Underlying Repurchase Transactions Sample Clauses
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Underlying Repurchase Transactions. (1) With respect to a Mortgage Loan that is subject to a Transaction, in the event that such Mortgage Loan is sold by an Underlying Repurchase Counterparty to a Seller under the Underlying Repurchase Documents, such Mortgage Loan may be sold under the Underlying Repurchase Documents as an Underlying Repurchase Asset and such Seller shall provide notice thereof to Administrative Agent, and from and after the related Purchase Date, the selling Seller shall be deemed to have paid the Repurchase Price of such Mortgage Loan hereunder, the selling Seller shall be deemed to have sold such Underlying Repurchase Asset to the Underlying Repurchase Counterparty under the Underlying Repurchase Documents, Administrative Agent on behalf of Buyers shall be deemed to have paid the Purchase Price for such Mortgage Loan as a Purchased Mortgage Loan to the purchasing Seller hereunder and the Transaction governing such Purchased Mortgage Loan shall be between such purchasing Seller and Administrative Agent hereunder. For the avoidance of doubt, any Mortgage Loan made subject to a Transaction by a Seller and Administrative Agent on behalf of Buyers that is subsequently sold by such Seller to Underlying Repurchase Counterparty, and thereafter becomes subject to a Underlying Repurchase Transaction under the Underlying Repurchase Documents as a Underlying Repurchase Asset shall, on the related Purchase Date, be replaced by such Underlying Repurchase Asset as the Purchased Mortgage Loan, which Underlying Repurchase Asset shall automatically become subject to the Transaction to which the Mortgage Loan was subject.
(2) On each Purchase Date with respect to any Mortgage Loan or REO Subsidiary Interest subject to an Underlying Repurchase Transaction, the related Seller will be deemed to make the representations and warranties hereto with respect to such Mortgage Loan or REO Subsidiary Interest as set forth in Schedule 1, Part II attached hereto.
(3) Each Seller hereby agrees and acknowledges that any Underlying Repurchase Transaction is subject to and subordinate to Administrative Agent’s and Buyers’ respective rights hereunder and Administrative Agent’s (for the benefit of Buyers) security interest in the Purchased Mortgage Loans, the REO Subsidiary Interests and Administrative Agent’s and Buyers’ respective rights under the related Transaction.
Underlying Repurchase Transactions. All of the representations and warranties set forth on Schedule 1-D are true and correct in all material respects.
Underlying Repurchase Transactions. Seller makes the following representations and warranties to Administrative Agent with respect to each Underlying Repurchase Transaction that is at all times subject to a Transaction hereunder and at all times while the Program Agreements and any Transaction hereunder is in full force and effect. With respect to those representations and warranties which are made to the best of a Seller’s knowledge, if it is discovered by such Seller or Administrative Agent that the substance of such representation and warranty is inaccurate, notwithstanding such Seller’s lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation and warranty for purposes of determining Asset Value.
Underlying Repurchase Transactions. The Sellers make the following representations and warranties to the Buyer, with respect to the Underlying Repurchase Transactions, that as of the Underlying Repurchase Transaction, and as of the date of this Agreement and any Underlying Repurchase Transaction is outstanding and at all times while the Program Agreements and any Underlying Repurchase Transaction is in full force and effect. For purposes of this Schedule 1 and the representations and warranties set forth herein, a breach of a representation or warranty shall be deemed to have been cured with respect to the Underlying Repurchase Transaction if and when the Sellers have taken or caused to be taken action such that the event, circumstance or condition that gave rise to such breach no longer adversely affects such Underlying Repurchase Transaction.