Common use of MARGIN AMOUNT MAINTENANCE Clause in Contracts

MARGIN AMOUNT MAINTENANCE. (a) The Market Value of each Purchased Asset shall be determined in the manner set forth in the definition of “Market Value” and may be determined on any Business Day as set forth in this Section 4(a) on which any of the following has occurred: (i) with respect to any Purchased Asset, any date that is [*] or more after the related Purchase Date therefor (or, in the case of the Class A4 Notes only, any date that is [*] or more after the related Purchase Date therefor), (ii) on the date of any partial repurchase of any Purchased Asset, or (iii) on any date on which, as determined by Buyer in its sole discretion, there has been any change in the composition and/or credit quality of the underlying reverse mortgage loans securing or backing such Purchased Asset, or there has occurred any other event that, in the determination of Buyer in its sole discretion, has resulted in a decline in the market value of such Purchased Asset, and in each such case, Buyer may, in its sole discretion, request that Monitoring Agent determine the Market Value for any applicable Purchased Asset (or, in the case of any such partial repurchase, all Purchased Assets) and, upon delivery to Buyer and Seller by Monitoring Agent of its determination of Market Value for the related Purchased Asset (or, in the case of any such partial repurchase, all Purchased Assets), the Market Value for such Purchased Asset (or, in the case of any such partial repurchase, all Purchased Assets) shall be the market value as so determined by Monitoring Agent in its commercially reasonable judgment, which determination shall be deemed correct absent manifest error. All costs and expenses of Monitoring Agent shall be paid by Seller. Notwithstanding the foregoing or anything to the contrary herein, in the event that all Purchased Assets consisting of Class A4 Notes are not repurchased in full within [*] following the Closing Date, Buyer may from time to time from and after the [*] following the Closing Date, elect to adjust the Market Value of the Class A4 Notes to the market value of such Class A4 Notes as determined by Buyer in its sole discretion. .

MARGIN AMOUNT MAINTENANCE. (a) The Market If at any time the aggregate Collateral Value of each the related Purchased Asset shall Mortgage Loans subject to all Transactions is less than the aggregate Purchase Price for all such Transactions (a "Margin Deficit"), then Buyer may by notice to Seller require Seller to transfer to Buyer or its designee (including the Trustee) Mortgage Loans or cash ("Additional Purchased Loans"), so that the cash and aggregate Collateral Value of the Purchased Mortgage Loans, including any such Additional Purchased Loans, will thereupon equal or exceed the aggregate Margin Amount. (b) If at any time the aggregate Collateral Value of all Purchased Mortgage Loans subject to all Transactions exceeds the aggregate Purchase Price for all such Transactions (a "Margin Excess"), then Seller may by notice to Buyer require Buyer in such Transactions, to transfer or cause to be determined transferred to Seller or its designee Purchased Mortgage Loans or cash so that the cash and aggregate Collateral Value of the Purchased Mortgage Loans, after deduction of any such Mortgage Loans or cash so transferred, will thereupon not exceed the aggregate Margin Amount. (c) Seller may provide notice pursuant to subsection (b) hereof by preparing a Request for Release of Mortgage Loans in the manner form of Exhibit K to the Pooling and Servicing Agreement ("Notice of Release of Pledge"), specifying (1) the Purchased Mortgage Loans to be released and the requested release date, (2) the aggregate Collateral Value with respect to such Purchased Mortgage Loans, (3) the remaining aggregate Collateral Value after giving effect to the transfer of the Purchased Mortgage Loans, (4) the aggregate Purchase Price of the Transactions, and (5) a certification from the Seller that, upon release of the Purchased Mortgage Loans, there will not be a Margin Deficit. (d) The Seller shall transmit the Notice of Release of Pledge by facsimile transmission to the Buyer. Upon confirming that the Notice of Release of Pledge correctly reflects the information set forth in Section 4(c) and that, after giving effect to the requested release the Collateral Value would be equal to or greater than the aggregate Purchase Price of the Transactions, the Buyer shall countersign the Notice of Release of Pledge and transmit the countersigned Notice of Release of Pledge to the Trustee. In the event that the Buyer's assessment of the Collateral Value would alter the information set forth in any Request for Release, the Buyer shall promptly notify the Seller in writing of such assessment. (e) Upon receipt of the countersigned Notice of Release of Pledge and upon approval of the Notice of Release of Pledge by the Buyer, the Trustee shall take the actions set forth in the definition Pooling and Servicing Agreement with respect to the Purchased Mortgage Loan to be released. (f) The Buyer shall not be obligated to countersign a Notice of “Market Value” and may be determined on any Business Day as set forth in this Section 4(a) on which any Release of the following has occurred: Pledge (i) which the Buyer reasonably determines is based on erroneous information or would result in a transfer of Purchased Mortgage Loans other than in accordance with respect to any Purchased Assetthe terms of this Repurchase Agreement, any date that is [*] or more after the related Purchase Date therefor (or, in the case of the Class A4 Notes only, any date that is [*] or more after the related Purchase Date therefor), (ii) on which does not reflect the date of any partial repurchase of any Purchased Asset, or (iii) on any date on which, as determined by Buyer in its sole discretion, there has been any change in the composition and/or credit quality of the underlying reverse mortgage loans securing or backing such Purchased Asset, or there has occurred any other event that, in the Buyer's current determination of Buyer in its sole discretion, has resulted in a decline in the market value of such Purchased Asset, and in each such case, Buyer may, in its sole discretion, request that Monitoring Agent determine the Market Value for any applicable Purchased Asset (or, in the case of any such partial repurchase, all Purchased Assets) and, upon delivery to Buyer and Seller by Monitoring Agent of its determination of Market Value for the related Purchased Asset (or, in the case of any such partial repurchase, all Purchased Assets), the Market Value for such Purchased Asset (or, in the case of any such partial repurchase, all Purchased Assets) shall be the market value as so determined by Monitoring Agent in its commercially reasonable judgment, which determination shall be deemed correct absent manifest error. All costs and expenses of Monitoring Agent shall be paid by Seller. Notwithstanding the foregoing or anything to the contrary herein, in the event that all Purchased Assets consisting of Class A4 Notes are not repurchased in full within [*] following the Closing Date, Buyer may from time to time from and after the [*] following the Closing Date, elect to adjust the Market Value of the Class A4 Notes to the market value of such Class A4 Notes as determined by Buyer in its sole discretion. Collateral Value.

MARGIN AMOUNT MAINTENANCE. (a) The Market Value of each Purchased Asset shall be determined in the manner set forth in the definition of “Market Value” and may be determined on any Business Day as set forth in this Section 4(a) on which any of the following has occurred: (i) with respect to any Purchased Asset, any date that is [*] or more after the related Purchase Date therefor (or, in the case of the Class A4 Notes only, any date that is [*] or more after the related Purchase Date therefor), (ii) on the date of any partial repurchase of any Purchased Asset, or (iii) on any date on which, as determined by Buyer in its sole discretion, there has been any change in the composition and/or credit quality of the underlying reverse mortgage loans securing or backing such Purchased Asset, or there has occurred any other event that, in the determination of Buyer in its sole discretion, has resulted in a decline in the market value of such Purchased Asset, and in each such case, Buyer may, in its sole discretion, request that Monitoring Agent determine the Market Value for any applicable Purchased Asset (or, in the case of any such partial repurchase, all Purchased Assets) and, upon delivery to Buyer and Seller by Monitoring Agent of its determination of Market Value for the related Purchased Asset (or, in the case of any such partial repurchase, all Purchased Assets), the Market Value for such Purchased Asset (or, in the case of any such partial repurchase, all Purchased Assets) shall be the market value as so determined by Monitoring Agent in its commercially reasonable judgment, which determination shall be deemed correct absent manifest error. All costs and expenses of Monitoring Agent shall be paid by Seller. Notwithstanding the foregoing or anything to the contrary herein, in the event that all Purchased Assets consisting of Class A4 Notes are not repurchased in full within [*] following the Closing Date, Buyer may from time to time from and after the [*] following the Closing Date, elect to adjust the Market Value of the Class A4 Notes to the market value of such Class A4 Notes as determined by Buyer in its sole discretion. .

MARGIN AMOUNT MAINTENANCE. (a) The Market Value of each Purchased Asset Buyer shall be determined in the manner set forth in the definition of “Market Value” and may be determined on any Business Day as set forth in this Section 4(a) on which any of the following has occurred: (i) with respect to any Purchased Asset, any date that is [*] or more after the related Purchase Date therefor (or, in the case of the Class A4 Notes only, any date that is [*] or more after the related Purchase Date therefor), (ii) on the date of any partial repurchase of any Purchased Asset, or (iii) on any date on which, as determined by Buyer in its sole discretion, there has been any change in the composition and/or credit quality of the underlying reverse mortgage loans securing or backing such Purchased Asset, or there has occurred any other event that, in the determination of Buyer in its sole discretion, has resulted in a decline in the market value of such Purchased Asset, and in each such case, Buyer may, in its sole discretion, request that Monitoring Agent determine the Market Value for of any applicable Purchased Asset (i) on the applicable Purchase Date, (ii) at any time upon the occurrence and continuance of a Revaluation Event; (iii) at any time upon the occurrence and continuance of a Credit Event, (iv) or in accordance with exercising its remedies pursuant to Section 14 hereof or (v) at any time upon the occurrence and continuance of an Event of Default. For the avoidance of doubt, Buyer shall not determine or have the right to determine the Market Value at any time other than as set forth in the preceding sentence. (b) If at any time the aggregate Asset Value of all Purchased Assets subject to Transactions is less than the aggregate Purchase Price for such Purchased Assets (a “Margin Deficit”), then if such Margin Deficit is greater than the Permitted Amount, Buyer may by written notice to Seller (as such notice is more particularly set forth below, a “Margin Deficit Call”), require Seller to transfer to Buyer or its designee, cash in the amount equal to the Margin Deficit, and Buyer shall apply such cash to the outstanding Purchase Price of the Purchased Assets as directed by Seller, or, in the case absence of such direction, on a weighted average, pro rata basis, with respect to the Purchased Assets that gave rise to the Margin Call. Seller shall also be entitled to correct a Margin Deficit in whole or in part by a repurchase of one or more Purchased Assets pursuant to Section 3(e). (c) If at any time the Asset Value of any such partial repurchase, or all Purchased Assets) andAssets subject to Transactions exceeds the aggregate outstanding Purchase Price (a “Margin Excess”), upon then Seller may, by delivery of written notice to Buyer and Seller on any Business Day, request Buyer by Monitoring Agent of its determination of Market Value for the related Purchased Asset Margin Deadline to remit additional Purchase Price (orsuch request a “Margin Excess Call” together with a Margin Deficit Call, a “Margin Call”) in an amount equal to the case lesser of any (x) such partial repurchase, all Purchased Assets), Margin Excess and (y) the Market Value for such Purchased Asset (or, in the case of any such partial repurchase, all Purchased Assets) shall be the market value as so determined by Monitoring Agent in its commercially reasonable judgment, which determination shall be deemed correct absent manifest error. All costs and expenses of Monitoring Agent shall be paid amount requested by Seller. Notwithstanding Buyer shall not be obligated to remit Margin Excess if (A) it would cause the outstanding Purchase Price to exceed the Maximum Aggregate Purchase Price or otherwise be inconsistent with the requirements or conditions of this Agreement; (B) a Default or Event of Default has occurred and is continuing or would exist after such action by Buyer or (C) such action would cause a Margin Deficit. (d) Notice delivered pursuant to Section 4(b) hereof may be given by any written or electronic means. Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the Business Day following such notice; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice (the foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). (e) The failure of Buyer, on any one or anything more occasions, to exercise its rights hereunder, shall not change or alter the contrary herein, in terms and conditions to which this Agreement is subject or limit the event right of Buyer to do so at a later date. Seller and Buyer each agree that all Purchased Assets consisting of Class A4 Notes are not repurchased in full within [*] following the Closing Date, Buyer may from time to time from and after the [*] following the Closing Date, elect to adjust the Market Value of the Class A4 Notes to the market value of such Class A4 Notes as determined a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in its sole discretion. any way create additional rights for Seller.

MARGIN AMOUNT MAINTENANCE. (a) The Market Value of each Purchased Asset shall be determined in the manner set forth in the definition of “Market Value” and may be determined on any Business Day as set forth in this Section 4(a) on which any of the following has occurred: (i) with respect to any Purchased Asset, any date that is [*] or more after the related Purchase Date therefor (or, in the case of the Class A4 Notes only, any date that is [*] or more after the related Purchase Date therefor), (ii) on the date of any partial repurchase of any Purchased Asset, or (iii) on any date on which, as determined by Buyer in its sole discretion, there has been any change in the composition and/or credit quality of the underlying reverse mortgage loans securing or backing such Purchased Asset, or there has occurred any other event that, in the determination of Buyer in its sole discretion, has resulted in a decline in the market value of such Purchased Asset, and in each such case, Buyer may, in its sole discretion, request that Monitoring Agent determine the Market Value for any applicable Purchased Asset (or, in the case of any such partial repurchase, all Purchased Assets) and, upon delivery to Buyer and Seller by Monitoring Agent of its determination of Market Value for the related Purchased Asset (or, in the case of any such partial repurchase, all Purchased Assets), the Market Value for such Purchased Asset (or, in the case of any such partial repurchase, all Purchased Assets) shall be the market value as so determined by Monitoring Agent in its commercially reasonable judgment, which determination shall be deemed correct absent manifest error. All costs and expenses of Monitoring Agent shall be paid by Seller. Notwithstanding the foregoing or anything to the contrary herein, in the event that all Purchased Assets consisting of Class A4 Notes are not repurchased in full within [*] following the Closing Date, Buyer may from time to time from and after the [*] following the Closing Date, elect to adjust the Market Value of the Class A4 Notes to the market value of such Class A4 Notes as determined by Buyer in its sole discretion. (b) If at any time the aggregate unpaid Repurchase Price of all Purchased Assets of any Bond Type exceeds the lesser of (A) the product of (x) the Purchase Price Percentage for such Bond Type, multiplied by (y) the aggregate Market Value of all Purchased Assets of such Bond Type, as determined by Buyer in its sole discretion, and (B) the applicable Purchased Asset Value Floor of all Purchased Assets of such Bond Type (a “Margin Deficit”), then Buyer may, by notice to Seller (as such notice is more particularly set forth below, a “Margin Call”), require Seller to transfer to Buyer or its designee cash in the amount of the Margin Deficit pursuant to Section 4(c) of this Agreement. (c) Notice delivered pursuant to Section 4(b) of this Agreement may be given by any written or electronic means. Any notice given pursuant to Section 4(b) of this Agreement shall be met, and the related Margin Call satisfied, no later than [*] (New York City time) on the applicable Margin Deadline.

MARGIN AMOUNT MAINTENANCE. (a) The Market Value of each Purchased Asset Mortgage Loan shall be determined in the manner set forth in the definition of “Market Value” and may be determined on any Business Day as set forth in this Section 4(a) on which any of the following has occurred: (i) with ”. With respect to any HomeSafe Standard, HomeSafe Select or HomeSafe Flex, the Market Value of each such Purchased Asset, any date that is [*] Mortgage Loan shall be determined in accordance with clauses (I)(a) or more after the related Purchase Date therefor (or, in the case I)(b) of the Class A4 Notes only, any date that is [*] or more after the related Purchase Date therefor), (ii) on the date definition of any partial repurchase of any Purchased Asset, or (iii) on any date on which“Market Value”, as determined by Buyer in its sole discretion, there has been any change in the composition and/or credit quality of the underlying reverse mortgage loans securing or backing such Purchased Asset, or there has occurred any other event that, in the determination of Buyer in its sole discretion, has resulted in a decline in the market value of such Purchased Assetapplicable, and in each such caseconnection with any determination of Market Value pursuant to clause (I)(b) thereof, Buyer may, in its sole discretiondiscretion at any time, request that the Monitoring Agent determine the Market Value for any applicable such Purchased Asset (or, in the case of any such partial repurchase, all Purchased Assets) Mortgage Loan and, upon delivery to Buyer and Seller by the Monitoring Agent of its determination of Market Value for the related Purchased Asset (or, in the case of any such partial repurchase, all Purchased Assets)Mortgage Loan, the Market Value for such Purchased Asset (or, in the case of any such partial repurchase, all Purchased Assets) Mortgage Loan shall be the market value as so determined by the Monitoring Agent in its commercially reasonable judgment, which determination shall be deemed correct absent manifest error. All costs and expenses of the Monitoring Agent shall be paid by Seller. Notwithstanding . (b) If at any time the foregoing Asset Value of any Purchased Mortgage Loan subject to a Transaction is less than the Repurchase Price for such Purchased Mortgage Loan (a “Margin Deficit”), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a “Margin Call”), require Seller to transfer to Buyer or anything to the contrary herein, its designee cash in the event that all Purchased Assets consisting amount of Class A4 Notes are not repurchased in full within the Margin Deficit pursuant to Section 4(c). (c) Notice delivered pursuant to Section 4(b) may be given by any written or electronic means. Any notice given pursuant to Section 4(b) shall be met, and the related Margin Call satisfied, no later than [*] following the Closing Date, Buyer may from time to time from and after the [**] following (New York City time) on the Closing Dateapplicable Margin Deadline. (d) The failure of Buyer, elect on any one or more occasions, to adjust exercise its rights hereunder, shall not change or alter the Market terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) Any cash transferred to Buyer pursuant to this Section 4 shall be applied to reduce the Repurchase Price of the applicable Purchased Mortgage Loans under this Agreement. (f) If the Asset Value of the Class A4 Notes Purchased Mortgage Loan is deemed to be [***], in lieu of paying the market value of Margin Deficit, Seller shall repurchase such Class A4 Notes as determined by Buyer Purchased Mortgage Loan in its sole discretion. accordance with Section 3(e) no later than the related Margin Deadline.