shall the aggregate Purchase Price of outstanding Transactions exceed the Maximum Aggregate Purchase Price at any time. Each such transaction shall be referred to herein as a Transaction and, unless otherwise agreed in writing, shall be governed by this Agreement, including any supplemental terms or conditions contained in any annexes identified herein, as applicable hereunder. For the avoidance of doubt, and for administrative and tracking purposes, (a) the purchase and sale of each Purchased Mortgage Loan shall be deemed a separate Transaction and (b) with respect to each Designated Mortgage Loan, such Designated Mortgage Loan may, at Buyers option, be sold to different Buyers on a pro rata basis, such that one Buyer pays the Base Purchase Price and another Buyer pays the Incremental Purchase Price, in which case, the Administrative Agent shall own the Designated Mortgage Loan, for the benefit of the purchasing Buyers, on a pro rata, pari passu basis.
SECTION 2. Definitions. (a) Section 2 of the Existing Repurchase Agreement is hereby amended by deleting the definitions of Margin Call, Margin Deficit, Price Differential and Purchase Price in their entirety and replacing them with the following:
Margin Call has the meaning specified in Section 6(b) hereof.
Margin Deficit has the meaning specified in Section 6(b) hereof.
Price Differential means with respect to any Transaction as of any date of determination, an amount equal to the sum of (a) the product of (1) (A) the Base Pricing Rate for such Transaction and (B) the Base Purchase Price for such Transaction and (b) the product of (1) (A) the Incremental Pricing Rate for such Transaction and (B) the Incremental Purchase Price for such Transaction, calculated daily on the basis of a 360-day year for the actual number of days during the period commencing on (and including) the Purchase Date for such Transaction and ending on (but excluding) the Repurchase Date.
Purchase Price means the price at which each Purchased Mortgage Loan is transferred by Seller to the Administrative Agent, for the benefit of Buyers, which shall equal:
(i) on the Purchase Date, the Base Purchase Price plus, with respect to Designated Mortgage Loans, the Incremental Purchase Price, if any;
(ii) on any day after the Purchase Date, except where Buyers or Administrative Agent and the Seller agree otherwise, the amount determined under the immediately preceding clause (i) decreased by the amount of any cash transferred by the Seller to Administrative Agent or applied to reduce the Sellers obligations under clause (ii) of Section 4(b) hereof or Section 6 hereof.
(b) Section 2 of the Existing Repurchase Agreement is hereby amended by adding the following definitions of Base Purchase Price, Designated Mortgage Loan, Designated Mortgage Loan Event, Disqualification Event, Incremental Purchase Price, LIBOR, Participant, Participation Agreement, Take-out Commitment and Take-out Price in proper alphabetical order: