Common use of Repurchase Transactions Clause in Contracts

Repurchase Transactions. Buyer may, in its sole election, engage in repurchase transactions with the Purchased Assets or otherwise pledge, hypothecate, assign, transfer or otherwise convey the Purchased Assets with a counterparty of Buyer’s choice, provided such counterparty is an Eligible Transferee. Notwithstanding anything contained in this Agreement to the contrary, unless an Event of Default shall have occurred and be continuing, no such transaction shall relieve Buyer of its obligations to transfer Purchased Assets to Sellers pursuant to Section 4 hereof, or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Sellers pursuant to Section 7 hereof. In the event Buyer engages in a repurchase transaction with any of the Purchased Assets or otherwise pledges or hypothecates any of the Purchased Assets, 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 that are subject to such repurchase transaction.

Repurchase Transactions. Buyer may, in its sole election, engage in repurchase transactions with the Purchased Assets or its interests in Contributed Assets or otherwise pledge, hypothecate, assign, transfer or otherwise convey the Purchased Assets with a counterparty of Buyer’s choicechoice with Seller’s prior written consent, provided such counterparty is an Eligible Transfereenot to be unreasonably withheld or delayed. Notwithstanding anything contained in this Agreement to the contrary, unless Unless an Event of Default shall have occurred and be continuingoccurred, no such transaction shall relieve Buyer of its obligations to transfer Purchased Assets to Sellers Seller pursuant to Section 4 hereof, or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Sellers Seller pursuant to Section 7 hereof. In the event Buyer engages in a repurchase transaction with any of the Purchased Assets or its interests in the Contributed Assets or otherwise pledges or hypothecates any of the Purchased Assets or its interests in the Contributed Assets, 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 or its interests in the Contributed Assets that are subject to such repurchase transaction.

Repurchase Transactions. Buyer may, in its sole election, engage in repurchase transactions with the Purchased Assets or its interests in REO Properties and Trust Mortgage Loans or otherwise pledge, hypothecate, assign, transfer or otherwise convey the Purchased Assets with a counterparty of Buyer’s choicechoice with Seller’s prior written consent, provided such counterparty is an Eligible Transfereenot to be unreasonably withheld or delayed. Notwithstanding anything contained in this Agreement to the contrary, unless Unless an Event of Default shall have occurred and be continuingoccurred, no such transaction shall relieve Buyer of its obligations to transfer Purchased Assets to Sellers Seller pursuant to Section 4 hereof, or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Sellers Seller pursuant to Section 7 hereof. In the event Buyer engages in a repurchase transaction with any of the Purchased Assets or its interests in the REO Properties and Trust Mortgage Loans or otherwise pledges or hypothecates any of the Purchased AssetsAssets or its interests in the Trust Mortgage Loan or REO Properties, 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 or its interests in the Trust Mortgage Loan or REO Properties that are subject to such repurchase transaction.

Repurchase Transactions. Buyer may, in its sole election, engage in repurchase transactions with the Purchased Assets or otherwise pledge, hypothecate, assign, transfer or otherwise convey the Purchased Assets with a counterparty of Buyer’s choice. Upon receipt of the Repurchase Price and all fees and expenses related to any Purchased Asset, provided such counterparty Buyer is an Eligible Transferee. Notwithstanding anything contained in this Agreement to the contrary, unless an Event of Default shall have occurred and be continuing, no such transaction shall relieve Buyer of its obligations obliged to transfer such Purchased Assets to Sellers Seller pursuant to Section 4 hereof, or of Buyer’s obligation to hereof and credit or pay Income to, or apply Income to the obligations of, Sellers Seller pursuant to Section 7 hereof; provided, that in each instance an Event of Default shall not have occurred. In the event Buyer engages in a repurchase transaction with any of the Purchased Assets or otherwise pledges or hypothecates any of the Purchased Assets, 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 that are subject to such repurchase transaction. Unless otherwise agreed to in writing by Buyer, Seller shall not be responsible for any additional obligations, costs, fees or expenses in connection with Buyer’s pledging or hypothecating of the Purchased Assets, including but not limited to, any additional expenses that may be incurred in reassigning such Purchased Assets to Seller.

Repurchase Transactions. Buyer may, in its sole election, engage in repurchase transactions with the Purchased Assets or Repurchase Assets or otherwise pledge, hypothecate, assign, transfer or otherwise convey the Purchased Assets or Repurchase Assets with a counterparty of Buyer’s choice, provided provided, however, that no such counterparty is an Eligible Transferee. Notwithstanding anything contained in this Agreement repurchase transaction shall relieve Buyer of its obligations set forth herein with respect to the contraryPurchased Assets and any Income thereon, including, but not limited to, the redelivery of the Purchased Assets to the Seller on the Repurchase Date unless an Event of Default has occurred and is continuing (subject to the terms and provisions of this Agreement). Unless an Event of Default shall have occurred and be continuingoccurred, no such transaction shall relieve Buyer of its obligations to transfer Purchased Assets or Repurchase Assets to Sellers Seller pursuant to Section 4 hereof, or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Sellers Seller pursuant to Section 7 hereof. In the event Buyer engages in a repurchase transaction with any of the Purchased Assets or Repurchase Assets or otherwise pledges or hypothecates any of the Purchased Assets or Repurchase Assets, 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 or Repurchase Assets that are subject to such repurchase transaction.

Repurchase Transactions. Buyer may, in its sole election, engage in repurchase transactions with the Purchased Assets or its interests in REO Properties and Trust Mortgage Loans or otherwise pledge, hypothecate, assign, transfer or otherwise convey the Purchased Assets with a counterparty of Buyer’s choice, provided such counterparty is an Eligible Transferee. Notwithstanding anything contained in this Agreement to the contrary, unless Unless an Event of Default shall have occurred and be continuingoccurred, no such transaction shall relieve Buyer of its obligations to transfer Purchased Assets to Sellers Seller pursuant to Section 4 hereof, or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Sellers Seller pursuant to Section 7 hereof. In the event Buyer engages in a repurchase transaction with any of the Purchased Assets or its interests in the REO Properties and Trust Mortgage Loans or otherwise pledges or hypothecates any of the Purchased AssetsAssets or its interests in the Trust Mortgage Loan or REO Properties, 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 or its interests in the Trust Mortgage Loan or REO Properties that are subject to such repurchase transaction.

Repurchase Transactions. Buyer may, in its sole electionelection upon providing five (5) Business Days’ notice of such election to Seller, engage in repurchase transactions with the Purchased Assets or otherwise pledge, hypothecate, assign, transfer or otherwise convey the Purchased Assets with a counterparty of Buyer’s choice, ; provided such counterparty is an Eligible Transferee. Notwithstanding anything contained in this Agreement that Buyer shall not to convey the contrary, unless an Event of Default shall have occurred and be continuing, no such transaction shall relieve Buyer of its obligations to transfer Purchased Assets to Sellers pursuant any counterparty that is not a REIT or a QRS to Section 4 hereofthe extent that any requirement exists under the Code at such time that the Purchased Assets be held by a REIT or a QRS in order for the trust issuing any such Purchased Assets to remain exempt from federal income taxes, or of and in all cases subject to Buyer’s obligation to credit or pay Income to, or apply Income to reconvey the obligations of, Sellers pursuant to Section 7 hereofPurchased Assets (and not substitutes therefor) on the Repurchase Date. In the event Buyer engages in a repurchase such transaction with any of the Purchased Assets or otherwise pledges or hypothecates any of the Purchased Assets, Buyer shall have the right to assign to Buyer’s counterparty any of the applicable representations or warranties herein with respect to the Purchased Assets hereunder and the remedies for breach thereof, as they relate to the Purchased Assets that are subject to such repurchase transaction.

Repurchase Transactions. Buyer may, in its sole election, engage in repurchase transactions with the Purchased Assets or Repurchase Assets or its interests in Contributed Assets or otherwise pledge, hypothecate, assign, transfer or otherwise convey the Purchased Assets with or Repurchase Assets to a counterparty of Buyer’s choice, provided such counterparty is an Eligible Transferee. Notwithstanding anything contained in this Agreement to the contrary, unless Unless an Event of Default shall have occurred and be continuingoccurred, no such transaction shall relieve Buyer of its obligations to transfer Purchased Assets or Repurchase Assets to Sellers pursuant to Section 4 hereof, or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Sellers pursuant to Section 7 hereof. In the event 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 hypothecates any of the Purchased Assets or its interests in Contributed Assets, 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 or Repurchase Assets or its interests in Contributed Assets that are subject to such repurchase transaction.

Repurchase Transactions. Upon purchase pursuant to this Agreement, title to all Purchased Assets shall pass to Buyer may, and Buyer shall have free and unrestricted use of all Purchased Assets. Nothing in its sole election, engage this Agreement shall preclude Buyer from engaging in repurchase transactions with the Purchased Assets or otherwise pledgepledging, hypothecaterepledging, assigntransferring, transfer conveying, hypothecating, or otherwise convey rehypothecating the Purchased Assets Assets, with a counterparty of Buyer’s choice, provided such counterparty is an Eligible Transferee. Notwithstanding anything contained in this Agreement all cases subject to the contrary, unless an Event of Default shall have occurred and be continuing, no such transaction shall relieve Buyer of its obligations to transfer Purchased Assets to Sellers pursuant to Section 4 hereof, or of Buyer’s obligation to credit or pay Income to, or apply Income to reconvey the obligations of, Sellers pursuant to Section 7 hereofPurchased Assets (and not substitutes therefor) on the Repurchase Date. In the event Buyer engages in a repurchase transaction with any of the Purchased Assets or otherwise pledges or hypothecates any of the Purchased Assets, Buyer shall have the right to assign to Buyer’s counterparty any of the applicable representations or warranties herein with respect to the Purchased Assets hereunder and the remedies for breach thereof, as they relate to the Purchased Assets that are subject to such repurchase transaction. Nothing contained in this Repurchase Agreement shall obligate Buyer to segregate any Purchased Assets delivered to Buyer by Sellers.

Repurchase Transactions. Buyer may, in its sole election, engage in repurchase transactions with the Purchased Assets Mortgage Loans or otherwise pledge, hypothecate, assign, transfer or otherwise convey the Purchased Assets Mortgage Loans with a counterparty of Buyer’s choice, provided such counterparty is an Eligible Transferee. Notwithstanding anything contained in this Agreement 's choice all at no cost to the contrary, unless Seller. Unless an Event of Default shall have occurred and be continuingoccurred, no such transaction shall relieve Buyer of its obligations to transfer and not substitute therefor Purchased Assets Mortgage Loans to Sellers Seller pursuant to Section 4 hereof, or of Buyer’s 's obligation to credit or pay Income to, or apply Income to the obligations of, Sellers Seller pursuant to Section 7 hereof. In the event Buyer engages in a repurchase transaction with any of the Purchased Assets Mortgage Loans or otherwise pledges or hypothecates any of the Purchased AssetsMortgage Loans, Buyer shall have the right to assign to Buyer’s 's counterparty any of the applicable representations or warranties herein and the remedies for breach thereof, as they relate to the Purchased Assets Mortgage Loans that are subject to such repurchase transaction.

Repurchase Transactions. Buyer may, in its sole election, engage in repurchase transactions with the Purchased Assets or Repurchase Assets or otherwise pledge, hypothecate, assign, transfer or otherwise convey the Purchased Assets with or Repurchase Assets to a counterparty of Buyer’s choice, provided that Buyer shall return to Seller such counterparty is an Eligible TransfereePurchased Assets. Notwithstanding anything contained in this Agreement to the contrary, unless Unless an Event of Default shall have occurred and be continuingoccurred, no such transaction shall relieve Buyer of its obligations to transfer Purchased Assets or Repurchase Assets to Sellers Seller pursuant to Section 4 hereof, or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Sellers Seller pursuant to Section 7 hereof. In the event Buyer engages in a repurchase transaction with any of the Purchased Assets or Repurchase Assets or otherwise pledges or hypothecates any of the Purchased Assets or Repurchase Assets, 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 or Repurchase Assets that are subject to such repurchase transaction.

Repurchase Transactions. Buyer may, in its sole election, engage in repurchase transactions with the Purchased Assets or otherwise pledge, hypothecate, assign, transfer or otherwise convey the Purchased Assets with a counterparty of Buyer’s choice. Upon receipt of the Repurchase Price and all fees and expenses related to any Purchased Asset, provided such counterparty Buyer is an Eligible Transferee. Notwithstanding anything contained in this Agreement to the contrary, unless an Event of Default shall have occurred and be continuing, no such transaction shall relieve Buyer of its obligations obliged to transfer Purchased Assets to Sellers Seller pursuant to Section 4 hereof, or of Buyer’s obligation to hereof and credit or pay Income to, or apply Income to the obligations of, Sellers Seller pursuant to Section 7 hereof; provided, that in each instance an Event of Default shall not have occurred. In the event Buyer engages in a repurchase transaction with any of the Purchased Assets or otherwise pledges or hypothecates any of the Purchased Assets, 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 that are subject to such repurchase transaction.. Administrative Agent and Buyer are each hereby authorized to share any information delivered hereunder with such counterparty so long as such counterparty agrees to hold all such information in strict confidence subject to the same exceptions and qualifications as are provided in Section 33 with respect to disclosures by Seller to Administrative Agent and Buyers. - SIGNATURE CONFIDENTIAL -Content is not to be distributed or shared outside of participating parties.53

Repurchase Transactions. 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 with their respective Purchased Interests in the Purchased Assets subject to such Transaction or set of Related Transactions, or otherwise pledge, hypothecate, assign, transfer or otherwise convey the such Purchased Assets Interests with a counterparty of Buyer’s Buyers’ choice, in all cases (except as otherwise provided in Section 28 hereof) subject to Subordinate Buyer or, as applicable, Buyers’ Obligation to reconvey such counterparty is an Eligible Transferee. Notwithstanding anything contained in this Agreement Purchased Interests (and not substitutes therefor, other than Substitute Assets assigned and transferred to the contrary, unless an Event of Default shall have occurred and be continuing, no such transaction shall relieve Buyer of its obligations to transfer Purchased Assets to Sellers Buyers pursuant to Section 4 16 hereof, or of Buyer’s obligation to credit or pay Income to, or apply Income to ) on the obligations of, Sellers pursuant to Section 7 hereofRepurchase Date. In the event Buyer engages Buyers engage in a repurchase transaction transactions with any of the their Purchased Assets or otherwise pledges or hypothecates any of the Interests in such Purchased Assets, Buyer or in the event they otherwise pledge, hypothecate or convey Purchased Interests, Buyers shall have the right to assign to Buyer’s counterparty their counterparties any of the applicable representations or warranties herein in Appendix A to the Custody Agreement and the remedies for breach thereof, as they relate to the such Purchased Assets that are subject to such repurchase transactionAssets.

Repurchase Transactions. Buyer may, in its sole election, engage in repurchase transactions with the Purchased Assets or otherwise pledge, hypothecate, assign, transfer or otherwise convey the Purchased Assets with a counterparty of Buyer’s choice's choice except that, provided such counterparty is an Eligible Transferee. Notwithstanding anything contained in this Agreement prior to the contraryoccurrence of an Event of Default, unless Buyer shall not engage in any such repurchase transaction, pledge, hypothecation with a Competitor. Unless an Event of Default shall have occurred and be continuing, no such transaction shall relieve Buyer of its obligations to transfer Purchased Assets to Sellers Seller pursuant to Section 4 hereof, or of Buyer’s 's obligation to credit or pay Income to, or apply Income to the obligations of, Sellers Seller pursuant to Section 7 hereof. In the event Buyer engages in a repurchase transaction with any of the Purchased Assets or otherwise pledges or hypothecates any of the Purchased Assets, Buyer shall have the right to assign to Buyer’s '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.

Repurchase Transactions. Prior to the occurrence of an Event of Default, Buyer may, in its sole election, engage in repurchase transactions with the Purchased Assets Mortgage Loans or otherwise pledge, hypothecate, assign, transfer or otherwise convey the Purchased Assets Mortgage Loans to a Buyer Affiliate. On or after the occurrence and continuance of an Event of Default, Buyer may, in its sole election, engage in repurchase transactions with a counterparty of Buyer’s choicethe Purchased Mortgage Loans or otherwise pledge, provided such counterparty is an Eligible Transfereehypothecate, assign, transfer or otherwise convey the Purchased Mortgage Loans to any Person without limitation. Notwithstanding anything contained in this Agreement to the contrary, unless Unless an Event of Default shall have occurred and be continuingoccurred, no such transaction shall relieve Buyer of its obligations to transfer Purchased Assets Mortgage Loans to Sellers Seller pursuant to Section 4 hereof, or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Sellers Seller pursuant to Section 7 hereof. In the event Buyer engages in a repurchase transaction with any of the Purchased Assets Mortgage Loans or otherwise pledges or hypothecates any of the Purchased AssetsMortgage Loans pursuant to this Section 18, 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 Mortgage Loans that are subject to such repurchase transaction.

Repurchase Transactions. Buyer may, in its sole election, engage in repurchase transactions with the Purchased Assets or its interests in REO Properties and Trust Mortgage Loans or otherwise pledge, hypothecate, assign, transfer or otherwise convey the Purchased Assets with a counterparty of Buyer’s choice, provided such counterparty is an Eligible Transferee. Notwithstanding anything contained in this Agreement to the contrary, unless Unless an Event of Default shall have occurred and be continuingoccurred, no such transaction shall relieve Buyer of its obligations to transfer Purchased Assets to Sellers pursuant to Section 4 hereof, or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Sellers pursuant to Section 7 hereof. In the event Buyer engages in a repurchase transaction with any of the Purchased Assets or its interests in REO Properties and Trust Mortgage Loans or otherwise pledges or hypothecates any of the Purchased AssetsAssets or its interests in REO Properties and Trust Mortgage 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 or its interests in REO Properties and Trust Mortgage Loans that are subject to such repurchase transaction.

Repurchase Transactions. Buyer may, in its sole election, engage in repurchase transactions with the Purchased Assets or its interests in REO Properties and Trust Mortgage Loans or otherwise pledge, hypothecate, assign, transfer or otherwise convey the Purchased Assets with a counterparty of Buyer’s choice's choice with Seller's prior written consent, provided such counterparty is an Eligible Transfereenot to be unreasonably withheld or delayed. Notwithstanding anything contained in this Agreement to the contrary, unless Unless an Event of Default shall have occurred and be continuingoccurred, no such transaction shall relieve Buyer of its obligations to transfer Purchased Assets to Sellers Seller pursuant to Section 4 hereof, or of Buyer’s 's obligation to credit or pay Income to, or apply Income to the obligations of, Sellers Seller pursuant to Section 7 hereof. In the event Buyer engages in a repurchase transaction with any of the Purchased Assets or its interests in the REO Properties and Trust Mortgage Loans or otherwise pledges or hypothecates any of the Purchased AssetsAssets or its interests in the Trust Mortgage Loan or REO Properties, Buyer shall have the right to assign to Buyer’s 's counterparty any of the applicable representations or warranties herein and the remedies for breach thereof, as they relate to the Purchased Assets or its interests in the Trust Mortgage Loan or REO Properties that are subject to such repurchase transaction.

Repurchase Transactions. Buyer may, in its sole election, engage in repurchase transactions with the Purchased Assets or otherwise pledge, hypothecate, assign, transfer or otherwise convey the Purchased Assets with a counterparty of Buyer’s choice, provided such counterparty is an Eligible Transferee. Notwithstanding anything contained in this Agreement to the contrary, unless an Event of Default shall have occurred and be continuing, no such transaction shall relieve Buyer of its obligations to transfer Purchased Assets to Sellers Seller pursuant to Section 4 hereof, or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Sellers Seller pursuant to Section 7 hereof. In the event Buyer engages in a repurchase transaction with any of the Purchased Assets or otherwise pledges or hypothecates any of the Purchased Assets, 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 that are subject to such repurchase transaction.