Common use of Forbearance Fee Clause in Contracts

Forbearance Fee. In consideration for, and entry into and performance of, this Forbearance, on or before the Effective Date, the Ditech Parties shall pay to the Administrative Agent solely for the benefit of the CS Buyers and CS New York an upfront forbearance fee in an amount equal to $240,000.00 (the “Upfront Forbearance Fee”). In addition, the Ditech Parties shall pay to the Administrative Agent solely for the benefit of the CS Buyers and CS New York an additional fee equal to $80,000.00 for each Business Day, if any, on which the Ditech Parties’ obligations under the DIP Warehouse Facility Agreements have not been paid in full during the period commencing on (and including) February 14, 2019 (the “Additional Fee Start Date”) and ending on (but excluding) the earlier of (x) the Termination Date and (y) the date on which the Ditech Parties’ obligations under the DIP Warehouse Facility Agreements have been paid in full (such fee, the “Additional Fee”); provided, however, that to the extent that the date on which the Ditech Parties’ obligations under the DIP Warehouse Facility Agreements have been paid in full occurs prior to the Additional Fee Start Date, the Ditech Parties shall be entitled to a rebate of such Upfront Forbearance Fee in an amount equal to $80,000 for each such Business Day occurring prior to such Additional Fee Start Date and shall be payable to the Guarantor on the first Business Day following the date on which the Ditech Parties’ obligations under the DIP Warehouse Facility Agreements have been paid in full. The Additional Fee, if any, shall be payable on the first Business Day following the date on which such fee accrues in accordance with the foregoing, and shall be deemed fully earned and non-refundable in all respects. For the avoidance of doubt, nothing in this Section 9 shall be construed in any manner whatsoever to extend the terms and conditions of this Forbearance beyond the Termination Date as set forth in Section 3. Furthermore, for the avoidance of doubt, no Additional Fee shall accrue on any Business Day during which the Ditech Parties’ obligations under the DIP Warehouse Facility Agreements are paid in full.

Forbearance Fee. In consideration forUpon this forbearance becoming effective, Borrowers jointly and entry into severally agree to pay on a pro rata basis to the Lenders who consent and performance of, deliver their consent to this Forbearance, forbearance letter on or before April 3, 2006 (the Effective Date"Consenting Lenders"), the Ditech Parties shall pay a fee for agreeing to the Administrative Agent solely for the benefit of the CS Buyers and CS New York an upfront forbearance fee Forbearance in an amount equal to $240,000.00 one- half of one percent (0.50%) of the Commitments (the “Upfront "Forbearance Fee”"), which Forbearance Fee shall be fully earned by the Consenting Lenders upon execution of this forbearance letter by the Requisite Lenders (the "Execution Date"). In addition, the Ditech Parties shall pay to the Administrative Agent solely for the benefit Half of the CS Buyers Forbearance Fee (0.25%) shall be due and CS New York an additional fee equal to $80,000.00 for each Business Day, if any, on which payable upon the Ditech Parties’ obligations under Execution Date. The remaining 0.25% of the DIP Warehouse Facility Agreements have not been paid in full during the period commencing on (and including) February 14, 2019 Forbearance Fee (the “Additional Fee Start Date”"Remaining Forbearance Fee") and ending on (but excluding) shall be payable upon the earlier of (xa) 30 days after the Termination Execution Date and or (yb) the date on which the Ditech Parties’ obligations under the DIP Warehouse Facility Agreements have been paid in full (such fee, the “Additional Fee”); provided, however, that to the extent that the date on which the Ditech Parties’ obligations under the DIP Warehouse Facility Agreements have been paid in full occurs prior to the Additional Fee Start Date, the Ditech Parties shall be entitled to a rebate of such Upfront Forbearance Fee in an amount equal to $80,000 for each such Business Day occurring prior to such Additional Fee Start Date all amounts due and shall be payable to the Guarantor on the first Business Day following the date on which the Ditech Parties’ obligations Lenders under the DIP Warehouse Facility Agreements Credit Agreement and the other Loan Documents have been indefeasibly paid in full. Borrowers shall have a ten-day grace period after the occurrence of (a) or (b) to pay the Remaining Forbearance Fee. The Additional Fee, if any, Administrative Agent shall collect the fee on behalf of the Lenders and shall pay each Consenting Lender its pro rata share of the fee. Amounts collected and not distributed to Consenting Lenders shall be payable on the first Business Day following the date on which such fee accrues in accordance with the foregoing, and credited to Borrowers' account. The Remaining Forbearance Fee shall be deemed fully earned and non-refundable in all respects. For waived if an amendment to the avoidance of doubt, nothing in this Section 9 shall be construed in any manner whatsoever to extend the terms and conditions of this Forbearance beyond the Termination Date as set forth in Section 3. Furthermore, for the avoidance of doubt, no Additional Fee shall accrue on any Business Day during which the Ditech Parties’ obligations under the DIP Warehouse Facility Agreements are paid in fullCredit Agreement is executed.

Forbearance Fee. In consideration forThe Borrower shall have paid to the First Lien Administrative Agent, for the account of each Consenting First Lien Credit Agreement Lender who executes and entry into and performance ofdelivers a counterpart to this Agreement to counsel to the Company Parties, this Forbearancethe Forbearance Fee, of which (i) 2.00% shall be paid in cash on or before the Effective Date, the Ditech Parties shall pay prior to the Administrative Agent solely for the benefit of the CS Buyers and CS New York an upfront Open Market Buy-Back Date; provided, that any forbearance fee paid by the Company Parties in an amount equal to $240,000.00 cash in connection with the Forbearance Agreements (the “Upfront Previously Paid Forbearance Fee”). In addition, the Ditech Parties ) shall pay to the Administrative Agent solely for the benefit be credited against such cash portion of the CS Buyers Forbearance Fee owed to any Consenting First Lien Credit Agreement Lender that received such Previously Paid Forbearance Fee and CS New York an additional fee equal to $80,000.00 for each Business Day, if any, on which (ii) the Ditech Parties’ obligations under remaining 2.00% of the DIP Warehouse Facility Agreements have not been paid in full during the period commencing on (and including) February 14, 2019 Forbearance Fee (the “Additional Forbearance Fee Start DateDeferred Portion”) shall be fully earned as of the Open Market Buy-Back Date and ending shall be due and payable on (but excluding) the earlier of (xA) the Termination Date and (yB) the date on which the Ditech Parties’ obligations under the DIP Warehouse Facility Agreements have been paid in full (such fee, the “Additional Fee”)Plan Effective Date; provided, however, that while the Forbearance Fee Deferred Portion remains unpaid it will accrue interest (compounded quarterly as provided in the following sentence) at the interest rate applicable pursuant to the extent terms of the First Lien Credit Agreement to the First Lien Credit Agreement Loans held by the Consenting First Lien Credit Agreement Lenders that are entitled to receive the date Forbearance Fee; provided, further, that if the Forbearance Fee Deferred Portion is paid on which the Ditech Parties’ obligations Plan Effective Date then such fee shall be paid as a portion of the recovery under the DIP Warehouse Facility Agreements have been paid in full occurs prior Plan to the Additional Fee Start Date, the Ditech Parties shall be entitled to a rebate of such Upfront Forbearance Fee in an amount equal to $80,000 for each such Business Day occurring prior to such Additional Fee Start Date respective First Lien Credit Agreement Claims and shall be payable to the Guarantor on the first Business Day following the date on which the Ditech Parties’ obligations under the DIP Warehouse Facility Agreements have been paid in full. The Additional Fee, if any, shall be payable on the first Business Day following the date on which such fee accrues in accordance with the foregoing, and shall be deemed fully earned and non-refundable in all respects. For the avoidance of doubt, nothing in this Section 9 shall be construed in any manner whatsoever to extend the terms and conditions of this Forbearance beyond the Termination Date as set forth in Section 3. Furthermore, for the avoidance of doubt, no Additional shall not be paid in cash. On each Interest Payment Date (as defined in the First Lien Credit Agreement) applicable to such First Lien Credit Agreement Loans the amount of the Forbearance Deferred Portion outstanding on such date shall be increased by the amount of the accrued but unpaid interest on the Forbearance Fee Deferred Portion (as such deferred portion shall accrue have been increased on any Business Day during which prior Interest Payment Date). The Forbearance Fee Deferred Portion (as increased pursuant to this Section 6.04) shall constitute a First Lien Credit Agreement Claim and a First Lien Secured Obligation (as defined in the Ditech Parties’ obligations under the DIP Warehouse Facility Agreements are paid in fullIntercreditor Agreement).

Forbearance Fee. In consideration forof this Agreement, the forbearance, and entry into and performance ofthe other agreements set forth herein, this Forbearance, on or before the Effective Date, the Ditech Parties shall Borrower agrees to pay to Lender on the Administrative Agent solely for the benefit of the CS Buyers and CS New York an upfront date hereof a forbearance fee in an amount equal to $240,000.00 one percent (1.0%) of the sum of the Maximum Revolver Amount plus the current outstanding principal balance of Term Loan A (the “Upfront "Forbearance Fee”). In addition, the Ditech Parties ") which shall pay to the Administrative Agent solely for the benefit be fully earned by Lender as of the CS Buyers and CS New York an additional fee equal to date of this Agreement. Fifty Thousand Dollars ($80,000.00 for each Business Day, if any, on which 50,000) of the Ditech Parties’ obligations under the DIP Warehouse Facility Agreements have not been paid in full during the period commencing on (and including) February 14, 2019 Forbearance Fee (the “Additional "Initial Forbearance Payment") shall be paid by Borrowers upon the execution of this Agreement. The remaining balance of the Forbearance Fee Start Date”(the "Deferred Forbearance Payment") and ending shall be payable to Lender on (but excludingor before the earlier of: i) the earlier last day of the Forbearance Period (x) the Termination Date and (ywhether such Forbearance Period is terminated upon expiration, acceleration, or otherwise); or ii) the date on which (if any) that the Ditech Parties’ obligations Series A and Series B Notes under the DIP Warehouse Facility Agreements have been paid in full (such feeIndenture are restructured, pursuant to a written agreement, as a result of negotiations between Continental Global, the “Additional Fee”)parties to the Global Forbearance Agreement, and the remaining holders of such Series A and Series B Notes under the Indenture, and upon terms acceptable to Lender in its sole and absolute discretion; provided, however, that in the Lender's sole and absolute discretion, Lender may, but shall have no obligation to, agree to hereafter apply the Deferred Forbearance Payment to any future forbearance fee, extension fee, waiver fee, modification or amendment fees (provided Lender shall have no obligation whatsoever to grant any future forbearance, extension, waiver, modification or amendment, and any such action taken in the Lender's sole discretion shall not cause any diminution of the Forbearance Fee fully earned as of the date hereof) which Lender may otherwise assess or charge to Borrower with regard to the extent that the date on which the Ditech Parties’ obligations under the DIP Warehouse Facility Agreements have been paid in full occurs prior to the Additional Fee Start Date, the Ditech Parties shall be entitled to a rebate of such Upfront Forbearance Fee in an amount equal to $80,000 for each such Business Day occurring prior to such Additional Fee Start Date and shall be payable to the Guarantor on the first Business Day following the date on which the Ditech Parties’ obligations under the DIP Warehouse Facility Agreements have been paid in full. The Additional Fee, if any, shall be payable on the first Business Day following the date on which such fee accrues in accordance with the foregoing, and shall be deemed fully earned and non-refundable in all respects. For the avoidance of doubt, nothing in this Section 9 shall be construed in any manner whatsoever to extend the terms and conditions of this Forbearance beyond the Termination Date as set forth in Section 3. Furthermore, for the avoidance of doubt, no Additional Fee shall accrue on any Business Day during which the Ditech Parties’ obligations under the DIP Warehouse Facility Agreements are paid in fullCredit Agreement.

Forbearance Fee. In consideration for, The Loan Parties hereby agree that a forbearance fee in the amount of $52,500 (the “Forbearance Fee”) shall be fully earned on the Forbearance Effective Date (as defined below) and entry into shall be due and performance of, this Forbearance, on or before the Effective Date, the Ditech Parties shall pay payable to the Administrative Agent (solely for the benefit of those Lenders that satisfied the CS Buyers Forbearance Fee Allocation Requirement, as defined below) on the date the obligations under the Super Priority Credit Agreement have been indefeasibly paid in full in cash; provided that without reducing the total amount of the Forbearance Fee, the Forbearance Fee will be allocated pro rata among the Lenders that have satisfied the Forbearance Fee Allocation Requirement based on the percentage of the Loans and CS New York an upfront forbearance fee loans under the Super Priority Credit Agreement held by each such Lender. Any unpaid portion of the Forbearance Fee not paid when due shall be added to and constitute a part of the Obligations. The Loan Parties hereby acknowledge and agree that such Forbearance Fee is non-refundable and is in an amount equal addition to $240,000.00 (any other fees payable by the Loan Parties under the Credit Agreement or any other Loan Document. As used herein, the “Upfront Forbearance Fee”). In additionFee Allocation Requirement” means that the applicable Lender has executed, the Ditech Parties shall pay delivered and released to the Administrative Agent solely for the benefit of the CS Buyers its signature pages to (i) this Fourth Forbearance Agreement, and CS New York an additional fee equal to $80,000.00 for each Business Day, if any, on which the Ditech Parties’ obligations under the DIP Warehouse Facility Agreements have not been paid in full during the period commencing on (and including) February 14, 2019 (the “Additional Fee Start Date”) and ending on (but excludingii) the earlier right of first refusal agreement (x) in form distributed by the Termination Date and (y) the date on which the Ditech Parties’ obligations under the DIP Warehouse Facility Agreements have been paid in full (such fee, the “Additional Fee”); provided, however, that Administrative Agent to the extent that the date on which the Ditech Parties’ obligations under the DIP Warehouse Facility Agreements have been paid Lenders), in full occurs prior to the Additional Fee Start Dateeach case by no later than August 2, the Ditech Parties shall be entitled to a rebate of such Upfront Forbearance Fee in an amount equal to $80,000 for each such Business Day occurring prior to such Additional Fee Start Date and shall be payable to the Guarantor on the first Business Day following the date on which the Ditech Parties’ obligations under the DIP Warehouse Facility Agreements have been paid in full2019. The Additional Fee, if any, shall be payable on the first Business Day following the date on which such fee accrues in accordance with the foregoing, and shall be deemed fully earned and non-refundable in all respects. For the avoidance of doubt, nothing in this Section 9 shall be construed in any manner whatsoever to extend the terms and conditions of this Forbearance beyond the Termination Date as set forth in Section 3. Furthermore, for the avoidance of doubt, no Additional Fee shall accrue on any Business Day during which the Ditech Parties’ obligations under the DIP Warehouse Facility Agreements are paid in full.2.3