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DITECH HOLDING CORP filed this Form 10-K on 04/16/2019
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following the occurrence of such Target Amortization Event; provided, however, if any other Series of Notes is issued with Target Amortization Amounts that are payable in fewer than three (3) months, the Target Amortization Amounts for the Series 2019-VF1 Notes shall be payable over such shorter period provided for such other Series of Notes; provided, however, regardless of whether another Target Amortization Event has previously occurred, if the Target Amortization Event described in clause (A) of the definition thereof occurs, the Target Amortization Amount shall equal the remaining Note Balance outstanding upon the occurrence of the Expected Repayment Date and is payable in full on such Expected Repayment Date, regardless of whether such Expected Repayment Date is a Payment Date or not.
Target Amortization Event” for the Series 2019-VF1 Notes, means the earlier of (A) the related Expected Repayment Date for such Notes (the Target Amortization Period with respect to which, notwithstanding the provisions of Section 4.12 of the Base Indenture to the contrary, shall commence automatically on the date specified in the definition of “Expected Repayment Date” in this Indenture Supplement) or (B) the occurrence of any of the following conditions or events, which is not waived by the Series Required Noteholders of the Series 2019-VF1 Notes:
(i)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 the Series 2019-VF1 Notes on such date and (B) the denominator of which equals the aggregate average Note Balances of the Series 2019-VF1 Notes during the related Monthly Advance Collection Period;
(ii)the occurrence of one or more Servicer Termination Events, since the Effective Date, with respect to Designated Pools representing 15% or more (by Mortgage Loan balance as of the date of termination) of all Designated Pools (including those that have been the subject of a previous Servicer Termination Event) as of any date of determination;
(iii)the Monthly Reimbursement Rate is less than 8.00%;
(iv)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;
(v)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;
(vi)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