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SEC Filings

DITECH HOLDING CORP filed this Form 10-K on 04/16/2019
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Loss”: Any and all actual, out-of-pocket losses, damages, deficiencies, claims, fines, forfeitures, costs, penalties or expenses, including reasonable out-of-pocket attorneys’ fees and disbursements and excluding (i) any amounts attributable to or arising from overhead allocations, general or administrative costs and expenses, or any cost for the time of any party’s employees, (ii) consequential losses or damages consisting of speculative lost profits, lost investment or business opportunity, damage to reputation or operating losses, (iii) punitive or treble damages, (iv) ordinary deductions from the calculation of insurance or guaranty benefits by an Agency, including payment of interest by FHA at the debenture rate rather than the Mortgage Interest Rate and deductions for a portion of expenses and interest, and (v) appraisal based claim losses and related property preservation expenses.
Material Adverse Change” means any event, circumstance, change or effect that, individually or in the aggregate, has had or is reasonably expected to have a material adverse effect upon the business, assets, liabilities or financial condition of Seller; provided, however, that none of the following shall be deemed to constitute or shall be taken into account in determining whether there has been a “Material Adverse Change”:  any event, circumstance, change or effect to the extent attributable to:  (A) changes in the economy or financial or banking markets, including prevailing interest rates and market conditions, residential mortgage rates or the securities markets, including any disruption thereof and any decline in the price of any security or any market index, generally in the United States or any market as to which the pricing of residential asset backed securities is tied or linked; (B) national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States; (C) changes in accounting principles or practices or Applicable Requirements (as defined in the Servicing Agreement); (D) general regulatory changes; (E) a flood, hurricane, earthquake or other natural disaster or act of God; (F) the negotiation, announcement, pendency or completion of the transactions contemplated by this Agreement or the Note Purchase Agreement, or public or industry knowledge thereof, including losses or threatened losses of employees, customers, lenders or others having business relationships with Seller and any of its Affiliates (as defined in the Servicing Agreement); (G) taking or not taking any action as required by the Servicing Agreement or with respect to which Seller sought consent of the Note Purchaser-appointed Client Representative (as defined in the Servicing Agreement), or taking or not taking any action at the request of, or with the consent of Note Purchaser-appointed Client Representative; or (H) the failure, in and of itself, of Seller or any of its Affiliates to meet any published, internally prepared or other estimates of revenues, earnings or other financial projections, performance measures or operating statistics; provided that, with respect to a matter described in any of the foregoing clauses (A), (C) or (D), such matter shall only be excluded to the extent such matter does not have a materially disproportionate effect on Seller relative to other mortgage servicers in the industry.
Mortgage”: The mortgage, deed of trust or other instrument securing a Mortgage Note, which creates a lien on an unsubordinated estate in fee simple in real property