Common use of Margin Excess Clause in Contracts

Margin Excess. In Buyer’s sole discretion, on any date upon which a Margin Deficit with respect to any Purchased Asset exists, if, with respect to any other Purchased Asset, the lesser of either (a) the Market Value for such Purchased Asset on the related Purchase Date, or (b) the then-current Market Value of such Purchased Asset (or the par amount of such Purchased Asset, if lower than Market Value) on the date of the determination thereof, exceeds the product of (x) Seller’s Margin Percentage and (y) the outstanding Repurchase Price for such Purchased Asset as of such date (the positive difference, if any, a “Margin Excess”), Seller may request that Buyer apply such Margin Excess as credit against the Margin Deficit on any Purchased Asset for which a Margin Deficit Exists pursuant to Section 4.01, in full or partial satisfaction of such Margin Deficit. Notwithstanding anything to the contrary herein, in no event shall available Margin Excess in respect of any LIBOR Based Transaction be reallocated (i.e., in such a way that the Purchase Price of any such LIBOR Based Transaction would be increased) at any time to cure in whole or in part a Margin Deficit relating to (x) any SOFR Based Transaction or (y) any LIBOR Based Transaction where such reallocation would result in an increase to the Purchase Price of any LIBOR Based Transaction with a Repurchase Date that is later than the Repurchase Date of the LIBOR Based Transaction in respect of which such Margin Deficit exists.

Margin Excess. In 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, on any date upon which a Margin Deficit with respect to any Purchased Asset exists, if, with respect to any other Purchased Asset, the lesser of eitherwaived): (aA) no Default or Event of Default shall have occurred and be continuing both as of the Market Value for such Purchased Asset on the related Purchase Date, or (b) the then-current Market Value date of such Purchased Asset (or the par amount request and as of such Purchased Asset, if lower than Market Value) on the date of the determination thereof, exceeds the product of Margin Excess Advance; (x) Seller’s Margin Percentage and (yB) the outstanding Repurchase 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 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 (the positive differenceor, if anyany such representation or warranty is expressly stated to have been made as of a specific date, a “Margin Excess”), Seller may request that Buyer apply such Margin Excess as credit against the Margin Deficit on any Purchased Asset for which a Margin Deficit Exists pursuant to Section 4.01, in full or partial satisfaction of such Margin Deficit. Notwithstanding anything to the contrary herein, in no event shall available Margin Excess in respect of any LIBOR Based Transaction be reallocated (i.e., in such a way that the Purchase Price of any such LIBOR Based Transaction would be increased) at any time to cure in whole or in part a Margin Deficit relating to (x) any SOFR Based Transaction or (y) any LIBOR Based Transaction where such reallocation would result in an increase to the Purchase Price of any LIBOR Based Transaction with a Repurchase Date that is later than the Repurchase Date of the LIBOR Based Transaction in respect of which such Margin Deficit existsspecific date).

Margin Excess. In With respect to any Purchased Asset, Seller may submit to Buyer a written request, to be delivered no more frequently than 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 $1,000,000 (but not to exceed the Margin Excess for such Purchased Asset). Buyer shall by no later than 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 commercially reasonable discretion (or, in Buyer’s sole discretion, on 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 date upon which a pending Transaction, plus (C) the aggregate amount of 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) [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 exists, if, with respect as to which Seller has provided notice to Buyer of a breach of any other Purchased Asset, the lesser of either such representation and warranty and Buyer has (ai) the Market Value for such Purchased Asset on the related Purchase Date, or (b) the then-current Market Value not demanded a repurchase of such Purchased Asset pursuant to the last paragraph of Article 3(d) or (or the par amount ii) demanded a repurchase of such Purchased Asset, if lower than Market ValueAsset 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 determination thereof, exceeds the product of (x) Seller’s Margin Percentage same force and (y) the outstanding Repurchase Price for such Purchased Asset effect as if made on and as of such date (the positive differenceor, if anyany such representation or warranty is expressly stated to have been made as of a specific date, a “Margin Excess”), Seller may request that Buyer apply such Margin Excess as credit against the Margin Deficit on any Purchased Asset for which a Margin Deficit Exists pursuant to Section 4.01, in full or partial satisfaction of such Margin Deficit. Notwithstanding anything to the contrary herein, in no event shall available Margin Excess in respect of any LIBOR Based Transaction be reallocated (i.e., in such a way that the Purchase Price of any such LIBOR Based Transaction would be increased) at any time to cure in whole or in part a Margin Deficit relating to (x) any SOFR Based Transaction or (y) any LIBOR Based Transaction where such reallocation would result in an increase to the Purchase Price of any LIBOR Based Transaction with a Repurchase Date that is later than the Repurchase Date of the LIBOR Based Transaction in respect of which such Margin Deficit existsspecific date).

Margin Excess. In With respect to any Purchased Asset, Seller may submit to Buyer a written request, to be delivered no more frequently than 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 (but not to exceed the Margin Excess for such Purchased Asset). Buyer shall by no later than 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 ▇▇▇▇▇ in its sole discretion exercised in good faith (or, in Buyer’s sole discretion, on waived): (A) no monetary or material non-monetary Default 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 (1) the aggregate Purchase Price for all Purchased Assets, plus (2) the requested Purchase Price for any date upon which pending Transaction, plus (3) the aggregate amount of any potential Future Funding Advance Draws with respect to all Purchased Assets, plus (4) 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 Deficit Excess draws hereunder with respect to any Purchased Asset existsAssets, if, with respect to then the Future Funding Advance Draws and Margin Excess identified in any other Purchased Asset, the lesser such waiver or waivers shall not be included for purposes of eitherclauses (3) and (4) of this paragraph; (aC) the Market Value 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 on Asset; (D) there is no Margin Deficit for which a Margin Call Notice has been delivered immediately after the related Purchase DateMargin Excess Advance; (E) no event shall have occurred which has, or could reasonably be expected to have, a Material Adverse Effect; and (bF) the then-current Market Value 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 such Purchased Asset (or the par amount of such Purchased Asset, if lower than Market Value) on the date of such Margin Excess Advance with the determination thereof, exceeds the product of (x) Seller’s Margin Percentage same force and (y) the outstanding Repurchase Price for such Purchased Asset effect as if made on and as of such date (the positive differenceor, if anyany such representation or warranty is expressly stated to have been made as of a specific date, a “Margin Excess”), Seller may request that Buyer apply such Margin Excess as credit against the Margin Deficit on any Purchased Asset for which a Margin Deficit Exists pursuant to Section 4.01, in full or partial satisfaction of such Margin Deficit. Notwithstanding anything to the contrary herein, in no event shall available Margin Excess in respect of any LIBOR Based Transaction be reallocated (i.e., in such a way that the Purchase Price of any such LIBOR Based Transaction would be increased) at any time to cure in whole or in part a Margin Deficit relating to (x) any SOFR Based Transaction or (y) any LIBOR Based Transaction where such reallocation would result in an increase to the Purchase Price of any LIBOR Based Transaction with a Repurchase Date that is later than the Repurchase Date of the LIBOR Based Transaction in respect of which such Margin Deficit existsspecific date).

Margin Excess. In With respect to any Purchased Asset, Seller may submit to Buyer a written request, to be delivered no more frequently than 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 (but not to exceed the Margin Excess for such Purchased Asset). Buyer shall by no later than 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, on waived): (A) no monetary or material non-monetary Default 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 (1) the aggregate Purchase Price for all Purchased Assets, plus (2) the requested Purchase Price for any date upon which pending Transaction, plus (3) the aggregate amount of any potential Future Funding Advance Draws with respect to all Purchased Assets, plus (4) 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 Deficit Excess draws hereunder with respect to any Purchased Asset existsAssets, if, with respect to then the Future Funding Advance Draws and Margin Excess identified in any other Purchased Asset, the lesser such waiver or waivers shall not be included for purposes of eitherclauses (3) and (4) of this paragraph; (aC) the Market Value 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 on Asset; (D) there is no Margin Deficit for which a Margin Call Notice has been delivered immediately after the related Purchase DateMargin Excess Advance; (E) no event shall have occurred which has, or could reasonably be expected to have, a Material Adverse Effect; and (bF) the then-current Market Value 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 such Purchased Asset (or the par amount of such Purchased Asset, if lower than Market Value) on the date of such Margin Excess Advance with the determination thereof, exceeds the product of (x) Seller’s Margin Percentage same force and (y) the outstanding Repurchase Price for such Purchased Asset effect as if made on and as of such date (the positive differenceor, if anyany such representation or warranty is expressly stated to have been made as of a specific date, a “Margin Excess”), Seller may request that Buyer apply such Margin Excess as credit against the Margin Deficit on any Purchased Asset for which a Margin Deficit Exists pursuant to Section 4.01, in full or partial satisfaction of such Margin Deficit. Notwithstanding anything to the contrary herein, in no event shall available Margin Excess in respect of any LIBOR Based Transaction be reallocated (i.e., in such a way that the Purchase Price of any such LIBOR Based Transaction would be increased) at any time to cure in whole or in part a Margin Deficit relating to (x) any SOFR Based Transaction or (y) any LIBOR Based Transaction where such reallocation would result in an increase to the Purchase Price of any LIBOR Based Transaction with a Repurchase Date that is later than the Repurchase Date of the LIBOR Based Transaction in respect of which such Margin Deficit existsspecific date).

Margin Excess. In With respect to any Purchased Asset, Seller may submit to Buyer a written request, to be delivered no more frequently than 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 (but not to exceed the Margin Excess for such Purchased Asset). Buyer shall by no later than 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 ▇▇▇▇▇ in its sole discretion (or, in ▇▇▇▇▇’s sole discretion, on 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 date upon 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) immediately after the Margin Excess Advance, there is no Margin Deficit for which a Margin Deficit Call Notice has been delivered; (E) no event shall have occurred which has, or could reasonably be 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) (other than the representation and warranty made in Article 9(s) with respect to any Purchased Asset exists, if, with respect to any other Purchased Asset, which is the lesser subject of either a Mandatory Early Repurchase Event of the type described in clause (a) the Market Value for such Purchased Asset on the related Purchase Date, or (b) the then-current Market Value of such Purchased Asset (or the par amount of such Purchased Asset, if lower than Market Value) on the date of the determination thereof, exceeds definition of Mandatory Early Repurchase Event and which is in the product process of (xbeing repurchased in accordance with Article 3(d)(ii) Seller’s Margin Percentage and (y3(d)(iii) the outstanding Repurchase Price for such Purchased Asset as of such date (the positive difference, if any, a “Margin Excess”this Agreement), Seller may request that Buyer apply such Margin Excess as credit against the Margin Deficit on any Purchased Asset for which a Margin Deficit Exists pursuant to Section 4.01, in full or partial satisfaction of such Margin Deficit. Notwithstanding anything to the contrary herein, in no event shall available Margin Excess in respect of any LIBOR Based Transaction be reallocated (i.e., in such a way that the Purchase Price of any such LIBOR Based Transaction would be increased) at any time to cure in whole or in part a Margin Deficit relating to (x) any SOFR Based Transaction or (y) any LIBOR Based Transaction where such reallocation would result in an increase to the Purchase Price of any LIBOR Based Transaction with a Repurchase Date that is later than the Repurchase Date of the LIBOR Based Transaction in respect of which such Margin Deficit exists.

Margin Excess. In BuyerWith respect to any Purchased Asset, Seller may submit to Administrative Agent a written request, to be delivered no more frequently than five (5) occasions each calendar quarter during the Availability Period (a “Margin Excess Request”), requesting that Administrative Agent, on behalf of Buyers, make an additional advance (a “Margin Excess Advance”) with respect to 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, with respect to any Foreign Purchased Asset (CAD), the 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). Administrative Agent, on behalf of Buyers, shall by no later than 5:00 p.m. (New York City time) on the Business Day following the Business Day of Administrative 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. Administrative Agent’s disbursement of any Margin Excess Advance (if any) shall be subject to satisfaction of the following conditions precedent, as determined by Administrative Agent, on behalf of ▇▇▇▇▇▇, in its reasonable discretion (or, in Administrative Agent’s sole discretion, on waived): (A) no monetary or material non-monetary Default 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 date upon which a 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 Deficit 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 existsfor which the Applicable Currency is not the Base Currency, if, based on the Purchase Date Spot Rate with respect to any other Purchased Assetthe Applicable Currency), in the lesser of eitheraggregate, to exceed the Facility Amount; (aC) the Market Value 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 Asset; (D) there is no Purchase Price Margin Deficit immediately prior to and immediately after the Margin Excess Advance; (E) other than representations and warranties set forth in Exhibit G with respect to 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 the related Purchase Date, or (b) the then-current Market Value and as of such Purchased Asset (or the par amount of such Purchased Asset, if lower than Market Value) on the date of such Margin Excess Advance with the determination thereof, exceeds the product of (x) Seller’s Margin Percentage same force and (y) the outstanding Repurchase Price for such Purchased Asset effect as if made on and as of such date (the positive differenceor, if anyany such representation or warranty is expressly stated to have been made as of a specific date, a “Margin Excess”), Seller may request that Buyer apply such Margin Excess as credit against the Margin Deficit on any Purchased Asset for which a Margin Deficit Exists pursuant to Section 4.01, in full or partial satisfaction of such Margin Deficit. Notwithstanding anything to the contrary hereinspecific date, in no event shall available Margin Excess in respect of any LIBOR Based Transaction be reallocated and as modified by an Requested Exceptions Report); and (i.e., in such a way that the Purchase Price of any such LIBOR Based Transaction would be increasedF) at any time to cure in whole or in part a Margin Deficit relating to (x) any SOFR Based Transaction or (y) any LIBOR Based Transaction where such reallocation would result in an increase to the Purchase Price of any LIBOR Based Transaction with a Repurchase Date that No Step Down Condition is later than the Repurchase Date of the LIBOR Based Transaction in respect of which such Margin Deficit existscontinuing.

Margin Excess. In With respect to any Purchased Asset, Seller may submit to Buyer a written request, to be delivered no more frequently than 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 (but not to exceed the Margin Excess for such Purchased Asset). Buyer shall by no later than 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 ▇▇▇▇▇ in its sole discretion (or, in ▇▇▇▇▇’s sole discretion, on 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 date upon 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) no Margin Deficit shall exist for which a Margin Deficit Call Notice has been delivered immediately after the Margin Excess Advance; (E) no event shall have occurred which has, or could reasonably be 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) (other than the representation and warranty made in Article 9(s) with respect to any Purchased Asset exists, if, with respect to any other Purchased Asset, which is the lesser subject of either a Mandatory Early Repurchase Event of the type described in clause (a) the Market Value for such Purchased Asset on the related Purchase Date, or (b) the then-current Market Value of such Purchased Asset (or the par amount of such Purchased Asset, if lower than Market Value) on the date of the determination thereof, exceeds definition of Mandatory Early Repurchase Event and which is in the product process of (xbeing repurchased in accordance with Article 3(d)(ii) Seller’s Margin Percentage and (yArticle 3(d)(iii) the outstanding Repurchase Price for such Purchased Asset as of such date (the positive difference, if any, a “Margin Excess”this Agreement), Seller may request that Buyer apply such Margin Excess as credit against the Margin Deficit on any Purchased Asset for which a Margin Deficit Exists pursuant to Section 4.01, in full or partial satisfaction of such Margin Deficit. Notwithstanding anything to the contrary herein, in no event shall available Margin Excess in respect of any LIBOR Based Transaction be reallocated (i.e., in such a way that the Purchase Price of any such LIBOR Based Transaction would be increased) at any time to cure in whole or in part a Margin Deficit relating to (x) any SOFR Based Transaction or (y) any LIBOR Based Transaction where such reallocation would result in an increase to the Purchase Price of any LIBOR Based Transaction with a Repurchase Date that is later than the Repurchase Date of the LIBOR Based Transaction in respect of which such Margin Deficit exists.

Margin Excess. In Buyer’s sole discretion, on any date upon which a Margin Deficit with (i) With respect to any Purchased Asset existspursuant to which there is any Margin Excess, ifSeller may submit to Purchaser a written request (a “Margin Excess Request”), requesting that Purchaser increase the Purchase Price and make an additional advance with respect to any other the applicable Purchased Asset, ; provided that (A) each such Margin Excess Request shall be for an amount of not less than $250,000 and (B) Seller shall not make more than one (1) such Margin Excess Request with respect to the lesser of eithersame Purchased Asset during any thirty (30) day period. (aii) 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, Seller shall have requested such increase in writing; (B) the Market Value for such Purchased Asset on the related Purchase Date, or (b) the then-current Market Value Price of such Purchased Asset (or after giving effect to such increase shall not exceed the par amount of Maximum Purchase Price for such Purchased Asset. (C) the sum, if lower than Market Value) on the date of the determination thereofwithout duplication, exceeds the product of (x) Seller’s Margin Percentage 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 outstanding Repurchase 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 as of the related Purchase Price increase date; (F) no Margin Deficit shall exist, either immediately prior to or after giving effect to the requested Purchase Price increase; and 4895-1210-4939v.10 (G) all representations and warranties made by any Seller Party in the Transaction Documents shall be true and correct in all material respects on and as of the related Purchase Price increase date (other than representations and warranties for which Purchaser has approved a Requested Exceptions Report); provided that (x) to the extent that any such Purchased Asset representation or warranty relates to a specific date, they shall be true and correct as of such specific date (the positive difference, if any, a “Margin Excess”), Seller may request that Buyer apply such Margin Excess as credit against the Margin Deficit on any Purchased Asset for which a Margin Deficit Exists pursuant to Section 4.01, in full or partial satisfaction of such Margin Deficit. Notwithstanding anything to the contrary herein, in no event shall available Margin Excess in respect of any LIBOR Based Transaction be reallocated (i.e., in such a way that the Purchase Price of any such LIBOR Based Transaction would be increased) at any time to cure in whole or in part a Margin Deficit relating to (x) any SOFR Based Transaction or and (y) any LIBOR Based Transaction where such reallocation would result representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in an increase 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 any LIBOR Based Transaction with a Repurchase Date that is later than the Repurchase Date of the LIBOR Based Transaction in respect of which such Margin Deficit existsSeller.

Margin Excess. In Buyer’s sole discretion, on any date upon which (a) If Buyer issues a Margin Deficit Call under Section 4.01 with respect to any Purchased Asset exists, if, with respect to any other Purchased Asset, the lesser of either (aAsset(s) and if the Market Value for such any other Purchased Asset on the related Purchase Date, or (b) the then-current Market Value of such Purchased Asset (or the par amount of such Purchased Asset, if lower than Market Value) on the date of the determination thereof, exceeds the product of (x) Seller’s Margin Percentage and (y) times the outstanding Repurchase Price for such Purchased Asset (with such amount to be determined by Buyer using its latest internal underwriting and valuation information), as of such date determined by Buyer in its sole and absolute discretion (the positive difference, if any, a “Margin Excess”), Seller may then Buyer, in response to Seller’s written request that Buyer following Buyer’s delivery of a Margin Call to Seller, shall apply such Margin Excess as credit against to the related Margin Deficit, but only if each of the Margin Deficit on any Excess Requirements have been met in accordance with the terms set forth in Section 4.01(c). (b) 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 Deficit Exists pursuant Excess exists with respect to Section 4.01such Purchased Asset, Buyer, in full or partial satisfaction 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 such the Margin DeficitExcess Requirements have been met. Notwithstanding anything to the contrary hereinforegoing, in no event shall available Buyer be required to transfer cash to Seller in response to any such request in an amount which is greater than the total amount of all previously paid Margin Excess in Deficits. Buyer and Seller shall amend and restate the related Confirmation relating to any Purchased Asset with respect of any LIBOR Based Transaction be reallocated (i.e., in such a way that to which the related Purchase Price of any such LIBOR Based Transaction would be has been so increased) at any time to cure in whole or in part a Margin Deficit relating to (x) any SOFR Based Transaction or (y) any LIBOR Based Transaction where such reallocation would result in an increase to the Purchase Price of any LIBOR Based Transaction with a Repurchase Date that is later than the Repurchase Date of the LIBOR Based Transaction in respect of which such Margin Deficit exists.

Margin Excess. In Buyer’s sole discretion, on any date upon which a Margin Deficit with With respect to any Purchased Asset existsor Contributed Swingline Loan, ifa Seller Counterparty may submit to Purchaser a written request, to be delivered no more frequently than once each calendar month (a “Margin Excess Request”), requesting that Purchaser make an additional advance (a “Margin Excess Advance”) with respect to any other 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 (but not to exceed the Margin Excess for such Purchased Asset). Purchaser shall by no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the Business Day of Purchaser’s receipt of such Margin Excess Request, (x) transfer to the lesser applicable Seller Counterparty the amount of eithercash requested by such 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 Asset or Contributed Swingline Loan, respectively. Purchaser’s disbursement of any Margin Excess Advance (if any) shall be subject to satisfaction of the following conditions precedent, as determined by Purchaser in its sole discretion (or, in Purchaser’s sole discretion, waived): (aA) 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 Market Value Margin Excess Advance shall not cause (A) the aggregate Purchase Price for all Purchased Assets or Contributed Swingline Loans, plus (B) the requested Purchase Price or Swingline Advance Amount for any pending Transaction, plus (C) the aggregate amount of each proposed Future Funding Advance Draw with respect to all Purchased Assets 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 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 Asset on or Contributed Swingline Loan; (D) there is no Margin Deficit immediately prior to and immediately after the related Purchase DateMargin Excess Advance; (E) no event shall have occurred which has, or could reasonably be expected to have, a Material Adverse Effect; (bF) the then-current Market Value representations and warranties made by Seller Counterparties in Article 9 shall be true and correct on and as of such Purchased Asset (or the par amount of such Purchased Asset, if lower than Market Value) on the date of such Margin Excess Advance in all material respects with the determination thereof, exceeds the product of (x) Seller’s Margin Percentage same force and (y) the outstanding Repurchase Price for such Purchased Asset effect as if made on and as of such date (the positive differenceor, if anyany such representation or warranty is expressly stated to have been made as of a specific date, a “Margin Excess”as of such specific date), Seller may request that Buyer apply such ; and (G) after giving effect to the funding of the Margin Excess as credit against Advance, the Margin Deficit on any aggregate outstanding Purchase Prices of all Purchased Asset for Assets and the Swingline Advance Amount which a Margin Deficit Exists pursuant to Section 4.01, in full or partial satisfaction of such Margin Deficit. Notwithstanding anything to the contrary herein, in no event are Participation Interests shall available Margin Excess in respect of any LIBOR Based Transaction be reallocated (i.e., in such a way that the Purchase Price of any such LIBOR Based Transaction would be increased) at any time to cure in whole or in part a Margin Deficit relating to (x) any SOFR Based Transaction or (y) any LIBOR Based Transaction where such reallocation would result in an increase to the Purchase Price of any LIBOR Based Transaction with a Repurchase Date that is later than the Repurchase Date not exceed 20% of the LIBOR Based Transaction in respect of which such Margin Deficit existsFacility Amount.

Margin Excess. 45 - In Buyer’s sole discretion, on any date upon which a Margin Deficit with respect to any Purchased Asset exists, if, with respect to any other Purchased Asset, the lesser of either either (a) the Market Value for such Purchased Asset on the related Purchase Date, or (b) the then-current Market Value of such Purchased Asset (or the par amount of such Purchased Asset, if lower than Market Value) on the date of the determination thereof, exceeds the product of (x) Seller’s Margin Percentage and (y) the outstanding Repurchase Price for such Purchased Asset as of such date (the positive difference, if any, a “Margin Excess”), Seller may request that Buyer apply such Margin Excess as credit against the Margin Deficit on any Purchased Asset for which a Margin Deficit Exists pursuant to Section 4.01, in full or partial satisfaction of such Margin Deficit. Notwithstanding anything to the contrary herein, in no event shall available Margin Excess in respect of any LIBOR Based Transaction be reallocated (i.e., in such a way that the Purchase Price of any such LIBOR Based Transaction would be increased) at any time to cure in whole or in part a Margin Deficit relating to (x) any SOFR Based Transaction or (y) any LIBOR Based Transaction where such reallocation would result in an increase to the Purchase Price of any LIBOR Based Transaction with a Repurchase Date that is later than the Repurchase Date of the LIBOR Based Transaction in respect of which such Margin Deficit exists.

Margin Excess. In BuyerWith respect to any Purchased Asset, Seller may submit to Purchaser a written request, to be delivered no more frequently than once each calendar month (a “Margin Excess Request”), requesting that 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 (but not to exceed the Margin Excess for such Purchased Asset). Purchaser shall by no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the Business Day of Purchaser’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. Purchaser’s disbursement of any Margin Excess Advance (if any) shall be subject to satisfaction of the following conditions precedent, as determined by Purchaser in its sole discretion (or, in Purchaser’s sole discretion, on any date upon which a Margin Deficit with respect to any Purchased Asset exists, if, with respect to any other Purchased Asset, the lesser of eitherwaived): (aA) no Default or Event of Default shall have occurred and be continuing both as of the Market Value for such Purchased Asset on the related Purchase Date, or (b) the then-current Market Value date of such Purchased Asset (or the par amount request and as of such Purchased Asset, if lower than Market Value) on the date of the determination thereof, exceeds the product of Margin Excess Advance; (x) Seller’s Margin Percentage and (yB) the outstanding Repurchase 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 each proposed Future Funding Advance 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 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 Asset; (D) there is no Margin Deficit immediately prior to and immediately after the Margin Excess Advance; (E) no event shall have occurred which has, or could reasonably be expected to have, a Material Adverse Effect; and (F) the representations and warranties made by Seller in Article 9 shall be true and correct 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 (the positive differenceor, if anyany such representation or warranty is expressly stated to have been made as of a specific date, a “Margin Excess”), Seller may request that Buyer apply such Margin Excess as credit against the Margin Deficit on any Purchased Asset for which a Margin Deficit Exists pursuant to Section 4.01, in full or partial satisfaction of such Margin Deficit. Notwithstanding anything to the contrary herein, in no event shall available Margin Excess in respect of any LIBOR Based Transaction be reallocated (i.e., in such a way that the Purchase Price of any such LIBOR Based Transaction would be increased) at any time to cure in whole or in part a Margin Deficit relating to (x) any SOFR Based Transaction or (y) any LIBOR Based Transaction where such reallocation would result in an increase to the Purchase Price of any LIBOR Based Transaction with a Repurchase Date that is later than the Repurchase Date of the LIBOR Based Transaction in respect of which such Margin Deficit existsspecific date).

Margin Excess. In With respect to any Purchased Asset, Seller may submit to Buyer a written request, to be delivered no more frequently than 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 (but not to exceed the Margin Excess for such Purchased Asset). Buyer shall by no later than 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 ▇▇▇▇▇ in its sole discretion exercised in good faith (or, in Buyer’s sole discretion, on waived): (A) no monetary or material non-monetary Default 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 (1) the aggregate Purchase Price for all Purchased Assets, plus (2) the requested Purchase Price for any date upon which pending Transaction, plus (3) the aggregate amount of any potential Future Funding Advance Draws with respect to all Purchased Assets, plus (4) 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 Deficit Excess draws hereunder with respect to any Purchased Asset existsAssets, if, with respect to then the Future Funding Advance Draws and Margin Excess identified in any other Purchased Asset, the lesser such waiver or waivers shall not be included for purposes of eitherclauses (3) and (4) of this paragraph; (aC) the Market Value 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 on Asset; 4931-3517-6718v.7 (D) there is no Margin Deficit for which a Margin Call Notice has been delivered immediately after the related Purchase DateMargin Excess Advance; (E) no event shall have occurred which has, or could reasonably be expected to have, a Material Adverse Effect; and (bF) the then-current Market Value 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 such Purchased Asset (or the par amount of such Purchased Asset, if lower than Market Value) on the date of such Margin Excess Advance with the determination thereof, exceeds the product of (x) Seller’s Margin Percentage same force and (y) the outstanding Repurchase Price for such Purchased Asset effect as if made on and as of such date (the positive differenceor, if anyany such representation or warranty is expressly stated to have been made as of a specific date, a “Margin Excess”), Seller may request that Buyer apply such Margin Excess as credit against the Margin Deficit on any Purchased Asset for which a Margin Deficit Exists pursuant to Section 4.01, in full or partial satisfaction of such Margin Deficit. Notwithstanding anything to the contrary herein, in no event shall available Margin Excess in respect of any LIBOR Based Transaction be reallocated (i.e., in such a way that the Purchase Price of any such LIBOR Based Transaction would be increased) at any time to cure in whole or in part a Margin Deficit relating to (x) any SOFR Based Transaction or (y) any LIBOR Based Transaction where such reallocation would result in an increase to the Purchase Price of any LIBOR Based Transaction with a Repurchase Date that is later than the Repurchase Date of the LIBOR Based Transaction in respect of which such Margin Deficit existsspecific date).

Margin Excess. In With respect to any Purchased Asset, Seller may submit to Buyer a written request, to be delivered no more frequently than 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 $1,000,000 (or, with respect to any Foreign Purchased Asset, the 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 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 ▇▇▇▇▇ in its commercially reasonable discretion (or, in ▇▇▇▇▇’s sole discretion, on 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 date upon which a pending Transaction, plus (C) the aggregate amount of 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) [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 exists, if, with respect as to which Seller has provided notice to Buyer of a breach of any other Purchased Asset, the lesser of either such representation and warranty and Buyer has (ai) the Market Value for such Purchased Asset on the related Purchase Date, or (b) the then-current Market Value not demanded a repurchase of such Purchased Asset pursuant to the last paragraph of Article 3(d) or (or the par amount ii) demanded a repurchase of such Purchased Asset, if lower than Market ValueAsset 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 determination thereof, exceeds the product of (x) Seller’s Margin Percentage same force and (y) the outstanding Repurchase Price for such Purchased Asset effect as if made on and as of such date (the positive differenceor, if anyany such representation or warranty is expressly stated to have been made as of a specific date, a “Margin Excess”), Seller may request that Buyer apply such Margin Excess as credit against the Margin Deficit on any Purchased Asset for which a Margin Deficit Exists pursuant to Section 4.01, in full or partial satisfaction of such Margin Deficit. Notwithstanding anything to the contrary herein, in no event shall available Margin Excess in respect of any LIBOR Based Transaction be reallocated (i.e., in such a way that the Purchase Price of any such LIBOR Based Transaction would be increased) at any time to cure in whole or in part a Margin Deficit relating to (x) any SOFR Based Transaction or (y) any LIBOR Based Transaction where such reallocation would result in an increase to the Purchase Price of any LIBOR Based Transaction with a Repurchase Date that is later than the Repurchase Date of the LIBOR Based Transaction in respect of which such Margin Deficit existsspecific date).

Margin Excess. In With respect to any Purchased Asset, Seller may submit to Buyer a written request, to be delivered no more frequently than five (5) occasions each calendar quarter during the Availability Period (a “Margin Excess Request”), requesting that Buyer make an additional advance (a “Margin Excess Advance”) with respect to 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 (but not to exceed the Margin Excess for such Purchased Asset). Buyer shall by no later than 5:00 p.m. (New York City time) on the 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 reasonable discretion (or, in ▇▇▇▇▇’s sole discretion, on any date upon which a Margin Deficit with respect to any Purchased Asset exists, if, with respect to any other Purchased Asset, the lesser of eitherwaived): (aA) no Default or Event of Default shall have occurred and be continuing both as of the Market Value for such Purchased Asset on the related Purchase Date, or (b) the then-current Market Value date of such Purchased Asset (or the par amount request and as of such Purchased Asset, if lower than Market Value) on the date of the determination thereof, exceeds the product of Margin Excess Advance; (x) Seller’s Margin Percentage and (yB) the outstanding Repurchase 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 Asset; (D) there is no Purchase Price Margin Deficit immediately prior to and immediately after the Margin Excess Advance; (E) other than representations and warranties set forth in Exhibit G with respect to 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 (the positive differenceor, if anyany such representation or warranty is expressly stated to have been made as of a specific date, a “Margin Excess”), Seller may request that Buyer apply such Margin Excess as credit against the Margin Deficit on any Purchased Asset for which a Margin Deficit Exists pursuant to Section 4.01, in full or partial satisfaction of such Margin Deficit. Notwithstanding anything to the contrary hereinspecific date, in no event shall available Margin Excess in respect of any LIBOR Based Transaction be reallocated and as modified by an Requested Exceptions Report); and (i.e., in such a way that the Purchase Price of any such LIBOR Based Transaction would be increasedF) at any time to cure in whole or in part a Margin Deficit relating to (x) any SOFR Based Transaction or (y) any LIBOR Based Transaction where such reallocation would result in an increase to the Purchase Price of any LIBOR Based Transaction with a Repurchase Date that No Tier Two Step Down Condition is later than the Repurchase Date of the LIBOR Based Transaction in respect of which such Margin Deficit existscontinuing.