Optional and Mandatory Repurchases Clause Samples

Optional and Mandatory Repurchases. 30 Section 7.1. Optional Repurchases 30 Section 7.2. Mandatory Repurchases or Substitutions 31 Section 7.3. Reassignment of Substituted or Repurchased Collateral Obligations 31 Section 7.4. Repurchase and Substitution Limitations 32 ARTICLE VIII MISCELLANEOUS 32 Section 8.1. Amendment 32 Section 8.2. Governing Law 33 Section 8.3. Notices 34 Section 8.4. Severability of Provisions 34 Section 8.5. Third Party Beneficiaries 35 Section 8.6. Counterparts 35 Section 8.7. Headings 35 Section 8.8. No Bankruptcy Petition; Disclaimer 35 Section 8.9. Jurisdiction 35 Section 8.10. Prohibited Transactions with Respect to the Transferor 36 Section 8.11. No Partnership 36 Section 8.12. Successors and Assigns 36 Section 8.13. Duration of Agreement 36 Section 8.14. Limited Recourse 36 EXHIBIT A Form of Subsequent Transfer Agreement SCHEDULE 1 Schedule of Initial Conveyed Collateral SCHEDULE 2 Notice Information THIS MASTER LOAN SALE AGREEMENT, dated as of March 2, 2016 (as amended, modified, restated, or supplemented from time to time, this “Agreement”), is made by and among NEWSTAR FINANCIAL, INC., a Delaware corporation (in its capacity as transferor under this Agreement, together with its successors and assigns in such capacity, the “Transferor”), NEWSTAR COMMERCIAL LOAN DEPOSITOR 2016-1 LLC, a Delaware limited liability company (together with its successors and assigns in such capacity, the “Retention Holder”), and NEWSTAR COMMERCIAL LOAN FUNDING 2016-1 LLC, a Delaware limited liability company (together with its successors and assigns in such capacity, the “Issuer”).