Commitment Letter, dated as of February 8, 2019

BARCLAYS BANK PLC

745 Seventh Avenue

New York, NY 10019

NOMURA CORPORATE FUNDING AMERICAS, LLC

Worldwide Plaza, 309 West 49th Street

New York, NY 10019-7316

/s/ Joanna Colaneri

/s/ Joanna Colaneri

/s/ Andrew G. Dokos

Barclays Bank PLC

Nomura Corporate Funding Americas, LLC

Total Commitments under such Facility:

Barclays Bank PLC

Nomura Corporate Funding Americas, LLC

Total Commitments under such Facility:

Barclays Bank PLC

Nomura Corporate Funding Americas, LLC

Total Commitments under such Facilities:

$1,900 million (the “DIP Commitment”); provided, however, that no funds shall be available for use under the DIP Warehouse Facility Agreements until:

(a)   entry of the Interim DIP Order (as defined herein); and

(b)   satisfaction (or waiver by the Administrative Agent at the direction of Required Lenders (as defined below) in their sole discretion) of other conditions precedent set forth below (collectively, the “DIP Commitment Conditions”).

Prior to the Petition Date, certain of the Debtors and/or their non-Debtor subsidiaries have entered into and have obligations outstanding under the following agreements (as each may be amended, restated, supplemented, or otherwise modified from time to time (other than, with respect to any such amendment, restatement, supplement or modification after the date of the Commitment Letter that is adverse to the rights, claims or interests of the Credit Parties)) with respect to the following facilities:

A. Mortgage Loan Warehouse Facilities (the “Prepetition Forward Warehouse Facility Agreement”):

1.  Amended and Restated Master Repurchase Agreement, dated as of November 18, 2016, by and among Ditech Financial LLC, as seller, Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, and the buyers party thereto.

B. Reverse Mortgage Facilities (collectively, the “Prepetition Reverse Mortgage Facility Agreements”):

1.  Master Repurchase Agreement, dated as of April 23, 2018, between Reverse Mortgage Solutions, Inc. as seller and Barclays Bank PLC, as purchaser and agent (the “Prepetition Bilateral Reverse Mortgage Facility Agreement”); and

2.  Second Amended and Restated Master Repurchase Agreement, dated as of November 30, 2017, by and among Reverse Mortgage Solutions, Inc., as seller, the seller parties party thereto, Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, and the buyers party thereto (the “Prepetition CS/Barclays Reverse Mortgage Facility Agreement”).

C. Mortgage Loan Servicing Advance Facilities (the “Prepetition Servicing Advance Facility Agreements” and collectively with the Prepetition Forward Warehouse Facility Agreement and the Prepetition Reverse Mortgage Facility Agreements, the “Prepetition Warehouse Facility Agreements”):

1.  Series 2018-VF1 Advance Receivables Backed Notes issued pursuant to an Indenture and the supplement thereto, each dated as of February 9, 2018, among Ditech Agency Advance Trust, Wells Fargo, as indenture agent, calculation agent, paying agent and securities intermediary, Ditech Financial LLC, as servicer and administrator, and Credit Suisse, as administrative agent; and

2.  Series 2018-VF1 Advance Receivables Backed Notes issued pursuant to an Indenture and the supplement thereto, each dated as of February 9, 2018, among Ditech PLS Advance Trust II, Wells Fargo, as indenture trustee, calculation agent, paying agent and securities intermediary, Ditech Financial LLC, as servicer and administrator, and Credit Suisse, as administrative agent.

D. MSFTAs relating to the Prepetition Forward Warehouse Facility Agreement and/or with affiliates of the Lenders (collectively with the Prepetition Warehouse Facility Agreements, the “Existing Facilities”):

1.  Master Securities Forward Transaction Agreement, dated as of September 24, 2018, by and between Credit Suisse AG, New York Branch and Ditech Financial LLC (the “CS MSFTA”);

2.  Master Securities Forward Transaction Agreement, dated as of May 18, 2017, Barclays Capital Inc. and Ditech Financial LLC, as amended by that certain Amendment dated as of June 15, 2017 (the “Barclays MSFTA”); and

3.  Master Securities Forward Transaction Agreement, dated as of May 20, 2013, between Nomura Securities International, Inc. and Ditech Financial LLC, as amended by that certain Amendment dated as of July 11, 2017 (the “Nomura MSFTA”).

E. Other TBA Securities and related hedge arrangements set forth on Schedule 2 hereto (“Other MSFTAs & Hedges”)¹.

Trading under Other MSFTAs & Hedges listed on schedule delivered to the Lenders on February 7, 2019 shall be permitted during the Cases (other than the CS MSFTA, all Transactions (as defined in the CS MSFTA) under which shall be terminated prior to the DIP Closing); provided that any guaranties in connection with the Other MSFTAs & Hedges (other than the guaranties of the DIP MSFTAs contemplated hereby) and any additional MSFTA or other hedges entered into by any Seller, any other Debtor, the REO Subsidiary, any SAF SPV or any Depositor after the date of such schedule must be approved by Administrative Agent (at the direction of the Required Lenders in their sole discretion).

RMS is also party to the existing agreements:

1.  Participation Interest Sale and Contribution Agreement, dated as of October 1, 2018, by and among Reverse Mortgage Solutions, Inc. and one of its subsidiaries, and the related Note Purchase Agreement of even date therewith, between such subsidiary and National Founders LP (the “National Founders Facility”).

The National Founders Facility, the arrangements contemplated therein and status (with respect to priority or otherwise) afforded to the non-Debtor parties thereof, and the collateral posted for the benefit of such parties, shall be unimpaired and unaffected by the DIP Warehouse Facility Agreements or Definitive Documentation and proceeds of and Collateral for the DIP Warehouse Facility Agreements and other Definitive Documentation shall not be used in respect of the National Founders Facility; provided, however, that the claims under the National Founders Facility against any Debtor shall be subordinated to the DIP Superpriority Claims (as defined below) and repayment in full in cash of the obligations under the Definitive Documentation. For the avoidance of doubt, the collateral provided under the National Founders Facility shall not be granted as collateral for the DIP Warehouse Facility Agreements or other Definitive Documentation, and the collateral provided under the DIP Warehouse Facility Agreements and other Definitive Documentation shall not be granted as collateral for the National Founders Facility.

Prior to the Petition Date, the Guarantor and certain other Debtors have entered into and have obligations outstanding under the following agreements (as each may be amended, restated, supplemented, or otherwise modified from time to time (other than, with respect to any such amendment, restatement, supplement or modification after the date of the Commitment Letter that is adverse to the rights, claims or interests of the Credit Parties)) with respect to the following facilities:

1.  Second Amended and Restated Credit Agreement, dated as of February 9, 2018 (and as amended by that certain Amendment No. 1 to Second Amended and Restated Credit Agreement, dated as of March 29, 2018) (the “Prepetition 1L Credit Agreement”), among the Guarantor, the lenders party thereto (collectively, the “Prepetition 1L Lenders”), and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent (in such capacity, the “Prepetition 1L Agent” and together with the Prepetition 1L Lenders, the “Prepetition 1L Secured Parties”).

2.  Indenture, dated as of February 9, 2018 (the “Prepetition 2L Indenture”), among the Guarantor, as issuer, the Sellers and other Debtors party thereto, as guarantors, and Wilmington Savings Fund Society, FSB, as trustee and collateral agent (in such capacity, the “Prepetition 2L Trustee” and together with the holders of the Prepetition 2L Notes (as defined below), the “Prepetition 2L Secured Parties”), pursuant to which the Guarantor’s 9.0% Second Lien Senior Subordinated PIK Toggle Notes due 2024 were issued (the “Prepetition 2L Notes”).

“Prepetition 1L/2L Secured Parties” shall mean, collectively, the Prepetition 1L Secured Parties and the Prepetition 2L Secured Parties.

Schedule 3 hereto summarizes the adequate protection to be granted to the Prepetition 1L/2L Secured Parties pursuant to the Orders, as well as use of their cash collateral.

Subject to the terms and conditions set forth herein and upon entry by the Bankruptcy Court of an interim DIP financing and cash collateral order in the form and substance agreed to by the Debtors and the Lenders (the “Interim DIP Order”) in connection with the Cases, the Credit Parties shall enter into the following DIP Warehouse Facility Agreements with the Sellers and/or their relevant non-Debtor subsidiaries, as applicable, which shall be on terms and conditions substantially in the form of the Debtors’ and relevant non-Debtor subsidiaries’ existing documentation for the Existing Facilities, with modifications subject to the Documentation Principles (as defined below), in each case on terms mutually satisfactory to the Lenders and Ditech Financial and RMS, as applicable (the “Master Refinancing Agreement”), subject to the DIP Commitment:

(a)   Agreement(s) among the Credit Parties and Ditech Financial with a maximum committed amount of $650 million, to replace and refinance the Prepetition Forward Warehouse Facility Agreement (the “New Forward Origination Facility Agreement”);

(b)   Agreement(s) among the Credit Parties and RMS with a maximum committed amount of $1,000 million, to replace and refinance the Prepetition Reverse Mortgage Facility Agreements (the “New Reverse Mortgage Facility Agreement”); and

(c)   Agreement(s) between the Credit Parties and Ditech Financial with a maximum committed amount of $250 million, to replace and refinance the Prepetition Servicing Advance Facility Agreements (the “New Servicing Advance Facility Agreements” and, together with New Reverse Mortgage Facility Agreement and the New Forward Origination Facility Agreement, the “DIP Warehouse Facility Agreements”).

Lenders (or affiliates thereof) shall provide Debtors up to $1,900 million trading capacity in the aggregate under the Barclays MSFTA and Nomura MSFTA, but, in any event, no less than the outstanding amount under the New Forward Origination Facility Agreement (the “DIP MSFTAs”). The trading capacities of Barclays Capital Inc. and Nomura Securities International, Inc. under their respective DIP MSFTAs shall be proportional to the commitments of their respective affiliates under the New Forward Origination Facility Agreement. The Barclays MSFTA and Nomura MSFTA shall be amended at DIP Closing to modify certain default provisions and other relevant provisions to account for the Cases and to reflect their respective trading capacities contemplated by this paragraph.

A reference to “Definitive Documentation” shall mean a reference to the following documents, as applicable and as the context requires:

(a)   Master Refinancing Agreement;

(b)   DIP Warehouse Facility Agreements (including, if applicable, any DIP RMS HMBS Documentation (as defined on Schedule 1 hereto);

(c)   the Orders (as defined below);

(d)   DIP Guaranties;

(e)   DIP MSFTAs;

(f)   Netting Agreement (as defined below);

(g)   the Master Administration Agreement, among the Credit Parties, the Sellers, the REO Subsidiary and the affiliates of the Lenders party to the DIP MSFTAs (the “Administration Agreement”); and

(h)   such other documents agreed by the Debtors and Lenders.

The Definitive Documentation shall provide that any excess from the collateral pool for a specific DIP Warehouse Facility Agreement shall be re-allocated (to the extent necessary to satisfy any deficiency) to collateralize obligations under the other DIP Warehouse Facility Agreements pro-rata based upon the outstanding obligations under each other DIP Warehouse Facility Agreement.

The obligations under the DIP Warehouse Facility Agreements and the DIP MSFTAs shall be netted and cross-collateralized, as further described below, pursuant to the terms of a master netting agreement (the “Netting Agreement”), which shall be in form and substance reasonably satisfactory to the Lenders. Netting arrangements shall provide for netting proportionate to the Lenders’ respective applicable percentages of the DIP Commitment following an event of default under the Definitive Documentation (or, as applicable, their respective applicable percentages under the relevant DIP Warehouse Facility Agreement) and shall provide for netting and setoff rights similar to those granted to Credit Suisse, Barclays Bank PLC and their respective affiliates during Ditech’s prior chapter 11 case [ECF No. 19] (the “Prior Case”), other than with respect to the SAF repo. Pursuant to the Netting Agreement, the Administrative Agent and the Lenders may setoff and net any margin held by or pledged to them under any DIP repo facility or any DIP MSFTA against any obligations owed by Ditech Financial or RMS under any DIP repo facility or DIP MSFTA (including to permit the setoff and netting of margin pledged or provided by Ditech Financial under New Forward Origination Facility Agreement against RMS’ obligations under the New Reverse Mortgage Facility Agreement, and vice versa).

At the DIP Closing, Ditech Financial shall grant a first priority lien on the equity interests in the Depositors, any distributions on account of such equity interests, and all other rights to payment that Ditech Financial has with respect to the Depositors, to secure Ditech Financial’s and RMS’ respective obligations under the New Forward Origination Facility Agreement, the New Reverse Mortgage Facility Agreement and the DIP MSFTAs.

No cross-collateralization is contemplated between the assets under the agency New Servicing Advance Facility Agreement and the private label New Servicing Advance Facility Agreement.

Ditech Financial will grant a second priority lien on the assets subject to the New Forward Origination Facility Agreement to the Administrative Agent to secure the obligations under the New Reverse Mortgage Facility Agreement (but not to Barclays as administrative agent under each of the New Servicing Advance Facility Agreements due to possible true sale/non-consolidation issue).

RMS will grant a second priority lien on the assets subject to the New Reverse Mortgage Facility Agreement to the Administrative Agent to secure the obligations under the New Forward Origination Facility Agreement (but not to Barclays as agent under each of the New Servicing Advance Facility Agreements due to possible true sale/non-consolidation issue).

The Prepetition 1L/2L Secured Parties will not have any prepetition or adequate protection liens on the Collateral.

The Administrative Agent (acting at the direction of the Required Lenders in their sole discretion) shall have the right, following the occurrence of an event of default under the Definitive Documentation, to transfer the existing HUD mortgagee ID numbers for no less than all of the mortgage loans that are subject

The effectiveness of the DIP Warehouse Facility Agreements shall be subject to the satisfaction (or waiver) by the Administrative Agent (at the direction of Required Lenders in their sole discretion) of the conditions set forth in Section 4 of the Commitment Letter and the following other conditions precedent:

(a)   Execution of all Definitive Documentation (consistent with the Documentation Principles) by the Debtors and Credit Parties and, as applicable, the REO Subsidiary, Depositors and SAF SPVs;

(b)   No uncured event of default or uncured default under any Definitive Documentation shall exist;

(c)   Accuracy in all material respects of representations and warranties provided by Debtors, REO Subsidiary, Depositors and SAF SPVs in the Definitive Documentation, as applicable;

(d)   Payoff and termination of all obligations under the Prepetition Warehouse Facility Agreements and the CS MSFTA;

(e)   No loss or suspension of any Seller’s status as either (x) an approved servicer or (y) an approved issuer, with Fannie Mae, Freddie Mac, or Ginnie Mae, as applicable, or termination of any of the GA Selling and Servicing Agreements (as defined below);

(f)   With respect to the New Forward Origination Facility Agreement and the New Reverse Mortgage Facility Agreement, no material disruption of claims payments on FHA insured loans shall have occurred (other than any such material disruption that is generally affecting non-bank mortgage servicers and originators with similar claims);

(g)   Receipt by Credit Parties of requested “know your customer” information;

(h)   Payment of fees and expenses that are due and payable to the Credit Parties at such time;

(i) Entry by the Bankruptcy Court of the Interim DIP Order with respect to interim financing and Final DIP Order with respect to final financing;

(j) Entry by the Bankruptcy Court of interim orders (with respect to interim financing) and final orders (with respect to final financing), in form and substance acceptable to Lenders (collectively, the “Chapter 11 Operating Orders”):

i.   authorizing Ditech Financial to continue in the ordinary course to perform its obligations under (x) that certain Mortgage Selling and Servicing Contract with Fannie Mae (together with all addenda and amendments thereto and incorporating all the applicable guides, the “Ditech/Fannie Agreement”), (y) that certain Master Agreement with Freddie Mac (together with all addenda and amendments thereto and incorporating all the applicable guides, the “Ditech/Freddie Agreement”), and (z) those certain Guaranty Agreements and Master Servicing Agreement with Ginnie Mae (together with all addenda and amendments thereto and incorporating all the applicable guides, the “Ditech/Ginnie Agreement”); and

ii.  authorizing RMS to perform under all applicable agreements with Ginnie Mae and the Department of Housing and Urban Development (“HUD” and collectively with the FHA, Ginnie Mae, Fannie Mae and Freddie Mac, the “GAs”) (together with all addenda and amendments thereto and incorporating all the applicable guides, the “RMS Agreements,” and together with the Ditech/Fannie Agreement, the Ditech/Freddie Agreement, and the Ditech/Ginnie Agreement, the “GA Selling and Servicing Agreements”);

(k)   Entry by the Bankruptcy Court of an interim cash management order, in form and substance acceptable to Lenders (the “Interim Cash Management Order”):

(l) Delivery of customary certificates and corporate deliverables;

(m) Evidence that all other actions necessary or, in the opinion of Administrative Agent (at the direction of Lenders), reasonably desirable to perfect and protect Credit Parties’ interest in the Collateral under each DIP Warehouse Facility Agreement and the security interest granted under the Netting Agreement have been taken;

(n)   Delivery of customary legal opinions, in form and substance acceptable to Lenders;

(o)   The Guarantor shall have (i) entered into a restructuring support agreement with Prepetition 1L Lenders holding at least two-thirds of the aggregate principal amount of loans outstanding under the Prepetition 1L Credit Agreement (the “RSA”), and (ii) executed and delivered a certification that (x) there has been no modification or amendment to the RSA since the execution thereof and (y) the “Support Period” (as defined in the RSA) has commenced and is continuing, in each case, in form and substance acceptable to the Administrative Agent and the Lenders;

(p)   Delivery of (i) daily cash flow forecasts with supporting detail, and (ii) monthly cash flow forecasts with supporting detail through December 31, 2019, in each case, in form and substance reasonably satisfactory to the Lenders;

(q)   Fannie Mae shall have acknowledged Barclays replacing Credit Suisse as designee for purposes of the existing Fannie Mae Acknowledgement Agreement relating to the Prepetition Servicing Advance Facility Agreements.

Each funding under the DIP Warehouse Facility Agreements shall be subject to the satisfaction (or waiver by the Administrative Agent at the direction of Required Lenders in their sole discretion) of the following conditions precedent:

(a)   No uncured event of default or uncured default under any Definitive Documentation shall exist;

(b)   Accuracy in all material respects of representations and warranties provided by the Debtors, the REO Subsidiary, any Depositor or any SAF SPV in the Definitive Documentation, as applicable;

(c)   No loss or suspension of any Seller’s status as either (x) an approved servicer or (y) an approved issuer, with Fannie Mae, Freddie Mac, or Ginnie Mae, as applicable, or termination of any of the GA Selling and Servicing Agreements;

(d)   With respect to the New Forward Origination Facility Agreement and the New Reverse Mortgage Facility Agreement, no material disruption of claims payments on FHA insured loans shall have occurred (other than any such material disruption that is generally affecting non-bank mortgage servicers and originators with similar claims);

(e)   No stay, reversal or modification of (i) the Interim DIP Order or Final DIP Order, as the case may be, (ii) any Chapter 11 Operating Orders or (iii) the Interim Cash Management Order or Final Cash Management Order (as defined below), as the case may be;

(f)   Delivery of documentation relating to the Collateral and requested funding, substantially consistent with the Existing Facilities, including delivery of mortgage loan files, wet-ink documents, information as required by custodial and disbursement schedules, releases for correspondent loans, schedule of designated servicing agreements and designated pools, trust receipts and custodial asset schedules, as applicable;

(g)   Required Lenders shall have completed, to their satisfaction their due diligence review of the assets to be funded under the requested funding under the DIP Warehouse Facility Agreements, including without limitation, (i) with respect to private label servicing advance reimbursements collateral, their due diligence review of the related servicing agreements and (ii) with respect to mortgage loans and servicing advance reimbursements, their operational due diligence review, in each case, so as to enable Required Lenders to confirm the accuracy of the Sellers’, REO Subsidiary’s, Depositors’ and SAF SPVs’ respective representations and warranties as to the Collateral;

(h)   The “Servicer” (to be defined consistent with the Prepetition Forward Warehouse Facility Agreement and the Prepetition CS/Barclays Reverse Mortgage Facility Agreement) of any mortgage loan held as Collateral has defaulted under the applicable “Servicing Agreement” (to be defined consistent with the Prepetition Forward Warehouse Facility Agreement and the Prepetition CS/Barclays Reverse Mortgage Facility Agreement) and the applicable Seller has not, within thirty (30) days, (i) replaced such Servicer with a successor servicer approved by Administrative Agent in its sole discretion or (ii) repurchased all purchased mortgage loans subject to such Servicing Agreement; and

(i) After giving effect to any requested funding under any DIP Warehouse Facility Agreement, the aggregate outstanding amount funded shall not exceed the applicable maximum committed amount that may be funded under such DIP Warehouse Facility Agreement.

As long as the DIP Commitment remains outstanding, the Debtors shall comply with the following chapter 11 milestones (the “Chapter 11 Milestones”):

(a)   On or before the date that is five (5) business days following the Petition Date, (x) entry of the Interim DIP Order and (y) the Sellers and SAF SPVs enter into initial funding transactions under the DIP Warehouse Facility Agreements;

(b)   On or before the date that is 35 days following the entry of the Interim DIP Order, each of the following shall have been entered by the Bankruptcy Court: (i) a final DIP financing and cash collateral order in form and substance satisfactory to the Lenders (the “Final DIP Order” and, together with the Interim DIP Order, the “Orders”), (ii) the final Chapter 11 Operating Orders and (iii) a final cash management order in form and substance satisfactory to the Lenders (the “Final Cash Management Order” and, together with the Interim Cash Management Order, the “Cash Management Orders”);

(c)   On or before the date that is 15 days following the Petition Date, the Debtors shall have filed with the Bankruptcy Court a motion, in form and substance satisfactory to the Required Lenders, seeking entry of an order by the Bankruptcy Court approving bidding procedures in connection with a 363 sale process to pursuant one or more asset purchase agreements or similar agreements that provide for repayment in full in cash of the obligations under the Definitive Documentation on the closing of such agreement;

(d)   On or before the date that is 15 days following the Petition Date, the Debtors shall have filed with the Bankruptcy Court an acceptable plan of reorganization and a disclosure statement reasonably satisfactory to the Required Lenders with respect thereto;

(e)   On or before the date that is 60 days following the Petition Date, the Bankruptcy Court shall have approved bidding procedures, in form and substance reasonably acceptable to the Required Lenders, and such approval shall be in full force and effect, and shall not have been (x) vacated, reversed, or stayed, or (y) amended or modified except as otherwise agreed to in writing by the Required Lenders;

(f)   On or before the date that is 60 days following the Petition Date, the Debtors shall have obtained the Bankruptcy Court’s approval of a disclosure statement for an acceptable plan of reorganization and solicitation procedures contemplating completion of a confirmation hearing with respect to an acceptable plan of reorganization no later than 115 days following the Petition Date, which disclosure statement and solicitation procedures must otherwise be in form and substance reasonably acceptable to the Required Lenders, and the Bankruptcy Court’s approval of such disclosure statement and solicitation procedures shall not have been amended, modified or supplemented (or any portions thereof reversed, stayed or vacated) other than as agreed in writing by the Required Lenders; and

(g)   One of the following milestones shall be satisfied on or before the date that is 125 days following the Petition Date:

(i) the Debtors shall obtain entry of an order of the Bankruptcy Court confirming an acceptable plan of reorganization, which order (i) shall be (x) in form and substance satisfactory to the Required Lenders, to the extent relating to the termination of the DIP Commitment, the payment in full in cash and full discharge of the obligations under the Definitive Documentation, and releases and other exculpatory provisions for the Credit Parties and (y) otherwise in form and substance reasonably satisfactory to the Required Lenders, and (ii) shall not have been amended, modified or supplemented (or any portions thereof reversed, stayed or vacated) other than as agreed in writing by the Required Lenders; or

(ii)  the Bankruptcy Court shall have entered an order approving an asset purchase agreement or similar agreement that provides for repayment in full in cash of the obligations under the Definitive Documentation on the closing of such agreement (such order, the “Sale Order” and such agreement, the “Sale Agreement”), in form and substance reasonably acceptable to the Required Lenders, and the Sale Order shall be in full force and effect, and shall not have been (A) vacated, reversed, or stayed, or (B) amended or modified except as otherwise agreed to in writing by the Required Lenders;

provided that, in the event the Board of Directors of the Guarantor and Sellers have determined to no longer pursue the Sale Agreement, then (x) the Guarantor and Sellers shall notify the Lenders thereof no later than the date that is the sum of (A) 95 days plus (B) five (5) Business Days following the Petition Date and (y) clause (g)(ii) above shall cease to be an alternative and the Debtors shall be required to satisfy the Chapter 11 Milestone set forth in clause (g)(i) above.

The Master Refinancing Agreement will contain only the following events of default (it being agreed that each such event of default shall also result in an event of default (subject to any applicable cure period or notice requirement) under each of the DIP Warehouse Facility Agreements):

(a)   failure to pay any payment obligation to any Credit Party when due, including, without limitation, payment in full by the DIP Maturity Date or other termination date;

(b)   any representation or warranty of any Debtor, the REO Subsidiary, any Depositor or any SAF SPV made in the Definitive Documentation is found to be materially incorrect;

(c)   breach by the Debtors, the REO Subsidiary, any Depositor or any SAF SPV of any covenant set forth in the Definitive Documentation;

(d)   occurrence of an event of default under any Definitive Documentation or any breach or violation of the applicable Order, any Chapter 11 Operating Orders or the applicable Cash Management Order that, in each case, has not been cured or waived;

(e)   conversion of any Case to a case under Chapter 7 of the Bankruptcy Code;

(f)   dismissal of any of the Cases;

(g)   the appointment of a chapter 11 trustee, or a loss of exclusivity to file a chapter 11 plan of reorganization or solicit acceptances thereof;

(h)   any failure to achieve any of the Chapter 11 Milestones;

(i) any reversal, revocation, or modification of any of the following orders without the consent of the Lenders (in the case of subclause (v) below, other than a modification that is not adverse to any of the rights, claims or interests of any Credit Party): (i) the Interim DIP Order or Final DIP Order, (ii) any Chapter 11 Operating Orders, (iii) the Interim Cash Management Order or Final Cash Management Order, (iv) after entry thereof, any order referred to in clause (g) of the Chapter 11 Milestones, or (v) after entry thereof, any of the other orders referred to in the Chapter 11 Milestones;

(j) (i) loss or suspension of any Seller’s status as an approved servicer or an approved issuer from any GA, (ii) termination of any of the GA Selling and Servicing Agreements by their respective counterparties or (iii) any GA engages in any setoff against any Collateral;

(k)   entry of an order of the Bankruptcy Court granting any party other than the Credit Parties relief from the automatic stay in any of the Cases in a manner that is materially adverse to the rights, claims or interests of the Credit Parties;

(l) entry of an order of the Bankruptcy Court granting any party other than the Credit Parties liens or claims on or against the Collateral or any other material assets of the Debtors, the REO Subsidiary, any Depositor or any SAF SPV (other than, solely with respect to assets that do not constitute Collateral, (i) the existing liens granted to the Prepetition 1L Agent and the Prepetition 2L Trustee on assets of the Debtors, (ii) adequate protection liens granted to the Prepetition 1L Agent and the Prepetition 2L Trustee in accordance with the Orders and consistent with Schedule 3 hereto, and (iii) liens permitted under the Prepetition 1L Credit Agreement (as amended and in effect on the date of the Commitment Letter) and DIP Warehouse Facility Agreements³);

(m) the filing of any chapter 11 plan of reorganization (or a disclosure statement describing a chapter 11 plan of reorganization) in the Cases or any motion to approve the Sale Agreement, any plan support agreement or any other asset purchase agreement or similar agreement, in any such case, that does not provide that all obligations of the Debtors and relevant non-Debtor subsidiaries with respect to the Definitive Documentation shall be paid in full in cash as per the terms

Provided that, during the Chapter 11 Period, no Debtor, SAF SPV, Depositor or REO Subsidiary shall (i) issue or incur, or file a motion to issue or incur, any additional secured or unsecured term loan debt, debt bonds or debt for borrowed money, or (ii) enter into, or file a motion to approve, any other debt arrangements similar to the DIP Warehouse Facility Agreements.

     of such agreements (other than with respect to any other asset purchase agreement or similar agreement relating to a sale or disposition on terms and conditions consented to by the Lenders, subject to any applicable prepayment requirements set forth in the Definitive Documentation);

(n)   (i) termination of the RSA, the RSA is amended, waived or otherwise modified in a manner that is materially adverse to the rights, claims or interests of the Credit Parties, or (iii) the “Consenting Term Lenders” under and as defined in the RSA fail to hold at least two-thirds of the aggregate principal amount of loans outstanding under the Prepetition 1L Credit Agreement and such failure continues unremedied for a period of five (5) consecutive business days;

(o)   exercise by Term Lenders or any other creditor (other than the Administrative Agent and/or requisite Lenders, in any such case, in accordance with the Definitive Documentation) of remedies (i) against any Collateral, or (ii) in a manner that is materially adverse to the rights, claims or interests of the Credit Parties;

(p)   if the creditors under the National Founders Facility are granted any adequate protection that is not wholly subordinated to the DIP Lenders by the Bankruptcy Court, and subsequently thereto any event of default occurs after the Petition Date the effect of which is to permit such creditors to exercise remedies against the estate of any Debtor;

(q)   the Sale Agreement, at any time after execution thereof, shall be (i) amended in a manner that results in such Sale Agreement no longer complying with the requirements under the Definitive Documentation or (ii) withdrawn or terminated, unless such Sale Agreement is replaced within a period of time to be agreed by a new Sale Agreement that provides for repayment in full in cash of the obligations under the Definitive Documentation on the closing of such agreement, which agreement shall be in form and substance reasonably satisfactory to the Lenders; provided that this clause (q) shall cease to apply in the event that clause (g)(ii) of the Chapter 11 Milestones no longer applies pursuant to the proviso set forth at the end of this clause (q);

(r)   any sale, transfer or other disposition of (i) any servicing rights with respect to any mortgage loans or rights to reimbursement for advances related thereto or (ii) any other assets of any Debtor, the REO Subsidiary, any Depositor or any SAF SPV and, in the case of this subclause (ii), the sale, transfer or other disposition of such other asset would materially impair the rights and claims of the Credit Parties (as determined by Required Lenders in their sole discretion) in and to the Collateral (other than the sale, transfer or other disposition of such servicing rights or assets occurring in the ordinary course; provided that the outstanding repurchase price or loan amount (including any accrued and unpaid interest and fees with respect thereto) owed to Lenders with respect to such sold mortgage servicing rights or rights to reimbursement for advances related thereto or, to the extent constituting Collateral, other sold assets shall be repaid no later than substantially concurrently with such sale, transfer or other disposition);

(s)   entry of an unstayed, post-petition judgment against the Debtors, the REO Subsidiary, any Depositor or any SAF SPV in excess of $5 million;

(t) the “Servicer” (to be defined consistent with the Prepetition Forward Warehouse Facility Agreement and the Prepetition CS/Barclays Reverse Mortgage Facility Agreement) of any mortgage loan held as Collateral has defaulted under the applicable “Servicing Agreement” (to be defined consistent with the Prepetition Forward Warehouse Facility Agreement and the Prepetition CS/Barclays Reverse Mortgage Facility Agreement) and the applicable Seller has not, within thirty (30) days, (i) replaced such Servicer with a successor servicer approved by Administrative Agent in its sole discretion or (ii) repurchased all purchased mortgage loans subject to such Servicing Agreement;

(u)   an “event of default” under any other DIP Warehouse Facility Agreement, DIP MSFTA or the DIP Guaranties;

(v)   any Seller, any Debtor, the REO Subsidiary, any Depositor or any SAF SPV shall admit its inability to, or its intention not to, perform any of its obligations under any of the DIP Warehouse Facility Agreements to which it is a party; provided that the filing of the Cases shall not, in and of itself, be deemed any admission of any such party’s inability to perform;

(w)  the occurrence of a Change in Control (to be defined in the Definitive Documentation, which definition shall include a failure of the Guarantor to own 100% of the equity in each Seller);

(x)   the occurrence of a Cash Collateral Termination Event (as defined in the Orders), subject to any cure period set forth in the applicable Order;

(y)   any governmental authority or any person, agency or entity acting or purporting to act under governmental or regulatory authority (i) shall have taken any action to condemn, seize or appropriate, or to assume custody or control of, all or any substantial part of the property of any Seller, Guarantor or any Affiliate thereof, (ii) shall have taken any action to displace the management of any Seller, Guarantor or any Affiliate thereof, or (iii) shall have taken any action to curtail its authority in any material respect in the conduct of the business of any DIP Seller, Guarantor or any Affiliate thereof, or any enforcement action that either materially impairs the ability of any Seller or the Guarantor to perform its obligations under the Definitive Documentation or prevents it from carrying on its business or a substantial part thereof, and, in the case of this subclause (iii), such action shall not have been discontinued or stayed within thirty (30) days;

(z)   any Seller fails to transfer Purchased Assets (as such term is to be defined in the applicable DIP Warehouse Facility Agreements) to Administrative Agent or its designee on the applicable purchase date (provided that the applicable Lenders (or the Administrative Agent, on behalf of the applicable Lenders) have tendered the related purchase price);

(aa)  an Act of Insolvency (as such term is to be defined in the Master Refinancing Agreement) shall have occurred with respect to the REO Subsidiary, any Depositor or any SAF SPV;

(bb)  assignment or attempted assignment by any DIP Seller, Guarantor, any Depositor or any SAF SPV of any DIP Warehouse Facility Agreement to which it is a party or any of its rights or obligations thereunder without first obtaining the specific written consent of Administrative Agent (at the direction of the Required Buyers in their sole discretion), or the granting by any DIP Seller of any security interest, lien or other encumbrances on any Purchased Assets to any person other than a Credit Party or any custodian or agent acting on their behalf;

(cc)  any of the DIP Warehouse Facility Agreements shall for any reason cease to create a valid, first priority security interest in any material portion of the Collateral purported to be covered thereby; and

(dd)  any DIP Seller, REO Subsidiary or Guarantor shall seek to disaffirm, terminate, limit, challenge, repudiate or reduce its obligations under any DIP Warehouse Facility Agreement or otherwise challenge the ability of Administrative Agent or any Lender to enforce its rights and remedies thereunder or any DIP Warehouse Facility Agreement at any time shall fail to be in full force and effect in all material respects in accordance with its terms or shall not be enforceable in all material respects in accordance with its terms.

Upon the occurrence of a DIP Maturity Date Event of Default, the exercise of remedies under any of the DIP Warehouse Facility Agreements or other Definitive Documentation may be commenced at the direction of either of the initial Lenders; provided, however, that to the extent that, and for so long as, the following conditions are satisfied (but solely during the 45-day period immediately following the DIP Maturity Date) the exercise of such remedies shall only be commenced at the direction of the Required Lenders:

(a)   the Debtors have filed with the Bankruptcy Court a plan of reorganization or asset purchase agreement in accordance with the DIP Orders (the “Acceptable Plan” or “Acceptable Sale Agreement”, as applicable);

(b)   (i) a confirmation or sale hearing, as applicable, has been scheduled for the confirmation or approval of such Acceptable Plan or Acceptable Sale Agreement and the Debtors are working to obtain Bankruptcy Court confirmation or approval thereof, or (ii) the Debtors have obtained entry of either an order of the Bankruptcy Court confirming such Acceptable Plan or the Sale Order approving such Acceptable Sale Agreement and are pursuing the effective date or consummation thereof, as applicable; and

(c)   an updated DIP budget is delivered within ten (10) days prior to the DIP Maturity Date demonstrating sufficient liquidity for the Debtors and their non-Debtor subsidiaries to the reach the expected effective date of such Acceptable Plan or consummation of the transactions under such Acceptable Sale Agreement, as applicable.

$650 million

Sublimits substantially consistent with the Prepetition Forward Warehouse Facility Agreement:

•   Wet-Ink Sublimit: means, as of any date of determination, an amount equal to (a) 50% of the applicable Maximum Available Purchase Price during the first and last five (5) Business Days of a calendar month, and (b) 30% of the applicable Maximum Available Purchase Price at any time other than during the first and last five (5) Business Days of a calendar month

•   Non-Agency QM Mortgage Loans: $20 million

•   Non-Agency Non-QM Loans: $15 million

•   Second Lien Mortgage Loans: $5 million

(a)   Fannie, Freddie or GNMA Loans (% of Market Value up to Par): 96% on dry loans and 95% on wet loans

(b)   Non-agency QM (% of Market Value up to Par): 85%

(c)   Non-agency Non-QM (% of Market Value up to Par): 80%

(d)   Second Lien Loans (% of Market Value up to Par): 50%

All eligible collateral consistent with current facility, including:

(a)   Loans originated in compliance with agency guidelines and eligible for delivery to Fannie, Freddie or GNMA

(b)   Other types of loans, or any interest therein, including Non-Agency QM, Non-Agency Non-QM, Second Lien Loans, USDA Mortgage Loans and other loans as agreed upon by the Lenders and Ditech Financial

Consistent with current financing arrangements, Lenders to provide advances for “wet” fundings with the delivery of full documentation following the closing of the loan

To increase by 2.00% following an Event of Default

$1,000 million

Inactive Ginnie Mae Buy Out Maximum 60% sublimit

Ginnie Mae HMBS Tail Securitizations $80 million sublimit*

Non-Insured and Insured REO Properties $15 million sublimit⁵

(a)   Active Ginnie Mae Buy Outs (% of Market Value up to Par): 90%

(b)   Inactive Ginnie Mae Buy Outs and REOs (% of Market Value up to Par): 85%

(c)   Ginnie Mae HMBS Tail Securitizations (% of Market Value up to Par): 92%

(d)   Non-Insured and Insured REO Properties (% of Market Value): TBD

All eligible collateral consistent with current facility, including:

(a)   Active Ginnie Mae Buy Outs;

(b)   Inactive Ginnie Mae Buy Outs;

(c)   Ginnie May Buy Outs in REO status that are insured;

(d)   Ginnie Mae HMBS commonly referred to as Tail Securitizations;

(e)   Non-Insured and Insured REO Properties subject to TBD eligibility criteria; and

(f)   Other types of loans, or any interest therein, as agreed upon by RMS and the Lenders

Notwithstanding anything to the contrary herein or in the Term Sheet, any facilities entered into for Ginnie Mae HMBS are contemplated to be documented separately from the other eligible collateral categories described above for the New Reverse Mortgage Facility Agreement. RMS, the Administrative Agent and the Lenders shall work together in good faith to structure and document any facilities for Ginnie Mae HMBS (the “DIP RMS HMBS Documentation”) and shall endeavor to complete any DIP RMS HMBS Documentation within 30 days after the DIP Closing. Prior thereto, availability under the Ginnie Mae HMBS sublimit shall be $0. It is understood and agreed that (i) the maximum committed amount under the DIP RMS HMBS Documentation shall be equal to $80 million in the aggregate, and (ii) the maximum combined committed amount under the DIP RMS HMBS Documentation and the New Reverse Mortgage Facility Agreement shall not exceed $1,000 million in the aggregate. Any DIP RMS HMBS Documentation entered into pursuant to this paragraph (x) shall constitute a DIP Warehouse Facility Agreement, and (y) shall be subject in all respects to the terms and conditions of, among other things, the Orders, the Master Refinancing Agreement and the Administration Agreement.

Availability under this sublimit shall equal $0 until the date that is 30 days after the DIP Closing (or such earlier date agreed to by the Administrative Agent in its sole discretion).

To increase by 2.00% following an Event of Default

$250 million

No commitment limits by collateral type

Financial Reporting: Consistent with Existing Facilities, as well as the following:

(i) daily cash flow forecasts with supporting detail, on a rolling 120-day basis, and (ii) monthly cash flow forecasts with supporting detail through December 31, 2019, in each case, updated weekly and to be delivered on Thursday of each week based on information as of the end of the immediately preceding calendar week, which reporting shall be in a form substantially consistent with such forecasts provided to the Lenders as of the date of the Commitment Letter or in such other form as is reasonably acceptable to the Lenders;

upon request by any Lender from time to time, the Guarantor and the Sellers shall hold a cash flow review call with the Administrative Agent, the Lenders and their respective representatives and advisors; provided that (i) absent an event of default, the Guarantor and Sellers shall not be required to have more than one such call during any calendar week and (ii) any such call shall be scheduled at times reasonably agreed to by the requesting Lender, the Sellers and the Administrative Agent;

monthly financial reporting in form and substance reasonably acceptable to the Lenders;

other reporting requirements provided to any of the Prepetition 1L/2L Secured Parties or their respective advisors in accordance with any order of the Bankruptcy Court.

Financial Covenants: Consistent with Existing Facilities, excluding profitability covenants at RMS and Ditech Financial and except as otherwise set forth in Schedule 4 to the Term Sheet with respect to the Sellers’ minimum liquidity covenants.

To increase by 2.00% following an Event of Default

Prepetition 1L Adequate Protection Liens. The Prepetition 1L Agent (on behalf of itself and the other Prepetition 1L Secured Parties) shall receive a replacement security interest in and lien on (the “Prepetition 1L AP Liens”) the same property of the Debtors (subject to the provisions set forth in Schedule 4 to the Term Sheet) on which the Prepetition 1L Agent (on behalf of itself and the other Prepetition 1L Secured Parties) has a perfected, first-priority security interest and lien prior to the Petition Date pursuant to the Prepetition 1L Credit Agreement and related security documents as in effect on the date of the Commitment Letter, whether arising prepetition or postpetition (the “Prepetition 1L AP Collateral”), which liens and security interests shall be subordinate only to (i) Permitted Liens (as defined in the Prepetition 1L Credit Agreement) to the extent any such Permitted Liens are senior in priority under applicable non-bankruptcy law to the liens securing the Obligations under and as defined in the Prepetition 1L Credit Agreement and (ii) a customary professional fee “carve-out” in an amount to be agreed upon by the Debtors, the Requisite Term Lenders and the Lenders (the “Carve Out”); provided that (a) in no event shall Prepetition 1L AP Collateral include, or any Prepetition 1L AP Liens attach to, any assets and property subject to a security interest or lien granted to any of the DIP Warehouse Secured Parties (as defined below) under the Definitive Documentation, including the Orders (or otherwise constituting “collateral”, “repurchase assets” or any similar concept under any of the Definitive Documentation) (the “DIP Collateral”), which DIP Collateral shall include (x) “Collateral” as defined in the Term Sheet to which this Schedule 3 is attached, (y) the same classes of assets and property of the Debtors and relevant non-Debtor subsidiaries on which any of the secured parties under any of the Existing Facilities had, or would have been permitted pursuant to the Prepetition 1L Credit Agreement to have, security interests and liens prior to the Petition Date, and (z) certain other assets that constitute Excluded Collateral (as defined below) (with cross-collateralization being permitted across the obligations under the Definitive Documentation)), (b) in no event shall Prepetition 1L AP Collateral include, or any Prepetition 1L AP Liens attach to, any other Excluded Collateral and (c) nothing in the Orders shall be deemed to grant any interest in any DIP Collateral or other Excluded Collateral to the Prepetition 1L Secured Parties. The Prepetition 1L AP Liens shall not be (i) subject or junior to any lien or security interest that is avoided and preserved for the benefit of the Debtors’ estates under section 551 of the Bankruptcy Code or (ii) subordinated to or made pari passu with any other lien or security interest, whether under section 364(d) of the Bankruptcy Code or otherwise, except as expressly provided in the Orders.

Prepetition 1L 507(b) Claim. The Prepetition 1L Agent (on behalf of itself and the other Prepetition 1L Secured Parties) shall receive an administrative expense claim against each of the Debtors pursuant to Bankruptcy Code section 507(b) with priority over all other administrative expenses (the “Prepetition 1L AP Superpriority Claim”) except that with respect to the Sellers, the Prepetition 1L AP Superpriority Claim shall be junior to the DIP Superpriority Claims, subject to the Carve Out. It is understood and agreed that the DIP Superpriority Claims against the Guarantor shall be junior only to the Prepetition 1L AP Superpriority Claim against the Guarantor and subject to the Carve Out.

Prepetition 1L Adequate Protection Payments. The Debtors’ prompt payment of, whether incurred prior to or following the Petition Date, all reasonable fees and expenses of the Prepetition 1L Agent (in accordance with the Prepetition 1L Credit Agreement), but limited, in the case of fees and expenses of legal counsel and professional advisors, to the reasonable and documents fees and expenses of Kirkland and FTI, as provided in the RSA; provided that, subject to the terms of the Intercreditor Agreement (as defined in the Prepetition 1L Credit Agreement), the right of any party in interest (other than, so long as the RSA is in effect, the Debtors) to file a complaint with the Bankruptcy Court to recharacterize any such payments as payments against principal on the ground that the allowed claims on account of the loans under the Prepetition 1L Credit Agreement are under-collateralized is reserved, subject to the rights of the Prepetition 1L Secured Parties to oppose such complaint and raise any and all defenses thereto.

Prepetition 1L Financial Reporting. Until the effective date of a chapter 11 plan of reorganization in the Cases, the Debtors shall continue to provide the Prepetition 1L Agent, Kirkland, and FTI with financial and other reporting in compliance with the Prepetition 1L Credit Agreement and any reporting described in the Orders, including monthly financial reporting in form and substance reasonably acceptable to the Requisite Term Lenders and the Lenders (copies of all of which shall also be promptly provided to the Lenders); provided that delivery of audited financial statements for the fiscal year most recently ended accompanied by an audit report with a “going concern” or similar qualification shall not constitute a breach of such reporting obligations.