THIS SERIES 2019-VF1 INDENTURE SUPPLEMENT (this “Indenture Supplement”), dated and effective as of February 14, 2019 (the “Effective Date”), is made by and among DITECH AGENCY ADVANCE TRUST, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), WELLS FARGO BANK, N.A., a national banking association (“Wells Fargo”), as trustee (the “Indenture Trustee”), as calculation agent (the “Calculation Agent”), as paying agent (the “Paying Agent”) and as securities intermediary (the “Securities Intermediary”), DITECH FINANCIAL LLC (formerly known as Green Tree Servicing LLC), a Delaware limited liability company (“Ditech”), as Administrator on behalf of the Issuer (the “Administrator”) and as Servicer (the “Servicer”) under the Designated Servicing Agreements, and BARCLAYS BANK PLC, a public limited company registered in England and Wales (“Barclays”), as Administrative Agent (as defined below). This Indenture Supplement relates to and is executed pursuant to that certain Indenture (as amended, supplemented, restated or otherwise modified from time to time, the “Base Indenture”) supplemented hereby, dated as of February 9, 2018 and effective as of February 12, 2018, among the Issuer, the Servicer, the Administrator, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Securities Intermediary and Credit Suisse First Boston Mortgage Capital LLC (“Credit Suisse”), as initial administrative agent, all the provisions of which are incorporated herein as modified hereby and shall be a part of this Indenture Supplement as if set forth herein in full (the Base Indenture as so supplemented by this Indenture Supplement being referred to as the “Indenture”).
Capitalized terms used and not otherwise defined herein shall have the respective meanings given them in the Base Indenture.
The Issuer has duly authorized the issuance of a Series of Notes, the Series 2019-VF1 Notes (as defined below). The parties are entering into this Indenture Supplement to document the terms of the Series 2019-VF1 Notes that are being issued pursuant to the Base Indenture, which provides for the issuance of Notes in multiple series from time to time.
The Base Indenture as supplemented by this Indenture Supplement shall become effective upon the Effective Date and shall not be effective for any period prior to the Effective Date solely as to Series 2019-VF1 Notes and shall not apply to any other Series issued under the Base Indenture.
Upon the Effective Date hereof and the redemption in full of the Series 2018-VF1 Notes, Credit Suisse shall cease to be “Administrative Agent” for purposes of the Base Indenture and each other Transaction Document (as defined below), and Barclays shall be designated as “Administrative Agent” for all purposes hereunder and under the Base Indenture, the Note Purchase Agreement, the other Transaction Documents and any other agreements incidental thereto, including but not limited to the Fannie Mae Acknowledgement Agreement (as defined herein).
In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Base Indenture, the terms and provisions of this Indenture Supplement shall govern to the extent of such conflict.