First Amendment to Acknowledgment Agreement with Respect to Servicing Advance Receivables, dated as of April 20, 2018, by and among Ditech Financial LLC, as servicer, Ditech Agency Advance Depositor LLC, as depositor, Ditech Agency Advance Trust, as issuer, Wells Fargo Bank, N.A., as indenture trustee, Credit Suisse First Boston Mortgage Capital LLC, as administrative agent and Fannie Mae

THIS FIRST AMENDMENT TO ACKNOWLEDGMENT AGREEMENT WITH RESPECT TO SERVICING ADVANCE RECEIVABLES (this “Amendment”), made and entered into as of the 20th day of April 2018 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, Columbia, MD 21045-1951, Attention: Corporate Trust Services, Ditech Agency Advance Trust (in its capacity as Indenture Trustee under the Indenture described below and not in its individual capacity, the “Indenture Trustee”), CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, a limited liability company organized in the State of Delaware (“Credit Suisse”, in its capacity as Administrative Agent under the Indenture described below, the “Administrative Agent” and, together with the Servicer, the Depositor and the Issuer, the “Transaction Parties”) and FANNIE MAE, a corporation organized and existing under the laws of the United States of America, with an office at 3900 Wisconsin Avenue, N.W., Washington, DC 20016. This Amendment modifies the Acknowledgement Agreement with Respect to Servicing Advance Receivables by and among the Servicer, the Depositor, the Issuer, the Indenture Trustee, the Administrative Agent and Fannie Mae, dated as of February 9, 2018, and effective as of February 12, 2018 (the “Original Acknowledgement Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings given such terms in the Original Acknowledgement Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals, the premises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to the following:

From and after the Effective Date, Exhibit A to the Original Acknowledgement Agreement is hereby supplemented, modified and amended to include and incorporate the listing of the certain mortgage loans owned or held in whole or in part by Fannie Mae, serviced for Fannie Mae by the Servicer under the Fannie Mae Lender Contract and identified by Seller/Servicer Number on Exhibit A-1 hereto and replaced in its entirety by Exhibit A-2 hereto.

Security Interest in the Servicing Advance Receivables to the Indenture Trustee pursuant to the Transaction Documents and the matters agreed to in the Acknowledgment, and the Servicer shall continuously maintain all components of the Written Agreement as an official record of the Servicer (or any successor thereto).

both) a default under any such agreement or other instrument, provided, that the representations contained in this Section 8 are made for the sole purpose of preventing the Credit Suisse, in its capacity as Administrative Agent, from raising any such violation, breach, conflict, or default as a defense to the enforceability of this Amendment.

IN WITNESS WHEREOF, the Servicer, the Depositor, the Issuer, the Indenture Trustee, and Fannie Mae have executed and delivered this Amendment as of the date first above written.

    

CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as

administrative agent

INDENTURE TRUSTEE:

WELLS FARGO BANK, N.A., not in its individual capacity but solely as indenture trustee

The Servicing Agreements of Ditech Financial LLC related to the Pool of Mortgage Loans serviced for Fannie Mae under Seller/Servicer Number 261840111 (Ditech MSR)

The Servicing Agreements of Ditech Financial LLC related to the Pool of Mortgage Loans serviced for Fannie Mae under Seller/Servicer Number 261840120 (Ditech MSR)

The Servicing Agreements of Ditech Financial LLC related to the Pool of Mortgage Loans serviced for Fannie Mae under Seller/Servicer Number 261840138 (Ditech MSR)

All mortgage loans serviced for Fannie Mae by Servicer under the Fannie Mae Lender Contract using the Fannie Mae Seller/Servicer numbers identified below: