as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary andIndenture • April 16th, 2018 • DITECH HOLDING Corp • Mortgage bankers & loan correspondents • New York
This INDENTURE (as amended, supplemented, restated, or otherwise modified from time to time, the “Indenture”), is made and entered into as of February 9, 2018, and effective as of February 12, 2018 (the “Closing Date”), by and among Ditech Agency Advance Trust, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), WELLS FARGO BANK, N.A., a national banking association, in its capacity as Indenture Trustee (the “Indenture Trustee”), and as Calculation Agent, Paying Agent and Securities Intermediary (in each case, as defined below), DITECH FINANCIAL LLC (formerly known as Green Tree Servicing LLC), a limited liability company organized in the State of Delaware, (“Ditech”), as Servicer (as defined below) and as owner of the servicing rights under the Designated Servicing Agreements and as Administrator (as defined below), and CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (“Credit Suisse”), a Delaware limited liability company, as Administrative Agent (as de
RECEIVABLES POOLING AGREEMENTReceivables Pooling Agreement • April 16th, 2018 • DITECH HOLDING Corp • Mortgage bankers & loan correspondents • New York
This RECEIVABLES POOLING AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”) is made as of February 9, 2018, and effective as of February 12, 2018, by and between Ditech PLS Advance Depositor LLC, a limited liability company organized under the laws of the State of Delaware (the “Depositor”), and Ditech PLS Advance Trust II, a statutory trust organized under the laws of Delaware (the “Issuer”).
GUARANTYGuaranty • April 16th, 2018 • DITECH HOLDING Corp • Mortgage bankers & loan correspondents • New York
THIS GUARANTY, dated as of February 9, 2018 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guaranty”), is made by Ditech Holding Corporation (formerly known as Walter Investment Management Corp.), a Maryland corporation (the “Guarantor”), in favor of Credit Suisse First Boston Mortgage Capital LLC as administrative agent (the “Administrative Agent”) for the benefit of Buyer Parties (defined below).
RECEIVABLES SALE AGREEMENT DITECH FINANCIAL LLC (Receivables Seller and Servicer) andReceivables Sale Agreement • April 16th, 2018 • DITECH HOLDING Corp • Mortgage bankers & loan correspondents • New York
This RECEIVABLES SALE AGREEMENT (as it may be amended, supplemented, restated, or otherwise modified from time to time, this “Agreement”) is made as of February 9, 2018, and effective as of February 12, 2018, by and between Ditech Financial LLC, a limited liability company organized under the laws of the State of Delaware, as receivables seller and servicer (“Ditech”), Ditech Agency Advance Depositor LLC, a limited liability company organized under the laws of the State of Delaware, as depositor (the “Depositor”), and Ditech Holding Corporation (formerly known as Walter Investment Management Corp.), a corporation under the laws of the State of Maryland as limited guarantor (“Limited Guarantor”).
SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as administrative agent (“Administrative Agent”), CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its CAYMAN ISLANDS...Master Repurchase Agreement • April 16th, 2018 • DITECH HOLDING Corp • Mortgage bankers & loan correspondents • New York
This is a SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of November 30, 2017, but effective as of the Amendment Effective Date (as defined in the Omnibus Master Refinancing Amendment) by and among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Administrative Agent”), on behalf of Buyers, including but not limited to CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its CAYMAN ISLANDS BRANCH (“CS Cayman”), ALPINE SECURITIZATION LTD (“Alpine” and together with CS Cayman, “CS Buyers”) and BARCLAYS BANK PLC (“Barclays”, and together with CS Buyers, the “Buyers” or “Committed Buyers”), REVERSE MORTGAGE SOLUTIONS, INC. (the “Seller”), RMS REO CS, LLC (the “CS REO Subsidiary”) and RMS REO BRC, LLC (the “Barclays REO Subsidiary”, and, together with the CS REO Subsidiary, the “REO Subsidiaries”) and together with the Seller, each a “Seller Party” and collectively, the “Seller Parties”).
ACKNOWLEDGMENT AGREEMENT WITH RESPECT TO SERVICING ADVANCE RECEIVABLESAcknowledgment Agreement • April 16th, 2018 • DITECH HOLDING Corp • Mortgage bankers & loan correspondents • New York
THIS ACKNOWLEDGMENT AGREEMENT WITH RESPECT TO SERVICING ADVANCE RECEIVABLES (this “Agreement”), made and entered into as of this 9th day of February, 2018, and effective as of February 12, 2018 (the “Effective Date”), by and among DITECH FINANCIAL LLC, a Delaware limited liability company with its principal offices at 1100 Virginia Drive, Suite 100A. Ft. Washington, PA 19034 (the “Servicer”), Ditech Agency Advance Depositor LLC, a Delaware limited liability company with its principal offices at 1100 Virginia Drive, Suite 100A. Ft. Washington, PA 19034 (the “Depositor”), Ditech Agency Advance Trust, a Delaware statutory trust, with its principal offices for purposes of the matters contemplated hereby at c/o Ditech Financial LLC, 1100 Virginia Drive, Suite 100A. Ft. Washington, PA 19034 (the “Issuer”), WELLS FARGO BANK, N.A., not in its individual capacity but solely as indenture trustee at the direction and on behalf of the Issuer, with its principal offices at 9062 Old Annapolis Road,
AMENDMENT NO. 5 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • April 16th, 2018 • DITECH HOLDING Corp • Mortgage bankers & loan correspondents • New York
Amendment No. 5 to Amended and Restated Master Repurchase Agreement, dated as of February 9, 2018, and effective as of February 12, 2018 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Administrative Agent”), CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its CAYMAN ISLANDS BRANCH (“CS Cayman”), ALPINE SECURITIZATION LTD (“Alpine”), BARCLAYS BANK PLC (“Barclays”, and together with CS Cayman and Alpine, each, a “Buyer” and collectively, the “Buyers”), DITECH FINANCIAL LLC (the “Seller”) and DITECH HOLDING CORPORATION (formerly known as Walter Investment Management Corp.) (the “Guarantor”).
Re: Resignation Letter AgreementResignation Letter Agreement • April 16th, 2018 • DITECH HOLDING Corp • Mortgage bankers & loan correspondents • Pennsylvania
This letter agreement (the “Agreement”) is entered into in connection with your voluntary resignation as Chief Executive Officer and President of Ditech Holding Corporation (fka Walter Investment Management Corp.) (the “Company”). Your resignation is effective immediately on the date that you sign this Agreement (the “Resignation Date”). This Agreement shall serve as your official resignation from your position as Chief Executive Officer and President of the Company and from all other positions with the Company and its subsidiaries, and your employment with the Company and its subsidiaries shall terminate, in each case effective on the Resignation Date.
JOINDER AND AMENDMENT NO. 4 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • April 16th, 2018 • DITECH HOLDING Corp • Mortgage bankers & loan correspondents • New York
Joinder and Amendment No. 4 to Amended and Restated Master Repurchase Agreement, dated as of November 30, 2017, but effective as of the Amendment Effective Date (as such term is defined in the Omnibus Master Refinancing Amendment) (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Administrative Agent”), CREDIT SUISSE AG, a company incorporated under the laws of Switzerland, acting through its CAYMAN ISLANDS BRANCH (“CS Cayman”), ALPINE SECURITIZATION LTD (“Alpine”, and together with CS Cayman, the “Existing Buyers”), BARCLAYS BANK PLC (“Barclays” and the “Joining Buyer”), DITECH FINANCIAL LLC (the “Seller”) and WALTER INVESTMENT MANAGEMENT CORP. (the “Prepetition Guarantor”).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • April 16th, 2018 • DITECH HOLDING Corp • Mortgage bankers & loan correspondents • New York
Amendment No. 1 to Second Amended and Restated Master Repurchase Agreement, dated as of February 9, 2018, and effective as of February 12, 2018 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Administrative Agent”), CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its CAYMAN ISLANDS BRANCH (“CS Cayman”), ALPINE SECURITIZATION LTD (“Alpine”), BARCLAYS BANK PLC (“Barclays”, and together with CS Cayman and Alpine, each, a “Buyer” and collectively, the “Buyers”), REVERSE MORTGAGE SOLUTIONS, INC. (the “Seller”), RMS REO CS, LLC (“CS REO Subsidiary”) and RMS REO BRC, LLC (the “Barclays REO Subsidiary” and together with Seller and CS REO Subsidiary, each a “Seller Party” and collectively, the “Seller Parties”) and DITECH HOLDING CORPORATION (formerly known as Walter Investment Management Corp.) (the “Guarantor”).
AMENDMENT NO. 6 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • April 16th, 2018 • DITECH HOLDING Corp • Mortgage bankers & loan correspondents • New York
Amendment No. 6 to Amended and Restated Master Repurchase Agreement, dated as of March 29, 2018 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Administrative Agent”), CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its CAYMAN ISLANDS BRANCH (“CS Cayman”), ALPINE SECURITIZATION LTD (“Alpine”), BARCLAYS BANK PLC (“Barclays”, and together with CS Cayman and Alpine, each, a “Buyer” and collectively, the “Buyers”), DITECH FINANCIAL LLC (the “Seller”) and DITECH HOLDING CORPORATION (formerly known as Walter Investment Management Corp.) (the “Guarantor”).
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • April 16th, 2018 • DITECH HOLDING Corp • Mortgage bankers & loan correspondents • New York
Amendment No. 2 to Second Amended and Restated Master Repurchase Agreement, dated as of March 29, 2018 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Administrative Agent”), CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its CAYMAN ISLANDS BRANCH (“CS Cayman”), ALPINE SECURITIZATION LTD (“Alpine”), BARCLAYS BANK PLC (“Barclays”, and together with CS Cayman and Alpine, each, a “Buyer” and collectively, the “Buyers”), REVERSE MORTGAGE SOLUTIONS, INC. (the “Seller”), RMS REO CS, LLC (“CS REO Subsidiary”) and RMS REO BRC, LLC (the “Barclays REO Subsidiary” and together with Seller and CS REO Subsidiary, each a “Seller Party” and collectively, the “Seller Parties”) and DITECH HOLDING CORPORATION (formerly known as Walter Investment Management Corp.) (the “Guarantor”).
Re: Retirement AgreementRetirement Agreement • April 16th, 2018 • DITECH HOLDING Corp • Mortgage bankers & loan correspondents • Pennsylvania
This letter agreement (the “Agreement”) is entered into in connection with your impending retirement from the position of Chief Financial Officer of Walter Investment Management Corp. (the “Company”). Your retirement will be effective on a date as mutually agreed between you and the Company between February 1, 2018 and February 15, 2018 (the “Retirement Date”). On the Retirement Date, you will resign from your position as Chief Financial Officer and from all other positions with the Company and its subsidiaries, and your employment with the Company and its subsidiaries shall terminate.
CLEAN-UP CALL AGREEMENTClean-Up Call Agreement • April 16th, 2018 • DITECH HOLDING Corp • Mortgage bankers & loan correspondents • New York
This CLEAN-UP CALL AGREEMENT (this “Agreement”) is made as of October 10, 2017, by and between DITECH FINANCIAL LLC, as successor to GREEN TREE SERVICING LLC (“Ditech”), and CAPITAL ONE, NATIONAL ASSOCIATION, as successor in interest via merger with NORTH FORK BANK, as successor upon interest via merger with GREENPOINT BANK (“Capital One”).
