0001040719-18-000042 Sample Contracts

CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC,
Ditech Agency • November 14th, 2018 • DITECH HOLDING Corp • Mortgage bankers & loan correspondents • New York

This Amendment No. 4 to the Indenture Supplement (as defined below), dated as of November 13, 2018 (this “Amendment”), by and among Ditech Agency Advance Trust, as issuer (the “Issuer”), Wells Fargo Bank, N.A. (“Wells Fargo”), as indenture trustee (in such capacity, the “Indenture Trustee”), as calculation agent (in such capacity, the “Calculation Agent”), as paying agent (in such capacity, the “Paying Agent”) and as securities intermediary (in such capacity, the “Securities Intermediary”), Ditech Financial LLC (“Ditech”), as administrator (in such capacity, the “Administrator”) and as servicer (in such capacity, the “Servicer”), and Credit Suisse First Boston Mortgage Capital LLC, as administrative agent (the “Administrative Agent”), and consented to by Credit Suisse AG, New York Branch (“CS New York”), as noteholder of a Series 2018-VF1 Note on behalf of the CS Purchaser Group (the “CS Noteholder”) and Barclays Bank PLC (“Barclays”), as noteholder of a Series 2018-VF1 Note on behalf

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AMENDMENT NO. 9 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • November 14th, 2018 • DITECH HOLDING Corp • Mortgage bankers & loan correspondents • New York

Amendment No. 9 to Amended and Restated Master Repurchase Agreement, dated as of September 4, 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”).

FORM OF RETENTION AGREEMENT [Company Letterhead]
Retention Agreement • November 14th, 2018 • DITECH HOLDING Corp • Mortgage bankers & loan correspondents • Pennsylvania

In recognition of your continuing key role at Ditech Holding Corporation (the “Company”), the Board of Directors of the Company (the “Board”), upon the recommendation of the Compensation and Human Resources Committee of the Board (the “Committee”), has determined that you shall receive a retention bonus upon the terms and conditions set forth in this letter agreement (this “Agreement”). Please refer to Appendix A for certain defined terms used herein.

CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC,
DITECH HOLDING Corp • November 14th, 2018 • Mortgage bankers & loan correspondents • New York

This Amendment No. 4 to the Indenture Supplement (as defined below), dated as of November 13, 2018 (this “Amendment”), by and among Ditech PLS Advance Trust II, as issuer (the “Issuer”), Wells Fargo Bank, N.A. (“Wells Fargo”), as indenture trustee (in such capacity, the “Indenture Trustee”), as calculation agent (in such capacity, the “Calculation Agent”), as paying agent (in such capacity, the “Paying Agent”) and as securities intermediary (in such capacity, the “Securities Intermediary”), Ditech Financial LLC (“Ditech”), as administrator (in such capacity, the “Administrator”) and as servicer (in such capacity, the “Servicer”), and Credit Suisse First Boston Mortgage Capital LLC, as administrative agent (the “Administrative Agent”), and consented to by Credit Suisse AG, New York Branch (“CS New York”), as noteholder of the Series 2018-VF1 Notes on behalf of the CS Purchaser Group (the “CS Noteholder”) and Barclays Bank PLC (“Barclays”), as noteholder of the Series 2018-VF1 Notes on b

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