On June 13, 2018, Reverse Mortgage Solutions, Inc. (“RMS”), an indirect, wholly owned subsidiary of Ditech Holding Corporation, and Reverse Mortgage Funding LLC (“Purchaser”) entered into a Mortgage Loan Purchase Agreement (“MLPA”) to effect the transaction contemplated thereunder. Pursuant to the MLPA and effective as of the date of execution thereof, RMS sold to Purchaser a portfolio of home equity conversion mortgage loans that RMS previously repurchased from Ginnie Mae mortgage loan pools (the “HECM Loans”), mortgaged properties acquired by RMS through foreclosure, deed in lieu of foreclosure or other realization procedure (the “REO Properties”), and the advances relating to the HECM Loans and REO Properties, for a purchase price of approximately $241 million, which amount includes a negotiated holdback amount. RMS continues to service the HECM Loans and REO Properties on behalf of Purchaser pursuant to a subservicing agreement.

The MLPA contains representations and warranties regarding the HECM Loans and REO Properties that are customary for sales of similar home equity conversion mortgage loans. The MLPA provides certain indemnity and repurchase remedies in the event of a breach of such representations and warranties, subject to certain limitations and applicable cure and survival periods. The MLPA further provides that RMS will indemnify Purchaser for debenture interest curtailments resulting from curtailment events that occurred prior to the closing date. The MLPA otherwise contains customary representations, warranties and covenants applicable to the parties.