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SEC Filings

T-3
WALTER INVESTMENT MANAGEMENT CORP filed this Form T-3 on 11/06/2017
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14. Acceptance and Termination.

If the terms and conditions herein correctly set forth our agreement with you, please indicate your acceptance of the terms of this Commitment Letter by returning to us executed counterparts hereof and of the Fee Letter not later than 5:00 p.m., New York City time, on November 6, 2017. Buyers’ offer hereunder, and our agreements to perform the services described herein, will expire automatically and without further action or notice and without further obligation to you at such time in the event that Administrative Agent has not received such executed counterparts in accordance with the immediately preceding sentence. This Commitment Letter will become a binding commitment on us only after (i) this Commitment Letter and the Fee Letter have been duly executed and delivered by you in accordance with the first sentence of this Section 14 and (ii) payment in full of all fees due and payable upon the execution of this Commitment Letter and the Fee Letter pursuant to the terms thereof. In the event that the DIP Closing does not occur on or before 3:00 p.m., New York City time, on December 29, 2017, then this Commitment Letter and Buyers’ commitments hereunder, and our agreements to perform the services described herein, shall automatically terminate without further action or notice and without further obligation to you unless Buyers shall, each in their discretion, agree to an extension. As a condition to Buyers’ offer hereunder, and agreements to perform the services described herein, the Guarantors and Sellers hereby represent and warrant that the proposed finance transaction described herein is not the subject of a commitment from another buyer or other financing source.

15. Syndication.

Each of Credit Suisse and Barclays reserves the right, prior to and/or after the execution of definitive documentation for the Facilities, to syndicate and/or participate all or a portion of Cayman Branch’s or Barclays’ commitments, as applicable, with respect to the Facilities to one or more banks, financial institutions and other institutional lenders (together with Cayman Branch and Barclays, the “Buyers”) and subject to limitations set forth in Section 7 hereof and provided that neither Credit Suisse nor Barclays, as applicable, shall be relieved, released or novated from its obligations hereunder or under the applicable DIP Warehouse Facility Agreements or the Exit Facility Agreements, as applicable, unless such assignment is made to (x) an affiliate of Cayman Branch or Barclays which assumes the obligations of Cayman Branch or Barclays, as applicable, or (y) another person approved by you (such approval not to be unreasonably withheld) which assumes the obligations of Cayman Branch or Barclays, as applicable; provided that, during an event of default under any of the Facility, assignments shall be permitted without your approval. You agree actively to assist each of Administrative Agent and Barclays, as applicable, in completing a satisfactory syndication and/or participation. Such assistance to the extent requested by Administrative Agent or Barclays shall include, among other things, (a) direct contact between senior management, representatives and advisors of the Guarantor and the Sellers and the proposed Buyers and (b) assistance by the Guarantor and the Sellers in the preparation of marketing materials to be used in connection with the syndication and/or participation, including by providing to Administrative Agent or Barclays, as applicable, all information with respect to the Guarantor, any Seller and their respective subsidiaries and the transactions contemplated hereby, including all Information and Projections, as Administrative Agent or Barclays may reasonably request.

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Commitment Letter

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