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SEC Filings

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


Section 4.10    Severability Clause.
Any part, provision, representation or warranty of this Agreement that is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. To the extent permitted by applicable law, the parties hereto waive any provision of law that prohibits or renders void or unenforceable any provision hereof.
Section 4.11    Successors; No Third Party Beneficiaries.
(a)    This Agreement shall bind and inure to the benefit of and be enforceable by Seller and Purchaser and the respective permitted successors and assigns of Seller and Purchaser. This Agreement does not and is not intended to confer any rights or remedies upon any Person other than Seller and Purchaser and the respective permitted successors and assigns of Seller and Purchaser, except as otherwise explicitly required by law or as set forth in Section 4.11(b) below. Any purported transfer of an interest in this Agreement (or any interest therein) not in accordance with this Section 4.11 shall be null and void ab initio and shall not be given effect for any purpose hereunder and will not operate to transfer any rights to such Person. Seller and Purchaser shall not sell, transfer or assign the Mortgage Assets for so long as this Agreement is in effect, except as expressly permitted hereunder. Any purported transfer of the Mortgage Assets (or any interest therein) not in accordance with this Section 4.11 shall be null and void ab initio and shall not be given effect for any purpose hereunder and will not operate to transfer any rights to such Person.
(b)    Notwithstanding the foregoing, the parties acknowledge and agree that the Note Purchaser is an express third-party beneficiary of this Agreement and shall have the right to enforce Purchaser’s rights and remedies under this Agreement until such time as the Note Principal Balance is paid in full in accordance with the Note Purchase Agreement, and thereafter, solely with respect to indemnification claims that may be brought by Purchaser pursuant to Section 3.06 with respect to Third Party Claims asserted against Note Purchaser.
(c)    The rights of the Note Purchaser under this Agreement (including as to any power of attorney, authorization or agency granted herein) and any security interests granted hereby shall terminate when all the obligations of Client to Note Purchaser under the Note Purchase Agreement (the “Obligations”) have been paid in full (other than inchoate claims in respect of indemnities for which no claim has been made or is known to Client at the time all other Obligations have been paid in full) and no Obligations remain outstanding (unless such Obligations have been cash collateralized).
Section 4.12    Confidentiality.
(a)    Seller and Purchaser acknowledge and agree that the terms of this Agreement and any information whether oral, written or otherwise provided by one party to the other pursuant to

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