Section 1. Creation of Series 2019-VF1 Notes.
Effective as of the Issuance Date, the Series 2019-VF1 Notes, are being issued pursuant to the Base Indenture and this Indenture Supplement, known as “Ditech Agency Advance Trust 2019-VF1 Advance Receivables Backed Notes, Series 2019-VF1 Notes.” (the “Series 2019-VF1 Variable Funding Notes” or the “Series 2019-VF1 Notes”). The Series 2019-VF1 Notes are not subordinated to any other Series of Notes. The Series 2019-VF1 Notes are being issued with the Initial Note Balances, Maximum VFN Principal Balances, Stated Maturity Date, Revolving Period, Note Interest Rates, Expected Repayment Date and other terms as specified in this Indenture Supplement. The Series 2019-VF1 Notes shall be secured by the Trust Estate Granted to the Indenture Trustee pursuant to the Base Indenture. The Indenture Trustee holds and shall hold the Trust Estate as collateral security for the benefit of the Noteholders of the Series 2019-VF1 Notes and all other Series of Notes issued under the Base Indenture as described therein. 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.
There are no Derivative Accounts, Derivative Collateral Accounts, Derivative Counterparties, Other Advance Rate Reduction Events, Note Rating Agencies, Other Advance Rate Reduction Event Cure Periods or Supplemental Credit Enhancement Agreements in respect of the Series 2019-VF1 Notes.
The Issuer shall use the proceeds of the initial VFN Draw under the Series 2019-VF1 Notes to redeem in whole, terminate and cause the retirement of the Series 2018-VF1 Notes in accordance with Section 7(i) of the 2018-VF1 Indenture Supplement.
Section 2. Defined Terms.
With respect to the Series 2019-VF1 Notes and in addition to or in replacement for the definitions set forth in Section 1.1 of the Base Indenture, the following definitions shall be assigned to the defined terms set forth below:
“2018-VF1 Indenture Supplement” means the Series 2018-VF1 Indenture Supplement, dated as of February 9, 2018, and effective as of February 12, 2018, by and among the Issuer, Wells Fargo, as the Indenture Trustee, as calculation agent, as paying agent, and as securities intermediary, Ditech, as Administrator and as Servicer under the Designated Servicing Agreements and Credit Suisse, as the initial administrative agent.
“90+ Day Delinquent Loan” has the meaning assigned to such term in the defined term “Market Value.”
“Administrative Agent” means, for so long as the Series 2019-VF1 Notes have not been paid in full: (i) with respect to the provisions of this Indenture Supplement, each of Barclays or any Affiliate or successor of the foregoing; and (ii) with respect to the provisions of the Base Indenture, and notwithstanding the terms and provisions of any other Indenture Supplement, Barclays and such other parties as set forth in any other Indenture Supplement, or any respective Affiliate or any respective successor thereto. For the avoidance of doubt, reference to “it” or “its” with respect to the Administrative Agent in the Base Indenture shall mean “them” and “their,” and reference to the singular therein in relation to the Administrative Agent shall be construed as if plural.