Common use of Margin Correction Deadline Clause in Contracts

Margin Correction Deadline. (a) Subject to Section 4.02(b), all transfers, repurchases and payments to be made by the Sellers in satisfaction of any Margin Deficit Notice delivered pursuant to Section 4.01(a) or 4.01(b) shall be completed no later than the time that is twenty-four (24) hours after such notice is first received by any Seller (or if such time is not during a Business Day, then no later than the same time on the next Business Day). (b) Notwithstanding the foregoing, the deadline for completion of any repurchases or payments to be made in satisfaction of any Margin Deficit Notice delivered pursuant to Section 4.01(a) in respect of any Mortgage Asset (other than RMBS) shall be extended to 12:00 p.m., New York City time, on the fifteenth (15th) Business Day following the date on which the applicable Margin Deficit Notice was first received by any Seller; provided, that no later than the time that is twenty-four (24) hours after such notice is first received by any Seller (or if such time is not during a Business Day, then no later than the same time on the next Business Day), the Agent shall have received payment of an amount equal to the Margin Deficit, which amount shall be held by the Agent as cash collateral and not applied to the reduction of the aggregate Repurchase Price so long as all of the following conditions are satisfied: (i) no Default of Event of Default has occurred and is continuing, (ii) no Eligible Asset in respect of which such repurchase or payment is to be made is in any monetary or non-monetary default or is otherwise a Delinquent Mortgage Asset, (iii) the Sellers are making diligent and good faith efforts to effect the necessary repurchase or payment, (iv) no cash flow shall be distributed in any manner by any Seller except to the Agent or into the Collection Account (and the Parent, including its Affiliates, shall not be entitled to, and shall not receive, from any Seller any fees, compensation or other payments of any kind until all repurchases and payments necessary to be made in satisfaction of the Margin Deficit Notice shall have been completed), and (v) the Sellers provide to the Agent, on a periodic basis, a summary of all efforts to be made by the Sellers to effect the necessary repurchase or payment. Notwithstanding anything herein to the contrary, in the event any Seller fails to correct a Margin Deficit within twenty-four (24) hours following receipt by a Seller of a Margin Deficit Notice, the provisions of this Section 4.02(b) shall not prohibit, prevent or restrict, in any manner, the Agent from selling the Purchased Asset which is subject to the Margin Deficit and retaining the proceeds of such sale, to the extent the related sale price is at least equal to the Repurchase Price of such Purchased Asset; provided, however, that in the event any Guarantor, in its capacity as borrower, has duly requested that a borrowing be made under the Liquidity Facility for the purpose of funding any Margin Deficit hereunder, Seller shall have not less than forty-eight (48) hours to correct such Margin Deficit. If the Agent sells such Purchased Asset for an amount at least equal to the Repurchase Price pursuant to the immediately preceding sentence, the Margin Deficit with respect to such Purchased Asset will not, in and of itself, be deemed to be an Event of Default. The Agent shall report the status of the sale of any Purchased Assets which are subject to a Margin Deficit to Sellers every other Business Day during the fifteen-day period following the delivery of a Margin Deficit Notice by the Agent to Sellers with respect to such Purchased Assets.

Margin Correction Deadline. (a) Subject to Section 4.02(b), all transfers, repurchases and payments to be made by the Sellers in satisfaction of any Margin Deficit Notice delivered pursuant to Section 4.01(a) or 4.01(b) shall be completed no later than the time that is twenty-four (24) hours after such notice is first received by any Seller (or if such time is not during a Business Day, then no later than the same time on the next Business Day). (b) Notwithstanding the foregoing, the deadline for completion of any repurchases or payments to be made in satisfaction of any Margin Deficit Notice delivered pursuant to Section 4.01(a) in respect of any Mortgage Asset (other than RMBS) shall be extended to 12:00 p.m., New York City time, on the fifteenth (15th) Business Day following the date on which the applicable Margin Deficit Notice was first received by any Seller; provided, that no later than the time that is twenty-four (24) hours after such notice is first received by any Seller (or if such time is not during a Business Day, then no later than the same time on the next Business Day), the Agent shall have received payment of an amount equal to the Margin Deficit, which amount shall be held by the Agent as cash collateral and not applied to the reduction of the aggregate Repurchase Price so long as all of the following conditions are satisfied: (i) no Default of Event of Default has occurred and is continuing, (ii) no Eligible Asset in respect of which such repurchase or payment is to be made is in any monetary or non-monetary default or is otherwise a Delinquent Mortgage Asset, (iii) the Sellers are making diligent and good faith efforts to effect the necessary repurchase or payment, (iv) no cash flow shall be distributed in any manner by any Seller except to the Agent or into the Collection Account (and the Parent, including its Affiliates, shall not be entitled to, and shall not receive, from any Seller any fees, compensation or other payments of any kind until all repurchases and payments necessary to be made in satisfaction of the Margin Deficit Notice shall have been completed), and (v) the Sellers provide to the Agent, on a periodic basis, a summary of all efforts to be made by the Sellers to effect the necessary repurchase or payment. Notwithstanding anything herein to the contrary, in the event any Seller fails to correct a Margin Deficit within twenty-four (24) hours following receipt by a Seller of a Margin Deficit Notice, the provisions of this Section 4.02(b) shall not prohibit, prevent or restrict, in any manner, the Agent from selling the Purchased Asset which is subject to the Margin Deficit and retaining the proceeds of such sale, to the extent the related sale price is at least equal to the Repurchase Price of such Purchased Asset; provided, however, that in the event any Guarantor, in its capacity as borrower, has duly requested that a borrowing be made under the Liquidity Facility for the purpose of funding any Margin Deficit hereunder, Seller shall have not less than forty-eight (48) hours to correct such Margin Deficit. If the Agent sells such Purchased Asset for an amount at least equal to the Repurchase Price pursuant to the immediately preceding sentence, the Margin Deficit with respect to such Purchased Asset will not, in and of itself, be deemed to be an Event of Default. The Agent shall report the status of the sale of any Purchased Assets which are subject to a Margin Deficit to Sellers every other Business Day during the fifteen-day period following the delivery of a Margin Deficit Notice by the Agent to Sellers with respect to such Purchased Assets.