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SEC Filings

10-K
DITECH HOLDING CORP filed this Form 10-K on 04/16/2019
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otherwise, each Seller hereby acknowledges and agrees that the foregoing grant is intended to use each Seller’s Margin as security (limited to the Margin pledged by each Seller unless any Seller provides additional recourse in any Governing Agreement or elsewhere) for any Seller’s Obligations. Without limiting the characterization of this Agreement as a master netting agreement, the grant herein is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Activities under the Governing Agreements as defined under Sections 101(47)(A)(v), 101(25)(E), 101(38A)(A), (101)(53B)(A)(vi), and 741(7)(A)(xi), 761(4)(J), of the Bankruptcy Code.
Section 3.    Margin for All Obligations. Notwithstanding any provision to the contrary contained in any Governing Agreement or related Program Agreement, all Margin pledged by any Seller to any Buyer Entity in the Buyer Group, whether under this Agreement, any other Governing Agreement or any related Program Agreement shall be and shall constitute, to the fullest extent of any rights of each Seller in such assets, Margin pledged by each Seller under and in connection with this Agreement and each other Governing Agreement, to margin and secure all of the Obligations, each Activity, and each Governing Agreement. Each Activity, whenever entered into, shall be deemed amended accordingly. Each Seller and the Buyer Group each acknowledges and agrees that any Buyer Entity as the secured party may hold any Margin as agent or bailee for the Administrative Agent, for the benefit of all of the Buyer Entities in the Buyer Group.
Section 4.    Periodic Netting and Setoff. Effective as of the Effective Date and until the termination of all Governing Agreements and payment in full in cash of the Obligations, the Administrative Agent (at the direction of the Required Buyers or otherwise in accordance with the Administration Agreement) shall have the right, for so long as an Event of Default is continuing under any Governing Agreement and subject to Article 6 of the Master Refinancing Agreement, to aggregate, setoff, foreclose and net any Obligations and Activities with any Margin. The parties specifically agree that, for so long as an Event of Default is continuing under any Governing Agreement, netting in respect of two or more Obligations and/or Activities with any Margin may occur upon the election of the Administrative Agent (at the direction of the Required Buyers or otherwise in accordance with the Administration Agreement). This periodic netting process shall be conducted in accordance with the provisions of this Section 4 for all Margin and any or all Obligations and/or Activities. Accordingly, for so long as an Event of Default under any Governing Agreement is continuing and subject to Article 6 of the Master Refinancing Agreement:
(a)    If any Seller owes any due and payable Obligation to any Buyer Entity in the Buyer Group, the Administrative Agent (at the direction of the Required Buyers or otherwise in accordance with the Administration Agreement) may, aggregate, setoff, foreclose and net: (i) any Margin pledged by any Seller to Administrative Agent or any Buyer Entity in the Buyer Group or held or carried for any Seller by any Buyer Entity in the Buyer Group; and (ii) any Margin required to be paid or returned by Administrative Agent or any Buyer Entity in the Buyer Group to Seller.
(b)    All payments due pursuant to this Section 4 shall be made on the payment date, which shall be no later than the first business day after the netting. All payments shall be made by wire transfer in accordance with the applicable Governing Agreements.

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2014057.06-NYCSR07A - MSW