Common use of REO Subsidiary Interests Clause in Contracts

REO Subsidiary Interests. Notwithstanding any provision to the contrary herein or in any other Facility Document, the Seller Parties and Buyer hereby acknowledge and agree that (i) the issuance or reissuance of the REO Subsidiary Interests in Buyer’s name is for the sole purpose of perfecting Buyer’s security interest hereunder in the REO Subsidiary Interests (by means of “control” under Section 8-106(b)(2) of the Uniform Commercial Code) and for otherwise exercising its rights as permitted under this Agreement, (ii) the security interest in the REO Subsidiary Interests granted hereunder shall constitute a security interest in all legal and beneficial interest in and to such REO Subsidiary Interests but not a sale or transfer of such legal and beneficial interest in and to such REO Subsidiary Interest, and (iii) unless an Event of Default shall have occurred and be continuing, the Buyer (A) shall not exercise any right or privilege of a Certificateholder (as defined in the REO Subsidiary Agreement) or owner of the legal and beneficial ownership interest in the REO Subsidiary Interest without prior written notice (which may be in the form of an email transmission) to the Sellers (which notice shall describe the contemplated action); provided that, to the extent that any action is in response to a request by a Seller or an Affiliate of Seller, such notice may be in the form of a response to such request; and provided further that Buyer shall not be liable to the Seller for any failure to deliver such notice to the extent that such failure is not due to bad faith or willful misconduct on the part of the Buyer, and (B) shall exercise all rights and privileges with respect to the REO Subsidiary Interests as instructed by Sellers unless Buyer shall determine in its good faith discretion that such exercise in accordance with such instruction would otherwise result in a breach of a provision of this Agreement, an Event of Default under this Agreement or would adversely affect the Buyer’s rights or interests under this Agreement or with respect to the REO Subsidiary Interest or Repurchase Assets.

REO Subsidiary Interests. Notwithstanding any provision to the contrary herein or in any other Facility Document, the Seller Parties and Buyer hereby acknowledge and agree that (i) the issuance or reissuance of the REO Subsidiary Interests in Buyer’s name is for the sole purpose of perfecting Buyer’s security interest hereunder in the REO Subsidiary Interests (by means of “control” under Section 8-106(b)(2) of the Uniform Commercial Code) and for otherwise exercising its rights as permitted under this Agreement, (ii) the security interest in the REO Subsidiary Interests granted hereunder shall constitute a security interest in all legal and beneficial interest in and to such REO Subsidiary Interests but not a sale or transfer of such legal and beneficial interest in and to such REO Subsidiary Interest, and (iii) unless an Event of Default shall have occurred and be continuing, the Buyer (A) shall not exercise any right or privilege of a Certificateholder (as defined in the REO Subsidiary Agreement) or owner of the legal and beneficial ownership interest in the REO Subsidiary Interest without prior written notice (which may be in the form of an email transmission) to the Sellers (which notice shall describe the contemplated action); provided that, to the extent that any action is in response to a request by a Seller or an Affiliate of Seller, such notice may be in the form of a response to such request; and provided further that Buyer shall not be liable to the Seller for any failure to deliver such notice to the extent that such failure is not due to bad faith or willful misconduct on the part of the Buyer, and (B) shall exercise all rights and privileges with With respect to the REO Subsidiary Interests Interest representing direct or indirect beneficial interests in an Underlying REO Property pledged to support the Obligations hereunder, Seller shall be deemed to make the representations and warranties set forth below to Buyer as instructed by Sellers unless Buyer of the Purchase Date and as of each date the REO Subsidiary Interest is pledged in connection with a Transaction. Seller is making these representations and warranties contained in Schedule 1-C to the best of its knowledge. Notwithstanding the foregoing, if the REO Subsidiary Interest would fail to comply with any applicable representation and warranty in this Schedule 1-C but for Seller’s lack of knowledge with respect thereto, then notwithstanding Seller’s lack of knowledge with respect to the substance of such representation and warranty, the REO Subsidiary Interest shall determine in its good faith discretion nevertheless be deemed to have breached the applicable representation and warranty and Seller acknowledges that such exercise the REO Subsidiary Interest shall be deemed to have a Market Value of zero in accordance with such instruction would otherwise result in the definition of Market Value hereunder. For purposes of this Schedule 1-C and the representations and warranties set forth herein, a breach of a provision of this Agreement, an Event of Default under this Agreement representation or would adversely affect the Buyer’s rights or interests under this Agreement or warranty shall be deemed to have been cured with respect to the REO Subsidiary Interest if and when Seller has taken or Repurchase Assetscaused to be taken action such that the event, circumstance or condition that gave rise to such breach no longer adversely affects the REO Subsidiary Interest or when no portion of the Purchase Price is allocated to the REO Subsidiary Interest.

REO Subsidiary Interests. Notwithstanding any provision to the contrary herein or in any other Facility Document, the Seller Parties and Buyer hereby acknowledge and agree that (i) the issuance or reissuance of the REO Subsidiary Interests in Buyer’s name is for the sole purpose of perfecting Buyer’s security interest hereunder in the REO Subsidiary Interests (by means of “control” under Section 8-106(b)(2) of the Uniform Commercial Code) and for otherwise exercising its rights as permitted under this Agreement, (ii) the security interest in the REO Subsidiary Interests granted hereunder shall constitute a security interest in all legal and beneficial interest in and to such REO Subsidiary Interests but not a sale or transfer of such legal and beneficial interest in and to such REO Subsidiary Interest, and (iii) unless an Event of Default shall have occurred and be continuing, the Buyer (A) shall not exercise any right or privilege of a Certificateholder (as defined in the REO Subsidiary AgreementAgreements) or owner of the legal and beneficial ownership interest in the REO Subsidiary Interest without prior written notice (which may be in the form of an email transmission) to the Sellers (which notice shall describe the contemplated action); provided that, to the extent that any action is in response to a request by a Seller or an Affiliate of Seller, such notice may be in the form of a response to such request; and provided further that Buyer shall not be liable to the Seller for any failure to deliver such notice to the extent that such failure is not due to bad faith or willful misconduct on the part of the Buyer, and (B) shall exercise all rights and privileges with respect to the REO Subsidiary Interests as instructed by Sellers unless Buyer shall determine in its good faith discretion that such exercise in accordance with such instruction would otherwise result in a breach of a provision of this Agreement, an Event of Default under this Agreement or would adversely affect the Buyer’s rights or interests under this Agreement or with respect to the REO Subsidiary Interest or Repurchase Assets.