Common use of Margin Maintenance Clause in Contracts

Margin Maintenance. (a) Agent shall determine the Market Value of the Purchased Assets on a daily basis as determined by Agent in its sole discretion on exercising good faith. (b) If, as of any date of determination, the lesser of (a) 100% of the Principal Balance of all Purchased Assets then subject to all Transactions and (b) the aggregate Market Value of all related Purchased Assets subject to all Transactions, taking into account the cash then on deposit in the Collection Account, multiplied by the applicable Purchase Price Percentage is less than the Repurchase Price (excluding accrued Price Differential) for all such Transactions (a “Margin Deficit”), then Agent may, by notice to Seller (as such notice is more particularly set forth below, a “Margin Call”), require Seller to transfer to the Purchaser or Purchaser’s designee cash or, at Purchaser’s option (and provided Seller has additional Eligible Mortgage Loans), additional Eligible Mortgage Loans to Purchaser (“Additional Purchased Mortgage Loans”) to cure the Margin Deficit; provided that Purchaser shall not provide notice of a Margin Call to Seller until the Margin Deficit equals or exceeds $500,000. If the Agent delivers a Margin Call to Seller on or prior to 11:00 a.m. (New York City time) on any Business Day, then Seller shall transfer cash or Additional Purchased Mortgage Loans to the Purchaser or Purchaser’s designee no later than 5:00 p.m. (New York City time) on the same Business Day. In the event the Agent delivers a Margin Call to Seller after 11:00 a.m. (New York City time) on any Business Day, Seller shall be required to transfer cash or Additional Purchased Mortgage Loans to the Purchaser or Purchaser’s designee no later than 12:00 noon (New York City time) on the next succeeding Business Day. (c) Any cash transferred to the Purchaser or Purchaser’s designee pursuant to Section 16(f)(ii)(B) herein shall reduce the Repurchase Price of the related Transactions. (d) The failure of Purchaser, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions of this Agreement or limit the right of Purchaser to do so at a later date. Seller and the Purchaser agree that a failure or delay by Purchaser to exercise its rights hereunder shall not limit or waive Purchaser’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) For the avoidance of doubt, it is hereby understood and agreed that Seller shall be responsible for satisfying any Margin Deficit existing as a result of any reduction of the Principal Balance of any Purchased Asset pursuant to any action by any bankruptcy court.

Margin Maintenance. (a) Agent shall Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset at any time and from time to time. Upon the occurrence and during the continuance of the a Margin Deficit Event with respect to any Purchased Assets on a daily basis as determined by Agent in its sole discretion on exercising good faith. (b) IfAsset, as of any date of determination, the lesser of (a) 100% of the Principal Balance of all Purchased Assets then subject to all Transactions and (b) the aggregate Market Value of all related Purchased Assets subject to all Transactions, taking into account the cash then on deposit in the Collection Account, multiplied by the applicable Purchase Price Percentage is less than the Repurchase Price (excluding accrued Price Differential) for all such Transactions (a “Margin Deficit”), then Agent Purchaser may, by written notice to Seller substantially in the form of Exhibit VIII hereto (as such notice is more particularly set forth below, a “Margin Call”), require Seller to transfer to (i) make a cash payment in reduction of the Purchaser Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser’s designee cash or, at Purchaser’s option (and provided Seller has deliver additional Eligible Mortgage Loans)Assets to Purchaser, additional Eligible Mortgage Loans in each case, so that after giving effect to Purchaser such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (“Additional Purchased Mortgage Loans”b) to cure the Margin Deficit; provided that Purchaser shall not provide notice of If a Margin Call to Seller until the Margin Deficit equals or exceeds $500,000. If the Agent delivers a Margin Call to Seller is given by Purchaser under Article 4(a) on any Business Day at or prior to 11:00 10 a.m. (New York City time) on any Business Day), then the Seller shall transfer cash or Additional Purchased Mortgage Loans to cure the Purchaser or Purchaser’s designee related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York City time) on the same Business Dayday. In the event the Agent delivers If a Margin Call to Seller is given by Purchaser under Article 4(a) on any Business Day after 11:00 10 a.m. (New York City time) on any Business Day), the Seller shall be required to transfer cash or Additional Purchased Mortgage Loans to cure the Purchaser or Purchaser’s designee related Margin Deficit as provided in Article 4(a) no later than 12:00 noon 5:00 p.m. (New York City time) on the next succeeding immediately following Business Day. (c) Any From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash transferred payments made by Seller to Purchaser to cure the Purchaser or Purchaser’s designee related Margin Deficits pursuant to Section 16(f)(ii)(BArticle 4(a) herein shall reduce minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the related Transactions“Margin Excess”) by an amount of not less than $3,000,000, 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, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) The failure of or 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 of this Agreement or limit or waive the right of Purchaser to do so at a later date. Seller and the Purchaser agree that a failure or delay by Purchaser to exercise its rights hereunder shall not limit or waive Purchaser’s rights under this Agreement or otherwise existing by law date or in any way create additional rights for Seller. (e) For the avoidance of doubt, it is hereby understood and agreed that Seller shall be responsible for satisfying any Margin Deficit existing as a result of any reduction of the Principal Balance of any Purchased Asset pursuant to any action by any bankruptcy court.

Margin Maintenance. (a) Agent shall 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 the Market Value. If there exists a Margin Deficit with respect to any Purchased Assets on a daily basis as determined by Agent in its sole discretion on exercising good faith. (b) IfAsset, as of any date of determination, the lesser of (a) 100% of the Principal Balance of all Purchased Assets then subject to all Transactions and (b) the aggregate Market Value of all related Purchased Assets subject to all Transactions, taking into account the cash then on deposit in the Collection Account, multiplied by the applicable Purchase Price Percentage is less than the Repurchase Price (excluding accrued Price Differential) for all such Transactions (a “Margin Deficit”), then Agent Purchaser may, by notice to Seller substantially in the form of Exhibit VIII hereto (as such notice is more particularly set forth below, a “Margin Call”), require Seller to transfer make a cash payment in reduction of the Repurchase Price of such Purchased Asset or, to the extent approved by Purchaser or Purchaser’s designee cash orin its sole and absolute discretion, at Purchaser’s option (and provided Seller has additional Eligible Mortgage Loans), additional Eligible Mortgage Loans to deliver other assets to Purchaser so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (“Additional Purchased Mortgage Loans”b) to cure the Margin Deficit; provided that Purchaser shall not provide notice of If a Margin Call to Seller until the Margin Deficit equals or exceeds $500,000. If the Agent delivers a Margin Call to Seller is given by Purchaser under Article 4(a) on any Business Day at or prior to 11:00 a.m. 12:00 noon (New York City time) on any Business Day), then Seller shall transfer cash or Additional cure the related Margin Deficit (which may be by repurchasing the related Purchased Mortgage Loans to the Purchaser or Purchaser’s designee Asset in accordance with Article 3(d)) as provided in Article 4(a) by no later than 5:00 p.m. (New York City time) on the same next Business Day. In For the event the Agent delivers avoidance of doubt, if a Margin Call to Seller after 11:00 a.m. (New York City timeis given by Purchaser under Article 4(a) on any Business DayDay after the time set forth above, Seller such Margin Call shall be required considered given prior to transfer cash or Additional Purchased Mortgage Loans to the Purchaser or Purchaser’s designee no later than 12:00 noon (New York City time) such time on the next succeeding immediately following Business Day. (c) Any cash transferred to the Purchaser or Purchaser’s designee pursuant to Section 16(f)(ii)(B) herein shall reduce the Repurchase Price of the related Transactions. (d) The failure of or 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 of this Agreement or limit or waive the right of Purchaser to do so at a later date. Seller and the Purchaser agree that a failure or delay by Purchaser to exercise its rights hereunder shall not limit or waive Purchaser’s rights under this Agreement or otherwise existing by law date or in any way create additional rights for Seller. (e) For the avoidance of doubt, it is hereby understood and agreed that Seller shall be responsible for satisfying any Margin Deficit existing as a result of any reduction of the Principal Balance of any Purchased Asset pursuant to any action by any bankruptcy court.

Margin Maintenance. (a) Agent shall determine If at any time following the occurrence of a Credit Event, the aggregate Market Value of the Purchased Assets on a daily basis as determined by Agent in its sole discretion on exercising good faith. (b) If, as of any date of determination, the lesser of (a) 100% of the Principal Balance of all Purchased Assets then subject to all Transactions and (b) the aggregate Market Value of all related Purchased Assets subject to all Transactions, taking into account the cash then on deposit in the Collection Account, multiplied by the applicable Purchase Price Percentage is Loans shall be less than the Repurchase Price (excluding accrued Price Differential) for all such Transactions sum of the Margin Amounts calculated individually with respect to each Purchased Loan (a “Margin Deficit”)) and such Margin Deficit is greater than $500,000, then Agent may, Buyer may by notice to Seller (as such notice is more particularly set forth below, a “Margin Call”), require Seller to transfer cure such Margin Deficit by either: (i) transferring to Buyer additional cash collateral in an amount at least equal to the Purchaser or Purchaser’s designee cash orsum of the amounts, at Purchaser’s option calculated individually for each Purchased Loan, equal to the product of (and provided Seller has additional Eligible Mortgage Loans), additional Eligible Mortgage Loans to Purchaser (“Additional Purchased Mortgage Loans”x) to cure the difference between the Margin Amount with respect to such Purchased Loan and the Market Value of such Purchased Loan multiplied by (y) the applicable Initial Purchase Price Percentage, which cash collateral shall be held by Buyer as additional Collateral with respect to the applicable Purchased Loan(s); (ii) reducing the outstanding Purchase Price of the Transactions with respect to any Purchased Loan, as applicable, such that the aggregate Market Value of the Purchased Loans is at least equal to the sum of the Margin Amounts of the Purchased Loans; or (iii) making a repayment of the Transactions, in whole, with respect to any Purchased Loan pursuant to Sections 3(f) and (h) of this Agreement which repayment results in a cure of such Margin Deficit; provided that Purchaser . Any cash transferred to Buyer pursuant to clause (ii) of this Section 4(a) of this Agreement with respect to any Purchased Loan shall not provide notice of be applied to reduce the outstanding Purchase Price for each Purchased Loan on a dollar-for-dollar basis for which there was a Margin Call to Seller until the Margin Deficit equals or exceeds $500,000. Deficit. (b) If the Agent delivers a Margin Call to Seller on or prior to 11:00 a.m. (New York City timeany notice is given by Buyer under Section 4(a) of this Agreement on any Business DayDay and Seller transfers cash pursuant to Section 4(a)(i) or (ii), then Seller shall transfer cash in the full amount required in Section 4(a)(i) or Additional Purchased Mortgage Loans to the Purchaser or Purchaser’s designee (ii) by no later than 5:00 p.m. (New York City time) the close of business on the same fifth (5th) Business DayDay following the Business Day on which such notice is given. In the event the Agent delivers a Margin Call to Seller after 11:00 a.m. (New York City time) on any Business Day, Seller shall be required to transfer cash or Additional Purchased Mortgage Loans to the Purchaser or Purchaser’s designee no later than 12:00 noon (New York City time) on the next succeeding Business Day. (c) Any cash transferred to the Purchaser or Purchaser’s designee pursuant to Section 16(f)(ii)(B) herein shall reduce the Repurchase Price of the related Transactions. (d) The failure of PurchaserBuyer, on any one or more occasions, to exercise its rights hereunder, under Section 4(a) of this Agreement shall not change or alter the terms and conditions of to which this Agreement is subject or limit the right of Purchaser Buyer to do so at a later date. Buyer and Seller and the Purchaser agree that a any failure or delay by Purchaser Buyer to exercise its rights hereunder under Section 4(a) of this Agreement shall not limit or waive Purchasersuch party’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellersuch party. (e) For the avoidance of doubt, it is hereby understood and agreed that Seller shall be responsible for satisfying any Margin Deficit existing as a result of any reduction of the Principal Balance of any Purchased Asset pursuant to any action by any bankruptcy court.

Margin Maintenance. (ai) Agent Daily until the expiration of the Termination Date (or less frequently if all Purchasers, in their sole and absolute discretion, so elect), the Custodian shall determine (A) the Market aggregate Recognized Value of all Purchased Mortgage Assets held by the Purchased Assets on a daily basis Purchasers and (B) the Repurchase Price as determined by Agent in its sole discretion on exercising good faithof such date, and the Maximum Facility Amount as of such date. (bii) If, as of on any date of determinationdate, the lesser of (a) 100% of aggregate Purchase Price exceeds the Principal Balance total Recognized Value of all Purchased Mortgage Assets then subject to all Transactions and (b) the aggregate Market Value of all related Purchased Assets subject to all Transactions, taking into account the cash then on deposit in the Collection Account, multiplied held by the applicable Purchase Price Percentage is less than the Repurchase Price (excluding accrued Price Differential) for all such Transactions Purchasers that are Eligible Mortgage Assets (a “Margin Deficit”), then the Administrative Agent may, in its sole and absolute discretion, or shall if directed by the Majority Banks, by notice to Seller the Sellers (as such notice is more particularly set forth below, a “Margin Call”), require Seller the Sellers to transfer to the Purchaser Purchasers cash or Purchaser’s designee cash or, at Purchaser’s option (and provided Seller has additional Eligible Mortgage Loans), additional Eligible Mortgage Loans Assets that are reasonably acceptable to Purchaser the Purchasers (“Additional Purchased Mortgage LoansAssets”) to cure eliminate such deficiency (“Margin Maintenance”). (iii) Upon receipt of notice from the Margin Deficit; provided that Purchaser shall not provide notice of a Margin Call to Seller until the Margin Deficit equals or exceeds $500,000. If the Administrative Agent delivers a Margin Call to Seller on at or prior to 11:00 a.m. (New York City time) on any Business Daytime (which may be transmitted by facsimile), then Seller each of the Sellers, as applicable, in its sole discretion, shall transfer either cash or the Additional Purchased Mortgage Loans to the Purchaser or Purchaser’s designee Assets no later than 5:00 p.m. (New York City time) the close of business on the same Business Day. In Day immediately following the event the Agent delivers date on which a Margin Call to Seller after 11:00 a.m. is given (New York City time) on any Business Day, Seller shall be required to transfer cash or Additional Purchased Mortgage Loans to the Purchaser or Purchaser’s designee no later than 12:00 noon (New York City time) on the next succeeding Business Day. (c) “Margin Maintenance Payment Date”). Any cash transferred to any Purchaser pursuant hereto shall be held by the Purchaser or Purchaser’s designee pursuant to Section 16(f)(ii)(B) herein Custodian until the Repurchase Date and shall reduce be applied against the Repurchase Price of on the related Transactionsnext Repurchase Date. (div) The failure of Each Purchaser’s election, on in its sole and absolute discretion, not to make a Margin Call at any one or more occasions, to exercise its rights hereunder, time there is a Margin Deficit shall not change or alter the terms and conditions of this Agreement or limit the right of Purchaser to do so at a later date. Seller and the Purchaser agree that a failure or delay by Purchaser to exercise its rights hereunder shall not limit or waive Purchaser’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) For the avoidance of doubt, it is hereby understood and agreed that Seller shall be responsible for satisfying limit or impair its right to make a Margin Call at any time a Margin Deficit existing as a result of any reduction of the Principal Balance of any Purchased Asset pursuant to any action by any bankruptcy courtexists.

Margin Maintenance. (a) Agent shall determine the Market Value of the Purchased Assets on a daily basis as determined by Agent Agent, in its sole discretion on exercising good faithfaith discretion. (b) If, as of any date of determination, the lesser of (ai) 100% of the Principal Balance unpaid principal balance as of such date of all Purchased Assets then subject to all Transactions and (bii) the product of (x) the aggregate Market Value of all related Purchased Assets then subject to all Transactions, taking into account the cash then on deposit in the Collection Account, multiplied by (y) the applicable Purchase Price Percentage Percentage, is less than the Repurchase Price (excluding accrued less the related Price Differential) for all such Transactions (a “Margin Deficit”), then Agent may, by notice to Seller (as such notice is more particularly set forth below, a “Margin Call”), require Seller to transfer to the Purchaser or Purchaser’s its designee cash or, at Purchaser’s option (and provided Seller has additional Eligible Mortgage Loans), additional Eligible Mortgage Loans to Purchaser (“Additional Purchased Mortgage Loans”) to cure the Margin Deficit; provided that Purchaser shall not provide notice of a Margin Call to Seller until the Margin Deficit equals or exceeds $500,000. If the Agent delivers a Margin Call to Seller on or prior to 11:00 a.m. (New York City time) on any Business Day, then Seller shall transfer cash or Additional Purchased Mortgage Loans to the Purchaser or Purchaser’s its designee no later than (i) 5:00 p.m. (New York City time) on the same Business Day. In the event the Agent delivers a Margin Call to Seller after 11:00 a.m. (New York City time) on any Business Day, Seller shall be required to transfer cash or Additional Purchased Mortgage Loans to the Purchaser or Purchaser’s designee no later than (i) 12:00 noon p.m. (New York City time) on the next succeeding Business Day. (c) Any cash transferred to the Purchaser or Purchaser’s its designee pursuant to Section 16(f)(ii)(B16(f)(ii) herein shall reduce the Repurchase Price of the related Transactions. (d) The failure of Purchaser, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions of this Agreement or limit the right of Purchaser to do so at a later date. Seller and the Purchaser each agree that a failure or delay by a Purchaser to exercise its rights hereunder shall not limit or waive Purchaser’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) For the avoidance of doubt, it is hereby understood and agreed that Seller shall be responsible for satisfying any Margin Deficit existing as a result of any reduction cram down of the Principal Balance unpaid principal balance of any Purchased Asset pursuant to any action by any bankruptcy court.

Margin Maintenance. (a) Agent shall determine the Market Value of the Purchased Assets on a daily basis as determined by Agent in its sole discretion on exercising good faithbasis. (b) If, as of any date of determination, the lesser of (ai) 100% [***] of the Principal Balance unpaid principal balance as of such date of all Purchased Assets then subject to all Transactions and (bii) the aggregate Market Value of all related Purchased Assets then subject to all Transactions, taking into account the cash then on deposit in the Collection Account, multiplied by the applicable Purchase Price Percentage is more than $[***] less than the Repurchase Price (excluding accrued less the related Price Differential) for all such Transactions (a “Margin Deficit”), then Agent may, by notice to the Seller (as such notice is more particularly set forth below, a “Margin Call”), require Seller to transfer to Agent on behalf of the related Purchaser or Purchaser’s its designee cash or, at the related Purchaser’s option (and provided Seller has additional Eligible Mortgage Loans), additional Eligible Mortgage Loans to the related Purchaser (“Additional Purchased Mortgage Loans”) to cure the Margin Deficit; provided that Purchaser shall not provide notice of a Margin Call to Seller until the Margin Deficit equals or exceeds $500,000. If the Agent delivers a Margin Call to the Seller on or prior to 11:00 a.m. [***] (New York City time) on any Business Day, then the Seller shall transfer cash or Additional Purchased Mortgage Loans to Agent on behalf of the related Purchaser or Purchaser’s its designee no later than 5:00 p.m. [***] (New York City time) on the same Business Day. In the event the Agent delivers a Margin Call to Seller after 11:00 a.m. [***] (New York City time) on any Business Day, Seller shall be required to transfer cash or Additional Purchased Mortgage Loans to the Purchaser or Purchaser’s designee no later than 12:00 noon [***] (New York City time) on the next succeeding Business Day. (c) Any cash transferred to Agent for the benefit of the related Purchaser or Purchaser’s its designee pursuant to Section 16(f)(ii)(B16(g)(ii) herein shall reduce the Repurchase Price of the related Transactions. (d) The failure of PurchaserPurchasers, on any one or more occasions, to exercise its their rights hereunder, shall not change or alter the terms and conditions of this Agreement or limit the right of Purchaser the Purchasers to do so at a later date. Seller and the Purchaser Purchasers each agree that a failure or delay by a Purchaser to exercise its rights hereunder shall not limit or waive the related Purchaser’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) For the avoidance of doubt, it is hereby understood and agreed that Seller shall be responsible for satisfying any Margin Deficit existing as a result of any reduction cram down of the Principal Balance unpaid principal balance of any Purchased Asset pursuant to any action by any bankruptcy court.

Margin Maintenance. (a) Agent shall determine the Market Value of the Purchased Assets on a daily basis as determined by Agent in its sole discretion on exercising good faith. (b) If, as of any date of determination, the lesser of (a) 100% of the Principal Balance of all Purchased Assets then subject to all Transactions and (b) the aggregate Market Value of all related Purchased Assets subject to all Transactions, taking into account the cash then on deposit in the Collection Account, multiplied by the applicable Purchase Price Percentage is less than the Repurchase Price (excluding accrued Price Differential) for all such Transactions (a “Margin Deficit”), then Agent may, by notice to Seller RMS (as such notice is more particularly set forth below, a “Margin Call”), require Seller RMS to transfer to the Purchaser or Purchaser’s designee cash or, at Purchaser’s option (and provided Seller RMS has additional Eligible Mortgage Loans), additional Eligible Mortgage Loans to Purchaser (“Additional Purchased Mortgage Loans”) to cure the Margin Deficit; provided that Purchaser shall not provide notice of a Margin Call to Seller RMS until the Margin Deficit equals or exceeds $500,000. If the Agent delivers a Margin Call to Seller RMS on or prior to 11:00 a.m. (New York City time) on any Business Day, then Seller RMS shall transfer cash or Additional Purchased Mortgage Loans to the Purchaser or Purchaser’s its designee no later than 5:00 p.m. (New York City time) on the same Business Day. In the event the Agent delivers a Margin Call to Seller RMS after 11:00 a.m. (New York City time) on any Business Day, Seller RMS shall be required to transfer cash or Additional Purchased Mortgage Loans to the Purchaser or Purchaser’s designee no later than 12:00 noon (New York City time) on the next succeeding Business Day. (c) Any cash transferred to the Purchaser or Purchaser’s its designee pursuant to Section 16(f)(ii)(B) herein shall reduce the Repurchase Price of the related Transactions. (d) The failure of Purchaser, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions of this Agreement or limit the right of Purchaser to do so at a later date. Seller and the Purchaser each agree that a failure or delay by Purchaser to exercise its rights hereunder shall not limit or waive Purchaser’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) For the avoidance of doubt, it is hereby understood and agreed that Seller RMS shall be responsible for satisfying any Margin Deficit existing as a result of any reduction of the Principal Balance of any Purchased Asset pursuant to any action by any bankruptcy court.

Margin Maintenance. (a) Realisation Agent shall may, at its option in its sole and absolute discretion, re-determine the Market Value for any Purchased Asset in accordance with definition of the Market Value. If there exists a Margin Deficit Event with respect to any Purchased Assets on a daily basis as determined by Agent in its sole discretion on exercising good faith. (b) IfAsset, as of any date of determination, the lesser of (a) 100% of the Principal Balance of all Purchased Assets then subject to all Transactions and (b) the aggregate Market Value of all related Purchased Assets subject to all Transactions, taking into account the cash then on deposit in the Collection Account, multiplied by the applicable Purchase Price Percentage is less than the Repurchase Price (excluding accrued Price Differential) for all such Transactions (a “Margin Deficit”), then Realisation Agent may, by notice to Seller Sellers with a simultaneous copy to Common Issuer Facility Agent substantially in the form of Exhibit VIII hereto (as such notice is more particularly set forth below, a “Margin Call”), require Seller Sellers to transfer (at Sellers’ election with written notice of such election to Purchasers, Repurchase Agent, Realisation Agent 52 and Common Issuer Facility Agent) (i) make a cash payment (in the Applicable Currency of the related Purchased Asset) to Purchaser or Purchaser’s designee cash or, at Purchaser’s option and/or apply Margin Excess from other Purchased Assets (and provided Seller has additional Eligible Mortgage Loansin the Applicable Currency of the related Purchased Asset), additional Eligible Mortgage Loans in each case in reduction of the outstanding Purchase Price of such Purchased Asset so that after giving effect to Purchaser such payment or applications, no Margin Deficit shall exist or be deemed to exist with respect to such Purchased Asset or (“Additional ii) repurchase such Purchased Mortgage Loans”Asset, in either case within the time period set forth in clause (b) to cure the Margin Deficit; provided that Purchaser shall not provide notice of below. (b) If a Margin Call to Seller until the Margin Deficit equals or exceeds $500,000. If the is given by Realisation Agent delivers a Margin Call to Seller under Article 4(a) on any Business Day at or prior to 11:00 a.m. 12:00 noon (New York City time or, with respect to a Foreign Purchased Asset, London time) on any Business Day), then the applicable Seller shall transfer cash or Additional Purchased Mortgage Loans to cure the Purchaser or Purchaser’s designee related Margin Deficit as provided in Article 4(a) by no later than 5:00 p.m. (New York City time) on the same Business Day. In the event the Agent delivers time or, with respect to a Margin Call to Seller after 11:00 a.m. (New York City time) on any Business DayForeign Purchased Asset, Seller shall be required to transfer cash or Additional Purchased Mortgage Loans to the Purchaser or Purchaser’s designee no later than 12:00 noon (New York City London time) on the next succeeding Business Day. For the avoidance of doubt, if a Margin Call is given by Realisation Agent under Article 4(a) on any Business Day after 12:00 noon (New York City time or, with respect to a Foreign Purchased Asset, London time), such Margin Call shall be considered given prior to such time on the immediately following Business Day. (c) Any cash transferred to the Purchaser or Purchaser’s designee pursuant to Section 16(f)(ii)(B) herein shall reduce the Repurchase Price of the related Transactions. (d) The failure of Purchaseror delay by Realisation Agent, on any one or more occasions, to exercise its rights hereunder, under this Article 4 shall not change or alter the terms and conditions of this Agreement or limit or waive the right of Purchaser Realisation Agent to do so at a later date. Seller and the Purchaser agree that a failure or delay by Purchaser to exercise its rights hereunder shall not limit or waive Purchaser’s rights under this Agreement or otherwise existing by law date or in any way create additional rights for any Seller. (ed) For the avoidance of doubt, it is hereby understood and agreed that Seller with respect to this Article 4, any such payments and/or reductions shall be responsible for satisfying any made by the applicable Seller in the Applicable Currency of the related Purchased Asset with respect to which such Margin Deficit existing as a result of any reduction of the Principal Balance of any Purchased Asset pursuant to any action by any bankruptcy courtexists.

Margin Maintenance. (a) Buyer (or Agent shall determine on behalf of Buyer) determines the Market Value of the Purchased Assets on a daily basis at such intervals as determined by Buyer (or Agent on behalf of Buyer) in its sole good faith discretion consistent with its valuation practices for similar loans being sold by sellers similar to Seller; provided, however, that Seller may request that Buyer provide reasonable detail regarding its determination of Market Value, as well as to demonstrate that such Market Value has been determined in accordance with the definition thereof. Buyer (or Agent on exercising good faithbehalf of Buyer) shall have the right, at any time, and at its own expense, to obtain an updated appraisal on any Loan or Loans. (b) If, as If at any time the aggregate Purchase Price for all Purchased Assets subject to outstanding Transactions is greater than the aggregate sum of any date the product of determination, (i) the Applicable Percentage and (ii) the lesser of (aA) 100% of the Principal Balance of all Market Value and (B) the outstanding principal amount for each Purchased Assets Asset then US_ACTIVE\126495096\V-12 subject to all Transactions and a Transaction (b) the aggregate Market Value of all related Purchased Assets subject to all Transactionssuch excess, taking into account the cash then on deposit in the Collection Account, multiplied by the applicable Purchase Price Percentage is less than the Repurchase Price (excluding accrued Price Differential) for all such Transactions (a “Margin Deficit”), in an amount greater than [***], then subject to the last sentence of this paragraph, Buyer (or Agent on behalf of Buyer) may, by notice to Seller (as such notice is more particularly set forth below, a “Margin Call”), require Seller to transfer to the Purchaser Buyer cash or Purchaser’s designee cash or, at Purchaser’s option Substitute Assets approved by Buyer (and provided Seller has additional Eligible Mortgage Loans), additional Eligible Mortgage Loans to Purchaser (“Additional Purchased Mortgage Loans”or Agent on behalf of Buyer) in its sole discretion in an amount sufficient to cure the such Margin Deficit; provided that Purchaser shall not provide notice of a Margin Call to Seller until the Margin Deficit equals or exceeds $500,000. If the Buyer (or Agent on behalf of Buyer) delivers a Margin Call to Seller on or prior to 11:00 10:00 a.m. (New York City time) on any Business Day, then Seller shall transfer the required amount of cash or Additional Purchased Mortgage Loans Substitute Assets to the Purchaser or Purchaser’s designee Buyer no later than 5:00 p.m. (New York City time) on the same Business [***] Day. In the event the Buyer (or Agent on behalf of Bu▇▇▇) delivers a Margin Call to a Seller after 11:00 10:00 a.m. (New York City time) on any Business Day, Seller shall will be required to transfer the required amount of cash or Additional Purchased Mortgage Loans to the Purchaser or Purchaser’s designee Substitute Assets no later than 12:00 noon 5:00 p.m. (New York City time) on the next succeeding Business Daydate that is [***] after Seller’s receipt of such Margin Call. Notwithstanding the foregoing, provided that no Default or Event of Default shall have occurred and be continuing, Buyer (or Agent on behalf of Buyer) shall not require Seller to satisfy a Margin Call and no Margin Call shall be required to be made unless the Margin Deficit shall equal or exceed [***], as determined by Buyer (or Agent on behalf of Buyer) in its reasonable, good faith discretion. (c) Any cash transferred Bu▇▇▇’s (or Agent’s on behalf of Buyer) election, in its sole and absolute discretion, not to the Purchaser make a Margin Call at any time there is a Margin Deficit will not in any way limit or Purchaser’s designee pursuant impair its right to Section 16(f)(ii)(B) herein shall reduce the Repurchase Price of the related Transactionsmake a Margin Call at any time a Margin Deficit exists. (d) The failure of Purchaser, on any one or more occasions, Any cash transferred to exercise its rights hereunder, shall not change or alter Buyer pursuant to Section 6(b) above will be applied to the terms and conditions of this Agreement or limit the right of Purchaser to do so at a later date. Seller and the Purchaser agree that a failure or delay by Purchaser to exercise its rights hereunder shall not limit or waive Purchaser’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) For the avoidance of doubt, it is hereby understood and agreed that Seller shall be responsible for satisfying any Margin Deficit existing as a result of any reduction repayment of the Principal Balance Repurchase Price of any Purchased Asset outstanding Transactions pursuant to Section 4(b) and any action by any bankruptcy courtSubstitute Assets will be deemed to be Purchased Assets.

Margin Maintenance. (a) Agent shall determine the Market Value of the Purchased Assets on a daily basis as determined by Agent in its sole discretion on exercising good faith. (b) If, as of any date of determination, the lesser of (a) 100% of the Principal Balance of all Purchased Assets then subject to all Transactions and (b) the aggregate Market Value of all related Purchased Assets subject to all Transactions, taking into account the cash then on deposit in the Collection Account, multiplied by the applicable Purchase Price Percentage is less than the Repurchase Price (excluding accrued Price Differential) for all such Transactions (a “Margin Deficit”), then Agent may, by notice to Seller RMS (as such notice is more particularly set forth below, a “Margin Call”), require Seller RMS to transfer to the Purchaser or Purchaser’s designee cash or, at Purchaser’s option (and provided Seller RMS has additional Eligible Mortgage Loans), additional Eligible Mortgage Loans to Purchaser (“Additional Purchased Mortgage Loans”) to cure the Margin Deficit; provided that Purchaser shall not provide notice of a Margin Call to Seller RMS until the Margin Deficit equals or exceeds $500,000. If the Agent delivers a Margin Call to Seller RMS on or prior to 11:00 a.m. (New York City time) on any Business Day, then Seller RMS shall transfer cash or Additional Purchased Mortgage Loans to the Purchaser or Purchaser’s designee no later than 5:00 p.m. (New York City time) on the same Business Day. In the event the Agent delivers a Margin Call to Seller RMS after 11:00 a.m. (New York City time) on any Business Day, Seller RMS shall be required to transfer cash or Additional Purchased Mortgage Loans to the Purchaser or Purchaser’s designee no later than 12:00 noon (New York City time) on the next succeeding Business Day. (c) Any cash transferred to the Purchaser or Purchaser’s designee pursuant to Section 16(f)(ii)(B) herein shall reduce the Repurchase Price of the related Transactions. (d) The failure of Purchaser, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions of this Agreement or limit the right of Purchaser to do so at a later date. Seller and the Purchaser agree that a failure or delay by Purchaser to exercise its rights hereunder shall not limit or waive Purchaser’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) For the avoidance of doubt, it is hereby understood and agreed that Seller RMS shall be responsible for satisfying any Margin Deficit existing as a result of any reduction of the Principal Balance of any Purchased Asset pursuant to any action by any bankruptcy court.

Margin Maintenance. (a) Agent shall determine the Market Value of the Purchased Assets on a daily basis as determined by Agent in its sole discretion on exercising discretion, exercised in good faith. (b) If, as of any date of determination, the amount equal to (A) the sum of, for each Purchased Asset (other than the REO Asset), the lesser of (ai) 100% of the aggregate Principal Balance of all such Purchased Assets then subject to all Transactions Asset as of such date of determination, and (bii) the aggregate applicable Purchase Price Percentage multiplied by the Market Value of such Purchased Asset as of such date of determination, plus (B) for the REO Asset, the product of the applicable Purchase Price Percentage multiplied by the Market Value of the REO Asset plus, (C) all related Purchased Assets subject to all Transactions, taking into account the cash amounts on then on deposit in the Collection Account, multiplied by the applicable Purchase Price Percentage Account is less than the aggregate Repurchase Price (excluding accrued Price Differentialamounts attributable to clauses (ii)–(iv) of the definition thereof) for all such outstanding Transactions (a “Margin Deficit”), then Agent may, by notice to Seller (as such notice is more particularly set forth below, a “Margin Call”), require Seller to transfer to cash into the Purchaser or Purchaser’s designee cash Collection Account or, at PurchaserAgent’s option (and provided Seller has additional Eligible Mortgage Loans), additional Eligible Mortgage Loans to Purchaser Custodian (“Additional Purchased Mortgage Loans”) to cure the Margin Deficit; provided that Purchaser Agent shall not provide notice of a Margin Call to Seller until the Margin Deficit equals or exceeds $500,000. If the Agent delivers a Margin Call to Seller on or prior to 11:00 a.m. (New York City time) on any Business Day, then Seller shall transfer cash or Additional Purchased Mortgage Loans to Agent (or its designee) for the Purchaser or Purchaser’s designee benefit of Purchasers no later than 5:00 p.m. (New York City time) on the same Business Day. In the event the Agent delivers a Margin Call to Seller after 11:00 a.m. (New York City time) on any Business Day, Seller shall be required to transfer cash or Additional Purchased Mortgage Loans to Agent (or its designee) for the Purchaser or Purchaser’s designee benefit of Purchasers no later than 12:00 noon (New York City time) on the next succeeding Business Day. (c) Any cash transferred to Agent for the Purchaser or Purchaser’s designee benefit of Purchasers pursuant to Section 16(f)(ii)(B‎16(f)(ii)(B) herein shall reduce the Repurchase Price of the related Transactions. (d) The failure of PurchaserAgent, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions of this Agreement or limit the right of Purchaser Agent to do so exercise any such rights at a later date. Seller and the Purchaser Agent agree that a failure or delay by Purchaser Agent to exercise its rights hereunder shall not limit or waive PurchaserAgent’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) For the avoidance of doubt, it is hereby understood and agreed that Seller shall be responsible for satisfying any Margin Deficit existing as a result of any reduction of the Principal Balance of any Purchased Asset pursuant to any action by any bankruptcy court.