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10-K
DITECH HOLDING CORP filed this Form 10-K on 04/16/2019
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This MASTER REFINANCING AGREEMENT, dated as of February 14, 2019 (as amended, restated, supplemented or otherwise modified from time to time, this “Master Refinancing Agreement”), is entered into by and among BARCLAYS BANK PLC (“Barclays”), as administrative agent for the Buyers and other Secured Parties (as defined below) (including the “Buyers” party hereto) (in such capacity, “Administrative Agent”), BARCLAYS, as a Buyer (as defined below), NOMURA CORPORATE FUNDING AMERICAS, LLC (“Nomura”), as a Buyer, BARCLAYS CAPITAL INC. (“Barclays Capital”), as an MSFTA Counterparty (as defined below), NOMURA SECURITIES INTERNATIONAL, INC. (“Nomura Securities”), as an MSFTA Counterparty, DITECH FINANCIAL LLC (“Ditech”), REVERSE MORTGAGE SOLUTIONS, INC. (“RMS” and, together with Ditech, the “Sellers”), RMS REO BRC II, LLC (the “REO Subsidiary” and together with the Sellers, the “DIP Sellers”), and DITECH HOLDING CORPORATION (“Guarantor”).
Recitals
WHEREAS, on February 11, 2019, the Guarantor, Ditech, RMS and certain of their Affiliates filed the Cases (defined below) in the Bankruptcy Court (defined below);
WHEREAS, in connection with the Cases, the Sellers and certain of their Affiliates propose to refinance and replace in full the facilities contained in the Prepetition Warehouse Facility Agreements (as defined below);
WHEREAS, concurrently with the effectiveness of this Master Refinancing Agreement, the Administrative Agent, Buyers, and Ditech are entering into that certain Master Repurchase Agreement, dated as of the Effective Date (as amended, restated, supplemented or otherwise modified from time to time, the “Ditech Repurchase Agreement”);
WHEREAS, concurrently with the effectiveness of this Master Refinancing Agreement, the Administrative Agent, Buyers, RMS, and the REO Subsidiary are entering into that certain Amended and Restated Master Repurchase Agreement, dated as of the Effective Date (as amended, restated, supplemented or otherwise modified from time to time, the “RMS Repurchase Agreement”);
WHEREAS, Ditech Agency Advance Trust, as issuer (“SAF Agency Issuer”), Wells Fargo Bank, N.A. (“Wells Fargo”), as indenture trustee, calculation agent, paying agent and securities intermediary (in such capacities, the “SAF Agency Indenture Trustee”), Ditech, and Credit Suisse First Boston Mortgage Capital LLC, as administrative agent (in such capacity, the “Prior SAF Agency Agent”), previously entered into that certain Indenture, dated as of February 9, 2018, and effective as of February 12, 2018 (as amended, restated, supplemented or otherwise modified from time to time, including, but not limited to, by the SAF Agency Indenture Supplement (as defined below), the “SAF Agency Indenture”);
WHEREAS, concurrently with the effectiveness of this Master Refinancing Agreement, SAF Agency Issuer, SAF Agency Indenture Trustee, Ditech, Barclays, as administrative agent (in such capacity, the “DIP SAF Agency Agent”), and Barclays, as an SAF Agency Noteholder (as defined below), are entering into that certain Series 2019-VF1 Indenture Supplement, dated as

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2014058.10-NYCSR07A - MSW