Common use of Margin Account Maintenance Clause in Contracts

Margin Account Maintenance. (a) If at any time the Deal Agent determines (based on such factors as the Deal Agent determines to rely on in its discretion, including, but not limited to, a credit analysis of the Underlying Mortgaged Properties and the current market conditions for the Purchased Asset) that the Margin Base (as determined by the Deal Agent in its discretion on such date) for all of the Purchased Assets (as determined by the Deal Agent in its discretion) is less than the aggregate Purchase Price for all such outstanding Transactions (in each case, the aggregate amount of such difference being, a “Margin Deficit”), then the Deal Agent may, by delivery of a Margin Deficit Notice to the Seller, require the Seller to transfer to the Deal Agent as agent for the Secured Parties cash or Eligible Assets with an Asset Value in the amount of the Margin Deficit by no later than the Margin Correction Deadline so that, after giving effect to such payments and/or transfers, the Margin Deficit is eliminated. Notwithstanding the foregoing, upon written request of the Seller, the Deal Agent may in its discretion extend the Margin Correction Deadline by one (1) additional Business Day provided all of the following conditions are satisfied: (i) no Default or Event of Default has occurred and is continuing, (ii) no Eligible Asset in respect of which such repurchase or payment is to be made is in any monetary or non–monetary default or is otherwise a Delinquent Mortgage Asset, (iii) the Seller is making diligent and good faith efforts to effect the necessary repurchase or payment (including, without limitation, by selling or financing the Eligible Assets in respect of which such repurchase or payment is to be made, calling capital that is available to be drawn under existing equity contribution agreements (if any) and/or raising new equity capital), (iv) no cash flow shall be distributed in any manner by the Seller except to the Deal Agent as agent for the Secured Parties (and the Limited Guarantor, the Pledgor, the Parent and all other Repurchase Parties shall not be entitled to, and shall not receive, from the Seller any fees, compensation or other payments of any kind until all repurchases and payments necessary to be made in satisfaction of the Margin Deficit shall have been completed) and (v) no additional Margin Deficit Notice is delivered by the Deal Agent, or if any such notice is delivered, all transfers, repurchases and payments to be made in satisfaction thereof are made by the applicable Margin Correction Deadline applicable thereto. All cash transferred to the Deal Agent as agent for the Secured Parties pursuant to this Section 2.7 shall be deposited into the Collection Account and shall be attributed to such Transaction or Transactions as the Deal Agent shall determine in its discretion. Transfers of Eligible Assets to the Purchaser or its designee under this Subsection 2.7(a) shall be subject to the same conditions and requirements that are applicable to the transfers of Eligible Assets under Section 2.2 and the other provisions of this Agreement. Notwithstanding anything contained herein to the contrary, the rights of the Deal Agent under this Section 2.7 to require the elimination of the Margin Deficit may also be exercised whenever such a Margin Deficit exists with respect to any single Transaction or multiple Transactions hereunder (calculated without regard to any other Transactions outstanding under this Agreement). Any cash transferred to the Deal Agent as agent for the Secured Parties pursuant to this Section 2.7 shall be held by the Deal Agent as Cash Collateral and, unless otherwise determined by the Deal Agent in its discretion, shall not be applied to reduce the outstanding Purchase Price of any Purchased Asset until the Payment Date following receipt of the Cash Collateral. (b) The Deal Agent’s election, in its discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not waive the Margin Deficit or in any way limit or impair the Deal Agent’s right to deliver a Margin Deficit Notice at any time the same or any other Margin Deficit exists. The Deal Agent’s, the Purchaser’s and the Secured Parties’ rights under this Section 2.7 are in addition to, and not in lieu of, any other rights of the Deal Agent, the Purchaser and the Secured Parties under this Agreement or Applicable Law. (c) If the Margin Deficit is not satisfied by the Margin Correction Deadline, it shall be an Event of Default under this Agreement and the Deal Agent as agent for the Secured Parties shall have, in addition to all other rights and remedies available to the Deal Agent, the Purchaser and the Secured Parties under this Agreement and the other Repurchase Documents, the right to liquidate any and all Purchased Assets and Purchased Items and any proceeds therefrom will be applied in the Deal Agent’s discretion to certain Purchased Assets or reduce the Purchase Price with respect to all outstanding Transactions on a pro rata basis.

Margin Account Maintenance. (a) If at any time the Deal Agent Purchaser determines (based on such factors as the Deal Agent Purchaser determines to rely on in its discretion, including, but not limited to, a credit analysis of the Underlying Mortgaged Properties and the current market conditions for the Purchased Asset) that the Margin Base (as determined by the Deal Agent Purchaser in its discretion discretion) on such date) date for all of the Purchased Assets (as determined by the Deal Agent Purchaser in its discretion) is less than the aggregate Purchase Price for all such outstanding Transactions (in each case, the aggregate amount of such difference being, a “Margin Deficit”), then the Deal Agent may, Purchaser may by delivery of a Margin Deficit Notice to the Seller, Seller require the Seller to transfer to the Deal Agent as agent for the Secured Parties Purchaser cash or Eligible Assets with an Asset Value in the amount of the Margin Deficit by no later than the Margin Correction Deadline so that, after giving effect to such payments and/or transfers, the Margin Deficit is eliminatedeliminated in full. Notwithstanding the foregoing, upon written request of the Seller, the Deal Agent Purchaser may in its discretion extend the Margin Correction Deadline by one (1) additional Business Day provided all of the following conditions are satisfied: (i) no Default or Event of Default has occurred and is continuing, (ii) no Eligible Asset in respect of which such repurchase or payment is to be made is in any monetary or non–monetary default or is otherwise a Delinquent Mortgage Asset, (iii) the Seller is making diligent and good faith efforts to effect the necessary repurchase or payment (including, without limitation, by selling or financing the Eligible Assets in respect of which such repurchase or payment is to be made, calling capital that is available to be drawn under existing equity contribution agreements (if any) and/or raising new equity capital), (iv) no cash flow shall be distributed in any manner by the Seller except to the Deal Agent as agent for the Secured Parties Purchaser (and the Limited Guarantor, the Pledgor, the Parent Guarantor and all other Repurchase Parties shall not be entitled to, and shall not receive, from the Seller any fees, compensation or other payments of any kind until all repurchases and payments necessary to be made in satisfaction of the Margin Deficit shall have been completed) and (v) no additional Margin Deficit Notice is delivered by the Deal AgentPurchaser, or if any such notice is delivered, all transfers, repurchases and payments to be made in satisfaction thereof are made by the applicable Margin Correction Deadline applicable thereto. All cash transferred to the Deal Agent as agent for the Secured Parties Purchaser pursuant to this Section 2.7 2.5 shall be deposited into in the Collection Account and shall be attributed to such Transaction or Transactions as the Deal Agent Purchaser shall determine in its discretion. Transfers of Eligible Assets to the Purchaser or its designee under this Subsection 2.7(a) Section 2.5 shall be subject to the same conditions and requirements that are applicable to the transfers of Eligible Assets under Section 2.2 and the other provisions of this Agreement. Notwithstanding anything contained herein to the contrary, the rights of the Deal Agent Purchaser under this Section 2.7 2.5 to require the elimination of the Margin Deficit may also be exercised whenever such a Margin Deficit exists with respect to any single Transaction or multiple Transactions Transaction hereunder (calculated without regard to any other Transactions outstanding under this Agreement)) where the Purchaser has reduced the Asset Value of one (1) or more Purchased Asset due to any matter described in the proviso to the definition of Asset Value. Any cash transferred to the Deal Agent as agent for the Secured Parties Purchaser pursuant to this Section 2.7 2.5 shall be held by the Deal Agent Purchaser as Cash Collateral and, unless otherwise determined by the Deal Agent Purchaser in its discretion, shall not be applied to reduce the outstanding Purchase Price of any Purchased Asset until the Payment Date following receipt of the Cash Collateral. (b) . The Deal AgentPurchaser’s election, in its discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not waive the Margin Deficit or in any way limit or impair the Deal AgentPurchaser’s right to deliver a Margin Deficit Notice at any time the same or any other Margin Deficit exists. The Deal Agent’s, the Purchaser’s and the Secured Parties’ rights under this Section 2.7 2.5 are in addition to, to and not in lieu of, of any other rights right of the Deal Agent, the Purchaser and the Secured Parties under this Agreement or Applicable Law. (c) . If the Margin Deficit is not satisfied by the Margin Correction Deadline, it shall be an Event of Default under this Agreement and the Deal Agent as agent for the Secured Parties Purchaser shall have, in addition to all other rights and remedies available to the Deal Agent, the Purchaser and the Secured Parties under this Agreement and the other Repurchase Documents, the right to liquidate any and all Purchased Assets and Purchased Items and any proceeds therefrom will be applied in the Deal AgentPurchaser’s discretion to certain Purchased Assets or reduce the Purchase Price with respect to all outstanding Transactions on a pro rata basis.

Margin Account Maintenance. (a) If at any time the Deal Agent determines (based on such factors as the Deal Agent determines to rely on in its sole discretion, including, including but not limited to, to a credit analysis of the Underlying Mortgaged Properties and the current market conditions for the Purchased Mortgage Asset) that the Margin Base (as determined by the Deal Agent in its discretion on such date) for all of the Purchased Assets (as determined by the Deal Agent in its discretion) is less than the aggregate Purchase Price for all such outstanding Transactions (in each case, the aggregate amount of such difference being, a “Margin Deficit”), then the Deal Agent maymay by notice to the Seller in the form of Exhibit XII (as such notice is more particularly set forth below, by delivery of a “Margin Deficit Notice to the Seller, Notice”) require the Seller to transfer to the Deal Agent as agent for the Secured Parties cash or Eligible Assets with an so that the aggregate Asset Value in the amount of the Purchased Assets will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactions, provided that, prior to or contemporaneously with the delivery of such Margin Deficit by no later than the Margin Correction Deadline so that, after giving effect to such payments and/or transfers, the Margin Deficit is eliminated. Notwithstanding the foregoing, upon written request of the SellerNotice, the Deal Agent may in its discretion extend has informed the Margin Correction Deadline by one (1) additional Business Day provided all Seller of the following conditions are satisfied: methodology (iin reasonable detail) no Default or Event of Default has occurred and is continuingutilized by the Deal Agent to determine such Margin Deficit. Notwithstanding anything to the contrary in this Agreement, (ii) no Eligible Asset in respect of which such repurchase or payment is to be made is in any monetary or non–monetary default or is otherwise a Delinquent Mortgage Asset, (iii) the Seller is making diligent and good faith efforts to effect the necessary repurchase shall transfer such cash or payment (including, without limitation, by selling or financing the Eligible Assets in respect of which such repurchase or payment is to be made, calling capital that is available to be drawn under existing equity contribution agreements (if any) and/or raising new equity capital), (iv) no cash flow shall be distributed in any manner by the Seller except to the Deal Agent as agent for the Secured Parties Agent’s Account no later than twenty–four (and the Limited Guarantor, the Pledgor, the Parent and all other Repurchase Parties shall not be entitled to, and shall not receive, from the Seller any fees, compensation or other payments of any kind until all repurchases and payments necessary to be made in satisfaction of the Margin Deficit shall have been completed24) and (v) no additional hours after such Margin Deficit Notice is delivered by the Deal Agent, or if any such notice is delivered, all transfers, repurchases and payments shall be deemed to be made in satisfaction thereof are made by the applicable Margin Correction Deadline applicable theretohave been received under Section 13.2. All cash transferred to the Deal Agent as agent for the Secured Parties pursuant to this Section 2.7 shall be deposited into in the Collection Deal Agent’s Account and shall be attributed to such Transaction or Transactions as the Deal Agent shall determine in its sole discretion. Transfers of Eligible Assets shall be transferred to the Purchaser or its designee in the same manner as Eligible Assets are transferred under this Subsection 2.7(aSection 2.2. (b) shall be subject To the extent any such Margin Deficit is the result of a reduction in the Market Value of any Mortgage Asset, the Seller may dispute the determination of such Market Value by the Deal Agent pursuant to the same conditions and requirements that are applicable to the transfers provisions of Eligible Assets under Section 2.2 and the other provisions 2.10 of this Agreement, provided that no such dispute shall relieve, waive or delay the Seller’s obligation to timely satisfy the Margin Deficit in accordance with this Section 2.7. Notwithstanding anything contained herein The failure of the Seller to satisfy the Margin Deficit on a timely basis shall constitute an Event of Default and the Seller shall be precluded from disputing the Margin Base determined by the Deal Agent. If (i) the Seller satisfies the Margin Deficit on a timely basis, (ii) the Seller timely satisfies the provisions set forth in Section 2.10 of this Agreement with respect to a dispute of the determination of the Market Value of any Purchased Asset, and, (iii) pursuant to the contraryterms of such Section 2.10, the rights a revised Market Value for such Mortgage Asset is determined that (if used in lieu of the Deal Agent under this Section 2.7 to require Market Value used by the elimination Purchaser in determining the Margin Base) would have resulted in a reduction of the Margin Deficit may also be exercised whenever such a Margin Deficit exists with respect to any single Transaction or multiple Transactions hereunder (calculated without regard to any other Transactions outstanding under this Agreement). Any cash transferred to paid by the Seller, then the Deal Agent as agent for shall promptly remit the Secured Parties pursuant difference to this Section 2.7 shall be held by the Deal Agent as Cash Collateral and, unless otherwise determined by the Deal Agent in its discretion, shall not be applied to reduce the outstanding Purchase Price of Seller without any Purchased Asset until the Payment Date following receipt of the Cash Collateralinterest or other amounts due thereon. (bc) The Deal Agent’s election, in its discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not waive the Margin Deficit or in any way limit or impair the Deal Agent’s its right to deliver a Margin Deficit Notice at any time the same or any other a Margin Deficit exists. The Deal Agent’s, the Purchaser’s and the Secured Parties’ rights under this Section 2.7 are in addition to, and not in lieu of, any other rights of the Deal Agent, the Purchaser and the Secured Parties under this Agreement or Applicable Law. (c) If the Margin Deficit is not satisfied by the Margin Correction Deadline, it shall be an Event of Default under this Agreement and the Deal Agent as agent for the Secured Parties shall have, in addition to all other rights and remedies available to the Deal Agent, the Purchaser and the Secured Parties under this Agreement and the other Repurchase Documents, the right to liquidate any and all Purchased Assets and Purchased Items and any proceeds therefrom will be applied in the Deal Agent’s discretion to certain Purchased Assets or reduce the Purchase Price with respect to all outstanding Transactions on a pro rata basis.

Margin Account Maintenance. (a) If at any time the Deal Agent Purchaser determines (based on such factors as the Deal Agent Purchaser determines to rely on in its sole discretion, including, but not limited to, a credit analysis of the Underlying Mortgaged Properties and the current market conditions for the Purchased Asset) that the Margin Base (as determined by the Deal Agent in its discretion on such date) for all of the Purchased Assets (as determined by the Deal Agent in its discretion) is less than the aggregate Purchase Price for all such outstanding Transactions (in each case, the aggregate amount of such difference being, being a “Margin Deficit”), then the Deal Agent Purchaser may, by delivery of a Margin Deficit Notice to the SellerSeller (which shall include the methodology utilized by the Purchaser to determine the Margin Deficit), require the Seller to transfer to the Deal Agent as agent for the Secured Parties Purchaser cash or Eligible Assets with an Asset Value in the amount of the Margin Deficit by no later than the Margin Correction Deadline so that, after giving effect to such payments and/or transfers, the Margin Deficit is eliminated. Notwithstanding the foregoing, upon written request of the Seller, the Deal Agent may in its discretion extend the Margin Correction Deadline by one (1) additional Business Day provided all of the following conditions are satisfied: (i) no Default or Event of Default has occurred and is continuing, (ii) no Eligible Asset in respect of which such repurchase or payment is to be made is in any monetary or non–monetary default or is otherwise a Delinquent Mortgage Asset, (iii) the Seller is making diligent and good faith efforts to effect the necessary repurchase or payment (including, without limitation, by selling or financing the Eligible Assets in respect of which such repurchase or payment is to be made, calling capital that is available to be drawn under existing equity contribution agreements (if any) and/or raising new equity capital), (iv) no cash flow shall be distributed in any manner by the Seller except to the Deal Agent as agent for the Secured Parties (and the Limited Guarantor, the Pledgor, the Parent and all other Repurchase Parties shall not be entitled to, and shall not receive, from the Seller any fees, compensation or other payments of any kind until all repurchases and payments necessary to be made in satisfaction of the Margin Deficit shall have been completed) and (v) no additional Margin Deficit Notice is delivered by the Deal Agent, or if any such notice is delivered, all transfers, repurchases and payments to be made in satisfaction thereof are made by the applicable Margin Correction Deadline applicable thereto. All cash transferred to the Deal Agent as agent for the Secured Parties Purchaser pursuant to this Section 2.7 shall be deposited into the Collection Account and shall be attributed applied to such Transaction or Transactions as reduce the Deal Agent shall determine in its discretionaggregate Purchase Price with respect to all outstanding Transactions. Transfers of Eligible Assets to the Purchaser or its designee under this Subsection 2.7(a) shall be subject to the same conditions and requirements that are applicable to the transfers of Eligible Assets under Section 2.2 and the other provisions of this Agreement. Notwithstanding anything contained herein to the contrary, the rights of the Deal Agent under this Section 2.7 to require the elimination of the Margin Deficit may also be exercised whenever such a Margin Deficit exists with respect to any single Transaction or multiple Transactions hereunder (calculated without regard to any other Transactions outstanding under this Agreement). Any cash transferred to the Deal Agent as agent for the Secured Parties pursuant to this Section 2.7 shall be held by the Deal Agent as Cash Collateral and, unless otherwise determined by the Deal Agent in its discretion, shall not be applied to reduce the outstanding Purchase Price of any Purchased Asset until the Payment Date following receipt of the Cash Collateral. (b) To the extent any such Margin Deficit is the result of a reduction in the Asset Value or Market Value of any Purchased Asset, the Seller may dispute the determination of such Asset Value or Market Value by the Purchaser pursuant to the provisions of Section 2.10 of this Agreement, provided that no such dispute shall relieve, waive or delay the Seller’s obligation to timely satisfy the Margin Deficit in accordance with this Section 2.7. The Deal Agentfailure of the Seller to satisfy the Margin Deficit on a timely basis shall constitute an Event of Default and the Seller shall be precluded from disputing the Margin Base determined by the Purchaser unless the failure to satisfy the Margin Deficit in a timely manner is due to a delay beyond the Seller’s control in the Purchaser’s receipt of the Seller’s wire transmission that was initiated on a timely basis, the Seller provides evidence of same to the Purchaser and such delay is no greater than one (1) Business Day. If (i) the Seller satisfies the Margin Deficit on a timely basis, (ii) the Seller timely satisfies the provisions set forth in Section 2.10 of this Agreement with respect to a dispute of the determination of the Market Value of any Purchased Asset, and, (iii) pursuant to the terms of such Section 2.10, a revised Asset Value or Market Value for such Purchased Asset is determined that (if used in lieu of the Asset Value or Market Value used by the Purchaser in determining the Margin Base) would have resulted in a reduction of the Margin Deficit paid by the Seller, then the Purchaser shall promptly remit the difference to the Seller without any interest or other amounts due thereon. (c) The Purchaser’s election, in its discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not waive the Margin Deficit or in any way limit or impair the Deal Agent’s its right to deliver a Margin Deficit Notice at any time the same or any other that a Margin Deficit exists. The Deal Agent’s, the Purchaser’s and the Secured Parties’ rights under this Section 2.7 are in addition to, and not in lieu of, any other rights of the Deal Agent, the Purchaser and the Secured Parties under this Agreement or Applicable Law. (c) If the Margin Deficit is not satisfied by the Margin Correction Deadline, it shall be an Event of Default under this Agreement and the Deal Agent as agent for the Secured Parties shall have, in addition to all other rights and remedies available to the Deal Agent, the Purchaser and the Secured Parties under this Agreement and the other Repurchase Documents, the right to liquidate any and all Purchased Assets and Purchased Items and any proceeds therefrom will be applied in the Deal Agent’s discretion to certain Purchased Assets or reduce the Purchase Price with respect to all outstanding Transactions on a pro rata basis.

Margin Account Maintenance. (a) If at any time the Deal Agent Purchaser determines (based on such factors as the Deal Agent Purchaser determines to rely on in its sole discretion, including, including but not limited to, to a credit analysis of the Underlying Mortgaged Properties and the current market conditions for the Purchased Mortgage Asset) that the Margin Base (as determined by the Deal Agent in its discretion on such date) for all of the Purchased Assets (as determined by the Deal Agent in its discretion) is less than the aggregate Purchase Price for all such outstanding Transactions (in each case, the aggregate amount of such difference being, a “"Margin Deficit”"), then the Deal Agent mayPurchaser may by notice to the Seller in the form of Exhibit XII (as such notice is more particularly set forth below, by delivery of a "Margin Deficit Notice to the Seller, Notice") require the Seller to transfer to the Deal Agent as agent for Purchaser or its designee (including the Secured Parties Custodian) cash or Eligible Assets with an so that the aggregate Asset Value in the amount of the Purchased Assets will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactions, provided that, prior to or contemporaneously with the delivery of such Margin Deficit Notice, the Purchaser has informed the Seller of the methodology (in reasonable detail) utilized by the Purchaser to determine such Margin Deficit. Notwithstanding anything to the contrary in this Agreement, the Seller shall transfer such cash or Eligible Assets to the Purchaser's Account no later than the Margin Correction Deadline so that, twenty-four (24) hours after giving effect to such payments and/or transfers, the Margin Deficit is eliminated. Notwithstanding the foregoing, upon written request of the Seller, the Deal Agent may in its discretion extend the Margin Correction Deadline by one (1) additional Business Day provided all of the following conditions are satisfied: (i) no Default or Event of Default has occurred and is continuing, (ii) no Eligible Asset in respect of which such repurchase or payment is to be made is in any monetary or non–monetary default or is otherwise a Delinquent Mortgage Asset, (iii) the Seller is making diligent and good faith efforts to effect the necessary repurchase or payment (including, without limitation, by selling or financing the Eligible Assets in respect of which such repurchase or payment is to be made, calling capital that is available to be drawn under existing equity contribution agreements (if any) and/or raising new equity capital), (iv) no cash flow shall be distributed in any manner by the Seller except to the Deal Agent as agent for the Secured Parties (and the Limited Guarantor, the Pledgor, the Parent and all other Repurchase Parties shall not be entitled to, and shall not receive, from the Seller any fees, compensation or other payments of any kind until all repurchases and payments necessary to be made in satisfaction of the Margin Deficit shall have been completed) and (v) no additional Margin Deficit Notice is delivered by the Deal Agent, or if any such notice is delivered, all transfers, repurchases and payments shall be deemed to be made in satisfaction thereof are made by the applicable Margin Correction Deadline applicable theretohave been received under Section 13.2. All cash transferred to the Deal Agent as agent for the Secured Parties Purchaser pursuant to this Section 2.7 shall be deposited into in the Collection Purchaser's Account and shall be attributed to such Transaction or Transactions as the Deal Agent Purchaser shall determine in its sole discretion. Transfers of Eligible Assets shall be transferred to the Purchaser or its designee under this Subsection 2.7(a) shall be subject to in the same conditions and requirements that are applicable to the transfers of manner as Eligible Assets are transferred under Section 2.2 and the other provisions of this Agreement. Notwithstanding anything contained herein to the contrary, the rights of the Deal Agent under this Section 2.7 to require the elimination of the Margin Deficit may also be exercised whenever such a Margin Deficit exists with respect to any single Transaction or multiple Transactions hereunder (calculated without regard to any other Transactions outstanding under this Agreement). Any cash transferred to the Deal Agent as agent for the Secured Parties pursuant to this Section 2.7 shall be held by the Deal Agent as Cash Collateral and, unless otherwise determined by the Deal Agent in its discretion, shall not be applied to reduce the outstanding Purchase Price of any Purchased Asset until the Payment Date following receipt of the Cash Collateral2.2. (b) To the extent any such Margin Deficit is the result of a reduction in the Market Value of any Mortgage Asset, the Seller may dispute the determination of such Market Value by the Purchaser pursuant to the provisions of Section 2.10 of this Agreement, provided that no such dispute shall relieve, waive or delay the Seller's obligation to timely satisfy the Margin Deficit in accordance with this Section 2.7. The Deal Agent’s failure of the Seller to satisfy the Margin Deficit on a timely basis shall constitute a Termination Event and the Seller shall be precluded from disputing the Margin Base determined by the Purchaser. If (i) the Seller satisfies the Margin Deficit on a timely basis, (ii) the Seller timely satisfies the provisions set forth in Section 2.10 of this Agreement with respect to a dispute of the determination of the Market Value of any Purchased Asset, and, (iii) pursuant to the terms of such Section 2.10, a revised Market Value for such Mortgage Asset is determined that (if used in lieu of the Market Value used by the Purchaser in determining the Margin Base) would have resulted in a reduction of the Margin Deficit paid by the Seller, then the Purchaser shall promptly remit the difference to the Seller without any interest or other amounts due thereon. (c) The Purchaser's election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not waive the Margin Deficit or in any way limit or impair the Deal Agent’s its right to deliver a Margin Deficit Notice at any time the same or any other a Margin Deficit exists. The Deal Agent’s, the Purchaser’s and the Secured Parties’ rights under this Section 2.7 are in addition to, and not in lieu of, any other rights of the Deal Agent, the Purchaser and the Secured Parties under this Agreement or Applicable Law. (c) If the Margin Deficit is not satisfied by the Margin Correction Deadline, it shall be an Event of Default under this Agreement and the Deal Agent as agent for the Secured Parties shall have, in addition to all other rights and remedies available to the Deal Agent, the Purchaser and the Secured Parties under this Agreement and the other Repurchase Documents, the right to liquidate any and all Purchased Assets and Purchased Items and any proceeds therefrom will be applied in the Deal Agent’s discretion to certain Purchased Assets or reduce the Purchase Price with respect to all outstanding Transactions on a pro rata basis.

Margin Account Maintenance. (a) If at any time the Deal Agent Purchaser determines (based on such factors as the Deal Agent Purchaser determines to rely on in its sole discretion, including, including but not limited to, to a credit analysis of the Underlying Mortgaged Properties and the current market conditions for the Purchased Mortgage Asset) that the Margin Base (as determined by the Deal Agent in its discretion on such date) for all of the Purchased Assets (as determined by the Deal Agent in its discretion) is less than the aggregate Purchase Price for all such outstanding Transactions (in each case, the aggregate amount of such difference being, a “"Margin Deficit”"), then the Deal Agent mayPurchaser may by notice to the Seller in the form of Exhibit XII (as such notice is more particularly set forth below, by delivery of a "Margin Deficit Notice to the Seller, Notice") require the Seller to transfer to the Deal Agent as agent for Purchaser or its designee (including the Secured Parties Custodian) cash or Eligible Assets with an so that the aggregate Asset Value in the amount of the Purchased Assets will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactions, provided that, prior to or contemporaneously with the delivery of such Margin Deficit Notice, the Purchaser has informed the Seller of the methodology (in reasonable detail) utilized by the Purchaser to determine such Margin Deficit. Notwithstanding anything to the contrary in this Agreement, the Seller shall transfer such cash or Eligible Assets to the Purchaser's Account no later than the Margin Correction Deadline so that, twenty-four (24) hours after giving effect to such payments and/or transfers, the Margin Deficit is eliminated. Notwithstanding the foregoing, upon written request of the Seller, the Deal Agent may in its discretion extend the Margin Correction Deadline by one (1) additional Business Day provided all of the following conditions are satisfied: (i) no Default or Event of Default has occurred and is continuing, (ii) no Eligible Asset in respect of which such repurchase or payment is to be made is in any monetary or non–monetary default or is otherwise a Delinquent Mortgage Asset, (iii) the Seller is making diligent and good faith efforts to effect the necessary repurchase or payment (including, without limitation, by selling or financing the Eligible Assets in respect of which such repurchase or payment is to be made, calling capital that is available to be drawn under existing equity contribution agreements (if any) and/or raising new equity capital), (iv) no cash flow shall be distributed in any manner by the Seller except to the Deal Agent as agent for the Secured Parties (and the Limited Guarantor, the Pledgor, the Parent and all other Repurchase Parties shall not be entitled to, and shall not receive, from the Seller any fees, compensation or other payments of any kind until all repurchases and payments necessary to be made in satisfaction of the Margin Deficit shall have been completed) and (v) no additional Margin Deficit Notice is delivered by the Deal Agent, or if any such notice is delivered, all transfers, repurchases and payments shall be deemed to be made in satisfaction thereof are made by the applicable Margin Correction Deadline applicable theretohave been received under Section 13.2. All cash transferred to the Deal Agent as agent for the Secured Parties Purchaser pursuant to this Section 2.7 shall be deposited into in the Collection Purchaser's Account and shall be attributed to such Transaction or Transactions as the Deal Agent Purchaser shall determine in its sole discretion. Transfers of Eligible Assets shall be transferred to the Purchaser or its designee under this Subsection 2.7(a) shall be subject to in the same conditions and requirements that are applicable to the transfers of manner as Eligible Assets are transferred under Section 2.2 and the other provisions of this Agreement. Notwithstanding anything contained herein to the contrary, the rights of the Deal Agent under this Section 2.7 to require the elimination of the Margin Deficit may also be exercised whenever such a Margin Deficit exists with respect to any single Transaction or multiple Transactions hereunder (calculated without regard to any other Transactions outstanding under this Agreement). Any cash transferred to the Deal Agent as agent for the Secured Parties pursuant to this Section 2.7 shall be held by the Deal Agent as Cash Collateral and, unless otherwise determined by the Deal Agent in its discretion, shall not be applied to reduce the outstanding Purchase Price of any Purchased Asset until the Payment Date following receipt of the Cash Collateral2.2. (b) To the extent any such Margin Deficit is the result of a reduction in the Market Value of any Mortgage Asset, the Seller may dispute the determination of such Market Value by the Purchaser pursuant to the provisions of Section 2.10 of this Agreement, provided that no such dispute shall relieve, waive or delay the Seller's obligation to timely satisfy the Margin Deficit in accordance with this Section 2.7. The Deal Agent’s failure of the Seller to satisfy the Margin Deficit on a timely basis shall constitute a Termination Event and the Seller shall be precluded from disputing the Margin Base determined by the Purchaser. If (i) the Seller satisfies the Margin Deficit on a timely basis, (ii) the Seller timely satisfies the provisions set forth in Section 2.10 of this Agreement with respect to a dispute of the determination of the Market Value of any Purchased Asset, and, (iii) pursuant to the terms of such Section 2.10, a revised Market Value for such Mortgage Asset is determined that (if used in lieu of the Market Value used by the Purchaser in determining the Margin Base) would have resulted in a reduction of the Margin Deficit paid by the Seller, then the Purchaser shall promptly remit the difference to the Seller without any interest or other amounts due thereon. (c) The Purchaser's election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not waive the Margin Deficit or in any way limit or impair the Deal Agent’s its right to deliver a Margin Deficit Notice at any time the same or any other a Margin Deficit exists. The Deal Agent’s, the Purchaser’s Loan Purchase and the Secured Parties’ rights under this Section 2.7 are in addition to, Repurchase Agreement (Wachovia and not in lieu of, any other rights of the Deal Agent, the Purchaser and the Secured Parties under this Agreement or Applicable Law. (c) If the Margin Deficit is not satisfied by the Margin Correction Deadline, it shall be an Event of Default under this Agreement and the Deal Agent as agent for the Secured Parties shall have, in addition to all other rights and remedies available to the Deal Agent, the Purchaser and the Secured Parties under this Agreement and the other Repurchase Documents, the right to liquidate any and all Purchased Assets and Purchased Items and any proceeds therefrom will be applied in the Deal Agent’s discretion to certain Purchased Assets or reduce the Purchase Price with respect to all outstanding Transactions on a pro rata basis.Arbor)