Common use of Margin Excess Clause in Contracts

Margin Excess. With respect to any Purchased Asset, Seller may submit to Buyer a written request, to be delivered no more frequently than once each calendar month (a “Margin Excess Request”), requesting that Buyer make an additional advance (a “Margin Excess Advance”) with respect to the applicable Purchased Asset in the amount requested by Seller in such Margin Excess Request that is not less than $250,000 (or, up to two times for each Purchased Asset, $100,000) (but not to exceed the Margin Excess for such Purchased Asset). Buyer shall by no later than 2:00 p.m. (New York City time) on the second (2nd) Business Day following the Business Day of Buyer’s receipt of such Margin Excess Request, (x) transfer to Seller the amount of cash requested by Seller, and (y) deliver to Seller a revised Confirmation reflecting the corresponding increase in the Purchase Price of such Purchased Asset. Buyer’s disbursement of any Margin Excess Advance (if any) shall be subject to satisfaction of the following conditions precedent, as determined by Buyer in its sole discretion (or, in Buyer’s sole discretion, waived): (A) no Default or Event of Default shall have occurred and be continuing both as of the date of such request and as of the date of the Margin Excess Advance; (B) the Margin Excess Advance shall not cause (A) the aggregate Purchase Price for all Purchased Assets, plus (B) the requested Purchase Price for any pending Transaction, plus (C) the aggregate amount of any potential Future Funding Advance Draws with respect to all Purchased Assets, plus (D) the amount of any Margin Excess (after giving effect to such Margin Excess Advance), in the aggregate, to exceed the Facility Amount; (C) the Effective Purchase Price Percentage after giving effect to such Margin Excess Advance shall not exceed the Purchase Price Percentage set forth in the related Confirmation for such Purchased Asset; (D) there is no Margin Deficit immediately prior to and immediately after the Margin Excess Advance; (E) no event shall have occurred which is reasonably expected to have a Material Adverse Effect; and (F) the representations and warranties made by Seller in Article 9 shall be true and correct in all material respects on and as of the date of such Margin Excess Advance with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

Margin Excess. With respect to any Purchased Asset, Seller may submit to Buyer a written request, to be delivered no more frequently than once twice each calendar month (in total together with any prepayments pursuant to Article 3(e)(ii)) (a “Margin Excess Request”), requesting that Buyer make an additional advance (a “Margin Excess Advance”) with respect to the applicable Purchased Asset in the amount requested by Seller in such Margin Excess Request that is not less than $250,000 (or, up to two times for each Purchased Asset, $100,000) (but not to exceed the Margin Excess for such Purchased Asset). Buyer shall by no later than 2:00 5:00 p.m. (New York City time) on the second (2nd) Business Day following the Business Day of Buyer’s receipt of such Margin Excess Request, (x) transfer to Seller the amount of cash requested by Seller, and (y) deliver to Seller a revised Confirmation reflecting the corresponding increase in the Purchase Price of such Purchased Asset. Buyer’s disbursement of any Margin Excess Advance (if any) shall be subject to satisfaction of the following conditions precedent, as determined by Buyer ▇▇▇▇▇ in its sole discretion exercised in good faith (or, in Buyer’s sole discretion, waived): (A) no monetary or material non-monetary Default or and no Event of Default shall have occurred and be continuing both as of the date of such request and as of the date of the Margin Excess Advance; (B) the Margin Excess Advance shall not cause (A1) the aggregate Purchase Price for all Purchased Assets, plus (B2) the requested Purchase Price for any pending Transaction, plus (C3) the aggregate amount of any potential Future Funding Advance Draws with respect to all Purchased Assets, plus (D4) the amount of any Margin Excess (after giving effect to such Margin Excess Advance), in the aggregate, to exceed the Facility Amount; provided, however, that notwithstanding the foregoing, to the extent that Seller delivers to Buyer a written waiver indicating that it will not seek to make one or more Future Funding Advance Draws or Margin Excess draws hereunder with respect to any Purchased Assets, then the Future Funding Advance Draws and Margin Excess identified in any such waiver or waivers shall not be included for purposes of clauses (3) and (4) of this paragraph; (C) the Effective Purchase Price Percentage after giving effect to such Margin Excess Advance shall not exceed the Purchase Price Percentage set forth in the related Confirmation for such Purchased Asset; (D) there is no Margin Deficit immediately prior to and for which a Margin Call Notice has been delivered immediately after the Margin Excess Advance; (E) no event shall have occurred which is has, or could reasonably be expected to have have, a Material Adverse Effect; and (F) the representations and warranties made by Seller in Article 9 (other than those contained in Article 9(s) relating to Purchased Assets subject to other Transactions) shall be true and correct in all material respects on and as of the date of such Margin Excess Advance with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

Margin Excess. With respect to any Purchased Asset, Seller may submit to Buyer a written request, to be delivered no more frequently than once twice each calendar month (a in total together with any prepayments pursuant to Article 3(e)(ii))(a “Margin Excess Request”), requesting that Buyer make an additional advance (a “Margin Excess Advance”) with respect to the applicable Purchased Asset in the amount requested by Seller in such Margin Excess Request that is not less than $250,000 (or, up to two times for each Purchased Asset, $100,000) 1,000,000 (but not to exceed the Margin Excess for such Purchased Asset). Buyer shall by no later than 2:00 5:00 p.m. (New York City time) on the second (2nd) Business Day following the Business Day of Buyer’s receipt of such Margin Excess Request, (x) transfer to Seller the amount of cash requested by Seller, and (y) deliver to Seller a revised Confirmation reflecting the corresponding increase in the Purchase Price of such Purchased Asset. Buyer’s disbursement of any Margin Excess Advance (if any) shall be subject to satisfaction of the following conditions precedent, as determined by Buyer in its sole commercially reasonable discretion (or, in Buyer’s sole discretion, waived): (A) no Default or Event of Default shall have occurred and be continuing both as of the date of such request and as of the date of the Margin Excess Advance; (B) the Margin Excess Advance shall not cause (A) the aggregate Purchase Price for all Purchased Assets, plus (B) the requested Purchase Price for any pending Transaction, plus (C) the aggregate amount of any potential Future Funding Advance Draws with respect to all Purchased Assets, plus (D) the amount of any Margin Excess (after giving effect to such Margin Excess Advance), in the aggregate, to exceed the Facility Amount; (C) the Effective Purchase Price Percentage after giving effect to such Margin Excess Advance shall not exceed the Purchase Price Percentage set forth in the related Confirmation for such Purchased Asset; (D) there is no Margin Deficit in excess of the Margin Threshold immediately prior to the Margin Excess Advance and no Margin Deficit immediately after the Margin Excess Advance; (E) no event shall have occurred which is reasonably expected to have a Material Adverse Effect[Intentionally Omitted]; and (F) the representations and warranties made by Seller in Article 9 (other than (a) any ▇▇▇▇ to Market Representation or (b) the representation and warranty in Article 9(s) with respect to any Purchased Asset as to which Seller has provided notice to Buyer of a breach of any such representation and warranty and Buyer has (i) not demanded a repurchase of such Purchased Asset pursuant to the last paragraph of Article 3(d) or (ii) demanded a repurchase of such Purchased Asset which repurchase is in process pursuant to the last paragraph of Article 3(d)) shall be true and correct in all material respects on and as of the date of such Margin Excess Advance with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

Margin Excess. With respect to any Purchased Asset, Seller may submit to Buyer a written request, to be delivered no more frequently than once twice each calendar month (in total together with any prepayments pursuant to Article 3(e)(ii)) (a “Margin Excess Request”), requesting that Buyer make an additional advance (a “Margin Excess Advance”) with respect to the applicable Purchased Asset in the amount requested by Seller in such Margin Excess Request that is not less than $250,000 (or, up to two times for each Purchased Asset, $100,000) (but not to exceed the Margin Excess for such Purchased Asset). Buyer shall by no later than 2:00 5:00 p.m. (New York City time) on the second (2nd) Business Day following the Business Day of Buyer’s receipt of such Margin Excess Request, (x) transfer to Seller the amount of cash requested by Seller, and (y) deliver to Seller a revised Confirmation reflecting the corresponding increase in the Purchase Price of such Purchased Asset. Buyer’s disbursement of any Margin Excess Advance (if any) shall be subject to satisfaction of the following conditions precedent, as determined by Buyer ▇▇▇▇▇ in its sole discretion exercised in good faith (or, in Buyer’s sole discretion, waived): (A) no monetary or material non-monetary Default or and no Event of Default shall have occurred and be continuing both as of the date of such request and as of the date of the Margin Excess Advance; (B) the Margin Excess Advance shall not cause (A1) the aggregate Purchase Price for all Purchased Assets, plus (B2) the requested Purchase Price for any pending Transaction, plus (C3) the aggregate amount of any potential Future Funding Advance Draws with respect to all Purchased Assets, plus (D4) the amount of any Margin Excess (after giving effect to such Margin Excess Advance), in the aggregate, to exceed the Facility Amount; (C) ; provided, however, that notwithstanding the Effective Purchase Price Percentage after giving effect foregoing, to such the extent that Seller delivers to Buyer a written waiver indicating that it will not seek to make one or more Future Funding Advance Draws or Margin Excess draws hereunder with respect to any Purchased Assets, then the Future Funding Advance Draws and Margin Excess identified in any such waiver or waivers shall not exceed the Purchase Price Percentage set forth in the related Confirmation be included for such Purchased Asset; purposes of clauses (D3) there is no Margin Deficit immediately prior to and immediately after the Margin Excess Advance; (E) no event shall have occurred which is reasonably expected to have a Material Adverse Effect; and (F) the representations and warranties made by Seller in Article 9 shall be true and correct in all material respects on and as of the date of such Margin Excess Advance with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

Margin Excess. With respect to any Purchased AssetAsset or Contributed Swingline Loan, a Seller Counterparty may submit to Buyer Purchaser a written request, to be delivered no more frequently than once each calendar month (a “Margin Excess Request”), requesting that Buyer Purchaser make an additional advance (a “Margin Excess Advance”) with respect to the applicable Purchased Asset or Contributed Swingline Loan, as applicable, in the amount requested by a Seller Counterparty in such Margin Excess Request that is not less than $250,000 (or, up to two times for each Purchased Asset, $100,000) (but not to exceed the Margin Excess for such Purchased Asset). Buyer Purchaser shall by no later than 2:00 5:00 p.m. (New York City time) on the second (2nd) Business Day following the Business Day of BuyerPurchaser’s receipt of such Margin Excess Request, (x) transfer to the applicable Seller Counterparty the amount of cash requested by Sellersuch Seller Counterparty, and (y) deliver to the applicable Seller Counterparty a revised Confirmation reflecting the corresponding increase in the Purchase Price or Swingline Advance Amount of such Purchased AssetAsset or Contributed Swingline Loan, respectively. BuyerPurchaser’s disbursement of any Margin Excess Advance (if any) shall be subject to satisfaction of the following conditions precedent, as determined by Buyer Purchaser in its sole discretion (or, in BuyerPurchaser’s sole discretion, waived): (A) no Default or Event of Default shall have occurred and be continuing both as of the date of such request and as of the date of the Margin Excess Advance; (B) the Margin Excess Advance shall not cause (A) the aggregate Purchase Price for all Purchased AssetsAssets or Contributed Swingline Loans, plus (B) the requested Purchase Price or Swingline Advance Amount for any pending Transaction, plus (C) the aggregate amount of any potential each proposed Future Funding Advance Draws Draw with respect to all Purchased AssetsAssets and Contributed Swingline Loans, plus (D) the amount of any Margin Excess (after giving effect to such Margin Excess Advance), in the aggregate, to exceed the Facility Amount; (C) the Effective Purchase Price Percentage or Swingline Loan Advance Rate after giving effect to such Margin Excess Advance shall not exceed the Purchase Price Percentage or Swingline Loan Advance Rate set forth in the related Confirmation for such Purchased AssetAsset or Contributed Swingline Loan; (D) there is no Margin Deficit immediately prior to and immediately after the Margin Excess Advance; (E) no event shall have occurred which is has, or could reasonably be expected to have have, a Material Adverse Effect; and; (F) the representations and warranties made by Seller Counterparties in Article 9 shall be true and correct in all material respects on and as of the date of such Margin Excess Advance in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (G) after giving effect to the funding of the Margin Excess Advance, the aggregate outstanding Purchase Prices of all Purchased Assets and the Swingline Advance Amount which are Participation Interests shall not exceed 20% of the Facility Amount.

Margin Excess. With respect to any Purchased Asset, Seller may submit to Buyer Purchaser a written request, to be delivered no more frequently than once each calendar month (a “Margin Excess Request”), requesting that Buyer Purchaser make an additional advance (a “Margin Excess Advance”) with respect to the applicable Purchased Asset in the amount requested by Seller in such Margin Excess Request that is not less than $250,000 (or, up to two times for each Purchased Asset, $100,000) (but not to exceed the Margin Excess for such Purchased Asset). Buyer Purchaser shall by no later than 2:00 5:00 p.m. (New York City time) on the second (2nd) Business Day following the Business Day of BuyerPurchaser’s receipt of such Margin Excess Request, (x) transfer to Seller the amount of cash requested by Seller, and (y) deliver to Seller a revised Confirmation reflecting the corresponding increase in the Purchase Price of such Purchased Asset. BuyerPurchaser’s disbursement of any Margin Excess Advance (if any) shall be subject to satisfaction of the following conditions precedent, as determined by Buyer Purchaser in its sole discretion (or, in BuyerPurchaser’s sole discretion, waived): (A) no Default or Event of Default shall have occurred and be continuing both as of the date of such request and as of the date of the Margin Excess Advance; (B) the Margin Excess Advance shall not cause (A) the aggregate Purchase Price for all Purchased Assets, plus (B) the requested Purchase Price for any pending Transaction, plus (C) the aggregate amount of any potential each proposed Future Funding Advance Draws Draw with respect to all Purchased Assets, plus (D) the amount of any Margin Excess (after giving effect to such Margin Excess Advance), in the aggregate, to exceed the Facility Amount; (C) the Effective Purchase Price Percentage after giving effect to such Margin Excess Advance shall not exceed the Purchase Price Percentage set forth in the related Confirmation for such Purchased Asset; (D) there is no Margin Deficit immediately prior to and immediately after the Margin Excess Advance; (E) no event shall have occurred which is has, or could reasonably be expected to have have, a Material Adverse Effect; and (F) the representations and warranties made by Seller in Article 9 shall be true and correct in all material respects on and as of the date of such Margin Excess Advance in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

Margin Excess. With (a) If Buyer issues a Margin Call under Section 4.01 with respect to any Purchased Asset, Seller may submit to Buyer a written request, to be delivered no more frequently than once each calendar month (a “Margin Excess Request”), requesting that Buyer make an additional advance (a “Margin Excess Advance”Asset(s) with respect to and if the applicable Market Value for any other Purchased Asset in exceeds the amount requested by Seller in such product of Seller’s Margin Excess Request that is not less than $250,000 (or, up to two Percentage times for each Purchased Asset, $100,000) (but not to exceed the Margin Excess outstanding Repurchase Price for such Purchased AssetAsset (with such amount to be determined by Buyer using its latest internal underwriting and valuation information). Buyer shall by no later than 2:00 p.m. (New York City time) on the second (2nd) Business Day following the Business Day of Buyer’s receipt of such Margin Excess Request, (x) transfer to Seller the amount of cash requested by Seller, and (y) deliver to Seller a revised Confirmation reflecting the corresponding increase in the Purchase Price of such Purchased Asset. Buyer’s disbursement of any Margin Excess Advance (if any) shall be subject to satisfaction of the following conditions precedent, as determined by Buyer in its sole and absolute discretion (ora “Margin Excess”), then Buyer, in response to Seller’s written request following Buyer’s sole discretiondelivery of a Margin Call to Seller, waived): (A) no Default or Event of Default shall have occurred and be continuing both as of apply such Margin Excess to the date of such request and as of the date related Margin Deficit, but only if each of the Margin Excess Advance;Requirements have been met in accordance with the terms set forth in Section 4.01(c). (Bb) To the extent that Buyer determines in its sole discretion that the Market Value of a Purchased Asset for which one or more Margin Calls have previously been paid to Buyer has, subsequent to receipt of any such payment, increased such that a Margin Excess exists with respect to such Purchased Asset, Buyer, in response to Seller’s written request, shall transfer cash to Seller in an amount up to the related Margin Excess with respect to such Purchased Asset, but only if each of the Margin Excess Advance Requirements have been met. Notwithstanding the foregoing, in no event shall not cause (A) Buyer be required to transfer cash to Seller in response to any such request in an amount which is greater than the aggregate Purchase Price for all Purchased Assets, plus (B) the requested Purchase Price for any pending Transaction, plus (C) the aggregate total amount of all previously paid Margin Deficits. Buyer and Seller shall amend and restate the related Confirmation relating to any potential Future Funding Advance Draws Purchased Asset with respect to all Purchased Assets, plus (D) which the amount of any Margin Excess (after giving effect to such Margin Excess Advance), in the aggregate, to exceed the Facility Amount; (C) the Effective related Purchase Price Percentage after giving effect to such Margin Excess Advance shall not exceed the Purchase Price Percentage set forth in the related Confirmation for such Purchased Asset; (D) there is no Margin Deficit immediately prior to and immediately after the Margin Excess Advance; (E) no event shall have occurred which is reasonably expected to have a Material Adverse Effect; and (F) the representations and warranties made by Seller in Article 9 shall be true and correct in all material respects on and as of the date of such Margin Excess Advance with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have has been made as of a specific date, as of such specific date)so increased.

Margin Excess. With respect to any Purchased Asset, Seller may submit to Buyer a written request, to be delivered no more frequently than once twice each calendar month (in total together with any prepayments pursuant to Article 3(e)(ii)) (a “Margin Excess Request”), requesting that Buyer make an additional advance (a “Margin Excess Advance”) with respect to the applicable Purchased Asset in the amount requested by Seller in such Margin Excess Request that is not less than $250,000 (or, up to two times for each Purchased Asset, $100,000) (but not to exceed the Margin Excess for such Purchased Asset). Buyer shall by no later than 2:00 5:00 p.m. (New York City time) on the second (2nd) Business Day following the Business Day of Buyer’s receipt of such Margin Excess Request, (x) transfer to Seller the amount of cash requested by Seller, and (y) deliver to Seller a revised Confirmation reflecting the corresponding increase in the Purchase Price of such Purchased Asset. Buyer’s disbursement of any Margin Excess Advance (if any) shall be subject to satisfaction of the following conditions precedent, as determined by Buyer in its sole discretion exercised in good faith (or, in Buyer’s sole discretion, waived): (A) no monetary or material non-monetary Default or and no Event of Default shall have occurred and be continuing both as of the date of such request and as of the date of the Margin Excess Advance; (B) the Margin Excess Advance shall not cause (A1) the aggregate Purchase Price for all Purchased Assets, plus (B2) the requested Purchase Price for any pending Transaction, plus (C3) the aggregate amount of any potential Future Funding Advance Draws with respect to all Purchased Assets, plus (D4) the amount of any Margin Excess (after giving effect to such Margin Excess Advance), in the aggregate, to exceed the Facility Amount; provided, however, that notwithstanding the foregoing, to the extent that Seller delivers to Buyer a written waiver indicating that it will not seek to make one or more Future Funding Advance Draws or Margin Excess draws hereunder with respect to any Purchased Assets, then the Future Funding Advance Draws and Margin Excess identified in any such waiver or waivers shall not be included for purposes of clauses (3) and (4) of this paragraph; (C) the Effective Purchase Price Percentage after giving effect to such Margin Excess Advance shall not exceed the Purchase Price Percentage set forth in the related Confirmation for such Purchased Asset; (D) there is no Margin Deficit immediately prior to and for which a Margin Call Notice has been delivered immediately after the Margin Excess Advance; (E) no event shall have occurred which is has, or could reasonably be expected to have have, a Material Adverse Effect; and (F) the representations and warranties made by Seller in Article 9 (other than those contained in Article 9(s) relating to Purchased Assets subject to other Transactions) shall be true and correct in all material respects on and as of the date of such Margin Excess Advance with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

Margin Excess. With respect to any Purchased Asset, Seller may submit to Buyer a written request, to be delivered no more frequently than once twice each calendar month (in total together with any prepayments pursuant to Article 3(e)(ii)) (a “Margin Excess Request”), requesting that Buyer make an additional advance (a “Margin Excess Advance”) with respect to the applicable Purchased Asset in the amount requested by Seller in such Margin Excess Request that is not less than $250,000 (or, up to two times for each Purchased Asset, $100,000) (but not to exceed the Margin Excess for such Purchased Asset). Buyer shall by no later than 2:00 5:00 p.m. (New York City time) on the second (2nd) Business Day following the Business Day of Buyer’s receipt of such Margin Excess Request, (x) transfer to Seller the amount of cash requested by Seller, and (y) deliver to Seller a revised Confirmation reflecting the corresponding increase in the Purchase Price of such Purchased Asset. Buyer’s disbursement of any Margin Excess Advance (if any) shall be subject to satisfaction of the following conditions precedent, as determined by Buyer ▇▇▇▇▇ in its sole discretion (or, in Buyer▇▇▇▇▇’s sole discretion, waived): (A) no monetary or material non-monetary Default or Event of Default shall have occurred and be continuing both as of the date of such request and as of the date of the Margin Excess Advance; (B) the Margin Excess Advance shall not cause (A) the aggregate Purchase Price for all Purchased Assets, plus (B) the requested Purchase Price for any pending Transaction, plus (C) the aggregate amount of any potential Future Funding Advance Draws with respect to all Purchased Assets, plus (D) the amount of any Margin Excess (after giving effect to such Margin Excess Advance), in the aggregate, to exceed the Facility Amount; (C) the Effective Purchase Price Percentage after giving effect to such Margin Excess Advance shall not exceed the Purchase Price Percentage set forth in the related Confirmation for such Purchased Asset; (D) there is no Margin Deficit immediately prior to and shall exist for which a Margin Call Notice has been delivered immediately after the Margin Excess Advance; (E) no event shall have occurred which is has, or could reasonably be expected to have have, a Material Adverse Effect; and (F) the representations and warranties made by Seller in Article 9 shall be true and correct in all material respects on and as of the date of such Margin Excess Advance with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date) (other than the representation and warranty made in Article 9(s) with respect to any Purchased Asset which is the subject of a Mandatory Early Repurchase Event of the type described in clause (a) of the definition of Mandatory Early Repurchase Event and which is in the process of being repurchased in accordance with Article 3(d)(ii) and Article 3(d)(iii) of this Agreement).

Margin Excess. (i) With respect to any Purchased AssetAsset pursuant to which there is any Margin Excess, Seller may submit to Buyer Purchaser a written request, to be delivered no more frequently than once each calendar month request (a “Margin Excess Request”), requesting that Buyer Purchaser increase the Purchase Price and make an additional advance (a “Margin Excess Advance”) with respect to the applicable Purchased Asset in the amount requested by Seller in Asset; provided that (A) each such Margin Excess Request that is shall be for an amount of not less than $250,000 and (or, up to two times for each Purchased Asset, $100,000B) Seller shall not make more than one (but not to exceed the Margin Excess for such Purchased Asset). Buyer shall by no later than 2:00 p.m. (New York City time1) on the second (2nd) Business Day following the Business Day of Buyer’s receipt of such Margin Excess RequestRequest with respect to the same Purchased Asset during any thirty (30) day period. (ii) Purchaser’s funding of such increase shall be subject to the satisfaction of the following conditions: (A) at least four (4) Business Days prior to the requested Purchase Price increase date, (x) transfer to Seller the amount of cash shall have requested by Seller, and (y) deliver to Seller a revised Confirmation reflecting the corresponding such increase in writing; (B) the Purchase Price of such Purchased Asset after giving effect to such increase shall not exceed the Maximum Purchase Price for such Purchased Asset. Buyer’s disbursement of any Margin Excess Advance (if any) shall be subject to satisfaction of the following conditions precedent, as determined by Buyer in its sole discretion (or, in Buyer’s sole discretion, waived):. (AC) the sum, without duplication, of (x) the aggregate unpaid Repurchase Price for all outstanding Transactions (excluding accrued and unpaid Purchase Price Differential for the then current Pricing Rate Period) and (y) the requested Purchase Price increase shall not exceed an amount equal the Maximum Facility Purchase Price; (D) no event shall have occurred and be continuing which has, or would reasonably be expected to have, a Material Adverse Effect; (E) no Default or Event of Default shall have occurred and be continuing both as of the date of such request and as of the date of the Margin Excess Advancerelated Purchase Price increase date; (BF) the no Margin Excess Advance Deficit shall not cause (A) the aggregate Purchase Price for all Purchased Assetsexist, plus (B) either immediately prior to or after giving effect to the requested Purchase Price for any pending Transaction, plus increase; and 4895-1210-4939v.10 (CG) the aggregate amount of any potential Future Funding Advance Draws with respect to all Purchased Assets, plus (D) the amount of any Margin Excess (after giving effect to such Margin Excess Advance), in the aggregate, to exceed the Facility Amount; (C) the Effective Purchase Price Percentage after giving effect to such Margin Excess Advance shall not exceed the Purchase Price Percentage set forth in the related Confirmation for such Purchased Asset; (D) there is no Margin Deficit immediately prior to and immediately after the Margin Excess Advance; (E) no event shall have occurred which is reasonably expected to have a Material Adverse Effect; and (F) the representations and warranties made by any Seller Party in Article 9 the Transaction Documents shall be true and correct in all material respects on and as of the date of such Margin Excess Advance with the same force and effect as if made on and as of such related Purchase Price increase date (or, if other than representations and warranties for which Purchaser has approved a Requested Exceptions Report); provided that (x) to the extent that any such representation or warranty is expressly stated relates to have been made as of a specific date, they shall be true and correct as of such specific date)date and (y) any such representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects after giving effect to any such materiality qualification therein. (iii) Within three (3) Business Days after the satisfaction of all conditions set forth in Article 3(i)(ii) as determined by Purchaser, in its sole and absolute discretion, exercised in good faith, Purchaser shall transfer the amount of the Purchase Price increase to an account of Seller.

Margin Excess. With respect to any Purchased Asset, Seller may submit to Buyer a written request, to be delivered no more frequently than once twice each calendar month (in total together with any prepayments pursuant to Article 3(e)(ii)) (a “Margin Excess Request”), requesting that Buyer make an additional advance (a “Margin Excess Advance”) with respect to the applicable Purchased Asset in the amount requested by Seller in such Margin Excess Request that is not less than $250,000 (or, up to two times for each Purchased Asset, $100,000) [***] (but not to exceed the Margin Excess for such Purchased Asset). Buyer shall by no later than 2:00 5:00 p.m. (New York City time) on the second (2nd) Business Day following the Business Day of Buyer’s receipt of such Margin Excess Request, (x) transfer to Seller the amount of cash requested by Seller, and (y) deliver to Seller a revised Confirmation reflecting the corresponding increase in the Purchase Price of such Purchased Asset. Buyer’s disbursement of any Margin Excess Advance (if any) shall be subject to satisfaction of the following conditions precedent, as determined by Buyer in its sole discretion (or, in Buyer’s sole discretion, waived): ): (A) no Default monetary or material non-monetary Default, Event of Default or Credit Event that has resulted in a Margin Deficit shall have occurred and be continuing both as of the date of such request and as of the date of the Margin Excess Advance; ; (B) the Margin Excess Advance shall not cause (A) the aggregate Purchase Price for all Purchased Assets, plus (B) the requested Purchase Price for any pending Transaction, plus (C) the aggregate amount of any potential Future Funding Advance Draws with respect to all Purchased Assets, plus (D) the amount of any Margin Excess (after giving effect to such Margin Excess Advance), in the aggregate, to exceed the Facility Amount; ; (C) the Effective Purchase Price Percentage after giving effect to such Margin Excess Advance shall not exceed the Purchase Price Percentage set forth in the related Confirmation for such Purchased Asset; ; (D) there is no Margin Deficit immediately prior to and shall exist for which a Margin Call Notice has been delivered immediately after the Margin Excess Advance; ; (E) no event shall have occurred which is reasonably expected to have a Material Adverse Effect[***]; and (F) the representations and warranties made by Seller in Article 9 shall be true and correct in all material respects on and as of the date of such Margin Excess Advance with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

Margin Excess. With respect to any Purchased Asset, Seller may submit to Buyer a written request, to be delivered no more frequently than once twice each calendar month (in total together with any prepayments pursuant to Article 3(e)(ii)) (a “Margin Excess Request”), requesting that Buyer make an additional advance (a “Margin Excess Advance”) with respect to the applicable Purchased Asset in the amount requested by Seller in such Margin Excess Request that is not less than $250,000 (or, up to two times for each Purchased Asset, $100,000) (but not to exceed the Margin Excess for such Purchased Asset). Buyer shall by no later than 2:00 5:00 p.m. (New York City time) on the second (2nd) Business Day following the Business Day of Buyer’s receipt of such Margin Excess Request, (x) transfer to Seller the amount of cash requested by Seller, and (y) deliver to Seller a revised Confirmation reflecting the corresponding increase in the Purchase Price of such Purchased Asset. Buyer’s disbursement of any Margin Excess Advance (if any) shall be subject to satisfaction of the following conditions precedent, as determined by Buyer ▇▇▇▇▇ in its sole discretion (or, in Buyer▇▇▇▇▇’s sole discretion, waived): (A) no Default or Event of Default shall have occurred and be continuing both as of the date of such request and as of the date of the Margin Excess Advance; (B) the Margin Excess Advance shall not cause (A) the aggregate Purchase Price for all Purchased Assets, plus (B) the requested Purchase Price for any pending Transaction, plus (C) the aggregate amount of any potential Future Funding Advance Draws with respect to all Purchased Assets, plus (D) the amount of any Margin Excess (after giving effect to such Margin Excess Advance), in the aggregate, to exceed the Facility Amount; (C) the Effective Purchase Price Percentage after giving effect to such Margin Excess Advance shall not exceed the Purchase Price Percentage set forth in the related Confirmation for such Purchased Asset; (D) there is no Margin Deficit immediately prior to and immediately after the Margin Excess Advance, there is no Margin Deficit for which a Margin Call Notice has been delivered; (E) no event shall have occurred which is has, or could reasonably be expected to have have, a Material Adverse Effect; and (F) the representations and warranties made by Seller in Article 9 shall be true and correct in all material respects on and as of the date of such Margin Excess Advance with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date) (other than the representation and warranty made in Article 9(s) with respect to any Purchased Asset which is the subject of a Mandatory Early Repurchase Event of the type described in clause (a) of the definition of Mandatory Early Repurchase Event and which is in the process of being repurchased in accordance with Article 3(d)(ii) and 3(d)(iii) of this Agreement).

Margin Excess. With respect to any Purchased Asset, Seller may submit to Buyer a written request, to be delivered no more frequently than once twice each calendar month (a in total together with any prepayments pursuant to Article 3(e)(ii))(a “Margin Excess Request”), requesting that Buyer make an additional advance (a “Margin Excess Advance”) with respect to the applicable Purchased Asset in the amount requested by Seller in such Margin Excess Request that is not less than $250,000 1,000,000 (or, up with respect to two times for each any Foreign Purchased Asset, $100,000the then-current equivalent of such amount based on the Spot Rate with respect to the Applicable Currency of such Foreign Purchased Asset as of the date of determination) (but not to exceed the Margin Excess for such Purchased Asset). Buyer shall by no later than 2:00 5:00 p.m. (New York City time) on the second (2nd) Business Day following the Business Day of Buyer’s receipt of such Margin Excess Request, (x) transfer to Seller the amount of cash requested by Seller, and (y) deliver to Seller a revised Confirmation reflecting the corresponding increase in the Purchase Price of such Purchased Asset. Buyer’s disbursement of any Margin Excess Advance (if any) shall be subject to satisfaction of the following conditions precedent, as determined by Buyer ▇▇▇▇▇ in its sole commercially reasonable discretion (or, in Buyer▇▇▇▇▇’s sole discretion, waived): (A) no Default or Event of Default shall have occurred and be continuing both as of the date of such request and as of the date of the Margin Excess Advance; (B) the Margin Excess Advance shall not cause (A) the aggregate Purchase Price for all Purchased Assets, plus (B) the requested Purchase Price for any pending Transaction, plus (C) the aggregate amount of any potential Future Funding Advance Draws with respect to all Purchased Assets, plus (D) the amount of any Margin Excess (after giving effect to such Margin Excess Advance), in the aggregate, to exceed the Facility Amount; (C) the Effective Purchase Price Percentage after giving effect to such Margin Excess Advance shall not exceed the Purchase Price Percentage set forth in the related Confirmation for such Purchased Asset;; 4866-0343-1908v.212 (D) there is no Margin Deficit in excess of the Margin Threshold immediately prior to the Margin Excess Advance and no Margin Deficit immediately after the Margin Excess Advance; (E) no event shall have occurred which is reasonably expected to have a Material Adverse Effect[Intentionally Omitted]; and (F) the representations and warranties made by Seller in Article 9 (other than (a) any Mark to Market Representation or (b) the representation and warranty in Article 9(s) with respect to any Purchased Asset as to which Seller has provided notice to Buyer of a breach of any such representation and warranty and Buyer has (i) not demanded a repurchase of such Purchased Asset pursuant to the last paragraph of Article 3(d) or (ii) demanded a repurchase of such Purchased Asset which repurchase is in process pursuant to the last paragraph of Article 3(d)) shall be true and correct in all material respects on and as of the date of such Margin Excess Advance with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

Margin Excess. With respect to any Purchased Asset, Seller may submit to Buyer a written request, to be delivered no more frequently than once five (5) occasions each calendar month quarter during the Availability Period (a “Margin Excess Request”), requesting that Buyer make an additional advance (a “Margin Excess Advance”) with respect to the applicable one or more Purchased Assets (it being understood and agreed that Seller shall be permitted to make a Margin Excess Request with respect to more than one Purchased Asset on each such occasion) in the amount requested by Seller in such Margin Excess Request that is not less than $250,000 (or, up to two times for each Purchased Asset, $100,000) (but not to exceed the Margin Excess for such Purchased Asset). Buyer shall by no later than 2:00 5:00 p.m. (New York City time) on the second (2nd) Business Day following the Business Day of Buyer’s receipt of such Margin Excess Request, (x) transfer to Seller the amount of cash requested by Seller, and (y) deliver to Seller a revised Confirmation reflecting the corresponding increase in the Purchase Price of such Purchased Asset. Buyer’s disbursement of any Margin Excess Advance (if any) shall be subject to satisfaction of the following conditions precedent, as determined by Buyer in its sole reasonable discretion (or, in Buyer▇▇▇▇▇’s sole discretion, waived): (A) no Default or Event of Default shall have occurred and be continuing both as of the date of such request and as of the date of the Margin Excess Advance; (B) the Margin Excess Advance shall not cause (A) the aggregate Purchase Price for all Purchased Assets, plus (B) the requested Purchase Price for any pending Transaction, plus (C) the aggregate amount of any potential Future Funding Advance Draws with respect to all Purchased Assets, plus (D) the amount of any Margin Excess (after giving effect to such Margin Excess Advance), in the aggregate, to exceed the Facility Amount; (C) the Effective Purchase Price Percentage after giving effect to such Margin Excess Advance shall not exceed the Purchase Price Percentage set forth in the related Confirmation for such Purchased Asset; (D) there is no Purchase Price Margin Deficit immediately prior to and immediately after the Margin Excess Advance; (E) no event shall have occurred which is reasonably expected other than representations and warranties set forth in Exhibit G with respect to have a Material Adverse Effect; and (F) Purchased Assets not subject to the Margin Excess Advance, the representations and warranties made by Seller in Article 9 shall be true and correct in all material respects on and as of the date of such Margin Excess Advance with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date, and as modified by an Requested Exceptions Report); and (F) No Tier Two Step Down Condition is continuing.

Margin Excess. With respect to any Purchased Asset, Seller may submit to Buyer Administrative Agent a written request, to be delivered no more frequently than once five (5) occasions each calendar month quarter during the Availability Period (a “Margin Excess Request”), requesting that Buyer Administrative Agent, on behalf of Buyers, make an additional advance (a “Margin Excess Advance”) with respect to the applicable one or more Purchased Assets (it being understood and agreed that Seller shall be permitted to make a Margin Excess Request with respect to more than one Purchased Asset on each such occasion) in the amount and in the Applicable Currency requested by Seller in such Margin Excess Request that is not less than $250,000 (or, up with respect to two times for each any Foreign Purchased AssetAsset (CAD), $100,000the then-current equivalent of such amount based on the Spot Rate with respect to the Applicable Currency of such Foreign Purchased Asset (CAD) as of the date of determination) (but not to exceed the Margin Excess for such Purchased Asset). Buyer Administrative Agent, on behalf of Buyers, shall by no later than 2:00 5:00 p.m. (New York City time) on the second (2nd) Business Day following the Business Day of BuyerAdministrative Agent’s receipt of such Margin Excess Request, (x) transfer to Seller the amount of cash in the Applicable Currency with respect to the related Purchased Asset requested by Seller, and (y) deliver to Seller a revised Confirmation reflecting the corresponding increase in the Purchase Price of such Purchased Asset. BuyerAdministrative Agent’s disbursement of any Margin Excess Advance (if any) shall be subject to satisfaction of the following conditions precedent, as determined by Buyer Administrative Agent, on behalf of ▇▇▇▇▇▇, in its sole reasonable discretion (or, in BuyerAdministrative Agent’s sole discretion, waived): (A) no monetary or material non-monetary Default or and no Event of Default shall have occurred and be continuing both as of the date of such request and as of the date of the Margin Excess Advance; (B) the Margin Excess Advance shall not cause (A) the aggregate Purchase Price for all Purchased Assets, plus (B) the requested Purchase Price for any pending Transaction, plus (C) the aggregate amount of any potential Future Funding Advance Draws with respect to all Purchased Assets, plus (D) the amount of any Margin Excess (after giving effect to such Margin Excess Advance) (in each case of the foregoing clauses (A) through (D), with respect to any Purchased Asset for which the Applicable Currency is not the Base Currency, based on the Purchase Date Spot Rate with respect to the Applicable Currency), in the aggregate, to exceed the Facility Amount; (C) the Effective Purchase Price Percentage after giving effect to such Margin Excess Advance shall not exceed the Purchase Price Percentage set forth in the related Confirmation for such Purchased Asset; (D) there is no Purchase Price Margin Deficit immediately prior to and immediately after the Margin Excess Advance; (E) no event shall have occurred which is reasonably expected other than representations and warranties set forth in Exhibit G with respect to have a Material Adverse Effect; and (F) Purchased Assets not subject to the Margin Excess Advance, the representations and warranties made by Seller in Article 9 shall be true and correct in all material respects on and as of the date of such Margin Excess Advance with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date, and as modified by an Requested Exceptions Report); and (F) No Step Down Condition is continuing.

Margin Excess. With respect to any Purchased Asset, Seller may submit to Buyer a written request, to be delivered no more frequently than once twice each calendar month (in total together with any prepayments pursuant to Article 3(e)(ii)) (a “Margin Excess Request”), requesting that Buyer make an additional advance (a “Margin Excess Advance”) with respect to the applicable Purchased Asset in the amount requested by Seller in such Margin Excess Request that is not less than $250,000 (or, up to two times for each Purchased Asset, $100,000) (but not to exceed the Margin Excess for such Purchased Asset). Buyer shall by no later than 2:00 5:00 p.m. (New York City time) on the second (2nd) Business Day following the Business Day of Buyer’s receipt of such Margin Excess Request, (x) transfer to Seller the amount of cash requested by Seller, and (y) deliver to Seller a revised Confirmation reflecting the corresponding increase in the Purchase Price of such Purchased Asset. Buyer’s disbursement of any Margin Excess Advance (if any) shall be subject to satisfaction of the following conditions precedent, as determined by Buyer ▇▇▇▇▇ in its sole discretion exercised in good faith (or, in Buyer’s sole discretion, waived): (A) no monetary or material non-monetary Default or and no Event of Default shall have occurred and be continuing both as of the date of such request and as of the date of the Margin Excess Advance; (B) the Margin Excess Advance shall not cause (A1) the aggregate Purchase Price for all Purchased Assets, plus (B2) the requested Purchase Price for any pending Transaction, plus (C3) the aggregate amount of any potential Future Funding Advance Draws with respect to all Purchased Assets, plus (D4) the amount of any Margin Excess (after giving effect to such Margin Excess Advance), in the aggregate, to exceed the Facility Amount; provided, however, that notwithstanding the foregoing, to the extent that Seller delivers to Buyer a written waiver indicating that it will not seek to make one or more Future Funding Advance Draws or Margin Excess draws hereunder with respect to any Purchased Assets, then the Future Funding Advance Draws and Margin Excess identified in any such waiver or waivers shall not be included for purposes of clauses (3) and (4) of this paragraph; (C) the Effective Purchase Price Percentage after giving effect to such Margin Excess Advance shall not exceed the Purchase Price Percentage set forth in the related Confirmation for such Purchased Asset;; 4931-3517-6718v.7 (D) there is no Margin Deficit immediately prior to and for which a Margin Call Notice has been delivered immediately after the Margin Excess Advance; (E) no event shall have occurred which is has, or could reasonably be expected to have have, a Material Adverse Effect; and (F) the representations and warranties made by Seller in Article 9 (other than those contained in Article 9(s) relating to Purchased Assets subject to other Transactions) shall be true and correct in all material respects on and as of the date of such Margin Excess Advance with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).