Common use of Margin adjustments Clause in Contracts

Margin adjustments. (a) If at any time the Asset Value of a Purchased Asset is determined to be zero by the Buyer in its sole discretion (including by operation of the definition of "Asset Value"), then Buyer may, by delivery to Seller of a Margin Deficit Notice, require Seller to, at Seller's option, no later than the Margin Correction Deadline, repurchase such Purchased Assets at the Repurchase Price. (b) If at any time the aggregate Repurchase Price of all Mortgage Assets subject to Transactions then outstanding exceeds the Maximum Amount, then Buyer may, by delivery to Seller of a Margin Deficit Notice, require Seller to, no later than the Margin Correction Deadline, (i) repurchase Purchased Assets at the Repurchase Price, (ii) make a payment in reduction of the Repurchase Price or (iii) choose any combination of the foregoing, so that, after giving effect to such repurchases and payments, the aggregate Repurchase Price of all Mortgage Assets subject to Transactions then outstanding does not exceed the Maximum Amount. (c) Except as contemplated by Section 4.02 as a repurchase payment or as otherwise agreed in writing by Buyer, all cash transferred to Buyer pursuant to this Section 4.01 shall be deposited in the account set forth in Section 7.01 hereof and shall be deemed to reduce the aggregate Repurchase Price with respect to all outstanding Transactions. (d) Buyer's election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time a such a notice is permitted to be delivered by Section 4.01(a) or 4.01(b) shall not in any way limit or impair Buyer's right to deliver a Margin Deficit Notice at any other time such a notice is permitted to be delivered by Section 4.01(a) or 4.01(b).

Margin adjustments. (a) If at any time the Repurchase Price for any Purchased Asset exceeds the Asset Value of a such Purchased Asset is determined to be zero by the Buyer in its sole discretion (including by operation of the definition of "Asset Value")Asset, then Buyer may, by delivery to Seller the Sellers of a Margin Deficit Notice, require Seller the Sellers to, at Seller's the Sellers' option, no later than the Margin Correction Deadline, (i) sell to Buyer for no additional consideration (by transfer to Buyer or its designee, including the Custodian) additional Eligible Assets ("Additional Purchased Assets"), (ii) repurchase such Purchased Assets at the Repurchase Price, (iii) make a payment in reduction of the Repurchase Price or (iv) choose any combination of the foregoing, so that, after giving effect to such transfers, repurchases and payments, the Repurchase Price for such Purchased Asset does not exceed the Asset Value thereof. (b) If at any time the aggregate Repurchase Price of all Mortgage Assets subject to Transactions then outstanding exceeds the Maximum Amount, then Buyer may, by delivery to Seller the Sellers of a Margin Deficit Notice, require Seller the Sellers to, no later than the Margin Correction Deadline, (i) repurchase Purchased Assets at the Repurchase Price, (ii) make a payment in reduction of the Repurchase Price or (iii) choose any combination of the foregoing, so that, after giving effect to such repurchases and payments, the aggregate Repurchase Price of all Mortgage Assets subject to Transactions then outstanding does not exceed the Maximum Amount. (c) Except as contemplated by Section 4.02 4.02(a) or (b) as a repurchase payment or as otherwise agreed in writing by Buyer, all cash transferred to Buyer pursuant to this Section 4.01 shall be deposited in the account set forth in Section 7.01 hereof and shall be deemed to reduce the aggregate Repurchase Price with respect to all outstanding Transactions. (d) Buyer's election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time a such a notice is permitted to be delivered by Section 4.01(a) or 4.01(b) shall not in any way limit or impair Buyer's right to deliver a Margin Deficit Notice at any other time such a notice is permitted to be delivered by Section 4.01(a) or 4.01(b).

Margin adjustments. (a) If at any time the aggregate Repurchase Price for all Purchased Assets exceeds the aggregate Asset Value of a the Purchased Asset is determined to be zero by the Buyer in its sole discretion (including by operation of the definition of "Asset Value")Assets, then Buyer the Agent may, by delivery to Seller the Sellers of a Margin Deficit Notice, require Seller the Sellers to, at Seller's the Sellers’ option, no later than the Margin Correction Deadline, (i) sell to the Buyers for no additional consideration (by transfer to the Agent or its designee, including the Custodian) additional Eligible Assets (“Additional Purchased Assets”), (ii) repurchase such Purchased Assets at the Repurchase Price, (iii) make a payment in reduction of the aggregate Repurchase Price (to be allocated to the Repurchase Price of one or more Purchased Assets, as the Sellers shall direct to the Agent in writing) or (iv) choose any combination of the foregoing, so that, after giving effect to such transfers, repurchases and payments, the aggregate Repurchase Price for all Purchased Assets does not exceed the aggregate Asset Value thereof. (b) If at any time the aggregate Repurchase Price of all Mortgage Assets subject to Transactions then outstanding exceeds the Maximum Amount then in effect (including, without limitation, after giving effect to the decreases in the Maximum Amount which shall occur on the First Termination Date and the Second Termination Date), or the aggregate Repurchase Price of all Mortgage Assets subject to Special Purpose Transactions then outstanding exceeds an amount equal to 15% of the Maximum Amount, then Buyer the Agent may, by delivery to Seller the Sellers of a Margin Deficit Notice, require Seller the Sellers to, no later than the Margin Correction Deadline, (i) repurchase Purchased Assets at the Repurchase Price, (ii) make a payment in reduction of the Repurchase Price or (iii) choose any combination of the foregoing, so that, after giving effect to such repurchases and payments, the aggregate Repurchase Price of all Mortgage Assets subject to Transactions then outstanding does not exceed the Maximum AmountAmount then in effect, or the aggregate Repurchase Price of all Mortgage Assets subject to Special Purpose Transactions then outstanding does not exceed an amount equal to 15% of the Maximum Amount as applicable. (c) Except as contemplated by Section 4.02 4.02(a) or (b) as a repurchase payment or as otherwise agreed in writing by Buyerthe Agent, all cash transferred to Buyer the Agent pursuant to this Section 4.01 shall be deposited in the account set forth in Section 7.01 hereof and shall be deemed to reduce the aggregate Repurchase Price with respect to all outstanding Transactions. (d) Buyer's The Agent’s election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time a such a notice is permitted to be delivered by Section 4.01(a) or 4.01(b) shall not in any way limit or impair Buyer's the Agent’s right to deliver a Margin Deficit Notice at any other time such a notice is permitted to be delivered by Section 4.01(a) or 4.01(b).

Margin adjustments. (a) If at any time (i) the Repurchase Price for any Purchased Asset exceeds the Asset Value of a such Purchased Asset is determined to be zero by the Buyer in its sole discretion or (including by operation of the definition of "Asset Value")ii) either S&P or Xxxxx'x downgrades any Eligible Asset, then Buyer may, by delivery to Seller the Sellers of a Margin Deficit Notice, require Seller the Sellers to, at Seller's the Sellers' option, no later than the Margin Correction Deadline, (i) sell to Buyer for no additional consideration (by transfer to Buyer or its designee, including the Custodian) additional Eligible Assets ("Additional Purchased Assets"), (ii) repurchase such Purchased Assets at the Repurchase Price, (iii) make a payment in reduction of the Repurchase Price or (iv) choose any combination of the foregoing, so that, after giving effect to such transfers, repurchases and payments, the Margin Base is not less than the aggregate Purchase Price of all Mortgage Assets subject to Transactions then outstanding. (b) If at any time the aggregate Repurchase Price of all Mortgage Assets subject to Transactions then outstanding exceeds the Maximum Amount, then Buyer may, by delivery to Seller the Sellers of a Margin Deficit Notice, require Seller the Sellers to, no later than the Margin Correction Deadlinetime that is forty-eight (48) hours after such notice is first received by any Seller (or if such time is not during a Business Day, then no later than the same time on the next Business Day), (i) repurchase Purchased Assets at the Repurchase Price, (ii) make a payment in reduction of the Repurchase Price or (iii) choose any combination of the foregoing, so that, after giving effect to such repurchases and payments, the aggregate Repurchase Price of all Mortgage Assets subject to Transactions then outstanding does not exceed the Maximum Amount. (c) Except as contemplated by Section 4.02 as a repurchase payment Notwithstanding anything else herein, for purposes of determining the Margin Base, the Asset Value of any Letter of Credit Loan shall be equal to $0 beginning 60 days prior to the expiration or as termination date of the underlying Letter of Credit, if such Letter of Credit is not renewed or extended in accordance with the underlying Mortgage Loan Documents. (d) Unless otherwise agreed in writing by Buyer, all cash transferred to Buyer pursuant to this Section 4.01 shall be deposited in the account set forth in Section 7.01 hereof and shall be deemed to reduce the aggregate Repurchase Price with respect to all outstanding Transactions. (de) Buyer's election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time a such a notice is permitted to be delivered by Section 4.01(a) or 4.01(b) shall not in any way limit or impair Buyer's right to deliver a Margin Deficit Notice at any other time such a notice is permitted to be delivered by Section 4.01(a) or 4.01(b).

Margin adjustments. (a) If at any time the Repurchase Price of any Purchased Asset exceeds the Asset Value of a such Purchased Asset is (taking into account the positive value or negative value, as applicable, of any related Interest Rate Protection Agreement in which Seller has a first priority security interest), as determined to be zero by the Buyer in its sole discretion (including by operation of the definition of "Asset Value")discretion, then Buyer may, by delivery to Seller of a Margin Deficit Notice, require Seller to, at Seller's ’s option, no later than the Margin Correction Deadline, (i) sell to Buyer for no additional consideration (by transfer to Buyer or its designee, including the Custodian) additional Eligible Assets (“Additional Purchased Assets”), (ii) repurchase such Purchased Assets at the Repurchase Price, (iii) make a payment in reduction of the Repurchase Price of such Purchased Asset, or (iv) choose any combination of the foregoing, so that, after giving effect to such transfers, repurchases and payments, the Repurchase Price for such Purchased Asset does not exceed the Asset Value thereof. (b) If at any time the aggregate Repurchase Price of all Mortgage Purchased Assets subject to Transactions then outstanding exceeds the Maximum Amountaggregate Asset Value of all Purchased Assets (taking into account the positive value or negative value, as applicable, of any related Interest Rate Protection Agreement in which Seller has a first priority security interest), as determined by Buyer in its sole discretion then Buyer may, by delivery to Seller of a Margin Deficit Notice, require Seller to, at Seller’s option, no later than the Margin Correction Deadline, (i) sell to Buyer for no additional consideration (by transfer to Buyer or its designee, including the Custodian) Additional Purchased Assets, (ii) repurchase one or more Purchased Assets at the Repurchase Price, (iiiii) make a payment in reduction of the Repurchase Price of on or more Purchased Assets, or (iiiiv) choose any combination of the foregoing, so that, after giving effect to such transfers, repurchases and payments, the aggregate Repurchase Price for all Purchased Assets does not exceed the aggregate Asset Value thereof, or the aggregate Repurchase Price of all Mortgage Purchased Assets subject to Special Purpose Transactions then outstanding does not exceed an amount equal to 15% of the Maximum Amount, as applicable. (c) Except as contemplated by Section 4.02 as a repurchase payment or as otherwise agreed in writing by Buyer, all cash transferred to Buyer pursuant to this Section 4.01 shall be deposited in the account set forth in Section 7.01 hereof and shall be deemed to reduce the aggregate Repurchase Price with respect to all outstanding Transactions. (d) Buyer's ’s election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time a such a notice is permitted to be delivered by Section 4.01(a) or 4.01(b) shall not in any way limit or impair Buyer's ’s right to deliver a Margin Deficit Notice at any other time such a notice is permitted to be delivered by Section 4.01(a) or 4.01(b).

Margin adjustments. (a) If at any time the Asset Value of a Purchased Asset is determined to be zero by the Buyer in its sole discretion (including by operation of the definition of "Asset Value"), then Buyer may, by delivery to Seller of a Margin Deficit Notice, require Seller to, at Seller's option, no later than the Margin Correction Deadline, repurchase such Purchased Assets at the Repurchase Price. (b) If at any time the aggregate Repurchase Price for all Purchased Assets plus the Letter of all Mortgage Assets subject to Transactions then outstanding Credit Liability exceeds the Maximum Amountaggregate Asset Value of the Purchased Assets, then Buyer the Agent may, by delivery to Seller the Sellers of a Margin Deficit Notice, require Seller the Sellers to, at the Sellers’ option, no later than the Margin Correction Deadline, (i) sell to the Buyers for no additional consideration (by transfer to the Agent or its designee, including the Custodian) additional Eligible Assets (“Additional Purchased Assets”), (ii) repurchase Purchased Assets at the Repurchase Price, (iii) make a payment in reduction of the aggregate Repurchase Price (to be allocated to the Repurchase Price of one or more Purchased Assets, as the Sellers shall direct to the Agent in writing), (iv) permanently cancel all or a portion of the outstanding Letters of Credit, or (v) choose any combination of the foregoing, so that, after giving effect to such transfers, repurchases and payments, the aggregate Repurchase Price for all Purchased Assets does not exceed the aggregate Asset Value thereof. (b) If at any time (i) the aggregate Repurchase Price of all Purchased Assets plus the Letter of Credit Liability exceeds the Maximum Amount then in effect, (ii) the aggregate Repurchase Price of all Future Advance Loans subject to Transactions then outstanding exceeds the Maximum Future Advance Amount then in effect or (iii) the aggregate Repurchase Price of all Purchased Assets subject to Special Purpose Transactions then outstanding exceeds an amount equal to 15% of the Maximum Amount, then the Agent may, by delivery to the Sellers of a Margin Deficit Notice, require the Sellers to, no later than the Margin Correction Deadline, (w) permanently cancel all or a portion of the outstanding Letters of Credit, (x) repurchase Purchased Assets or Future Advance Loans, as applicable, at the Repurchase Price, (y) make a payment in reduction of the Repurchase Price or (iiiz) choose any combination of the foregoing, so that, after giving effect to such repurchases and payments, the aggregate Repurchase Price of all Mortgage Assets subject to Transactions then outstanding does not exceed the Maximum Amount, the aggregate Repurchase Price of all Future Advance Loans subject to Transactions then outstanding does not exceed the Maximum Future Advance Amount, or the aggregate Repurchase Price of all Mortgage Assets subject to Special Purpose Transactions then outstanding does not exceed an amount equal to 15% of the Maximum Amount as applicable. (c) Except as contemplated by Section 4.02 4.02(a) or (b) as a repurchase payment or as otherwise agreed in writing by Buyerthe Agent, all cash transferred to Buyer the Agent pursuant to this Section 4.01 shall be deposited in the account set forth in Section 7.01 hereof and shall be deemed to reduce the aggregate Repurchase Price with respect to all outstanding Transactions. (d) Buyer's The Agent’s election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time a such a notice is permitted to be delivered by Section 4.01(a) or 4.01(b) shall not in any way limit or impair Buyer's the Agent’s right to deliver a Margin Deficit Notice at any other time such a notice is permitted to be delivered by Section 4.01(a) or 4.01(b).