ARTICLE 4: CERTAIN COVENANTS
The Guarantor and the DIP Sellers shall comply, and shall cause their respective Subsidiaries to comply, as applicable, with the following covenants:
1. Use of Proceeds. The proceeds of any Fundings under any Governing Agreement and other extensions of credit under the DIP Warehouse Facility Agreements shall be used (i) to pay off in full any outstanding obligations under the Prepetition Warehouse Facility Agreements as of the Effective Date, (ii) in the case of the Repurchase Agreements, to acquire Purchased Assets, (iii) for general working capital and operational expenses of Sellers and (iv) to pay customary fees and closing costs in connection with the DIP Warehouse Facility Agreements; provided that, proceeds of any Fundings or any Collateral shall not be used for repayment of amounts owing under the National Founders Facility.
2. Cash Flow Review Calls. Upon request by any Buyer from time to time, the Guarantor and the Sellers shall hold a cash flow review call with the Administrative Agent, the Buyers and their respective representatives and advisors; provided that (i) absent an Event of Default, the Guarantor and Sellers shall not be required to have more than one such call during any calendar week and (ii) any such call shall be scheduled at times reasonably agreed to by the requesting Buyer, the Sellers and the Administrative Agent.
3. DIP Superpriority Claims. The DIP Superpriority Claims against the Sellers shall have priority over all other administrative expenses, subject and subordinate only to (a) the Carve-Out and (b) the First Lien Term Loan Obligations but solely to the extent they relate to and against, and are payable from, the First Lien Term Loan Collateral only. The DIP Superpriority Claims against the Guarantor shall have priority over all other administrative expenses, subject and subordinate in all respects only to (a) the Carve-Out and (b) the First Lien Term Loan Obligations but solely to the extent as they relate to and against, and are payable from, the First Lien Term Loan Collateral only.
4. Maintenance of Liquidity.
(a) Ditech shall ensure that, at all times, it has Unrestricted Cash in an amount not less than $5,000,000.
(b) RMS shall ensure that, at all times, it has Unrestricted Cash in an amount not less than $25,000,000.
5. Other Ditech Financial Covenants.
(a) As of the end of each calendar month, Ditech shall maintain an Adjusted Tangible Net Worth at least equal to $400,000,000.
(b) As of the end of each calendar month, Ditech’s ratio of Warehouse Indebtedness of Ditech (excluding Non-Recourse Indebtedness and excluding all Indebtedness (as defined in the Ditech Repurchase Agreement) (i) that is not reflected on
2014058.10-NYCSR07A - MSW