Common use of Margin Maintenance Clause in Contracts

Margin Maintenance. (a) Purchaser may, at its option in its sole and absolute discretion, re-determine the Market Value for any Purchased Asset in accordance with the definition of Market Value. If there exists a Margin Deficit with respect to any Purchased Asset, Purchaser may, by notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller to make a cash payment in reduction of the Repurchase Price of such Purchased Asset, so that after giving effect to such payment, no Margin Deficit shall exist with respect to such Purchased Asset. Seller shall have the opportunity to challenge the reduction of the Market Value of any Purchased Asset by requesting that Purchaser, at Seller’s sole cost and expense, order (i) if such reduction in Market Value is related to a reduction in the value of the related Mortgaged Property, a third-party appraisal of the related Mortgaged Property or Mortgaged Properties or (ii) if such reduction is otherwise related to a reduction in the value of the Purchased Asset, a third-party valuation of the fair market value of the Purchased Asset. In the interim period while Purchaser is awaiting receipt of and considering such appraisal or valuation, Seller shall post with Purchaser the Margin Amount. In the event that Purchaser subsequently determines that a Credit Event has not occurred or that a Margin Deficit does not exist, the Margin Amount shall be returned to Seller (or such portion thereof as reflects the decrease in the applicable Margin Deficit). (b) If a Margin Call is given by Purchaser on any Business Day at or prior to 10 a.m. (New York City time), Seller shall cure the related Margin Deficit (which may be by repurchasing the related Purchased Asset in accordance with Article 3(d)) by no later than 5:00 p.m. (New York City time) on the same Business Day. For the avoidance of doubt, if a Margin Call is given by Purchaser on any Business Day after the time set forth above, such Margin Call shall be considered given prior to such time on the immediately following Business Day. (c) The failure or delay by Purchaser, on any one or more occasions, to exercise its rights under this Article 4 shall not change or alter the terms and conditions or limit or waive the right of Purchaser to do so at a later date or in any way create additional rights for Seller.

Margin Maintenance. (aIf the notice to be given by Buyer to Seller under Section 4(a) Purchaser mayis given at or before 9:00 a.m. Houston, Texas time on a Business Day, Seller shall transfer to Buyer cash and/or, if acceptable to Buyer, Additional Purchased Mortgage Loans, before 5:00 p.m. Houston, Texas time on the date of such notice, and if such notice is given after 9:00 a.m. Houston, Texas time, Seller shall transfer such cash and/or Additional Purchased Mortgage Loans before 9:30 a.m. Houston, Texas time on the Business Day following the date of such notice. All cash required to be delivered to Buyer pursuant to this Section 4(b) shall be deposited by Seller into the Operating Account and, provided that no Event of Default has occurred and is continuing, shall be applied by Buyer to reduce pro rata the Repurchase Prices of all Purchased Mortgage Loans that are then subject to outstanding Transactions or, at Buyer’s option, held by Buyer in the Operating Account as security for the Obligations (and, if so held, for purposes of subsequent margin deficit-or-excess calculations, shall be deemed netted from the aggregate Repurchase Prices). Following the occurrence and during the continuance of any Event of Default, any such cash may be applied to reduce the Repurchase Prices of such Purchased Mortgage Loans as Buyer shall select, with the amount, if any, to be applied to the Repurchase Price of any particular Purchased Mortgage Loan(s) to be determined by Buyer, using such reasonable method of allocation as Buyer shall elect in its option sole discretion at the time. ▇▇▇▇▇’s election, in its sole and absolute discretion, re-determine the Market Value for not to make a Margin Call at any Purchased Asset in accordance with the definition of Market Value. If time there exists is a Margin Deficit with respect to shall not in any Purchased Asset, Purchaser may, by notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller way limit or impair its right to make a cash payment in reduction of the Repurchase Price of such Purchased Asset, so that after giving effect to such payment, no Margin Deficit shall exist with respect to such Purchased Asset. Seller shall have the opportunity to challenge the reduction of the Market Value of Call at any Purchased Asset by requesting that Purchaser, at Seller’s sole cost and expense, order (i) if such reduction in Market Value is related to a reduction in the value of the related Mortgaged Property, a third-party appraisal of the related Mortgaged Property or Mortgaged Properties or (ii) if such reduction is otherwise related to a reduction in the value of the Purchased Asset, a third-party valuation of the fair market value of the Purchased Asset. In the interim period while Purchaser is awaiting receipt of and considering such appraisal or valuation, Seller shall post with Purchaser the Margin Amount. In the event that Purchaser subsequently determines that a Credit Event has not occurred or that other time a Margin Deficit does not exist, the Margin Amount shall be returned to Seller exists (or such portion thereof as reflects the decrease in the applicable Margin Deficitstill exists). (b) If a Margin Call is given by Purchaser on any Business Day at or prior to 10 a.m. (New York City time), Seller shall cure the related Margin Deficit (which may be by repurchasing the related Purchased Asset in accordance with Article 3(d)) by no later than 5:00 p.m. (New York City time) on the same Business Day. For the avoidance of doubt, if a Margin Call is given by Purchaser on any Business Day after the time set forth above, such Margin Call shall be considered given prior to such time on the immediately following Business Day. (c) The failure or delay by Purchaser, on any one or more occasions, to exercise its rights under this Article 4 shall not change or alter the terms and conditions or limit or waive the right of Purchaser to do so at a later date or in any way create additional rights for Seller.

Margin Maintenance. (a) Purchaser may, at its option in its sole and absolute discretion, re-determine the Market Value for any Purchased Asset in accordance with the definition of Market Value. If there exists a Margin Deficit with respect to any Purchased Asset, Purchaser may, by notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller to make a cash payment in reduction of the Repurchase Price of such Purchased Asset, so that after giving effect to such payment, no Margin Deficit shall exist with respect to such Purchased Asset. Seller shall have the opportunity to challenge the reduction of the Market Value of any Purchased Asset by requesting that Purchaser, at Seller’s sole cost and expense, order (i) if such reduction in Market Value is related to a reduction in the value of the related Mortgaged Property, a third-party appraisal of the related Mortgaged Property or Mortgaged Properties or (ii) if such reduction is otherwise related to a reduction in the value of the Purchased Asset, a third-party valuation of the fair market value of the Purchased Asset. In the interim period while Purchaser is awaiting receipt of and considering such appraisal or valuation, Seller shall post with Purchaser the Margin Amount. In the event that Purchaser subsequently determines that a Credit Event has not occurred or that a Margin Deficit does not exist, the Margin Amount shall be returned to Seller (or such portion thereof as reflects the decrease in the applicable Margin Deficit). (b) If a Margin Call is given by Purchaser on any Business Day at or prior to 10 a.m. 12 p.m. (New York City time), Seller shall cure (at Seller’s election) utilize one of any combination of the related Margin Deficit (which may be by repurchasing the related Purchased Asset in accordance with Article 3(d)) following by no later than 5:00 p.m. (New York City time) on the same immediately following Business Day. For Day (the “Margin Deadline”) (for the avoidance of doubt, doubt if a Margin Call is given by Purchaser under Article 4(a) on any Business Day after the time set forth above, such Margin Call shall be considered given prior to such time on the immediately following Business Day), so that after giving effect to such transfer, payment or repurchase, no Margin Deficit shall be outstanding: (A) transfer to Purchaser cash collateral or a letter of credit issued by an institution approved by the Purchaser and in form and substance acceptable to Purchaser in its sole discretion in an amount equal to the Margin Deficit, (B) repurchase one of more Purchased Assets pursuant to Article 3(d), or (C) transfer to Purchaser cash in an amount equal to so much of the Margin Deficit as Seller is able to fund through Unrestricted Cash as of the Margin Deadline. If Seller exercises the option described in Article 4(b)(C), and the required cash payment to Purchaser exceeds the Unrestricted Cash available to the Seller to make such payment by the Margin Deadline, then so long as Seller or Guarantor delivers a written certification to the Purchaser on such date of the Margin Call providing evidence satisfactory to the Purchaser in its reasonable good faith discretion that Seller has access to cash, whether through a capital call by the Guarantor to its limited partners, a sale of assets or otherwise, in an amount equal to satisfy the Margin Deficit in full within three (3) Business Days following the related Margin Deadline, then no later than 5:00 p.m. (New York City time) on the third (3rd) Business Day following the related Margin Deadline, Seller shall transfer to Purchaser cash in an amount equal to the remaining outstanding Margin Deficit, if any; provided, however, that to the extent that Seller or Guarantor, as applicable, apply any amounts designated as Unrestricted Cash for the satisfaction of any margin call deficit made after the related Margin Deadline in respect of any other credit facility of Seller or Guarantor, as applicable, the remaining outstanding Margin Deficit shall become immediately due and payable to Purchaser. To the extent the Guarantor makes a capital call in order to satisfy the Margin Deficit, the failure of the limited partners of Guarantor to honor any capital call by Guarantor within the time set forth herein, and to the extent the related Margin Call is not otherwise satisfied by Seller, shall constitute an immediate Event of Default. (c) The failure or delay by Purchaser, on any one or more occasions, to exercise its rights under this Article 4 shall not change or alter the terms and conditions or limit or waive the right of Purchaser to do so at a later date or in any way create additional rights for Seller.

Margin Maintenance. (a) Purchaser Buyer may, at its option in its sole and absolute discretion, re-determine the Market Value for any Purchased Asset in accordance with the definition of Market Value. If there exists if a Margin Deficit with respect Event has occurred, at any time and from time to any Purchased Assettime. If a Margin Deficit Event then exists that results in a Margin Deficit that equals or exceeds the applicable Margin Deficit Threshold, Purchaser may, then Buyer may by notice to Seller substantially in the form of Exhibit VIII hereto VII (a “Margin CallDeficit Notice”), ) require Seller to make a cash payment in reduction of the Repurchase outstanding Purchase Price of for such Purchased AssetAsset such that, so that after giving effect to such payment, no Margin Deficit shall exist with respect to such the related Purchased Asset. Seller shall have perform the opportunity to challenge obligations under this Article 4(a) by the reduction close of the Market Value of any Purchased Asset by requesting that Purchaser, at Seller’s sole cost and expense, order (i) next succeeding Business Day if such reduction in Market Value is related to a reduction in the value of the related Mortgaged Property, a third-party appraisal of the related Mortgaged Property or Mortgaged Properties or (ii) if such reduction is otherwise related to a reduction in the value of the Purchased Asset, a third-party valuation of the fair market value of the Purchased Asset. In the interim period while Purchaser is awaiting receipt of and considering such appraisal or valuation, Seller shall post with Purchaser the Margin Amount. In the event that Purchaser subsequently determines that a Credit Event has not occurred or that a Margin Deficit does not existNotice was received by Seller prior to 3:00 p.m. New York City time, or, the second (2nd) succeeding Business Day if the Margin Amount shall be returned to Notice was received by Seller (or such portion thereof as reflects the decrease in the applicable Margin Deficit)after 3:00 p.m. New York City time. (b) If a Margin Call is given by Purchaser on any Business Day at or prior to 10 a.m. (New York City time), Seller shall cure the related Margin Deficit (which may be by repurchasing the related Purchased Asset in accordance with Article 3(d)) by no later than 5:00 p.m. (New York City time) on the same Business Day. For the avoidance of doubt, if a Margin Call is given by Purchaser on any Business Day after the time set forth above, such Margin Call shall be considered given prior to such time on the immediately following Business Day. (c) The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller.

Margin Maintenance. (a) Purchaser may, at its option in its sole and absolute discretion, re-determine the Market Value for any Purchased Asset in accordance with the definition of Market Value. If there exists a Margin Deficit Event with respect to any Purchased Asset, Purchaser may, by notice to Seller Sellers substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller Sellers to make a cash payment in reduction of the Repurchase Price of such Purchased Asset, Asset so that after giving effect to such payment, no Margin Deficit shall exist or be deemed to exist with respect to such Purchased Asset. Seller shall have the opportunity to challenge the reduction of the Market Value of any Purchased Asset by requesting that Purchaser, at Seller’s sole cost and expense, order (i) if such reduction in Market Value is related to a reduction in the value of the related Mortgaged Property, a third-party appraisal of the related Mortgaged Property or Mortgaged Properties or (ii) if such reduction is otherwise related to a reduction in the value of the Purchased Asset, a third-party valuation of the fair market value of the Purchased Asset. In the interim period while Purchaser is awaiting receipt of and considering such appraisal or valuation, Seller shall post with Purchaser the Margin Amount. In the event that Purchaser subsequently determines that a Credit Event has not occurred or that a Margin Deficit does not exist, the Margin Amount shall be returned to Seller (or such portion thereof as reflects the decrease in the applicable Margin Deficit). (b) If a Margin Call is given by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. 12:00 noon (New York City time), Seller Sellers shall cure the related Margin Deficit (which may be by repurchasing the related Purchased Asset as provided in accordance with Article 3(d)4(a) by no later than 5:00 p.m. (New York City time) on the same next succeeding Business Day. For the avoidance of doubt, if a Margin Call is given by Purchaser under Article 4(a) on any Business Day after the time set forth above12:00 noon (New York City time), such Margin Call shall be considered given prior to such time on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced and (ii) the event that resulted in such reduction in Market Value has been cured or otherwise remedied such that the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets as determined by Purchaser in accordance with the terms hereof (the amount of such excess, the “Margin Excess”), then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, and such transfer shall be reflected as an increase in the outstanding Purchase Price of such Purchased Asset. Any such transfer of cash by Purchaser shall be limited to once per calendar quarter and subject to the following conditions: (i) the transfer is in an amount that is at least equal to $1 million; (ii) immediately after giving effect to the requested Purchase Price increase, the aggregate outstanding Purchase Price of the related Purchased Asset shall not exceed (x) the Margin Amount of such Purchased Asset and (y) in the case of a Sidecar Asset, the amount of the related Sidecar Facility with respect to such Sidecar Asset; (iii) immediately after giving effect to the requested Purchase Price increase, the sum, without duplication, of (x) the aggregate outstanding Purchase Price for all outstanding Transactions (including, for the avoidance of doubt, in respect of Sidecar Assets) and (y) the requested Purchase Price increase shall not exceed an amount equal to the Maximum Facility Purchase Price; (iv) no event shall have occurred which has, or would reasonably be expected to have a Material Adverse Effect; (v) no Default or Event of Default shall have occurred and be continuing as of the related Purchase Price increase date or will occur as a result of such Purchase Price increase; (vi) no Margin Deficit Event shall exist immediately prior to or after giving effect to the requested Purchase Price increase (other than any Margin Deficit Event that would be cured as a result of the application of proceeds of such Purchase Price increase as directed by Seller); and (vii) all representations and warranties (except to the extent set forth in the Requested Exceptions Report attached to the related Confirmation) made by any Seller Party in the Transaction Documents shall be true, correct, complete and accurate on and as of the related Purchase Price increase date 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). (d) The failure or delay by Purchaser, on any one or more occasions, to exercise its rights under this Article 4 shall not change or alter the terms and conditions or limit or waive the right of Purchaser to do so at a later date or in any way create additional rights for any Seller.

Margin Maintenance. (a) Purchaser may, If at its option in its sole and absolute discretion, re-determine any time the Market aggregate outstanding amount of the Purchase Price of the Note is greater than the Asset Value for any Purchased Asset in accordance with the definition of Market Value. If there exists related Transaction (such excess, a “Margin Deficit with respect to any Purchased AssetDeficit”), Purchaser may, then the Administrative Agent may by notice to Seller substantially require Seller to transfer to the Administrative Agent for the benefit of Buyer cash in an amount at least equal to the form of Exhibit VIII hereto Margin Deficit (such requirement, a “Margin Call”), require Seller to make a cash payment in reduction of the Repurchase Price of such Purchased Asset, so that after giving effect to such payment, no Margin Deficit shall exist with respect to such Purchased Asset. Seller shall have the opportunity to challenge the reduction of the Market Value of any Purchased Asset by requesting that Purchaser, at Seller’s sole cost and expense, order (i) if such reduction in Market Value is related to a reduction in the value of the related Mortgaged Property, a third-party appraisal of the related Mortgaged Property or Mortgaged Properties or (ii) if such reduction is otherwise related to a reduction in the value of the Purchased Asset, a third-party valuation of the fair market value of the Purchased Asset. In the interim period while Purchaser is awaiting receipt of and considering such appraisal or valuation, Seller shall post with Purchaser the Margin Amount. In the event that Purchaser subsequently determines that a Credit Event has not occurred or that a Margin Deficit does not exist, the Margin Amount shall be returned to Seller (or such portion thereof as reflects the decrease in the applicable Margin Deficit). (b) If Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call is Call, any notice given by Purchaser on any Business Day at or prior to 10 a.m. before 5:00 p.m. (New York City time)) on a Business Day shall be met, Seller shall cure and the related Margin Deficit (which may be by repurchasing the related Purchased Asset in accordance with Article 3(d)) by Call satisfied, no later than 5:00 p.m. (New York City time) on the same following Business Day. For With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the avoidance related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of doubt, if such notice. The foregoing time requirements for satisfaction of a Margin Call is given by Purchaser on any Business Day after are referred to as the time set forth above, such “Margin Call shall be considered given prior to such time on the immediately following Business Day. (c) Deadlines”. The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit (provided that the Buyer shall pay interest thereon at the overnight federal funds rate), or (ii) may be applied by Buyer or the Administrative Agent on its behalf against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05.

Margin Maintenance. (a) Purchaser may, If at its option in its sole and absolute discretion, re-determine the Market Value for any Purchased Asset in accordance with the definition of Market Value. If there exists time a Margin Deficit with respect to any Purchased AssetEvent has occurred as a result of the occurrence of a Credit Event, Purchaser may, Buyer may by notice to Seller substantially in the form of Exhibit VIII hereto VII (a “Margin Deficit Notice”), make a margin call to Seller (a “Margin Call”). Upon receipt of a Margin Deficit Notice, require Seller shall, no later than the Margin Deadline be required to either: (i) repurchase the Purchased Asset giving rise to such Margin Deficit at its Repurchase Price, (ii) make a cash payment in reduction of the Repurchase outstanding Purchase Price of for such Purchased Asset, so that (iii) subject to the satisfaction of the Margin Excess Requirements, use any applicable Margin Excess to satisfy the related Margin Deficit by increasing the Purchase Price of one or more Purchased Assets for which Margin Excess exists by the amount of available Margin Excess up to the amount of the Margin Deficit, or (iv) choose any combination of the foregoing, as Seller may elect, such that, after giving effect to such paymenttransfers, repurchases and payments, no Margin Deficit shall exist with respect to such Purchased Asset. Seller shall have the opportunity to challenge the reduction of the Market Value of any Purchased Asset by requesting exist, provided that Purchaser, at Seller’s sole cost if a Margin Maintenance Event has occurred and expense, order (i) if such reduction in Market Value is related to a reduction in the value of the related Mortgaged Property, a third-party appraisal of the related Mortgaged Property or Mortgaged Properties or (ii) if such reduction is otherwise related to a reduction in the value of the Purchased Asset, a third-party valuation of the fair market value of the Purchased Asset. In the interim period while Purchaser is awaiting receipt of and considering such appraisal or valuationcontinuing, Seller shall post with Purchaser the Margin Amount. In the event that Purchaser subsequently determines that a Credit Event has not occurred or that a Margin Deficit does not exist, the Margin Amount shall be returned to Seller (or such portion thereof as reflects the decrease in satisfy the applicable Margin Deficit). (b) If a Margin Call is given by Purchaser on any Business Day at or prior to 10 a.m. (New York City time), Seller shall cure the related Margin Deficit (which may be by repurchasing the related Purchased Asset in accordance with Article 3(d)) by no later than 5:00 p.m. (New York City time) on Section 6 of the same Business DayFee Letter. For the avoidance of doubt, Buyer may determine if a Credit Event or Margin Call is given by Purchaser on Deficit Event has occurred, at any Business Day after the time set forth aboveand from time to time, such Margin Call shall be considered given prior to such time on the immediately following Business Dayin its sole good faith discretion. (cb) The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder (including the right to make Margin Calls and determine the existence of a Credit Event or a Margin Deficit Event), shall not change or alter the terms and conditions to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller.

Margin Maintenance. (a) Purchaser may, at its option in its sole and absolute discretion, re-determine the Market Value for any Purchased Asset in accordance with the definition of Market Value. If there exists a Margin Deficit with respect to any Purchased Asset, Purchaser may, by notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller to make a cash payment in reduction of the Repurchase Price of such Purchased Asset, so that after giving effect to such payment, no Margin Deficit shall exist with respect to such Purchased Asset. Seller shall have the opportunity to challenge the reduction of the Market Value of any Purchased Asset by requesting that Purchaser, at Seller’s sole cost and expense, order (i) if such reduction in Market Value is related to a reduction in the value of the related Mortgaged Property, a third-party appraisal of the related Mortgaged Property or Mortgaged Properties or (ii) if such reduction is otherwise related to a reduction in the value of the Purchased Asset, a third-party valuation of the fair market value of the Purchased Asset. In the interim period while Purchaser is awaiting receipt of and considering such appraisal or valuation, Seller shall post with Purchaser the Margin Amount. In the event that Purchaser subsequently determines that a Credit Event has not occurred or that a Margin Deficit does not exist, the Margin Amount shall be returned to Seller (or such portion thereof as reflects the decrease in the applicable Margin Deficit). (b) If a Margin Call is given by Purchaser on any Business Day at or prior to 10 a.m. 12 p.m. (New York City time), Seller shall cure (at Seller’s election) utilize one of any combination of the related Margin Deficit (which may be by repurchasing the related Purchased Asset in accordance with Article 3(d)) following by no later than 5:00 p.m. (New York City time) on the same immediately following Business Day. For Day (the “Margin Deadline”) (for the avoidance of doubt, doubt if a Margin Call is given by Purchaser under Article 4(a) on any Business Day after the time set forth above, such Margin Call shall be considered given prior to such time on the immediately following Business Day), so that after giving effect to such transfer, payment or repurchase, no Margin Deficit shall be outstanding: (A) transfer to Purchaser cash collateral or a letter of credit issued by an institution approved by the Purchaser and in form and substance acceptable to Purchaser in its sole discretion in an amount equal to the Margin Deficit, (B) repurchase one of more Purchased Assets pursuant to Article 3(d), or (C) transfer to Purchaser cash in an amount equal to so much of the Margin Deficit as Seller is able to fund through Unrestricted Cash as of the Margin Deadline. If Seller exercises the option described in Article 4(b)(C), and the required cash payment to Purchaser exceeds the Unrestricted Cash available to the Seller to make such payment by the Margin Deadline, then so long as Seller or Guarantor delivers a written certification to the Purchaser on such date of the Margin Call providing evidence satisfactory to the Purchaser in its reasonable good faith discretion that Seller has access to cash, whether through a capital call by the Guarantor to its limited partners, a sale of assets, a draw on a subscription or similar facility, or otherwise, in an amount equal to satisfy the Margin Deficit in full within three (3) Business Days following the related Margin Deadline, then no later than 5:00 p.m. (New York City time) on the third (3rd) Business Day following the related Margin Deadline, Seller shall transfer to Purchaser cash in an amount equal to the remaining outstanding Margin Deficit, if any; provided, however, that (i) until such Margin Deficit has been satisfied in full, Seller shall notify Purchaser in writing within one (1) Business Day in the event that Guarantor receives notice of a margin call (or similar exercise of remedies) with respect to any other credit facility for which Guarantor is a guarantor and (ii) to the extent that Seller or Guarantor, as applicable, apply any amounts designated as Unrestricted Cash for the satisfaction of any margin call deficit made after the related Margin Deadline in respect of any other credit facility of Seller or Guarantor, as applicable(or similar exercise of remedies), the remaining outstanding Margin Deficit shall become immediately due and payable to Purchaser. To the extent the Guarantor makes a capital call in order to satisfy the Margin Deficit, the failure of the limited partners of Guarantor to honor any capital call by Guarantor within the time set forth herein, and to the extent the related Margin Call is not otherwise satisfied by Seller, shall constitute an immediate Event of Default. (c) The failure or delay by Purchaser, on any one or more occasions, to exercise its rights under this Article 4 shall not change or alter the terms and conditions or limit or waive the right of Purchaser to do so at a later date or in any way create additional rights for Seller.