Common use of Depositors’ Reliance Clause in Contracts

Depositors’ Reliance. Each of the Limited Guarantor and Ditech acknowledges that the Indenture Trustee and the Noteholders are entering into the transactions contemplated by the Transaction Documents in reliance upon the Depositor’s and Issuer’s identity as a legal entity that is separate from it. Therefore, from and after the date of execution and delivery of this Agreement, each of the Limited Guarantor and Ditech will take, and will cause each of their respective subsidiaries to take, all reasonable steps to maintain each of the Depositor’s and Issuer’s identity as a separate legal entity and to make it manifest to third parties that each of the Depositor and the Issuer is an entity with assets and liabilities distinct from those of the Limited Guarantor and Ditech. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, each of the Limited Guarantor and Ditech (i) will not hold itself out, nor permit its respective subsidiaries (other than the Depositor and the Issuer) to hold themselves out, to third parties as liable for the debts of either the Depositor or the Issuer nor purport to own the Aggregate Receivables and other related Transferred Assets and (ii) will take and will cause its respective subsidiaries to take all other actions necessary to ensure that the facts and assumptions regarding it set forth in the opinion issued by Sidley Austin LLP, dated the date hereof, relating to substantive consolidation issues remain true and correct in all material respects at all times.

Depositors’ Reliance. Each of the Limited Guarantor and Ditech Green Tree acknowledges that the Indenture Trustee and the Noteholders are entering into the transactions contemplated by the Transaction Documents in reliance upon the Depositor’s and Issuer’s identity as a legal entity that is separate from it. Therefore, from and after the date of execution and delivery of this Agreement, each of the Limited Guarantor and Ditech Green Tree will take, and will cause each of their respective subsidiaries to take, all reasonable steps to maintain each of the Depositor’s and Issuer’s identity as a separate legal entity and to make it manifest to third parties that each of the Depositor and the Issuer is an entity with assets and liabilities distinct from those of the Limited Guarantor and DitechGreen Tree. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, each of the Limited Guarantor and Ditech Green Tree (i) will not hold itself out, nor permit its respective subsidiaries (other than the Depositor and the Issuer) to hold themselves out, to third parties as liable for the debts of either the Depositor or the Issuer nor purport to own the Aggregate Receivables and other related Transferred Assets and (ii) will take and will cause its respective subsidiaries to take all other actions necessary to ensure that the facts and assumptions regarding it set forth in the opinion issued by Sidley Austin LLP, dated the date hereofClosing Date, relating to substantive consolidation issues remain true and correct in all material respects at all times.