FORBEARANCE, dated as of January 16, 2019 (this Agreement), by and among Ditech Holding Corporation, a Maryland corporation (the Issuer), each of the undersigned entities listed as guarantors (the Guarantors and, together with the Issuer, the Note Parties), and each of the undersigned beneficial owners and/or investment advisors or managers of discretionary accounts for the holders or beneficial owners of the Notes (as defined below) (collectively, the Holders).
WHEREAS, the Issuer is the issuer under that certain Indenture, dated as of February 9, 2018, among the Issuer, the Guarantors and Wilmington Savings Fund Society, FSB, as trustee (the Trustee) (as amended, modified or supplemented prior to the date hereof, the Indenture and, the notes issued thereunder, the Notes);
WHEREAS, the Issuer failed to make the interest payment due on December 15, 2018, on the Notes (as required pursuant to the Indenture), and the failure to pay interest on any Notes within thirty (30) days after the same has become due and payable, constitutes an Event of Default under the Indenture (such default, the Interest Default);
WHEREAS, upon the occurrence of an Event of Default and so long as such Event of Default is continuing, the Trustee or the holders of at least twenty-five percent (25%) of the outstanding principal amount of the Notes may, by delivering a written notice of acceleration to the Issuer and the Trustee, declare the principal of, premium, if any, and accrued and unpaid interest on all of the Notes issued under the Indenture immediately due and payable;
WHEREAS, the Holders collectively hold greater than seventy-five percent (75%) of the aggregate principal amount of the Notes outstanding, and have formed an ad hoc committee for the purposes of entering into restructuring discussions with the Note Parties;
WHEREAS, the Note Parties have requested that the Holders, and the Holders have agreed to, subject to the terms and conditions set forth herein, temporarily forbear from delivering a notice of acceleration with respect to the Interest Default; and
WHEREAS, terms used but not otherwise defined herein shall have the meanings given to them in the Indenture.
NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
Section 1. Forbearance.
(a) Subject to the satisfaction of the conditions precedent set forth in Section 3 below and the continued satisfaction of the conditions set forth in Section 4 below, respectively, as of the date hereof, each Holder hereby agrees that during the period beginning on the date hereof and ending on the Forbearance Termination Date (the Forbearance Period), it will not enforce, or otherwise take any action to direct enforcement of, any of the rights and remedies available to the Holders or the Trustee under the Indenture or the Notes or otherwise, including, without limitation, any action to accelerate, or join in any request for acceleration of, the Notes (Remedial Action) under the Indenture or the Notes, solely with respect to the Interest Default (such forbearance, the Forbearance). As used herein, Forbearance Termination Date means the earlier of (i) 11:59 p.m. (New York City time) on February 8, 2019; (ii) the failure of any Note Party to comply with any term, condition, or covenant set forth in this