REO Subsidiary Interests Sample Clauses
The "REO Subsidiary Interests" clause defines the rights and obligations related to ownership interests in subsidiaries that hold real estate owned (REO) properties. Typically, this clause outlines how such interests are managed, transferred, or disposed of, and may specify the procedures for handling income, expenses, or liabilities associated with these subsidiaries. By clearly delineating the treatment of REO subsidiary interests, the clause ensures proper administration and risk allocation for parties involved in real estate transactions involving subsidiary entities.
REO Subsidiary Interests. (A) Seller shall deliver to the Buyer the original of the REO Subsidiary Certificate re-registered in the name of the Buyer.
(B) Neither Seller nor REO Subsidiary shall take any action which results in any REO Subsidiary Certificate being dealt or traded on securities exchanges or securities markets and none of the REO Subsidiary Certificates is nor will they be an investment company security within the meaning of Section 8-103 of the UCC.
(C) Neither Seller nor REO Subsidiary shall issue any new classes under existing REO Subsidiary Certificates that are in connection with the Transactions hereunder without Buyer’s prior written consent which shall not be unreasonably withheld.
REO Subsidiary Interests. With respect to the REO Subsidiary 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 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 nevertheless be deemed to have breached the applicable representation and warranty and Seller acknowledges that the REO Subsidiary Interest shall be deemed to have a Market Value of zero in accordance with 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 representation or warranty shall be deemed to have been cured with respect to the REO Subsidiary Interest if and when Seller has taken or caused 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. All of the representations and warranties set forth on Schedule 1-C are true and correct in all material respects.
REO Subsidiary Interests. The REO Subsidiary Interests constitute all the issued and outstanding REO Subsidiary Interests of all classes of REO Subsidiary and are certificated. Neither Seller shall issue certificates representing the REO Subsidiary Interests or issue additional REO Subsidiary Interests other than the REO Subsidiary Interests.
REO Subsidiary Interests. Notwithstanding any provision to the contrary herein or in any other Program Agreement, the Seller Parties, Administrative Agent and Buyers hereby acknowledge and agree that (i) the issuance or reissuance of the REO Subsidiary Interests in Administrative Agent’s name is for the sole purpose of perfecting Administrative Agent’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, and (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.
REO Subsidiary Interests. Sellers shall deliver an original of each Subsidiary Certificate or other similar indicia of ownership of the REO Subsidiary Interests, however denominated, re-registered in Administrative Agent’s name.
REO Subsidiary Interests. Each Seller Party makes the following representations and warranties to Agent and Buyers with respect to the REO Subsidiary Interest as of the Purchase Date for the purchase of the REO Subsidiary Interest by Agent on behalf of Buyers from Seller Parties and as of the date of this Agreement and any Transaction hereunder and at all times while the Facility Documents and any Transaction hereunder is in full force and effect. With respect to those representations and warranties which are made to the best of Seller Parties’ knowledge, if it is discovered by Seller Parties or Agent that the substance of such representation and warranty is inaccurate, notwithstanding Seller Party’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.