REO Holdcos Sample Clauses

REO Holdcos. Immediately following the execution and delivery of the Supplemental Indentures, the Sellers shall assign, transfer and deliver (or cause the assignment, transfer and delivery) to each of the CDO Issuers or the Alternative REO Vehicles (as defined herein), as the case may be, and Purchaser shall, in compliance with its applicable obligations under the Amended and Restated CMAs and CDO Agreements, use reasonable efforts to cause each of the CDO Issuers or the Alternative REO Vehicles, as the case may be, to accept and assume from the Sellers, for no additional consideration, (i) the outstanding equity interests of each of the REO Holdcos held of record by GKKM as nominee for the benefit of the applicable CDO Issuer as of the Closing Date (collectively, the “CDO REO Holdco Interests”), such interests consisting, as of the date hereof, of those equity interests identified on Schedule 1.01(h)(i) and (ii) if and to the extent required in accordance with Section 5.10(b) (Retained CDO Interests) and permitted by the relevant CDO Indenture (as amended by the applicable Supplemental Indenture), the outstanding voting equity interests (excluding, to the extent agreed by the parties hereto, the rights to receive cashflows thereon) of each of the REO Holdcos held of record by GIT or any of its Affiliates for its own benefit as of the Closing Date (the “Seller Minority REO Holdco Interests”), such interests consisting, as of the date hereof, of those equity interests identified on Schedule 1.01(h)(ii).

REO Holdcos. Schedule 3.02 sets forth a list as of the date hereof, of (i) each limited liability company or limited partnership that is owned by a Seller or its Affiliates and holds, directly or indirectly through one or more of its Subsidiaries real property, and interests in real property for the benefit of the CDO Issuers (each, an “REO Holdco”), (ii) for each REO Holdco, all real property and interests in real property owned or held, directly or indirectly, by such REO Holdco (“REO Property”) and (iii) all material disposition activities undertaken since November 19, 2012 by or on behalf of any of the Sellers or their Affiliates with respect to any REO Property held on behalf each CDO Issuer as of such date. Each REO Holdco or a Subsidiary thereof has good and valid title to all REO Property set forth opposite its name on Schedule 3.02, in each case free and clear of all Liens other than Permitted Liens. Except as set forth on Schedule 3.02, no REO Holdco owns any property or assets other than (x) REO Property or (y) an interest in a Subsidiary that directly or indirectly owns REO Property.