Common use of Repurchase Transactions Clause in Contracts

Repurchase Transactions. A Buyer may, in its sole election, engage in repurchase transactions (as a “seller” thereunder) with any or all of the Purchased Assets and/or Repurchase Assets or pledge, hypothecate, assign, transfer or otherwise convey any or all of the Purchased Assets and/or Repurchase Assets with a counterparty of Buyers’ choice (such transaction a “Repledge Transaction”); provided that, (i) such Buyer’s obligations under this Agreement shall remain unchanged, (ii) such Buyer shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) Seller shall continue to deal solely and directly with such Buyer in connection with such Buyer’s rights and obligations under this Agreement and the other Program Agreements. Any Repledge Transaction shall be effected by notice to the Administrative Agent, and shall be reflected on the books and records of the Administrative Agent. No such Repledge Transaction shall relieve such Buyer of its obligations to transfer Purchased Assets and/or Repurchase Assets to Seller (and not substitutions thereof) pursuant to the terms hereof. In furtherance, and not by limitation of, the foregoing, it is acknowledged that each counterparty under a Repledge Transaction (a “Repledgee”), is a repledgee as contemplated by Sections 9-207 and 9-623 of the UCC (and the relevant Official Comments thereunder). Administrative Agent and Buyers are each hereby authorized to share any information delivered hereunder with the Repledgee; provided, that, Administrative Agent or such Buyer will cause such Repledgee to execute and deliver a non-disclosure agreement agreeing to keep such information delivered by Administrative Agent or any Buyer to such Repledgee confidential, on substantially similar terms as set forth in Section 32 of this Agreement. Upon the occurrence of an event of default under any Repledge Transaction, Administrative Agent and/or the applicable Buyer shall promptly provide notice of such event of default under such Repledge Transaction to Seller.

Repurchase Transactions. A Buyer may, in its sole election, engage in repurchase transactions (as a “seller” thereunder) with any or all of the Purchased Assets and/or Repurchase Assets or its interests in Contributed Assets or otherwise pledge, hypothecate, assign, transfer or otherwise convey any or all of the Purchased Assets and/or Repurchase Assets or its interests in Contributed Assets with a counterparty of Buyers’ such Buyer’s choice (such transaction transaction, a “Repledge Transaction”); provided that, (i) such Buyer’s obligations under this Agreement shall remain unchanged, (ii) such Buyer shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) Seller shall continue to deal solely and directly with such Buyer in connection with such Buyer’s rights and obligations under this Agreement and the other Program Agreements. Any Repledge Transaction shall be effected by notice to the Administrative Agent, and shall be reflected on the books and records of the Administrative Agent. No such Repledge Transaction shall relieve such Buyer of its obligations to transfer Purchased Assets and/or and Repurchase Assets or its interests in Contributed Assets to Seller (and not substitutions thereof) pursuant to Section 4 hereof, or of such Buyer’s obligation to credit or pay Income to, or apply Income to the terms obligations of, Sellers pursuant to Section 7 hereof. In the event a Buyer engages in a repurchase transaction with any of the Purchased Assets or Repurchase Assets or its interests in Contributed Assets or otherwise pledges or hypothecate any of the Purchased Assets or its interests in Contributed Assets, such Buyer shall have the right to assign to such Buyer’s counterparty any of the applicable representations or warranties herein and the remedies for breach thereof, as they relate to the Purchased Assets or Repurchase Assets or its interests in Contributed Assets that are subject to such repurchase transaction. In furtherance, and not by limitation of, the foregoing, it is acknowledged that each counterparty under a Repledge Transaction (a “Repledgee”), is a repledgee as contemplated by Sections 9-207 and 9-623 of the UCC (and the relevant Official Comments thereunder). Administrative Agent and Buyers are each hereby authorized to share any information delivered hereunder with the Repledgee; provided, that, Administrative Agent or such Buyer will cause such Repledgee to execute and deliver a non-disclosure agreement agreeing to keep such information delivered by Administrative Agent or any Buyer to such Repledgee confidential, on substantially similar terms as set forth in Section 32 of this Agreement. Upon the occurrence of an event of default under any Repledge Transaction, Administrative Agent and/or the applicable Buyer shall promptly provide notice of such event of default under such Repledge Transaction to Seller.

Repurchase Transactions. A Buyer mayNotwithstanding the restrictions contained in this Section 10.1, each Stockholder and each Permitted Stockholder Affiliate may effect repurchase transactions ("Repos" or "Repo transactions") with respect to all or any part of the Shares so long as such Stockholder or Permitted Stockholder Affiliate, as applicable, complies with the following: (i) The Stockholder or Permitted Stockholder Affiliate shall consummate Repo transactions only (A) with such counterparties as may be specified on a list of acceptable broker/dealer or other financial institutions, as such list may be amended by agreement of the Company and the Stockholders from time to time and (B) after the Company has been provided a copy of any repurchase agreement or other instrument which a Stockholder proposes to use in connection with any contemplated Repo transaction and has determined, in its sole electionreasonable judgment, engage that such instrument or agreement complies in all material respects with the provisions of this Section 10.1(f); provided, that the Company shall provide any objections to any such agreement as promptly as practicable after its receipt of a true and complete copy thereof, and in any event within five (5) Business Days of its receipt of a true and complete copy thereof, and if the Company does not object to any proposed contract or agreement within such five (5) Business Day period, such instrument or agreement shall be deemed approved by the Company. Any dispute as to whether or not any such proposed contract or agreement complies in all material respects with the provisions of this Section 10.1(f) shall be resolved by arbitration pursuant to the provisions of Section 12.11 hereof; provided, that such arbitration shall be held pursuant to the procedures for a forty-five day arbitration set forth in Section 13.4 of the Marketing Agreement; (ii) No more than 10 Repo transactions in the aggregate may be in effect with respect to the Initial Shares with not more than 5 counterparties in the aggregate, in any event at any one time (with such limitations applying in the aggregate, not per Stockholder or Permitted Stockholder Affiliate); (iii) The counterparty to a Repo must agree in the applicable repurchase transactions agreement (as a “seller” thereunderA) to comply with the provisions of this Section 10.1 and the restrictions contained in the Stock Subscription Agreement, with respect to all Initial Shares subject to such repurchase agreement, and to inform any transferee of any of such Shares in writing of the existence and exact nature of such restrictions and require any transferee to agree in writing to be bound by such restrictions, (B) to hold all such Shares free and clear of all liens, claims and encumbrances of any kind or nature, other than those securing the Holder's obligations under such repurchase agreement, (C) not assign or transfer the repurchase agreement or any of its rights, duties or obligations thereunder to any Person other than an Affiliate of such counterparty who agrees in writing to be bound by all of the Purchased Assets and/or Repurchase Assets terms and conditions of such repurchase agreement, the provisions of this Section 10.1 and the restrictions contained in the Stock Subscription Agreement, with respect to all Initial Shares subject to such repurchase agreement and prior to any such assignment or pledgetransfer, hypothecate, assign, transfer identify any proposed assignee or otherwise convey transferee of any or all of the Purchased Assets and/or Repurchase Assets Shares subject to any repurchase agreement or any proposed transferee or assignee of any repurchase agreement or any of the counterparty's duties or obligations thereunder and include such obligation in any Repo agreement, (D) that the Company shall have a right to approve any proposed transferee of Shares or assignee of the repurchase agreement or any of its rights, duties or obligations thereunder, including, without limitation, any Affiliate of such counterparty, such approval not with be withheld or delayed unreasonably, and (E) to make the Company a counterparty third party beneficiary entitled to enforce such agreements against the counterparty; and (iv) The Stockholder must, as part of Buyers’ choice each Repo transaction, (A) prior to default thereunder, retain the sole and exclusive authority and right to vote the shares subject to such Repo transaction, (B) if such Repo transaction a “Repledge Transaction”is effected with respect to any Initial Shares prior to the expiration of the "distribution compliance period" (as defined in Regulation S); provided that, certify to the Company that such Repo transaction complies with the provisions of Regulation S and deliver to the Company an opinion of counsel, in form and substance, and from counsel, reasonably acceptable to the Company, that such Repo transaction does so comply, (C) retain the risk of economic loss on the Shares in connection with any Repo transaction and (D) agree on an exercise price for the put and call for the applicable Common Stock (or the repurchase price, settlement price or equivalent price term in any similar arrangement designed to effect the transfer of such Common Stock back to the Stockholder at the conclusion or earlier termination of the Repo transaction) that is at least equal to the purchase price for the Common Stock at which such Repo transaction was effected, which purchase price shall, unless the Company shall otherwise consent, be not less than the last reported sales price therefor as reported on the Nasdaq National Market (or such other market on which the Common Stock is then listed for trading and which has the then largest daily trading volume for the Common Stock. Each Stockholder hereby covenants that it will not settle any Repo transactions to which it may be party at any time by any other means other than by reacquiring record and beneficial title to the Shares that were the subject of such Repo transaction. If either Stockholder (i) fails to timely settle any Repo transaction by reacquiring record and beneficial title to the Shares that were the subject of such Buyer’s obligations under this Agreement shall remain unchangedRepo transaction, (ii) such Buyer shall remain solely responsible modifies the price for any put and call or similar arrangement in connection with any Repo transaction to a price below the other parties hereto purchase price for the performance of Common Stock at which such obligationsRepo transaction was effected, and or (iii) Seller renews or extends any Repo transaction at a price below the last reported sales price therefor as reported on the Nasdaq National Market (or such other market on which the Common Stock is then listed for trading and which has the then largest daily trading volume for the Common Stock), in any event as of the effective date or any renewal or extension, as applicable, such failure, modification, renewal or extension shall continue be deemed a breach of this Agreement, and, in addition to deal solely any remedies which the Company or any other affected party may seek as a consequence of such breach, the provisions of this Section 10.1(f) shall be deemed to have been terminated and directly each Stockholder's right to effect additional Repo transactions from and after such time in respect of any Restricted Shares, including, without limitation, any renewals or extensions of then existing Repo transactions, shall immediately terminate without the requirement of any notice from or other action on the part of the Company. The Company and the Stockholders shall consult with such Buyer each other regarding any press releases or other disclosures, including, without limitation, any disclosures required pursuant to the provisions of the Securities Act or the Exchange Act, with respect to each Repo transaction. The Stockholders shall, and hereby agree to, indemnify and hold the Company harmless from and against any and all Losses to the extent they arise out of or in connection with any Repo transaction except to the extent such Buyer’s rights and obligations Losses arise out of the Company's disclosure in any filing made by the Company under this Agreement and the other Program Agreements. Any Repledge Transaction shall be Securities Act or the Exchange Act of the terms of any Repo transaction effected by notice to a Stockholder in a manner which is inaccurate and different in any material respect from any description provided in writing by the Administrative Agent, and shall be reflected on the books and records Stockholders of the Administrative Agent. No any such Repledge Transaction shall relieve Repo transaction for use in such Buyer of its obligations to transfer Purchased Assets and/or Repurchase Assets to Seller (and not substitutions thereof) pursuant to the terms hereof. In furtherance, and not by limitation of, the foregoing, it is acknowledged that each counterparty under a Repledge Transaction (a “Repledgee”), is a repledgee as contemplated by Sections 9-207 and 9-623 of the UCC (and the relevant Official Comments thereunder). Administrative Agent and Buyers are each hereby authorized to share any information delivered hereunder with the Repledgee; provided, that, Administrative Agent or such Buyer will cause such Repledgee to execute and deliver a non-disclosure agreement agreeing to keep such information delivered by Administrative Agent or any Buyer to such Repledgee confidential, on substantially similar terms as set forth in Section 32 of this Agreement. Upon the occurrence of an event of default under any Repledge Transaction, Administrative Agent and/or the applicable Buyer shall promptly provide notice of such event of default under such Repledge Transaction to Sellerfiling.

Repurchase Transactions. A Buyer a. In furtherance of Section 28 hereof, (i) Subordinate Buyer, as party to any Transaction covering Group B Purchased Assets may, in its sole electiondiscretion, or (ii) Buyers (but not fewer than all Buyers) party to a set of Related Transactions covering Group A Purchased Assets may, in their sole election (but subject to their mutual agreement thereto), engage in repurchase transactions (as a “seller” thereunder) with any or all of their respective Purchased Interests in the Purchased Assets and/or Repurchase Assets subject to such Transaction or set of Related Transactions, or otherwise pledge, hypothecate, assign, transfer or otherwise convey any or all of the such Purchased Assets and/or Repurchase Assets Interests with a counterparty of Buyers’ choice choice, in all cases (except as otherwise provided in Section 28 hereof) subject to Subordinate Buyer or, as applicable, Buyers’ Obligation to reconvey such transaction Purchased Interests (and not substitutes therefor, other than Substitute Assets assigned and transferred to Buyers pursuant to Section 16 hereof) on the Repurchase Date. In the event Buyers engage in repurchase transactions with their Purchased Interests in such Purchased Assets, or in the event they otherwise pledge, hypothecate or convey Purchased Interests, Buyers shall have the right to assign to their counterparties any of the applicable representations or warranties in Appendix A to the Custody Agreement and the remedies for breach thereof, as they relate to such Purchased Assets. b. Without limiting or being limited by Section 17(a) hereof, and in furtherance of Section 28 hereof, Senior Buyer and Subordinate Buyer may from time to time elect to change the designation of a Purchased Asset (x) from “Repledge Transaction”Group A Purchased Asset” to “Group B Purchased Asset” or (y) from “Group B Purchased Asset” to “Group A Purchased Asset.” Following each such redesignation, the Administrative Agent shall notify the relevant Seller and the Servicer of such redesignation; and (1) in the case of (x); provided that, Senior Buyer shall assign and transfer its Purchased Interest in such Purchased Asset to Subordinate Buyer, and (2) in the case of (y), Subordinate Buyer shall assign and transfer to Senior Buyer a Purchased Interest in and to such Purchased Asset equal to the Senior Purchased Interest Percentage (90%). Each such assignment and such redesignation shall take effect on the first Business Day to occur concurrently with or immediately after the date on which such election shall be made and such notification shall be given as aforesaid. Upon any such assignment and transfer, (i) the Transaction or set of Related Transactions to which such Buyer’s obligations under this Agreement Purchased Asset was subject immediately prior thereto shall remain unchangedbe automatically novated (A) to exclude such assigned and transferred Purchased Interest from the Purchased Interests of the assignor and to include them in the Purchased Interests of the assignee, (B) to substitute the assignee for the assignor as the Buyer for such Purchased Interest, and (C) to comply with the terms and conditions of, and make all other changes necessitated by, Section 28 hereof; (ii) the assignor’s aggregate Purchase Price for its Purchased Assets shall be reduced, and the assignee’s aggregate Purchase Price for such Buyer Purchased Assets shall remain solely responsible be increased, by an amount equal to the other parties hereto assignee’s Purchase Price for such Purchased Asset, (iii) the performance Price Differential for such assigned and transferred Purchased Interest shall be based upon (A) the Pricing Rate (or, upon the occurrence and during the continuance of a Default or Event of Default, the Default Rate) of the assignor (for all periods prior to the date of such obligationsassignment and transfer) and (B) the Pricing Rate (or, upon the occurrence of an Event of Default, the Default Rate) of the assignee (for all periods from and after the date of such assignment and transfer), and (iiiiv) Seller shall continue to deal solely and directly with such Buyer in connection with such Buyer’s rights and obligations under this Agreement and the all other Program Agreements. Any Repledge Transaction shall be effected by notice to the Administrative Agent, and shall be reflected on the books and records of the Administrative Agent. No such Repledge Transaction shall relieve such Buyer of its obligations to transfer Purchased Assets and/or Repurchase Assets to Seller (and not substitutions thereof) pursuant to the terms hereof. In furtherance, and not by limitation of, the foregoing, it is acknowledged that each counterparty under a Repledge Transaction (a “Repledgee”), is a repledgee as contemplated by Sections 9-207 and 9-623 of the UCC (and the relevant Official Comments thereunder). Administrative Agent and Buyers are each hereby authorized to share any information delivered hereunder with the Repledgee; provided, that, Administrative Agent or such Buyer will cause such Repledgee to execute and deliver a non-disclosure agreement agreeing to keep such information delivered by Administrative Agent or any Buyer to such Repledgee confidential, on substantially similar terms as changes set forth in Section 32 of 28 shall take effect. Each such redesignation, notification, assignment and transfer, notification and each such related adjustment and change referred to above in this Agreement. Upon Section 17(b) shall be conclusive and binding on such Seller for all purposes hereunder and under the occurrence of an event of default under any Repledge Transaction, Administrative Agent and/or the applicable Buyer shall promptly provide notice of such event of default under such Repledge Transaction to Sellerother Program Documents.

Repurchase Transactions. A Buyer may, in its sole election, engage in repurchase transactions (as a “seller” thereunder) with any or all of its interest in the Purchased Assets Assets, Contributed Crop Loans and/or Repurchase Assets or pledge, hypothecate, assign, transfer or otherwise convey any or all of its interest in the Purchased Assets and/or Repurchase Assets with a counterparty of Buyers’ Buyer’s choice (such transaction transaction, a “Repledge Transaction”); provided that, (i) such Buyer’s obligations under this Agreement shall remain unchanged, (ii) such Buyer shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) Seller shall continue to deal solely and directly with such Buyer in connection with such Buyer’s rights and obligations under this Agreement and the other Program Agreements. Any Repledge Transaction shall be effected by notice to the Administrative AgentBuyer, and shall be reflected on the books and records of the Administrative AgentBuyer. No such Repledge Transaction shall relieve such Buyer of its obligations to transfer Purchased Assets and/or Assets, Contributed Crop Loans and Repurchase Assets to Seller Parties (and not substitutions thereof) on the Repurchase Date pursuant to the terms hereof. In the event Buyer engages in a repurchase transaction with any of the Purchased Assets, Contributed Crop Loans or otherwise pledges or hypothecates any of the Purchased Assets or Contributed Crop Loans, Buyer shall have the right to assign to Buyer’s counterparty any of the applicable representations or warranties herein and the remedies for breach thereof, as they relate to the Purchased Assets and Contributed Crop Loans that are subject to such repurchase transaction. In furtherance, and not by limitation of, the foregoing, it is acknowledged that each counterparty under a Repledge Transaction (a “Repledgee”), is a repledgee as contemplated by Sections 9-207 and 9-623 of the UCC (and the relevant Official Comments official comments thereunder). Administrative Agent and Buyers are each Buyer is hereby authorized to share any information delivered hereunder with the Repledgee; provided, that, Administrative Agent or such Buyer will cause such Repledgee to execute the extent otherwise permitted under Section 31 hereof. Buyer may distribute to any prospective or actual Repledgee this Agreement, any Transaction Document and deliver a non-disclosure agreement agreeing to keep such any document or other information delivered to Buyer by Administrative Agent or any Buyer to such Repledgee confidential, on substantially similar terms as set forth in Section 32 of this Agreement. Upon the occurrence of an event of default under any Repledge Transaction, Administrative Agent and/or the applicable Buyer shall promptly provide notice of such event of default under such Repledge Transaction to SellerSeller Parties.

Repurchase Transactions. A Subject to Section 4.a, Section 4.b, Section 6 and Section 18, a Buyer may, in its sole election, engage in repurchase transactions (as a “seller” thereunder) with any or all of the Purchased Assets and/or Repurchase Assets or pledge, hypothecate, assign, transfer or otherwise convey any or all of the Purchased Assets and/or Repurchase Assets with a counterparty of Buyers’ choice (such transaction transaction, a “Repledge Transaction”); provided that, (i) such Buyer’s obligations under this Agreement shall remain unchanged, (ii) such Buyer shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) Seller shall continue to deal solely and directly with such Buyer in connection with such Buyer’s rights and obligations under this Agreement and the other Program Agreements. Any Repledge Transaction shall be effected by notice to the Administrative Agent, and shall be reflected on the books and records of the Administrative Agent. No such Repledge Transaction shall relieve such Buyer of its obligations to transfer Purchased Assets and/or and Repurchase Assets to Seller (and not substitutions thereof) pursuant to the terms hereof. Seller shall not be responsible for any additional obligations, costs, fees or expenses in connection with any Repledge Transaction. In furtherance, and not by limitation of, the foregoing, it is acknowledged that each counterparty under a Repledge Transaction (a “Repledgee”), is a repledgee as contemplated by Sections 9-207 and 9-623 of the UCC (and the relevant Official Comments thereunder). Administrative Agent and Buyers are each hereby authorized to share any information delivered hereunder with the Repledgee; provided, that, Administrative Agent or such Buyer will cause such Repledgee to execute and deliver a non-disclosure agreement agreeing to keep such information delivered by . To the extent that Administrative Agent or any Buyer shall deliver any Seller Confidential Information to a prospective Repledgee, Administrative Agent shall cause such prospective Repledgee confidential, on substantially to agree to hold such information subject to and in accordance with confidentiality provisions substantively similar terms as set forth in Section 32 to the confidentiality provisions of this Agreement. Upon the occurrence of an event of default under any Repledge Transaction, Administrative Agent and/or the applicable Buyer shall promptly provide notice of such event of default under such Repledge Transaction to Seller.

Repurchase Transactions. A Buyer may, in its sole election, engage in repurchase transactions (as a “seller” thereunder) with any or all of the Purchased Assets and/or Repurchase Assets or pledge, hypothecate, assign, transfer or otherwise convey any or all of the Purchased Assets and/or Repurchase Assets with a counterparty of Buyers’ such Buyer’s choice (such transaction transaction, a “Repledge Transaction”); provided that, that each counterparty under a Repledge Transaction (ieach a “Repledgee”) such Buyer’s obligations under this Agreement shall remain unchanged, (ii) such Buyer shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) Seller shall continue to deal solely and directly with such Buyer in connection with such Buyer’s rights and obligations under this Agreement and the other Program Agreementsnot be a Prohibited Assignee. Any Repledge Transaction shall be effected by notice to the Administrative Agent, and shall be reflected on the books and records of the Administrative Agent. No such Repledge Transaction shall relieve Administrative Agent or such Buyer of its obligations to transfer Purchased Assets and/or and Repurchase Assets to Seller (and not substitutions thereof) pursuant to the terms hereof. In the event such Buyer engages in a Repledge Transaction with any of the Purchased Assets or otherwise pledges or hypothecates any of the Purchased Assets, such Buyer shall have the right to assign to such Buyer’s counterparty any of the applicable representations or warranties herein and the remedies for breach thereof, as they relate to the Purchased Assets that are subject to such repurchase transaction. Notwithstanding the foregoing, in the event of a Repledge Transaction, Seller shall only be required to deal with Administrative Agent and Administrative Agent shall deal exclusively with Seller on behalf of any Repledgee, subject to the terms and conditions hereof. In furtherance, and not by limitation of, the foregoing, it is acknowledged that each counterparty under a Repledge Transaction (a “Repledgee”), is a repledgee as contemplated by Sections 9-207 and 9-623 of the UCC (and the relevant Official Comments thereunder). Administrative Agent and Buyers are each hereby authorized to share any information delivered hereunder with the Repledgee; provided, that, Administrative Agent or such Buyer will cause such Repledgee so long as the Repledgee agrees to execute and deliver a non-disclosure agreement agreeing to keep hold all such information delivered by Administrative Agent or any Buyer in strict confidence subject to such Repledgee confidential, on substantially similar terms the same exceptions and qualifications as set forth are provided in Section 32 of this Agreement. Upon the occurrence of an event of default under any Repledge Transaction, with respect to disclosures by Seller or Guarantor to Administrative Agent and/or the applicable Buyer shall promptly provide notice of such event of default under such Repledge Transaction to Sellerand Buyers.

Repurchase Transactions. A Beginning on the related Purchase Date and prior to the related Repurchase Date, Buyer may, shall have free and unrestricted use of all Purchased Assets (and related Underlying Assets) and may in its sole election, discretion and without notice to Seller Parties engage in repurchase transactions (as a “seller” thereunder) with respect to any or all of the Purchased Assets and/or Repurchase Underlying Assets or otherwise pledge, hypothecate, assign, transfer or otherwise convey any or all of the Purchased Assets and/or Repurchase Assets with a counterparty of Buyers’ choice (and related Underlying Assets) (such transaction a transactions, “Repledge TransactionRepurchase Transactions”); provided thatprovided, (i) however, that such Repurchase Transactions mature on or prior to the Repurchase Date of the related Purchased Assets, Buyer’s obligations under , in its discretion, has the ability to repurchase such Purchased Assets prior to the related Repurchase Date or the ability to substitute collateral in order to obtain release of related Purchased Assets. Nothing contained in this Agreement shall remain unchanged, (ii) such obligate Buyer to segregate any Purchased Asset or Purchased Item or Residual Collateral delivered to Buyer by Seller Parties. Seller Parties shall remain solely not be responsible to the other parties hereto for the performance of such any additional obligations, and (iii) Seller shall continue to deal solely and directly with such Buyer costs or fees in connection with such Repurchase Transactions. Seller Parties shall not take any action inconsistent with Buyer’s rights ownership of a Purchased Asset (representing the Participation Interests in the related Underlying Assets) and shall not claim any legal, beneficial or other interest in such a Purchased Asset other than the limited right and obligations under this Agreement and to provide servicing of such Underlying Assets (representing the other Program Agreements. Any Repledge Transaction shall be effected by notice to Participation Interests in the Administrative Agent, and shall be reflected on the books and records of the Administrative Agent. No such Repledge Transaction shall relieve such related Underlying Assets) where Buyer of its obligations to transfer Purchased Assets and/or Repurchase Assets to Seller (and not substitutions thereof) pursuant to the terms hereof. In furtherance, and not by limitation of, the foregoing, it is acknowledged that each counterparty under a Repledge Transaction (a “Repledgee”), is a repledgee designates Guarantor as contemplated by Sections 9-207 and 9-623 of the UCC (and the relevant Official Comments thereunder). Administrative Agent and Buyers are each hereby authorized to share any information delivered hereunder with the Repledgee; provided, that, Administrative Agent or such Buyer will cause such Repledgee to execute and deliver a non-disclosure agreement agreeing to keep such information delivered by Administrative Agent or any Buyer to such Repledgee confidential, on substantially similar terms servicer as set forth provided in Section 32 of this Agreement. Upon the occurrence of an event of default under any Repledge Transaction, Administrative Agent and/or the applicable Buyer shall promptly provide notice of such event of default under such Repledge Transaction to Seller6.2.

Repurchase Transactions. A Beginning on the related Purchase Date and prior to the related Repurchase Date, Buyer may, shall have free and unrestricted use of all Purchased Assets (and related Underlying Assets) and may in its sole election, discretion and without notice to Nationstar Parties engage in repurchase transactions (as a “seller” thereunder) with respect to any or all of the Purchased Assets and/or Repurchase Underlying Assets or otherwise pledge, hypothecate, assign, transfer or otherwise convey any or all of the Purchased Assets and/or Repurchase Assets with a counterparty of Buyers’ choice (and related Underlying Assets) (such transaction a transactions, “Repledge TransactionRepurchase Transactions”); provided thatprovided, however, so long as an Event of Default shall not have occurred that is continuing, Buyer shall sell to Nationstar Parties on the applicable Repurchase Date the actual Purchased Assets (iand release the related Underlying Assets) such Buyer’s obligations under and not equivalents thereof. Nothing contained in this Agreement shall remain unchanged, (ii) such obligate Buyer to segregate any Purchased Asset or Purchased Item or Residual Collateral delivered to Buyer by Nationstar Parties. Nationstar Parties shall remain solely not be responsible to the other parties hereto for the performance of such any additional obligations, and (iii) Seller shall continue to deal solely and directly with such Buyer costs or fees in connection with such Repurchase Transactions. Nationstar Parties shall not take any action inconsistent with Buyer’s rights ownership of a Purchased Asset (representing the Participation Interests in the related Underlying Assets) and shall not claim any legal, beneficial or other interest in such a Purchased Asset other than the limited right and obligations under this Agreement and to provide servicing of such Underlying Assets (representing the other Program Agreements. Any Repledge Transaction shall be effected by notice to Participation Interests in the Administrative Agent, and shall be reflected on the books and records of the Administrative Agent. No such Repledge Transaction shall relieve such related Underlying Assets) where Buyer of its obligations to transfer Purchased Assets and/or Repurchase Assets to Seller (and not substitutions thereof) pursuant to the terms hereof. In furtherance, and not by limitation of, the foregoing, it is acknowledged that each counterparty under a Repledge Transaction (a “Repledgee”), is a repledgee designates Nationstar Servicer as contemplated by Sections 9-207 and 9-623 of the UCC (and the relevant Official Comments thereunder). Administrative Agent and Buyers are each hereby authorized to share any information delivered hereunder with the Repledgee; provided, that, Administrative Agent or such Buyer will cause such Repledgee to execute and deliver a non-disclosure agreement agreeing to keep such information delivered by Administrative Agent or any Buyer to such Repledgee confidential, on substantially similar terms servicer as set forth provided in Section 32 of this Agreement. Upon the occurrence of an event of default under any Repledge Transaction, Administrative Agent and/or the applicable Buyer shall promptly provide notice of such event of default under such Repledge Transaction to Seller6.2.

Repurchase Transactions. A Buyer may, in its sole election, engage in repurchase transactions (as a “seller” thereunder) with any or all of the Purchased Assets Assets, Contributed Mortgage Loans and/or Repurchase Assets or pledge, hypothecate, assign, transfer or otherwise convey any or all of the Purchased Assets Assets, Contributed Mortgage Loans and/or Repurchase Assets with a counterparty of Buyers’ choice (such transaction transaction, a “Repledge Transaction”) with the prior written consent of Sellers (such consent not to be unreasonably withheld); provided thatprovided, that no such consent shall be required if such Repledge Transaction is (i) such Buyer’s obligations under this Agreement shall remain unchanged, with an Affiliate of a Buyer or an Affiliate of Administrative Agent; (ii) such Buyer shall remain solely responsible to the other parties hereto for the performance of such obligations, and with a Qualified Transferee or (iii) Seller shall continue to deal solely is entered into during the occurrence and directly with such Buyer in connection with such Buyer’s rights and obligations under this Agreement and the other Program Agreementscontinuance of an Event of Default. Any Repledge Transaction shall be effected by notice to the Administrative Agent, and shall be reflected on the books and records of the Administrative Agent. No such Repledge Transaction shall relieve such Buyer of its obligations to transfer Purchased Assets and/or Assets, Contributed Mortgage Loans and Repurchase Assets to any Seller (and not substitutions thereof) pursuant to the terms hereof, and no Seller Party shall be liable for any increased costs to the extent due solely to any Repledge Transaction. In furtherance, and not by limitation of, the foregoing, it is acknowledged that each counterparty under a Repledge Transaction (a “Repledgee”), is a repledgee as contemplated by Sections 9-207 and 9-623 of the UCC (and the relevant Official Comments thereunder). Administrative Agent and Buyers are each hereby authorized to share any information delivered hereunder with the Repledgee; provided, that, Administrative Agent or such Buyer will cause such Repledgee to execute and deliver a non-disclosure agreement agreeing to keep such information delivered by Administrative Agent or any Buyer to such Repledgee confidential, on substantially similar terms as set forth in Section 32 of this Agreement. Upon the occurrence of an event of default under any Repledge Transaction, Administrative Agent and/or the applicable Buyer shall promptly provide notice of such event of default under such Repledge Transaction to Seller.

Repurchase Transactions. A Buyer may, in its sole election, engage in repurchase transactions (as a “seller” thereunder) with any or all of the Purchased Assets Mortgage Loans and/or Repurchase Assets or pledge, hypothecate, assign, transfer or otherwise convey any or all of the Purchased Assets Mortgage Loans and/or Repurchase Assets with a counterparty of Buyers’ choice (such transaction transaction, a “Repledge Transaction”); provided that, (i) such Buyer’s obligations under this Agreement shall remain unchanged, (ii) such Buyer shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) Seller shall continue to deal solely and directly with such Buyer in connection with such Buyer’s rights and obligations under this Agreement and the other Program Agreements. Any Repledge Transaction shall be effected by notice to the Administrative Agent, and shall be reflected on the books and records of the Administrative Agent. No Unless an Event of Default shall have occurred, no such Repledge Transaction shall relieve such Buyer of its obligations to transfer Purchased Assets and/or Mortgage Loans and Repurchase Assets to Seller (and not substitutions thereof) pursuant to the terms hereof. In the event such Buyer engages in a repurchase transaction with any of the Purchased Mortgage Loans or otherwise pledges or hypothecates any of the Purchased Mortgage Loans, such Buyer shall have the right to assign to such Buyer’s counterparty any of the applicable representations or warranties herein and the remedies for breach thereof, as they relate to the Purchased Mortgage Loans that are subject to such repurchase transaction. In furtherance, and not by limitation of, the foregoing, it is acknowledged that each counterparty under a Repledge Transaction (a “Repledgee”), is a repledgee as contemplated by Sections 9-207 and 9-623 of the UCC (and the relevant Official Comments thereunder). Administrative Agent and Buyers are each hereby authorized to share any information delivered hereunder with the Repledgee; provided, that, Administrative Agent or such Buyer will cause such Repledgee subject to execute and deliver a non-disclosure agreement agreeing to keep such information delivered by Administrative Agent or any Buyer to such Repledgee confidential, on substantially similar terms as the confidentiality requirements set forth in Section 32 of this Agreement. Upon the occurrence of an event of default under any Repledge Transaction, Administrative Agent and/or the applicable Buyer shall promptly provide notice of such event of default under such Repledge Transaction to Sellerherein.