Common use of No Adverse Claims, Etc Clause in Contracts

No Adverse Claims, Etc. Against Receivables and Trust Property. Ditech hereby covenants that, except for the transfer hereunder and as of any date on which Receivables are transferred, it will not sell, pledge, assign or transfer to any other Person, or grant, create, incur or assume any Adverse Claim on any of the Aggregate Receivables, or any interest therein (other than Permitted Liens). Ditech shall notify the Depositor and its designees of the existence of any Adverse Claim (other than as provided above) on any Receivable immediately upon discovery thereof; and Ditech shall defend the right, title and interest of the Depositor and its assignees in, to and under the Receivables against all claims of third parties claiming through or under it; provided, however, that nothing in this Section 6 shall be deemed to apply to any Adverse Claims for municipal or other local taxes and other governmental charges if such taxes or governmental charges shall not at the time be due and payable or if Ditech shall currently be contesting the validity thereof in good faith by appropriate Proceedings. In addition, Ditech shall take all actions as may be necessary to ensure that, if this Agreement were deemed to create, or does create, a security interest in the Receivables and the other Transferred Assets, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such until the Receivables Sale Termination Date.

No Adverse Claims, Etc. Against Receivables and Trust Property. Ditech Advance Purchaser hereby covenants that, except for the transfer hereunder and as of any date on which Additional Receivables are transferred, it will not sell, pledge, assign or transfer to any other Person, or grant, create, incur or assume any Adverse Claim on any of the Aggregate Receivables, or any interest therein (other than Permitted Liens). Ditech Advance Purchaser shall notify the Depositor and its designees of the existence of any Adverse Claim (other than as provided above) on any Receivable immediately upon discovery thereof; and Ditech Advance Purchaser shall defend the right, title and interest of the Depositor and its assignees in, to and under the Receivables against all claims of third parties claiming through or under it; provided, however, that nothing in this Section 6 8 shall be deemed to apply to any Adverse Claims for municipal or other local taxes and other governmental charges if such taxes or governmental charges shall not at the time be due and payable or if Ditech Advance Purchaser shall currently be contesting the validity thereof in good faith by appropriate Proceedings. In addition, Ditech Advance Purchaser shall take all actions as may be necessary to ensure that, if this Agreement were deemed to create, or does create, a security interest in the Receivables and the other Transferred Assets, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such until the Receivables Sale Termination Date.

No Adverse Claims, Etc. Against Receivables and Trust Property. Ditech Nationstar hereby covenants that, except for the transfer under the Purchase Agreement, the transfer hereunder and as of any date on which Nationstar Additional Receivables are transferred, it will not sell, pledge, assign or transfer to any other Person, or grant, create, incur or assume any Adverse Claim on any of the Aggregate Nationstar Additional Receivables, or any interest therein (other than Permitted Liens). Ditech Nationstar shall notify the Depositor Advance Purchaser and its designees of the existence of any Adverse Claim (other than as provided above) on any Receivable immediately upon discovery thereof; and Ditech Nationstar shall defend the right, title and interest of the Depositor Advance Purchaser and its assignees in, to and under the Receivables against all claims of third parties claiming through or under it; provided, however, that nothing in this Section 6 7 shall be deemed to apply to any Adverse Claims for municipal or other local taxes and other governmental charges if such taxes or governmental charges shall not at the time be due and payable or if Ditech Nationstar shall currently be contesting the validity thereof in good faith by appropriate Proceedings. In addition, Ditech Nationstar shall take all actions as may be necessary to ensure that, if this Agreement were deemed to create, or does create, a security interest in the Receivables and the other Nationstar Transferred Assets, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such until the Receivables Sale Termination Date.