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SEC Filings

10-K
DITECH HOLDING CORP filed this Form 10-K on 04/16/2019
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Section 10.    Representations, Warranties and Covenants. Each Seller represents and warrants to Administrative Agent and each other Buyer Entity in the Buyer Group as follows as of the Effective Date and as of the date of any transaction under any MSFTA and each Purchase Date (as defined in each Repurchase Agreement) for any Transaction (as defined in each Repurchase Agreement) under any Repurchase Agreement:
(a)    it has all requisite power to execute, deliver and perform its obligations under this Agreement;
(b)    subject to the entry of the DIP Orders with respect to Ditech and RMS, that this Agreement constitutes the legal, valid and binding obligation of such Seller, enforceable in accordance with its terms, subject (i) as to the enforcement of remedies, to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and (ii) to general principles of equity);
(c)    it is entering into this Agreement at arm’s length and not in reliance on any inducement or information other than as set forth in this Agreement;
(d)    this Agreement creates a valid, fully perfected security interest in the Margin (having the priority described in the DIP Orders), free and clear of any adverse claims, subject in the case of lien perfection to the execution and delivery of any necessary control agreement(s), filing of applicable UCC financing statements or entry of the Interim DIP Order;
(e)    the execution and delivery by such Seller and performance by such Seller of its obligations under this Agreement have been duly authorized by all necessary corporate action on the part of such Seller;
(f)    the execution and delivery by such Seller and performance by such Seller of its obligations under this Agreement do not and will not (i) subject to the entry of the DIP Orders with respect to Ditech and RMS, require any authorization, approval, consent, order, filing, or other action except such as has previously been obtained and is in full force and effect, (ii) violate, subject to the entry of the DIP Orders with respect to Ditech and RMS, any provision of applicable law, statue, rule or regulation or any order, writ, injunction or decree of any court or Governmental Authority (as defined in each Repurchase Agreement) applicable to such Seller, (iii) violate any provision of the organizational documents of such Seller, (iv) violate or result in a default under any provision of any indenture, material agreement, bond, note or other similar material instrument to which such Seller is a party or by which such Seller or any of its properties or assets are bound and that is either entered into after the Petition Date or with respect to which such Seller is obligated to comply during the pendency of its Case, (v) violate or result in a default under any provision of the RSA and (vi) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any properties or assets of such Seller (other than liens and security interests granted by such Seller pursuant this Agreement or any other DIP Warehouse Facility Agreement); and

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2014057.06-NYCSR07A - MSW