Sellers, Guarantor, any SAF SPV and any Depositor. For the avoidance of doubt, upon the occurrence and during the continuance of an Event of Default, the interest rate that is used to calculate amounts due under the Repurchase Agreements (including Price Differential) shall automatically be the Default Rate without any further action required by Administrative Agent or any Buyer party to any Repurchase Agreement.
Upon the occurrence of a DIP Maturity Date Event of Default, the exercise of remedies under any of the Governing Agreements and related Program Agreements may be commenced at the direction of any of the initial Buyers party to such Governing Agreement (or, in the case of an MSFTA, the MSFTA Counterparty party to such MSFTA); provided, however, that to the extent that, and for so long as, each of the following conditions are satisfied (but solely during the 45-day period immediately following the occurrence of the DIP Maturity Date Event of Default) the exercise of such remedies shall only be commenced at the direction of the Required Buyers:
(a) the Debtors have filed with the Bankruptcy Court an Acceptable Plan or an Acceptable Sale Agreement, as applicable; and
(b) (i) a confirmation or sale hearing, as applicable, has been scheduled for the confirmation or approval of such Acceptable Plan or Acceptable Sale Agreement and the Debtors are working to obtain Bankruptcy Court confirmation or approval thereof, or (ii) the Debtors have obtained entry of either an order of the Bankruptcy Court confirming such Acceptable Plan or the Sale Order approving such Acceptable Sale Agreement and are pursuing the effective date or consummation thereof, as applicable; and
(c) an updated DIP budget is delivered within ten (10) days prior to the occurrence of the DIP Maturity Date Event of Default demonstrating sufficient liquidity for the Debtors and their non-Debtor subsidiaries to the reach the expected effective date of such Acceptable Plan or consummation of the transactions under such Acceptable Sale Agreement, as applicable.
The Administrative Agent (acting at the direction of the Required Buyers in their sole discretion) shall have the right, following the occurrence of an Event of Default, to transfer the existing HUD mortgagee ID numbers for no less than all of the Mortgage Loans that are subject to the RMS Repurchase Agreement to the HUD mortgagee ID number specified by the Administrative Agent; provided that such transfer shall be subject to HUD approval. The Administrative Agent, Buyers and Sellers agree to negotiate in good faith to modify and supplement the Administration Agreement within thirty (30) days of the Effective Date to reflect certain sub-agency and similar provisions that would apply in the event any such transfer is made to Nomura’s HUD mortgagee ID number pursuant to this paragraph, which modifications shall be in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent will have the option in its sole discretion for such transfer to be made to either Nomura’s or Barclays’ HUD mortgagee ID number.
2014058.10-NYCSR07A - MSW