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 that are Affiliates on a pro rata basis, such that one Buyer pays the Purchase Price-Base and another Buyer pays the Purchase Price-Incremental, 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. Section 2 of the Existing Repurchase Agreement is hereby amended by:
2.1 deleting the introductory sentence thereof in its entirety and replacing it with the following:
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings; provided that any terms used but not otherwise defined herein shall have the meanings given to them in the Pricing Side Letter:
2.2 deleting the definitions of Designated Mortgage Loan, Purchase Price, Price Differential and Scratch and Dent Mortgage Loan in their entirety and replacing them with the following:
Designated Mortgage Loan means a Mortgage Loan that is identified by Administrative Agent as eligible for both a Purchase Price-Base and a Purchase Price-Incremental.
Price Differential means, with respect to the Purchased Mortgage Loans, as of any date of determination, the sum of the Daily Weighted Average Price Differential-Base and the Daily Weighted Average Price Differential-Incremental for such date.
Purchase Price has the meaning assigned to such term in the Pricing Side Letter.
Scratch and Dent Mortgage Loan means a first lien Mortgage Loan (i) originated by Seller in accordance with the criteria of an Agency, Non-Agency Non-QM Mortgage Loan or Non-Agency QM Mortgage Loan, as applicable, except such Mortgage Loan is not eligible for sale to the original Take-out Investor or has been subsequently repurchased from such original Take-out Investor, in each case, for reasons other than delinquent payment under such Mortgage Loan, (ii) is acceptable to Buyers or Administrative Agent in their sole discretion and (iii) which is not thirty (30) or more days delinquent.
2.3 deleting the definition of Base Purchase Price in its entirety and replacing all references thereto with Purchase Price-Base; and