Agreement, relating to the execution, clearance, settlement of transactions in or the maintenance of accounts for the purpose of carrying, holding or financing positions in, securities, loans (including whole mortgage loans and bank debt), currencies, commodities or derivatives, in each case, for a Seller by any Buyer Entity in the Buyer Group and all transactions in which any Buyer Entity in the Buyer Group provides clearing, fixed income clearing, custody or settlement services to or for a Seller (including as prime broker in connection with prime broker transactions or fixed income clearing transactions, or in connection with any give-up, free delivery or unsettled transaction, or when acting as a clearance and/or settlement agent in any clearing system, market, or exchange, domestic or international) or transactions in, or the custody of, cash made in connection with, or in contemplation of, any of the foregoing.
“Ditech” shall have the meaning set forth in the Preamble.
“Effective Date” shall have the meaning assigned to such term in the Master Refinancing Agreement.
“Event of Default” shall have the meaning, with respect to each Governing Agreement, assigned to such term in such Governing Agreement.
“FDICIA” shall have the meaning assigned to such term in Section 12.
“Governing Agreements” shall mean, collectively, (a) each MSFTA, (b) each Repurchase Agreement, (c) the Master Refinancing Agreement, and (d) the Depositor Equity Pledge Agreement. For the avoidance of doubt, at no time shall any of the following constitute a “Governing Agreement” hereunder: (i) any Prepetition 1L/2L Document, (ii) any Indenture or (iii) any other “Transaction Document” as defined in each Indenture not specified above.
“Guarantor” shall have the meaning set forth in the Preamble.
“Margin” shall have the meaning assigned to such term in Section 2.
“Master Refinancing Agreement” shall have the meaning assigned to such term in the Recitals.
“Nomura” shall have the meaning set forth in the Preamble.
“Nomura Securities” shall have the meaning set forth in the Preamble.
“NYUCC” shall mean the Uniform Commercial Code as adopted in the State of New York as in effect from time to time. The following terms used in this Agreement shall have the same meanings herein as set forth in the NYUCC: “Account,” “Chattel Paper,” “Commodity Account,” “Commodity Contract,” “Deposit Account,” “Document,” “Financial Asset,” “General Intangible,” “Instrument,” “Investment Property,” “Letter-of-Credit Right,” “Proceeds,” “Securities Account,” “Securities Intermediary,” “Security” and “Security Entitlement.”
“Obligations” shall mean, collectively, (a) the “Obligations” (as defined in each of the Repurchase Agreements), (b) the “Secured Obligations” (as defined in each of the MSFTAs),
2014057.06-NYCSR07A - MSW