of the Effective Date (as amended, restated, supplemented or otherwise modified from time to time, the “SAF Agency Indenture Supplement”);
WHEREAS, Ditech PLS Advance Trust II, as issuer (“SAF PLS Issuer” and together with the SAF Agency Issuer, the “SAF SPVs”), Wells Fargo, as indenture trustee, calculation agent, paying agent and securities intermediary (in such capacities, the “SAF PLS Indenture Trustee”), Ditech, and Credit Suisse First Boston Mortgage Capital LLC, as administrative agent (in such capacity, the “Prior SAF PLS 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 PLS Indenture Supplement (as defined below), the “SAF PLS Indenture” and, together with the SAF Agency Indenture, the “Indentures”);
WHEREAS, concurrently with the effectiveness of this Master Refinancing Agreement, SAF PLS Issuer, SAF PLS Indenture Trustee, Ditech, Barclays, as administrative agent (in such capacity, the “DIP SAF PLS Agent”), and Barclays, as an SAF PLS Noteholder (as defined below), are entering into that certain Series 2019-VF1 Indenture Supplement, dated as of the Effective Date (as amended, restated, supplemented or otherwise modified from time to time, the “SAF PLS Indenture Supplement”);
WHEREAS, pursuant to each Repurchase Agreement, the Buyers party thereto from time to time shall agree to enter into Transactions (as defined in such Repurchase Agreement) for the purchase of mortgage loans or other assets as described therein (collectively, the “Purchased Assets”) from the DIP Sellers party thereto, subject to the applicable DIP Sellers’ obligation to repurchase such Purchased Assets at the Repurchase Price (as defined in such Repurchase Agreement) on or prior to the Repurchase Date (as defined in such Repurchase Agreement);
WHEREAS, pursuant to each Indenture, the Buyers party thereto from time to time shall agree to fund certain VFN Draws (as defined in such Indenture) to the SAF SPV party thereto (collectively, the “VFN Draws”), which VFN Draws are secured by certain Receivables (as defined in such Indenture) and are evidenced by one or more variable funding promissory notes, subject to such SAF SPV’s obligation to repay such VFN Draws on or prior to the Expected Repayment Date (as defined in such Indenture); and
WHEREAS, the parties hereto desire to enter into this Master Refinancing Agreement in order to set out certain provisions regarding, inter alia, (i) certain common conditions precedent to the occurrence of the Effective Date and each Funding Date, (ii) certain common covenants of the Guarantor, the DIP Sellers and certain of their Affiliates, and (iii) certain common Events of Default, in each case, under the Governing Agreements, as applicable.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the parties hereto, intending to be legally bound, hereby agree as follows:
2014058.10-NYCSR07A - MSW