“Bankruptcy Code” shall mean title 11 of the United States Code, 11 U.S.C. § 101, et seq., as amended from time to time.
“Bankruptcy Court” shall mean the United States Bankruptcy Court for the Southern District of New York having jurisdiction over the Cases or any other court having jurisdiction over the Cases, including, to the extent of the withdrawal of any reference under 28 U.S.C. § 157, the United States District Court for the Southern District of New York.
“Barclays” shall have the meaning assigned to such term in the Preamble.
“Barclays Capital” shall have the meaning assigned to such term in the Preamble.
“Barclays MSFTA” shall mean that certain Master Securities Forward Transaction Agreement, dated as of May 18, 2017, between Barclays Capital, and Ditech, as amended by that certain Amendment dated as of June 15, 2017, as further amended, restated, supplemented or otherwise modified from time to time.
“Business Day” shall mean any day other than (i) a Saturday or Sunday; (ii) a day on which the New York Stock Exchange or the Federal Reserve Bank of New York is authorized or obligated by law or executive order to be closed or (iii) a public or bank holiday in New York City.
“Buyers” shall mean collectively, (a) with respect to any Repurchase Agreement, Barclays, Nomura and their respective successors in interest and permitted assigns, as “Buyers” or “Purchasers”, as the case may be, under such Repurchase Agreement, (b) with respect to the SAF Agency Indenture, the SAF Agency Noteholders, and (c) with respect to the SAF PLS Indenture, the SAF PLS Noteholders.
“Carve-Out” shall have the meaning assigned to such term in the DIP Orders.
“Cases” shall mean the cases under chapter 11 of the Bankruptcy Code commenced by the Guarantor, Ditech, RMS and the other Debtors in the Bankruptcy Court and styled as In re Ditech Holding Corporation, et al., Case No. 19-10412.
“Change in Control” shall mean:
(a) any transaction or event as a result of which Guarantor ceases to own, directly or indirectly, 100% of the stock of each Seller;
(b) the sale, transfer, or other disposition of all or substantially all of Seller’s assets (excluding any such action taken in connection with any securitization transaction or routine sales of mortgage loans or routine sales of mortgage servicing rights); or
(c) the consummation of a merger or consolidation of Guarantor with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity’s equity outstanding immediately after such merger, consolidation or such other reorganization is owned by persons who were not equityholders of the Guarantor immediately prior to such merger, consolidation or other reorganization
2014058.10-NYCSR07A - MSW