1. Neither this Master Refinancing Agreement nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the Sellers, the Administrative Agent and Required Buyers.
2. Notwithstanding anything to the contrary herein or in the other DIP Warehouse Facility Agreements, any facilities entered into for the financing of Ginnie Mae Tail HMBS are contemplated to be documented separately from the other Eligible Asset categories described in the RMS Repurchase Agreement. RMS, the Administrative Agent and the Buyers shall work together in good faith to structure and document any facilities for Ginnie Mae Tail HMBS (the “DIP HMBS Documentation”) and shall endeavor to complete any DIP HMBS Documentation within thirty (30) days after the Effective Date. It is understood and agreed that (i) the maximum committed amount under the DIP HMBS Documentation shall be equal to the Ginnie Mae Tail HMBS Sublimit (as defined in the RMS Repurchase Agreement), and (ii) the sum of (x) the maximum combined committed amount under the DIP HMBS Documentation and (y) the Maximum Aggregate Purchase Price under and as defined in the RMS Repurchase Agreement shall not at any time exceed the Maximum Aggregate Purchase Price under and as defined in the RMS Repurchase Agreement as in effect on the Effective Date. Any DIP HMBS Repurchase Agreement and other DIP HMBS Documentation entered into pursuant to this paragraph (x) shall constitute a DIP Warehouse Facility Agreement and a Governing Agreement, and (y) shall be subject in all respects to the terms and conditions of, among other things, the DIP Orders, this Master Refinancing Agreement and the Administration Agreement.
F. Counterparts. This Master Refinancing Agreement may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Master Refinancing Agreement in Portable Document Format (PDF) or by facsimile shall be effective as delivery of a manually executed original counterpart of this Master Refinancing Agreement.
G. Reaffirmation of Guaranty. The Guarantor acknowledges and agrees that the term “Obligations” as used in the DIP Guaranty shall apply to all of the Obligations (as defined therein) of DIP Sellers to Administrative Agent and Buyer Parties (as defined in the DIP Guaranty) under this Master Refinancing Agreement, the DIP Orders, the applicable Governing Agreements referred to in the DIP Guaranty, MSFTAs, and the related Program Agreements. The Guarantor hereby ratifies and affirms all of the terms, covenants, conditions and obligations of each Limited Guaranty.
H. Bankruptcy Non-Petition. The parties hereby agree that they shall not institute against, or join any other person in instituting against, any Buyer that is a CP Conduit any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing commercial paper note issued by the applicable CP Conduit is paid in full.
I. Limited Recourse. The obligations of each party under this Master Refinancing Agreement or any other Program Agreement are solely the corporate or limited liability company obligations of such party. No recourse shall be had for the payment of any amount owing by any
2014058.10-NYCSR07A - MSW