Common use of True Sales; Repurchase Transactions Clause in Contracts

True Sales; Repurchase Transactions. For the avoidance of doubt, Buyer and Seller confirm that the Transactions contemplated by this Agreement are intended to be true sales and absolute assignments of the Purchased Mortgage Loans by Seller to Buyer, and not borrowings secured by the Purchased Mortgage Loans. Title to all Purchased Mortgage Loans and related Purchased Assets shall pass to Buyer upon payment of the Purchase Price. Accordingly, beginning on the Purchase Date and prior to the Repurchase Date, Buyer may in its sole discretion and without notice to Seller engage in repurchase transactions with respect to any or all of the Purchased Mortgage Loans or otherwise pledge, hypothecate, assign, transfer or convey any or all of the Purchased Mortgage Loans (such transactions, “Repurchase Transactions”), provided, however, that to the extent Buyer engages in any Repurchase Transactions, it shall have reacquired title to the Purchased Mortgage Loans prior to the Repurchase Date. Seller shall not be responsible for any additional obligations, costs or fees in connection with such Repurchase Transactions. Seller shall not take any action inconsistent with Buyer’s ownership of a Purchased Mortgage Loan and shall not claim any legal, beneficial or other interest in such a Purchased Mortgage Loan other than the limited right and obligations to provide servicing of such Purchased Mortgage Loans where Buyer designates Seller as servicer as provided in Section 6.2.

True Sales; Repurchase Transactions. For the avoidance of doubt, Buyer and Seller loanDepot Parties confirm that the Transactions contemplated by this Agreement are intended to be true sales and absolute assignments of the Purchased Mortgage Loans Participation Interests with respect to the Underlying Assets by Seller to Buyer, and not borrowings secured by the Purchased Mortgage LoansUnderlying Assets. Title to Participation Interests in all Purchased Mortgage Loans Assets and security interests in related Purchased Underlying Assets shall pass to Buyer upon payment of the Purchase Price. Accordingly, beginning on the Purchase Date and prior to the Repurchase Date, Buyer may in its sole discretion and without notice to Seller loanDepot Parties engage in repurchase transactions with respect to any or all of the Purchased Mortgage Loans Participation Interests in the Underlying Assets or otherwise pledge, hypothecate, assign, transfer or convey any or all of the Purchased Mortgage Loans Participation Interests in the Underlying Assets (such transactions, “Repurchase Transactions”), provided, however, that to the extent Buyer engages in any Repurchase Transactions, it shall have reacquired title to ownership in the Purchased Mortgage Loans Participation Interests in the Underlying Assets prior to the Repurchase Date. Seller loanDepot Parties shall not be responsible for any additional obligations, costs or fees in connection with such Repurchase Transactions. Seller loanDepot Parties shall not take any action inconsistent with Buyer’s ownership of a Purchased Mortgage Loan Participation Interest in an Underlying Asset and shall not claim any legal, beneficial or other interest in such a Purchased Mortgage Loan Participation Interest in an Underlying Asset other than the limited right and obligations to provide servicing of such Purchased Mortgage Loans Underlying Assets where Buyer designates Seller Guarantor as servicer as provided in Section 6.2.

True Sales; Repurchase Transactions. For the avoidance of doubt, Buyer and Seller confirm that the Transactions contemplated by this Agreement are intended to be true sales and absolute assignments of the Purchased Mortgage Loans by Seller to Buyer, and not borrowings secured by the Purchased Mortgage Loans. Title to all Purchased Mortgage Loans and related Purchased Assets shall pass to Buyer upon payment of the Purchase Price. Accordingly, beginning on the Purchase Date and prior to the Repurchase Date, Buyer may in its sole discretion and without notice to Seller engage in repurchase transactions with respect to any or all of the Purchased Mortgage Loans or otherwise pledge, hypothecate, assign, transfer or convey any or all of the Purchased Mortgage Loans (such transactions, “Repurchase Transactions”), provided, however, that to the extent Buyer engages in any Repurchase Transactions, it shall have reacquired title to the Purchased Mortgage Loans prior to the Repurchase Date. Seller shall not be responsible for any additional obligations, costs or fees in connection with such Repurchase Transactions. Seller shall not take any action inconsistent with Buyer’s ownership of a Purchased Mortgage Loan and shall not claim any legal, beneficial or other interest in such a Purchased Mortgage Loan other than the limited right and obligations to provide servicing of such Purchased Mortgage Loans where Buyer designates Seller as servicer as provided in Section 6.2. Notwithstanding the foregoing or any other provision of this Agreement, neither Seller nor Bank of America makes any covenants, representations and warranties, whether express or implied, that the anticipated Transactions hereunder will be a purchase and sale and not a financing and it shall be the sole responsibility of Seller and Bank of America to determine for their respective purposes whether the Transactions hereunder will be treated as purchase and sale transactions and not financing transactions. Further, in no event shall Seller or Bank of America be liable to the other or any third party as a result of any Transaction hereunder being deemed a financing transaction.