Exhibit 10.1

Execution Version

RESTRUCTURING SUPPORT AGREEMENT

This RESTRUCTURING SUPPORT AGREEMENT (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, and including any exhibits or schedules hereto, this “ Agreement ”), dated as of July 31, 2017, is entered into by and between:

(i) Walter Investment Management Corp. (the “ Company ”); and

(ii) each undersigned entity, in each such entity’s respective capacity as lender under, or as nominee, investment adviser, sub-adviser, or investment manager, as applicable, to certain funds, accounts, and other entities (including subsidiaries and affiliates of such funds, accounts, and entities) that is a lender (in its respective capacity as such, each, a “ Term Lender ,” and, collectively, the “ Term Lenders ” and, together with their respective successors and permitted assigns and any subsequent Term Lender that becomes party hereto in accordance with the terms hereof, each, a “ Consenting Term Lender ,” and, collectively, the “ Consenting Term Lenders ”) party to that certain Amended and Restated Credit Agreement, dated as of December 19, 2013 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof, the “ Credit Agreement ,” and the term loan facility thereunder, the “ Term Loan Facility ”), by and among the Company, as the borrower, Credit Suisse AG, as administrative agent (together with any successor administrative agent, in each case, in such capacity, the “ Administrative Agent ”), the other term lenders party thereto and the other lenders party thereto.

The Company, each Consenting Term Lender, and any subsequent Person that becomes a party hereto in accordance with the terms hereof are referred to herein as the “ Parties ” and individually as a “ Party .”

Capitalized terms used but not defined herein shall have the meanings ascribed to them, as applicable, in the restructuring term sheet attached hereto as Exhibit A (the “ Term Sheet ”), the Waiver to Amended and Restated Credit Agreement attached hereto as Exhibit B (the “ Credit Agreement Waiver ”), the Interim Amendment (as defined below), in each case including any schedules, annexes and exhibits attached thereto, and as may be modified in accordance with Section 9 hereof, or the Credit Agreement.

WHEREAS , the Parties have agreed to a restructuring of the Company and/or its capital structure (the “ Restructuring ”) that will be implemented consistent with the terms and subject to the conditions set forth herein, including in the Term Sheet, the Credit Agreement Waiver, and the Interim Amendment, each of which are the product of arm’s-length, good faith discussions between the Parties and their respective professionals. If all of the conditions to consummation of the Out-of-Court Restructuring (as defined below) are satisfied or waived (with the prior written consent of the Required Parties (as defined below)) on or prior to the Out-of-Court Outside Date (as defined below), then the Restructuring shall be consummated pursuant to the Out-of-Court Restructuring unless the Required Parties agree to consummate the Restructuring through the In-Court Restructuring. If all the conditions precedent to consummation of the Out-of-Court Restructuring other than the Minimum Participation Threshold (as defined below) are satisfied or waived (with the prior written consent of the Required Parties) on or prior to the Out-of-Court Outside Date, then the Company shall implement the In-Court Restructuring, on the terms and subject to the conditions set forth in this Agreement and the Term Sheet;

WHEREAS , as of the date hereof, the Consenting Term Lenders in the aggregate hold, or act as the nominee, investment adviser, sub-adviser, or investment manager to entities that hold, as of the date hereof, more than 50% of the aggregate outstanding principal amount of the Loans and Commitments (each as defined in the Credit Agreement); and

WHEREAS , the Parties desire to express to each other their mutual support and commitment in respect of the matters discussed in the Term Sheet and hereunder.

NOW, THEREFORE , in consideration of the premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1. Certain Definitions.

As used in this Agreement, the following terms have the following meanings:

(a) “ Alternative Transaction ” means any plan of reorganization, liquidation, or sale of all or substantially all of the Company’s assets other than the Restructuring and the Alternative Restructuring, as set forth herein;

(b) “ Assignment and Acceptance ” means a master assignment and acceptance agreement entered into by each Consenting Term Lender, as an assignor, and the Borrower, as assignee, substantially in the form of Exhibit H to the Credit Agreement (it being understood that an Assignment and Acceptance shall be entered into in respect of each of the First Open Market Purchases and the Second Open Market Purchases).

(c) “ Bankruptcy Code ” means title 11 of the United States Code, 11 U.S.C. §§ 101, et seq. , as amended from time to time.

(d) “ Bankruptcy Court ” means the United States Bankruptcy Court for the Southern District of New York having jurisdiction over the Chapter 11 Cases, 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.

(e) “ Chapter 11 Cases ” means the jointly administered cases under chapter 11 of the Bankruptcy Code to be commenced by the Company by no later than the Outside Petition Date, in the Bankruptcy Court and styled In re Walter Investment Management Corp., et. al.

(f) “ Claims ” means “claim” as defined in section 101(5) of the Bankruptcy Code, including, without limitation, any claim arising under the Credit Agreement or related to the Term Loan Facility.

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(g) “ Consent Solicitation Statement and Exchange Offering Memorandum ” means the Consent Solicitation Statement and Exchange Offering Memorandum, together with any amendments or supplements thereto, and including exhibits thereto, containing details about the Company and the securities being offered as part of the Consent Solicitation and Exchange Offer in accordance with the terms set forth on Annex C to the Term Sheet.

(h) “ Consent Solicitation and Exchange Offer ” means the solicitation of consents from Senior Noteholders with respect to certain proposed amendments to the Senior Notes Indenture and the simultaneous exchange offer for Second Lien Notes to be effected pursuant to the terms set forth on Annex C to the Term Sheet.

(i) “ Convertible Noteholders ” means the holders of Convertible Notes, in their respective capacities as such.

(j) “ Convertible Notes ” means the 4.50% convertible senior subordinated notes due 2019 issued pursuant to a Subordinated Indenture dated as of January 13, 2012 by and between the Company and Wells Fargo Bank, National Association as Trustee, and a Supplemental Indenture thereto, dated as of January 13, 2012.

(k) “ Credit Agreement Amendment ” means that certain amendment to the Credit Agreement consistent with the terms set forth in Annex A to the Term Sheet.

(l) “ Definitive Documents ” means the documents (including any related orders, agreements, instruments, schedules or exhibits) that are contemplated by the Term Sheet and that are otherwise necessary or desirable to implement, or otherwise relate to the Restructuring, the Prepackaged Plan, the Term Sheet, the Consent Solicitation and Exchange Offer and the Tender Offer, including: (i) the Prepackaged Plan; (ii) the documents to be filed in the supplement to the Prepackaged Plan (collectively, the “ Plan Supplement ”); (iii) the Credit Agreement Amendment; (iv) the definitive documentation with respect to the Term Loan Rolled Facility (collectively, the “ Term Loan Rolled Facility Documents ”); (v) the Consent Solicitation Statement and Exchange Offering Memorandum; (vi) the Tender Offer Documents; (vii) the Proxy Statement; (viii) the Disclosure Statement; (ix) any motion seeking the approval of the adequacy of the Disclosure Statement; (x) the Confirmation Order; (xi) the motion for use of cash collateral and to incur postpetition financing and any credit agreement with respect thereto (the “ Financing Motion ”); (xii) any order authorizing the Company to continue to access cash collateral and incur any postpetition financing on an interim basis or final basis (the “ Financing Orders ”); (xiii) the post-Effective Date organizational documents for the Company, shareholder-related agreements, or other related documents; (xiv) the definitive documentation with respect to the Management Incentive Plan; and (xv) the Escrow Agreement. Other than with respect to the individual grants awarded or allocated under the Management Incentive Plan, each of the Definitive Documents shall contain terms and conditions consistent in all material respects with this Agreement, the Term Sheet, the Credit Agreement Waiver, and the Interim Amendment, and shall otherwise be reasonably acceptable in all material respects to the Required Parties, including with respect to any modifications, amendments, or supplements to such Definitive Documents

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at any time during the Support Period; provided that the terms of the Prepackaged Plan with respect to the treatment of the Term Loans and the treatment of any matters with respect to the Credit Agreement will be acceptable in all material respects to the Requisite Term Lenders and the Escrow Agreement, the Credit Agreement Amendment, the Credit Rolled Facility Documents, the Financing Motion, and the Financing Orders shall be acceptable to the Requisite Term Lenders.

(m) “ Designated Voluntary Prepayment ” means, collectively, the Designated First Voluntary Prepayment and the Designated Second Voluntary Prepayment.

(n) “ Disclosure Statement ” means the Disclosure Statement relating to the Prepackaged Plan.

(o) “ Effective Date ” means the date on which the Out-of-Court Restructuring or the In-Court Restructuring, as applicable, is consummated.

(p) “ Escrow Agreement ” means Escrow Agreement, dated as of July 31, 2017, between the Company and Citibank, N.A., as escrow agent, pursuant to which the Company will transfer, as of the Support Effective Date, the Escrow Amount to such escrow agent solely for the benefit of the Consenting Term Lenders.

(q) “ Escrow Amount ” means cash in an amount equal to $100 million.

(r) “ First Open Market Buy-Back Date ” means the earlier of (i) the first Business Day after the date on which lenders holding obligations representing 100% of the aggregate principal amount of the Term Loans become Consenting Term Lenders; and (ii) August 21, 2017, unless extended by the Required Parties.

(s) “ First Open Market Purchases” means, collectively, each negotiated open market purchase of the Term Loans of each Consenting Term Lender pursuant to Section 9.04(l) of the Credit Agreement on the First Open Market Buy-Back Date pursuant to Section 4(b)(ii) hereof, in an aggregate amount equal to the Aggregate First Credit Purchase Amount; provided that if as of the date that is one Business Day before the First Open Market Buy-Back Date, lenders holding 100% of the outstanding principal amount of the Term Loans are Consenting Term Lenders, the Borrower shall make a voluntary prepayment pursuant to Section 2.12(a) of the Credit Agreement in an amount equal to the Aggregate First Credit Purchase Amount in lieu of all such First Open Market Purchases (the “ Designated First Voluntary Prepayment ”).

(t) “ In-Court Restructuring ” means the Restructuring of the Company to be consummated after the Out-of-Court Outside Date pursuant to the Prepackaged Plan in connection with the Chapter 11 Cases filed in the Bankruptcy Court, in each case, in accordance with and subject to the terms and conditions of this Agreement and the Term Sheet.

(u) “ Interim Amendment ” means that certain Amendment No. 3 to Amended and Restated Credit Agreement, the form of which is attached hereto as Exhibit C .

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(v) “ Management Incentive Plan ” means the post-Effective Date management incentive plan for certain members of the Company’s management to be adopted by the board of directors of the reorganized Company post-Effective Date.

(w) “ Minimum Participation Threshold ” means all of the following: (i) Term Lenders holding obligations representing at least 95% of the aggregate principal amount of the Term Loans outstanding under the Term Loan Facility shall have consented to the Credit Agreement Amendment; (ii) Senior Noteholders holding Senior Notes representing at least 95% of the aggregate principal amount of Senior Notes outstanding shall have validly tendered and not withdrawn such Senior Notes, and consented to the amendments to the Senior Notes Indenture, in the Consent Solicitation and Exchange Offer, consistent with the terms set forth in this Agreement; and (iii) Convertible Noteholders holding Convertible Notes representing at least 95% of the aggregate principal amount of Convertible Notes outstanding shall have (x) validly tendered and not withdrawn their Convertible Notes into the Tender Offer and (y) voted in favor of the Restructuring, in each case consistent with the terms set forth in this Agreement and the Term Sheet.

(x) “ Out-of-Court Outside Date ” means November 1, 2017, unless such date is extended by the Required Parties.

(y) “ Out-of-Court Restructuring ” means the Restructuring contemplated by the Term Sheet to be consummated on or before the Out-of-Court Outside Date if the Minimum Participation Threshold is satisfied.

(z) “ Person ” means any “person” as defined in section 101(41) of the Bankruptcy Code, including, without limitation, any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof or other entity.

(aa) “ Prepackaged Plan ” means the prepackaged chapter 11 plan of reorganization of the Company (including any annexes, supplements, exhibits, term sheets, or other attachments attached thereto, which will be consistent in all respects with the Term Sheet and this Agreement and otherwise reasonably acceptable to the Company and Requisite Term Lenders), to be implemented in the In-Court Restructuring in accordance with and subject to the terms and conditions of this Agreement, including the Term Sheet.

(bb) “ Proxy Statement ” means the proxy statement filed by the Company with the SEC with respect to the special meeting of the Company’s shareholders to approve the issuance of shares in connection with the Exchange Offer (the “ Share Issuance ”) and, if determined necessary by the Company, the amendment to the Company’s certificate of incorporation to increase the number of authorized shares of common stock (the “ Charter Amendment ”).

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(cc) “ Required Parties ” means each of (i) the Company and (ii) the Requisite Term Lenders.

(dd) “ Requisite Senior Notes Threshold ” means 66 ^2/3 % of the aggregate outstanding principal amount of the Senior Notes.

(ee) “ Requisite Term Lenders ” means, as of the date of determination, Consenting Term Lenders holding at least a majority in aggregate principal amount outstanding of the Term Loans held by the Consenting Term Lenders as of such date.

(ff) “ SEC ” means the Securities & Exchange Commission.

(gg) “ Second Lien Notes ” means the Series A Notes and Series B Notes described on Annex A to the Term Sheet.

(hh) “ Second Open Market Buy-Back Date ” means, if applicable, the first Business Day following the Senior Notes RSA Milestone Date.

(ii) “ Second Open Market Purchases” means, collectively, each negotiated open market purchase of the Term Loans of each Consenting Term Lender pursuant to Section 9.04(l) of the Credit Agreement on the Second Open Market Buy-Back Date pursuant to Section 4(b)(iii) hereof, in an aggregate amount equal to the Aggregate Second Credit Purchase Amount; provided that if as of the date that is one Business Day before the Second Open Market Buy-Back Date, lenders holding 100% of the outstanding principal amount are Consenting Term Lenders, the Borrower shall, at the direction of the Requisite Term Lenders, make a voluntary prepayment pursuant to Section 2.12(a) of the Credit Agreement in an amount equal to the Aggregate Second Credit Purchase Amount in lieu of all such Second Open Market Purchases (the “ Designated Second Voluntary Prepayment ”).

(jj) “ Senior Notes ” means the 7.875% senior notes due 2021 issued pursuant to the Senior Notes Indenture.

(kk) “ Senior Notes Indenture ” means the Indenture for the 7.875% Senior Notes due 2021 dated December 17, 2013 among the Company, the guarantors and Wilmington Savings Fund Society, FSB, a national banking association, as successor trustee.

(ll) “ Senior Noteholders ” means the holders of Senior Notes, in their respective capacities as such.

(mm) “ Senior Notes RSA Milestone Date ” means August 31, 2017, unless such date is extended by the Required Parties.

(nn) “ Securities Act ” means the Securities Act of 1933, as amended.

(oo) “ Special Meeting ” means the special meeting of the Company’s shareholders to approve the Share Issuance and the Charter Amendment.

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(pp) “ Support Effective Date ” means the date on which: (i) the counterpart signature pages to this Agreement shall have been executed and delivered by the Company and Consenting Term Lenders holding at least 50% in aggregate principal amount outstanding of the Term Loans; and (ii) the counterpart signatures to the Credit Agreement Waiver and Interim Amendment shall have been executed and delivered by the Company and the Requisite Term Lenders.

(qq) “ Support Period ” means the period commencing on the Support Effective Date and ending on the earlier of the (i) date on which this Agreement is terminated in accordance with Section 5 hereof and (ii) the Effective Date.

(rr) “ Term Loan Rolled Facility ” means that certain Credit Facility with terms consistent with the terms set forth on the Annex B to the Term Sheet.

(ss) “ Tender Offer ” means the cash Tender Offer to purchase up to $40 million aggregate principal amount of the outstanding Convertible Notes.

(tt) “ Tender Offer Documents ” means the Tender Offer Statement on Schedule TO to be filed with the SEC with respect to the Tender Offer, which shall contain or incorporate by reference an offer to purchase reflecting the terms and conditions of the Tender Offer, and other ancillary documents and instruments in respect of the Tender Offer (together with any amendments or supplements thereto, and including any exhibits thereto).

2. Term Sheet, Credit Agreement Waiver, Interim Amendment.

The Term Sheet, the Credit Agreement Waiver, and the Interim Amendment are expressly incorporated herein by reference and made part of this Agreement as if fully set forth herein. The Term Sheet, the Credit Agreement Waiver, and the Interim Amendment collectively set forth the material terms and conditions of the transactions contemplated by the Out-of-Court Restructuring and the In-Court Restructuring (including the Prepackaged Plan, if applicable) (collectively, the “ Restructuring Transactions ”); provided , however , the Term Sheet is supplemented by the terms and conditions of this Agreement. In the event of any inconsistency between the Term Sheet and this Agreement, the Term Sheet shall control.

3. Agreements of the Consenting Term Lenders.

(a) Agreement to Support . During the Support Period, subject to the terms and conditions hereof, each of the Consenting Term Lenders agrees, severally and not jointly, that it shall:

(i) use its commercially reasonable efforts to support the Restructuring and the transactions contemplated by the Term Sheet, the Credit Agreement Waiver, the Interim Amendment, and the Prepackaged Plan (if applicable), and to act in good faith and take any and all reasonable actions necessary to consummate the Restructuring and the transactions contemplated by the Term Sheet, the Credit Agreement Waiver, the Interim Amendment, and the Prepackaged Plan (if applicable), in each case, in a manner consistent with this Agreement;

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(ii) whether pursuant to the Out-of-Court Restructuring or pursuant to the Prepackaged Plan, in a timely manner, (i) execute, and irrevocably consent to, the Credit Agreement Waiver on the date of execution of this Agreement, (ii) irrevocably agree to the treatment of its Claims contemplated in the Term Sheet, in both the Out-of-Court Restructuring and, subject to section 1125 and 1126 of the Bankruptcy Code, the In-Court Restructuring pursuant to the Prepackaged Plan, (iii) negotiate in good faith with the Company regarding an alternative in-court restructuring sponsored by the Consenting Term Lenders pursuant to which such Consenting Term Lenders may agree, among other things, to convert a mutually agreeable portion of their Claims into equity of the Company as reorganized and such other terms as may be mutually agreeable to the Company and such Consenting Term Lenders (the “ Alternative Restructuring ”), which Alternative Restructuring shall be operative only if Senior Noteholders holding at least the Requisite Senior Notes Threshold have not executed a restructuring support agreement to support the Restructuring with terms consistent with this Agreement by the Senior Notes RSA Milestone Date, and (iv) negotiate in good faith with the Company the forms of the Definitive Documents (to the extent such Consenting Term Lender is a party thereto) and execute the Definitive Documents, and execute and deliver such documents as may be reasonably requested by the Company to evidence such consent;

(iii) refrain from initiating (or directing or encouraging the Administrative Agent or any other party to initiate) any actions, including legal proceedings, that are inconsistent with, or that would delay, prevent, frustrate or impede the approval, confirmation or consummation, as applicable, of the Restructuring;

(iv) timely vote (pursuant to the Prepackaged Plan) or cause to be voted its Claims to accept the Prepackaged Plan by delivering its duly executed and completed ballot or ballots, as applicable, accepting the Prepackaged Plan on a timely basis following commencement of the solicitation of acceptances of the Prepackaged Plan in accordance with sections 1125(g) and 1126 of the Bankruptcy Code;

(v) not change or withdraw such vote (or cause or direct such vote to be changed or withdrawn); provided , however , that such vote shall, without any further action by the applicable Consenting Term Lender, be deemed automatically revoked (and, upon such revocation, deemed void ab initio ) by the applicable Consenting Term Lender at any time following the expiration of the Support Period;

(vi) not directly or indirectly, through any Person, seek, solicit, propose, support, assist, engage in negotiations in connection with or participate in the formulation, preparation, filing or prosecution of, any plan, plan proposal, restructuring proposal, offer of dissolution, winding up, liquidation, sale or disposition, reorganization, merger or restructuring of the Company under any bankruptcy, insolvency or similar laws other than the Restructuring, or take any other action that is inconsistent with or that would reasonably be expected to prevent, interfere with, delay or impede the solicitation of votes on the Restructuring, Prepackaged Plan and Disclosure Statement, and the confirmation and consummation of the Prepackaged Plan and the Restructuring;

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(vii) use its commercially reasonable efforts to support and take all actions as are reasonably necessary and appropriate to obtain any and all required regulatory and/or third-party approvals to consummate the Transactions;

(viii) consummate the Out-of-Court Restructuring if the Minimum Participation Threshold and the other conditions to effectiveness have been satisfied unless the Required Parties agree to consummate the Restructuring through the In-Court Restructuring; and

(ix) support and take all reasonable actions necessary or reasonably requested by the Company to facilitate the solicitation of votes on the Prepackaged Plan by the Company, approval of the Prepackaged Plan and Disclosure Statement, and confirmation and consummation of the Prepackaged Plan and the Restructuring.

(b) Transfers . Each Consenting Term Lender agrees that, for the duration of the Support Period, such Consenting Term Lender shall not sell, transfer, loan, issue, participate, pledge, hypothecate, assign or otherwise dispose of (other than ordinary course pledges and/or swaps) (each, a “ Transfer ”), directly or indirectly, in whole or in part, any of its Claims, or any option thereon or any right or interest therein or any other claims against the Company, unless the transferee thereof either (A) is a Consenting Term Lender (with respect to a transfer by a Consenting Term Lender) or (B) prior to such Transfer, agrees in writing for the benefit of the Parties to become a Consenting Term Lender and to be bound by all of the terms of this Agreement applicable to Consenting Term Lenders (including with respect to any and all Claims it already may hold against or in the Company prior to such Transfer) by executing a joinder agreement, a form of which is attached hereto as Exhibit D (a “ Joinder Agreement ”), and delivering an executed copy thereof within two (2) business days of such execution, to (i) Weil, Gotshal and Manges LLP (“ Weil ”), as counsel to the Company, and (ii) Kirkland & Ellis LLP, as counsel to an ad hoc group of Consenting Term Lenders (“ Kirkland ”), in which event (x) the transferee (including the Consenting Term Lender) shall be deemed to be a Consenting Term Lender hereunder to the extent of such transferred Claims and (y) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred Claims. Each Consenting Term Lender agrees that any Transfer of any Claim that does not comply with the terms and procedures set forth herein shall be deemed void ab initio , and the Company and each other Consenting Term Lender shall have the right to enforce the voiding of such Transfer.

(c) Additional Claims . To the extent any Consenting Term Lender (i) acquires additional Claims, (ii) holds or acquires any other claims against the Company entitled to vote on the Prepackaged Plan, or (iii) holds or acquires any equity interests in the Company entitled to vote on the Prepackaged Plan, then, in each case, each such Consenting Term Lender shall promptly notify Weil and Kirkland, and each such Consenting Term Lender agrees that such Claims shall be subject to this Agreement,

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and agrees that, for the duration of the Support Period and subject to the terms of this Agreement, it shall vote in favor of the Prepackaged Plan and exchange in the out-of-court Restructuring (or cause to be voted and exchanged) any such additional Claims entitled to vote on the Prepackaged Plan (in each case, to the extent still held by it or on its behalf at the time of such vote) and exchange in the out-of-court Restructuring, in each case, in a manner consistent with Section 3(a) hereof. For the avoidance of any doubt, any obligation to vote for the Prepackaged Plan or any other plan of reorganization shall be subject to sections 1125(g) and 1126 of the Bankruptcy Code.

(d) Preservation of Rights . Notwithstanding the foregoing, nothing in this Agreement or the Term Sheet, and neither a vote to accept the Prepackaged Plan by any Consenting Term Lender, nor the acceptance of the Prepackaged Plan by any Consenting Term Lender, shall: (A) be construed to limit consent and approval rights provided in this Agreement and the Definitive Documentation; (B) be construed to prohibit any Consenting Term Lender from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement, or exercising rights or remedies specifically reserved herein; (C) be construed to prohibit any Consenting Term Lender from appearing as a party-in-interest in any matter to be adjudicated in the Chapter 11 Cases, so long as such appearance and the positions advocated in connection therewith are not inconsistent with this Agreement and are not for the purpose of (or could not reasonably be expected to) hindering, delaying, or preventing the consummation of the transactions contemplated in, subject to the terms and conditions of, consummation of the Restructuring; or (D) impair or waive the rights of any Consenting Term Lender to assert or raise any objection expressly permitted under this Agreement in connection with any hearing in the Bankruptcy Court, including, without limitation, any hearing on confirmation of the Prepackaged Plan.

(e) Negative Covenants . The Consenting Term Lenders agree that, for the duration of the Support Period, each Consenting Term Lender shall not take any action inconsistent with, or omit to take any action required by the Credit Agreement, except to the extent that any such action or inaction is expressly contemplated or permitted by this Agreement, the Prepackaged Plan (if applicable), or any of the other Definitive Documents.

4. Agreements of the Company.

(a) Covenants . The Company agrees that, for the duration of the Support Period, the Company shall, and shall cause each of its subsidiaries included in the definition of Company, to:

(i) (A) support and use commercially reasonable efforts to consummate the Restructuring, including, without limitation, (1) negotiate a restructuring support agreement to support the Restructuring with Senior Noteholders holding at least the Requisite Senior Notes Threshold, (2) if the Minimum Participation Threshold has not been satisfied or waived (as determined in good faith by the Company and the Requisite Term Lenders) by the Out-of-Court Outside Date, but the Support Effective Date has occurred and the holders of at least 66 ^2/3 % of the outstanding amount of the

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Term Loans and the holders of at least the Requisite Senior Notes Threshold have submitted ballots in support of the Prepackaged Plan, (x) commence the Chapter 11 Cases on or before November 6, 2017 (the “ Outside Petition Date ,” and the actual commencement date, the “ Petition Date ”) and complete and file, within the timeframes contemplated herein, the Prepackaged Plan, the Disclosure Statement, and the other Definitive Documents, and (y) use commercially reasonable efforts to obtain orders of the Bankruptcy Court approving the Disclosure Statement and confirming the Prepackaged Plan within the timeframes contemplated by this Agreement; (B) use commercially reasonable efforts to obtain any and all required regulatory approvals for the Restructuring embodied in the Definitive Documents, including the Prepackaged Plan, if any; (C) not take any action that is inconsistent with, or is intended or is reasonably likely to interfere consummation of the Prepackaged Plan and the Restructuring, in the case of each of clauses (A) through (C) to the extent consistent with, upon the advice of counsel, the fiduciary duties of the boards of directors, managers, members or partners, as applicable, of each Company;

(ii) if the Company receives an unsolicited bona fide unsolicited proposal or expression of interest in undertaking an Alternative Transaction that the board of directors of the Company, determines in its good-faith judgment provides a higher or better economic recovery to the Company’s stakeholders than that set forth in this Agreement and such Alternative Transaction is from a proponent that the board of directors of the Company has reasonably determined is capable of timely consummating such Alternative Transaction, the Company will within 48 hours of the receipt of such proposal or expression of interest, notify counsel to the Requisite Term Lenders of the receipt thereof, with such notice to include the material terms thereof, including the identity of the Person or group of Persons involved;

(iii) consummate the Out-of-Court Restructuring if the Minimum Participation Threshold and the other conditions to effectiveness have been satisfied unless the Required Parties agree to consummate the Restructuring through the In-Court Restructuring;

(iv) provide draft copies of all material motions or applications and other documents (including all “first day” and “second day” motions and orders, the Prepackaged Plan, the Disclosure Statement, ballots and other solicitation materials in respect of the Prepackaged Plan and any proposed amended version of the Prepackaged Plan or the Disclosure Statement, and a proposed confirmation order) the Company intends to file with the Bankruptcy Court to the Kirkland, if reasonably practical, at least three (3) business days prior to the date when the Company intends to file any such pleading or other document (provided that if delivery of such motions, orders or materials (other than the Prepackaged Plan, the Disclosure Statement, a confirmation order or adequate protection order) at least three (3) business days in advance is not reasonably practicable, such motion, order or material shall be delivered as soon as reasonably practicable prior to filing) and shall consult in good faith with such counsel regarding the form and substance of any such proposed filing with the Bankruptcy Court;

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(v) if the In-Court Restructuring is to be consummated, file such “first day” motions and pleadings reasonably determined by the Company, in form and substance reasonably acceptable to the Requisite Term Lenders, to be necessary, and to seek interim and final (to the extent necessary) orders, in form and substance reasonably acceptable to the Company and the Requisite Term Lenders, from the Bankruptcy Court approving the relief requested in such “first day” motions;

(vi) subject to appropriate confidentiality arrangements, provide to the Consenting Term Lenders’ professionals, upon reasonable advance notice to the Company; (A) reasonable access (without any material disruption to the conduct of the Company’s business) during normal business hours to the Company’s books, records, and facilities; (B) reasonable access to the respective management and advisors of the Company for the purposes of evaluating the Company’s finances and operations and participating in the planning process with respect to the Restructuring; and (C) prompt access to any information provided to any existing or prospective financing sources (including lenders under any debtor-in-possession and/or exit financing);

(vii) use its commercially reasonable efforts to support and take all actions as are reasonably necessary and appropriate to obtain any and all required regulatory and/or third-party approvals to consummate the Transactions;

(viii) promptly pay all reasonable and documented fees and expenses of Kirkland, FTI Consulting Inc. (“ FTI ”), and the Administrative Agent in connection with the subject matter of this Agreement and the Restructuring;

(ix) subject to applicable laws, use commercially reasonable efforts to, consistent with the pursuit and consummation of the Restructuring and the transactions contemplated thereby, preserve intact in all material respects the current business operations of the Company and its subsidiaries;

(x) provide prompt written notice to the Requisite Term Lenders between the date hereof and the Effective Date of (A) receipt of any written notice from any third party alleging that the consent of such party is or may be required in connection with the transactions contemplated by the Restructuring, (B) receipt of any written notice from any governmental body in connection with this Agreement or the transactions contemplated by the Restructuring, and (C) receipt of any written notice of any proceeding commenced, or, to the actual knowledge of the Company, threatened against the Company, relating to or involving or otherwise affecting in any material respect the transactions contemplated by the Restructuring;

(xi) unless otherwise agreed by the Company and the applicable firm, on the date that is at least one (1) calendar day prior to the Petition Date, pay to (A) Kirkland, (B) one firm acting as local counsel for Kirkland, (C) FTI, and (D) the Administrative Agent, in each case, all reasonable and documented fees and expenses accrued but unpaid as of such date, whether or not such fees and expenses are then due, outstanding, or otherwise payable in connection with this matter;

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(xii) negotiate in good faith with the Consenting Term Lenders on terms for an Alternative Restructuring, which Alternative Restructuring shall be operative only if Senior Noteholders holding at least the Requisite Senior Notes Threshold have not executed a restructuring support agreement to support the Restructuring with terms consistent with this Agreement by August 31, 2017, or such later date as the Required Parties may agree; and

(xiii) (A) transfer the Escrow Amount to the escrow account contemplated by the Escrow Agreement on or before the Support Effective Date, and (B) take any steps reasonably requested by the Consenting Term Lenders to cause the Escrow Amount or any portion thereof to the Consenting Term Lenders in a manner consistent with this Agreement, and to not take any action that is inconsistent with or that would reasonably be expected to prevent, interfere with, delay or impede the distribution of the Escrow Amount to any Consenting Term Lender.

(b) Escrow Matters .

(i) Escrow Agreement . As of the Support Effective Date, the Company and the Consenting Term Lenders agree that the Escrow Amount will be used solely for the benefit of the Consenting Term Lenders through the First Open Market Purchase and, if applicable, the Second Open Market Purchase (or, to the extent provided in the definitions of First Open Market Purchases and Second Open Market Purchases, Designated Voluntary Prepayments in lieu of such First Open Market Purchases and/or Second Open Market Purchases); provided , that in the event that the Borrower has elected to make any Designated Voluntary Prepayment, then the Escrow Amount shall instead be transferred to the Administrative Agent by the Escrow Agent on behalf of the Borrower for application as a voluntary prepayment applied pursuant to Section 2.12(a) to the Credit Agreement, with such prepayment to be applied to the Term Loans in direct order of maturity. Promptly following the Support Effective Date (and in any event within 5 business days), each Consenting Term Lender as of the Support Effective Date and the Borrower agree to deliver an Assignment and Acceptance in respect of each of the First Open Market Purchase and the Second Open Market Purchase to Kirkland to be held in escrow pending release on the First Open Market Buy-Back Date or the Second Open Market Buy-Back Date, respectively (except to the extent the Borrower elects to make the applicable Designated Voluntary Prepayment as provided herein). Each Term Lender that becomes a Consenting Lender after the Support Effective Date shall deliver a counterpart to the Assignment and Acceptances delivered as provided in the preceding sentence.

(ii) First Open Market Buy-Back . The Company and the Consenting Term Lenders hereby agree that as of the First Open Market Buy-Back Date, the Company will purchase pursuant to the applicable Assignment and Acceptance, without any further action by the Company at par (such amount, the “ First Loan Purchase Consideration ”) the Term Loans of such Consenting Term Lenders, in an amount equal to $75 million (the “ Aggregate First Credit Purchase Amount ”) divided by the Term Loans held by all Consenting Term Lenders as of the date that is one Business Day before the First Open Market Buy-Back Date, as determined by Kirkland (as to each

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individual Consenting Term Lender, its respective “ First Credit Purchase Amount ”). Such First Open Market Purchases shall be governed by Section 9.04 of the Credit Agreement (as amended by the Interim Amendment); it being understood and agreed that (A) the aggregate First Loan Purchase Consideration will be released by the escrow agent from the Escrow Account at the direction of the individuals identified in Exhibit A-1 to the to the Escrow Agreement on the First Open Market Purchase Date, (B) each such assignment shall become effective on the First Open Market Purchase Date without any further action by or approval of the Company after the date hereof, and (C) upon receipt of the First Loan Purchase Consideration by the Consenting Term Lenders, the Consenting Term Lenders shall (or shall cause their representatives to) deliver the applicable Assignment and Acceptance to the Administrative Agent for recordation in the Register, and the Consenting Term Lenders will take any reasonable actions that the Requisite Term Lenders determine are reasonably necessary to effectuate the foregoing; provided that each Consenting Term Lender agrees that in the event the Borrower elects to make the Designated First Voluntary Prepayment, no such assignment shall be effective, it shall not deliver (or cause to be delivered) such Assignment and Acceptance to the Administrative Agent and the applicable Assignment and Acceptance shall be of no further force or effect.

(iii) Second Open Market Buy-Back . The Company and the Consenting Term Lenders hereby agree that, unless the Escrow Amount is distributed in connection with distributions to Consenting Term Lenders on the First Open Market Buy-Back Date as set forth in clause (ii) above, then, as of the Second Open Market Buy-Back Date, the Company will purchase pursuant to the applicable Assignment and Acceptance, without any further action by the Company at par (such amount, the “ Second Loan Purchase Consideration ”) the Term Loans of such Consenting Term Lenders in an amount equal to $25 million (the “ Aggregate Second Credit Purchase Amount ”) divided by the Term Loans held by all Consenting Term Lenders as of the date that is one Business Day before the Second Open Market Buy-Back Date, as determined by Kirkland (as to each individual Consenting Term Lender, its respective “ Second Credit Purchase Amount ”). Such Second Open Market Purchases shall be governed by Section 9.04 of the Credit Agreement (as amended by the Interim Amendment); it being understood and agreed that (A) the aggregate Second Loan Purchase Consideration will be released by the escrow agent from the Escrow Account at the direction of the individuals identified in Exhibit A-1 to the to the Escrow Agreement on the Second Open Market Purchase Date, (B) notwithstanding anything to the contrary in the Credit Agreement, each such assignment shall become effective on the Second Open Market Purchase Date without any further action by or approval of the Company after the date hereof, and (C) upon receipt of the Second Loan Purchase Consideration by the Consenting Term Lenders, the Consenting Term Lenders shall (or shall cause their representatives to) deliver the applicable Assignment and Acceptance to the Administrative Agent for recordation in the Register, and the Consenting Term Lenders will take any reasonable actions that the Requisite Term Lenders determine are reasonably necessary to effectuate the foregoing.

(c) Automatic Stay . The Company acknowledges and agrees and shall not dispute that after the commencement of the Chapter 11 Cases, the giving of notice of

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termination by any Party pursuant to this Agreement shall not be a violation of the automatic stay of section 362 of the Bankruptcy Code (and the Company hereby waives, to the greatest extent possible, the applicability of the automatic stay to the giving of such notice); provided that nothing herein shall prejudice any Party’s rights to argue that the giving of notice of default or termination was not proper under the terms of this Agreement.

(d) Negative Covenants . The Company agrees that, for the duration of the Support Period, the Company shall not take any action inconsistent with, or omit to take any action required by the Credit Agreement, except to the extent that any such action or inaction is expressly contemplated or permitted by this Agreement, the Prepackaged Plan (if applicable), or any of the other Definitive Documents.

5. Termination of Agreement.

(a) This Agreement shall terminate upon the receipt of written notice to the other Parties, delivered in accordance with Section 19 hereof, from the Requisite Term Lenders at any time after and during the continuance of any Lender Termination Event.

(b) A “ Lender Termination Event ” shall mean any of the following:

(i) the breach by the Company of (a) any covenant contained in this Agreement or (b) any other obligations of the Company set forth in this Agreement, in each case, in any material respect and, in either respect, such breach remains uncured for a period of five (5) business days following the Company’s receipt of written notice pursuant to Sections 5(a) and 19 hereto (as applicable);

(ii) any representation or warranty in this Agreement made by the Company shall have been untrue in any material respect when made or shall have become untrue in any material respect, and such breach remains uncured for a period of five (5) business days following the Company’s receipt of notice pursuant to Sections 5(a) and 19 hereto (as applicable);

(iii) any material term or condition of any of the Definitive Documents that are filed with the Bankruptcy Court, or any related order entered by the Bankruptcy Court, shall be (whether due to an order of the Bankruptcy Court or otherwise) materially different and materially adverse to the Consenting Term Lenders than as contemplated by the Term Sheet, or otherwise not in form and substance reasonably acceptable to the Consenting Term Lenders, and such event remains unremedied for a period of ten (10) business days following the Company’s receipt of notice pursuant to Sections 5(a) and 19 hereto (as applicable);

(iv) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling, judgment or order enjoining the consummation of or rendering illegal the Prepackaged Plan or the Restructuring, and either (A) such ruling, judgment or order has been issued at the request of or with the acquiescence of the Company, or (B) in all other circumstances, such ruling, judgment or order has not been not stayed, reversed or vacated within fifteen (15) calendar days after such issuance;

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(v) on August 31, 2017, if Senior Noteholders holding at least the Requisite Senior Notes Threshold shall not have executed a restructuring support agreement in support of the Restructuring consistent with this Agreement and otherwise acceptable to the Required Parties;

(vi) on the Out-of-Court Outside Date, if the Minimum Participation Threshold shall not have been satisfied or waived (with the prior written consent of the Required Parties) and Senior Noteholders holding at least the Requisite Senior Notes Threshold shall not have voted in favor of the Prepackaged Plan;

(vii) the Company shall not have filed the Proxy Statement (to the extent the Company determines that it is necessary to hold the Special Meeting to effect the Out-of-Court Restructuring) and commenced the Consent Solicitation and Exchange Offer, the Tender Offer and solicitation of the Prepackaged Plan on or before October 1, 2017;

(viii) if the Minimum Participation Threshold has been satisfied and the Effective Date for the Out-of-Court Restructuring shall not have occurred on or before the Out-of-Court Outside Date unless the Required Parties agree to consummate the Restructuring through the In-Court Restructuring;

(ix) if the Required Parties determine to effect the Restructuring through the In-Court Restructuring and the Effective Date shall not have occurred on or before January 15, 2018;

(x) the Bankruptcy Court enters an order that is not stayed (A) directing the appointment of an examiner with expanded powers or a trustee in any of the Chapter 11 Cases, (B) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (C) dismissing any of the Chapter 11 Cases, or (D) invaliding, disallowing, subordinating, or limiting the enforceability, priority, or validity of any of the obligations or claims arising under or related to the Credit Agreement;

(xi) the Company (unless the Company is acting at the direction or instruction of the Requisite Term Lenders any of their respective employees, agents, or representatives) files or supports (or fails to timely object to) another party in filing (A) a motion or pleading challenging the amount, validity, or priority of any of the obligations or claims arising under or related to the Credit Agreement, or (B) an Alternative Transaction;

(xii) the commencement of an involuntary bankruptcy case against the Company under the Bankruptcy Code, if such involuntary case is not dismissed within sixty (60) calendar days after the filing thereof, or if a court order grants the relief sought in such involuntary case;

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(xiii) if the Company (A) withdraws the Prepackaged Plan, (B) publicly announces its intention not to support the Restructuring or, if applicable, the Prepackaged Plan, (C) files a motion with the Bankruptcy Court seeking the approval of an Alternative Transaction, or (D) agrees to pursue (including, for the avoidance of doubt, as may be evidenced by a term sheet, letter of intent, or similar document) or publicly announces its intent to pursue an Alternative Transaction; or

(xiv) the Bankruptcy Court enters an order modifying or terminating the Company’s exclusive right to file and/or solicit acceptances of a plan of reorganization (including the Prepackaged Plan).

Notwithstanding anything herein to the contrary, the dates set forth in clauses (vi) , (vii) , ( viii ) and (ix)  of this Section 5(b) shall be automatically extended by (A) the number of days the Tender Offer may be required to be extended as a result of comments made by the SEC with respect to the Tender Offer Documents filed with the SEC in respect of the Tender Offer and/or (B) the number of days necessary to address any comments made by the SEC in respect of the Proxy Statement (to the extent the Company determines that it is necessary to hold the Special Meeting to effect the Out-of-Court Restructuring).

(c) A “ Company Termination Event ” shall mean any of the following:

(i) the breach in any material respect by one or more of the Consenting Term Lenders, of any of the undertakings, representations, warranties, or covenants of the Consenting Term Lenders set forth herein in any material respect which remains uncured for a period of five (5) business days after the receipt of written notice of such breach pursuant to Section 5(a) and 19 hereof (as applicable), but only if the non-breaching Consenting Term Lenders own less than 66 ^2/3 % of the Claims;

(ii) the board of directors, managers, members or partners, as applicable, of a Company reasonably determines in good faith based upon the advice of outside counsel that continued performance under this Agreement would be inconsistent with the exercise of its fiduciary duties under applicable law; provided , that the Company provides notice of such determination to the Consenting Term Lenders within five (5) business days after the date thereof;

(iii) the Company shall not have obtained votes accepting the Prepackaged Plan from holders of the Term Loans sufficient to satisfy the conditions for acceptance set forth in section 1126(c) of the Bankruptcy Code on or before the voting deadline set forth in the solicitation materials distributed in connection with the Prepackaged Plan;

(iv) on August 31, 2017, if Senior Noteholders holding at least the Requisite Senior Notes Threshold shall not have executed a restructuring support agreement in support of the Restructuring consistent with this Agreement and otherwise acceptable to the Required Parties;

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(v) on the Out-of-Court Outside Date, if the Minimum Participation Threshold shall not have been satisfied or waived (with the prior written consent of the Required Parties) and Senior Noteholders holding at least the Requisite Senior Notes Threshold shall not have voted in favor of the Prepackaged Plan;

(vi) if the Minimum Participation Threshold has been satisfied and the Effective Date for the Out-of-Court Restructuring shall not have occurred on or before the Out-of-Court Outside Date unless the Required Parties agree to consummate the Restructuring through the In-Court Restructuring;

(vii) if the Required Parties determine to effect the Restructuring through the In-Court Restructuring and the Effective Date shall not have occurred on or before January 15, 2018; or

(viii) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling, judgment or order enjoining the consummation of or rendering illegal the Prepackaged Plan or the Restructuring, and such ruling, judgment or order has not been not stayed, reversed or vacated within fifteen (15) calendar days after such issuance.

(d) Mutual Termination . This Agreement may be terminated by mutual agreement of the Company and the Requisite Term Lenders upon the receipt of written notice delivered in accordance with Section 19 hereof.

(e) Automatic Termination . This Agreement shall terminate automatically, without any further action required by any Party, upon the occurrence of the Effective Date.

(f) Effect of Termination . Upon the termination of this Agreement in accordance with this Section 5 , and except as provided in Section 13 hereof, this Agreement shall forthwith become void and of no further force or effect and each Party shall, except as provided otherwise in this Agreement, be immediately released from its liabilities, obligations, commitments, undertakings and agreements under or related to this Agreement and shall have all the rights and remedies that it would have had and shall be entitled to take all actions, whether with respect to the Restructuring or otherwise, that it would have been entitled to take had it not entered into this Agreement, including all rights and remedies available to it under applicable law, the Credit Agreement and any ancillary documents or agreements thereto; provided , however , that in no event shall any such termination relieve a Party from liability for its breach or non-performance of its obligations hereunder prior to the date of such termination. Upon any such termination of this Agreement, each vote or any consents given by any Consenting Term Lender prior to such termination shall be deemed, for all purposes, to be null and void ab initio and shall not be considered or otherwise used in any manner by the Parties in connection with the Restructuring and this Agreement, in each case, without further confirmation or other action by such Consenting Term Lender. If this Agreement has been terminated as to any Consenting Term Lender in accordance with Section 5 hereto at a time when permission of the Bankruptcy Court shall be required for a Consenting Term Lender to change or

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withdraw (or cause to change or withdraw) its vote to accept the Prepackaged Plan, the Company shall support and not oppose any attempt by such Consenting Term Lender to change or withdraw (or cause to change or withdraw) such vote at such time, subject to all remedies available to the Company at law, equity, or otherwise, including those remedies set forth in Section 12 hereof. The Consenting Term Lender shall have no liability to the Company or to each other in respect of any termination of this Agreement in accordance with the terms of this Section 5 and Section 19 hereof.

(g) If the Restructuring Transactions are not consummated following the date of termination of this Agreement, nothing herein shall be construed as a waiver by any Party of any or all of such Party’s rights and the Parties expressly reserve any and all of their respective rights. Pursuant to Federal Rule of Evidence 408 and any other applicable rules of evidence, this Agreement and all negotiations relating hereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce its terms.

6. Definitive Documents; Good Faith Cooperation; Further Assurances.

Subject to the terms and conditions described herein, during the Support Period, each Party, severally and not jointly, hereby covenants and agrees to reasonably cooperate with each other in good faith in connection with, and shall exercise commercially reasonable efforts with respect to the pursuit, approval, implementation, and consummation of the Prepackaged Plan and the Restructuring, as well as the negotiation, drafting, execution (to the extent such Party is a party thereto), and delivery of the Definitive Documents. Furthermore, subject to the terms and conditions hereof, each of the Parties shall take such action as may be reasonably necessary or reasonably requested by the other Parties to carry out the purposes and intent of this Agreement, including making and filing any required regulatory filings and voting any claims against or securities of the Company in favor of the Restructuring, and shall refrain from taking any action that would frustrate the purposes and intent of this Agreement; provided that no Consenting Term Lender shall be required to incur any material cost, expense, or liability in connection therewith.

7. Representations and Warranties.

(a) Each Party, severally and not jointly, represents and warrants to the other Parties that the following statements are true, correct and complete as of the date hereof (or as of the date a Consenting Term Lender becomes a party hereto):

(i) such Party is validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and has all requisite corporate, partnership, limited liability company or similar authority to enter into this Agreement and carry out the transactions contemplated hereby and perform its obligations contemplated hereunder; and the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder have been duly authorized by all necessary corporate, limited liability company, partnership or other similar action on its part;

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(ii) the execution, delivery and performance by such Party of this Agreement does not and will not (A) violate any material provision of law, rule or regulation applicable to it or any of its subsidiaries or its charter or bylaws (or other similar governing documents) or those of any of its subsidiaries, or (B) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it or any of its subsidiaries is a party;

(iii) the execution, delivery and performance by such Party of this Agreement does not and will not require any material registration or filing with, consent or approval of, or notice to, or other action, with or by, any federal, state or governmental authority or regulatory body, except such filings as may be necessary and/or required by the SEC; and

(iv) this Agreement is the legally valid and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability or a ruling of the Bankruptcy Court.

(b) Each Consenting Term Lender severally (and not jointly), represents and warrants to the Company that, as of the date hereof (or as of the date such Consenting Term Lender becomes a party hereto), such Consenting Term Lender (i) is the beneficial owner of the aggregate principal amount of Term Loans set forth below its name on the signature page hereof (or below its name on the signature page of a Joinder Agreement for any Consenting Term Lender that becomes a party hereto after the date hereof) and does not beneficially own any other Term Loans, and/or (ii) has, with respect to the beneficial owners of such Term Loans, (A) sole investment or voting discretion with respect to such Term Loans, (B) full power and authority to vote on and consent to matters concerning such Term Loans or to exchange, assign and transfer such Term Loans, and (C) full power and authority to bind or act on the behalf of, such beneficial owners.

(c) Each Consenting Term Lender severally (and not jointly) makes the representations and warranties set forth in Section 21(c) hereof, in each case, to the other Parties.

8. Disclosure; Publicity.

(a) Subject to the provisions set forth in Section 8(b) hereof, the Company shall disseminate a Current Report on Form 8-K or a press release disclosing the existence of this Agreement and the terms hereof and of the Term Sheet (including any schedules and exhibits thereto that are filed with the Bankruptcy Court on the Petition Date) with such redactions as may be reasonably requested by Kirkland to maintain the confidentiality of the items identified in Section 8(b) hereof, except as otherwise required by law. In the event that the Company fails to make the foregoing disclosures in compliance with the terms specified herein, any such Consenting Term Lender may publicly disclose the foregoing, including, without limitation, this Agreement and all of

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its exhibits and schedules (subject to the redactions called for by Section 8 hereof), and the Company hereby waives any claims against the Consenting Term Lenders arising as a result of such disclosure by a Consenting Term Lender in compliance with this Agreement.

(b) The Company shall submit drafts to Kirkland of any press releases, public documents and any and all filings with the SEC that constitute disclosure of the existence or terms of this Agreement or any amendment to the terms of this Agreement at least one (1) business day prior to making any such disclosure. Except as required by applicable law or otherwise permitted under the terms of any other agreement between the Company and any Consenting Term Lender, no Party or its advisors shall disclose to any person (including, for the avoidance of doubt, any other Consenting Term Lender), other than advisors to the Company, the principal amount of the Term Loans held by the Consenting Term Lender, without such Consenting Term Lender’s prior written consent; provided , however , that (i) if such disclosure is required by law, subpoena, or other legal process or regulation, the disclosing Party shall afford the relevant Consenting Term Lender a reasonable opportunity to review and comment in advance of such disclosure and shall take all reasonable measures to limit such disclosure (the expense of which, if any, shall be borne by the relevant Consenting Term Lender) and (ii) the foregoing shall not prohibit the disclosure of the aggregate percentage or aggregate outstanding principal amount of the Term Loans held by all the Consenting Term Lenders collectively. Notwithstanding the provisions in this Section 8 , any Party may disclose, to the extent consented to in writing by a Consenting Term Lender, such Consenting Term Lender’s individual holdings).

9. Amendments and Waivers.

This Agreement, including any exhibits or schedules hereto, may not be waived, modified, amended or supplemented except with the written consent of the Company and the Requisite Term Lenders; provided , however , that any waiver, modification, amendment or supplement to this Section 9 shall require the written consent of all of the Parties; provided , further , that any modification, amendment or change to the definition of Requisite Term Lenders shall require the written consent of each Consenting Term Lender; provided , further , that any change, modification or amendment to this Agreement, the Term Sheet or the Prepackaged Plan that treats or affects any Consenting Term Lender in a manner that is disproportionately adverse, on an economic or non-economic basis, to the manner in which any of the other Consenting Term Lenders are treated (after taking into account each of the Consenting Term Lender’s respective holdings and interests in the Company and the recoveries contemplated by the Term Sheet (as in effect on the date hereof)) shall require the written consent of such Consenting Term Lender; provided , further , that if any change, modification or amendment to this Agreement, the Term Sheet or the Prepackaged Plan does not materially, adversely affect the rights of a Consenting Term Lender, the consent of such Consenting Term Lender shall not be required. In the event that an adversely affected Consenting Term Lender (“ Non-Consenting Term Lender ”) does not consent to a waiver, change, modification or amendment to this Agreement requiring the consent of each Consenting Term Lender, but such waiver, change, modification or amendment receives the consent of Consenting Term Lenders owning at least 66 ^2/3 % of the

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aggregate outstanding principal amount of the Term Loans, this Agreement shall be deemed to have been terminated only as to such Non-Consenting Term Lender, but this Agreement shall continue in full force and effect in respect to all other Consenting Term Lenders who have so consented, in a way consistent with (or otherwise reasonably acceptable to the Requisite Term Lenders) this Agreement and the Term Sheet as waived, changed, modified, or amended, as applicable.

10. Effectiveness.

This Agreement shall become effective and binding on the Parties on the Support Effective Date, and not before such date; provided that signature pages executed by Consenting Term Lenders shall be delivered to (a) the other Consenting Term Lenders in a redacted form that removes such Consenting Term Lenders’ holdings of the Term Loans and any schedules to such Consenting Term Lenders’ holdings (if applicable) and (b) the Company, Weil, and Kirkland in an unredacted form (to be held by Weil and Kirkland on a professionals’ eyes only basis).

11. Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York, without giving effect to the conflict of laws principles thereof.

(b) Each of the Parties irrevocably agrees that any legal action, suit or proceeding arising out of or relating to this Agreement brought by any party or its successors or assigns shall be brought and determined in any federal or state court in the State of New York, and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such proceeding arising out of or relating to this Agreement or the Restructuring Transactions. Each of the Parties agrees not to commence any proceeding relating hereto or thereto except in the courts described above in New York, other than proceedings in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each of the Parties further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any proceeding arising out of or relating to this Agreement or the Restructuring Transactions, (i) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (A) the proceeding in any such court is brought in an inconvenient forum, (B) the venue of such proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Notwithstanding the foregoing, during the pendency of the Chapter 11 Cases, all proceedings contemplated by this Section 11(b) shall be brought in the Bankruptcy Court.

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(c) EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

12. Specific Performance/Remedies.

It is understood and agreed by the Parties that money damages would not be a sufficient remedy for any breach of this Agreement by any Party and each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief (including attorneys’ fees and costs) as a remedy of any such breach, without the necessity of proving the inadequacy of money damages as a remedy, including an order of the Bankruptcy Court requiring any Party to comply promptly with any of its obligations hereunder.

13. Survival.

Notwithstanding the termination of this Agreement pursuant to Section 5 hereof, the agreements and obligations of the Parties in this Section 13 , and Sections 4(b) , 5(d) , 8, 10 , 11 , 12 , 14 , 15 , 16 , 17 , 18 , 19 , 20 , and 21 hereof (and any defined terms used in any such Sections) shall survive such termination and shall continue in full force and effect in accordance with the terms hereof; provided , however , that any liability of a Party for failure to comply with the terms of this Agreement shall survive such termination.

14. Headings.

The headings of the sections, paragraphs and subsections of this Agreement are inserted for convenience only and shall not affect the interpretation hereof or, for any purpose, be deemed a part of this Agreement.

15. Successors and Assigns; Severability; Several Obligations.

This Agreement is intended to bind and inure to the benefit of the Parties and their respective successors, permitted assigns, heirs, executors, administrators and representatives; provided , however , that nothing contained in this Section 15 shall be deemed to permit Transfers of the Term Loans or claims arising under the Term Loans other than in accordance with the express terms of this Agreement. If any provision of this Agreement, or the application of any

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such provision to any Person or circumstance, shall be held invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision hereof and this Agreement shall continue in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon any such determination of invalidity, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a reasonably acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. The agreements, representations and obligations of the Parties are, in all respects, ratable and several and neither joint nor joint and several.

16. No Third-Party Beneficiaries.

Unless expressly stated herein, this Agreement shall be solely for the benefit of the Parties and no other Person shall be a third-party beneficiary hereof.

17. Prior Negotiations; Entire Agreement.

This Agreement, including the exhibits and schedules hereto (including the Term Sheet) constitutes the entire agreement of the Parties, and supersedes all other prior negotiations, with respect to the subject matter hereof and thereof, except that the Parties acknowledge that any confidentiality agreements (if any) heretofore executed between the Company and each Consenting Term Lender shall continue in full force and effect.

18. Counterparts.

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same agreement. Execution copies of this Agreement may be delivered by facsimile or by electronic mail in portable document format (pdf), which shall be deemed to be an original for the purposes of this paragraph.

19. Notices.

All notices hereunder shall be deemed given if in writing and delivered, if contemporaneously sent by electronic mail, facsimile, courier or by registered or certified mail (return receipt requested) to the following addresses and facsimile numbers:

(1) If to the Company, to:

Walter Investment Management Corp.

3000 Bayport Drive, Suite 1100

Tampa, FL 33607

Attn: John Haas, General Counsel, Chief Legal Counsel and Secretary

Email: JHaas@walterinvestment.com

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With a copy to (which shall not constitute notice):

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Attn: Ray C. Schrock, P.C.

Email: Ray.Schrock@weil.com

Attn: Joseph H. Smolinsky, Esq.

Email: Joseph.Smolinsky@weil.com

Attn: Sunny Singh, Esq.

Email: Sunny.Singh@weil.com

(2) If to a Consenting Term Lender, or a transferee thereof, to the addresses or facsimile numbers set forth below following the Consenting Term Lender’s signature (or as directed by any transferee thereof), as the case may be, with copies to:

Kirkland & Ellis LLP

300 North LaSalle

Chicago, Il 606545

Attn: Patrick J Nash Jr., P.C.

Email: patrick.nash@kirkland.com

Attn: Gregory Pesce

Email: gregory.pesce@kirkland.com

Any notice given by delivery, mail or courier shall be effective when received. Any notice given by facsimile or electronic mail shall be effective upon oral, machine or electronic mail (as applicable) confirmation of transmission.

20. Creditors’ Committee.

Notwithstanding anything herein to the contrary, if any Consenting Term Lender is appointed to and serves on an official committee of unsecured creditors in the Chapter 11 Cases, the terms of this Agreement shall not be construed so as to limit such Consenting Term Lender’s exercise of its fiduciary duties to any person arising from its service on such committee, and any such exercise of such fiduciary duties shall not be deemed to constitute a breach of the terms of this Agreement. All Parties agree they shall not oppose the participation of any of the Consenting Term Lenders on any official committee of unsecured creditors formed in the Chapter 11 Cases

21. Reservation of Rights; No Admission.

(a) Nothing contained herein shall (i) limit (A) the ability of any Party to consult with other Parties, or (B) the rights of any Party under any applicable bankruptcy, insolvency, foreclosure, or similar proceeding, including the right to appear as a party in interest in any matter to be adjudicated in order to be heard concerning any matter arising in the

25

Chapter 11 Cases, in each case, so long as such consultation or appearance is consistent with such Party’s obligations hereunder, or under the terms of the Prepackaged Plan; (ii) limit the ability of any Consenting Term Lender to sell or enter into any transactions in connection with the Noteholder Claims, or any other claims against or interests in the Company, subject to the terms of Section 3(b) hereof; (iii) limit the rights of any Consenting Term Lender under the Credit Agreement or any agreements executed in connection with the Credit Agreement; or (iv) constitute a waiver or amendment of any provision of the Credit Agreement or any agreements executed in connection with the Credit Agreement.

(b) Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair, or restrict the ability of each of the Parties to protect and preserve its rights, remedies, and interests, including its claims against any of the other Parties (or their respective affiliates or subsidiaries) or its full participation in any bankruptcy case filed by the Company or any of its affiliates and subsidiaries. This Agreement, the Term Sheet, and the Prepackaged Plan are part of a proposed settlement of matters that could otherwise be the subject of litigation among the Parties. Pursuant to Rule 408 of the Federal Rule of Evidence, any applicable state rules of evidence, and any other applicable law, foreign or domestic, this Agreement and all negotiations relating thereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce its terms. This Agreement shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of any Party of any claim or fault or liability or damages whatsoever. Each of the Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims or defenses which it has asserted or could assert.

22. Relationship Among Consenting Term Lenders.

(a) It is understood and agreed that no Consenting Term Lender has any duty of trust or confidence in any kind or form with any other Consenting Term Lender, and, except as expressly provided in this Agreement, there are no commitments among or between them. In this regard, it is understood and agreed that any Consenting Term Lender may trade in the Noteholder Claims or other debt of the Company without the consent of the Company or any other Consenting Term Lender, subject to applicable securities laws, the terms of this Agreement, and any confidentiality agreement entered into with the Company; provided that no Consenting Term Lender shall have any responsibility for any such trading to any other person or entity by virtue of this Agreement. No prior history, pattern, or practice of sharing confidences among or between the Consenting Term Lender shall in any way affect or negate this understanding and agreement.

(b) Notwithstanding anything to the contrary herein, nothing in this Agreement shall require any Consenting Term Lender or representative of a Consenting Term Lender that becomes a member of a statutory committee that may be established in the Chapter 11 Cases to take any action, or to refrain from taking any action, in such person’s capacity as a statutory committee member; provided that nothing in this Agreement shall be construed as requiring any Consenting Term Lender to serve on any statutory committee in the Chapter 11 Cases.

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23. No Solicitation; Representation by Counsel; Adequate Information.

(a) This Agreement is not and shall not be deemed to be a solicitation for votes in favor of the Prepackaged Plan in the Chapter 11 Cases by the Term Lenders or a solicitation to tender or exchange any of the Term Loans. The acceptances of the Consenting Term Lenders with respect to the Prepackaged Plan will not be solicited until such Consenting Term Lender has received the Disclosure Statement and related ballots and solicitation materials, each as approved or ratified by the Bankruptcy Court.

(b) Each Party acknowledges that it has had an opportunity to receive information from the Company and that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.

(c) Although none of the Parties intends that this Agreement should constitute, and they each believe it does not constitute, a solicitation or acceptance of a chapter 11 plan of reorganization or an offering of securities, each Consenting Term Lender acknowledges, agrees and represents to the other Parties that it (i) is a “qualified institutional buyer” as such term is defined in Rule 144A of the Securities Act or a non-US person participating in the offering outside the United States in reliance on Regulation S under the Securities Act, (ii) is an accredited investor (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act), (iii) understands that the securities to be acquired by it (if any) pursuant to the Restructuring Transactions have not been registered under the Securities Act and that such securities are, to the extent not acquired pursuant to section 1145 of the Bankruptcy Code, being offered and sold pursuant to an exemption from registration contained in the Securities Act, based in part upon such Consenting Term Lender’s representations contained in this Agreement and cannot be sold unless subsequently registered under the Securities Act or an exemption from registration is available and (iv) has such knowledge and experience in financial and business matters that such Consenting Term Lender is capable of evaluating the merits and risks of the securities to be acquired by it (if any) pursuant to the Restructuring Transactions and understands and is able to bear any economic risks with such investment.

[R EMAINDER OF P AGE I NTENTIONALLY L EFT B LANK ]

27

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered by their respective duly authorized officers, solely in their respective capacity as officers of the undersigned and not in any other capacity, as of the date first set forth above.

S IGNATURE P AGE TO R ESTRUCTURING S UPPORT A GREEMENT

ARCHVIEW FUND L.P., ARCHVIEW

MASTER FUND LTD., ARCHVIEW ERISA

MASTER FUND LTD, and RAMIUS

ARCHVIEW CREDIT AND DISTRESSED

FUND, and ARCHVIEW CREDIT

OPPORTUNITIES FUND I L.P. By

Archview Investment Group LP its

Investment Manager

By:           /s/ Aaron Rosen            

Name:     Aaron Rosen

Title:       Principal

[ Signature Page to Restructuring Support Agreement ]

BLACK DIAMOND OFFSHORE LTD.

By: Carlson Capital, L.P., its investment

advisor

By:           /s/ Lynne B. Alpar            

Name:     Lynne B. Alpar

Title:       Chief Financial Officer of Carlson Capital, L.P.

[ Signature Page to Restructuring Support Agreement ]

DOUBLE BLACK DIAMOND OFFSHORE LTD.

By: Carlson Capital, L.P., its investment

advisor

By:           /s/ Lynne B. Alpar            

Name:     Lynne B. Alpar

Title:       Chief Financial Officer of Carlson Capital, L.P.

[ Signature Page to Restructuring Support Agreement ]

CVP Cascade CLO-1 Ltd.

CVP Cascade CLO-2 Ltd.

By: CVP CLO Manager LLC

By:           /s/ Brian J. Conroy            

Name:     Brian J. Conroy

Title:       Portfolio Manager

[ Signature Page to Restructuring Support Agreement ]

By: Credit Suisse Asset Management, LLC,

In its capacity as investment manager, sub-

adviser or similar capacity on behalf of

holders of the Term Loan B of Walter

Investment Management Corp

By            /s/ David Mechlin            

Name:     David Mechlin

Title:       Authorized Signatory

[ Signature Page to Restructuring Support Agreement ]

By: Marathon Asset Management, LP on

behalf of certain funds advised by it that are

Lenders

By:           /s/ Dan Lalli            

Name:     Dan Lalli

Title:       Authorized Signatory

[ Signature Page to Restructuring Support Agreement ]

Symphony Asset Management LLC in its

capacity as investment manager, sub-advisor,

collateral manager, or similar capacity on

behalf of certain entities in their respective

capacities as Lenders to Walter Investment

Management Corp.

By:           /s/ Judith MacDonald            

Name:     Judith MacDonald

Title:       General Counsel

Certain Registered Investment Companies

advised by Nuveen Fund Advisors, LLC and

sub-advised by Symphony Asset Management

LLC

By:           /s/ Judith MacDonald            

Name:     Judith MacDonald

Title:       General Counsel

[ Signature Page to Restructuring Support Agreement ]

By: NEUBERGER BERMAN

INVESTMENT ADVISERS LLC, AS

INVESTMENT MANAGER OF FUNDS

AND/OR ACCOUNTS IT MANAGES

By:           /s/ Joseph Lynch            

Name:     Joseph Lynch

Title:       Managing Director

[ Signature Page to Restructuring Support Agreement ]

AGF FLOATING RATE INCOME FUND

BY: EATON VANCE MANAGEMENT AS

PORTFOLIO MANAGER

By:           /s/ Craig P. Russ            

Name:    Craig P. Russ

Title:      Vice President

[ Signature Page to Restructuring Support Agreement ]

EATON VANCE CDO X PLC

BY: EATON VANCE MANAGEMENT AS

INVESTMENT ADVISOR

By:           /s/ Craig P. Russ            

Name:     Craig P. Russ

Title:       Vice President

[ Signature Page to Restructuring Support Agreement ]

Eaton Vance CLO 2014-1 Ltd.

By: Eaton Vance Management Portfolio

Manager

By:           /s/ Craig P. Russ            

Name:     Craig P. Russ

Title:       Vice President

[ Signature Page to Restructuring Support Agreement ]

DaVinci Reinsurance Ltd.

By: Eaton Vance Management as Investment

Advisor

By:           /s/ Craig P. Russ            

Name:     Craig P. Russ

Title:       Vice President

[ Signature Page to Restructuring Support Agreement ]

Eaton Vance Loan Holding Limited

By: Eaton Vance Management as Investment

Manager

By:           /s/ Craig P. Russ            

Name:     Craig P. Russ

Title:       Vice President

[ Signature Page to Restructuring Support Agreement ]

Eaton Vance Floating-Rate Income Plus Fund

By: Eaton Vance Management as Investment

Advisor

By:           /s/ Craig P. Russ            

Name:     Craig P. Russ

Title:       Vice President

[ Signature Page to Restructuring Support Agreement ]

EATON VANCE SENIOR FLOATING-

RATE TRUST

BY: EATON VANCE MANAGEMENT AS

INVESTMENT ADVISOR

By:           /s/ Craig P. Russ            

Name:     Craig P. Russ

Title:       Vice President

[ Signature Page to Restructuring Support Agreement ]

EATON VANCE FLOATING-RATE

INCOME TRUST

BY: EATON VANCE MANAGEMENT AS

INVESTMENT ADVISOR

By:           /s/ Craig P. Russ            

Name:     Craig P. Russ

Title:       Vice President

[ Signature Page to Restructuring Support Agreement ]

Eaton Vance International (Cayman Island)

Floating-Rate Income Portfolio

By: Eaton Vance Management as Investment

Advisor

By:           /s/ Craig P. Russ            

Name:     Craig P. Russ

Title:       Vice President

[ Signature Page to Restructuring Support Agreement ]

EATON VANCE SENIOR INCOME TRUST

BY: EATON VANCE MANAGEMENT AS

INVESTMENT ADVISOR

By:           /s/ Craig P. Russ            

Name:     Craig P. Russ

Title:       Vice President

[ Signature Page to Restructuring Support Agreement ]

Eaton Vance Short Duration Diversified

Income Fund

By: Eaton Vance Management As Investment

Advisor

By:           /s/ Craig P. Russ            

Name:     Craig P. Russ

Title:       Vice President

[ Signature Page to Restructuring Support Agreement ]

EATON VANCE INSTITUTIONAL

SENIOR LOAN FUND

BY: EATON VANCE MANAGEMENT AS

INVESTMENT ADVISOR

By:           /s/ Craig P. Russ            

Name:     Craig P. Russ

Title:       Vice President

[ Signature Page to Restructuring Support Agreement ]

EATON VANCE LIMITED DURATION

INCOME FUND

BY: EATON VANCE MANAGEMENT AS

INVESTMENT ADVISOR

By:           /s/ Craig P. Russ            

Name:     Craig P. Russ

Title:       Vice President

[ Signature Page to Restructuring Support Agreement ]

Eaton Vance Floating Rate Portfolio

By: Boston Management and Research as

Investment Advisor

By:           /s/ Craig P. Russ            

Name:     Craig P. Russ

Title:       Vice President

[ Signature Page to Restructuring Support Agreement ]

Brighthouse Funds Trust I –

Brighthouse/Eaton Vance Floating Rate

Portfolio

By: Eaton Vance Management as Investment

Sub-Advisor

By:           /s/ Craig P. Russ                

Name:     Craig P. Russ

Title:       Vice President

[ Signature Page to Restructuring Support Agreement ]

Florida Power & Light Company

By: Eaton Vance Management as Investment

Advisor

By:           /s/ Craig P. Russ                

Name:     Craig P. Russ

Title:       Vice President

[ Signature Page to Restructuring Support Agreement ]

PACIFIC SELECT FUND FLOATING

RATE LOAN PORTFOLIO

BY: EATON VANCE MANAGEMENT AS

INVESTMENT SUB-ADVISOR

By:           /s/ Craig P. Russ                

Name:     Craig P. Russ

Title:       Vice President

[ Signature Page to Restructuring Support Agreement ]

Renaissance Investment Holdings Ltd

By: Eaton Vance Management as Investment

Advisor

By:           /s/ Craig P. Russ                

Name:     Craig P. Russ

Title:       Vice President

[ Signature Page to Restructuring Support Agreement ]

Columbia Funds Variable Series Trust II –

Variable Portfolio-Eaton Vance Floating-Rate

Income Fund

By: Eaton Vance Management as Investment

Sub-Advisor

By:           /s/ Craig P. Russ                

Name:     Craig P. Russ

Title:       Vice President

[ Signature Page to Restructuring Support Agreement ]

SENIOR DEBT PORTFOLIO

By: Boston Management and Research as

Investment Advisor

By:           /s/ Craig P. Russ                

Name:     Craig P. Russ

Title:       Vice President

[ Signature Page to Restructuring Support Agreement ]

EATON VANCE VT FLOATING-RATE

INCOME FUND

BY: EATON VANCE MANAGEMENT AS

INVESTMENT ADVISOR

By:           /s/ Craig P. Russ                

Name:     Craig P. Russ

Title:       Vice President

[ Signature Page to Restructuring Support Agreement ]

Adams Mill CLO Ltd.

By: SHENKMAN CAPITAL

MANAGEMENT, INC., as Collateral

Manager

By:           /s/ Justin Slatky                    

Name:     Justin Slatky

Title:       Co-Chief Investment Officer

[ Signature Page to Restructuring Support Agreement ]

Associate Electric & Gas Insurance Services

Limited

By: SHENKMAN CAPITAL

MANAGEMENT, INC., as Investment

Manager

By:           /s/ Justin Slatky                    

Name:     Justin Slatky

Title:       Co-Chief Investment Officer

[ Signature Page to Restructuring Support Agreement ]

Brookside Mill CLO Ltd.

By: SHENKMAN CAPITAL

MANAGEMENT, INC., as Collateral

Manager

By:           /s/ Justin Slatky                    

Name:     Justin Slatky

Title:       Co-Chief Investment Officer

[ Signature Page to Restructuring Support Agreement ]

Christian Super

By: SHENKMAN CAPITAL

MANAGEMENT, INC., as Investment

Manager

By:           /s/ Justin Slatky                    

Name:     Justin Slatky

Title:       Co-Chief Investment Officer

[ Signature Page to Restructuring Support Agreement ]

Credos Floating Rate Fund LP

By: SHENKMAN CAPITAL

MANAGEMENT, INC., as General Partner

By:           /s/ Justin Slatky                    

Name:     Justin Slatky

Title:       Co-Chief Investment Officer

[ Signature Page to Restructuring Support Agreement ]

Jackson Mill CLO Ltd.

By: SHENKMAN CAPITAL

MANAGEMENT, INC., as Portfolio

Manager

By:           /s/ Justin Slatky                    

Name:     Justin Slatky

Title:       Co-Chief Investment Officer

[ Signature Page to Restructuring Support Agreement ]

Jefferson Mill CLO, Ltd.

By: SHENKMAN CAPITAL

MANAGEMENT, INC., as Collateral

Manager

By:           /s/ Justin Slatky                    

Name:     Justin Slatky

Title:       Co-Chief Investment Officer

[ Signature Page to Restructuring Support Agreement ]

Kentucky Retirement Systems (Shenkman –

Insurance Fund Account)

By: SHENKMAN CAPITAL

MANAGEMENT, INC., as Investment

Manager

By:           /s/ Justin Slatky                    

Name:     Justin Slatky

Title:       Co-Chief Investment Officer

[ Signature Page to Restructuring Support Agreement ]

Kentucky Retirement Systems (Shenkman –

Pension Account)

By: SHENKMAN CAPITAL

MANAGEMENT, INC., as Investment

Manager

By:           /s/ Justin Slatky                    

Name:     Justin Slatky

Title:       Co-Chief Investment Officer

[ Signature Page to Restructuring Support Agreement ]

Providence Health & Services Investment

Trust (Bank Loans Portfolio)

By: SHENKMAN CAPITAL

MANAGEMENT, INC., as Investment

Manager

By:           /s/ Justin Slatky                    

Name:     Justin Slatky

Title:       Co-Chief Investment Officer

[ Signature Page to Restructuring Support Agreement ]

Shenkman Floating Rate High Income Fund

By: SHENKMAN CAPITAL

MANAGEMENT, INC., as Investment

Manager

By:           /s/ Justin Slatky                    

Name:     Justin Slatky

Title:       Co-Chief Investment Officer

[ Signature Page to Restructuring Support Agreement ]

Sudbury Mill CLO, Ltd.

By: SHENKMAN CAPITAL

MANAGEMENT, INC., as Collateral

Manager

By:           /s/ Justin Slatky                    

Name:     Justin Slatky

Title:       Co-Chief Investment Officer

[ Signature Page to Restructuring Support Agreement ]

Virginia College Savings Plan,.

By: SHENKMAN CAPITAL

MANAGEMENT, INC., as Investment

Manager

By:           /s/ Justin Slatky                    

Name:     Justin Slatky

Title:       Executive Vice-President

[ Signature Page to Restructuring Support Agreement ]

Washington Mill CLO Ltd.

By: SHENKMAN CAPITAL

MANAGEMENT, INC., as Collateral

Manager

By:           /s/ Justin Slatky                    

Name:     Justin Slatky

Title:       Co-Chief Investment Officer

[ Signature Page to Restructuring Support Agreement ]

WM Pool – Fixed Interest Trust No. 7

By: SHENKMAN CAPITAL

MANAGEMENT, INC., as Investment

Manager

By:           /s/ Justin Slatky                    

Name:     Justin Slatky

Title:       Co-Chief Investment Officer

[ Signature Page to Restructuring Support Agreement ]

Ocean Trails CLO IV

By: Five Arrows Managers North America

LLC as Asset Manager, as Lender

By:           /s/ Heidimarie Skor                    

Name:     Heidimarie Skor

Title:       Director

Ocean Trails CLO V

By: Five Arrows Managers North America

LLC as Asset Manager, as Lender

By:           /s/ Heidimarie Skor                    

Name:     Heidimarie Skor

Title:       Director

Credit Agreement Amendment

Credit Agreement Amendment – Term Sheet

Capitalized terms used but not otherwise defined in this term sheet shall have the meanings ascribed to such terms in the Restructuring Support Agreement, dated as of July 31, 2017 (the “ RSA ”), to which this term sheet is attached as Exhibit A.

In connection with the Out-of-Court Restructuring, the Borrower will offer all Term Lenders the opportunity to cashlessly roll or exchange their remaining existing Term Loans into, or, in connection with the In-Court Restructuring, the Prepackaged Plan will provide that each Term Lender will receive its pro rata share of loans pursuant to, a new pari passu credit facility (the “ Term Loan Rolled Facility ”) which will reflect the terms described below (including as to a one-time prepayment in an aggregate amount of $50 million at the closing thereof and additional principal amortization as described below). This term sheet summarizes the material terms of the Credit Agreement Amendment and the Term Loan Rolled Facility (whether effectuated pursuant to the Out-of-Court Restructuring or the In-Court Restructuring).

The effectiveness of the Credit Agreement Amendment and the Term Loan Rolled Facility will be conditioned on the Effective Date.

EXHIBIT B

Form of Credit Agreement Waiver

See Exhibit 10.2

to this Current Report

on Form 8-K

EXHIBIT C

Form of Interim Amendment

See Exhibit 10.3

to this Current Report

on Form 8-K

EXHIBIT D

FORM OF JOINDER AGREEMENT FOR CONSENTING TERM LENDERS

This Joinder Agreement to the Restructuring Support Agreement, dated as of July 31, 2017 (as amended, supplemented or otherwise modified from time to time, the “ Agreement ”), by and among Walter Investment Management Corp., and the holders of the Term Loans (together with their respective successors and permitted assigns, the “Consenting Term Lenders” and each, a “Consenting Term Lenders”) is executed and delivered by                                                         (the “ Joining Party ”) as of               , 2017. Each capitalized term used herein but not otherwise defined shall have the meaning set forth in the Agreement.

1. Agreement to be Bound . The Joining Party hereby agrees to be bound by all of the terms of the Agreement, a copy of which is attached to this Joinder Agreement as Annex I (as the same has been or may be hereafter amended, restated or otherwise modified from time to time in accordance with the provisions hereof). The Joining Party shall hereafter be deemed to be a “Consenting Term Lender” and a “Party” for all purposes under the Agreement and with respect to any and all Claims held by such Joining Party.

2. Acknowledgment of Open Market Purchases . The Joining Party hereby acknowledges that a portion of the Term Loans held by such Joining Party is subject to the First Open Market Purchases and the Second Open Market Purchases, as applicable. The Joining Party hereby provides its counterpart signature page to each Assignment and Acceptance. The Joining Party acknowledges that if the Joining Party (x) becomes party to the Agreement after the First Open Market Buy-Back Date, it shall forfeit any right, claim, or interest in any portion of the Aggregate First Credit Purchase Amount and (y) becomes party to the Agreement after the Second Open Market Buy-Back Date, it shall forfeit any right, claim, or interest in any portion of the Aggregate Second Credit Purchase Amount, in each case, except as otherwise agreed between the Joining Party and the transferor with respect to the Agreement.

3. Representations and Warranties . With respect to the aggregate principal amount of Term Loans set forth below its name on the signature page hereto, the Joining Party hereby makes the representations and warranties of the Consenting Term Lenders set forth in Section 7 of the Agreement to each other Party to the Agreement.

4. Governing Law . This Joinder Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to any conflict of laws provisions which would require the application of the law of any other jurisdiction.

[Signature Page Follows]

IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be executed as of the date first written above.

Notice Address :

S IGNATURE P AGE TO J OINDER

Exhibit 10.2

Execution Version

WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT

This WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT (this “ Waiver ”), dated as of July 31, 2017, is entered into by and among WALTER INVESTMENT MANAGEMENT CORP., a Maryland corporation (the “ Borrower ”) and the Lenders listed on the signature pages hereto constituting the Required Lenders.

RECITALS:

WHEREAS, the Borrower, the Lenders from time to time party thereto and Credit Suisse AG, as administrative agent and collateral agent for the Lenders under the Credit Agreement (in such capacity, the “ Agent ”) have entered into that certain Amended and Restated Credit Agreement, dated as of December 19, 2013 (as amended, supplemented or otherwise modified prior to the effectiveness of this Waiver, the “ Existing Credit Agreement ”; the Existing Credit Agreement, as supplemented by this Waiver and as the same hereafter further may be amended, restated, supplemented or otherwise modified and in effect from time to time, the “ Credit Agreement ”);

WHEREAS, the Borrower has advised the Lenders that certain Events of Default have occurred and are continuing or may arise under the Credit Agreement, as a result of or arising from, directly or indirectly, (a) any breach of any representation or warranty made prior to the Waiver Effective Date (as defined below) (including, without limitation, pursuant to Section  3.07 of the Credit Agreement and/or as part of any certification, report or statement made or delivered pursuant to or in connection with Section  5.01(b) , (c) or (d) ) as a result of the Borrower being required to restate (the “ Restatement ”) its financial statements for the fiscal quarters ended June 30, 2016, September 30, 2016 and March 31, 2017, and for the fiscal year ended December 31, 2016 (collectively, the “ Specified Financial Statements ” and after giving effect to the Restatement, such Specified Financial Statements as so restated, the “ Restated Financial Statements ”) as a result of certain errors relating to how the Borrower performed its calculations to determine the valuation allowance for its deferred tax asset, (b) a “going concern” or like qualification in the auditor report delivered in connection with the Restated Financial Statements, (c) any default, event of default or similar event (each a “ Specified Cross Default ”) under instruments governing other Indebtedness arising from or as a result of the foregoing and (d) any failure to deliver any notice to the Administrative Agent or the Lenders with respect to all or any portion of the foregoing (collectively, the “ Specified Defaults ”);

WHEREAS, the Borrower requested, among other things, that the Lenders waive the Specified Defaults. The undersigned Lenders are willing to accommodate such requests, subject to satisfaction of the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Defined Terms.     Unless otherwise specifically defined herein, each term used herein (including in the recitals above) that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement.

Section 2. Waiver .      Effective as of the Waiver Effective Date (as defined below), subject to the terms and conditions of this Waiver and in reliance upon the representations and warranties of the Borrower set forth in Section  4 below, the undersigned Lenders (representing the Required Lenders) hereby waive the Specified Defaults (provided, that with respect any Specified Cross Default, the foregoing waiver shall only be effective as to such Specified Cross Default for so

long as the underlying Indebtedness with respect to such Specified Cross Default has not been accelerated by the holders thereof) and acknowledge and agree that, notwithstanding anything to the contrary in the Credit Agreement or any other Credit Document, the Restatement shall be permitted. This is a limited, one time waiver and, except as expressly set forth herein, shall not be deemed to: (a) constitute a waiver of any other Event of Default or any other breach of the Credit Agreement or any of the other Credit Documents, whether now existing or hereafter arising, (b) constitute a waiver of any right or remedy of any of the Lenders under the Credit Documents which does not arise as a result of the Specified Defaults (all such rights and remedies being expressly reserved by the Lenders) or (c) establish a custom or course of dealing or conduct between the Lenders, on the one hand, and Borrower or any other Credit Party on the other hand. The foregoing waiver shall not be deemed to constitute a consent of any other act, omission or any breach of the Credit Agreement or any of the other Credit Documents.

Section 3. Conditions to Effectiveness of this Agreement.     This Waiver shall become effective as of the first date (the “ Waiver Effective Date ”) upon which each of the following conditions shall have been satisfied:

(i)    receipt from the Borrower and the Lenders representing the Required Lenders of executed counterparts hereof;

(ii)    the execution and effectiveness of the Restructuring Support Agreement, dated as of July 31, 2017 (the “ RSA ”), to which this Waiver is annexed as Exhibit B; and

(iii)    the execution and effectiveness of that certain Interim Amendment (as defined in the RSA) annexed to the RSA as Exhibit C.

Section 4. Representations of the Borrower .    The Borrower hereby represents and warrants to the undersigned Lenders that as of the Waiver Effective Date (after giving effect to this Waiver and the other transactions contemplated hereby):

(i)    except as any such representations relate to or are impacted by or with respect to the Specified Financial Statements, each of the representations and warranties made by any Credit Party in or pursuant to the Credit Documents is true and correct in all material respects (or, in the case of any representation and warranty qualified by materiality, in all respects) on and as of the Waiver Effective Date (except to the extent such representations and warranties are specifically made as of an earlier date, in which case such representations and warranties were true and correct in all material respects (or, in the case of any representation and warranty qualified by materiality, in all respects) as of such date); and

(ii)    other than the Specified Defaults, no Default or Event of Default has occurred and is continuing on the Waiver Effective Date.

Section 5. Covenants.     In the event that a Restatement occurs, promptly following the effectiveness of such Restatement and the Restated Financial Statements becoming available, the Borrower shall deliver the Restated Financial Statements to the Administrative Agent (which delivery requirement shall be deemed satisfied by the posting of such information, materials or reports on EDGAR or any successor website maintained by the SEC) and each Lender party hereto.

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Section 6. Governing Law.     This Waiver and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of New York.

Section 7. Effect of This Agreement.     Except as expressly set forth herein, this Waiver shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of any Lender or Administrative Agent under the Credit Agreement or any other Credit Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Credit Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document in similar or different circumstances.

Section 8. Counterparts .    This Waiver may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

Section 9. Miscellaneous.     This Waiver shall constitute a Credit Document for all purposes of the Credit Agreement. Each Lender party hereto acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own decision to enter into this Waiver. The Lenders party hereto hereby expressly consent to the execution of, and direct the Administrative Agent to execute, this Waiver and agree that the Administrative Agent is fully protected by the provisions of Article 8 of the Credit Agreement, including the third paragraph thereof.

[Remainder of Page Intentionally Left Blank; Signature Pages to Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

[Waiver to Credit Agreement Signature Page]

[Waiver to Credit Agreement Signature Page]

Exhibit 10.3

Execution Version

AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “ Amendment ”), dated as of July 31, 2017, is entered into by and among WALTER INVESTMENT MANAGEMENT CORP., a Maryland corporation (the “ Borrower ”), the Persons listed on the signature pages hereto as SUBSIDIARY GUARANTORS (together with the Borrower, the “ Credit Parties ”), and the Lenders listed on the signature pages hereto constituting the Required Lenders.

RECITALS:

WHEREAS, the Borrower, the Lenders from time to time party thereto and Credit Suisse AG, as administrative agent and collateral agent for the Lenders under the Credit Agreement (in such capacity, the “ Agent ”) have entered into that certain Amended and Restated Credit Agreement, dated as of December 19, 2013 (as amended, supplemented or otherwise modified prior to the effectiveness of this Amendment, the “ Existing Credit Agreement ”; the Existing Credit Agreement, as amended by this Amendment and as the same hereafter further may be amended, restated, supplemented or otherwise modified and in effect from time to time, the “ Credit Agreement ”);

WHEREAS, the Credit Parties have requested, among other things, that the Lenders amend certain provisions of the Existing Credit Agreement. The undersigned Lenders are willing to accommodate such requests, subject to satisfaction of the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Defined Terms.     Unless otherwise specifically defined herein, each term used herein (including in the recitals above) that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement.

Section 2. Amendments to Credit Agreement .    In accordance with Section 9.08 of the Credit Agreement and effective as of the Third Amendment Effective Date, the Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as set forth on the pages of the Credit Agreement attached as Annex A hereto.

Section 3. Conditions to Effectiveness of this Agreement.     This Amendment shall become effective as of the first date (the “ Third Amendment Effective Date ”) upon which each of the following conditions shall have been satisfied:

(i)    receipt from the Credit Parties and the Lenders representing the Required Lenders of executed counterparts hereof;

(ii)    the execution and effectiveness of that certain Restructuring Support Agreement, dated as of July 31, 2017 (the “ RSA ”), to which this Amendment is annexed as Exhibit C; and

(iii)    the execution and effectiveness of that certain Waiver to Amended and Restated Credit Agreement (the “ Waiver ”) annexed to the RSA as Exhibit B.

Section 4. Representations of the Credit Parties .    Each of the Credit Parties hereby represents and warrants to the undersigned Lenders that as of the Third Amendment Effective Date (after giving effect to this Amendment and the other transactions contemplated hereby):

(i)    except as any such representations relate to, are impacted by, or with respect to the Specified Financial Statements (as defined in the Waiver), each of the representations and warranties made by any Credit Party in or pursuant to the Credit Documents is true and correct in all material respects (or, in the case of any representation and warranty qualified by materiality, in all respects) on and as of the Third Amendment Effective Date (except to the extent such representations and warranties are specifically made as of an earlier date, in which case such representations and warranties were true and correct in all material respects (or, in the case of any representation and warranty qualified by materiality, in all respects) as of such date); and

(ii)    other than the Specified Defaults (as defined in the Waiver), no Default or Event of Default exists, has occurred and is continuing or will result from the execution, delivery or performance of this Amendment.

Section 5. Reaffirmation of Credit Party Obligations .    Each Credit Party hereby ratifies the Credit Agreement and acknowledges and reaffirms that, (a) as amended hereby, all terms of the Credit Agreement and the other Credit Documents shall be and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of such Credit Party and (b) it is responsible for the observance and full performance of its respective Obligations. To the extent any terms and conditions in any of the other Credit Documents shall contradict or be in conflict with any terms or conditions of the Credit Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified and amended accordingly to reflect the terms and conditions of the Credit Agreement as modified and amended hereby. For the avoidance of doubt, nothing herein shall constitute (i) a waiver of any breach, Default or Event of Default which may exist under the Credit Agreement or any other Credit Document or under applicable law or in equity or (ii) a waiver or release of, or a limitation upon, the Administrative Agent’s or any Lender’s exercise of any rights or remedies under the Credit Agreement or any other Credit Document or under applicable law or in equity, including, but not limited to, the right to institute collection or arbitration proceedings against Borrower and/or the Credit Parties and/or to exercise any right against any other person or entity not a party to the Credit Agreement, as amended by this Amendment.

Section 6. Reaffirmation of Subsidiary Guarantor Obligations .    Each Subsidiary Guarantor consents to the execution and delivery by Borrower and the other Credit Parties of this Amendment and the consummation of the transactions described herein, and ratifies and confirms the terms of the Subsidiary Guaranty to which such Subsidiary Guarantor is a party with respect to the indebtedness now or hereafter outstanding under the Credit Agreement as amended hereby and all promissory notes issued thereunder. Each Subsidiary Guarantor acknowledges that, notwithstanding anything to the contrary contained herein or in any other document evidencing any indebtedness of Borrower or any other Credit Party to the Lenders or any other obligation of Borrower or any other Credit Party, or any actions now or hereafter taken by the Administrative Agent or the Lenders with respect to any obligation of Borrower or any other Credit Party, the Subsidiary Guaranty to which such Subsidiary Guarantor is a party (a) is and shall continue to be a primary obligation of such Subsidiary Guarantor, (b) is and shall continue to be an absolute, unconditional, continuing and irrevocable guaranty of payment and (c) is and shall continue to be in full force and effect in accordance with its terms. Nothing contained herein to the contrary shall release, discharge, modify, change or affect the original liability of any Subsidiary Guarantor under the Subsidiary Guaranty to which such Subsidiary Guarantor is a party.

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Section 7. Governing Law.     This Amendment and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of New York.

Section 8. Effect of This Agreement.     Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of any Lender or Administrative Agent under the Credit Agreement or any other Credit Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Credit Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document in similar or different circumstances.

Section 9. Counterparts .    This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

Section 10. Miscellaneous.     This Amendment shall constitute a Credit Document for all purposes of the Credit Agreement. Each Lender party hereto acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own decision to enter into this Amendment. The Lenders party hereto hereby expressly consent to the execution of this Amendment.

[ Remainder of Page Intentionally Left Blank; Signature Pages to Follow ]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

[Amendment No. 3 to Credit Agreement Signature Page]

[Amendment No. 3 to Credit Agreement Signature Page]

[Amendment No. 3 to Credit Agreement Signature Page]

[Amendment No. 3 to Credit Agreement Signature Page]

Annex A

Amendments to Credit Agreement

ANNEX A

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of December 19, 2013

among

WALTER INVESTMENT MANAGEMENT CORP.,

as Borrower,

THE LENDERS PARTY HERETO

and

CREDIT SUISSE AG,

as Administrative Agent and Collateral Agent

CREDIT SUISSE SECURITIES (USA) LLC,

MORGAN STANLEY SENIOR FUNDING, INC.,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and

BARCLAYS BANK PLC,

as Joint Bookrunners

CREDIT SUISSE SECURITIES (USA) LLC,

MORGAN STANLEY SENIOR FUNDING, INC.,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

BARCLAYS BANK PLC,

RBS SECURITIES INC. and

UBS SECURITIES LLC,

as Joint Lead Arrangers

MORGAN STANLEY SENIOR FUNDING, INC.,

as Syndication Agent

BANK OF AMERICA, N.A.,

BARCLAYS BANK PLC,

THE ROYAL BANK OF SCOTLAND PLC and

UBS SECURITIES LLC,

as Co-Documentation Agents

Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective on the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, as the case may be.

“ Amend and Extend Transaction ” shall mean an extension of maturity transaction described in and effected pursuant to Section 2.26.

“ Amendment No.  1 Effective Date ” shall mean February 23, 2016.

“ Amendment No.  2 ” shall mean Amendment No. 2 to Amended and Restated Credit Agreement dated as of the Amendment No. 2 Effective Date among the Borrower, the Administrative Agent, the Collateral Agent and the Lenders identified on the signature pages thereto.

“ Amendment No.  2 Effective Date ” shall mean August 5, 2016.

“ Amendment No. 3 ” shall mean Amendment No. 3 to Amended and Restated Credit Agreement dated as of the Amendment No. 3 Effective Date among the Borrower and the Lenders identified on the signature pages thereto.

“ Amendment No. 3 Effective Date ” shall mean July 31, 2017.

“ Anti-Terrorism Laws ” shall have the meaning assigned to such term in Section 3.22(a).

“ Applicable Excess Cash Flow Prepayment Percentage ” shall mean, at any time, 50%; provided that, so long as no Default or Event of Default is in existence on the respective Excess Cash Flow Payment Date, if the Total Net Leverage Ratio (as set forth in the officer’s certificate delivered pursuant to Section 5.01(f)) for the fiscal year of the Borrower then last ended is (x) less than or equal to 2.50:1.00 but greater than 2.00:1.00, the Applicable Excess Cash Flow Prepayment Percentage shall instead be 25% and (y) less than or equal to 2.00:1.00, the Applicable Excess Cash Flow Prepayment Percentage shall instead be 0%.

“ Applicable Margin ” shall mean (a) with respect to any Eurodollar Loan, 3.75% per annum and (b) with respect to any ABR Loan, 2.75% per annum; provided that, solely with respect to the Revolving Credit Facility, during the period commencing on the Amendment No. 2 Effective Date and ending on (and including) January 1, 2017, the “Applicable Margin” shall mean (x) with respect to any Eurodollar Loan, 4.50% per annum and (y) with respect to any ABR Loan, 3.50% per annum.

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“ Asset Sale ” shall mean any sale, transfer or other disposition ( each, a “ Disposition ” ) by the Borrower or any Restricted Subsidiary to any Person (including by way of redemption by such Person) other than to the Borrower or a Subsidiary Guarantor of any asset (including, without limitation, any capital stock or other securities of, or Equity Interest s in, another Person) , but excluding (x)  sales, transfers or other dispositions of assets permitted pursuant to Section  6.02 (other than pursuant to Section  6.02(iv), Section  6.02(xiv), Section  6.02(xxiii) or Section (xxv)) and (y)  any other sale, transfer or disposition (for such purpose, treating any series of related sales, transfers or dispositions as a single such transaction) that generates Net Sale Proceeds of less than $250,000. not made in the Ordinary Course of Business; provided that no Non-Core Asset Sale or Disposition of Bulk MSR shall constitute an “Asset Sale”.

“ Assignment and Acceptance ” shall mean an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, substantially in the form of Exhibit H or such other form as shall be approved by the Administrative Agent.

“ Authorized Officer ” shall mean the chief executive officer, president, any vice- president, chairman, vice chairman, secretary, any assistant secretary, treasurer, any assistant treasurer, chief operating officer or chief financial officer of the Borrower.

“ Auto-Extension Letter of Credit ” shall have the meaning assigned to such term in Section 2.22(b)(iii).

“ Auto-Reinstatement Letter of Credit ” shall have the meaning assigned to such term in Section 2.22(b)(iv).

“ Available Amount ” shall mean, on any date (the “ Determination Date ”), an amount equal to:

(a)    the sum, without duplication, of (I) (x) solely for calculating the Available Amount for purposes of Section 6.03(vi) and clause (y) of Section 6.15 (except for purposes of calculating the Available Amount for payments of cash by the Borrower or any Restricted Subsidiary to a holder of Convertible Notes upon conversion or exchange of such Convertible Notes or in connection with the right of a holder of Convertible Notes to require the Borrower to repurchase such Convertible Notes in accordance with Section 6.15(y)(B)(2)), $50,000,000 and (y) solely for calculating the Available Amount for purposes of Section 6.05(xii), Section 6.05(xxii) and for purposes of calculating the Available Amount for payments of cash by the Borrower or any Restricted Subsidiary to a holder of Convertible Notes upon conversion or exchange of such Convertible Notes or in connection with the right of a holder of Convertible Notes to require the Borrower to repurchase such Convertible Notes in accordance with Section 6.15(y)(B)(2), an amount equal to the aggregate Net Equity Proceeds received by the Borrower as a result of the issuance of common stock of the Borrower on October 23, 2012, plus (II) an amount equal to the aggregate Net Equity Proceeds

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“ Breakage Event ” shall have the meaning assigned to such term in Section 2.16.

“ Bulk MSR ” shall mean all MSR other than Flow MSR.

“ Business Day ” shall mean any day other than a Saturday, Sunday or day on which banks in New York City are authorized or required by law to close; provided, however, that when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in Dollar deposits in the London interbank market.

“ Calculation Period ” shall mean, with respect to any Permitted Acquisition, any Significant Asset Sale or any other event expressly required to be calculated on a Pro Forma Basis pursuant to the terms of this Agreement, the Test Period most recently ended prior to the date of such Permitted Acquisition, Significant Asset Sale or other event for which financial statements have been delivered to the Lenders pursuant to Section 4.02(k) or Section 5.01(b) or (c), as applicable.

“ Capital Expenditures ” shall mean, with respect to any Person, all expenditures (without duplication) by such Person which should be capitalized in accordance with GAAP and, without duplication, the amount of Capitalized Lease Obligations incurred by such Person.

“ Capitalized Lease Obligations ” shall mean, with respect to any Person, all rental obligations of such Person which, under GAAP, are required to be capitalized on the books of such Person, in each case taken at the amount thereof accounted for as indebtedness in accordance with such principles.

“ Cash Collateralize ” shall mean to pledge and deposit with or deliver to the Collateral Agent, for the benefit of one or more of the Issuing Banks or Lenders, as collateral for L/C Exposure or obligations of Lenders to fund participations in respect of L/C Exposure, cash or deposit account balances or, if the Collateral Agent and each applicable Issuing Bank shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Collateral Agent and each applicable Issuing Bank. “ Cash Collateral ” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“ Cash Equivalents ” shall mean, as to any Person, (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof ( provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than one year from the date of acquisition, (ii) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s, (iii) Dollar denominated time deposits, certificates of deposit and bankers

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(d)    above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.24(b)) upon delivery of written notice of such determination to the Borrower, each Issuing Bank and each Lender.

“ Designated Non-Cash Consideration ” shall mean any non-cash consideration received by the Borrower or any Restricted Subsidiary in connection with an asset sale that is so designated as “ Designated Non-Cash Consideration ” pursuant to an officer ’ s certificate delivered to the Administrative Agent, which certificate shall set forth the Fair Market Value of such non-cash consideration and the basis for determining such Fair Market Value.

“ Determination Date ” shall have the meaning assigned to such term in the definition of “Available Amount”.

“ Disposition ” shall have the meaning assigned to such term in the definition of “Asset Sale”.

“ Dividend ” shall mean, with respect to any Person, that such Person has, directly or indirectly, declared or paid a dividend, distribution or returned any other amount with respect to any Equity Interests to its stockholders, shareholders, partners or members or authorized or made any other distribution, payment or delivery of property or cash to its stockholders, shareholders, partners or members in their capacity as such, or redeemed, retired, purchased or otherwise acquired or terminated or cancelled, directly or indirectly, for a consideration (whether in cash, securities or other property) any shares of any class of its capital stock or any other Equity Interests outstanding on or after the Closing Date (or any options or warrants issued by such Person with respect to its capital stock or other Equity Interests), or set aside any funds for any of the foregoing purposes, or shall have permitted any of the Restricted Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock or any other Equity Interests of such Person outstanding on or after the Closing Date (or any options or warrants issued by such Person with respect to its capital stock or other Equity Interests).

“ Dollars ” and the sign “ $ ” shall each mean freely transferable lawful money of the United States.

“ Domestic Subsidiary ” of any Person shall mean any Subsidiary of such Person incorporated or organized in the United States or any State thereof or the District of Columbia.

“ Dutch Auction ” shall mean an auction conducted by the Borrower to purchase Term Loans as contemplated by Section 9.04(l) substantially in accordance with the procedures set forth in Exhibit L.

“ EEA Financial Institution ” shall mean (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an

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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.

“ EEA Member Country ” shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“ EEA Resolution Authority ” shall mean any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ EU Bail-In Legislation Schedule ” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“ Eligible Assignee ” shall mean (a) in the case of Term Loans, (i) a Lender, (ii) an Affiliate of a Lender, (iii) a Related Fund of a Lender and (iv) any other Person (other than a natural person) approved by the Administrative Agent and, unless an Event of Default has occurred and is continuing or in the case of assignments during the initial syndication of the Commitments and Loans to Persons identified in writing to the Borrower prior to the Closing Date and acceptable to the Borrower, the Borrower and (b) in the case of any assignment of a Revolving Credit Commitment, (i) a Revolving Credit Lender, (ii) an Affiliate of a Revolving Credit Lender, (iii) a Related Fund of a Revolving Credit Lender and (iv) any other Person (other than a natural person) approved by the Administrative Agent, each Issuing Bank and, unless an Event of Default has occurred and is continuing or in the case of assignments during the initial syndication of the Commitments and Loans to Persons identified in writing to the Borrower prior to the Closing Date and acceptable to the Borrower, the Borrower (each such approval not to be unreasonably withheld or delayed and, in the case of the Borrower, any such approval shall be deemed to have been given if the Borrower has not responded within five Business Days of a request for such approval); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include (x) except as permitted under Section 9.04(l), the Borrower or any of the Borrower’s Affiliates (it being understood and agreed that assignments to the Borrower may be made pursuant to Section  9.04(l)) or (y) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y).

“ Engagement Letter ” shall mean the Engagement Letter dated December 2, 2013 among the Borrower, Credit Suisse Securities (USA) LLC, Morgan Stanley Senior Funding, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank PLC, RBS Securities Inc. and UBS Securities LLC.

“ Environmental Claims ” shall mean any and all administrative, regulatory or judicial actions, suits, demands, demand letters, orders, claims, liens, notices of

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Consolidated EBITDA shall be determined on a Pro Forma Basis in accordance with the definition of “ Pro Forma Basis” contained herein.

“ Flood Determination Form ” shall have the meaning assigned to such term in Section 5.12(c).

“ Flood Documents ” shall have the meaning assigned to such term in Section 5.12(c).

“ Flow MSR ” shall mean all MSR that are funded or purchased by the Borrower or its Restricted Subsidiary within the prior 120 days and sold to a counterparty pursuant to a flow purchase agreement in the Ordinary Course of Business.

“ Foreign Lender ” shall mean any Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“ Foreign Pension Plan ” shall mean any plan, fund (including, without limitation, any superannuation fund) or other similar program established or maintained outside the United States by the Borrower or any one or more of the Restricted Subsidiaries primarily for the benefit of employees of the Borrower or such Restricted Subsidiaries residing outside the United States, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.

“ Foreign Subsidiary ” of any Person shall mean any Subsidiary of such Person that is not a Domestic Subsidiary.

“ Fronting Exposure ” shall mean, at any time there is a Defaulting Lender, with respect to any Issuing Bank, such Defaulting Lender’s Pro Rata Percentage of the outstanding L/C Exposure with respect to Letters of Credit issued by such Issuing Bank other than L/C Exposure as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“ GAAP ” shall mean generally accepted accounting principles in the United States as in effect from time to time.

“ Government Sponsored Entity ” shall mean (i) Fannie Mae, the Federal Home Loan Mortgage Corporation and the Government National Mortgage Association and (ii) any other entity that is “sponsored”, chartered or controlled by the federal government of the United States.

“ Governmental Authority ” shall mean the government of the United States of America, any other nation or any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank, Government Sponsored Entity or other entity exercising executive, legislative, Barclays Bank PLC, RBS Securities Inc. and UBS Securities LLC, each in their capacity as joint lead arrangers of the Credit Facilities.

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“ Leaseholds ” of any Person shall mean all the right, title and interest of such Person as lessee or licensee in, to and under leases or licenses of land, improvements and/or fixtures.

“ Legacy Business ” shall mean businesses related to non-Government Sponsored Entity or non-Ginnie Mae mortgage loans or MSR (other than the RMS Business).

“ Lenders ” shall mean (a) the Persons listed on Schedule 1.01(a) and (b) any Person that has become a party hereto pursuant to an Additional Credit Extension Amendment or Assignment and Acceptance, other than any such Person that has ceased to be a party hereto pursuant to an Assignment and Acceptance.

“ Letter of Credit ” shall mean any letter of credit issued pursuant to Section 2.22.

“ Letter of Credit Application ” shall mean an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the Issuing Bank.

“ Letter of Credit Expiration Date ” means the day that is seven days prior to the Revolving Credit Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

“ LIBO Rate ” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, the rate per annum determined by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the commencement of such Interest Period by reference to the British Bankers’ Association Interest Settlement Rates (or by reference to any successor or substitute entity or other quotation service providing comparable quotations to such British Bankers’ Association Interest Settlement Rates) for deposits in Dollars (as set forth by the Bloomberg Information Service or any successor thereto or any other service selected by the Administrative Agent which has been nominated by the British Bankers’ Association (or any successor or substitute agency) as an authorized information vendor for the purpose of displaying such rates) for a period equal to such Interest Period; provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBO Rate” shall be the interest rate per annum determined by the Administrative Agent to be the average of the rates per annum at which deposits in Dollars are offered for such relevant Interest Period to major banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of such Interest Period.

“ Lien ” shall mean any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, charge, lien (statutory or other),

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“ MSR Facility ” shall mean any financing arrangement of any kind, including, but not limited to, financing arrangements in the form of repurchase facilities, loan agreements, note issuance facilities and commercial paper facilities, with a financial institution or other lender (including, without limitation, Fannie Mae or any other Government Sponsored Entity) or purchaser, in each case, exclusively to finance or refinance the purchase or origination by the Borrower or a Restricted Subsidiary of MSRs originated or purchased by the Borrower or any Restricted Subsidiary.

“ MSR Facility Trust ” shall mean any Person (whether or not a Restricted Subsidiary of the Borrower) established for the purpose of issuing notes or other securities in connection with an MSR Facility, which (i) notes and securities are backed by specified MSRs originated or purchased by, and/or contributed to, such Person from the Borrower or any Restricted Subsidiary or (ii) notes and securities are backed by specified MSRs purchased by, and/or contributed to, such Person from the Borrower or any Restricted Subsidiary.

“ MSR Indebtedness ” shall mean Indebtedness in connection with an MSR Facility; the amount of any particular MSR Indebtedness as of any date of determination shall be calculated in accordance with GAAP.

“ MSR Lender ” shall mean a third party financing source (including, without limitation, Fannie Mae) which provides financing to the Borrower or a Restricted Subsidiary the proceeds of which are used exclusively to purchase MSR relating to Residential Mortgage Loans.

“ MSR Outside Date ” means the date that is the earlier of (A) 120 days following the Effective Date (as defined in the RSA) and (B) February 15, 2018.

“ Multiemployer Plan ” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate currently makes or is obligated to make contributions or to which the Borrower or any ERISA Affiliate has made or was obligated, within the preceding six years, to make contributions.

“ NAIC ” shall mean the National Association of Insurance Commissioners.

“ Net Cash Proceeds ” shall mean, for any event requiring a repayment of Term Loans pursuant to Section 2.13(b) or (e), as the case may be, the gross cash proceeds (including any cash received by way of deferred payment pursuant to a promissory note, receivable or otherwise, but only as and when received) received from such event, net of reasonable transaction costs (including, as applicable, any underwriting, brokerage or other customary commissions and reasonable legal, advisory and other fees and expenses associated therewith) received from any such event and, in the case of a Recovery Event, net of the amount of such gross cash proceeds required to be used to permanently repay any Indebtedness (other than Indebtedness secured by the Security Documents, Permitted External Refinancing Debt, Permitted Incremental Equivalent Debt and any Permitted Refinancing thereof) which is secured by the respective property or assets destroyed, damaged, taken or otherwise underlying such Recovery Event.

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“ Net Equity Proceeds ” shall mean, with respect to each capital contribution to any Person or sale or issuance by any Person of its Equity Interests, the cash proceeds received by such Person therefrom net of reasonable transaction costs (including, as applicable, any underwriting, brokerage or other customary discounts and commissions and reasonable legal, advisory and other fees and expenses associated therewith).

“ Net Sale Proceeds ” shall mean for any sale or other disposition of assets, the gross cash proceeds (including any cash received by way of deferred payment pursuant to a promissory note, receivable or otherwise, but only as and when received) received from such sale or other disposition of assets, net of (i) reasonable transaction costs (including, without limitation, any underwriting, brokerage or other customary selling commissions, reasonable legal, advisory and other fees and expenses (including title and recording expenses), associated therewith and sales, VAT and transfer taxes arising therefrom), (ii) payments of unassumed liabilities relating to the assets sold or otherwise disposed of , to the extent that such payment of unassumed liabilities is required by law, rule, regulation or contract and is actually paid at the time of, or within 30 90 days after, the date of such sale or other disposition, (iii) the amount of such gross cash proceeds required to be used to permanently repay any Indebtedness (other than Indebtedness secured by the Security Documents, Permitted External Refinancing Debt, Permitted Incremental Equivalent Debt and any Permitted Refinancing thereof) which is secured by the respective assets which were sold or otherwise disposed of, and (iv) the estimated net marginal increase in income taxes which will be payable by the Borrower’s consolidated group or any Restricted Subsidiary with respect to the fiscal year of the Borrower in which the sale or other disposition occurs as a result of such sale or other disposition (the “ Net Tax Amount ”), provided that, after filing the Borrower’s tax return for the applicable year, the Borrower shall promptly determine in good faith whether such estimated Net Tax Amount exceeds the actual Net Tax Amount reflected on Borrower’s tax return for the applicable year (as originally filed and without regard to any subsequent amendments to such tax return), and any such difference between the estimated Net Tax Amount and actual Net Tax Amount shall be treated as additional gross cash proceeds and (v) with respect to any Disposition of MSR for which “subservicer” rights are retained, Servicing Advances receivables with respect to such Servicing Advances required to be made as subservicer under the related subservicing agreement as estimated by the Borrower acting in good faith ; provided , further , however, that such gross proceeds shall not include any portion of such gross cash proceeds which the Borrower determines in good faith should be reserved for post-closing adjustments (to the extent the Borrower delivers to the Administrative Agent a certificate signed by an Authorized Officer of the Borrower as to such determination), it being understood and agreed that on the day that all such post-closing adjustments have been determined (which shall not be later than 12 months following the date of the respective asset sale), the amount (if any) by which the reserved amount in respect of such sale or disposition exceeds the actual post-closing adjustments payable by the Borrower or any Restricted Subsidiary shall constitute Net Sale Proceeds on such date received by the Borrower and/or any Restricted Subsidiary from such sale or other disposition.

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“ Net Tax Amount ” shall have the meaning assigned to such term in the definition of “Net Sale Proceeds”.

“ NFIP ” shall have the meaning assigned to such term in Section 5.12(c).

“ Non-Core Asset Sales ” shall mean any sale of (a) the RMS Business, (b) Legacy Businesses, with Net Sale Proceeds in the aggregate in excess of $10,000,000 for the term of this Agreement; provided that sales for less than zero shall be treated as zero for purposes of such threshold, (c) the equity interests of any Subsidiary that is not a Subsidiary Guarantor and (d) Residual Interests.

“ Non-Credit Party Investment Amount ” shall mean, at any time, an amount equal to $50,000,000 minus the aggregate amount of all Investments made after the Closing Date in reliance on Section 6.05(iii), Section 6.05(ix)(C) or clause (A) of the second proviso of Section 6.05(xii).

“ Non-Defaulting Lender ” shall mean, at any time, each Lender that is not a Defaulting Lender at such time.

“ Non-Extension Notice Date ” shall have the meaning assigned to such term in Section 2.22(b)(iii).

“ Non-Recourse Entities ” shall mean, collectively, each Non-Recourse Servicer Advance Debt Entity, each Non-Recourse Warehouse Debt Entity and each Securitization Entity.

“ Non-Recourse Indebtedness ” shall mean, with respect to any specified Person or any of its Subsidiaries, Indebtedness that is specifically advanced to finance the acquisition of investment assets and secured only by the assets to which such Indebtedness relates without recourse to such Person or any of its Subsidiaries (other than subject to such customary carve-out matters for which such Person or its Subsidiaries acts as a guarantor in connection with such Indebtedness, such as fraud, misappropriation, breach of representation and warranty and misapplication, unless, until and for so long as a claim for payment or performance has been made thereunder against such Person (which has not been satisfied) at which time the obligations with respect to any such customary carve-out shall not be considered Non-Recourse Indebtedness, to the extent that such claim is a liability of such Person for GAAP purposes).

“ Non-Recourse Servicer Advance Debt Entity ” shall mean any special purpose bankruptcy remote Restricted Subsidiary of the Borrower that is exclusively engaged in making Servicing Advances and the incurrence of Permitted Servicing Advance Facility Indebtedness that constitutes Non-Recourse Indebtedness in connection therewith and activities relating directly thereto.

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“ Non-Recourse Warehouse Debt Entity ” shall mean any special purpose bankruptcy remote Restricted Subsidiary of the Borrower that is exclusively engaged in the origination of residential mortgage loans and the incurrence of Permitted Warehouse Indebtedness that constitutes Non-Recourse Indebtedness in connection therewith and activities relating directly thereto.

“ Non-Reinstatement Deadline ” shall have the meaning assigned to such term in Section 2.22(b)(iv).

“ Non-Wholly Owned Subsidiary ” shall mean, as to any Person, each Subsidiary of such Person which is not a Wholly-Owned Subsidiary of such Person.

“ Notes ” shall mean any promissory notes issued from time to time pursuant to Section 2.04(e).

“ Obligations ” shall mean all amounts owing to the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender pursuant to the terms of this Agreement or any other Credit Document, including, without limitation, all amounts in respect of any principal, premium, interest (including any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding (or which would accrue but for the operation of applicable bankruptcy or insolvency laws) at the rate provided for herein, whether or not such interest is an allowed or allowable claim in any such proceeding), penalties, fees, expenses, indemnifications, reimbursements (including L/C Disbursements with respect to Letters of Credit), damages and other liabilities, and guarantees of the foregoing amounts.

“ OFAC ” shall have the meaning assigned to such term in Section 3.22(a).

“ Ordinary Course of Business ” shall mean the ordinary course of business (i) as conducted by similarly situated residential loan and mortgage finance businesses in good faith in a manner consistent with customary market practice for the industries in which the Borrower and its Subsidiaries operate or (ii) as conducted by the Borrower and its Subsidiaries in good faith and consistent with past practice with respect to the scope of its normal business operations; provided that (x) with respect to Residential Mortgage Loans, in order for a Disposition thereof to have been made in the “Ordinary Course of Business”, at the time of such Disposition, (I) the Borrower and its Restricted Subsidiaries shall not have exited or taken a substantial step toward exiting the business or a significant part of the business of the origination of Residential Mortgage Loans and (II) such Disposition is consistent with the past practices of the Borrower and its Restricted Subsidiaries in terms of transaction size, type and structure. and (y) with respect to Ginnie Mae buyout loans, in order for a Disposition thereof to have been made in the “Ordinary Course of Business,” the Borrower and its Restricted Subsidiaries shall reinvest the Net Sale Proceeds thereof in Ginnie Mae buyout loans within six months of the consummation of such Disposition.

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(b)    such refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the refinanced Indebtedness;

(c)    the terms of such refinancing Indebtedness (including as to collateral), taken as a whole (as reasonably determined by the Borrower), are not more restrictive to the Credit Parties than the refinanced Indebtedness (other than with respect to interest rates, fees, premiums and no call periods);

(d)    no person, other than a Credit Party, shall be an obligor in respect of such refinancing Indebtedness;

(e)    if the refinanced Indebtedness is subordinated in right of payment or in lien priority to the Obligations, the refinancing Indebtedness shall be subordinated in right of payment or in lien priority, as applicable, to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the refinanced Indebtedness; and

(f)    no Default or Event shall have occurred and be continuing at the time of such exchange, refinancing, renewal, replacement, defeasance, discharge or refunding . ; and

(g)      if such refinanced Indebtedness is secured, the refinancing Indebtedness with respect thereto may only be secured if and to the extent secured by the same assets that secured such refinanced Indebtedness.

“ Permitted Residual Indebtedness ” shall mean any Indebtedness of the Borrower or any Restricted Subsidiary under a Residual Funding Facility; provided that the excess (determined as of the most recent date for which internal financial statements are available), if any of (x) the amount of any such Permitted Residual Indebtedness for which the holder thereof has contractual recourse to the Borrower or any Restricted Subsidiary to satisfy claims with respect to such Permitted Residual Indebtedness (excluding pursuant to customary carve-out matters such as fraud, misappropriation, breaches of representations and warranties and misapplication) over (y) the aggregate (without duplication of amounts) Realizable Value of the assets that secure such Permitted Residual Indebtedness shall be deemed not to be Permitted Residual Indebtedness (but shall not be deemed to be a new incurrence, assumption, or sufferance or permission to exist of Indebtedness subject to Section 6.04 except with respect to, and solely to the extent of, any such excess that exists upon the initial incurrence of such Indebtedness).

“ Permitted Securitization Indebtedness ” shall mean Securitization Indebtedness; provided that (i) in connection with any Securitization, any Warehouse Indebtedness or MSR Indebtedness used to finance the purchase or origination of any receivables subject to such Securitization is repaid in connection with such Securitization to the extent of the net proceeds received by the Borrower and its Restricted Subsidiaries from the applicable Securitization Entity and (ii) the excess

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“ Revolving Credit Exposure ” shall mean, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s L/C Exposure.

“ Revolving Credit Facility ” shall mean the Revolving Credit Commitments and the extensions of credit made thereunder.

“ Revolving Credit Lender ” shall mean a Lender with a Revolving Credit Commitment or an outstanding Revolving Loan.

“ Revolving Credit Maturity Date ” shall mean the day that is five years after the Closing Date; provided that if such day is not a Business Day, the Revolving Credit Maturity Date shall be the immediately preceding Business Day.

“ Revolving Loans ” shall mean the revolving loans made by the Lenders to the Borrower pursuant to Section 2.01(b).

“ RMS Business ” means the reverse mortgage business of the Borrower and its Restricted Subsidiaries and the assets and liabilities related thereto including reverse subservicing.

“ RSA ” shall mean that certain Restructuring Support Agreement, dated as of July 31, 2017, among the Borrower and the Lenders party thereto.

“ S&P ” shall mean Standard & Poor’s Ratings Service, or any successor thereto.

“ SEC ” shall have the meaning assigned to such term in Section 5.01(h). “ Secured Creditors ” shall have the meaning assigned that term in the respective Security Documents.

“ Securities Act ” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Securitization ” shall mean a public or private transfer, sale or financing of (i) Servicing Advances, (ii) mortgage loans, (iii) installment contracts and/or (iv) other loans and related assets (clauses (i) – (iv) above, collectively, the “ Securitization Assets ”) by which the Borrower or any Restricted Subsidiary directly or indirectly securitizes a pool of specified Securitization Assets including, without limitation, any such transaction involving the sale of specified Servicing Advances or mortgage loans to a Securitization Entity or a Government Sponsored Entity (including a Securitization Entity established by such Government Sponsored Entity).

“ Securitization Assets ” has the meaning specified in the definition of “Securitization.”

“ Securitization Entity ” shall mean (i) any Person (whether or not a Restricted Subsidiary of the Borrower) established for the purpose of issuing asset-backed or

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Section 2.13 .    Mandatory Prepayments.     (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and replace or cause to be canceled or Cash Collateralized (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings and, after the Revolving Credit Borrowings shall have been repaid or prepaid in full, replace or cause to be canceled or Cash Collateralized (or make other arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) Letters of Credit issued by such Issuing Bank in an amount sufficient to eliminate such excess.

(b)    In addition to any other mandatory repayments pursuant to this Section 2.13, on each date on or after the Closing Date upon which the Borrower or any Restricted Subsidiary receives any cash proceeds from any issuance or incurrence by the Borrower or any Restricted Subsidiary of Indebtedness for borrowed money (other than Indebtedness permitted to be incurred pursuant to Section 6.04, other than Permitted External Refinancing Indebtedness and Refinancing Term Loans), an amount equal to 100% of the Net Cash Proceeds of the respective issuance or incurrence of such Indebtedness shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 2.13(g).

(c)     In Unless otherwise agreed by the Required Lenders, in addition to any other mandatory repayments pursuant to this Section 2.13, on each date on or after the Closing Amendment No. 3 Effective Date upon which the Borrower or any Restricted Subsidiary receives (other than in connection with any Disposition to the Borrower or a Subsidiary Guarantor) any cash proceeds from (i)  any Non-Core Asset Sale, an amount equal to 100% of the Net Sale Proceeds therefrom shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 2.13(g) ; provided, however , that with respect to any Net Sale Proceeds received by the Borrower or the Restricted Subsidiaries from an Asset Sale permitted hereunder (other than in connection with an Asset Sale pursuant to Section 6.02(xiv) the Net Sale Proceeds of which shall be applied as provided in this Section  2.13(c) without regard to this proviso or the following proviso), such Net Sale Proceeds shall not be required to be so applied on such date so long as no Default or Event of Default then exists and an Authorized Officer of the Borrower shall have delivered a certificate to the Administrative Agent setting forth the Borrower ’ s or such Restricted Subsidiary ’ s intention to reinvest such Net Sale Proceeds as permitted pursuant to this proviso and such Net Sale Proceeds shall be reinvested (or contractually committed to be reinvested pursuant to a written binding agreement with a Person that is not an Affiliate of the Borrower or any Restricted Subsidiary) in the businesses permitted of the Borrower and its Restricted Subsidiaries pursuant to Section 6.13 within 365 days following the date of such Asset Sale, and provided further , that (I)  if all or any portion of such Net Sale Proceeds not

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required to be so applied as provided above in this Section 2.13(c) are not so reinvested (or contractually committed to be so reinvested) within such 365-day period (or such earlier date, if any, as the Borrower or the relevant Restricted Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 2.13(c) without regard to the immediately preceding proviso period and (II) if all or any portion of such Net Sale Proceeds are not required to be applied on the last day of such 365-day period referred to in clause (I) of this proviso because such amount is contractually committed within such period to be reinvested and then either (A) subsequent to such date such contract is terminated or expires without such portion being so reinvested or (B) such contractually committed portion is not so reinvested within 180 days after the date of such commitment, such remaining portion, in the case of either of preceding clause (A) or (B), shall be applied as a mandatory repayment as provided above in this Section 2.13(c) without regard to the immediately preceding proviso. , (ii) any Disposition of any Bulk MSR (other than any such Disposition required by the following clause (iii) hereof) and/or (B) any Asset Sale, in each case, in an amount equal to 80% of the Net Sale Proceeds therefrom shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 2.13(g), or (iii) any Disposition of Bulk MSR in connection with any Government Sponsored Entity, an amount equal to 80% of the gross proceeds therefrom shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 2.13( g); provided, that, to the extent the amount of prepayments made pursuant to this clause ( iii) on or after the Amendment No. 3 Effective Date and on or prior to the MSR Outside Date is less than $100,000,000 in the aggregate, an amount equal to the difference between $100,000,000 and the amounts so prepaid during such period shall be applied on the MSR Outside Date as a mandatory repayment in accordance with the requirements of Section 2.13(g).

(d) In addition to any other mandatory repayments pursuant to this Section 2.13, on each Excess Cash Flow Payment Date, an amount equal to the remainder of (if positive) (i) the Applicable Excess Cash Flow Prepayment Percentage of the Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) the aggregate amount of principal prepayments of Loans to the extent (and only to the extent) that such prepayments were made as a voluntary prepayment pursuant to Section 2.12(a) other than with proceeds of asset sales (other than from sales of inventory in the ordinary course of business), sales or issuances of Equity Interests, capital contributions, insurance or condemnation events or Indebtedness or other proceeds that would not be included in Adjusted Consolidated Net Income or utilizing the Available Amount (but in the case of a voluntary prepayment of Revolving Loans, only to the extent accompanied by a voluntary reduction to the Total Revolving Credit Commitment in an amount equal to such prepayment) during the relevant Excess Cash Flow Payment Period minus (iii) the face value of Term Loans assigned to or purchased by the Borrower pursuant to Section 9.04(l) during the relevant Excess Cash Flow Payment Period, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.13(g). Notwithstanding the foregoing, at the option of the Borrower, all or any portion of any

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(xxi) Liens on Servicing Advances (and/or reimbursement rights therefor), Residential Mortgage Loans or MSR and any intangible contract rights and other accounts, documents, records and property directly related to the foregoing assets and any proceeds thereof, in each case that are the subject of an Excess Spread Sale entered into in the ordinary course of business securing obligations under such Excess Spread Sale;

(xxii) Liens on the Equity Interests of any Unrestricted Subsidiary and the proceeds thereof securing Non-Recourse Indebtedness of such Unrestricted Subsidiary;

(xxiii) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto; provided such Liens shall not exceed the amount of such premiums so financed;

(xxiv) Liens on any cash earnest money deposits made by the Borrower or any Restricted Subsidiary in connection with any letter of intent or purchase agreement permitted hereunder;

(xxv) Liens on Securitization Assets, any intangible contract rights and other accounts, documents, records and assets directly related to the foregoing assets and any proceeds thereof incurred in connection with Permitted Securitization Indebtedness or permitted guarantees thereof;

(xxvi) Liens on the Collateral securing Permitted Incremental Equivalent Debt, Permitted External Refinancing Debt or any Permitted Refinancing thereof;

(xxvii) additional Liens of the Borrower or any Restricted Subsidiary not otherwise permitted by this Section 6.01 so long as the aggregate outstanding principal amount of the obligations secured thereby (determined as of the date such Lien is incurred) does not exceed the greater of (x) $75,000,000 and (y) 15% of Consolidated EBITDA (determined on a Pro Forma Basis in accordance with the definition of “ Pro Forma Basis” contained herein) of the Borrower and the Restricted Subsidiaries for the period of four consecutive fiscal quarters ended on the last day of the most recent fiscal period for which financial statements have been delivered pursuant to Section 5.01 in the aggregate for all such Liens at any time;

(xxviii) Liens in any cash collateral or restricted accounts (containing only cash or cash equivalent securities, including securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof, including, without limitation, GNMA, FNMA or FHLMC mortgage backed securities) securing any Interest Rate Protection Agreement permitted under the Credit Documents; and

(xxix) Liens on cash, Cash Equivalents and restricted accounts containing cash and Cash Equivalents in connection with the defeasance, discharge or redemption of Indebtedness; provided that such defeasance, discharge or redemption is permitted hereunder . ; and

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(xxx) Liens in connection with or pursuant to the Escrow Agreement (as defined in the RSA).

In connection with the granting of Liens of the type described in clauses (iii), (vi), (vii), (xiv), (xviii), (xix), (xx), (xxi), (xxv), (xxviii) and (xxix) of this Section 6.01 by the Borrower of any of the Restricted Subsidiaries, the Administrative Agent and the Collateral Agent shall be authorized to take any actions deemed appropriate by it in connection therewith without approval of any Lender (including, without limitation, by executing appropriate lien releases or lien subordination agreements in favor of the holder or holders of such Liens, in either case solely with respect to the item or items of equipment or other assets subject to such Liens).

Section 6.02 .    Consolidation, Merger, Sale of Assets, Etc. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, wind up, liquidate or dissolve its affairs or consummate any merger or consolidation, or convey, sell, lease or otherwise dispose of all or any part of its property or assets (other than sales of inventory in the ordinary course of business), or consummate any sale-leaseback transactions with any Person, except that:

(i)    Capital Expenditures made in the ordinary course of business shall be permitted;

(ii)    the Borrower and the Restricted Subsidiaries may liquidate or otherwise dispose of obsolete or worn-out property in the ordinary course of business;

(iii)    Investments may be made to the extent permitted by Section 6.05;

(iv)    the Borrower and the Restricted Subsidiaries may sell assets ( provided that any sale of less than all the capital stock or other Equity Interests of any Restricted Subsidiary in accordance with this clause (iv) shall be deemed to be an Investment by the Borrower or the applicable Restricted Subsidiary in the capital stock or other Equity Interests not so sold in an amount equal to the Fair Market Value of such capital stock or other Equity Interests and upon such sale the Borrower or such Restricted Subsidiary shall be deemed to have made an Investment in the applicable Subsidiary pursuant to Section 6.05(ix)(C) in an amount equal to all Investments in such Subsidiary outstanding at such time), so long as (v) no Default or Event of Default then exists or would result therefrom (including as a result of any such deemed investment), (w) the Borrower or the respective Restricted Subsidiary receives at least Fair Market Value, (x) the consideration received by the Borrower or such Restricted Subsidiary consists of at least 75% cash or Cash Equivalents and is paid at the time of the closing of such sale ; provided that, solely for the purposes of this clause (x), up to

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$50,000,000 in the aggregate of Designated Non-Cash Consideration for all asset sales received by the Borrower or such Restricted Subsidiary after the Closing Date and not disposed of (and without giving effect to any subsequent change in value thereof), shall be deemed to be cash, and (y) the Net Sale Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.13(c) and (z)   the aggregate amount of the cash and non-cash proceeds received from all assets sold pursuant to this clause (iv)  shall not exceed the greater of (x) $100,000,000 and (y) 20% of Consolidated EBITDA (determined on a Pro Forma Basis in accordance with the definition of “ Pro Forma Basis ” contained herein) of the Borrower and the Restricted Subsidiaries for the period of four consecutive fiscal quarters ended on the last day of the most recent fiscal period for which financial statements have been delivered pursuant to Section  5.01 in any fiscal year of the Borrower (for this purpose, using the Fair Market Value of property other than cash); provided that clause (z)  shall not apply to any such sale if, after giving effect to such sale, the Total Net Leverage Ratio, on a Pro Forma Basis, is less than 3.00 to 1.00; ;

(v) the Borrower and each of the Restricted Subsidiaries may lease (as lessee) or license (as licensee) real or personal property in the ordinary course of business (so long as any such lease or license does not create a Capitalized Lease Obligation except to the extent permitted by Section 6.04(iv));

(vi) the Borrower and each of the Restricted Subsidiaries may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof and not as part of any financing transaction;

(vii) the Borrower and each of the Restricted Subsidiaries may grant licenses, sublicenses, leases or subleases to other Persons in the ordinary course of business and not materially interfering with the conduct of the business of the Borrower or any Restricted Subsidiary;

(viii) the Borrower or any Restricted Subsidiary may convey, sell or otherwise transfer all or any part of its business, properties and assets to the Borrower or to any Wholly-Owned Domestic Restricted Subsidiary which is a Subsidiary Guarantor;

(ix) any Restricted Subsidiary that is a Subsidiary Guarantor may merge or consolidate with and into, or be dissolved or liquidated into, the Borrower or any Wholly-Owned Domestic Restricted Subsidiary which is a Subsidiary Guarantor, so long as (A) in the case of any such merger, consolidation, dissolution or liquidation involving the Borrower, the Borrower is the surviving or continuing entity of any such merger, consolidation, dissolution or liquidation and (B) in all other cases, a Subsidiary Guarantor is the surviving or continuing entity of any such merger, consolidation, dissolution or liquidation;

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(xvi) sales, contributions, assignments or other transfers (in one or more transactions) for Fair Market Value of Servicing Advances, Residential Mortgage Loans or MSR or any parts thereof (a) in the ordinary course of business, (b) in connection with the transfer or termination of the related MSRs or (c) in connection with Excess Spread Sales in the ordinary course of business shall be permitted;

(xvii) sales, contributions, assignments or other transfers in the ordinary course of business and for Fair Market Value of Servicing Advances, Residential Mortgage Loans or MSRs to Securitization Entities and Warehouse Facility Trusts in connection with Securitizations or Warehouse Facilities shall be permitted;

(xviii) sales, contributions, assignments or other transfers of Investments or other assets and disposition or compromise of loans or other receivables, in each case, in connection with the workout, compromise, settlement or collection thereof or exercise of remedies with respect thereto, in the ordinary course of business or in bankruptcy, foreclosure or similar proceedings, including foreclosure, repossession and disposition of REO Assets and other collateral for loans serviced and/or originated by the Borrower or any of the Restricted Subsidiaries shall be permitted;

(xix) the modification of any loans owned by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business shall be permitted;

(xx) sales, contributions, assignments or other transfers of Securitization Assets in the ordinary course of business and for Fair Market Value by the Borrower or any of the Restricted Subsidiaries in connection with the origination, acquisition, securitization and/or sale of loans that are purchased, insured, guaranteed, or securitized shall be permitted;

(xxi) sales, contributions, assignments or other transfers in the ordinary course of business of MSRs in connection with MSR Facilities and Warehouse Facilities and of REO Assets shall be permitted;

(xxii) sales, contributions, assignments or other transfers of Residual Interests after the Amendment No. 3 Effective Date in the ordinary course of business and for Fair Market Value shall be permitted; provided that the Fair Market Value of Residual Interests sold, contributed, assigned or otherwise transferred pursuant to this clause (xxii) shall not exceed $ 125 60 ,000,000 in the aggregate and (y) the Net Sale Proceeds therefrom are applied in accordance with Section 2.13(c) ;

(xxiii) sales or other transfers of a minority interest in any Investment otherwise permitted under Section 6.05; provided that (x) the majority interests in such Investment shall also be concurrently sold or transferred on the same terms and the holder or holders of such majority interests shall have required

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such sale or disposition of such minority interest pursuant to the exercise of any applicable drag-along rights and (y) the Net Sale Proceeds from the sale or transfer of such minority interest are applied in accordance with Section 2.13(c);

(xxiv) the Borrower and each Restricted Subsidiary may contribute assets to any joint venture in exchange for Equity Interests in such joint venture; provided (x) such transaction is on an arm’s length basis, (y) the Borrower or such Restricted Subsidiary, as applicable, receives fair value for the assets so contributed and (z) such contributions shall constitute, on the date of such contribution, an Investment by the Borrower or such Restricted Subsidiary, as applicable, in an amount equal to the fair market value of the assets so contributed; provided further , that such contributions may only be made to the extent permitted by Section 6.05;

(xxv) sales, contributions, assignments or other transfers of any assets or rights required or advisable as a result of statutory or regulatory changes as determined in good faith by the senior management of the Borrower, in each case so long as the Net Sale Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.13(c); and

(xxvi) sales, contributions, assignments or other transfers of Equity Interests of an Unrestricted Subsidiary . so long as the Net Sale Proceeds therefrom are applied in accordance with Section 2.13(c); and

(xxvii) sales, contributions, assignments or other transfers of the RMS Business; provided that the Borrower will deliver or cause to be delivered an opinion stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view from an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment of the Borrower, qualified to perform the task for which it has been engaged and that is independent of the Borrower and its Affiliates.

For the avoidance of doubt, any sale, contribution, assignment or other transfer otherwise permitted pursuant to Section 6.02(xiii), (xvi) or (xvii) shall not be deemed to be for less than Fair Market Value solely because such sale, contribution, assignment or transfer was made at a discount to par.

To the extent the Required Lenders waive the provisions of this Section 6.02 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.02 (other than to the Borrower or a Restricted Subsidiary), such Collateral shall be sold free and clear of the Liens created by the Security Documents and, in the case of the sale of all of the Equity Interests of a Subsidiary Guarantor permitted by this Section 6.02 (other than to the Borrower or a Restricted Subsidiary), such Subsidiary Guarantor shall be released from the Subsidiaries Guaranty, and the Administrative Agent and the Collateral Agent shall be authorized without any further action on behalf of any Lender or other Secured Creditor to take any actions deemed appropriate in order to effect the foregoing release.

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Section 6.03 . Dividends. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, authorize, declare or pay any Dividends with respect to the Borrower or any Restricted Subsidiary, except that:

(i) any Restricted Subsidiary may pay Dividends to the Borrower or to any Wholly-Owned Domestic Restricted Subsidiary and any Subsidiary of the Borrower that is not a Credit Party may pay Dividends to any Wholly-Owned Restricted Subsidiary;

(ii) any Non-Wholly-Owned Restricted Subsidiary may pay Dividends to its shareholders, members or partners generally so long as the Borrower or a Restricted Subsidiary which owns the Equity Interests in the Restricted Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Restricted Subsidiary paying    such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Restricted Subsidiary);

(iii) the Borrower may redeem, repurchase or otherwise acquire for value, outstanding shares of its Qualified Equity Interests (or options or warrants to purchase its Qualified Equity Interests) following the death, disability or termination of employment of officers, directors or employees of the Borrower or any Restricted Subsidiary, provided that (x) the aggregate amount of all Dividends paid or made pursuant to this clause (iii) shall not exceed $10,000,000 in any fiscal year of the Borrower and (y) at the time of any Dividend permitted to be made pursuant to this clause (iii), no Default or Event of Default shall then exist or would result therefrom;

(iv) the Borrower may pay Dividends on its Qualified Equity Interests solely through the issuance of additional shares of Qualified Equity Interests of the Borrower (but not in cash), provided that in lieu of issuing additional shares of Qualified Equity Interests as Dividends, the Borrower may increase the liquidation preference of the shares of Qualified Equity Interests in respect of which such Dividends have accrued;

(v) [reserved]; and

(vi) [reserved].

(v) the Borrower may pay cash Dividends so long as (A) the aggregate amount of Dividends paid pursuant to this clause (v), plus the aggregate amount of payments made pursuant to clause (x) of Section 6.15, does not exceed $25,000,000 in any fiscal year of the Borrower; provided that any unused portion of this basket may be utilized in any succeeding fiscal year

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of the Borrower and (B) no Default or Event of Default then exists or would result therefrom; and

( vi) the Borrower may pay additional cash Dividends pursuant to this clause (vi) in an aggregate amount not to exceed the Available Amount at such time (as determined immediately before giving effect to the making of such Dividend) so long as (A) no Default or Event of Default then exists or would result therefrom, (B) the Total Leverage Ratio at the time of such Dividend, determined on a Pro Forma Basis, is no greater than 3.00 to 1.00 and (C) prior to the payment of such Dividend, the Borrower shall have delivered to the Administrative Agent a certificate of an Authorized Officer of the Borrower certifying compliance with preceding sub-clauses (A) and (B) and containing the calculations (in reasonable detail) required to establish compliance with preceding sub-clause (B).

Section 6.04 . Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except:

(i) Indebtedness incurred pursuant to this Agreement and the other Credit Documents;

(ii) Existing Indebtedness outstanding on the Closing Date and listed on Schedule 6.04 (as reduced by any permanent repayments of principal thereof) and in respect of any Continuing Letter of Credit and, in each case, any subsequent extension, renewal or refinancing thereof, provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding (or, in the case of a revolving line of credit, the amount committed on the Closing Date (as reduced by any permanent commitment reductions thereunder)) at the time of any such extension, renewal or refinancing, and neither the final maturity nor the Weighted Average Life to Maturity of such Indebtedness is decreased, such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon;

(iii) Indebtedness of the Borrower and the Restricted Subsidiaries under Interest Rate Protection Agreements or Other Hedging Agreements, so long as the entering into of such Interest Rate Protection Agreements or Other Hedging Agreements are bona fide hedging activities and are not for speculative purposes;

(iv) Indebtedness of the Borrower and the Restricted Subsidiaries evidenced by Capitalized Lease Obligations and purchase money Indebtedness described in Section 6.01(vii), provided that in no event shall the sum of the aggregate principal amount of all Capitalized Lease Obligations and purchase foregoing an “ Investment ” and, collectively, “ Investments ”), except that the following shall be permitted:

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(i) the Borrower and the Restricted Subsidiaries may acquire and hold accounts or notes receivables owing to any of them, if created or acquired in the ordinary course of business;

(ii) the Borrower and the Restricted Subsidiaries may acquire and hold cash and Cash Equivalents;

(iii) Investments in Persons that are not Credit Parties (other than Unrestricted Subsidiaries) in an aggregate amount not to exceed the Non-Credit Party Investment Amount available at such time [reserved];

(iv) the Borrower and the Restricted Subsidiaries may acquire and own REO Assets and other investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in good faith settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;

(v) the Borrower and the Restricted Subsidiaries may make loans and advances to their officers and employees in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate amount not to exceed $3,500,000 at any time outstanding;

(vi) the Borrower and the Restricted Subsidiaries may acquire and hold obligations of their officers and employees in connection with such officers’ and employees’ acquisition of shares of Qualified Equity Interests of the Borrower (so long as no cash is actually advanced by the Borrower or any Restricted Subsidiary in connection with the acquisition of such obligations);

(vii) the Borrower and the Restricted Subsidiaries may enter into Interest Rate Protection Agreements and Other Hedging Agreements to the extent permitted by Section 6.04(iii);

(viii) (A) the Borrower and the Subsidiary Guarantors may make intercompany loans and advances between or among one another and (B) any Restricted Subsidiary which is not a Credit Party may make intercompany loans and advances to the Borrower or a Wholly-Owned Restricted Subsidiary (such intercompany loans and advances referred to in preceding clauses (A) and (B), collectively, the “ Intercompany Loans ”), provided that (v) each Intercompany Loan made by a Credit Party shall be evidenced by an Intercompany Note, (w) each such Intercompany Note owned or held by a Credit Party shall be pledged to the Collateral Agent pursuant to the Pledge Agreement, (x) each Intercompany Loan made by any Restricted Subsidiary that is not a Credit Party to a Credit Party shall be subject to the subordination provisions contained in the Intercompany Subordination Agreement and (y) any Intercompany Loans

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made to any Subsidiary Guarantor or any Wholly-Owned Restricted Subsidiary pursuant to this clause (viii) shall cease to be permitted by this clause (viii) if such Subsidiary Guarantor or Wholly-Owned Restricted Subsidiary, as the case may be, ceases to constitute a Subsidiary Guarantor that is a Wholly-Owned Domestic Restricted Subsidiary or a Wholly-Owned Restricted Subsidiary, as the case may be;

(ix) (A) the Borrower and any Subsidiary Guarantor may make capital contributions to, or acquire Equity Interests of, any Subsidiary Guarantor which is a Wholly-Owned Restricted Subsidiary ,   and (B) any Restricted Subsidiary which is not a Credit Party may make capital contributions to, or acquire Equity Interests of, any other Wholly-Owned Restricted Subsidiary, and may capitalize or forgive any Indebtedness owed to it by a Wholly-Owned Restricted Subsidiary and (C)  the Borrower and any Restricted Subsidiary may make Investments in any Subsidiary that is not a Credit Party; provided that the aggregate amount of Investments made (or deemed pursuant to Section  6.02(iv) to have been made) at any time after the Closing Date pursuant to the preceding subclause (C)   shall not exceed the Non-Credit Party Investment Amount at such time; ;

(x) the Borrower and the Restricted Subsidiaries may own the Equity Interests of their respective Restricted Subsidiaries created or acquired in accordance with the terms of this Agreement (so long as all amounts invested in such Restricted Subsidiaries are independently justified under another provision of this Section 6.05);

(xi) Contingent Obligations permitted by Section 6.04, to the extent constituting Investments;

(xii) the Borrower or any Restricted Subsidiary may acquire all or substantially all the assets of a Person or line of business or business unit of such Person, or not less than the majority of the Equity Interests of a Person (referred to herein as the “ Acquired Entity ”; and any acquisition of an    Acquired Entity meeting all the criteria of this Section 6.05(xii) being referred to herein as a “ Permitted Acquisition ”)); provided that (A) no Default or Event    of Default shall have occurred and be continuing at the time of the consummation of the proposed acquisition or immediately after giving effect thereto, (B) calculations are made by the Borrower for the respective    Calculation Period on a Pro Forma Basis as if the respective acquisition (as well as all other Subject Transactions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that the Total Leverage Ratio of the Borrower as of the last day of such Calculation Period does not exceed the applicable ratio for such period set forth in the definition of Incurrence Total Leverage Ratio, (C) in the case of any acquisition with respect to which the aggregate consideration (including any Indebtedness that is assumed by the Borrower or any Restricted Subsidiary following such acquisition and any

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Non-Recourse Entity) in an aggregate amount for all loans, advances and other Investments made pursuant to this clause (xxiii) (determined without regard to any write-downs or write-offs thereof), net of cash repayments of principal in the case of loans, sale proceeds in the case of Investments in the form of debt instruments and cash equity returns (whether as a distribution, dividend, redemption or sale) in the case of equity investments, not to exceed the greater of (x) $75,000,000 and (y) 25% of Consolidated EBITDA (determined on a Pro Forma Basis in accordance with the definition of “ Pro Forma Basis” contained herein) of the Borrower and the Restricted Subsidiaries for the period of four consecutive fiscal quarters ended on the last day of the most recent fiscal period for which financial statements have been delivered pursuant to Section 5.01;

(xxiv) (A) Investments in UFG Holdings LLC (or any successor thereof) in an amount not to exceed $15,000,000 at any time and (B) Investments in Walter Capital Opportunity Corp., Walter Capital Opportunity, GP, LLC and/or Walter Capital Opportunity, LP (or any successor of any of the foregoing) in an amount not to exceed $20,000,000 at any time; and

(xxv) Investments by the Borrower or any Restricted Subsidiary existing on the Closing Date and set forth on Schedule 6.05 . ; and

(xxvi) Investments in connection or resulting from sales, contributions, assignments or other transfers pursuant to Section 6.02(xxvii).

The amount, as of any date of determination, of (i) any Investment in the form of a loan, advance or extension of credit shall be the principal amount thereof outstanding on such date, minus any cash payments actually received by the applicable investor representing a payment or prepayment of in respect of principal of such Investment, but without any adjustment for write-downs or write-offs (including as a result of forgiveness of any portion thereof) with respect to such loan, advance or extension after the date of such loan, advance or extension, (ii) any Investment in the form of a guarantee shall be equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof, as determined in good faith by the Borrower, (iii) any Investment in the form of a transfer of Equity Interests or other non-cash property by the investor to the investee, including any such transfer in the form of a capital contribution, shall be the Fair Market Value of such Equity Interests or other property as of the time of the transfer or capital contribution, minus any payments actually received by such investor representing a return of capital of such Investment, but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment after the date of such Investment, and (iv) any Investment (other than any Investment referred to in clause (i), (ii) or (iii) above) by the specified Person in the form of a purchase or other acquisition of any Equity Interests, bonds, notes, debentures, evidences of Indebtedness or other securities of any other Person shall be the original cost of such Investment (including any Indebtedness assumed in connection therewith), minus the amount of any portion of such Investment that has

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Subsidiaries to, directly or indirectly, voluntarily or optionally prepay, repurchase, redeem or otherwise optionally or voluntarily satisfy or defease, or make any payment in violation of any subordination terms of, whether in cash, property, securities or a combination thereof, or otherwise acquire for consideration (including as a result of any asset sale, change of control or similar event or any purchase or assignment pursuant to any provision similar to Section 9.04(l) hereunder), or set apart any sum for the aforesaid purposes (it being agreed that any payment in cash in connection with the conversion or exchange of any Convertible Notes or any Permitted Refinancing thereof shall be deemed to be a voluntary prepayment thereof for purposes hereof), any Indebtedness constituting Senior Unsecured Notes, Convertible Notes, Permitted Incremental Equivalent Debt, Permitted External Refinancing Debt or any Permitted Refinancing thereof, except (v) pursuant to a Permitted Refinancing thereof , and (w) the conversion or exchange of any such Indebtedness to or for Qualified Equity Interests of the Borrower , (x) additional payments so long as (A) the aggregate amount of payments made pursuant to this clause ( x), plus the aggregate amount of Dividends paid pursuant to Section  6.03(v), does not exceed $25,000,000 in any fiscal year of the Borrower; provided that any unused portion of this basket may be utilized in any succeeding fiscal year of the Borrower and (B)   no Default or Event of Default then exists or would result therefrom, (y)  additional payments in an aggregate amount not to exceed the Available Amount at such time (as determined immediately before giving effect to the making of such payment) so long as (A)   no Default or Event of Default then exists or would result therefrom, (B)   the Total Leverage Ratio at the time of and immediately after giving effect to such payment, determined on a Pro Forma Basis, is not (1)  greater than 3.00 to 1.00 or (2)   in the case of any payment of cash by the Borrower or any Restricted Subsidiary to a holder of Convertible Notes upon conversion or exchange of such Convertible Notes or in connection with the right of a holder of Convertible Notes to require the Borrower to repurchase such Convertible Notes, greater than 3.50 to 1.00, and (C)   prior to the making of such payment, the Borrower shall have delivered to the Administrative Agent a certificate of an Authorized Officer of the Borrower certifying compliance with preceding sub-clauses (A)  and (B) and containing the calculations (in reasonable detail) required to establish compliance with preceding sub-clause (B)  and (z) additional payments so long as (A)   no Default or Event of Default then exists or would result therefrom, (B)   the Total Leverage Ratio at the time of and immediately after giving effect to such payment, determined on a Pro Forma Basis, is no greater than 1.75 to 1.00, (C) after giving effect to such payment, the Aggregate Revolving Credit Exposure shall not exceed 25.0% of the Total Revolving Credit Commitments at such time and (D)   prior to the making of such payment, the Borrower shall have delivered to the Administrative Agent a certificate of an Authorized Officer of the Borrower certifying compliance with preceding sub-clauses (A), (B) and (C)  and containing the calculations (in reasonable detail) required to establish compliance with preceding sub-clause (B). .