Series 2019-VF1 Indenture Supplement, dated and effective as of February 14, 2019, by and among Ditech PLS Advance Trust II, as issuer, Wells Fargo Bank, N.A., as indenture trustee, as calculation agent, as paying agent and as securities intermediary, Ditech Financial LLC, as administrator on behalf of the issuer and as servicer under the designated servicing agreements and Barclays Bank PLC, as administrative agent

the percentage amount based on the Advance Type of such Receivable, as set forth below, subject to amendment by mutual agreement of the Administrative Agent and the Administrator:

with respect to all Delinquency Advances, 95.0%;

with respect to all Conditional Pool Protective Advances, 95.0%; and

with respect to all Non-Crossed Protective Advances, 95.0%; and

the Maximum Weighted Average Advance Rate.

the Default Supplemental Fee Rate multiplied by

a fraction, the numerator of which is the number of days elapsed from and including the prior Payment Date (or, if later, the date of the commencement of the Full Amortization Period) and the denominator of which equals 360, multiplied by

the average daily Note Balance since the prior Payment Date of such Class of the Series 2019-VF1 Notes.

Class A-VF1 Notes, 2.25% per annum;

Class B-VF1 Notes, 2.25% per annum;

Class C-VF1 Notes, 2.25% per annum; and

Class D-VF1 Notes, 2.25% per annum.

with respect to the Class A-VF1 Notes, $52,105,264;

with respect to the Class B-VF1 Notes, $9,473,684;

with respect to the Class C-VF1 Notes, $9,473,684; and

with respect to the Class D-VF1 Notes, $18,947,368.

on any Payment Date, the arithmetic average of the Net Proceeds Coverage Percentage determined for such Payment Date and the two preceding Payment Dates is less than five times the percentage equivalent of a fraction (A) the numerator of which equals the accrued Interest Payment Amounts for each Class of all Outstanding Notes on such date and (B) the denominator of which equals the aggregate average Note Balances of each Class of Outstanding Notes during the related Monthly Advance Collection Period;

the occurrence of one or more Servicer Termination Events (but not including any Servicer Termination Events that are solely due to the breach of one or more Collateral Performance Tests), since the Effective Date, with respect to Securitization Trusts representing 15% or more (by Securitization Trust Asset balance as of the date of termination) of all Securitization Trusts (including those that have been the subject of a previous Servicer Termination Event) as of any date of determination;

the Monthly Reimbursement Rate is less than 8.00%;

following a Payment Date on which a draw is made on the Series 2019-VF1 Reserve Account, the amount on deposit in the Series 2019-VF1 Reserve Account is not increased back to the related Series Reserve Required Amount on or prior to the next Payment Date;

any failure by the Administrator to deliver any Determination Date Administrator Report pursuant to Section 3.2 of the Base Indenture which continues unremedied for a period of five (5) Business Days after a Responsible Officer of the Administrator shall have obtained actual knowledge of such failure, or shall have received written or electronic notice from the Indenture Trustee or any Noteholder of such failure;

the Issuer, the Receivables Seller, the Servicer, the Depositor or the Administrator shall breach, or default in, (other than any breach or default that (i) customarily occurs as a result of events leading up to and following the commencement of a proceeding under chapter 11 of the Bankruptcy Code by residential mortgage servicers or other companies operating under similar lines of business as the Debtors or (ii) occurs as a result of the commencement of the Cases (as defined in the Omnibus Agreement) or any Specified Act of Insolvency (as defined in the Omnibus Agreement) with respect to Ditech Holding Corporation or Ditech) in any material respect the due observance or performance of any of its covenants or agreements in this Indenture Supplement, the Base Indenture, or any other Transaction Document (subject to any cure period provided therein) and such default (x) would have an Adverse Effect on any Noteholder of any Series 2019-VF1 Notes and (y), other than an obligation of the Receivables Seller to make an Indemnity Payment following a breach of a representation or warranty with respect to such Receivable pursuant to Section 4(b) of the Receivables Sale Agreement or any payment default described in Section 8.1(a) of the Base Indenture, continues for a period of two (2) Business Days after the earlier to occur of (a) actual discovery by a Responsible Officer of the Issuer, the Receivables Seller, the Servicer, the Depositor or the Administrator, as applicable, or (b) the date on which written or electronic notice of such failure, requiring the same to be remedied, shall have been given from the Indenture Trustee or any Noteholder to a Responsible Officer of the Issuer, the Receivables Seller, the Servicer, the Depositor or the Administrator; provided, that a breach of Section 6(a) of the Receivables Sale Agreement, or Section 7(a) of the Receivables Pooling Agreement (prohibiting the Receivables Seller, the Servicer or the Depositor, as applicable, from causing or permitting Insolvency Proceedings with respect to the Depositor or the Issuer, as applicable) shall constitute an automatic Target Amortization Event;

any representation or warranty of the Issuer, the Receivables Seller, the Servicer, the Depositor or the Administrator made in this Indenture Supplement, the Base Indenture, or any other Transaction Document (other than under Section 4(b) of the Receivables Sale Agreement) proves to have been breached (other than any breach or default that (i) customarily occurs as a result of events leading up to and following the commencement of a proceeding under chapter 11 of the Bankruptcy Code by residential mortgage servicers or other companies operating under similar lines of business as the Debtors or (ii) occurs as a result of the commencement of the Cases (as

any person shall be appointed as Independent Manager of the Depositor without prior notice having been given to and without the written acknowledgement by the Administrative Agent that such person conforms, to the satisfaction of the Administrative Agent in its reasonable discretion, to the criteria set forth in the Base Indenture in the definition of “Independent Manager”;

the occurrence of a Cross Default; or

any Series or Class of Variable Funding Notes other than the Series 2019-VF1 Notes enters into a Target Amortization Period.

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

if the Receivable relates to a Non-Crossed Protective Advance that is related to a property with estimated recovery value less than $2,500.00 and greater than ninety (90) days Delinquent, the related Receivable Balance causes the aggregate Receivable Balance of all Facility Eligible Receivables relating to Non-Crossed Protective Advances related to properties with estimated recovery value less than $2,500.00 and greater than ninety (90) days Delinquent on such date exceeds an amount equal to the product of 4.0% and the aggregate Receivable Balance of all Facility Eligible Receivables on such date;

if the Receivable relates to a Securitization Trust as to which the aggregate outstanding principal balance of the related Securitization Trust Assets is less than $5,000,000, the related Receivable Balance causes the aggregate Receivable Balance of all Facility Eligible Receivables related to a Securitization Trust as to which the aggregate outstanding principal balance of the related Securitization Trust Assets is less than $5,000,000 on such date to exceed an amount equal to the product of two percent (2.0%) and the aggregate Receivable Balance of all Facility Eligible Receivables on such date; and

if the Receivable relates to a Securitization Trust Asset that is secured by a second priority Lien, the related Receivable Balance causes the aggregate Receivable Balance of all Facility Eligible Receivables related to Securitization Trust Assets which are secured by second priority Liens on such date to exceed an amount equal to the product of one percent (1.0%) and the aggregate Receivable Balance of all Facility Eligible Receivables on such date.

Pursuant to Section 6.1(c)(xvii) of the Base Indenture and as contemplated in the definition of “Administrative Agent” set forth in Section 1.1 of the Base Indenture, and notwithstanding any other provision to the contrary, Barclays is hereby designated and irrevocably appointed to act as Administrative Agent hereunder and as successor Administrative Agent under all other Transaction Documents to which the Administrative Agent is party. Barclays as Administrative Agent is hereby authorized to take such actions and to exercise such powers as are delegated to the

Assignment and Assumption of Role. Barclays, by signature to this Indenture Supplement, (x) hereby accepts its appointment as Administrative Agent hereunder and under all other Transaction Documents to which the Administrative Agent is party (including, without limitation, those listed in Exhibit B hereof), and (y) in its capacity as Administrative Agent, hereby agrees to assume and perform all of the rights and obligations of the Administrative Agent thereunder.

The parties hereto shall execute, or shall cause to be executed, such instruments as may be necessary or desirable to more fully and certainly vest and confirm upon Barclays as Administrative Agent the rights, powers, privileges and duties described in this Section 5.

Notwithstanding anything to the contrary contained herein, in the Base Indenture or in any other Transaction Document, any provision herein or therein providing for the exercise of discretion by the Administrative Agent, including, but not limited to, approvals, satisfaction, acknowledgments, consents, votes or other rights exercisable by the Administrative Agent shall, subject to Sections 5(b) and 5(c) above, also require the approval, satisfaction, acknowledgment, consent, vote or other exercise of rights of the Initial VFN Noteholder, and the Administrative Agent shall not act unless the Initial VFN Noteholder has affirmatively approved, satisfied, acknowledged, consented, voted or exercised such rights, as applicable.

With respect to any of the following, the Initial VFN Noteholder shall provide its affirmative or negative approval, satisfaction, acknowledgement, consent, vote or agreement to exercise such rights to the Administrative Agent within three (3) Business Days following notice from the Administrative Agent; provided that failure to provide any response to the Administrative Agent within the foregoing time period shall be deemed to be the Initial VFN Noteholder’s affirmative approval, satisfaction, acknowledgement, consent, affirmative vote or agreement to exercise such rights:

approval of any Designated Servicing Agreement as set forth in clause (vii) of the definition of “Facility Eligible Securitization Trust” in the Base Indenture;

consent required under clause (viii) of the definition of “Facility Eligible Pool” in the Base Indenture;

the addition or removal of Designated Servicing Agreements pursuant to Section 2.1(c) of the Base Indenture;

consent required in connection with the Depositor’s sale, transfer, pledge or other disposition of the Owner Trust Certificate pursuant to Section 8.1(f) of the Base Indenture;

consent to amendment of the Issuer’s Organizational Documents pursuant to Section 9.5(a) of the Base Indenture;

consent to deviation from Servicing Standards pursuant to Section 10.2(j) of the Base Indenture; and

the amendment of this Indenture Supplement to facilitate tranching of the Notes as provided in Section 13(c) hereof.

In no event shall the Initial VFN Noteholder have any approval, satisfaction, acknowledgement, consent, voting or other right with respect to the Administrative Agent’s calculation of the Note Interest Rate as set forth in Section 8 hereof or the determination or calculation of LIBOR or the Cost of Funds Rate on any date of determination.

Except as otherwise expressly set forth herein the Paying Agent shall make payments on the Series 2019-VF1 Notes on each Payment Date in accordance with Section 4.5 of the Base Indenture, subject to clauses (i) – (iv) below:

Amounts allocated under clauses 4.5(a)(1)(ii), (iii), (viii) and (ix)(E) and (F) of the Base Indenture to Noteholders shall be applied to the respective Classes of Notes (pro rata based on the amounts due and the entitlement of each such Class to such amounts).

Amounts allocated under clauses 4.5(a)(2)(ii) and 4.5(a)(2)(iii)(A), (B), (C), (E) and (F) of the Base Indenture to Noteholders during a Full Amortization Event shall be applied as follows: first, to the Class A-VF1 Variable Funding Notes, the amount due for such Class on the related Payment Date, second, to the Class B-VF1 Variable Funding Notes, the amount due for such Class on the related Payment Date, third, to the Class C-VF1 Variable Funding Notes, the amount due for such Class on the related Payment Date, and fourth, to the Class D-VF1 Variable Funding Notes, the amount due for such Class on the related Payment Date.

Amounts allocated under clause 4.5(a)(2)(iii)(D) of the Base Indenture to Noteholders during a Full Amortization Event shall be applied as follows: first, to the Class A-VF1 Variable Funding Notes, until their Note Balance has been reduced to zero, second, to the Class B-VF1 Variable Funding Notes until their Note Balance has been reduced to zero, third, to the Class C-VF1 Variable Funding Notes, until their Note Balance has been reduced to zero and fourth, to the Class D-VF1 Variable Funding Notes, until their Note Balance has been reduced to zero.

The Paying Agent shall make all payments on the Series 2019-VF1 Notes in accordance with the foregoing allocations and the applicable wire instructions set forth on Schedule 1 hereto, or as otherwise directed by a Noteholder.

Except as expressly set forth herein, the Paying Agent shall make payments of principal on the Series 2019-VF1 Variable Funding Notes on each Interim Payment Date and each Payment Date in accordance with Sections 4.4 and 4.5, respectively, of the Base Indenture (at the option of the Issuer in the case of requests during the Revolving Period for the Series 2019-VF1 Variable Funding Notes). The Note Balance of each Class of the Series 2019-VF1 Variable Funding Notes may be increased from time to time on certain Funding Dates in accordance with the terms and provisions of Section 4.3 of the Base Indenture, but not in excess of the related Maximum VFN Principal Balance.     

[Reserved].

The Issuer and the Administrative Agent hereby direct the Indenture Trustee to issue the Barclays Note in the name of “Barclays Bank PLC as agent for the Barclays Purchaser Group.” For the avoidance of doubt, Barclays shall hold the Barclays Note as agent on behalf of and for the benefit of the Barclays Purchaser Group.

For the avoidance of doubt, the failure to pay any Target Amortization Amount when due, as described in the definition thereof, shall constitute an Event of Default.

Notwithstanding anything to the contrary in Section 4.3(b)(iii) of the Base Indenture, VFN Draws on any other Series of VFNs (other than the Series 2019-VF1 Variable Funding Notes) shall be made on a pro rata basis with the Series 2019-VF1 Notes. VFN Draws in respect of the Series 2019-VF1 Variable Funding Notes shall be made in accordance with the instructions provided in the related Funding Certification.

Notwithstanding anything to the contrary contained herein or in the Base Indenture, the Issuer may, upon at least five (5) Business Days’ prior written notice to the Administrative Agent, redeem in whole or in part, and/or terminate and cause retirement of any of the Series 2019-VF1 Variable Funding Notes at any time using proceeds of issuance of new Notes.

The Series 2019-VF1 Notes shall also be subject to optional redemption in accordance with the terms of Section 13.1 of the Base Indenture.

It shall be an additional Funding Condition for increases in the VFN Principal Balance of the Series 2019-VF1 Notes that in the case of each and every Funding Date, (i) the Receivables Seller shall have complied in all material respects with the Risk Retention Letter; and (ii) the increase in the VFN Principal Balance does not cause any of the applicable Maximum VFN Principal Balances or the Maximum Committed Purchase Price to be exceeded.

At least one (1) Business Day prior to each Cost of Funds Rate Determination Date, the Administrative Agent shall calculate the Note Interest Rate for the related Interest Accrual Period (in the case of the Cost of Funds Rate as determined by the Administrative Agent in accordance with Section 8(b) below, as applicable) and the Interest Payment Amount for the Series 2019-VF1 Notes for the upcoming Payment Date, and include a report of such amount in the related Payment Date Report.

On each Cost of Funds Rate Determination Date, the Administrative Agent will calculate the Cost of Funds Rate for the succeeding Interest Accrual Period for the Series 2019-VF1 Notes.

The establishment of the Cost of Funds Rate determined by the Administrative Agent, and the Administrative Agent’s subsequent calculation of the Note Interest Rate on the Series 2019-VF1 Variable Funding Notes for the relevant Interest Accrual Period,

If on any Business Day the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (a) adequate and reasonable means do not exist for ascertaining LIBOR; (b) LIBOR will not adequately and fairly reflect the cost to the Initial VFN Noteholder of funding the Series 2019-VF1 Notes; or (c) it has become unlawful for the Administrative Agent to honor its obligation to use LIBOR to calculate the Cost of Funds Rate with respect to Note Balances held by the Initial VFN Noteholder, then the Administrative Agent shall give notice thereof to the Issuer by telephone, facsimile, or other electronic means as promptly as practicable thereafter and, until the Administrative Agent notifies the Issuer that the circumstances giving rise to such notice no longer exist, the Cost of Funds Rate with respect to Note Balances held by the Initial VFN Noteholder will be determined, subject to the timely approval of the Issuer after receipt of notice of such revised rate, at a rate per annum that the Administrative Agent determines in its reasonable discretion, adequately reflects the cost to the Initial VFN Noteholder of funding the Series 2019-VF1 Notes.

If any Regulatory Change or other requirement of any law, rule, regulation or order applicable to a Noteholder of a Series 2019-VF1 Variable Funding Note (a “Requirement of Law”) or any change in the interpretation or application thereof or compliance by such Noteholder with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made or that becomes effective subsequent to the date hereof:

shall subject such Noteholder to any tax of any kind whatsoever with respect to its Series 2019-VF1 Variable Funding Note (excluding income taxes, branch profits taxes, franchise taxes or similar taxes imposed on such Noteholder as a result of any present or former connection between such Noteholder and the United States, other than any such connection arising solely from such Noteholder having executed, delivered or performed its obligations or received a payment under, or enforced, this Indenture Supplement or any U.S. federal withholding taxes imposed under Code sections 1471 through 1474 as of the date of this Indenture Supplement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any regulations or official

shall impose, modify or hold applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, or credit extended or participated by, or any other acquisition of funds by, any office of such Noteholder which is not otherwise included in the determination of the Note Interest Rate hereunder; or

shall have the effect of reducing the rate of return on such Noteholder’s capital or on the capital of such Noteholder’s holding company, if any, as a consequence of this Indenture Supplement, in the case of the Series 2019-VF1 Variable Funding Notes, the Note Purchase Agreement, or the Series 2019-VF1 Variable Funding Notes to a level below that which such Noteholder or such Noteholder’s holding company could have achieved but for such Requirements of Law (other than any Regulatory Change, Requirement of Law, interpretation or application thereof, request or directive with respect to taxes) (taking into consideration such Noteholder’s policies and the policies of such Noteholder’s holding company with respect to capital adequacy); or

shall impose on such Noteholder or the London interbank market any other condition, cost or expense (other than with respect to taxes) affecting this Indenture Supplement, in the case of the Series 2019-VF1 Variable Funding Notes, the Note Purchase Agreement or the Series 2019-VF1 Variable Funding Notes or any participation therein; or

shall impose on such Noteholder any other material condition;

Increased Costs payable under this Section 9 shall be payable on a Payment Date only to the extent invoiced to the Indenture Trustee prior to the related Cost of Funds Rate Determination Date.

Series Calculation Agent Report. The Calculation Agent shall deliver a report of the following items together with each Calculation Agent Report pursuant to Section 3.1 of the Base Indenture to the extent received from the Servicer, with respect to the Series 2019-VF1 Notes:

the Advance Ratio for each Securitization Trust, and whether the Advance Ratio for such Securitization Trust exceeds 100%;

a list of each Target Amortization Event for the Series 2019-VF1 Notes and presenting a yes or no answer beside each indicating whether each such Target

whether any Receivable, or any portion of the Receivables, attributable to a Securitization Trust, has a Collateral Value of zero by virtue of the definition of “Collateral Value” or Section 4 of this Indenture Supplement;

a calculation of the Net Proceeds Coverage Percentage in respect of each of the three preceding Monthly Advance Collection Periods (or each that has occurred since the date of this Indenture Supplement, if less than three), and the arithmetic average of the three;

the Monthly Reimbursement Rate for the upcoming Payment Date or Interim Payment Date;

whether any Target Amortization Amount that has become due and payable has been paid; and

the Trigger Advance Rate for each Class.

Series Payment Date Report. In conjunction with each Payment Date Report, the Indenture Trustee shall also report the Stressed Time Percentage.

Limitation on Indenture Trustee Duties. The Indenture Trustee, in any of its capacities, shall have no independent duty to verify the occurrence of any of the events described in clause (B) of the definition of “Target Amortization Event.”

Restatement of Representations and Warranties. The Issuer, the Administrator, the Servicer and the Indenture Trustee hereby restate as of the related Issuance Date, the Effective Date and each other date as is specifically referenced in the body of such representation and warranty, all of the representations and warranties set forth in Sections 9.1, 10.1 and 11.14, respectively, of the Base Indenture, and all of the representations and warranties set forth in the Note Purchase Agreement.

In addition, each of the Administrator and the Servicer hereby makes the following representations and warranties for the benefit of the Indenture Trustee, as of the Effective Date and as of the date of each Grant of Receivables to the Indenture Trustee pursuant to the Base Indenture.

Ditech does not believe, nor does it have any reasonable cause to believe, that it cannot perform each and every covenant contained in the Base Indenture, this Indenture Supplement or any other Transaction Document.

Other than any default or termination that (x) customarily occurs as a result of events leading up to and following the commencement of a proceeding under chapter 11 of the Bankruptcy Code by residential mortgage servicers or other companies operating under similar lines of business as the Debtors or (y) occurs as a result of the commencement of the Cases or any Specified Act of Insolvency with respect to Ditech Holding Corporation or Ditech, none of Ditech, the Depositor or the Issuer is in default (or, with respect to Ditech, subject to termination as servicer) under any material agreement, contract, instrument or indenture to which such Person is a party or by which it or its properties is or are bound (including without limitation, each Designated Servicing Agreement), or with respect to any order of any court, administrative agency, arbitrator or governmental body which should, in each case of this clause (ii), reasonably be expected to have a material adverse effect on the transactions contemplated hereunder, and no event has occurred which with notice or lapse of time or both would constitute such a default with respect to any such agreement, contract, instrument or indenture, or with respect to any such order of any court, administrative agency, arbitrator or governmental body.

In order to secure its obligations under the Ditech Repurchase Agreement and the RMS Repurchase Agreement, Ditech, as the sole economic member of the Depositor, shall pledge all of its interest in the Depositor, including, without limitation, its

[Reserved].

The Servicer hereby covenants and agrees that the Servicer and its subsidiaries taken as a whole shall not make any material change in its Core Business Activities unless permitted under the definition of “Core Business Activities” or otherwise consented to by the Administrative Agent in writing, such consent not to be unreasonably withheld. For purposes hereof, “Core Business Activities” means loan origination, loan servicing and collection activities and ancillary services directly related thereto (including, for example, the making of servicer advances and the financing of servicer advances), REO property management, collection of consumer receivables, bankruptcy assistance and solution activities, and the provision of technological support products and services related to the foregoing, any other activities conducted as of the Effective Date and business initiatives arising out of and related to any of the foregoing; provided, however, that the Servicer and its subsidiaries shall be specifically permitted to make material changes to its Core Business Activities insofar as these changes relate to originating, acquiring, securitizing, selling and/or servicing loans or other debt obligations, unless such change in Core Business Activities adversely affects the Servicer’s performance of, or ability to perform its obligations under any Transaction Document or Designated Servicing Agreement or adversely affects the interests of the Noteholders.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary represents and warrants that, as of the Effective Date, the Securities Intermediary has a physical office in the United States and is engaged in a business or other regular activity of maintaining securities accounts. The Securities Intermediary agrees that, at such time as this Indenture is amended, it shall notify the parties if it no longer maintains a physical office in the United States and is no longer engaged in a business or other regular activity of maintaining securities accounts. The Securities Intermediary represents and warrants that there are no other “account agreements” (as defined in the Hague Convention) with respect to the Trust Accounts other than the Base Indenture, as supplemented by the related Indenture Supplement (as applicable).

As permitted by Article 4 of the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary (the “Hague Convention”), the parties hereto designate, acknowledge and further agree that: (i) the Securities Intermediary is an “intermediary” (as defined in Article 1(1)(c) of the Hague Convention), (ii) the Base Indenture, as supplemented by the related Indenture Supplement with respect to any series-specific Trust Account, is an “account agreement” (as defined in Article 1(1)(e) of the Hague Convention) and the Base Indenture, as supplemented by the related Indenture Supplement with respect to any series-specific Trust Account, is the only such “account agreement” relating to the Trust Accounts, (iii) the Issuer is the “account holder” (as defined in Article 1(1)(d) of the Hague Convention) with respect to the Trust Accounts and (iv) the only law which is applicable to all of the issues specified in Article 2(1) of the Hague Convention is the law of the State of New York, which shall govern each such issue and each Trust Account.

Notwithstanding any provisions to the contrary in Article XII of the Base Indenture but subject to the provisions set forth in Sections 12.1 and 12.3 of the Base Indenture, without the consent of the Noteholders of any Notes but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, and the Administrative Agent, upon delivery of an Issuer Tax Opinion if requested by the Administrative Agent and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could not have a material Adverse Effect on any Outstanding Notes and is not reasonably expected to have a material Adverse Effect on the Noteholders of the Notes at any time in the future (unless such Officer’s Certificate is waived by the Administrative Agent), may amend this Indenture Supplement for any of the following purposes: (i) to correct any mistake or typographical error or cure any ambiguity, or to cure, correct or supplement any defective or inconsistent provision herein or in any other Transaction Document; or (ii) to amend any other provision of this Indenture Supplement.

Notwithstanding any provisions to the contrary in Section 6.10 or Article XII of the Base Indenture, no supplement, amendment or indenture supplement entered into with respect to the issuance of a new Series of Notes or pursuant to the terms and provisions of Section 12.2 of the Base Indenture may, without the consent of the Series Required Noteholders, supplement, amend or revise any term or provision of this Indenture Supplement.

Notwithstanding any provisions to the contrary herein or in the Base Indenture, a Noteholder shall have the right, exercisable in its sole discretion, to tranche its respective Series 2019-VF1 Notes into Classes following the initial issuance of the Series 2019-VF1 Notes without the consent of any other Noteholder or any other Person so long as such tranching does not affect the existing payment terms or aggregate available Fundings thereunder in respect of the initially-issued Notes or the allocation of payments and fundings among the Noteholders; provided that if such tranching requires this Indenture Supplement to be amended, the Series Required Noteholders, the Issuer, the Indenture Trustee, the Administrator, the Servicer and the Administrative Agent hereby agree to cooperate in good faith to so amend and shall not hinder, delay or condition their execution of any such amendment.

For the avoidance of doubt, the Issuer and the Administrator hereby covenant that the Issuer shall not issue any future Series of Notes without designating an entity to act as “Administrative Agent” under the related Indenture Supplement with respect to such Series of Notes.

the execution and delivery of this Indenture Supplement by all parties hereto;

each of the conditions precedent set forth in Article 2 of the Omnibus Agreement shall have been satisfied or waived in accordance with the terms thereof, which may be evidenced through email or written notice delivered to the Indenture Trustee; and

the delivery of an Issuer Tax Opinion.

Ditech hereby represents, warrants and covenants to Barclays and each of the Noteholders of the Series 2019-VF1 Notes, that, as of the date hereof and as of each

Each of the Administrator and the Issuer further covenants and agrees that the Owner Trustee and Wells Fargo Bank, N.A., both individually and in its capacity as Indenture Trustee and in its capacity as Securities Intermediary, shall have no liability with respect to any determination as to the applicability or inapplicability of Regulation RR or the scope of the duties and obligations of the Administrator or the Issuer thereunder. For the avoidance of doubt, Wells Fargo Bank, N.A. shall be entitled to its other rights and protections (including any rights to indemnification) set forth herein with respect thereto.

Notwithstanding any other provision in any Transaction Document to the contrary, effective as of and from the date hereof, all references to “Administrative Agent” or “Credit Suisse First Boston Mortgage Capital LLC” in the Base Indenture or any other Transaction Document shall be deemed to be references to “Barclays Bank PLC” as successor Administrative Agent. For the avoidance of doubt, Section 1 of the Base Indenture is hereby amended by deleting the definition of “Administrative Agent” in its entirety and replacing it with the following:

Section 8.1 is hereby deemed to be amended by deleting clause (d) in its entirety and replacing it with the following:

Section 8.1 is hereby deemed to be amended by deleting clause (f) in its entirety and replacing it with the following:

The second paragraph under the heading “Transaction Parties” in Schedule 2 of the Base Indenture is hereby amended by deleting it in its entirety and replacing it with the following:

Exhibit F-3 of the Base Indenture is hereby deemed to be amended by deleting it in its entirety and replacing it with Exhibit A hereto.