, the Owner Trustee, the Administrator or any VFN Noteholder.

Administrator : Ditech in its capacity as the Administrator on behalf of the Issuer and any successor to Ditech in such capacity.

Advance : Any Delinquency Advance or Protective Advance and “Advances” means all of the foregoing collectively.

Advance Rate : With respect to any Series of Notes, and for any Class within such Series, if applicable, and with respect to any Receivables related to any particular Advance Type, the percentage specified for such Advance Type as its “Advance Rate” in the Indenture Supplement for such Series.

Advance Ratio : As of any date of determination with respect to a Securitization Trust, a fraction (expressed as a percentage) the numerator of which is an amount equal to the aggregate Receivable Balance of all Receivables relating to such Securitization Trust on such date and the denominator of which is an amount equal to the aggregate outstanding principal balance of the related Securitization Trust Assets on such date.

Advance Ratio Exception Securitization Trust : Each Securitization Trust described as such on Schedule 1-B attached hereto.

Advance Receivable : Any of a Delinquency Advance Receivable or Protective Advance Receivable.

Advance Reimbursement Amount : Any amount which the Servicer or the Indenture Trustee as the Servicer’s assignee, collects on a Securitization Trust Asset, withdraws from a Custodial Account or receives from any successor servicer, to reimburse an Advance made by the Servicer with respect to a Securitization Trust pursuant to the related Designated Servicing Agreement.

Advance Type : Each of the following types of Delinquency Advances and Protective Advances: (i) Delinquency Advance Receivables, (ii) Conditional Pool Protective Advance Receivables and (iii) Non-Crossed Protective Advance Receivables.

Advance Type Allocation Percentage : For any Series on any date of determination, in respect of any Advance Type of Receivables with a non-zero Advance Rate for such Series and such Advance Type:

the Full Amortization Period for all Outstanding Series that provide a non-zero Advance Rate for Receivables of such Advance Type.

Affiliate : With respect to any specified Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such specified Person.

Aggregate Receivables : As of any date of determination, all Initial Receivables and all Additional Receivables on such date.

Applicable Law : As defined in Section 4.1 .