0001040719-18-000032 Sample Contracts

CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC,
Ditech Agency • August 9th, 2018 • DITECH HOLDING Corp • Mortgage bankers & loan correspondents • New York

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

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CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC,
DITECH HOLDING Corp • August 9th, 2018 • Mortgage bankers & loan correspondents • New York

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 CORPORATION
Performance Stock Unit Award Agreement • August 9th, 2018 • DITECH HOLDING Corp • Mortgage bankers & loan correspondents • Maryland

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”).

REVERSE MORTGAGE SOLUTIONS, INC.,
Mortgage Loan Purchase Agreement • August 9th, 2018 • DITECH HOLDING Corp • Mortgage bankers & loan correspondents • New York

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 CORPORATION
Restricted Cash Award Agreement • August 9th, 2018 • DITECH HOLDING Corp • Mortgage bankers & loan correspondents • Maryland

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 CORPORATION
Performance Stock Unit Award Agreement • August 9th, 2018 • DITECH HOLDING Corp • Mortgage bankers & loan correspondents • Maryland

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 Financial LLC
DITECH HOLDING Corp • August 9th, 2018 • Mortgage bankers & loan correspondents
AMENDMENT NO. 3 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • August 9th, 2018 • DITECH HOLDING Corp • Mortgage bankers & loan correspondents • New York

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”).

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