On February 8, 2019, Ditech Holding Corporation (the “Company”) and certain of its direct and indirect subsidiaries (collectively with the Company, the “Debtors”), including Ditech Financial LLC (“Ditech Financial”) and Reverse Mortgage Solutions, Inc. (“RMS”), entered into a Restructuring Support Agreement (including the Restructuring Term Sheet attached thereto, the “RSA”) with lenders (collectively, the “Consenting Term Lenders”) holding, as of February 11, 2019, more than 75% of the loans and commitments outstanding (the “Term Loans”) under that certain Second Amended and Restated Credit Agreement, dated as of February 9, 2018, by and among the Company, as borrower, Credit Suisse AG, as administrative agent, and the lenders party thereto (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof, the “Credit Agreement”). Unless otherwise indicated, capitalized terms used but not defined herein shall have the meaning set forth in the RSA. Pursuant to the RSA, the Consenting Term Lenders and the Debtors have agreed to the principal terms of a financial restructuring (the “Restructuring”) of the Company, which will be implemented through a prearranged plan of reorganization under chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) and which provides for the restructuring of the indebtedness of the Company through a recapitalization transaction that is expected to reduce gross corporate debt by over $800 million and provide the reorganized Company with an appropriately sized working capital facility upon emergence (the “Reorganization Transaction”). The RSA also provides for the continuation of the Company’s prepetition review of strategic alternatives (the “Marketing Process”), whereby, as a potential alternative to the implementation of a Reorganization Transaction, any and all bids for the Company or its assets will be evaluated as a precursor to confirmation of any chapter 11 plan of reorganization. The Marketing Process will provide a public and comprehensive forum in which the Debtors will seek bids or proposals for three types of potential transactions. If a bid or proposal is received representing higher or better value than the Reorganization Transaction, it will either be incorporated into the Reorganization Transaction or pursued as an alternative to the Reorganization Transaction in consultation with the Consenting Term Lenders and subject to the RSA. The date on which a plan of reorganization (the “Plan”) is consummated is herein and in the RSA referred to as the Effective Date.