Margin Deficits Clause Samples

Margin Deficits. (a) If at any time the Margin Base is less than the aggregate Repurchase Price for all outstanding Transactions (a “Margin Deficit”), then the Buyer may by notice to the Sellers (as such notice is more particularly set forth below, a “Margin Deficit Notice”) require the Sellers, jointly and severally, to (i) transfer to the Buyer or its designee (including the Custodian), Additional Purchased Assets acceptable to the Buyer in its sole discretion and/or (ii) if the Buyer approves, assign the Sellers’ rights (but not their obligations) under any Interest Rate Protection Agreements, so that the aggregate Asset Value of the Purchased Assets, including any such Additional Purchased Assets, will thereupon equal or exceed the aggregate Repurchase Price for all outstanding Transactions. If the Buyer delivers a Margin Deficit Notice to the Sellers on or prior to 10:00 a.m., New York City time, on any Business Day, then the Sellers shall transfer Additional Purchased Assets to the Buyer no later than 5:00 p.m., New York City time, on such Business Day. In the event the Buyer delivers a Margin Deficit Notice to the Sellers after 10:00 a.m., New York City time, on any Business Day, then such Margin Deficit Notice shall be deemed to have been delivered on the following Business Day and the Sellers shall be required, jointly and severally, to transfer Additional Purchased Assets to the Buyer no later than 5:00 p.m., New York City time, on such subsequent Business Day. All cash transferred to the Buyer pursuant to this Section 3.01(a) shall be deposited in the account set forth in Section 7.01 hereof and shall be deemed to reduce the aggregate Repurchase Price with respect to all outstanding Transactions. If any Margin Deficit Notice is not honored by the Sellers by the applicable time required above, the Guarantor has agreed in the Guaranty that, pursuant to the terms thereof, it shall, not later than 5:00 p.m. New York city time, on the following Business Day, honor such Margin Deficit Notice. (b) The Buyer’s election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit exists.