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SEC Filings

DITECH HOLDING CORP filed this Form T-3 on 11/06/2017
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15. Liquidation and Dissolution.

Except as otherwise required by the Act or this Agreement, the Company shall have perpetual existence unless the Managing Member and the holders of at least a majority of the Company’s limited liability company interests shall elect to dissolve the Company or there is an entry of a decree of judicial dissolution under Section 18-802 of the Act.

The death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event that terminates the continued membership of any Member shall not cause the Company to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the Company shall be continued without dissolution.

16. Winding up Affairs and Distribution of Assets.

a) Upon a winding up of the Company, the Managing Member shall be the liquidating Member (the “Liquidating Member”) and shall proceed to wind up the affairs of the Company, liquidate the remaining property and assets of the Company and wind up and terminate the business of the Company. The Liquidating Member shall cause a full accounting of the assets and liabilities of the Company to be taken and shall cause the assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (1) selling the Company assets and distributing the net proceeds therefrom (after the payment of Company liabilities) to each Member in accordance with Section 10 hereof; or (2) distributing the Company assets to the Members in kind in accordance with Section 10 hereof (after adequate provision for all liabilities and expenses shall have been made).

b) If the Company shall employ method (1) as set forth in Section 16(a) in whole or part as a means of liquidation, then the proceeds of such liquidation shall be applied, to the extent permitted by law, in the following order of priority: (i) first, to the expenses of such liquidation; (ii) second, to creditors (including Members who are creditors) in satisfaction of all of the Company’s debts and other liabilities, whether by payment or the making of a reasonable reserve to provide for payment thereof (to be held and disbursed, at the discretion of the Liquidating Member, by an escrow agent selected by the Liquidating Member and at the expiration of such period as the Liquidating Member may deem advisable, the balance remaining in such reserve shall be distributed as provided herein), other than liabilities for distributions to Members and former Members under Section 18-601 or Section 18-604 of the Act; (iii) third, to Members and former Members in satisfaction of liabilities for distributions under Section 18-601 or Section 18-604 of the Act; and (iv) fourth, to the Members in accordance with Section 10 hereof.

c) In connection with the liquidation of the Company, the Members severally, jointly, or in any combination upon which they may agree, shall have the first opportunity to make bids or tenders for all or any portion of the assets of the Company, and such assets shall not be sold to an outsider except only for a price higher than the highest and best bid of a single Member, the Members jointly, or a combination of Members. Any bid made by a Member or Members for all or any portion of the assets shall be made, if at all, within 30 days after the Liquidating Member or any other Member shall have requested such bids. A copy of each bid shall be delivered by the Liquidating Member to each Member. Unless otherwise agreed by all Members, no Member shall be entitled to raise its bid after submission thereof, whether in response to a bid received by the Company from any other Member or third party, or otherwise.