Exhibit 10.51


 


Walter
Industries, Inc.


Walter
Investment Management LLC


FORM OF
JOINT LITIGATION AGREEMENT


 


THIS
JOINT LITIGATION AGREEMENT (this “Agreement”) is made
between Walter Industries, Inc., a Delaware corporation (“WLT”),
and Walter Investment Management LLC,
a Delaware limited liability company (“WIMLLC” and, together with WLT,
the “Principals”), and by each of them for their respective subsidiaries
(the “Subsidiary Parties” and, together with the Principals, the “Parties”),
and the Parties’ respective directors, officers, partners, employees, advisors,
affiliates, representatives and agents (“Representatives”), all to the
extent reflected in this Agreement, effective as of                                             ,
2009 (the “Distribution Date”).


 


WHEREAS,
WLT owns all the limited liability company units of WIMLLC;


 


WHEREAS, WLT, JWH Holding Company, LLC, a
Delaware limited liability company (“JWHHC”), WIMLLC 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 with
related transactions, (i) certain assets and businesses of JWHHC will be
acquired by WLT and transferred to WIMLLC, (ii) prior to the Effective
Time on the Closing Date, WLT shall distribute all of the  outstanding limited liability company
interests in WIMLLC to WLT’s stockholders (such time of the distribution, the “Distribution”
or the “Distribution Date”) and (iii) at the Effective Time, WIMLLC
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 Parties have been involved in, or may in the future be involved in, pending
or potential claims and litigation made by third parties unaffiliated with the
Principals, including, without limitation, claims and litigation specifically
referred to herein and in the schedules hereto (collectively referred to as “Litigation”)
that involve or could potentially involve Parties that will not be affiliated
with each other after the Distribution;


 


WHEREAS,
the Parties and their Representatives have developed a substantial amount of
evidence and work product relating to the Litigation and have, prior to the
effective date of the Distribution, engaged in communications that are
protected by the attorney work product, attorney-client, and joint defense
privileges;


 


WHEREAS,
the Parties and their Representatives currently share certain information that
is protected as confidential, or under attorney-client privileges, or as
attorney work product, and the Parties agree that after the Distribution such
information should continue to be treated as confidential, or protected by
attorney work product or attorney-client privileges;


 


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WHEREAS,
the Parties are willing to, and are willing to cause their respective
Representatives to, provide access to such evidence and work product on certain
conditions; and


 


WHEREAS,
the Parties desire to allocate responsibilities for the Litigation as provided
herein and to share insurance coverages and indemnification from third parties
that may be available to the Parties;


 


NOW,
THEREFORE, in consideration of the foregoing premises and of
the mutual agreements and for other good and valuable consideration hereinafter
set forth, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto, intending to be legally bound, do hereby agree as follows:


 


1.      Statement
of Intent. The Parties acknowledge that the intent of the Distribution will
be to separate the mortgage lending, mortgage servicing and insurance
businesses of WIMLLC from the homebuilding, coal mining, natural gas and other
businesses of WLT.  The Parties note that such businesses are, and have
historically been, unique and separate businesses, and that it is the intent of
the Parties that the Litigation referred to herein, and any subsequent
Litigation related to any of the businesses of any of the Parties, should be
allocated as much as possible to the type of business out of which the Litigation
arose.  Thus, it is the intent of the Parties that WIMLLC and its
Subsidiary Parties be responsible for all Litigation arising from the mortgage
lending, mortgage servicing and insurance business of WIMLLC, and that WLT and
its Subsidiary Parties be responsible for all Litigation arising from the
homebuilding, coal mining, natural gas and other businesses, including the
business of Cardem Insurance Co. Ltd. (except to the extent such Litigation
relates to and arises from the mortgage lending, mortgage servicing or
insurance businesses of WIMLLC), and that Litigation that relates to both
WIMLLC and WLT businesses shall be allocated and shared as agreed to by the
Principals, or as determined by the Arbitrator as set out below.


 


2.      Allocation
of Responsibility for Litigation and Claims.


 


(a)                                       Schedule
A Litigation.  WLT shall indemnify, defend and hold harmless WIMLLC
and its Subsidiary Parties and its and their Representatives as of and
following the effective time of the Distribution (the “WIMLLC Corporate
Entities”), from and against any costs, expenses and damages assessed as a
result of the Litigation listed on Schedule A hereto.  Such Litigation
shall be referred to herein as the “Schedule A Litigation”.


 


(b)                                      Schedule
B Litigation.  WIMLLC shall indemnify, defend and hold harmless WLT
and its Subsidiary Parties and its and their Representatives as of and
following the effective time of the Distribution (the “WLT Corporate
Entities”), from and against any costs, expenses and damages assessed as a
result of the Litigation listed on Schedule B hereto.  Such Litigation
shall be referred to herein as the “Schedule B Litigation”.


 


(c)                                       Schedule
C Litigation.  The Parties shall share the costs, expenses and damages



 


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assessed as a result of
the Litigation listed on Schedule C hereto, according to the allocations set
out in Schedule C hereto, or, if no allocations have been agreed between the
Principals, then in such amounts as the Principals may agree in the future, or
as their interests in the Litigation may ultimately be decided (the “Allocated
Share”).  Such Litigation shall be referred to herein as the “Schedule
C Litigation”.


 


3.      Future
Litigation.


 


(a)                                       With
respect to future Litigation, as soon as practicable after the identification
of such Litigation by any Party, the Principals and any other relevant Party
shall consult in good faith for the purpose of securing an agreement between
the Principals regarding an appropriate allocation of responsibility for such
Litigation among the Parties in accordance with the statement of intent set
forth in Section 1 of this Agreement.  It is the intent of the
Parties that the responsibility for the Litigation be assumed fully by one
Party, or that the Principals agree to allocate responsibility for such
Litigation among the Parties in the same fashion as envisioned for the Schedule
C Litigation.


 


(b)                                      If
the Principals are unable to allocate responsibility for any Litigation within
a reasonable period of time following identification of such Litigation, but in any event by the earlier to occur
of  (x) the date by which action
must be taken in connection with such Litigation to avoid prejudice to one of
the Parties in connection therewith or (y) the 30th day after
identification of the Litigation, then the Principals may agree that
such allocations shall be as determined by any third party (such as an outside
law firm) who has been granted authority by the Principals to determine such
allocation, or any party may elect to cause any such allocation of
responsibility to be determined by an Arbitrator as described in Section 9
hereof.


 


4.      Fees and
Expenses.


 


(a)                                       Except
as provided herein or otherwise agreed among the Principals, the Parties agree
to pay their own expenses in connection with any Litigation, including
attorneys’ fees and the fees and expenses of their respective affiliates and
agents.


 


(b)                                      WLT
shall be responsible for all out-of-pocket costs and expenses associated with
the Schedule A Litigation, including the costs of depositions, testimony and
discovery imposed on WIMLLC and its Subsidiary Parties and their respective
Representatives. For the avoidance of
doubt, WIMLLC and its Subsidiary Parties shall, and shall cause their
respective Representatives to, bear the costs of their respective internal
legal counsel and other personnel.


 


(c)                                       WIMLLC
shall be responsible for all out-of-pocket costs and expenses associated with
the Schedule B Litigation, including the costs of depositions, 


 


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testimony and discovery
imposed on WLT and its Subsidiary Parties and their respective Representatives.
For the avoidance of
doubt, WLT and its Subsidiary Parties shall, and shall cause their respective
Representatives to, bear the costs of their respective internal legal counsel
and other personnel.


 


(d)                                      Except
as provided on Schedule C, each of the Principals agrees to share the expenses
of the Schedule C Litigation in proportion to their Allocated Share, with each
bearing their own expenses as they are incurred, sharing (in proportion to
their Allocated Share) other more extraordinary expenses (such as expert
witness fees), and then reconciling their expenses incurred for their common
benefit when any Litigation is finally concluded or at such other time as
agreed by the Principals.


 


(e)                                       The
Principals shall regularly discuss the need for payments hereunder, or to
offset the payments incurred by the Subsidiary Parties.  Unless otherwise agreed by the Principals,
with respect to any specific Litigation or series of related Litigations, no
payments hereunder are required until the amount to be paid is greater than
$10,000 (unless the Principals agree on a final settlement of the amounts to be
paid in respect of such Litigation or series of related Litigations under this
Agreement), or until the amount owed to either Principal (including, for this
purpose, its Subsidiary Parties and its and their Representatives) hereunder
exceeds $50,000.  The Principals shall consult with each other at least
once each quarter during the first year following the execution of this
Agreement and semi-annually thereafter regarding any payments required or
proposed to be made hereunder and any proposed modification of the terms of
this Agreement or the schedules hereto.


 


(f)                                           Any
amounts owing hereunder shall, to the extent not paid within 30 days after any
agreement by the Principals regarding payment, bear interest at the Prime Rate
until such amounts are paid in full.  As used herein, “Prime Rate” shall
mean the fluctuating interest rate announced from time to time as published in
the Wall Street Journal as the U.S. Prime Rate.


 


5.    Protection
of Information.


 


(a)                                       For
purposes of this Agreement, the Parties record that they have a common interest
in the Litigation, recognizing that they were under common control and
ownership in connection with prior actions and communications with respect to
the Litigation.


 


(b)                                      The
Parties agree to share evidence and work product in connection with the
Litigation, including with their respective counsel, provided, however, that in
the event of disagreements regarding whether to settle any Litigation, the
Parties shall be free to settle any such Litigation, provided that the work
product, evidence, privileged materials and confidential information retained
by the settling Party shall not be shared with any third parties without the
consent of 


 


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any Party that would have
the right to prevent the disclosure of any such information had the
Distribution not occurred.


 


(c)                                       Each
Party agrees to protect, and shall cause its Representatives to protect, any
work product, evidence, privileged materials and confidential information
related to the Litigation against disclosure as if it were their own
information and to assert the joint litigation privilege as a bar to the
production of any such information.


 


6.    Prior
Coverages and Indemnification.


 


(a)                                       Prior
Coverage


 


(i)                                         With
respect to Litigation or other liabilities against a Party and its
Representatives (such Party, an “Exposed Entity”) that are or may be, in the
reasonable judgment of the Principal that is affiliated with such Exposed
Entity, covered by insurance policies held by an unaffiliated Party or by
indemnification otherwise available to an unaffiliated Party (a “Covered Entity”)
in respect of periods prior to the Distribution Date (“Prior Coverage”), such
Exposed Entity may pursue, or, to the extent possible, such Covered Entity
shall be authorized to pursue, claims in respect of such Litigation or other
liabilities on behalf of the Exposed Entity in the amounts and in accordance
with the terms of such Prior Coverage, provided that such claims relate to
matters that arose on or prior to the Distribution Date. Each Principal
affiliated with a Covered Entity agrees that it will not, and will not permit
any affiliate (including any Covered Entity) to, terminate any Prior Coverage
without the other Principal’s consent.  Promptly upon receipt of the
proceeds of any such Prior Coverage resulting from such claims, the Covered
Entity shall cause such proceeds to be paid to the Exposed Entity; provided
that the amount of such proceeds paid by the Covered Entity to the Exposed
Entity shall be, without duplication, (i) reduced by the amount of any
fees and expenses reasonably incurred, or incurred with the Exposed Entity’s
written consent, by the Covered Entity in pursuit of such claims, (ii) adjusted
in good faith by the Covered Entity to reflect the present value of any increased
fees and expenses associated with continuing to maintain the policy or
indemnity from which the Prior Coverage arises that is attributable to the
pursuit of such claim and (iii) adjusted in good faith by the Covered
Entity to reflect any likely benefit to the Covered Entity attributable to the
pursuit of such claim including, without limitation, any estimated benefits
associated with the satisfaction of a deductible under any policy or indemnity
providing the Prior Coverage.


 


(ii)                                      Any
Covered Entity pursuing a claim for Prior Coverage will, or will cause its
affiliates to, diligently pursue all claims for Prior Coverage at 


 


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the Exposed Entity’s
expense, provided that in no event shall the Covered Entity be obligated to
litigate or pursue any other extraordinary remedies against any insurer or
indemnitor, except as provided in (iii) below.  The Principals agree
to consult in good faith with respect to the pursuit of any claim for Prior
Coverage hereunder.  Each Party shall, and shall cause its Representatives
to, take all reasonable and necessary steps not inconsistent with its or their
own interests to maintain the availability of Prior Coverage to the Parties and
their Representatives.


 


(iii)                               If the Principal
affiliated with an Exposed Entity, in its sole discretion, determines that it
is necessary to pursue litigation or make a claim for Prior Coverage against
any insurer or indemnitor in order to protect its and its affiliates’ and
Representatives’ rights hereunder with respect to any claim, it shall so advise
the Principal affiliated with the applicable Covered Entity, and the Principal
affiliated with the Exposed Entity, the Exposed Entity and their respective
Representatives may pursue such litigation or claim.


 


(c)                                       WIMLLC
Policies


 


WLT shall cause to be transferred all stand-alone
insurance policies applicable to WIMLLC and its subsidiaries, subject to
insurance company approval and agreement to transfer.


 


(d)                                      First
Come/First Served


 


The Parties acknowledge
that the provisions set forth in Section 6(a) hereof could result in
the exhaustion of Prior Coverage policy or indemnity limits by one or a small
number of Exposed Parties as a result of the “first come/first served” nature
of the provision.  With respect to the application of the provisions set
forth in Section 6(a), the Parties agree to, and shall cause their
respective Representatives to, act in good faith and to avoid taking any
actions for the purpose of, or with the intention of, accelerating or delaying
claims payments or losses in order to obtain some advantage vis-à-vis the other
Parties and their Representatives in connection with the Prior Coverage,
including, without limitation, anticipated exhaustion of applicable Prior
Coverage limits and the anticipated costs associated with satisfying Prior
Coverage deductible requirements.  In addition, the Parties shall not, and
shall cause their Representatives not to, enter into any written settlement
agreement with any insurer that has the effect of reducing Prior Coverage
limits or increasing Prior Coverage deductibles, including “tipping basket”
deductibles that would otherwise be potentially available under this Agreement
to any Party and its Representatives without first giving the affected Party at
least thirty (30) days’ advance written notice of its intention to enter into
such settlement accompanied by a copy of the proposed settlement so that the
other Party may have an opportunity to consider the impact of such proposed
settlement on its interests 


 


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and those of its
Representatives.  The Parties agree to, and shall cause their respective
Representatives to, consult with each other and negotiate in good faith about
such impacts.


 


7.    Directors
and Officers Liability Insurance. For the six-year period commencing
immediately after the Distribution Date, WLT shall maintain in effect WLT’s
current directors’ and officers’ liability insurance policies providing
coverage for acts or omissions occurring prior to the Distribution Date with
respect to those Persons who are currently covered by WLT’s directors’ and
officers’ liability insurance policy on terms and at limits no less favorable
to WIMLLC’s current and former directors and officers currently covered by
policies in effect on the Distribution Date; provided that, if WLT’s current
directors’ and officers’ liability insurance expires, is terminated or is
canceled during such six-year period, WLT shall obtain directors’ and officers’
liability insurance covering such acts or omissions with respect to each such
Person on terms and at limits no less favorable to WIMLLC’s directors and
officers currently covered by policies in effect immediately prior to the date
of such expiration, termination or cancellation (the “Existing D&O Policy”); 
provided further, that: (i)  WLT may substitute for the
Existing D&O Policy a policy or policies of comparable coverage, including
a “tail” insurance policy; and (ii) WLT shall not be required to pay
annual premiums for any substitute or “tail” policies in excess of two times
the annual premiums paid for the Existing D&O Policy as of the Distribution
Date (the “Maximum Premium”). 
In the event any future annual premiums for the Existing D&O Policy (or any
substitute policies) exceed the Maximum Premium, WLT shall be entitled to
reduce the amount of coverage of the Existing D&O Policy (or any substitute
or “tail” policies) to the amount of coverage that can be obtained for a
premium equal to the Maximum Premium. This Section is intended to benefit
each of the current and former directors and officers of WIMLLC covered by the
Existing D&O Policy as of the Distribution Date, and shall be enforceable
by each such Person and his or her heirs and representatives.


 


8.    Further
Assurances.


 


(a)                                       Each
Party shall, and shall cause its respective Representatives to (i) cooperate
with each other Party and its Representatives, (ii) use commercially
reasonable efforts to take or cause to be taken all appropriate actions
required of such Party and its Representatives hereunder, (iii) do or
cause to be done all things reasonably necessary or appropriate to effectuate
the provisions and purposes of this Agreement and the transactions contemplated
hereby (including, without limitation, the execution of additional documents or
instruments of any kind and the obtaining of consents that, in each case, may
be reasonably necessary or appropriate in furtherance of the provisions hereof)
and (iv) take all such other actions as may be reasonably requested by
another Party, for itself and its Representatives, from time to time consistent
with and in furtherance of the terms of this Agreement.  Each Party shall,
and shall cause its Representatives to, furnish to the other Parties all information
and documentation as may reasonably be required in the pursuit of any
Litigation or litigation under this Section.  Each Principal shall
regularly, and in any event no less frequently than 


 


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quarterly or as otherwise
agreed by the Principals, consult with the other with respect to any
Litigation, and each Principal shall promptly advise the other as to any
material developments.    Each of the Principals shall take all
action reasonably required to ensure that any former subsidiary shall have
access to the Prior Coverage following any merger or liquidation of either of
the Principals.


 


(b)                                      By
way of enumeration and not of limitation, each Party shall, and shall cause its
Representatives to, upon the reasonable request of any other Party (whether for
itself or on behalf of its Representatives), promptly:  (i)  provide
copies of insurance policies or evidence of the existence of insurance to any
other Party; (ii)  provide information reasonably necessary or helpful to
any other Party and its Representatives (including, without limitation,
currently valued loss runs on an annual basis for all lines of insurance for
five calendar years after the Distribution Date) in connection with any
requesting Party’s efforts to obtain insurance coverage; (iii)  provide
information to any other Party regarding amounts applied to the limits of
policies or self-insured retentions potentially applicable to both, and the
basis for the application of such amounts to such limits, so that each Party
can monitor the exhaustion of such limits; and (iv)  execute further
reasonable assignments or allow any other Party to reasonably pursue reasonable
claims in its name (subject to rights of participation and consultation in
respect of the pursuit of such claims) at the sole expense of the requesting
Party, including by means of arbitration or litigation, to the extent necessary
or helpful to the other Party’s efforts to obtain Prior Coverage to which it or
its Representatives are entitled under this Agreement.


 


(c)                                       Each
Party shall, and shall cause its Representatives to, reimburse each other for
out-of-pocket costs and expenses reasonably incurred in connection with
providing cooperation and assistance to the other pursuant to this Agreement in
accordance with Section 4 of this Agreement.


 


9.    Arbitration.


 


(a)                                       Commencement. 
In the event of any dispute arising out of or in connection with this Agreement
or relating to the subject matter hereof (a “Dispute”), including without
limitation a breach, default, misrepresentation or failure to agree pursuant to
any provision which expressly requires agreement among the Parties, the
disputing Party shall notify the other relevant Parties and the Principals of,
and shall describe in reasonable detail, the Dispute, and shall indicate in
such notice that such disputing Party wishes to resolve such Dispute by
mediation or arbitration.  If the relevant Parties are unable to reach a
mutually acceptable resolution of the Dispute within thirty (30) days of the
receipt of notice by the relevant Parties, any of the relevant Parties may
elect to submit the Dispute for final, binding settlement by arbitration by a single arbitrator
(the “Arbitrator”) by delivering a notice of such election to each of the other
relevant Parties and by requesting from the International Institute for
Conflict Prevention and Resolution (“CPR”), simultaneously with or as soon as 


 


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reasonably practical (and
in no event more than ten (10) days) following delivery of such notice of
election, a list of qualified arbitrators pursuant to paragraph (b) of
this Section 9.


 


(b)                                      Rules of
Arbitration.  Such arbitration shall be presided over by a sole
arbitrator (the “Arbitrator”), appointed by mutual agreement of the relevant
Parties from a list proposed by CPR in response to the request described in
paragraph (a) of this Section 9 of no less than 10 members of the CPR
Panels of Distinguished Neutrals qualified to arbitrate the Dispute.  If the relevant Parties are unable to agree
upon a sole arbitrator prior to the later to occur of (i) the thirtieth
(30th) day after
receipt by the all relevant Parties of the notice of intent to arbitrate and (ii) the
tenth (10th) day after
receipt by the relevant Parties of a proposed list of arbitrators from CPR, the
sole arbitrator shall be chosen by CPR
in accordance with Article 6 of the 2007 CPR Rules for Non-Administered Arbitration (the “Rules”).


 


(c)                                       Arbitration
Procedure.  The place and situs of arbitration shall be Tampa,
Florida, or such other location as the relevant Parties may agree
to.   The arbitration shall
be conducted in accordance with the Rules. The parties agree to
facilitate the arbitration by (i) making available to each other and to
the Arbitrator for inspection and extraction all documents, books and records
as the Arbitrator shall determine to be relevant to the dispute, (ii) making
personnel under their control available to other parties and the Arbitrator and
(iii) observing strictly the time periods established by the Arbitrator
for the submission of evidence and pleadings.  The Arbitrator may impose sanctions in its discretion to enforce
compliance with discovery and other obligations imposed by the Arbitrator and
the Rules.  Once the Arbitrator has been
selected, such arbitration shall be the exclusive manner pursuant to which any
Dispute shall or may be resolved except by mutual agreement of the relevant
Parties.  The Arbitrator shall
have the power to render declaratory judgments in accordance with the Rules, to
grant, temporary, preliminary and permanent relief, including, without
limitation, injunctive relief and specific performance, as well as to award
monetary claims or to render claims that the Arbitrator deems equitable and just,
provided that the Arbitrator shall not have the power to act (x) outside
the prescribed scope of this Agreement, or (y) without providing an
opportunity to each Party to be represented before the Arbitrator.  The
Arbitrator shall endeavor to render final decisions in writing within sixty
(60) days of the selection of the Arbitrator.


 


(d)                                      Arbitration
Award; Enforcement.  The Arbitrator’s final decision shall be
delivered in writing to each of the relevant Parties.  The Arbitrator may
allocate the costs and expenses of the proceedings between the relevant Parties
and shall award interest as the Arbitrator deems appropriate.  The
arbitration judgment shall be final and binding on each of the relevant
Parties.  Judgment on the Arbitrator’s award may be entered in any court
of competent jurisdiction by any of the relevant Parties.


 


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10.                                      Immunities.
This Agreement may not be introduced in any court to establish any fact   of this Agreement except to permit any Party
hereto to secure its rights and the rights of its Representatives under this
Agreement.  The terms of this Agreement have been reached as a settlement
between the Parties and its terms are without prejudice to the ability of any
Party hereto to assert claims against any third party, or defend itself against
claims asserted it by any third party.


 


11.                                      Authority.
Each Principal represents and warrants that it has the right, power and
authority to enter into this Joint Litigation Agreement, and to cause its
affiliates, including, without limitation, its Subsidiary Parties, and its
Representatives to abide by this Agreement to the extent necessary to enforce
the terms hereof as fully as if they were signatories to this Agreement.


 


12.                                      Amendments.
This Agreement may be amended, supplemented, restated or otherwise modified by
the mutual written agreement of the Principals, and all parties who derive
rights under this Agreement shall be bound by such written agreement.  This Agreement may not be discharged except
by performance in accordance with its terms or by a writing signed by the Party
that would otherwise benefit from such performance if properly discharged.


 


13.                                      Assignments.  This Agreement shall be binding on the
successors and assigns of the Principals and their respective Subsidiary
Parties, and each Party hereto
acknowledges and consents to the assignment, by operation of law or otherwise,
of this Agreement to the successor in interest of WIMLLC pursuant to the
Merger, and this Agreement shall remain binding and in full force and effect
following the Merger.


 


14.                                      Third
Party Rights. This Agreement shall not confer any rights or benefit upon
any person or entity other than the Parties and their respective successors and
permitted assigns.


 


15.                                      Legal
Enforceability. If any provision of this Agreement or the application of
any such provision to any person or circumstance shall be declared to be
invalid, unenforceable or void, such declaration shall not have the effect of
invalidating or voiding the remainder of this Agreement, it being the intent
and agreement of the Parties that this Agreement shall be deemed amended by
modifying such provision to the extent necessary to render it valid, legal and
enforceable while preserving its intent or, if such modification is not
possible, by substituting therefor another provision that is valid, legal and
enforceable and that achieves the same objective.  Any such prohibition or unenforceability in
any jurisdiction shall not invalidate, render unenforceable such provision in
any other jurisdiction.


 


16.                                      Governing
Law. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York applicable to contracts made 


 


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and to be performed
therein. Each of the Parties hereby waive personal service of any and all
process upon it and consent that all such service of process may be made by
registered or certified mail (return receipt requested) directed to the
Principal affiliated with such Party at its address set forth on the signature pages below,
and service so made shall be deemed to be completed three (3) days after
the same shall have been so deposited in the U.S. Mails, or on one day
following delivery by email or by telecopy as provided below, with evidence of
delivery, provided that any delivery by email or telecopy shall be followed by
a telephone call alerting the recipient to the notice being so delivered.


 


[Signature pages to
follow]


 


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IN
WITNESS WHEREOF, each of the parties hereto has executed this
Agreement as of the day and year first above written.


 


	
  WALTER INDUSTRIES, INC.

  	
   

  	
  WALTER INVESTMENT
  MANAGEMENT LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
  Signature:

  	
   

  
	
  Name:

  	
  Victor P. Patrick

  	
   

  	
  Name:

  	
  Mark J. O’Brien

  
	
  Title:

  	
  Vice Chairman and Chief
  Financial Officer

  	
   

  	
  Title:

  	
  President and Chief
  Executive Officer

  
	
  Address:

  	
  4211 W. Boy Scout
  Boulevard

  	
   

  	
  Address:

  	
  4211 W. Boy Scout
  Blvd., 4th Floor

  
	
   

  	
  Tampa, FL 33607

  	
   

  	
   

  	
  Tampa, FL 33607

  
	
  Facsimile:

  	
  813-871-4420

  	
   

  	
  Facsimile:

  	
  813-871-4420

  



 


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