Common use of Structural Changes Clause in Contracts

Structural Changes. Seller shall not enter into any merger or consolidation, or adopt, file or effect a Division, or liquidate, wind up or dissolve, or sell all or substantially all of its assets or properties, divide itself into two or more limited liability companies, or permit any changes in the ownership of the Equity Interests of Seller, without the consent of Buyer. Seller shall ensure that all Equity Interests of Seller shall continue to be directly owned by the owner or owners thereof as of the date hereof. Seller shall ensure that neither the Equity Interests of Seller nor any property or assets of Seller shall be pledged to any Person other than Buyer. Seller shall not enter into any transaction with an Affiliate of Seller (except transactions expressly contemplated hereby, including, without limitation, the acquisition of Eligible Assets from a Permitted Transferor or other Affiliates of Seller, subject to and in accordance with Section 7.11, or the sale or transfer of a Purchased Asset in connection with a capital markets transaction after or simultaneously with the repurchase thereof by Seller in accordance herewith, which sale or transfer shall be on customary terms and conditions for such transaction), unless, as to such other transactions (a) Seller notifies Buyer of such transaction not less than seven (7) days before entering into it, and (b) such transaction is on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s-length transaction as set forth in Seller’s notice.

Structural Changes. Seller None of the Seller, any Master Series Trust or Guarantor shall not (a) enter into any a merger or consolidation (except that Guarantor may enter into a merger or consolidation if Guarantor is the surviving entity after such merger or consolidation), or adopt, file or effect a Division, or liquidate, wind up or dissolve, or (b) sell all or substantially all of its assets or propertiesproperties or (c) liquidate, divide itself into two wind up or more limited liability companies, or permit any changes in the ownership of the Equity Interests of Sellerdissolve, without the consent of Buyer. Such Seller shall ensure that all Equity Interests of such Seller shall continue to be directly owned by the owner or owners thereof as of the date hereof. Such Seller shall ensure that neither the Equity Interests of such Seller nor any property or assets of such Seller shall be pledged to any Person other than BuyerBuyer (other than a transfer of any unpledged property or assets to another Affiliate of Seller). Except as contemplated by this Agreement or the other Repurchase Documents, such Seller shall not enter into any transaction with an Affiliate of such Seller (except transactions expressly contemplated hereby, including, without limitation, the acquisition of Eligible Assets from other than a Permitted Transferor or other Affiliates of Seller, subject to and in accordance with Section 7.11, or the sale or transfer of a Purchased Asset Mortgage Loans and/or REO Property in connection with a capital markets transaction after or simultaneously with the repurchase thereof by Seller in accordance herewith, which sale or transfer shall be on customary terms and conditions for such transaction), unless, as to such other transactions ordinary course of business) unless (a) such Seller notifies Buyer of such transaction not less than seven at least ten (710) days before entering into it, and (b) such transaction is on commercially reasonable terms similar to those available to unaffiliated parties in an market and arm’s-length transaction terms and conditions, as set forth demonstrated in such Seller’s notice.

Structural Changes. Seller shall not enter into any merger or consolidation, or adopt, file or effect a Division, or liquidate, wind up or dissolve, or sell all or substantially all of its assets or properties, divide itself into two or more limited liability companies, or permit any changes in the ownership of the Equity Interests of Seller, without the consent of Buyer. Seller shall ensure that all Equity Interests of Seller shall continue to be directly owned by the owner or owners thereof as of the date hereof. Seller shall ensure that neither the Equity Interests of Seller nor any property or assets of Seller shall be pledged to any Person other than Buyer. Except in connection with (i) Seller’s transfer from Seller of an Asset that was previously transferred to Seller in connection with a Transaction Request, if Buyer, subsequent to such transfer, declines to approve such Transaction, and if it had been properly requested by Seller pursuant to Section 3.10, or (ii) a repurchase by Seller of a Purchased Asset pursuant to the terms of this Agreement, Seller shall not enter into any transaction with an Affiliate of Seller (except transactions expressly contemplated hereby, including, without limitation, the acquisition of Eligible Assets from a Permitted Transferor or other Affiliates of Seller, subject to and in accordance with Section 7.11, or the sale or transfer of a Purchased Asset in connection with a capital markets transaction after or simultaneously with the repurchase thereof by Seller in accordance herewith, which sale or transfer shall be on customary terms and conditions for such transaction), unless, as to such other transactions unless (a) Seller notifies Buyer of such transaction not less than seven at least ten (710) days before entering into it, and (b) such transaction is on commercially reasonable terms similar to those available to unaffiliated parties in an market and arm’s-length transaction terms and conditions, as set forth demonstrated in Seller’s notice.

Structural Changes. Seller shall not enter into any merger or consolidation, or adopt, file or effect a Division, or liquidate, wind up or dissolve, or sell all or substantially all of its assets or properties, divide itself into two or more limited liability companies, or permit any changes in the ownership of the Equity Interests of Seller, without the consent of Buyer. Seller shall ensure that all Equity Interests of Seller shall continue to be directly owned by the owner or owners thereof as of the date hereof. Seller shall ensure that neither the Equity Interests of Seller nor any property or assets of Seller shall be pledged to any Person other than Buyer. Except in connection with (i) Seller’s transfer from Seller of an Asset that was previously transferred to Seller in connection with a Transaction Request, if Buyer, subsequent to such transfer, declines to approve such Transaction, and if it had been properly requested by Seller pursuant to Section 3.10, or (ii) a repurchase by Seller of a Purchased Asset pursuant to the terms of this Agreement, Seller shall not enter into any transaction with an Affiliate of Seller (except transactions expressly contemplated hereby, including, without limitation, the acquisition of Eligible Assets from a Permitted Transferor or other Affiliates of Seller, subject to and in accordance with Section 7.11, or the sale or transfer of a Purchased Asset in connection with a capital markets transaction after or simultaneously with the repurchase thereof by Seller in accordance herewith, which sale or transfer shall be on customary terms and conditions for such transaction), unless, as to such other transactions unless (a) Seller notifies Buyer of such transaction not less than seven at least ten (710) days before entering into it, and (b) such transaction is on commercially reasonable terms similar to those available to unaffiliated parties in an market and arm’s-length transaction terms and conditions, as set forth demonstrated in Seller’s notice.

Structural Changes. Neither Seller nor Guarantor shall not (a) enter into any a merger or consolidation (except that Guarantor may enter into a merger or consolidation if Guarantor is the surviving entity after such merger or consolidation), or adopt, file or effect a Division, or liquidate, wind up or dissolve, or (b) sell all or substantially all of its assets or propertiesproperties or (c) liquidate, divide itself into two wind up or more limited liability companies, or permit any changes in the ownership of the Equity Interests of Sellerdissolve, without the consent of Buyer. Seller shall ensure that all Equity Interests of Seller shall continue to be directly owned by the owner or owners thereof as of the date hereof. Seller shall ensure that neither the Equity Interests of Seller nor any property or assets of Seller shall be pledged to any Person other than BuyerBuyer (other than a transfer of any unpledged property or assets to another Affiliate of Seller). Except as contemplated by this Agreement or the other Repurchase Documents, Seller shall not enter into any transaction with an Affiliate of Seller (except transactions expressly contemplated hereby, including, without limitation, the acquisition of Eligible Assets from other than a Permitted Transferor or other Affiliates of Seller, subject to and in accordance with Section 7.11, or the sale or transfer of a Purchased Asset Mortgage Loans and/or REO Property in connection with a capital markets transaction after or simultaneously with the repurchase thereof by Seller in accordance herewith, which sale or transfer shall be on customary terms and conditions for such transaction), unless, as to such other transactions ordinary course of business) unless (a) Seller notifies Buyer of such transaction not less than seven at least ten (710) days before entering into it, and (b) such transaction is on commercially reasonable terms similar to those available to unaffiliated parties in an market and arm’s-length transaction terms and conditions, as set forth demonstrated in Seller’s notice.

Structural Changes. Seller shall not enter into any merger or consolidation, or adopt, file or effect a Division, or liquidate, wind up or dissolve, or sell all or substantially all of its assets or properties, divide itself into two or more limited liability companies, or permit any changes in the ownership of the Equity Interests of Seller, without the consent of Buyer. Seller shall ensure that all Equity Interests of Seller shall continue to be directly owned by the owner or owners thereof as of the date hereof. Seller shall ensure that neither the Equity Interests of Seller nor any property or assets of Seller shall be pledged to any Person other than Buyer. Seller shall not enter into any transaction with an Affiliate of Seller (except transactions expressly contemplated hereby, including, without limitation, the acquisition of Eligible Assets from a Permitted Transferor or other Affiliates of Seller, subject to and in accordance with Section 7.11, or the sale or transfer of a Purchased Asset in connection with a capital markets transaction after or simultaneously with the repurchase thereof by Seller in accordance herewith, which sale or transfer shall be on customary terms and conditions for such transaction), unless, as to such other transactions (a) Seller notifies Buyer of such transaction not 1751106839.6 less than seven (7) days before entering into it, and (b) such transaction is on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s-length transaction as set forth in Seller’s notice.