DITECH HOLDING Corp Sample Contracts

DITECH HOLDING Corp – FORBEARANCE AGREEMENT (February 11th, 2019)

This FORBEARANCE AGREEMENT (this “Agreement”), dated as of February 8, 2019, is entered into by and among DITECH HOLDING CORPORATION, a Maryland corporation (the “Borrower”), the Lenders listed on the signature pages hereto constituting the Required Lenders and the Agent (as defined below) (the Agent together with the undersigned Lenders, the “Forbearing Parties”).

DITECH HOLDING Corp – Ditech Holding Corporation Enters Into Restructuring Support Agreement Files for Voluntary Reorganization Under Chapter 11 to Implement Terms of the Agreement Receives Commitment for $1.9 Billion in Financing to Support Operations (February 11th, 2019)

FORT WASHINGTON, Pa., February 11, 2019 – Ditech Holding Corporation (“Ditech Holding”) (OTC Pink: DHCP) today announced that it, along with certain of its subsidiaries including Ditech Financial LLC and Reverse Mortgage Solutions, Inc. (collectively with Ditech Holding, the “Company”), has entered into a Restructuring Support Agreement (the “RSA”) with certain lenders holding more than 75% of Ditech Holding’s term loans (the “Consenting Term Lenders”). The RSA provides for a restructuring of the Company’s debt while the Company continues to evaluate strategic alternatives. Under the RSA, the Company will pursue a recapitalization that deleverages its capital structure by extinguishing over $800 million in corporate debt, and a liquidity enhancing transaction that includes an appropriately sized working capital facility at emergence. As contemplated by the RSA, the Company simultaneously continues to consider a broad range of options, including but not limited to potential transactions

DITECH HOLDING Corp – FORBEARANCE WITH RESPECT TO MSFTA (February 11th, 2019)

This Forbearance with respect to MSFTA, dated as of the Effective Date (as defined below) (this “Forbearance”), is entered into DITECH FINANCIAL LLC (“Ditech”) and NOMURA SECURITIES INTERNATIONAL, INC. (“Nomura”).

DITECH HOLDING Corp – FORBEARANCE WITH RESPECT TO WAREHOUSE FACILITY AGREEMENTS (February 11th, 2019)

This Forbearance with respect to Warehouse Facility Agreements, dated as of the Effective Date (as defined below) (this “Forbearance”), is entered into by and among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (“Credit Suisse”), as Administrative Agent on behalf of Buyers (in such capacity, “Administrative Agent”), 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, the “CS Buyers”), BARCLAYS BANK PLC (“Barclays” and together with the CS Buyers, each acting in its respective capacity as purchaser or buyer, as applicable, under the applicable Repo Transaction Documents (as defined below), the “Buyers”), BARCLAYS CAPITAL, INC., CREDIT SUISSE AG, NEW YORK BRANCH (“CS New York”), DITECH FINANCIAL LLC (“Ditech”), REVERSE MORTGAGE SOLUTIONS, INC. (“RMS”), RMS REO CS, LLC (“CS REO Subsidiary”), RMS REO BRC, LLC (“Barclays REO Subsidiary” and, together with CS REO Su

DITECH HOLDING Corp – 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 (February 11th, 2019)

You have advised Barclays Bank PLC (“Barclays”) and Nomura Corporate Funding Americas, LLC (“Nomura” and together with Barclays, the “Committed Buyers”; the Committed Buyers collectively with the Administrative Agent (as defined below), “we” or “us”) that (i) Ditech Financial LLC (“Ditech Financial”), Reverse Mortgage Solutions, Inc. (“RMS,” and together with Ditech Financial, the “Sellers” and individually in each of its own capacity, a “Seller”), Ditech Holding Corporation (the “Guarantor,” and together with Sellers, “you”), and the other Debtors (as defined in the Term Sheet (as defined below)) are considering filing voluntary petitions (the “Cases”) seeking relief under the provisions of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the bankruptcy court for the Southern District of New York (the “Bankruptcy Court”) and (ii) in connection with the Cases, you intend to establish master warehouse refinancing facilities (the “Facilities”) pursuant to which

DITECH HOLDING Corp – RESTRUCTURING SUPPORT AGREEMENT (February 11th, 2019)

This RESTRUCTURING SUPPORT AGREEMENT (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, and including any exhibits or schedules hereto, this “Agreement”), dated as of February 8, 2019, is entered into by and between:

DITECH HOLDING Corp – FORBEARANCE (January 17th, 2019)

FORBEARANCE, dated as of January 16, 2019 (this “Agreement”), by and among Ditech Holding Corporation, a Maryland corporation (the “Issuer”), each of the undersigned entities listed as guarantors (the “Guarantors” and, together with the Issuer, the “Note Parties”), and each of the undersigned beneficial owners and/or investment advisors or managers of discretionary accounts for the holders or beneficial owners of the Notes (as defined below) (collectively, the “Holders”).

DITECH HOLDING Corp – January 14, 2019 Ritesh Chaturbedi (January 17th, 2019)
DITECH HOLDING Corp – FORBEARANCE WITH RESPECT TO WAREHOUSE FACILITY AGREEMENTS (January 17th, 2019)

This Forbearance with respect to Warehouse Facility Agreements, dated as of the Effective Date (as defined below) (this “Forbearance”), is entered into by and among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (“Credit Suisse”), as Administrative Agent on behalf of Buyers (in such capacity, “Administrative Agent”), 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, the “CS Buyers”), BARCLAYS BANK PLC (“Barclays” and together with the CS Buyers, each acting in its respective capacity as purchaser or buyer, as applicable, under the applicable Repo Transaction Documents (as defined below), the “Buyers”), BARCLAYS CAPITAL, INC., CREDIT SUISSE AG, NEW YORK BRANCH (“CS New York”), DITECH FINANCIAL LLC (“Ditech”), REVERSE MORTGAGE SOLUTIONS, INC. (“RMS”), RMS REO CS, LLC (“CS REO Subsidiary”), RMS REO BRC, LLC (“Barclays REO Subsidiary” and, together with CS REO Su

DITECH HOLDING Corp – FORBEARANCE AGREEMENT (January 17th, 2019)

This FORBEARANCE AGREEMENT (this “Agreement”), dated as of January 16, 2019, is entered into by and among DITECH HOLDING CORPORATION, a Maryland corporation (the “Borrower”), the Lenders listed on the signature pages hereto constituting the Required Lenders and the Agent (as defined below) (the Agent together with the undersigned Lenders, the “Forbearing Parties”).

DITECH HOLDING Corp – FORM OF RETENTION AGREEMENT [Company Letterhead] (November 14th, 2018)

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.

DITECH HOLDING Corp – CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, (November 14th, 2018)

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

DITECH HOLDING Corp – AMENDMENT NO. 9 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (November 14th, 2018)

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”).

DITECH HOLDING Corp – CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, (November 14th, 2018)

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

DITECH HOLDING Corp – Ditech Holding CorporationOTC Pink: DHCPwww.ditechholding.com News Release: IMMEDIATE RELEASE (November 14th, 2018)

Total revenues of $204.7 million, an increase of $28.0 million compared to the prior year quarter, principally driven by fair value adjustments

DITECH HOLDING Corp – DITECH HOLDING CORPORATION CONFIRMS SUSPENSION NOTICE FROM NYSE AND COMMENCEMENT OF DELISTING PROCEEDINGS (November 6th, 2018)

FORT WASHINGTON, Pa., November 6, 2018 – Ditech Holding Corporation (“Ditech” or the “Company”) (NYSE: DHCP) today announced that it received notification from The New York Stock Exchange (the “NYSE”) informing Ditech that the NYSE has determined to commence proceedings to delist the Company’s common stock and warrants (collectively, “securities”) from the NYSE and that trading in the Company’s securities has been suspended.

DITECH HOLDING Corp – REVERSE MORTGAGE SOLUTIONS, INC., (August 9th, 2018)

This Mortgage Loan Purchase Agreement is made and entered into as of June 13, 2018 (the “Agreement”), by and between Reverse Mortgage Funding LLC (“Purchaser”), and Reverse Mortgage Solutions, Inc. (“Seller”).

DITECH HOLDING Corp – AMENDMENT NO. 3 TO MASTER REPURCHASE AGREEMENT (August 9th, 2018)

Amendment No. 3 to Master Repurchase Agreement, dated as of August 6, 2018 (this “Amendment”), among BARCLAYS BANK PLC, as purchaser and agent (the “Purchaser”), REVERSE MORTGAGE SOLUTIONS, INC., as seller (the “Seller”), and DITECH HOLDING CORPORATION, as guarantor (the “Guarantor”).

DITECH HOLDING Corp – CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, (August 9th, 2018)

This Amendment No. 3 to the Indenture Supplement (as defined below), dated as of August 6, 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 of

DITECH HOLDING Corp – DITECH HOLDING CORPORATION 2018 Equity Incentive Plan Performance Stock Unit Award Agreement (August 9th, 2018)

This PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”) entered into as of this 18th day of July, 2018 (the “Date of Grant”), is between Ditech Holding Corporation, a Maryland corporation (the “Company”), and Thomas Marano (the “Participant”). This award is made pursuant to the terms of the Company’s 2018 Equity Incentive Plan, as amended (the “Plan”). The applicable terms of the Plan are incorporated herein by reference, and capitalized terms used herein but not defined shall have the meanings set forth in the Plan. Reference is made hereby to the Employment Letter Agreement between the Company and the Participant dated April 18, 2018 (the “Employment Agreement”).

DITECH HOLDING Corp – Forward-Looking Statements Certain statements in this presentation constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical fact are forward- looking statements. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” “targets,” or other similar expressions. Actual results and (August 9th, 2018)
DITECH HOLDING Corp – DITECH HOLDING CORPORATION 2018 Equity Incentive Plan Performance Stock Unit Award Agreement (August 9th, 2018)

This PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”) entered into as of this [●] day of July, 2018 (the “Date of Grant”), is between Ditech Holding Corporation, a Maryland corporation (the “Company”), and [●] (the “Participant”). This award is made pursuant to the terms of the Company’s 2018 Equity Incentive Plan, as amended (the “Plan”). The applicable terms of the Plan are incorporated herein by reference, and capitalized terms used herein but not defined shall have the meanings set forth in the Plan.

DITECH HOLDING Corp – DITECH HOLDING CORPORATION 2018 Equity Incentive Plan Restricted Cash Award Agreement (August 9th, 2018)

This RESTRICTED CASH AWARD AGREEMENT (this “Agreement”) entered into as of this 18 day of July, 2018 (the “Date of Grant”), is between Ditech Holding Corporation, a Maryland corporation (the “Company”), and Jerry Lombardo (the “Participant”). The Compensation and Human Resources Committee of the Company’s Board of Directors (the “Committee”) has determined that it is in the best interests of the Company and its stockholders to grant the restricted cash award provided for in this Agreement to the Participant, pursuant to the terms of this Agreement.

DITECH HOLDING Corp – CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, (August 9th, 2018)

This Amendment No. 3 to the Indenture Supplement (as defined below), dated as of August 6, 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 beha

DITECH HOLDING Corp – New Residential Mortgage LLC 1345 Avenue of the Americas, 45th Floor New York, NY 10105 Attention: Jonathan Grebinar (August 9th, 2018)

Subservicing Agreement dated August 8, 2016 by and between New Residential Mortgage LLC “NRM”) and Ditech Financial LLC (“Ditech”) (the “Subservicing Agreement”)

DITECH HOLDING Corp – DITECH HOLDING CORPORATION 2018 Equity Incentive Plan Performance Stock Unit Award Agreement (August 9th, 2018)

This PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”) entered into as of this 18th day of July, 2018 (the “Date of Grant”), is between Ditech Holding Corporation, a Maryland corporation (the “Company”), and Ritesh Chaturbedi (the “Participant”). This award is made pursuant to the terms of the Company’s 2018 Equity Incentive Plan, as amended (the “Plan”). The applicable terms of the Plan are incorporated herein by reference, and capitalized terms used herein but not defined shall have the meanings set forth in the Plan. Reference is made hereby to the Employment Letter Agreement between the Company and the Participant dated April 18, 2018 (the “Employment Agreement”).

DITECH HOLDING Corp – AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT (June 6th, 2018)

Amendment No. 1 to Master Repurchase Agreement, dated as of May 15, 2018 (this “Amendment”), among BARCLAYS BANK PLC, as purchaser and agent (the “Purchaser”), REVERSE MORTGAGE SOLUTIONS, INC., as seller (the “Seller”), and DITECH HOLDING CORPORATION, as guarantor (the “Guarantor”).

DITECH HOLDING Corp – CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, (June 6th, 2018)

This Amendment No. 2 to the Indenture Supplement (as defined below), dated as of May 15, 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 of th

DITECH HOLDING Corp – CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, (June 6th, 2018)

This Amendment No. 1 to the Indenture Supplement (as defined below), dated as of April 20, 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 beha

DITECH HOLDING Corp – AMENDMENT NO. 7 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (June 6th, 2018)

Amendment No. 7 to Amended and Restated Master Repurchase Agreement, dated as of May 15, 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”).

DITECH HOLDING Corp – AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (June 6th, 2018)

Amendment No. 4 to Second Amended and Restated Master Repurchase Agreement, dated as of May 30, 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”).

DITECH HOLDING Corp – CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, (June 6th, 2018)

This Amendment No. 1 to the Indenture Supplement (as defined below), dated as of April 20, 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 of

DITECH HOLDING Corp – Forward-Looking Statements Certain statements in this presentation constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical fact are forward- looking statements. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” “targets,” or other similar expressions. Actual results an (June 6th, 2018)
DITECH HOLDING Corp – AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENT (June 6th, 2018)

Amendment No. 2 to Master Repurchase Agreement, dated as of May 30, 2018 (this “Amendment”), among BARCLAYS BANK PLC, as purchaser and agent (the “Purchaser”), REVERSE MORTGAGE SOLUTIONS, INC., as seller (the “Seller”), and DITECH HOLDING CORPORATION, as guarantor (the “Guarantor”).

DITECH HOLDING Corp – AMENDMENT NO. 8 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (June 6th, 2018)

Amendment No. 8 to Amended and Restated Master Repurchase Agreement, dated as of May 30, 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”).