Common use of Margin Maintenance Clause in Contracts

Margin Maintenance. (a) If at any time the aggregate outstanding amount of the Purchase Price of the Note is greater than the related Asset Value or the Maximum Purchase Price (such excess, a “Margin Deficit”) by $250,000 or more, then Buyer may by notice to Seller require Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”). (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 4:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 3:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later 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 or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, B▇▇▇▇ 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) If at any time the aggregate outstanding amount of the Aggregate Facility Purchase Price of the Note is greater than the related aggregate Asset Value or of all Purchased Mortgage Loans subject to Transactions (the Maximum Purchase Price (positive amount of such excessdifference, a “Margin Deficit”) by $250,000 or more), and such Margin Deficit is greater than the Minimum Margin Threshold, then Buyer may by written notice to Seller (as such notice is more particularly set forth below, a “Margin Call”), require Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirementamount, a “Margin CallPayment”); provided, that, notwithstanding the foregoing, Buyer may determine the Asset Value and any related Margin Deficit on an individual loan basis for any Purchased Mortgage Loan, in which event it shall, upon receipt, apply all amounts received with respect to any individual Purchased Mortgage Loans against the Purchase Price thereof. (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to If Buyer delivers a Margin Call, any notice given before Call to Seller on or prior to 10:00 a.m. (New York City time) on a any Business Day Day, then Seller shall be met, and transfer the related Margin Call satisfied, Payment to Buyer or its designee no later than 4:00 5:30 p.m. (New York City time) on such Business Day. In the event Buyer delivers a Margin Call to Seller after 10:00 a.m. (New York City time) on any Business Day, Seller shall be required to transfer the Margin Payment no later than 2:00 p.m. (New York City time) on the following Business Day. With . (c) Seller shall transfer any Margin Payment to the account of Buyer that is referenced in Section 10(a) of this Agreement. (d) In the event that a Margin Deficit exists with respect to a Margin Callany Purchased Mortgage Loans, Buyer may retain any notice given after 10:00 a.m. funds received by it to which the Seller would otherwise be entitled hereunder, which funds (New York City timei) on a Business Day shall be met, and held by Buyer against the related Margin Call satisfiedDeficit and (ii) may be applied by Buyer against the Repurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, no later than 3:00 p.m. (New York City time) on B▇▇▇▇ retains the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of right, in its sole discretion, to make a Margin Call are referred to as in accordance with the “Margin Deadlines”. provisions of this Section 7. (e) The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which of this Agreement is subject or limit the right of Buyer to do so at a later 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 or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, B▇▇▇▇ 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, 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 at there exists a Margin Deficit with respect to any time the aggregate outstanding amount of the Purchase Price of the Note is greater than the related Asset Value or the Maximum Purchase Price (such excessPurchased Asset, a “Margin Deficit”) by $250,000 or morePurchaser may, then Buyer may by notice to Seller require Seller to transfer to Buyer cash substantially in an amount at least equal to the Margin Deficit form of Exhibit VIII hereto (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) Notice delivered pursuant to Section 2.05(a) may be If a Margin Call is given by Purchaser on any written Business Day at or electronic means. With respect prior to a Margin Call, any notice given before 10:00 10 a.m. (New York City time) on a Business Day ), Seller shall be met, and cure the related Margin Call satisfied, Deficit (which may be by repurchasing the related Purchased Asset in accordance with Article 3(d)) by no later than 4:00 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. With respect to a Margin Call, any notice given after 10:00 a.m. . (New York City timec) on a Business Day shall be met, and the related Margin Call satisfied, no later than 3:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyeror delay by Purchaser, on any one or more occasions, to exercise its rights hereunder, under this Article 4 shall not change or alter the terms and conditions to which this Agreement is subject or limit or waive the right of Buyer Purchaser to do so at a later 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 date 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 or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, B▇▇▇▇ 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, 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 at there exists a Margin Deficit with respect to any time the aggregate outstanding amount of the Purchase Price of the Note is greater than the related Asset Value or the Maximum Purchase Price (such excessPurchased Asset, a “Margin Deficit”) by $250,000 or morePurchaser may, then Buyer may by notice to Seller require Seller to transfer to Buyer cash substantially in an amount at least equal to the Margin Deficit form of Exhibit VIII hereto (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) Notice delivered pursuant to Section 2.05(a) may be If a Margin Call is given by Purchaser on any written Business Day at or electronic means. With respect prior to a Margin Call, any notice given before 10:00 a.m. 12 p.m. (New York City time), Seller shall (at Seller’s election) on a Business Day shall be met, and utilize one of any combination of the related Margin Call satisfied, following by no later than 4:00 5:00 p.m. (New York City time) on the immediately following Business Day (the “Margin Deadline”) (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 above, such Margin Call shall be considered given prior to such time on the immediately following Business Day. With respect ), so that after giving effect to a such transfer, payment or repurchase, no Margin Call, any notice given after 10:00 a.m. (New York City time) on a Business Day Deficit shall be metoutstanding: (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 Call satisfiedDeadline, then no later than 3:00 5:00 p.m. (New York City time) on the second third (2nd3rd) Business Day following the date 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 such notice. The foregoing time requirements 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 are referred to as the “Margin Deadlines”. is not otherwise satisfied by Seller, shall constitute an immediate Event of Default. (c) The failure of Buyeror delay by Purchaser, on any one or more occasions, to exercise its rights hereunder, under this Article 4 shall not change or alter the terms and conditions to which this Agreement is subject or limit or waive the right of Buyer Purchaser to do so at a later 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 date 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 or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, B▇▇▇▇ 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) If at any time the aggregate outstanding amount of the Purchase Price of the Note is greater than the related Asset Value or the Maximum Purchase Price (such excess, a “Margin Deficit”) by $250,000 or more, then Buyer may by notice to be given by Buyer to Seller require under Section 4(a) is given at or before 9:00 a.m. Houston, Texas time on a Business Day, Seller to shall transfer to Buyer cash in an amount at least equal and/or, if acceptable to Buyer, Additional Purchased Mortgage Loans, before 5:00 p.m. Houston, Texas time on the Margin Deficit (date of such requirement, a “Margin Call”). (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 10:00 a.m. (New York City time) on a Business Day shall be metnotice, and the related Margin Call satisfiedif such notice is given after 9:00 a.m. Houston, no later than 4:00 p.m. (New York City Texas time) , Seller shall transfer such cash and/or Additional Purchased Mortgage Loans before 9:30 a.m. Houston, Texas time on the following Business Day. With respect to a Margin Call, any notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 3:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction 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 a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunderDefault has occurred and is continuing, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later 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 or (ii) may be applied by Buyer against to reduce pro rata the Purchase PriceRepurchase 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). Notwithstanding Following the foregoingoccurrence and during the continuance of any Event of Default, Bany 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 sole discretion at the time. ▇▇▇▇ retains the right▇▇’s election, in its sole and absolute discretion, not to make a Margin Call at any time there is a Margin Deficit shall not in accordance with the provisions of this Section 2.05any way limit or impair its right to make a Margin Call at any other time a Margin Deficit exists (or still exists).

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount Market Value of the Purchase Price of the Note any Purchased Mortgage Loan subject to a Transaction is greater less than the related Asset Value or the Maximum Purchase Price Buyer’s Margin Amount for such Transaction (such excess, a “Margin Deficit”) by $250,000 or more), then Buyer may by notice to any Seller require Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”)) . (b) b. Notice delivered pursuant to Section 2.05(a6(a) may be given by any written or electronic means. With respect to a Margin Call, any Any notice given before 10:00 a.m. (New York City Eastern time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 4:00 5:00 p.m. (New York City Eastern time) on the following such Business Day. With respect to a Margin Call, any ; notice given after 10:00 a.m. (New York City Eastern time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 3:00 5:00 p.m. (New York City Eastern time) on the second (2nd) following Business Day following (the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later 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) c. In the event that a Margin Deficit existsexists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer against the related Margin Deficit or and (ii) may be applied by Buyer against any Purchased Mortgage Loan for which the Purchase Pricerelated Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, B▇▇▇▇ the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056.

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 at there exists a Margin Deficit with respect to any time the aggregate outstanding amount of the Purchase Price of the Note is greater than the related Asset Value or the Maximum Purchase Price (such excessPurchased Asset, a “Margin Deficit”) by $250,000 or morePurchaser may, then Buyer may by notice to Seller require Seller to transfer to Buyer cash substantially in an amount at least equal to the Margin Deficit form of Exhibit VIII hereto (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) Notice delivered pursuant to Section 2.05(a) may be If a Margin Call is given by Purchaser on any written Business Day at or electronic means. With respect prior to a Margin Call, any notice given before 10:00 a.m. 12 p.m. (New York City time), Seller shall (at Seller’s election) on a Business Day shall be met, and utilize one of any combination of the related Margin Call satisfied, following by no later than 4:00 5:00 p.m. (New York City time) on the immediately following Business Day (the “Margin Deadline”) (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 above, such Margin Call shall be considered given prior to such time on the immediately following Business Day. With respect ), so that after giving effect to a such transfer, payment or repurchase, no Margin Call, any notice given after 10:00 a.m. (New York City time) on a Business Day Deficit shall be metoutstanding: (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 Call satisfiedDeadline, then no later than 3:00 5:00 p.m. (New York City time) on the second third (2nd3rd) Business Day following the date of such notice. The foregoing time requirements 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 are referred to as the “Margin Deadlines”. is not otherwise satisfied by Seller, shall constitute an immediate Event of Default. (c) The failure of Buyeror delay by Purchaser, on any one or more occasions, to exercise its rights hereunder, under this Article 4 shall not change or alter the terms and conditions to which this Agreement is subject or limit or waive the right of Buyer Purchaser to do so at a later 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 date 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 or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, B▇▇▇▇ 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) If at any time the aggregate outstanding amount of the Purchase Price of the Note is greater than the related Asset Value or the Maximum Purchase Price (such excess, a “Margin Deficit”) by $250,000 or more, then Buyer may by notice to Seller require Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”). (b) Notice delivered pursuant to Section 2.05(a) may be given by any written Buyer to Seller under Section 4(a) is given at or electronic means. With respect to a Margin Call, any notice given before 10:00 11:00 a.m. (New York City Eastern time) on a Business Day Day, Seller shall be mettransfer cash and/or, and the related Margin Call satisfiedif acceptable to Buyer, no later than 4:00 Additional Purchased Mortgage Loans to Buyer before 6:00 p.m. (New York City Eastern time) on the following Business Day. With respect to a Margin Calldate of such notice, any and if such notice is given after 10:00 11:00 a.m. (New York City Eastern time) on a Business Day ), Seller shall be met, and the related Margin Call satisfied, no later than 3:00 p.m. transfer such cash and/or Additional Purchased Mortgage Loans before 10:30 a.m. (New York City Eastern time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction 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 a Margin Call are referred to as the “Margin Deadlines”. The failure of BuyerDefault has occurred and is continuing, on any one or more occasions, to exercise its rights hereunder, if received by 3:30 p.m. (Eastern Time) shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay be applied by Buyer on the Business Day received to exercise its rights hereunder shall not limit reduce pro rata the Purchase Prices of all Purchased Mortgage Loans that are then subject to outstanding Transactions, 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 existsif received after such time, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may will be held by Buyer against in the related Margin Deficit or (ii) Operating Account as security for the Obligations until the next Business Day after such deposit, when it will be so applied. Following the occurrence and during the continuance of any Event of Default, any such cash may be applied to reduce the Repurchase Price of such Purchased Mortgage Loans as Buyer shall select, with the amount to be applied to the Repurchase Price of any particular Purchased Mortgage Loan to be determined by Buyer, using such reasonable method of allocation as Buyer against shall elect in its sole discretion at the Purchase Pricetime. Notwithstanding the foregoing, B▇▇▇▇ retains the rightBuyer’s election, in its sole and absolute discretion, not to make a Margin Call at any time there is a Margin Deficit shall not in accordance with the provisions of this Section 2.05any way limit or impair its right to make a Margin Call at any other time a Margin Deficit exists (or still exists).

Margin Maintenance. (a) If at any time the aggregate outstanding amount of the Aggregate Facility Purchase Price of the Note is greater than the related aggregate Asset Value or of all Purchased Mortgage Loans subject to Transactions (the Maximum Purchase Price (positive amount of such excessdifference, a “Margin Deficit”) by $250,000 or more), and such Margin Deficit is greater than the Minimum Margin Threshold, then Buyer may by written notice to Seller (as such notice is more particularly set forth below, a “Margin Call”), require Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirementamount, a “Margin CallPayment”); provided, that, notwithstanding the foregoing, Buyer may determine the Asset Value and any related Margin Deficit on an individual loan basis for any Purchased Mortgage Loan, in which event it shall, upon receipt, apply all amounts received with respect to any individual Purchased Mortgage Loans against the Purchase Price thereof. (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to If Buyer delivers a Margin Call, any notice given before Call to Seller on or prior to 10:00 a.m. (New York City time) on a any Business Day Day, then Seller shall be met, and transfer the related Margin Call satisfied, Payment to Buyer or its designee no later than 4:00 5:30 p.m. (New York City time) on such Business Day. In the event Buyer delivers a Margin Call to Seller after 10:00 a.m. (New York City time) on any Business Day, Seller shall be required to transfer the Margin Payment no later than 2:00 p.m. (New York City time) on the following Business Day. With . (c) Seller shall transfer any Margin Payment to the account of Buyer that is referenced in Section 10(a) of this Agreement. (d) In the event that a Margin Deficit exists with respect to a Margin Callany Purchased Mortgage Loans, Buyer may retain any notice given after 10:00 a.m. funds received by it to which the Seller would otherwise be entitled hereunder, which funds (New York City timei) on a Business Day shall be met, and held by Buyer against the related Margin Call satisfiedDeficit and (ii) may be applied by Buyer against the Repurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, no later than 3:00 p.m. (New York City time) on Buyer retains the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of right, in its sole discretion, to make a Margin Call are referred to as in accordance with the “Margin Deadlines”. provisions of this Section 7. (e) The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which of this Agreement is subject or limit the right of Buyer to do so at a later 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 or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, B▇▇▇▇ 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) a. If at any time the aggregate outstanding amount Market Value of the Purchase Price of the Note any Purchased Mortgage Loan subject to a Transaction is greater less than the related Asset Value or the Maximum Purchase Price Buyer’s Margin Amount for such Transaction (such excess, a “Margin Deficit”) by $250,000 or more), then Buyer may by notice to Seller require Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”)) . (b) b. Notice delivered pursuant to Section 2.05(a6(a) above may be given by any written or electronic means. With respect to a Margin Call, any Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 4:00 5:00 p.m. (New York City time) on the following such Business Day. With respect to a Margin Call, any ; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 3:00 5:00 p.m. (New York City time) on the second (2nd) following Business Day following (the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later 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) c. In the event that a Margin Deficit existsexists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer against the related Margin Deficit or and (ii) may be applied by Buyer against the Purchase PriceRepurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, B▇▇▇▇ the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056.

Margin Maintenance. (a) If at any time the aggregate outstanding amount of the Aggregate Facility Purchase Price of the Note is greater than the related aggregate Asset Value or of all Purchased Mortgage Loans subject to Transactions (the Maximum Purchase Price (positive amount of such excessdifference, a “Margin Deficit”) by $250,000 or more), and such Margin Deficit is greater than the Minimum Margin Threshold, then Buyer may by written notice to Seller (as such notice is more particularly set forth below, a “Margin Call”), require Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirementamount, a “Margin CallPayment”); provided, that, notwithstanding the foregoing, Buyer may determine the Asset Value and any related Margin Deficit on an individual loan basis for any Purchased Mortgage Loan, in which event it shall, upon receipt, apply all amounts received with respect to any individual Purchased Mortgage Loans against the Purchase Price thereof. (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to If Buyer delivers a Margin Call, any notice given before Call to Seller on or prior to 10:00 a.m. (New York City time) on a any Business Day Day, then Seller shall be met, and transfer the related Margin Call satisfied, Payment to Buyer or its designee no later than 4:00 5:30 p.m. (New York City time) on such Business Day. In the event Buyer delivers a Margin Call to Seller after 10:00 a.m. (New York City time) on any Business Day, Seller shall be required to transfer the Margin Payment no later than 2:00 p.m. (New York City time) on the following Business Day. With . (c) Seller shall transfer any Margin Payment to the account of Buyer that is referenced in Section 10(a) of this Agreement. (d) In the event that a Margin Deficit exists with respect to a Margin Callany Purchased Mortgage Loans, Buyer may retain any notice given after 10:00 a.m. funds received by it to which the Seller would otherwise be entitled hereunder, which funds (New York City timei) on a Business Day shall be met, and held by Buyer against the related Margin Call satisfiedDeficit and (ii) may be applied by Buyer against the Repurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, no later than 3:00 p.m. (New York City time) on ▇▇▇▇▇ retains the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of right, in its sole discretion, to make a Margin Call are referred to as in accordance with the “Margin Deadlines”. provisions of this Section 7. (e) The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which of this Agreement is subject or limit the right of Buyer to do so at a later 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 or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, B▇▇▇▇ 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) If at any time the aggregate outstanding amount of the Purchase Price of the Note is greater than the related Asset Value or for the Maximum Purchase Price related Transaction (such excess, a “Margin Deficit”) by $250,000 or more), then Buyer the Administrative Agent may by notice to Seller require Seller to transfer to the Administrative Agent for the benefit of Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”). (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 10:00 a.m. 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 4:00 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 10:00 a.m. 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 3:00 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later 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, B▇▇▇▇ 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, 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 at there exists a Margin Deficit Event with respect to any time the aggregate outstanding amount of the Purchase Price of the Note is greater than the related Asset Value or the Maximum Purchase Price (such excessPurchased Asset, a “Margin Deficit”) by $250,000 or morePurchaser may, then Buyer may by notice to Seller require Seller to transfer to Buyer cash Sellers substantially in an amount at least equal to the Margin Deficit form of Exhibit VIII hereto (such requirement, a “Margin Call”), require Sellers 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 or be deemed to exist with respect to such Purchased Asset. (b) Notice delivered pursuant to Section 2.05(a) may be If a Margin Call is given by Purchaser under Article 4(a) on any written Business Day at or electronic means. With respect prior to a Margin Call, any notice given before 10:00 a.m. 12:00 noon (New York City time) on a Business Day ), Sellers shall be met, and cure the related Margin Call satisfied, Deficit as provided in Article 4(a) by no later than 4:00 5:00 p.m. (New York City time) on the following next succeeding Business Day. With respect to For the avoidance of doubt, if a Margin Call, Call is given by Purchaser under Article 4(a) on any notice given Business Day after 10:00 a.m. 12:00 noon (New York City time) on a Business Day ), such Margin Call shall be met, and the related Margin Call satisfied, no later than 3:00 p.m. (New York City time) considered given prior to such time on the second immediately following Business Day. (2ndc) Business Day following From time to time, if (i) the date 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 notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as excess, the “Margin DeadlinesExcess”), 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 of Buyeror delay by Purchaser, on any one or more occasions, to exercise its rights hereunder, under this Article 4 shall not change or alter the terms and conditions to which this Agreement is subject or limit or waive the right of Buyer Purchaser to do so at a later 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 date or in any way create additional rights for any 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 or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, B▇▇▇▇ 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) If Buyer may, at its option in its sole discretion, determine if a Margin Deficit Event has occurred, at any time and from time to time. If a Margin Deficit Event then exists that results in a Margin Deficit that equals or exceeds the aggregate outstanding amount of the Purchase Price of the Note is greater than the related Asset Value or the Maximum Purchase Price (such excess, a “applicable Margin Deficit”) by $250,000 or moreDeficit Threshold, then Buyer may by notice to Seller in the form of Exhibit VII (a “Margin Deficit Notice”) require Seller to transfer make a cash payment in reduction of the outstanding Purchase Price for such Purchased Asset such that, after giving effect to Buyer cash in an amount at least equal such payment, no Margin Deficit shall exist with respect to the related Purchased Asset. Seller shall perform the obligations under this Article 4(a) by the close of the next succeeding Business Day if the Margin Deficit Notice was received by Seller prior to 3:00 p.m. New York City time, or, the second (such requirement, a “2nd) succeeding Business Day if the Margin Call”)Notice was received by Seller after 3:00 p.m. New York City time. (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 4:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 3:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later 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 or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, B▇▇▇▇ 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) If at any time the aggregate outstanding amount of the Aggregate Facility Purchase Price of the Note is greater than the related aggregate Asset Value or of all Purchased Mortgage Loans subject to Transactions (the Maximum Purchase Price (positive amount of such excessdifference, a “Margin Deficit”) by $250,000 or more), and such Margin Deficit is greater than the Minimum Margin Threshold, then Buyer may by written notice to Seller (as such notice is more particularly set forth below, a “Margin Call”), require Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirementamount, a “Margin CallPayment”); provided, that, notwithstanding the foregoing, Buyer may determine the Asset Value and any related Margin Deficit on an individual loan basis for any Purchased Mortgage Loan, in which event it shall, upon receipt, apply all amounts received with respect to any individual Purchased Mortgage Loans against the Purchase Price thereof. (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to If Buyer delivers a Margin Call, any notice given before Call to Seller on or prior to 10:00 a.m. (New York City time) on a any Business Day Day, then Seller shall be met, and transfer the related Margin Call satisfied, Payment to Buyer or its designee no later than 4:00 5:30 p.m. (New York City time) on such Business Day. In the event Buyer delivers a Margin Call to Seller after 10:00 a.m. (New York City time) on any Business Day, Seller shall be required to transfer the Margin Payment no later than 2:00 p.m. (New York City time) on the following Business Day. With . (c) Seller shall transfer any Margin Payment to the account of Buyer that is referenced in Section 10(a) of this Agreement. (d) In the event that a Margin Deficit exists with respect to a Margin Callany Purchased Mortgage Loans, Buyer may retain any notice given after 10:00 a.m. funds received by it to which the Seller would otherwise be entitled hereunder, which funds (New York City timei) on a Business Day shall be met, and held by Buyer against the related Margin Call satisfiedDeficit and (ii) may be applied by Buyer against the Repurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, no later than 3:00 p.m. (New York City time) on Buyer retains the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of right, in its sole discretion, to make a Margin Call are referred to as in accordance with the “Margin Deadlines”provisions of this Section 7. (e) The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which of this Agreement is subject or limit the right of Buyer to do so at a later 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. Section 8. Taxes. 39 (a) Any and all payments by Seller under or in respect of this Agreement or any other Facility Documents to which Seller is a party shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto, whether now or hereafter imposed, levied, collected, withheld or assessed by any taxation authority or other Governmental Authority (collectively, “Taxes”), unless required by law. If Seller shall be required under any applicable Requirement of Law to deduct or withhold any Taxes from or in respect of any sum payable under or in respect of this Agreement or any of the other Facility Documents to Buyer, (i) Seller shall make all such deductions and withholdings in respect of Taxes, (ii) Seller shall pay the full amount deducted or withheld in respect of Taxes to the relevant taxation authority or other Governmental Authority in accordance with any applicable Requirement of Law, and (iii) the sum payable by Seller shall be increased as may be necessary so that after Seller has made all required deductions and withholdings (including deductions and withholdings applicable to additional amounts payable under this Section 8) Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made in respect of Non-Excluded Taxes. For purposes of this Agreement (i) the term “Non-Excluded Taxes” are (a) Taxes other than Excluded Taxes and (b) to the extent not otherwise described in (a), Other Taxes, and (ii) the term “Excluded Taxes” are, in the case of Buyer, (a) Taxes that are imposed on its overall net income (and franchise taxes and branch profits taxes imposed in lieu thereof) by the jurisdiction under the laws of which Buyer is organized or of its applicable lending office, or any political subdivision thereof, or that are Taxes imposed as a result of a present or former connection between the Buyer and the jurisdiction imposing such Tax unless such Taxes are imposed as a result of Buyer having executed, delivered or performed its obligations or received payments under, or enforced, this Agreement or any of the other Facility Documents (in which case such Taxes will be treated as Non-Excluded Taxes), (b) Taxes imposed on amounts payable to or for the account of Buyer with respect to an applicable interest in a Facility Document pursuant to a law in effect on the date on which Buyer acquires such interest in a Facility Document other than amounts with respect to such Taxes that were payable to such Buyer's assignor immediately before such Buyer became a party hereto, (c) Taxes attributable to a Buyer’s failure to provide Seller with the appropriate form, certificate or other document described in subsection (e) of this Section 8, and (d) any withholding Taxes imposed under FATCA. (b) In addition, Seller hereby agrees to pay any present or future stamp, recording, documentary, excise, property or value-added taxes, or similar taxes, charges or levies that arise from any payment made under or in respect of this Agreement or any other Facility Document or from the execution, delivery or registration of, any performance under, or otherwise with respect to, this Agreement or any other Facility Document (collectively, “Other Taxes”). (c) In Seller hereby agrees to indemnify Buyer for, and to hold it harmless against, the event that full amount of Non-Excluded Taxes, and the full amount of 40 (d) Within thirty (30) days after the date of any payment of Taxes, Seller (or any Person making such payment on behalf of Seller) shall furnish to Buyer for its own account a Margin Deficit existscertified copy of the official receipt evidencing payment thereof. (e) For purposes of subsection (e) of this Section 8, the terms “United States” and “United States person” shall have the meanings specified in section 7701 of the Code. Each Buyer may retain (including for avoidance of doubt any funds received by it assignee, successor or participant) shall deliver or cause to which be delivered to Seller would otherwise be entitled hereunder, which funds the following properly completed and duly executed documents: (i) may be held by in the case of a Buyer against that is not a United States person, or is a foreign disregarded entity for U.S. federal income tax purposes that is entitled to provide such form, a complete and executed copy of (x) U.S. Internal Revenue Form W-8BEN or U.S. Internal Revenue Form W-8BEN-E in which Buyer claims the related Margin Deficit benefits of a tax treaty with the United States, if applicable, providing for a zero or reduced rate of withholding (or any successor forms thereto), including all appropriate attachments or (y) a U.S. Internal Revenue Service Form W-8ECI (or any successor forms thereto); or (ii) may be applied by in the case of an individual, (x) a complete and executed copy of U.S. Internal Revenue Service Form W-8BEN (or any successor forms thereto) and, if applicable, a certificate substantially in the form of Exhibit D (a “Section 8 Certificate”) or (y) a complete and executed copy of U.S. Internal Revenue Service Form W-9 (or any successor forms thereto); or (iii) in the case of a Buyer against that is organized under the Purchase Price. Notwithstanding laws of the foregoingUnited States, any State thereof, or the District of Columbia, a complete and executed copy of U.S. Internal Revenue Service Form W-9 (or any successor forms thereto), including all appropriate attachments; or (iv) in the case of a Buyer that (x) is not organized under the laws of the United States, any State thereof, or the District of Columbia and (y) is treated as a corporation for U.S. federal income tax purposes, a complete and executed copy of U.S. Internal Revenue Service Form W-8BEN-E (or any successor forms thereto) and, if applicable, a Section 8 Certificate; or (v) in the case of a Buyer that (A) is treated as a partnership or other non-corporate entity, and (B▇▇▇▇ retains ) is not organized under the rightlaws of the United States, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05.41

Margin Maintenance. (a) If at any time the aggregate outstanding amount a Margin Deficit Event has occurred as a result of the Purchase Price occurrence of the Note is greater than the related Asset Value or the Maximum Purchase Price (such excessa Credit Event, a “Margin Deficit”) by $250,000 or more, then Buyer may by notice to Seller require Seller to transfer to Buyer cash in an amount at least equal to the form of Exhibit VII (a “Margin Deficit Notice”), make a margin call to Seller (such requirement, a “Margin Call”). Upon receipt of a Margin Deficit Notice, 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 payment in reduction of the outstanding Purchase Price for such Purchased Asset, (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 transfers, repurchases and payments, no Margin Deficit shall exist, provided that if a Margin Maintenance Event has occurred and is continuing, Seller shall satisfy the applicable Margin Deficit in accordance with Section 6 of the Fee Letter. For the avoidance of doubt, Buyer may determine if a Credit Event or Margin Deficit Event has occurred, at any time and from time to time, in its sole good faith discretion. (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 4:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 3:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunderhereunder (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 the right of Buyer to do so at a later 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 or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, B▇▇▇▇ retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05.