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SEC Filings

DITECH HOLDING CORP filed this Form 10-K on 04/16/2019
Entire Document

thereunder, all claims in respect of which shall be extinguished and shall not thereafter revive. No recourse shall be had for the payment of any amount owing in respect of the Series 2019-VF1 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any officer, director, employee, shareholder, stockholder or incorporator of the Issuer or any of their successors or assigns for any amounts pursuant to this Indenture Supplement payable under the Series 2019-VF1 Notes or this Indenture Supplement. It is understood that the foregoing provisions of this Section 16 shall not (a) prevent recourse to the Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the Trust Estate or (b) save as specifically provided therein, constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Series 2019-VF1 Notes or secured by this Indenture Supplement. It is further understood that the foregoing provisions of this Section 16 shall not limit the right of any Person to name the Issuer as a party defendant in any proceeding or in the exercise of any other remedy under the Series 2019-VF1 Notes or this Indenture Supplement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such Person or entity.
Notwithstanding any other provision of this Indenture Supplement, the parties hereto agree that no Noteholder that is a CP Conduit shall have any obligation to pay any amounts owing under this Indenture Supplement unless and until it has received cash pursuant to this Indenture Supplement sufficient to pay such amounts. The provision of this paragraph shall survive the termination of this Indenture Supplement.
Section 17.    Owner Trustee Limitation of Liability.
It is expressly understood and agreed by the parties hereto that (a) this Indenture Supplement is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of the Issuer under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking and agreement by Wilmington Trust, National Association, but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Wilmington Trust, National Association, be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture Supplement or the other Transaction Documents.
Section 18.    Reduction of Maximum Committed Purchase Price.
Notwithstanding anything herein or in the Base Indenture to the contrary, following the occurrence of an Event of Default, the Maximum Committed Purchase Price shall be reduced to zero ($0).
Section 19.    Assignment.
Notwithstanding anything to the contrary herein or in any other Transaction Document, the Transaction Documents are not assignable by the Issuer, Ditech, the Depositor or the Limited Guarantor.
Section 20.    Notices.

Any communication provided for or permitted hereunder, pursuant to the Base Indenture, including, without limitation, pursuant to Section 1.6 thereof or provided for pursuant to any of the Transaction