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SEC Filings

DITECH HOLDING CORP filed this Form 10-K on 04/16/2019
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including reasonably detailed information of the material adverse effect on the value of the applicable Participation Interest. For the avoidance of doubt, any breach of the representations and warranties in the first sentence of Section 3.02(bb) will not be deemed to materially and adversely affect the value of the related Participation Interest if, and only if, Seller made such Advances in accordance with accepted servicing practices applicable to home equity conversion loans.
(ii)    Within ninety (90) days from receipt of written notice to Seller of a Seller Breach (the “Cure Period”), Seller shall use its commercially reasonable efforts to cure such breach in all material respects; provided, however that if Seller is diligently pursuing cure efforts with respect to any such breach upon expiration of such ninety (90) day period, but Seller is unable to cure such breach solely due to a delay caused by any recorder’s office with respect to trailing loan documents, the Cure Period shall be extended for an additional thirty (30) days to allow Seller to continue to cure such breach in all material respects. If any such Seller Breach cannot be cured by the expiration of the applicable Cure Period, Seller shall repurchase the related Participation Interest, at the Repurchase Price; provided, however that in no event shall Seller have any obligation pursuant to this Section 3.04 to repurchase any Participation Interest sold to Purchaser in respect of any breaches of representations or warranties set forth in Section 3.01 and Section 3.02 if (A) Seller does not receive written notice of the related Seller Breach during the Survival Period, (B) the Seller Breach arises out of or results solely from any act or omission of Purchaser (other than any act or omission of Servicer) from and after the Closing Date or (C) the claim relates solely to Curtailment Events (which are addressed in the Servicing Agreement).
(c)    Causes of Action. Any cause of action against Seller relating to or arising out of the breach of any representations and warranties made in Section 3.01 shall accrue as to the Participation Interest related to any HECM Loan upon the earlier of (i) discovery of such breach by Purchaser and Seller’s receipt of notice thereof as required under Section 3.04(b) above, (ii) failure by Seller to cure such breach or repurchase such Participation Interest as specified above, and (iii) demand upon Seller by Purchaser for compliance with the relevant provisions of this Agreement.
(d)    Repurchase Mechanics. Any repurchase of a Participation Interest pursuant to Section 3.04(b) shall be accomplished by wire transfer in the amount of the Repurchase Price of immediately available funds on the repurchase date to an account designated by Purchaser. Upon a repurchase of a Participation Interest pursuant to Section 3.04(b), (i) the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the applicable Participation Interest from this Agreement, (ii) Purchaser shall promptly notify the Custodian that it has no interest in the Collateral File pertaining to the applicable HECM Loan as of the effective date of repurchase, (iii) Purchaser shall execute and deliver such instruments of transfer or conveyance as shall be prepared by, and delivered to it by, Seller and necessary to vest in Seller good and marketable title to such repurchased Participation Interest as of the applicable repurchase date, and (iv) the Participation Interest with respect to such HECM Loan shall be terminated.
(e)    Sole Remedies. Purchaser acknowledges and agrees that the obligations of Seller set forth in Sections 3.04(b) and 3.06(b)(i) to cure defects, repurchase a Participation Interest or otherwise indemnify Purchaser, as applicable, constitute the sole and exclusive remedies of Purchaser with respect to any breach of any representation or warranty of Seller set forth in Section