Common use of Underlying Repurchase Transactions Clause in Contracts

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. (1i) With respect to a Mortgage Loan any Purchased Asset that is subject sold by PMC to Buyer in a Transaction, in the event that such Mortgage Loan Purchased Asset is subsequently sold by an Underlying Repurchase Counterparty PMC to a Seller POP, PMC may sell such Purchased Asset under the Underlying Repurchase Documents, such Mortgage Loan may be sold under the Underlying Repurchase Documents Agreement as an Underlying Repurchase Asset and such Seller shall provide Asset, provided that PMC or POP provides notice thereof to Administrative AgentBuyer and such Underlying Repurchase Asset is and continues to be an Eligible Mortgage Loan, and from and after the related Purchase Date, the selling Seller (A) PMC shall be deemed to have paid the Repurchase Price of repurchased such Mortgage Loan Purchased Asset hereunder, the selling Seller (B) PMC shall be deemed to have sold such Underlying Repurchase Asset to the Underlying Repurchase Counterparty POP under the Underlying Repurchase DocumentsAgreement, Administrative Agent on behalf of Buyers (C) Buyer shall be deemed to have paid the Purchase Price for purchased such Mortgage Loan Underlying Repurchase Asset as a Purchased Mortgage Loan to the purchasing Seller Asset from POP hereunder and (D) the Transaction governing such Purchased Mortgage Loan Asset shall thereafter be between such purchasing Seller POP and Administrative Agent hereunderBuyer. For the avoidance of doubt, any Eligible Mortgage Loan made subject sold by PMC to Buyer in a Transaction by a Seller and Administrative Agent on behalf of Buyers that is subsequently sold by such Seller to Underlying Repurchase CounterpartyPOP, and thereafter becomes subject to a an Underlying Repurchase Transaction under the Underlying Repurchase Documents Agreement as a an Underlying Repurchase Asset shall, on the related Purchase Date, be replaced by such Underlying Repurchase Asset as the Purchased Mortgage LoanAsset, which Underlying Repurchase Asset shall automatically become subject to the Transaction to which the Eligible Mortgage Loan was subject. (2ii) On each Purchase Date with respect to any Mortgage Loan or REO Subsidiary Interest subject to an Underlying Repurchase TransactionAsset, the related Seller POP will be deemed to make the representations and warranties hereto with respect to such Mortgage Loan or REO Subsidiary Interest Underlying Repurchase Asset as set forth in Schedule 1, Part II -D attached hereto. (3iii) Each Seller hereby agrees and acknowledges that any such Underlying Repurchase Transaction is subject to and subordinate to Administrative AgentBuyer’s and Buyers’ respective rights hereunder and Administrative AgentBuyer’s (for the benefit of Buyers) security interest in the Purchased Mortgage Loans, the REO Subsidiary Interests Assets and Administrative AgentBuyer’s and Buyers’ respective rights under the related Transaction.

Underlying Repurchase Transactions. (1i) With respect to a Mortgage Loan any Purchased Asset that is subject sold by PMC to Buyer in a Transaction, in the event that such Mortgage Loan Purchased Asset is subsequently sold by an Underlying Repurchase Counterparty PMC to a Seller POP, PMC may sell such Purchased Asset under the Underlying Repurchase Documents, such Mortgage Loan may be sold under the Underlying Repurchase Documents Agreement as an Underlying Repurchase Asset and such Seller shall provide Asset, provided that PMC or POP provides notice thereof to Administrative AgentBuyer and such Underlying Repurchase Asset is and continues to be an Eligible Mortgage Loan, and from and after the related Purchase Date, the selling Seller and (A) PMC shall be deemed to have paid the Repurchase Price of repurchased such Mortgage Loan Purchased Asset hereunder, the selling Seller (B) PMC shall be deemed to have sold such Underlying Repurchase Asset to the Underlying Repurchase Counterparty POP under the Underlying Repurchase DocumentsAgreement, Administrative Agent on behalf of Buyers (C) Buyer shall be deemed to have paid the Purchase Price for purchased such Mortgage Loan Underlying Repurchase Asset as a Purchased Mortgage Loan to the purchasing Seller Asset from POP hereunder and (D) the Transaction governing such Purchased Mortgage Loan Asset shall thereafter be between such purchasing Seller POP and Administrative Agent hereunderBuyer. For the avoidance of doubt, any Eligible Mortgage Loan made subject sold by PMC to Buyer in a Transaction by a Seller and Administrative Agent on behalf of Buyers that is subsequently sold by such Seller to Underlying Repurchase CounterpartyPOP, and thereafter becomes subject to a an Underlying Repurchase Transaction under the Underlying Repurchase Documents Agreement as a an Underlying Repurchase Asset shall, on the related Purchase Date, be replaced by such Underlying Repurchase Asset as the Purchased Mortgage LoanAsset, which Underlying Repurchase Asset shall automatically become subject to the Transaction to which the Eligible Mortgage Loan was subject. (2ii) On each Purchase Date with respect to any Mortgage Loan or REO Subsidiary Interest subject to an Underlying Repurchase TransactionAsset, the related Seller each of PMC and POP will be deemed to make the representations and warranties hereto with respect to such Mortgage Loan or REO Subsidiary Interest Underlying Repurchase Asset as set forth in Schedule 1, Part II -B attached hereto. (3iii) Each Seller hereby agrees and acknowledges that any such Underlying Repurchase Transaction is subject to and subordinate to Administrative AgentBuyer’s and Buyers’ respective rights hereunder and Administrative AgentBuyer’s (for the benefit of Buyers) security interest in the Purchased Mortgage Loans, the REO Subsidiary Interests Assets and Administrative AgentBuyer’s and Buyers’ respective rights under the related Transaction.

Underlying Repurchase Transactions. (1i) With respect to a any Purchased Mortgage Loan that is subject sold by PMH to Buyer in a Transaction, in the event that such Purchased Mortgage Loan is subsequently sold by an Underlying Repurchase Counterparty PMH to a Seller PMC, PMC may sell such Purchased Mortgage Loan under the Underlying Repurchase Documents, such Mortgage Loan may be sold under the Underlying Repurchase Documents Agreement as an Underlying Repurchase Asset and such Seller shall provide Asset, provided that PMH provides notice thereof to Administrative AgentBuyer and such Underlying Repurchase Asset is and continues to be an Eligible Mortgage Loan, and from and after the related Purchase Date, the selling Seller PMH shall be deemed to have paid the Repurchase Price of repurchased such Purchased Mortgage Loan hereunder, the selling Seller PMC shall be deemed to have sold such Underlying Repurchase Asset to the Underlying Repurchase Counterparty POP under the Underlying Repurchase DocumentsAgreement, Administrative Agent on behalf of Buyers Buyer shall be deemed to have paid the Purchase Price for purchased such Mortgage Loan Underlying Repurchase Asset as a Purchased Mortgage Loan to the purchasing Seller from POP hereunder and the Transaction governing such Purchased Mortgage Loan shall thereafter be between such purchasing Seller POP and Administrative Agent hereunderBuyer. For the avoidance of doubt, any Eligible Mortgage Loan made subject sold by PMH to Buyer in a Transaction by a Seller and Administrative Agent on behalf of Buyers that is subsequently sold by such Seller PMH to Underlying Repurchase CounterpartyPMC, and thereafter becomes subject to a Underlying Repurchase Transaction under the Underlying Repurchase Documents Agreement 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 Eligible Mortgage Loan was subject. (2ii) With respect to any Purchased Mortgage Loan that is sold by PMC, PMC shall first sell such Purchased Mortgage Loan under the Underlying Repurchase Agreement as an Underlying Repurchase Asset, provided that PMC provides notice thereof to Buyer and such Underlying Repurchase Asset is and continues to be an Eligible Mortgage Loan, from and after the related Purchase Date, PMC shall be deemed to have sold such Underlying Repurchase Asset to POP under the Underlying Repurchase Agreement, Buyer shall be deemed to have purchased such Underlying Repurchase Asset as a Purchased Mortgage Loan from POP hereunder and the Transaction governing such Purchased Mortgage Loan shall thereafter be between POP and Buyer. (iii) With respect to the REO Subsidiary Interests that are pledged by PMC and POP, PMC shall first sell such REO Subsidiary Interests under the Underlying Repurchase Agreement as an Underlying Repurchase Asset, provided that PMC provides notice thereof to Buyer and such Underlying Repurchase Asset is and continues to be an Eligible REO Subsidiary Interest, from and after the related Purchase Date, PMC shall be deemed to have sold such Underlying Repurchase Asset to POP under the Underlying Repurchase Agreement, POP shall be deemed to have pledged such Underlying Repurchase Asset to Buyer hereunder and the Transaction governing such REO Subsidiary Interests shall thereafter be between POP and Buyer. (iv) On each Purchase Date with respect to any Mortgage Loan or REO Subsidiary Interest subject to an Underlying Repurchase TransactionAsset, the related Seller POP will be deemed to make the representations and warranties hereto with respect to such Mortgage Loan or REO Subsidiary Interest Underlying Repurchase Asset as set forth in Schedule 1, Part II -D attached hereto. (3v) Each Seller hereby agrees and acknowledges that any such Underlying Repurchase Transaction is subject to and subordinate to Administrative AgentBuyer’s and Buyers’ respective rights hereunder and Administrative AgentBuyer’s (for the benefit of Buyers) security interest in the Purchased Mortgage Loans, the REO Subsidiary Interests and Administrative AgentBuyer’s and Buyers’ respective rights under the related Transaction. (vi) All amounts on deposit in the Certificate Distribution Account shall be remitted to the Collection Account on each Payment Date in accordance with the terms of the applicable Subsidiary Agreement.

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 AgentBuyer, 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 Buyer 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 Buyer hereunder. For the avoidance of doubt, any Mortgage Loan made subject to a Transaction by a Seller and Administrative Agent on behalf of Buyers Buyer 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 AgentBuyer’s and Buyers’ respective rights hereunder and Administrative AgentBuyer’s (for the benefit of Buyers) security interest in the Purchased Mortgage Loans, the REO Subsidiary Interests and Administrative AgentBuyer’s and Buyers’ respective rights under the related Transaction.

Underlying Repurchase Transactions. (1i) With respect to a any Purchased Mortgage Loan that is subject sold by PMH to Buyer in a Transaction, in the event that such Purchased Mortgage Loan is subsequently sold by an Underlying Repurchase Counterparty PMH to a Seller PMC, PMC may sell such Purchased Mortgage Loan under the Underlying Repurchase Documents, such Mortgage Loan may be sold under the Underlying Repurchase Documents Agreement as an Underlying Repurchase Asset and such Seller shall provide Asset, provided that PMH provides notice thereof to Administrative AgentBuyer and such Underlying Repurchase Asset is and continues to be an Eligible Mortgage Loan, and from and after the related Purchase Date, the selling Seller PMH shall be deemed to have paid the Repurchase Price of repurchased such Purchased Mortgage Loan hereunder, the selling Seller PMC shall be deemed to have sold such Underlying Repurchase Asset to the Underlying Repurchase Counterparty POP under the Underlying Repurchase DocumentsAgreement, Administrative Agent on behalf of Buyers Buyer shall be deemed to have paid the Purchase Price for purchased such Mortgage Loan Underlying Repurchase Asset as a Purchased Mortgage Loan to the purchasing Seller from POP hereunder and the Transaction governing such Purchased Mortgage Loan shall thereafter be between such purchasing Seller POP and Administrative Agent hereunderBuyer. For the avoidance of doubt, any Eligible Mortgage Loan made subject sold by PMH to Buyer in a Transaction by a Seller and Administrative Agent on behalf of Buyers that is subsequently sold by such Seller PMH to Underlying Repurchase CounterpartyPMC, and thereafter becomes subject to a Underlying Repurchase Transaction under the Underlying Repurchase Documents Agreement 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 Eligible Mortgage Loan was subject. (2ii) With respect to any Purchased Mortgage Loan that is sold by PMC, PMC shall first sell such Purchased Mortgage Loan under the Underlying Repurchase Agreement as an Underlying Repurchase Asset, provided that PMC provides notice thereof to Buyer and such Underlying Repurchase Asset is and continues to be an Eligible Mortgage Loan, from and after the related Purchase Date, PMC shall be deemed to have sold such Underlying Repurchase Asset to POP under the Underlying Xxxxxxxxxx Agreement, Buyer shall be deemed to have purchased such Underlying Repurchase Asset as a Purchased Mortgage Loan from POP hereunder and the Transaction governing such Purchased Mortgage Loan shall thereafter be between POP and Buyer. (iii) With respect to the REO Subsidiary Interests that are pledged by PMC and POP, PMC shall first sell such REO Subsidiary Interests under the Underlying Repurchase Agreement as an Underlying Repurchase Asset, provided that PMC provides notice thereof to Buyer and such Underlying Repurchase Asset is and continues to be an Eligible REO Subsidiary Interest, from and after the related Purchase Date, PMC shall be deemed to have sold such Underlying Repurchase Asset to POP under the Underlying Repurchase Agreement, POP shall be deemed to have pledged such Underlying Repurchase Asset to Buyer hereunder and the Transaction governing such REO Subsidiary Interests shall thereafter be between POP and Buyer. (iv) On each Purchase Date with respect to any Mortgage Loan or REO Subsidiary Interest subject to an Underlying Repurchase TransactionAsset, the related Seller POP will be deemed to make the representations and warranties hereto with respect to such Mortgage Loan or REO Subsidiary Interest Underlying Repurchase Asset as set forth in Schedule 1, Part II -D attached hereto. (3v) Each Seller hereby agrees and acknowledges that any such Underlying Repurchase Transaction is subject to and subordinate to Administrative AgentBuyer’s and Buyers’ respective rights hereunder and Administrative AgentBuyer’s (for the benefit of Buyers) security interest in the Purchased Mortgage Loans, the REO Subsidiary Interests and Administrative AgentBuyer’s and Buyers’ respective rights under the related Transaction. (vi) All amounts on deposit in the Certificate Distribution Account shall be remitted to the Collection Account on each Payment Date in accordance with the terms of the applicable Subsidiary Agreement.

Underlying Repurchase Transactions. (1i) With respect to a any Purchased Mortgage Loan that is subject sold by PMH to Buyer in a Transaction, in the event that such Purchased Mortgage Loan is subsequently sold by an Underlying Repurchase Counterparty PMH to a Seller PMC, PMC may sell such Purchased Mortgage Loan under the Underlying Repurchase Documents, such Mortgage Loan may be sold under the Underlying Repurchase Documents Agreement as an Underlying Repurchase Asset and such Seller shall provide Asset, provided that PMH provides notice thereof to Administrative AgentBuyer and such Underlying Repurchase Asset is and continues to be an Eligible Mortgage Loan, and from and after the related Purchase Date, the selling Seller PMH shall be deemed to have paid the Repurchase Price of repurchased such Purchased Mortgage Loan hereunder, the selling Seller PMC shall be deemed to have sold such Underlying Repurchase Asset to the Underlying Repurchase Counterparty POP under the Underlying Repurchase DocumentsAgreement, Administrative Agent on behalf of Buyers Buyer shall be deemed to have paid the Purchase Price for purchased such Mortgage Loan Underlying Repurchase Asset as a Purchased Mortgage Loan to the purchasing Seller from POP hereunder and the Transaction governing such Purchased Mortgage Loan shall thereafter be between such purchasing Seller POP and Administrative Agent hereunderBuyer. For the avoidance of doubt, any Eligible Mortgage Loan made subject sold by PMH to Buyer in a Transaction by a Seller and Administrative Agent on behalf of Buyers that is subsequently sold by such Seller PMH to Underlying Repurchase CounterpartyPMC, and thereafter becomes subject to a Underlying Repurchase Transaction under the Underlying Repurchase Documents Agreement 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 Eligible Mortgage Loan was subject. (2ii) With respect to any Purchased Mortgage Loan that is sold by PMC, PMC shall first sell such Purchased Mortgage Loan under the Underlying Repurchase Agreement as an Underlying Repurchase Asset, provided that PMC provides notice thereof to Buyer and such Underlying Repurchase Asset is and continues to be an Eligible Mortgage Loan, from and after the related Purchase Date, PMC shall be deemed to have sold such Underlying Repurchase Asset to POP under the Underlying Repurchase Agreement, Buyer shall be deemed to have purchased such Underlying Repurchase Asset as a Purchased Mortgage Loan from POP hereunder and the Transaction governing such Purchased Mortgage Loan shall thereafter be between POP and Buyer. (iii) With respect to the REO Subsidiary Interests that are pledged by PMC and POP, PMC shall first sell such REO Subsidiary Interests under the Underlying Repurchase Agreement as an Underlying Repurchase Asset, provided that PMC provides notice thereof to Buyer and such Underlying Repurchase Asset is and continues to be an Eligible REO Subsidiary Interest, from and after the related Purchase Date, PMC shall be deemed to have sold such Underlying Repurchase Asset to POP under the Underlying Repurchase Agreement, POP shall be deemed to have pledged such Underlying Repurchase Asset to Buyer hereunder and the Transaction governing such REO Subsidiary Interests shall thereafter be between POP and Buyer. (iv) On each Purchase Date with respect to any Mortgage Loan or REO Subsidiary Interest subject to an Underlying Repurchase TransactionAsset, the related Seller POP will be deemed to make the representations and warranties hereto with respect to such Mortgage Loan or REO Subsidiary Interest Underlying Repurchase Asset as set forth in Schedule 1, Part II -D attached hereto. (3v) Each Seller hereby agrees and acknowledges that any such Underlying Repurchase Transaction is subject to and subordinate to Administrative AgentBuyer’s and Buyers’ respective rights hereunder and Administrative AgentBuyer’s (for the benefit of Buyers) security interest in the Purchased Mortgage Loans, the REO Subsidiary Interests and Administrative AgentBuyer’s and Buyers’ respective rights under the related Transaction.