Sale of Purchased Mortgage Loans. The provisions of this Agreement are effective to either constitute a sale of the Purchased Mortgage Loans to Buyer or to create in favor of Buyer a valid security interest in all right, title and interest of Seller in, to and under any Repurchase Assets owned by Seller.
Sale of Purchased Mortgage Loans. At any time on the Business Day following notice to the Seller (which notice may be the notice given under Section 14.1(a) of this Section), in the event the Seller has not repurchased all Purchased Mortgage Loans, the Administrative Agent may immediately sell, without demand or further notice of any kind, at a public or private sale and at such price or prices as the Administrative Agent may deem satisfactory any or all Purchased Mortgage Loans and the Repurchase Assets, on a servicing released basis, and apply the proceeds thereof to the aggregate unpaid Repurchase Prices and any other amounts owing by the Seller hereunder. Any Buyer or the Administrative Agent may be a purchaser of any Purchased Mortgage Loan at any public or private sale and such Buyer or Administrative Agent shall be entitled, for the purpose of bidding or making settlement or payment of the purchase price for all or portion of the Purchased Mortgage Loan sold at any such sale to credit amounts owed to such Buyer or Administrative Agent to such sale amount. The proceeds of any disposition of Purchased Mortgage Loans and the Repurchase Assets shall be applied first to the costs and expenses incurred by the Administrative Agent in connection with the Seller’s default; second to costs of cover and/or related hedging transactions owed to Administrative Agent and/or any Buyer for the benefit of all the Buyers; third to the Repurchase Price; and fourth to any other outstanding Obligations of the Seller.
