Market Value Determination. The Buyer shall determine the Market Value for the Purchased Securities from time to time and at such time as it may elect in its sole discretion. Notwithstanding any provision of the Agreement to the contrary, the Buyer shall assign a zero Market Value to any Mortgage Loan (i) that has been delinquent for at least thirty (30) days, or (ii) with respect to which there is a breach of a representation, warranty or covenant made by Seller in the Agreement that materially adversely affects the Buyer's interest in such Mortgage Loan as determined by the Buyer in its sole discretion and which breach has not been cured by Seller prior to the date on which Market Value is being determined; provided, however, that for any Purchased Securities with respect to which (x) the Takeout Commitment relevant to such Purchased Securities remain in full force and effect, (y) such Purchased Securities satisfy all applicable requirements of such Takeout Commitment, and (z) the Takeout Investor obligated under such Takeout Commitment remains satisfactory to the Buyer in its reasonable discretion, the Market Value of such Purchased Securities shall be the cash price ultimately payable therefor under the terms of such Takeout Commitment.
Appears in 1 contract
Market Value Determination. The Buyer MLMCI shall determine the Market Value for the Purchased Securities in its reasonable business judgment from time to time and at such time as it may elect in its sole discretion. Notwithstanding any provision of the Agreement to the contrary; provided, the Buyer however, that MLMCI shall assign a zero Market Value of zero to (i) any Mortgage Loan that is not an Eligible Mortgage Loan, (iii) any Mortgage Loan that has been delinquent for at least thirty (30) days, days (iii) any loan that is not eligible for securitization as determined in MLMCI's sole discretion or (iiiv) any Mortgage Loan with respect to which there is a breach of a representation, warranty or covenant made by Seller in this Agreement or the Custody Agreement that materially adversely affects the BuyerMLMCI's interest in such Mortgage Loan as determined by the Buyer in its sole discretion and which breach has not been cured by Seller prior to the date on which Market Value is being determined; . Without limiting the foregoing, the parties agree that (i) the value of the hedge transactions referred to in Paragraph 9(d)(xix) of these Supplemental Terms shall be a factor incorporated into MLMCI's determination of Market Value and (ii) MLMCI shall, upon Seller's request, provide to Seller explanations regarding MLMCI's determination of Market Value (provided, however, that for any Purchased Securities with respect to which (x) the Takeout Commitment relevant to such Purchased Securities remain in full force and effect, (y) such Purchased Securities satisfy all applicable requirements determination of such Takeout Commitment, and (z) the Takeout Investor obligated under such Takeout Commitment remains satisfactory to the Buyer in its reasonable discretion, the Market Value of such Purchased Securities shall be the cash price ultimately payable therefor under the terms of such Takeout Commitmentmade by MLMCI as aforesaid).
Appears in 1 contract