“Undrawn Fee Rate” means, with respect to each Class of the Series 2019-VF1 Notes and for each Interest Accrual Period, 0.75% per annum.
“Verification Agent Letter Agreement” means, the Verification Agent Letter Agreement, dated as of the Effective Date, by and among Ditech, the Administrative Agent and Wells Fargo, in its capacity as verification agent.
“Wells Fargo” has the meaning assigned to such term in the Preamble.
Section 3. Forms of Series 2019-VF1 Notes.
The form of the Rule 144A Definitive Note that may be used to evidence the Series 2019-VF1 Variable Funding Notes in the circumstances described in Section 5.4(c) of the Base Indenture is attached to the Base Indenture as Exhibit A-2.
In addition to any provisions set forth in Section 6.5 of the Base Indenture, with respect to the Series 2019-VF1 Notes, any Noteholder of any Class of such Notes shall only transfer its beneficial interest therein to another potential investor in accordance with the Note Purchase Agreement. The Indenture Trustee (in all of its capacities) shall not be responsible for monitoring, and shall not have any liability for, any such transfers of beneficial interests of participation interests.
For the avoidance of doubt, no Class of the Series 2019-VF1 Notes shall be Specified Notes as defined under the Base Indenture, and the Series 2019-VF1 Notes do not include “Retained Notes.”
Section 4. Collateral Value Exclusions.
For purposes of calculating “Collateral Value” in respect of the Series 2019-VF1 Notes, the Collateral Value shall be zero for any Receivable that:
is not a Facility Eligible Receivable;
if the Receivable relates to a Non-Crossed Protective Advance, the related Receivable Balance causes the aggregate Receivable Balance of all Facility Eligible Receivables relating to Non-Crossed Protective Advances on such date to exceed the lesser of (A) $15,000,000 and (B) an amount equal to the product of 20.0% and the aggregate Receivable Balance of all Facility Eligible Receivables on such date;
if the Receivable causes the aggregate Receivable Balance of all other Facility Eligible Receivables outstanding under the related Designated Servicing