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 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’ 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 Mortgage Loans and 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 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.

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, (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. In the event such Buyer engages in a repurchase 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. 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 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 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 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.