Common use of Limited Waivers Clause in Contracts

Limited Waivers. (a) The Purchaser acknowledges and agrees that, from the period beginning on the Effective Date (as defined below) and ending at 5:00 p.m. (EDT) on July 7, 2017 (the “Expiration Date”), and notwithstanding anything to the contrary in the Facility Agreement, the Program Documents or any other agreements, documents or instruments between or among any Seller Party, the Purchaser and the Guarantor, including, but not limited to, any netting agreement, master securities forward transaction agreement or interest rate protection agreement, as applicable (collectively, the “Transaction Documents”), (i) the Restatement shall be permitted and there shall be no default, event of default, amortization event, termination event or similar event or other condition however styled or denominated, in any such case, under any Transaction Document, whether past, present or future (but solely during the term of this Agreement), solely as a result of or arising solely from the Restatement (a “Default Event”), including, without limitation, any Default Event triggered pursuant to Section 17(e) of the Facility Agreement due to a default, event of default, amortization event, termination event or similar event or condition however styled or denominated, in any such case solely resulting or arising from the Restatement, and (ii) there shall be no Default Event solely as a result of or arising solely from (x) any breach of any representation or warranty made prior to the Effective Date relating to the Specified Financial Statements or any monthly financial statements delivered under any Transaction Document during the period from and including January 1, 2016 to the Expiration Date (the “Specified Monthly Financial Statements” and, together with the Specified Financial Statements, the “Specified Periodic Financial Statements”) (including, without limitation, as part of any certification, report or statement made pursuant to or in connection with the delivery of the Specified Periodic Financial Statements) or any such representation or warranty proving to be untrue or incorrect, or (y) the failure to deliver notice of any Default Event relating to the Specified Periodic Financial Statements or any action taken or any other failure to take action while any such Default Event relating to the Specified Periodic Financial Statements or the Restatement to the extent that such action or failure to take action would have been permitted but for the existence of such Default Event, and in each case of the foregoing clauses (i) and (ii), any such Default Event is expressly waived by the Purchaser. (b) For the avoidance of doubt, during the period from and including the Effective Date through the Expiration Date, (i) the Purchaser shall continue to enter into Transactions with the Seller Parties in accordance with the terms of the Transaction Documents (as modified by the terms of this Agreement), and (ii) neither the Seller Parties nor the Guarantor shall be required to deliver any notice pursuant to any Transaction Document in connection with the occurrence or continuation of the events described in this Section 2. Other than as expressly waived in this Section 2, (i) the Purchaser reserves its rights, in its sole discretion, to exercise any or all of its rights and remedies under the Transaction Documents as a result of any Default Event that may occur after the date hereof (including, without limitation, any future Default Event arising under the Transaction Documents occurring after the Expiration Date), (ii) the Purchaser has not waived any of such rights or remedies, and (iii) nothing in this Agreement and no delay on its part in exercising any such rights or remedies, should, or shall, be construed as a waiver of any such rights or remedies. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof, and supersedes any prior oral or written agreement between them.

Limited Waivers. (a) The Purchaser acknowledges Lender Parties acknowledge and agrees that, from the period beginning on agree that as of the Effective Date (as defined below) and ending at 5:00 p.m. (EDT) on July 7, 2017 (the “Expiration Date”), and notwithstanding anything to the contrary in the Facility Agreement, the Program Facility Documents or any other agreements, documents or instruments between or among any Seller Partythe Verification Agent, the Purchaser Borrower, the Administrator, the Lender Parties and the Guarantor, including, but not limited to, any note purchase agreement, netting agreement, master securities forward transaction agreement or interest rate protection agreement, as applicable (collectively, the “Transaction Documents”), (i) the Restatement shall be permitted and there shall be no default, event of default, amortization event, termination event or similar event or other condition however styled or denominated, in any such case, under any Transaction Document, whether past, present or future (but solely during the term of this Agreement)future, solely as a result of or arising solely from from, directly or indirectly, the Restatement (a “Default Event”), including, without limitation, any Default Event triggered pursuant to Section 17(e8.01(f) of the Facility Agreement due to a default, event of default, amortization event, termination event or similar event or condition however styled or denominated, in any such case solely under any other Transaction Document resulting or arising from from, directly or indirectly, the Restatement, but excluding any other Default Event triggered pursuant to Section 8.01(f) of the Facility Agreement to the extent such other Default Event is predicated upon the actual acceleration of the indebtedness unrelated to the Transaction Documents referenced in Section 8.01(f) of the Facility Agreement, and (ii) there shall be no Default Event solely as a result of or arising solely from from, directly or indirectly, (x) any breach of any representation or warranty made prior to the Effective Date relating to the Specified Financial Statements or any monthly financial statements delivered under any Transaction Document during the period from since and including January 1, 2016 to the Expiration Date (the “Specified Monthly Financial Statements” and, together with the Specified Financial Statements, the “Specified Periodic Financial Statements”) (including, without limitation, as part of any certification, report or statement made pursuant to or in connection with the delivery of the Specified Periodic Financial Statements) or any such representation or warranty proving to be untrue or incorrect, or (y) the failure to deliver notice of any Default Event relating to the Specified Periodic Financial Statements or any action taken or any other failure to take action while any such Default Event relating to the Specified Periodic Financial Statements or the Restatement to the extent that such action or failure to take action would have been permitted but for the existence of such Default Event, and in each case of the foregoing clauses (i) and (ii), any such Default Event is expressly waived by the PurchaserLender Parties. (b) For the avoidance of doubt, during the period from and including the Effective Date through the Expiration Date, (i) the Purchaser Lender Parties shall continue to enter into Transactions with make Loans to the Seller Parties Borrower in accordance with the terms of the Transaction Documents (as modified by the terms of WEIL:\96212183\3\79607.0003 this Agreement), and (ii) neither the Seller Parties Borrower nor the Guarantor shall be required to deliver any notice pursuant to any Transaction Document in connection with the occurrence or continuation of the events described in this Section 2. Other than as expressly waived in this Section 2, (i) the Purchaser reserves its rights, in its sole discretion, to exercise any or all of its rights and remedies under the Transaction Documents as a result of any Default Event that may occur after the date hereof (including, without limitation, any future Default Event arising under the Transaction Documents occurring after the Expiration Date), (ii) the Purchaser has not waived any of such rights or remedies, and (iii) nothing in this Agreement and no delay on its part in exercising any such rights or remedies, should, or shall, be construed as a waiver of any such rights or remedies. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof, and supersedes any prior oral or written agreement between them.

Limited Waivers. (a) The Purchaser acknowledges Buyer Parties acknowledge and agrees agree that, from the period beginning on the Effective Date (as defined below) and ending at 5:00 11:59 p.m. (EDT) on July 731, 2017 (the “Expiration Date”), and notwithstanding anything to the contrary in the Facility Agreement, the Program Transaction Documents or any other agreements, documents or instruments between or among any Seller Party, the Purchaser and the Guarantor, including, but not limited to, any netting agreement, master securities forward transaction agreement or interest rate protection agreement, as applicable (collectively, the “Transaction Documents”)subject to Sections 3 and 4 hereof, (i) the Restatement shall be permitted and there shall be no default, event of default, amortization event, termination event or similar event or other condition however styled or denominated, in any such case, under any Transaction Document, whether past, present or future (but solely during the term of this Agreement)future, solely as a result of or arising solely from the Restatement (a “Default Event”), ) including, without limitation, any Default Event triggered pursuant to Section 17(e15(b) of the Facility Ditech Repurchase Agreement or Section 15(b) of the RMS Repurchase Agreement due to a default, event of default, amortization event, termination event or similar event or condition however styled or denominated, in any such case solely resulting or arising solely from the Restatement, and (ii) there shall be no Default Event solely as a result of or arising solely from (x) any breach of any representation or warranty made prior to the Effective Date relating to the Specified Financial Statements or any monthly financial statements delivered under any Transaction Document Program Agreement during the period from and including January 1, 2016 to the Expiration Date (the “Specified Monthly Financial Statements” and, together with the Specified Financial Statements, the “Specified Periodic Financial Statements”) (including, without limitation, as part of any certification, report or statement made pursuant to or in connection with the delivery of the Specified Periodic Financial Statements) or any such representation or warranty proving to be untrue or incorrectincorrect relating to the Specified Periodic Financial Statements, or (y) the failure to deliver notice of any Default Event relating to the Specified Periodic Financial Statements or any action taken or any other failure to take action while any such Default Event relating to the Specified Periodic Financial Statements or the Restatement to the extent that such action or failure to take action would have been permitted but for the existence of such Default Event, and in each case of the foregoing clauses (i) and (ii), any such Default Event is expressly waived by the Purchaser. (b) For the avoidance of doubt, during Buyer Parties solely for the period from and including on the Effective Date through the Expiration Date. (b) Notwithstanding anything in the Transaction Documents to the contrary, upon the occurrence of a Ditech Cease Funding Event (i) the Purchaser as such term is hereinafter defined), Administrative Agent shall continue not be under any obligation to enter into Transactions any Transaction under the Ditech Repurchase Agreement, including any otherwise committed portion thereof, with the Seller Parties Parties, Guarantor or any Affiliate thereof. (c) Notwithstanding anything in accordance with the terms of the Transaction Documents to the contrary, upon the occurrence of an RMS Cease Funding Event (as modified by the terms of this Agreementsuch term is hereinafter defined), and (ii) neither the Seller Parties nor the Guarantor Administrative Agent shall not be required under any obligation to deliver any notice pursuant to enter into any Transaction Document under the RMS Repurchase Agreement, including any otherwise committed portion thereof, with Seller Parties, Guarantor or any Affiliate thereof. (d) Notwithstanding anything in connection with the occurrence or continuation of the events described in this Section 2. Other than as expressly waived in this Section 2, (i) the Purchaser reserves its rights, in its sole discretion, to exercise any or all of its rights and remedies under the Transaction Documents to the contrary, in the event RMS does not receive the waivers with substantially the same effect as this Limited Waiver and relating to any event of default triggered as a result of the Specified Periodic Financial Statements or the Restatement from the counterparties with whom RMS has an additional warehouse or repurchase facility in a combined amount at least equal to the Maximum Aggregate Purchase Price, Administrative Agent shall not be under any Default Event that may occur after the date hereof (including, without limitation, obligation to enter into any future Default Event arising Transaction under the Transaction Documents occurring after the Expiration Date)RMS Repurchase Agreement, (ii) the Purchaser has not waived including any of such rights otherwise committed portion thereof, with Seller Parties, Guarantor or remedies, and (iii) nothing in this Agreement and no delay on its part in exercising any such rights or remedies, should, or shall, be construed as a waiver of any such rights or remedies. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof, and supersedes any prior oral or written agreement between themAffiliate thereof.

Limited Waivers. (a) The Purchaser acknowledges Buyer Parties acknowledge and agrees that, from the period beginning on agree that as of the Effective Date (as defined below) and ending at 5:00 p.m. (EDT) on July 7, 2017 (the “Expiration Date”), and notwithstanding anything to the contrary in the Facility AgreementTransaction Documents and subject to Sections 3, the Program Documents or any other agreements, documents or instruments between or among any Seller Party, the Purchaser 4 and the Guarantor, including, but not limited to, any netting agreement, master securities forward transaction agreement or interest rate protection agreement, as applicable (collectively, the “Transaction Documents”)5 hereof, (i) the Restatement shall be permitted and there shall be no default, event of default, amortization event, termination event or similar event or other condition however styled or denominated, in any such case, under any Transaction Document, whether past, present or future (but solely during the term of this Agreement)future, solely as a result of or arising solely from the Restatement (a “Default Event”), ) including, without limitation, any Default Event triggered pursuant to Section 17(e15(b) of the Facility Ditech Repurchase Agreement or Section 15(b) of the RMS Repurchase Agreement due to a default, event of default, amortization event, termination event or similar event or condition however styled or denominated, in any such case solely resulting or arising solely from the Restatement, and (ii) there shall be no Default Event solely as a result of or arising solely from (x) any breach of any representation or warranty made prior to the Effective Date relating to the Specified Financial Statements or any monthly financial statements delivered under any Transaction Document during the period from Program Agreement since and including January 1, 2016 to the Expiration Date (the “Specified Monthly Financial Statements” and, together with the Specified Financial Statements, the “Specified Periodic Financial Statements”) (including, without limitation, as part of any certification, report or statement made pursuant to or in connection with the delivery of the Specified Periodic Financial Statements) or any such representation or warranty proving to be untrue or incorrectincorrect relating to the Specified Periodic Financial Statements, or (y) the failure to deliver notice of any Default Event relating to the Specified Periodic Financial Statements or any action taken or any other failure to take action while any such Default Event relating to the Specified Periodic Financial Statements or the Restatement to the extent that such action or failure to take action would have been permitted but for the existence of such Default Event, and in each case of the foregoing clauses (i) and (ii), any such Default Event is expressly waived by the PurchaserBuyer Parties. (b) For the avoidance of doubt, during the period from and including the Effective Date through the Expiration Date, (i) the Purchaser shall continue to enter into Transactions with the Seller Parties Notwithstanding anything in accordance with the terms of the Transaction Documents (to the contrary, in the event RMS does not receive the waivers with substantially the same effect as modified by the terms of this Agreement), Limited Waiver and (ii) neither the Seller Parties nor the Guarantor shall be required to deliver any notice pursuant relating to any Transaction Document in connection with the occurrence or continuation event of the events described in this Section 2. Other than as expressly waived in this Section 2, (i) the Purchaser reserves its rights, in its sole discretion, to exercise any or all of its rights and remedies under the Transaction Documents default triggered as a result of the Specified Periodic Financial Statements or the Restatement from the counterparties with whom RMS has an additional warehouse or repurchase facility in a combined amount at least equal to the Maximum Aggregate Purchase Price, Administrative Agent shall not be under any Default Event that may occur after the date hereof (including, without limitation, obligation to enter into any future Default Event arising Transaction under the Transaction Documents occurring after the Expiration Date)RMS Repurchase Agreement, (ii) the Purchaser has not waived including any of such rights otherwise committed portion thereof, with Seller Parties, Guarantor or remedies, and (iii) nothing in this Agreement and no delay on its part in exercising any such rights or remedies, should, or shall, be construed as a waiver of any such rights or remedies. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof, and supersedes any prior oral or written agreement between themAffiliate thereof.

Limited Waivers. (a) The Purchaser acknowledges and agrees that, from the period beginning on the as of Effective Date (as defined below) and ending at 5:00 p.m. (EDT) on July 7, 2017 (the “Expiration Date”), and notwithstanding anything to the contrary in the Facility Agreement, the Program Documents or any other agreements, documents or instruments between or among any Seller Party, the Purchaser and the Guarantor, including, but not limited to, any netting agreement, master securities forward transaction agreement or interest rate protection agreement, as applicable (collectively, the “Transaction Documents”), (i) the Restatement shall be permitted and there shall be no default, event of default, amortization event, termination event or similar event or other condition however styled or denominated, in any such case, under any Transaction Document, whether past, present or future (but solely during the term of this Agreement), solely as a result of or arising solely from the Restatement (a “Default Event”), including, without limitation, any Default Event triggered pursuant to Section 17(e) of the Facility Agreement due to a default, event of default, amortization event, termination event or similar event or condition however styled or denominated, in any such case solely resulting or arising from the Restatement, and (ii) there shall be no Default Event solely as a result of or arising solely from (x) any breach of any representation or warranty made prior to the Effective Date relating to the Specified Financial Statements or any monthly financial statements delivered under any Transaction Document during the period from since and including January 1, 2016 to the Expiration Date (the “Specified Monthly Financial Statements” and, together with the Specified Financial Statements, the “Specified Periodic Financial Statements”) (including, without limitation, as part of any certification, report or statement made pursuant to or in connection with the delivery of the Specified Periodic Financial Statements) or any such representation or warranty proving to be untrue or incorrect, or (y) the failure to deliver notice of any Default Event relating to the Specified Periodic Financial Statements or any action taken or any other failure to take action while any such Default Event relating to the Specified Periodic Financial Statements or the Restatement to the extent that such action or failure to take action would have been permitted but for the existence of such Default Event, and in each case of the foregoing clauses (i) and (ii), any such Default Event is expressly waived by the Purchaser. (b) For the avoidance of doubt, during the period from and including the Effective Date through the Expiration Date, (i) the Purchaser shall continue to enter into Transactions with the Seller Parties in accordance with the terms of the Transaction Documents (as modified by the terms of this Agreement), and (ii) neither the Seller Parties nor the Guarantor shall be required to deliver any notice pursuant to any Transaction Document in connection with the occurrence or continuation of the events described in this Section 2. Other than as expressly waived in this Section 2, (i) the Purchaser reserves its rights, in its sole discretion, to exercise any or all of its rights and remedies under the Transaction Documents as a result of any Default Event that may occur after the date hereof (including, without limitation, any future Default Event arising under the Transaction Documents occurring after the Expiration Date)hereof, (ii) the Purchaser has not waived any of such rights or remedies, and (iii) nothing in this Agreement and no delay on its part in exercising any such rights or remedies, should, or shall, be construed as a waiver of any such rights or remedies. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof, and supersedes any prior oral or written agreement between them.. WEIL:\96211636\5\79607.0003

Limited Waivers. (a) The Purchaser acknowledges and agrees that, from the period beginning on the Effective Date (as defined below) and ending at 5:00 p.m. (EDT) on July 7June 9, 2017 (the “Expiration Date”), and notwithstanding anything to the contrary in the Facility Agreement, the Program Documents or any other agreements, documents or instruments between or among any Seller Party, the Purchaser and the Guarantor, including, but not limited to, any netting agreement, master securities forward transaction agreement or interest rate protection agreement, as applicable (collectively, the “Transaction Documents”), (i) the Restatement shall be permitted and there shall be no default, event of default, amortization event, termination event or similar event or other condition however styled or denominated, in any such case, under any Transaction Document, whether past, present or future (but solely during the term of this Agreement), solely as a result of or arising solely from the Restatement (a “Default Event”), including, without limitation, any Default Event triggered pursuant to Section 17(e) of the Facility Agreement due to a default, event of default, amortization event, termination event or similar event or condition however styled or denominated, in any such case solely resulting or arising from the Restatement, and (ii) there shall be no Default Event solely as a result of or arising solely from (x) any breach of any representation or warranty made prior to the Effective Date relating to the Specified Financial Statements or any monthly financial statements delivered under any Transaction Document during the period from and including January 1, 2016 to the Expiration Date (the “Specified Monthly Financial Statements” and, together with the Specified Financial Statements, the “Specified Periodic Financial Statements”) (including, without limitation, as part of any certification, report or statement made pursuant to or in connection with the delivery of the Specified Periodic Financial Statements) or any such representation or warranty proving to be untrue or incorrect, or (y) the failure to deliver notice of any Default Event relating to the Specified Periodic Financial Statements or any action taken or any other failure to take action while any such Default Event relating to the Specified Periodic Financial Statements or the Restatement to the extent that such action or failure to take action would have been permitted but for the existence of such Default Event, and in each case of the foregoing clauses (i) and (ii), any such Default Event is expressly waived by the Purchaser. (b) For the avoidance of doubt, during the period from and including the Effective Date through the Expiration Date, (i) the Purchaser shall continue to enter into Transactions with the Seller Parties in accordance with the terms of the Transaction Documents (as modified by the terms of this Agreement), and (ii) neither the Seller Parties nor the Guarantor shall be required to deliver any notice pursuant to any Transaction Document in connection with the occurrence or continuation of the events described in this Section 2. Other than as expressly waived in this Section 2, (i) the Purchaser reserves its rights, in its sole discretion, to exercise any or all of its rights and remedies under the Transaction Documents as a result of any Default Event that may occur after the date hereof (including, without limitation, any future Default Event arising under the Transaction Documents occurring after the Expiration Date), (ii) the Purchaser has not waived any of such rights or remedies, and (iii) nothing in this Agreement and no delay on its part in exercising any such rights or remedies, should, or shall, be construed as a waiver of any such rights or remedies. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof, and supersedes any prior oral or written agreement between them.

Limited Waivers. (a) The Purchaser acknowledges Lender Parties acknowledge and agrees agree that, from the period beginning on the Effective Date (as defined below) and ending at 5:00 11:59 p.m. (EDT) on July 7, 2017 and ending at 11:59 p.m. (EDT) on July 31, 2017 (the “Expiration Date”), and notwithstanding anything to the contrary in the Facility Agreement, the Program Facility Documents or any other agreements, documents or instruments between or among any Seller Partythe Verification Agent, the Purchaser Borrower, the Administrator, the Lender Parties and the Guarantor, including, but not limited to, any note purchase agreement, netting agreement, master securities forward transaction agreement or interest rate protection agreement, as applicable (collectively, the “Transaction Documents”), (i) the Restatement shall be permitted and there shall be no default, event of default, amortization event, termination event or similar event or other condition however styled or denominated, in any such case, under any Transaction Document, whether past, present or future (but solely during through the term of this Agreement)Expiration Date, solely as a result of or arising solely from from, directly or indirectly, the Restatement (a “Default Event”), including, without limitation, any Default Event triggered pursuant to Section 17(e8.01(f) of the Facility Agreement due to a default, event of default, amortization event, termination event or similar event or condition however styled or denominated, in any such case solely under any other Transaction Document resulting or arising from from, directly or indirectly, the Restatement, but excluding any other Default Event triggered pursuant to Section 8.01(f) of the Facility Agreement to the extent such other Default Event is predicated upon the actual acceleration of the indebtedness unrelated to the Transaction Documents referenced in Section 8.01(f) of the Facility Agreement, and (ii) there shall be no Default Event solely as a result of or arising solely from from, directly or indirectly, (x) any breach of any representation or warranty made prior to the Effective Date relating to the Specified Financial Statements or any monthly financial statements delivered under any Transaction Document during the period from and including January 1, 2016 to the Expiration Date (the “Specified Monthly Financial Statements” and, together with the Specified Financial Statements, the “Specified Periodic Financial Statements”) (including, without limitation, as part of any certification, report or statement made pursuant to or in connection with the delivery of the Specified Periodic Financial Statements) or any such representation or warranty proving to be untrue or incorrect, or (y) the failure to deliver notice of any Default Event relating to the Specified Periodic Financial Statements or any action taken or any other failure to take action while any such Default Event relating to the Specified Periodic Financial Statements or the Restatement to the extent that such action or failure to take action would have been permitted but for the existence of such Default Event, and in each case of the foregoing clauses (i) and (ii), any such Default Event is expressly waived by the PurchaserLender Parties. (b) For the avoidance of doubt, during the period from and including the Effective Date through the Expiration Date, (i) the Purchaser Lender Parties shall continue to enter into Transactions with make Loans to the Seller Parties Borrower in accordance with the terms of the Transaction Documents (as modified by the terms of this Agreement), and (ii) neither the Seller Parties Borrower nor the Guarantor shall be required to deliver any notice pursuant to any Transaction Document in connection with the occurrence or continuation of the events described in this Section 2. Other than as expressly waived in this Section 2, (i) the Purchaser reserves its rights, in its sole discretion, to exercise any or all of its rights and remedies under the Transaction Documents as a result of any Default Event that may occur after the date hereof (including, without limitation, any future Default Event arising under the Transaction Documents occurring after the Expiration Date), (ii) the Purchaser has not waived any of such rights or remedies, and (iii) nothing in this Agreement and no delay on its part in exercising any such rights or remedies, should, or shall, be construed as a waiver of any such rights or remedies. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof, and supersedes any prior oral or written agreement between them.

Limited Waivers. (a) The Purchaser acknowledges Buyer Parties acknowledge and agrees agree that, from the period beginning on the Effective Date (as defined below) and ending at 5:00 11:59 p.m. (EDT) on July 7, 2017 (the “Expiration Date”), and notwithstanding anything to the contrary in the Facility Agreement, the Program Transaction Documents or any other agreements, documents or instruments between or among any Seller Party, the Purchaser and the Guarantor, including, but not limited to, any netting agreement, master securities forward transaction agreement or interest rate protection agreement, as applicable (collectively, the “Transaction Documents”)subject to Sections 3 and 4 hereof, (i) the Restatement shall be permitted and there shall be no default, event of default, amortization event, termination event or similar event or other condition however styled or denominated, in any such case, under any Transaction Document, whether past, present or future (but solely during the term of this Agreement)future, solely as a result of or arising solely from the Restatement (a “Default Event”), ) including, without limitation, any Default Event triggered pursuant to Section 17(e15(b) of the Facility Ditech Repurchase Agreement or Section 15(b) of the RMS Repurchase Agreement due to a default, event of default, amortization event, termination event or similar event or condition however styled or denominated, in any such case solely resulting or arising solely from the Restatement, and (ii) there shall be no Default Event solely as a result of or arising solely from (x) any breach of any representation or warranty made prior to the Effective Date relating to the Specified Financial Statements or any monthly financial statements delivered under any Transaction Document Program Agreement during the period from and including January 1, 2016 to the Expiration Date (the “Specified Monthly Financial Statements” and, together with the Specified Financial Statements, the “Specified Periodic Financial Statements”) (including, without limitation, as part of any certification, report or statement made pursuant to or in connection with the delivery of the Specified Periodic Financial Statements) or any such representation or warranty proving to be untrue or incorrectincorrect relating to the Specified Periodic Financial Statements, or (y) the failure to deliver notice of any Default Event relating to the Specified Periodic Financial Statements or any action taken or any other failure to take action while any such Default Event relating to the Specified Periodic Financial Statements or the Restatement to the extent that such action or failure to take action would have been permitted but for the existence of such Default Event, and in each case of the foregoing clauses (i) and (ii), any such Default Event is expressly waived by the Purchaser. (b) For the avoidance of doubt, during Buyer Parties solely for the period from and including on the Effective Date through the Expiration Date. (b) Notwithstanding anything in the Transaction Documents to the contrary, upon the occurrence of a Ditech Cease Funding Event (i) the Purchaser as such term is hereinafter defined), Administrative Agent shall continue not be under any obligation to enter into Transactions any Transaction under the Ditech Repurchase Agreement, including any otherwise committed portion thereof, with the Seller Parties Parties, Guarantor or any Affiliate thereof. (c) Notwithstanding anything in accordance with the terms of the Transaction Documents to the contrary, upon the occurrence of an RMS Cease Funding Event (as modified by the terms of this Agreementsuch term is hereinafter defined), and (ii) neither the Seller Parties nor the Guarantor Administrative Agent shall not be required under any obligation to deliver any notice pursuant to enter into any Transaction Document under the RMS Repurchase Agreement, including any otherwise committed portion thereof, with Seller Parties, Guarantor or any Affiliate thereof. (d) Notwithstanding anything in connection with the occurrence or continuation of the events described in this Section 2. Other than as expressly waived in this Section 2, (i) the Purchaser reserves its rights, in its sole discretion, to exercise any or all of its rights and remedies under the Transaction Documents to the contrary, in the event RMS does not receive the waivers with substantially the same effect as this Limited Waiver and relating to any event of default triggered as a result of the Specified Periodic Financial Statements or the Restatement from the counterparties with whom RMS has an additional warehouse or repurchase facility in a combined amount at least equal to the Maximum Aggregate Purchase Price, Administrative Agent shall not be under any Default Event that may occur after the date hereof (including, without limitation, obligation to enter into any future Default Event arising Transaction under the Transaction Documents occurring after the Expiration Date)RMS Repurchase Agreement, (ii) the Purchaser has not waived including any of such rights otherwise committed portion thereof, with Seller Parties, Guarantor or remedies, and (iii) nothing in this Agreement and no delay on its part in exercising any such rights or remedies, should, or shall, be construed as a waiver of any such rights or remedies. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof, and supersedes any prior oral or written agreement between themAffiliate thereof.

Limited Waivers. (a) The Purchaser acknowledges Lender Parties acknowledge and agrees agree that, from the period beginning on the Effective Date (as defined below) and ending at 5:00 11:59 p.m. (EDT) on July 7June 9, 2017 (the “Expiration Date”), and notwithstanding anything to the contrary in the Facility Agreement, the Program Facility Documents or any other agreements, documents or instruments between or among any Seller Partythe Verification Agent, the Purchaser Borrower, the Administrator, the Lender Parties and the Guarantor, including, but not limited to, any note purchase agreement, netting agreement, master securities forward transaction agreement or interest rate protection agreement, as applicable (collectively, the “Transaction Documents”), (i) the Restatement shall be permitted and there shall be no default, event of default, amortization event, termination event or similar event or other condition however styled or denominated, in any such case, under any Transaction Document, whether past, present or future (but solely during through the term of this Agreement)Expiration Date, solely as a result of or arising solely from from, directly or indirectly, the Restatement (a “Default Event”), including, without limitation, any Default Event triggered pursuant to Section 17(e8.01(f) of the Facility Agreement due to a default, event of default, amortization event, termination event or similar event or condition however styled or denominated, in any such case solely under any other Transaction Document resulting or arising from from, directly or indirectly, the Restatement, but excluding any other Default Event triggered pursuant to Section 8.01(f) of the Facility Agreement to the extent such other Default Event is predicated upon the actual acceleration of the indebtedness unrelated to the Transaction Documents referenced in Section 8.01(f) of the Facility Agreement, and (ii) there shall be no Default Event solely as a result of or arising solely from from, directly or indirectly, (x) any breach of any representation or warranty made prior to the Effective Date relating to the Specified Financial Statements or any monthly financial statements delivered under any Transaction Document during the period from and including January 1, 2016 to the Expiration Date (the “Specified Monthly Financial Statements” and, together with the Specified Financial Statements, the “Specified Periodic Financial Statements”) (including, without limitation, as part of any certification, report or statement made pursuant to or in connection with the delivery of the Specified Periodic Financial Statements) or any such representation or warranty proving to be untrue or incorrect, or (y) the failure to deliver notice of any Default Event relating to the Specified Periodic Financial Statements or any action taken or any other failure to take action while any such Default Event relating to the Specified Periodic Financial Statements or the Restatement to the extent that such action or failure to take action would have been permitted but for the existence of such Default Event, and in each case of the foregoing clauses (i) and (ii), any such Default Event is expressly waived by the PurchaserLender Parties. (b) For the avoidance of doubt, during the period from and including the Effective Date through the Expiration Date, (i) the Purchaser Lender Parties shall continue to enter into Transactions with make Loans to the Seller Parties Borrower in accordance with the terms of the Transaction Documents (as modified by the terms of this Agreement), and (ii) neither the Seller Parties Borrower nor the Guarantor shall be required to deliver any notice pursuant to any Transaction Document in connection with the occurrence or continuation of the events described in this Section 2. Other than as expressly waived in this Section 2, (i) the Purchaser reserves its rights, in its sole discretion, to exercise any or all of its rights and remedies under the Transaction Documents as a result of any Default Event that may occur after the date hereof (including, without limitation, any future Default Event arising under the Transaction Documents occurring after the Expiration Date), (ii) the Purchaser has not waived any of such rights or remedies, and (iii) nothing in this Agreement and no delay on its part in exercising any such rights or remedies, should, or shall, be construed as a waiver of any such rights or remedies. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof, and supersedes any prior oral or written agreement between them.

Limited Waivers. (a) The Purchaser acknowledges Buyer Parties acknowledge and agrees agree that, from the period beginning on the Effective Date (as defined below) and ending at 5:00 11:59 p.m. (EDT) on July 7June 9, 2017 (the “Expiration Date”), and notwithstanding anything to the contrary in the Facility Agreement, the Program Transaction Documents or any other agreements, documents or instruments between or among any Seller Party, the Purchaser and the Guarantor, including, but not limited to, any netting agreement, master securities forward transaction agreement or interest rate protection agreement, as applicable (collectively, the “Transaction Documents”)subject to Sections 3 and 4 hereof, (i) the Restatement shall be permitted and there shall be no default, event of default, amortization event, termination event or similar event or other condition however styled or denominated, in any such case, under any Transaction Document, whether past, present or future (but solely during the term of this Agreement)future, solely as a result of or arising solely from the Restatement (a “Default Event”), ) including, without limitation, any Default Event triggered pursuant to Section 17(e15(b) of the Facility Ditech Repurchase Agreement or Section 15(b) of the RMS Repurchase Agreement due to a default, event of default, amortization event, termination event or similar event or condition however styled or denominated, in any such case solely resulting or arising solely from the Restatement, and (ii) there shall be no Default Event solely as a result of or arising solely from (x) any breach of any representation or warranty made prior to the Effective Date relating to the Specified Financial Statements or any monthly financial statements delivered under any Transaction Document Program Agreement during the period from and including January 1, 2016 to the Expiration Date (the “Specified Monthly Financial Statements” and, together with the Specified Financial Statements, the “Specified Periodic Financial Statements”) (including, without limitation, as part of any certification, report or statement made pursuant to or in connection with the delivery of the Specified Periodic Financial Statements) or any such representation or warranty proving to be untrue or incorrectincorrect relating to the Specified Periodic Financial Statements, or (y) the failure to deliver notice of any Default Event relating to the Specified Periodic Financial Statements or any action taken or any other failure to take action while any such Default Event relating to the Specified Periodic Financial Statements or the Restatement to the extent that such action or failure to take action would have been permitted but for the existence of such Default Event, and in each case of the foregoing clauses (i) and (ii), any such Default Event is expressly waived by the Purchaser. (b) For the avoidance of doubt, during Buyer Parties solely for the period from and including on the Effective Date through the Expiration Date. (b) Notwithstanding anything in the Transaction Documents to the contrary, upon the occurrence of a Ditech Cease Funding Event (i) the Purchaser as such term is hereinafter defined), Administrative Agent shall continue not be under any obligation to enter into Transactions any Transaction under the Ditech Xxxxxxxxxx Agreement, including any otherwise committed portion thereof, with the Seller Parties Parties, Guarantor or any Affiliate thereof. (c) Notwithstanding anything in accordance with the terms of the Transaction Documents to the contrary, upon the occurrence of an RMS Cease Funding Event (as modified by the terms of this Agreementsuch term is hereinafter defined), and (ii) neither the Seller Parties nor the Guarantor Administrative Agent shall not be required under any obligation to deliver any notice pursuant to enter into any Transaction Document under the RMS Repurchase Agreement, including any otherwise committed portion thereof, with Seller Parties, Guarantor or any Affiliate thereof. (d) Notwithstanding anything in connection with the occurrence or continuation of the events described in this Section 2. Other than as expressly waived in this Section 2, (i) the Purchaser reserves its rights, in its sole discretion, to exercise any or all of its rights and remedies under the Transaction Documents to the contrary, in the event RMS does not receive the waivers with substantially the same effect as this Limited Waiver and relating to any event of default triggered as a result of the Specified Periodic Financial Statements or the Restatement from the counterparties with whom RMS has an additional warehouse or repurchase facility in a combined amount at least equal to the Maximum Aggregate Purchase Price, Administrative Agent shall not be under any Default Event that may occur after the date hereof (including, without limitation, obligation to enter into any future Default Event arising Transaction under the Transaction Documents occurring after the Expiration Date)RMS Repurchase Agreement, (ii) the Purchaser has not waived including any of such rights otherwise committed portion thereof, with Seller Parties, Guarantor or remedies, and (iii) nothing in this Agreement and no delay on its part in exercising any such rights or remedies, should, or shall, be construed as a waiver of any such rights or remedies. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof, and supersedes any prior oral or written agreement between themAffiliate thereof.