Exhibit



Exhibit 10.5.3


EXECUTION



AMENDMENT NO. 2 
TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Amendment No. 2 to Amended and Restated Master Repurchase Agreement, dated as of August 8, 2017 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Administrative Agent”), CREDIT SUISSE AG, a company incorporated under the laws of Switzerland, acting through its CAYMAN ISLANDS BRANCH (“CS Cayman”, “Committed Buyer” and a “Buyer”), ALPINE SECURITIZATION LTD (“Alpine” and a “Buyer”), DITECH FINANCIAL LLC (the “Seller”) and WALTER INVESTMENT MANAGEMENT CORP. (the “Guarantor”).
RECITALS
The Administrative Agent, Buyers and Seller are parties to that certain (a) Amended and Restated Master Repurchase Agreement, dated as of November 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing Repurchase Agreement”; and as further amended by this Amendment, the “Repurchase Agreement”) and (b) Amended and Restated Pricing Side Letter, dated as of November 18, 2016 (the “Pricing Side Letter”).  The Guarantor is party to that certain Amended and Restated Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”), dated as of November 18, 2016, by the Guarantor in favor of Administrative Agent for the benefit of the Buyers.  Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement, Pricing Side Letter and Guaranty, as applicable.
The Administrative Agent, Buyers, Seller and the Guarantor have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement.  As a condition precedent to amending the Existing Repurchase Agreement, the Administrative Agent and Buyers have required the Guarantor to ratify and affirm the Guaranty on the date hereof.
Accordingly, the Administrative Agent, Buyers, Seller and the Guarantor hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows:
Section 1.Event of Default.  Section 15(n) of the Existing Repurchase Agreement is hereby amended by inserting the text “(except with respect to financial statements for the period ended December 31, 2016)” immediately after the words “financial statements”.
SECTION 2.    Conditions Precedent.  This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent:
2.1    Delivered Documents.  On the Amendment Effective Date, the Administrative Agent on behalf of Buyer shall have received the following documents, each of which shall be satisfactory to the Administrative Agent in form and substance:











(a)    this Amendment, executed and delivered by the Administrative Agent, Buyers, the Seller and the Guarantor;
(b)    written e-mail confirmation from an authorized officer of Guarantor stating that Seller has received amendments substantially similar to this Amendment from all of other relevant counterparties with whom Seller has an additional repurchase or warehouse facility; and
(c)    such other documents as the Administrative Agent or counsel to the Administrative Agent may reasonably request.
SECTION 3.    Representations and Warranties.  Seller hereby represents and warrants to the Administrative Agent and Buyers that it is in compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Repurchase Agreement.
SECTION 4.    Limited Effect.  Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms.
SECTION 5.    Severability.  Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.
SECTION 6.    Counterparts.  This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.
SECTION 7.    Reaffirmation of Guaranty.  The Guarantor hereby ratifies and affirms all of the terms, covenants, conditions and obligations of the Guaranty and acknowledges and agrees that the term “Obligations” as used in the Guaranty shall apply to all of the Obligations of Seller to Administrative Agent and Buyers under the Repurchase Agreement and Pricing Side Letter, as amended hereby.
SECTION 8.    GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.
[SIGNATURE PAGE FOLLOWS]


2










IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the date first above written.
CREDIT SUISSE FIRST BOSTON  
MORTGAGE CAPITAL LLC, as  
Administrative Agent
By: /s/ Michael B. Dryden    
Name:    Michael B. Dryden
Title:    Managing Director
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Committed Buyer 
By: /s/ Michael Eaton    
Name:    Michael Eaton
		
	Title:
	 Authorized Signatory


By: /s/ Patrick Duggan    
Name:    Patrick Duggan
Title:    Authorized Signatory
ALPINE SECURITIZATION LTD, as a  
Buyer, by Credit Suisse AG, New York  
Branch as Attorney-in-Fact 
By: /s/ Michael Eaton    
Name:    Michael Eaton
		
	Title:
	 Associate


By: /s/ Patrick Duggan    
Name:    Patrick Duggan
Title:     Associate




Signature Page to Amendment No. 2 to Amended and Restated Master Repurchase Agreement











DITECH FINANCIAL LLC, as Seller 
By: /s/ Cheryl Collins     
Name: Cheryl Collins
Title:    SVP & Treasurer
    


WALTER INVESTMENT MANAGEMENT CORP., as Guarantor 
By: /s/ Cheryl Collins    
Name:    Cheryl Collins
Title:    SVP & Treasurer


Signature Page to Amendment No. 2 to Amended and Restated Master Repurchase Agreement