Exhibit 10.49


 


FORM OF TRANSITION SERVICES AGREEMENT


 


This
Transition Services Agreement (this “Services Agreement”) is made as of                 
2009, by and among (i) Walter Industries, Inc., a Delaware
corporation (“Walter”), on behalf of itself and each of the other Walter
Entities (defined below), and (ii) Walter Investment Management LLC, a
Delaware limited liability company (“Spinco”), on behalf of itself, its
successors and each of the other Spinco Entities (defined below).


 


WHEREAS,
Walter, JWH Holding Company, LLC, a Delaware limited liability company (“JWHHC”),
Spinco and Hanover Capital Mortgage Holdings, Inc., a Maryland corporation
(“Hanover”), are party to that certain Second Amended and Restated
Agreement and Plan of Merger (as further amended, supplemented, restated or
otherwise modified from time to time, the “Merger Agreement”), pursuant
to which in connection to other related transactions, (i) certain assets
and businesses of JWHHC will be acquired by Walter and transferred to Spinco, (ii) prior
to the Effective Time on the Closing Date, Walter shall distribute all of the
outstanding limited liability company interests in Spinco to Walter’s
stockholders (such time of the distribution, the “Distribution Date”)
and (iii) at the Effective Time, Spinco shall merge into Hanover, with
Hanover being the Surviving Corporation following the Merger.  Capitalized terms used but not defined herein
shall have the meaning ascribed to such terms in the Merger Agreement;


 


WHEREAS,
the Spinco Entities currently receive certain services from and provide certain
services to the Walter Entities;


 


WHEREAS,
each of the Walter Entities and the Spinco Entities desires that these services
continue to be provided after the Distribution Date, upon the terms and conditions
set forth in this Services Agreement.


 


In
consideration of the mutual covenants and agreements contained in this Services
Agreement, the parties hereto hereby agree as follows:


 


ARTICLE 1.


 


DEFINITIONS


 


1.1                                 Unless the
context otherwise requires, the following terms (and their singular or plural)
used in this Services Agreement shall have the meanings set forth below:


 


(a)         “Affiliate” shall
have the meaning ascribed to such term in the Merger Agreement after giving
effect to the Distribution.


 


(b)        “Business Day” shall
mean any day other than Saturday, Sunday or any other day on which commercial
banks are authorized to close or are closed in the states of Florida and
Maryland.


 

















 


(c)          “Disclosing Party”
shall have the meaning set forth in Section 1.1(g) of this Services
Agreement.


 


(d)         “Distribution Date”
shall have the meaning set forth in the recitals to this Services Agreement,


 


(e)          “Force Majeure” shall
have the meaning set forth in Section 7.1 of this Services Agreement.


 


(f)           “Hanover” shall have
the meaning set forth in the recitals to this Services Agreement.


 


(g)        “Information” means any information obtained
by a party to this Services Agreement, its Affiliates and its and their
respective officers, directors, employees, agents, contractors and representatives
(the “Receiving Party”) from any other party to this Services Agreement,
its Affiliates and its and their respective officers, directors, employees,
agents, contractors and representatives (the “Disclosing Party”)
concerning the past, present or future business activities of these entities or
persons, including any information relating to customers and related personal
data, pricing, methods, processes, financial data, lists, technical data,
apparatus, statistics, programs, specifications, documentation, research,
development or related information.


 


(h)         “JWHHC” shall have
the meaning set forth in the recitals to this Services Agreement.


 


(i)             “Merger Agreement”
shall have the meaning set forth in the recitals to this Services Agreement


 


(j)             “Person” means an
individual, partnership, corporation, trust, unincorporated association, or
other entity or association.


 


(k)          “Provider” shall mean
the particular Walter Entity or Spinco Entity, in any given location, that is
providing services or leasing or subleasing property (as lessor) pursuant to
this Services Agreement.


 


(l)            “Receiving Party”
shall have the meaning set forth in Section 1.1(g) of this Services
Agreement.


 


(m)      “Recipient” shall
mean the particular Walter Entity or Spinco Entity, in any given location, that
is receiving services or leasing or subleasing property (as tenant) pursuant to
this Services Agreement.


 


(n)         “Spinco” shall have
the meaning set forth in the preamble to this Services Agreement.


 


(o)         “Spinco Entities”
means, collectively, Spinco and any of its subsidiaries that are listed as
Recipients on Schedule A or as Providers on Schedule B.


 


(p)         “Spinco Provided Services”
shall have the meaning set forth in Section 2.2 of this Services
Agreement.


 

















 


(q)         “Term” shall have the
meaning set forth in Section 5.1 of this Services Agreement.


 


(r)            “Walter” shall have
the meaning set forth in the preamble to this Services Agreement.


 


(s)          “Walter Entities”
means, collectively, Walter and any of its subsidiaries that are listed as
Providers on Schedule A or as Recipients on Schedule B.


 


(t)            “Walter Provided Services”
shall have the meaning set forth in Section 2.1 of this Services
Agreement.


 


Other
terms are used as defined elsewhere herein.


 


ARTICLE 2.


 


SERVICES


 


2.1                                 Walter Provided
Services. Pursuant to the terms of this Services Agreement,
the Walter Entities agree to provide, or cause to be provided, to the
respective Spinco Entities the services described in Schedule A to this
Services Agreement (the “Walter Provided Services”).


 


2.2                                 Spinco Provided
Services. Pursuant to the terms of this Services Agreement,
the Spinco Entities agree to provide, or cause to be provided, the services
described in Schedule B to this Services Agreement (the “Spinco Provided
Services”).


 


2.3                                 Other Services. If, after the
execution of this Services Agreement, the parties determine that a service
provided by the Walter Entities to the Spinco Entities or by the Spinco
Entities to the Walter Entities prior to the date hereof was omitted from the
Schedules to this Services Agreement, then the parties shall negotiate in good
faith to agree to the terms and conditions upon which such services would be
added to this Services Agreement, it being agreed that the charges for such
services should be determined on a basis consistent with the methodology for
determining the initial prices provided for in Section 3.3.


 


ARTICLE 3.


 


COMPENSATION


 


3.1                                 Compensation
for Walter Provided Services. Subject to Section 3.4,
the compensation for the Walter Provided Services for the duration of the Term
shall be as described for each individual service provided as set forth on
Schedule A, plus applicable sales or value-added taxes, if any.


 


3.2                                 Compensation
for Spinco Provided Services. Subject to Section 3.4,
the compensation for the Spinco Provided Services for the duration of the Term
shall be as described for each 


 

















 


individual
service as set forth on Schedule B, plus applicable sales or value-added
taxes, if any.


 


3.3                                 Methodology for
Determining Prices. The parties agree that the prices charged by a
Provider for any service provided hereunder shall be sufficient to cover such
Provider’s reasonable estimate of its actual costs and, if applicable,
consistent with the prices such Provider would charge to an affiliate, in each
case without taking into account any profit margin or projected savings from
increased efficiency.


 


3.4                                 Price
Adjustments. It is the intent of the parties that the prices
set forth on the Schedules hereto are consistent with the methodology for
determining prices as described in Section 3.3. If the parties determine
in good faith that the initial prices set forth on the Schedules hereto are not
consistent with such methodology, then the parties shall negotiate in good
faith to adjust such prices in a manner that is consistent with such
methodology.


 


3.5                                 Allocation of
Certain Expenses.


 


(a)                                  (i)  In
respect of software applications which are resident in the Spinco Entities
while they are affiliates of the Walter Entities, Spinco shall bear the costs
and expenses of obtaining any and all licenses for such software applications
for Spinco.


 


(ii) 
Walter and Spinco shall cooperate in good faith to minimize the costs and
expenses to be incurred pursuant to this Section 3.5(a).


 


(b)                            Walter and
Spinco shall each bear the costs and expenses of obtaining any and all consents
from third parties which may be necessary in connection with the other
party’s provision of services to the Recipient hereunder.


 


3.6                                 Terms of
Payment; Dispute Resolution.


 


(a)                             Except as
otherwise expressly provided herein, Providers shall invoice Recipients monthly
(or, if mutually agreeable to Provider and Recipient, quarterly or
semi-annually) in arrears for the services provided by them under this Services
Agreement. Payment in U.S. dollars shall be made by Recipients within 30 days
after receipt of any invoice. No Recipient shall withhold any payments to its
Provider under this Services Agreement, and no Provider shall withhold the
provision of any services to its Recipient, notwithstanding any dispute that may be
pending between them, whether under this Services Agreement or otherwise (any
required adjustment being made on subsequent invoices), unless such withholding
is provided for in an arbitration award in accordance with Section 9.7 of
this Services Agreement.


 


(b)                                 If there is a
dispute between any Recipient and any Provider regarding the amounts shown as
billed to such Recipient on any invoice, such Provider shall furnish to such
Recipient reasonable documentation to substantiate the amounts billed including,
but not limited to listings of the dates, times and amounts of the services in
question where applicable and practicable. Upon delivery of such documentation,
such Recipient and such Provider shall cooperate and use their best efforts to
resolve such dispute among themselves. If such disputing parties are unable to
resolve their dispute within thirty (30) calendar days of the initiation of
such 


 

















 


procedure,
and such Recipient believes in good faith and with a reasonable basis that the
amounts shown as billed to such Recipient are inaccurate or are otherwise not
in accordance with the terms of this Services Agreement, then such Recipient
shall have the right, at its own expense (subject to any award or allocation of
expenses included in any judgment rendered by the arbitrator as set forth in Section 9.7
hereof), to commence arbitration in accordance with Section 9.1 of this
Services Agreement.


 


ARTICLE 4.


 


OCCUPANCY
RIGHTS


 


4.1                                 Any employee of
a Walter Entity or Spinco Entity who is located at a facility of the other
party may remain at such location for a period not to exceed 180 days
after the date of the spin-off; provided, however, that such
employee shall be required to adhere to all applicable security restrictions
and guidelines at such facility. Thereafter, the owner of such facility
may require such employee(s) to vacate the premises unless, prior to
such time, the parties have executed a formal lease or other occupancy
arrangement upon commercially reasonable terms that are mutually acceptable to
the parties.


 


ARTICLE 5.


 


TERM


 


5.1                                 Term. Except as
expressly provided otherwise in this Services Agreement, or with respect to
specific services as indicated on the Schedules hereto, the term of this
Services Agreement shall commence on the Distribution Date and shall expire
automatically at the time the term of every service described on the Schedules
hereto terminates (the “Term”). The obligation of any Recipient to make
a payment for services previously rendered shall not be affected by the
expiration of the term and shall continue until full payment is made.


 


5.2                                 Termination of
Individual Services. Each of the individual services described on the
Schedules hereto has a separate term which, in respect of some services,
includes a right of extension. Unless earlier terminated pursuant to the
following sentence, the obligation of a Provider to provide a service will
terminate upon the expiration of the term of such service. Effective between
the respective Provider and Recipient, a Recipient may terminate at any
time during the Term any individual service provided under this Services
Agreement on a service-by-service basis (and/or location-by-location basis
where an individual service is provided to multiple locations of a Recipient)
upon written notice to the Provider identifying the particular service (or
location) to be terminated and the effective date of termination, which date
shall not be less than 30 days after receipt of such notice unless the Provider
otherwise agrees. Effective upon the termination of any service, an appropriate
reduction will be made in the fees charged to such Recipient.


 

















 


ARTICLE 6.


 


CERTAIN COVENANTS


 


6.1                                 Points of
Contact. Each Provider and Recipient shall name a point of contact which shall
be added to the Schedules hereto. Such points of contact shall be responsible
for the implementation of this Services Agreement between the respective
Provider and its Recipient, including resolutions of any issues that
may arise during the performance hereunder on a day-to-day basis.


 


6.2                                 Cooperation;
Reasonable Care.


 


(a)                             The parties
will cooperate (using reasonable commercial efforts) to effect a smooth and
orderly transition of the services provided hereunder from the Providers to the
respective Recipients including, without limitation, the separation of the
Spinco Entities from the Walter Entities; provided, however, that
this Section 6.2 shall not require any party hereto to incur any
out-of-pocket expenses unless and except as expressly provided otherwise
herein.


 


(b)                            Each Provider
shall perform the services that it is required to provide to its
respective Recipient(s) under this Services Agreement with reasonable
skill and care and shall use at least that degree of skill and care that it
would exercise in similar circumstances in carrying out its own business. Each
Provider shall take necessary measures to protect the respective Recipient’s
data that is processed by such Provider from destruction, deletion or
unauthorized change and allow its recovery in events of Force Majeure; provided,
however, that a Provider shall be deemed to have satisfied this
obligation if the measures taken to protect and recover a Recipient’s data are
equivalent to what it uses in carrying out its own business.


 


6.3                                 Migration
Projects. Each Provider will provide the respective
Recipient with reasonable support necessary to transition the services, which
may include consulting and training and providing reasonable access to
data and other information and to Provider’s employees; provided, however,
that such activities shall not unduly burden or interfere with Provider’s
business and operations. Where required for transitioning the services, the
Recipient’s employees will be granted reasonable access to the respective
Provider’s facilities during normal business hours.


 


6.4                                 Further
Assurances. From time to time after the date hereof, without
further consideration, each party shall execute and deliver such formal lease
or license agreements as another party may reasonably request to evidence
any lease or license provided for herein or contemplated hereby.


 


6.5                                 Certain
Disbursements/Receipts. The parties hereto contemplate that, from
time to time, including following the Merger, Walter Entities and/or Spinco
Entities (any such party, the “Paying Party”), as a convenience to
another Spinco Entity or Walter Entity, as the case may be (the “Responsible
Party”), in connection with the transactions contemplated by this Services
Agreement, may make certain payments that are properly the responsibility
of the Responsible Party (any such payment made, a “Disbursement”).
Similarly, from time to time, Walter Entities and/or Spinco Entities (any such
party, the “Payee”) may receive from third parties certain payments
to which another Spinco Entity or Walter Entity, as the case may be, is
entitled (any such party, the “Other Party”, and any such payment
received, a “Receipt”).


 

















 


(a)                             Disbursements.


 


(i)                                For Disbursements made by
check, the Responsible Party will reimburse the Paying Party within three (3) Business
Days after written notice of such Disbursement has been given to the
Responsible Party.


 


(ii)                             In case of a Disbursement by
electronic funds, if written notice has been given by 2:00 p.m. on the
Business Day prior to the payment of such Disbursement, the Responsible Party
shall reimburse the Paying Party for the amount of such payment on the date the
Disbursement is made by the Paying Party. If notice as provided above has not
been given prior to the payment of such Disbursement, the Responsible Party
shall reimburse the Paying Party for the amount of such payment within one
Business Day after receipt by the Responsible Party of such notice
from the Paying Party.


 


(iii)                          A Paying Party shall provide
such supporting documentation regarding Disbursements for which it is seeking
reimbursement as the Responsible Party may reasonably request.


 


(b)                            Receipts. A Payee shall
remit Receipts to the Other Party within one Business Day of receipt thereof.


 


(c)                             Certain
Exceptions. Notwithstanding anything to the contrary set forth
above, if with respect to any particular transaction(s), it is impossible or
impracticable under the circumstances to comply with the procedures set forth
in Sections 6.5(a) or 6.5(b) hereof (including the time periods
specified therein), the parties will cooperate to find a mutually agreeable
alternative that will achieve substantially similar economic results from the
point of view of the Paying Party or the Other Party, as the case may be
(i.e., an alternative pursuant to which the Paying Party will not incur any
material interest expense or the Other Party will not be deprived of any
material interest income); provided, however, that if a Payee
cannot comply with the procedures set forth in Section 6.5(b) hereof
because it does not become aware of a Receipt on behalf of the Other Party,
then the Payee shall remit such Receipt (without interest thereon) to the Other
Party within one Business Day after the Payee becomes aware of such Receipt.


 


(d)                            Funding of
Payroll. Notwithstanding anything which may be to the contrary set forth
in Sections 6.5(a) or 6.5(c) hereof, payroll disbursed by or at
the direction of a Walter Entity as part of the Walter Provided Services
shall be funded in immediately available funds to an account as directed by
such Walter Entity on the day the direct deposits are issued to Spinco
employees; provided, that such Walter Entity notifies the respective
Spinco Entity by 3:00 p.m. on the Business Day prior to the date of
disbursement of the funding requirement amount (which amount shall be grossed
up to include any social security and medicare taxes and any other related
disbursements made in connection with the payroll payment to the respective
employee).


 


(e)                             Interest Rate. Any payments
required by sections 6.5(a) or 6.5(b) that are not paid by the
Responsible Party or the Payee, as the case may be, within the applicable
periods of time set forth in such sections, and that are not
otherwise subject to the exceptions set forth in Section 6.5(c),


 

















 


shall
accrue interest thereon calculated daily at the “Prime Rate” as published
by the Wall Street Journal.


 


ARTICLE 7.


 


FORCE
MAJEURE


 


7.1                                 Force Majeure. No Provider
shall bear any responsibility or liability for any losses, damages,
liabilities, claims, costs or expenses, including attorneys’, accountants’ or
experts’ fees (“Damages”) arising out of any delay, inability to
perform or interruption of its performance of obligations under this
Services Agreement due to any acts or omissions of Recipient or for events
beyond its reasonable control (hereinafter referred to as “Force Majeure”)
including, without limitation, acts of God, act of governmental authority, act
of the public enemy or due to war, riot, flood, civil commotion, insurrection,
labor difficulty, severe or adverse weather conditions, lack of or shortage of
electrical power, malfunctions of equipment or software programs or any other
cause beyond the reasonable control of the Provider whose performance is
affected by the Force Majeure event.


 


ARTICLE 8.


 


INDEMNITY


 


8.1                                 Indemnity.


 


(a)                                  The Walter
Entities and Spinco Entities, in both instances jointly and severally among
such Entities, will each indemnify and hold harmless the other, their agents,
employees and invitees, against all liabilities, claims, losses, damages, death
or personal injury of whatever nature or kind, arising out of their respective
performance of this Services Agreement or the entry of their respective agents,
employees or invitees in the premises of the other, to the extent occasioned by
their own willful misconduct or negligent actions or omissions or the willful
misconduct or negligent actions or omissions of their respective agents,
employees or invitees.


 


(b)                                 Notwithstanding
the foregoing, no party shall be entitled to any damages with respect to lost
profits or other consequential damages or punitive damages with respect to the
performance by any other party under this Services Agreement.


 


ARTICLE 9.


 


MISCELLANEOUS


 


9.1                                 Resolution of
Disputes; Continuation of Services Pending Outcome of Dispute. In the event
of any dispute between the parties or between Providers and Recipients, the
parties agree to be bound by the arbitration procedures set forth in Section 9.7
of this Services Agreement. Notwithstanding the existence of any dispute
between the parties, no Provider shall discontinue any service provided for
herein, unless so provided in an arbitral determination that the 


 

















 


respective
Recipient is in default of an obligation under this Services Agreement.


 


9.2                                 Confidentiality.


 


(a)                                  Disclosure.


 


(i)                                     The Receiving Party shall
hold all the Disclosing Party’s Information in confidence for the Disclosing
Party and, except as set forth in this Services Agreement (including in the
Schedules hereto) or as otherwise may be documented by the Disclosing Party in
writing, the Receiving Party shall not disclose to any person, firm or
enterprise, or use for its own benefit, any such Information. The Receiving
Party may disclose Information of the Disclosing Party to its Affiliates and
its and their officers, directors, employees, agents, contractors and
representatives on a need-to-know basis and solely as required in order for the
parties and their Affiliates to perform their respective obligations under this
Services Agreement.  Without limiting the
foregoing, Walter, Spinco and their respective Affiliates shall (A) advise
each of their respective officers, directors, employees, agents, contractors
and representatives having access to or using such Information of the
confidentiality requirements in this Services Agreement, (B) cause each
such officer, director, employee, agent, contractor and representative to
comply with the confidentiality requirements set forth in this Services
Agreement (including, without limitation, taking all reasonable measures, at
its sole expense, to restrain such officer, director, employee, agents,
contractor and representative from any prohibited or authorized disclosure or
use of the Information) and (C) be responsible for any breach of such
confidentiality requirements set forth in this Agreement by any of their
respective Affiliates, officers, directors, employees, agents, contractors and
representatives.


 


(ii)                                  The obligation of
confidentiality contained in this Services Agreement shall not apply to the
extent that: (A) the Receiving Party is required to disclose information
by Law to which the Receiving Party is subject, provided, that the
Receiving Party shall not make any such disclosure without first notifying the
Disclosing Party and allowing the Disclosing Party a reasonable opportunity to
seek injunctive relief from (or a protective order with respect to) the
obligation to make such disclosure; or (B) (I) the disclosed
information was or becomes publicly available other than as a result of the
action of the Receiving Party in violation hereof, or (II) the disclosed
information was received by the Receiving Party after the date hereof on an
unrestricted basis from a source unrelated to the Disclosing Party and not
known by the Receiving Party to be under a duty of confidentiality to the
Disclosing Party.


 


(b)                                 Document Retention. 
Promptly after the termination or expiration of this Services Agreement, each
Receiving Party shall furnish, upon reasonable request and at the expense of
the Disclosing Party, to the Disclosing Party all copies (in whatever form or
medium) of all such Information in the possession of Receiving Party.  Notwithstanding the termination or expiration
of this Services Agreement or any of the services provided hereunder, each
Receiving Party shall maintain indefinitely the confidentiality of any such
retained record to the same extent required under this Services Agreement.


 


9.3                                 Notices. All notices,
consents, waiver, claims and other communications hereunder (each a “Notice”)
shall be in writing and shall be (a) personally delivered, (b) deposited,
prepaid in a 


 

















 


nationally
established overnight delivery firm such as Federal Express, (c) mailed by
certified mail, return receipt requested, or (d) transmitted by facsimile
as follows:


 


	
  As
  to Walter or any other Walter Entity:

  
	
  Walter
  Industries, Inc.

  
	
  4211
  W. Boy Scout Blvd., 10th Floor

  
	
  Tampa,
  FL 33607

  
	
  Attention:
  General Counsel

  
	
  Fax
  No.: (813) 871-4420

  
	
   

  
	
  As
  to Spinco or any other Spinco Entity:

  
	
  Walter
  Investment Management LLC

  
	
  4211
  W. Boy Scout Blvd., 4th Floor

  
	
  Tampa,
  FL 33607

  
	
  Attention:
  General Counsel

  
	
  Fax
  No.: (813) 871-[    ]

  



 


or
to any other address which such party may have subsequently communicated
to the other party by a Notice given in accordance with the provisions of this
Section. Each Notice shall be deemed given and effective upon receipt (or
refusal of receipt).


 


9.4                                 Entire
Agreement. This Services Agreement and the Schedules attached
hereto contain every obligation and understanding between the parties relating
to the subject matter hereof and merge all prior discussion, negotiations and
agreements, if any, between them, and none of the parties shall be bound by any
representations, warranties, covenants or other understandings, other than as
expressly provided herein or therein.


 


9.5                                 Waiver and
Amendment. Any representation, warranty, covenant, term or
condition of this Services Agreement which may legally be waived,
may be waived, or the time of performance thereof extended, at any time by
the party hereto entitled to the benefit thereof, and any term, condition or
covenant hereto may be amended by the parties hereto at any time. Any such
waiver, extension or amendment shall be evidenced by an instrument in writing
executed on behalf of the appropriate party by a Person who has been authorized
by such party to execute waivers, extensions or amendments on its behalf. No
waiver by any party hereto, whether express or implied, of its rights under any
provisions at any other time or a waiver of such party’s rights under any other
provision of this Services Agreement. No failure by any party hereto to take
any action against any breach of this Services Agreement or default by another
party shall constitute a waiver of the former party’s right to enforce any
provision of this Services Agreement or to take action against such breach or
default or any subsequent breach or default by such other party.


 


9.6                                 Severability. In the event
that any one or more of the provisions contained in this Services Agreement
shall be declared invalid, void or unenforceable, the remainder of the
provisions of this Services Agreement shall remain in full force and effect,
and such invalid, void or unenforceable provision shall be interpreted as
closely as possible to the manner in which it was written.


 


9.7                                 Governing Law;
Jurisdiction. This Services Agreement shall be interpreted and
construed 


 

















 


in
accordance with the laws of New York applicable to contracts made and to be
performed therein.  Neither party shall
commence any proceeding against the other party under this Services Agreement
unless and until the parties shall have attempted in good faith to settle the
underlying dispute through negotiation or mediation for a period of not less
than 30 days. If the parties have not resolved the dispute within 30 days, then
either party may initiate arbitration by notifying the other party in
writing that arbitration is demanded. The arbitration shall be conducted in
accordance with the CPR Institute for Dispute Resolution Rules for
Non-Administered Arbitration (the “Rules”) by one arbitrator. Unless
the parties agree on an individual arbitrator by name, each party shall appoint
one arbitrator, obtain its appointee’s acceptance of such appointment, and
deliver written notification of such appointment and acceptance to the other
party within 10 days after delivery of the written notice demanding
arbitration. The two party appointed arbitrators shall then jointly appoint a
third arbitrator, obtain the appointee’s acceptance of such appointment and
notify the parties in writing of such appointment and acceptance within 10 days
after their appointment and acceptance. The arbitrator appointed by the two
party-appointed arbitrators shall serve as the sole arbitrator. If the party
appointed arbitrators fail to appoint an arbitrator within the time limits specified
herein, the CPR Institute for Dispute Resolution shall appoint the arbitrator
in accordance with Article 6 of the Rules. Judgment upon the award
rendered by the arbitrator may be entered by any court having jurisdiction
thereof. Unless otherwise agreed, the place of the arbitration shall be Tampa,
Florida.


 


9.8                                 Counterpart Execution. This Services
Agreement may be executed in counterparts with the same effect as if all
of the parties had signed the same document. Such counterparts shall be
construed together and shall constitute one and the same instrument,
notwithstanding that all of the parties are not signatories to the original or
the same instrument, or that signature pages from different counterparts
are combined. The signature of any party to one counterpart shall be
deemed to be a signature to and may be appended to any other counterpart.


 


9.9                                 Assignment. This Services
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, provided that this Agreement
may not be assigned by either party to any Person without the prior
written consent of the other party, which consent shall not be unreasonably
withheld or delayed. Notwithstanding the foregoing, (i) either party
may assign any of its rights and obligations under this Services
Agreement, in whole or in part, to one or more wholly owned subsidiaries of
such party; (ii) any party so assigning this Services Agreement shall
remain fully liable to the other party for the performance by any assignee of
any obligation of such party so assigned, and (iii) each party hereto
acknowledges and consents to the assignment, by operation of law or otherwise,
of this Services Agreement to the successor in interest of Spinco pursuant to
the Merger, and this Services Agreement shall remain binding and in full force
and effect following the Merger.  Any
purported assignment in violation of this Section 9.8 shall be void.


 


9.10                           No Third Party
Beneficiary. Nothing expressed or implied in this Services Agreement
is intended, or shall be construed, to confer upon or give any Person other
than the parties hereto, their respective successors and permitted assigns and
the indemnities, any rights or remedies under or by reason of this Services
Agreement.


 

















 


9.11                           Headings and
Interpretation. Titles and headings to articles and sections
herein and titles to the Schedules are inserted for convenience of reference
only and are not intended to be a part of or to affect the meaning or
interpretation of this Services Agreement. The Schedules referred to herein
shall be construed with and as an integral part of this Services Agreement
to the same extent as if they were set forth verbatim herein.


 


9.12                           Survival.
Notwithstanding anything to the contrary herein, the rights and obligations of
the parties under this Services Agreement which by their nature would continue
beyond the termination of this Services Agreement, including but not limited to
those set forth in Sections 3.6, 6.5, 8.1, 9.1, 9.2 and 9.7, shall survive termination
of this Services Agreement.


 


[Signature pages to follow]


 

















 


IN
WITNESS WHEREOF, the duly authorized officers or representatives of the parties
hereto have duly executed this Services Agreement as of the date first written
above.


 


 


	
  Spinco
  Entities:

  	
   

  	
  Walter
  Entities:

  
	
   

  	
   

  	
   

  	
   

  
	
  Walter
  Investment Management LLC

  	
   

  	
  Walter
  Industries, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Mark
  J. O’Brien

  	
   

  	
  Name:
  

  	
  Victor
  P. Patrick

  
	
  Title:

  	
  President
  and Chief Executive Officer

  	
   

  	
  Title:
  

  	
  Vice
  Chairman, Chief Financial Officer  and
  General 

  
	
   

  	
   

  	
   

  	
  Counsel