Common use of Margin Account Maintenance Clause in Contracts

Margin Account Maintenance. (a) If at any time the Purchaser determines (based on such factors as the Purchaser determines to rely on its sole discretion, including but not limited to a credit analysis of the Underlying Mortgaged Properties and the current market conditions for the Mortgage Asset) that the Margin Base is less than the aggregate Purchase Price for all outstanding Transactions (a "Margin Deficit"), then the Purchaser may by notice to the Seller in the form of Exhibit XII (as such notice is more particularly set forth below, a "Margin Deficit Notice") require the Seller to transfer to the Purchaser or its designee (including the Custodian) cash or Eligible Assets so that the aggregate Asset Value 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 twenty-four (24) hours after such Margin Deficit Notice shall be deemed to have been received under Section 13.2. All cash transferred to the Purchaser pursuant to this Section 2.7 shall be deposited in the Purchaser's Account and shall be attributed to such Transaction as the Purchaser shall determine in its sole discretion. Eligible Assets shall be transferred to the Purchaser in the same manner as Eligible Assets are transferred under Section 2.2.

Margin Account Maintenance. (a) If at any time the Purchaser Deal Agent determines (based on such factors as the Purchaser 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 Mortgage 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 Purchaser may Deal Agent may, by notice delivery of a Margin Deficit Notice to the Seller in the form of Exhibit XII (as such notice is more particularly set forth belowSeller, a "Margin Deficit Notice") require the Seller to transfer to the Purchaser or its designee (including Deal Agent as agent for the Custodian) Secured Parties cash or Eligible Assets so that the aggregate with an 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 twenty-four 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 (241) hours after 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 shall is delivered by the Deal Agent, or if any such notice is delivered, all transfers, repurchases and payments to be deemed to have been received under Section 13.2made in satisfaction thereof are made by the applicable Margin Correction Deadline applicable thereto. All cash transferred to the Purchaser Deal Agent as agent for the Secured Parties pursuant to this Section 2.7 shall be deposited in into the Purchaser's Collection Account and shall be attributed to such Transaction or Transactions as the Purchaser Deal Agent shall determine in its sole 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 Purchaser 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 same manner as Eligible Assets are transferred under Section 2.2outstanding Purchase Price of any Purchased Asset until the Payment Date following receipt of the Cash Collateral.

Margin Account Maintenance. (a) If at any time the Purchaser determines (based on such factors as the 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 Mortgage Purchased Asset) that the Margin Base (as determined by the Purchaser in its discretion) on such date for all of the Purchased Assets (as determined by the Purchaser in its discretion) is less than the aggregate Purchase Price for all such outstanding Transactions (the aggregate amount of such difference being, a "“Margin Deficit"”), then the Purchaser may by notice delivery of a Margin Deficit Notice to the Seller in the form of Exhibit XII (as such notice is more particularly set forth below, a "Margin Deficit Notice") require the Seller to transfer to the Purchaser or its designee (including the Custodian) cash or Eligible Assets so that the aggregate with an Asset Value in the amount of the Purchased Assets will thereupon equal or exceed Margin Deficit by no later than the aggregate Purchase Price for all outstanding Transactions, provided Margin Correction Deadline so that, prior after giving effect to or contemporaneously with such payments and/or transfers, the delivery of such Margin Deficit Noticeis eliminated in full. Notwithstanding the foregoing, upon written request of the Seller, the Purchaser may 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 informed 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 Purchaser (and the 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 methodology Margin Deficit shall have been completed) and (in reasonable detailv) 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 twenty-four (24) hours after such additional Margin Deficit Notice shall is delivered by the Purchaser, or if any such notice is delivered, all transfers, repurchases and payments to be deemed to have been received under Section 13.2made in satisfaction thereof are made by the applicable Margin Correction Deadline applicable thereto. All cash transferred to the Purchaser pursuant to this Section 2.7 2.5 shall be deposited in the Purchaser's Collection Account and shall be attributed to such Transaction or Transactions as the Purchaser shall determine in its sole discretion. Transfers of Eligible Assets to the Purchaser under this 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 other provisions of this Agreement. Notwithstanding anything contained herein to the contrary, the rights of the Purchaser under this Section 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 or multiple 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 Purchaser pursuant to this Section 2.5 shall be held by the Purchaser as Cash Collateral and, unless otherwise determined by the 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. 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 Purchaser’s right to deliver a Margin Deficit Notice at any time the same or any other Margin Deficit exists. The Purchaser’s rights under this Section 2.5 are in addition to and not in lieu of any other right of the Purchaser under this Agreement or Applicable Law. If the Margin Deficit is not satisfied by the Margin Correction Deadline, it shall be an Event of Default under this Agreement and the Purchaser shall have, in addition to all other rights and remedies available to the Purchaser 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 same manner as Eligible Purchaser’s discretion to certain Purchased Assets are transferred under Section 2.2or reduce the Purchase Price with respect to all outstanding Transactions on a pro rata basis.

Margin Account Maintenance. (a) If at any time the Purchaser Deal Agent determines (based on such factors as the Purchaser Deal Agent determines to rely on its sole discretion, including but not limited to a credit analysis of the Underlying Mortgaged Properties and the current market conditions for the Mortgage Asset) that the Margin Base is less than the aggregate Purchase Price for all outstanding Transactions (a "“Margin Deficit"”), then the Purchaser Deal Agent may by notice to the Seller in the form of Exhibit XII (as such notice is more particularly set forth below, a "“Margin Deficit Notice"”) require the Seller to transfer to the Purchaser or its designee (including Deal Agent as agent for the Custodian) Secured Parties cash or Eligible Assets so that the aggregate Asset Value 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 Deal Agent has informed the Seller of the methodology (in reasonable detail) utilized by the Purchaser Deal Agent 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 Deal Agent’s Account no later than twenty-–four (24) hours after such Margin Master Repurchase Agreement (VFCC and Arbor) 43 Deficit Notice shall be deemed to have been received under Section 13.2. All cash transferred to the Purchaser Deal Agent as agent for the Secured Parties pursuant to this Section 2.7 shall be deposited in the Purchaser's Deal Agent’s Account and shall be attributed to such Transaction as the Purchaser Deal Agent shall determine in its sole discretion. Eligible Assets shall be transferred to the Purchaser or its designee in the same manner as Eligible Assets are transferred under Section 2.2.