Common use of Margin Deficit and Margin Call Clause in Contracts

Margin Deficit and Margin Call. If Buyer shall determine at any time that (x) the Asset Value of a Purchased Asset subject to a Transaction is less than the related Purchase Price for such Purchased Asset, (y) the aggregate Asset Value of all Purchased Assets subject to each Transaction is less than the Aggregate Outstanding Purchase Price for such Transactions, or (z) the aggregate Asset Value of all Purchased Assets subject to all Transactions is less than the Aggregate Outstanding Purchase Price for such Transactions (in any such case, a “Margin Deficit”), then Buyer may, at its sole option and by notice to Seller (as such notice is more particularly set forth below, a “Margin Call”), require Seller to either: (i) transfer to Buyer or its designee cash or, at Buyer’s sole option, Eligible Assets approved by Buyer (“Additional Purchased Assets”) so that (x) the individual Asset Value of the Purchased Asset, (y) the aggregate Asset Value of all Purchased Assets subject to each Transaction, or (z) the aggregate Asset Value of all Purchased Assets subject to Transactions, as the case may be, including any such cash or Additional Purchased Assets tendered by the Seller, will thereupon equal or exceed the individual or Aggregate Outstanding Purchase Price(s) as applicable; or (ii) pay one or more Repurchase Prices, as applicable, in an amount sufficient to reduce the related Purchase Price so that the related Purchase Price (or the related aggregate Purchase Price) is less than or equal to the Asset Value of the Purchased Asset (or the aggregate Asset Value of the Purchased Assets, as applicable). If Buyer delivers a Margin Call to Seller on or prior to 12:00 p.m. (New York City time) on any Business Day, then Seller shall transfer cash or Additional Purchased Assets, as applicable, to Buyer no later than 5:00 p.m. (New York City time) that same day. If Buyer delivers a Margin Call to Seller after 12:00 p.m. (New York City time) on any Business Day, Seller shall be required to transfer cash or Additional Purchased Assets no later than 5:00 p.m. (New York City time) on the next subsequent Business Day. Notice of a Margin Call may be provided by Buyer to Seller electronically or in writing, such as via electronic mail or posting such notice on Buyer’s customer website(s).

Margin Deficit and Margin Call. If Buyer shall determine at any time that (xA) the Asset Value of a Purchased Asset Mortgage Loan subject to a Transaction is less than the related Purchase Repurchase Price for such Purchased Asset, or (yB) the aggregate Asset Value of all Purchased Assets subject to each Transaction is less than the Aggregate Outstanding Purchase Price Mortgage Loans for all such Transactions, or (z) the aggregate Asset Value of all Purchased Assets subject to all Transactions is less than the Aggregate Outstanding Purchase aggregate Repurchase Price for such Transactions (in any such either case, a “Margin Deficit”), then Buyer may, at its sole option and by notice to Seller (as such notice is more particularly set forth below, a “Margin Call”), require Seller to either: (i) transfer to Buyer or its designee cash or, at Buyer’s sole option, Eligible Assets or eligible Mortgage Loans approved by Buyer in its sole and good faith discretion (“Additional Purchased AssetsMortgage Loans”) so that (x) the individual Asset Value of the Purchased Asset, (y) Mortgage Loan or the aggregate Asset Value of all the Purchased Assets subject to each Transaction, or (z) the aggregate Asset Value of all Purchased Assets subject to Transactions, as the case may beMortgage Loans, including any such cash or Additional Purchased Assets tendered by the SellerMortgage Loans, will thereupon equal or exceed not be less than the individual Repurchase Price for the Transaction or Aggregate Outstanding Purchase Price(sthe aggregate Repurchase Price for all Transactions by more than fifty thousand ($50,000) as applicabledollars; or (ii) pay one or more Repurchase Prices, as applicable, Prices in an amount sufficient to reduce the related Purchase Price so that the related Purchase Price outstanding Repurchase Prices to an amount at least fifty thousand (or the related aggregate Purchase Price$50,000) is less dollars greater than or equal to the Asset Value of the Purchased Asset (or the aggregate Asset Value of the Purchased Assets, as applicableMortgage Loan(s). If Buyer delivers a Margin Call to Seller on or prior to 12:00 p.m. p.m.. (New York City Pacific time) on any Business Day, then Seller shall transfer cash or Additional Purchased Assets, as applicable, Mortgage Loans to Buyer no later than 5:00 p.m. (New York City Pacific time) that same daythe next Business Day. If Buyer delivers a Margin Call to Seller after 12:00 p.m. (New York City Pacific time) on any Business Day, Seller shall be required to transfer cash or Additional Purchased Assets Mortgage Loans no later than 5:00 12:00 p.m. (New York City Pacific time) on the next 2nd subsequent Business Day. Notice of a Margin Call may be provided by Buyer to Seller electronically or in writing, such as via electronic mail or posting such notice on Buyer’s customer website(s).

Margin Deficit and Margin Call. If Buyer shall determine at any time that (xA) the Asset Value of a Purchased Asset Mortgage Loan subject to a Transaction is less than the related Purchase Price for such Purchased AssetMortgage Loan, (yB) the aggregate Asset Value of all Purchased Assets Mortgage Loans subject to each Transaction is less than the Aggregate Outstanding aggregate outstanding Purchase Price for such TransactionsTransaction, or (zC) the aggregate Asset Value of all Purchased Assets subject to Mortgage Loans for all such Transactions is less than the Aggregate Outstanding aggregate outstanding Purchase Price for such Transactions (in any such case, a “Margin Deficit”), then Buyer may, at its sole option and by notice to Seller (as such notice is more particularly set forth below, a “Margin Call”), require Seller to either: (i) transfer to Buyer or its designee cash or, at Buyer’s sole option, Eligible Assets option eligible Mortgage Loans approved by Buyer (“Additional Purchased AssetsMortgage Loans”) so that (xA) the individual Asset Value of the Purchased AssetMortgage Loan, (yB) the aggregate Asset Value of all Purchased Assets Mortgage Loans subject to each Transaction, or (zC) the aggregate Asset Value of all Purchased Assets Mortgage Loans subject to Transactions, as the case may be, including any such cash or Additional Purchased Assets Mortgage Loans tendered by the Seller, will thereupon equal or exceed the individual or Aggregate Outstanding aggregate outstanding Purchase Price(s) as applicable; or (ii) pay one or more Repurchase Prices, as applicable, Prices in an amount sufficient to reduce the related Purchase Price so that the related Purchase Price (or the related aggregate Purchase Price) is less than or in an amount equal to or below the Asset Value of the Purchased Asset Mortgage Loan (or the aggregate Asset Value of the Purchased AssetsMortgage Loans, as applicable). If Buyer delivers a Margin Call to Seller on or prior to 12:00 p.m. 9:00 a.m. (New York City Pacific time) on any Business Day, then Seller shall transfer cash or Additional Purchased AssetsMortgage Loans, as applicable, to Buyer no later than 5:00 2:00 p.m. (New York City Pacific time) that same day. If Buyer delivers a Margin Call to Seller after 12:00 p.m. 9:00 a.m. (New York City Pacific time) on any Business Day, Seller shall be required to transfer cash or Additional Purchased Assets Mortgage Loans no later than 5:00 2:00 p.m. (New York City Pacific time) on the next subsequent Business Day. Notice of a Margin Call may be provided by Buyer to Seller electronically or in writing, such as via electronic mail or posting such notice on Buyer’s customer website(s).

Margin Deficit and Margin Call. If Buyer shall determine at any time that (x) the Asset Value of a Purchased Asset subject to a Transaction is less than the related Purchase Price for such Purchased Asset, (y) the aggregate Asset Value of all Purchased Assets subject to each Transaction is less than the Aggregate Outstanding Purchase Price for such Transactions, or (z) the aggregate Asset Value of all Purchased Assets subject to all Transactions is less than the Aggregate Outstanding Purchase Price for such Transactions (in any such case, a “Margin Deficit”), then Buyer may, at its sole option and by written notice to Seller (as such written notice is more particularly set forth below, a “Margin Call”), require Seller to either: (i) transfer to Buyer or its designee cash or, at Buyer’s sole option, Eligible Assets approved by Buyer (“Additional Purchased Assets”) so that (x) the individual Asset Value of the Purchased Asset, (y) the aggregate Asset Value of all Purchased Assets subject to each Transaction, or (z) the aggregate Asset Value of all Purchased Assets subject to Transactions, as the case may be, including any such cash or Additional Purchased Assets tendered by the Seller, will thereupon equal or exceed the individual or Aggregate Outstanding Purchase Price(s) as applicable; or (ii) pay one or more Repurchase Prices, as applicable, in an amount sufficient to reduce the related Purchase Price so that the related Purchase Price (or the related aggregate Purchase Price) is less than or equal to the Asset Value of the Purchased Asset (or the aggregate Asset Value of the Purchased Assets, as applicable). If Buyer delivers a Margin Call to Seller on or prior to 12:00 p.m. (New York City time) on any Business Day, then Seller shall transfer cash or Additional Purchased Assets, as applicable, to Buyer no later than 5:00 p.m. (New York City time) that same day. If Buyer delivers a Margin Call to Seller after 12:00 p.m. (New York City time) on any Business Day, Seller shall be required to transfer cash or Additional Purchased Assets no later than 5:00 p.m. (New York City time) on the next subsequent Business Day. Notice of a Margin Call may be provided by Buyer to Seller electronically or in writing, such as via electronic mail or posting such notice on Buyer’s customer website(s)in writing.

Margin Deficit and Margin Call. If Buyer shall determine at any time that (x) the Asset Value of a Purchased Asset subject to a Transaction is less than the related Purchase Price for such Purchased Asset, (y) the aggregate Asset Value of all Purchased Assets subject to each Transaction is less than the Aggregate Outstanding Purchase Price for such Transactions, or (z) the aggregate Asset Value of all Purchased Assets subject to all Transactions is less than the Aggregate Outstanding Purchase Price for such Transactions (in any such case, a “Margin Deficit”)) and provided that such Margin Deficit shall equal or exceed [***], then Buyer may, at its sole option and by written notice to Seller (as such written notice is more particularly set forth below, a “Margin Call”), require Seller to either: (i) transfer to Buyer or its designee cash or, at Buyer’s sole option, option Seller may transfer Eligible Assets approved by Buyer (“Additional Purchased Assets”) so that (x) the individual Asset Value of the Purchased Asset, (y) the aggregate Asset Value of all Purchased Assets subject to each Transaction, or (z) the aggregate Asset Value of all Purchased Assets subject to Transactions, as the case may be, including any such cash or Additional Purchased Assets tendered by the Seller, will thereupon equal or exceed the individual or Aggregate Outstanding Purchase Price(s) as applicable; or (ii) pay one or more Repurchase Prices, as applicable, in an amount sufficient to reduce the related Purchase Price so that the related Purchase Price (or the related aggregate Purchase Price) is less than or equal to the Asset Value of the Purchased Asset (or the aggregate Asset Value of the Purchased Assets, as applicable). If Buyer delivers a Margin Call to Seller on or prior to 12:00 p.m. (New York City time) on any Business Day, then Seller shall transfer cash or Additional Purchased Assets, or otherwise pay one or more Repurchase Prices, as applicable, to Buyer no later than 5:00 p.m. (New York City time) that same dayon [***] Business Day. If Buyer delivers a Margin Call to Seller after 12:00 p.m. (New York City time) on any Business Day, Seller shall be required to transfer cash or Additional Purchased Assets no later than 5:00 p.m. (New York City time) on the next subsequent [***] Business Day. Notice of a Margin Call may be provided by Buyer to Seller electronically or in writing, such as via electronic mail or posting such notice on Buyer’s customer website(s)mail.

Margin Deficit and Margin Call. If Buyer shall determine at any time that (xA) the Asset Value of a Purchased Asset (or any related Underlying Asset) subject to a Transaction is less than the related Purchase Price for such Purchased Asset (or such related Underlying Asset, as applicable), (yB) the aggregate Asset Value of all Purchased Assets subject to each Transaction is less than the Aggregate Outstanding Purchase Price for such TransactionsTransaction, or (zC) the aggregate Asset Value of all Purchased Assets subject to all such Transactions is less than the Aggregate Outstanding Purchase Price for such Transactions (in any such case, a “Margin Deficit”), then Buyer may, at its sole option and by notice to Seller Guild Parties (as such notice is more particularly set forth below, a “Margin Call”), require Seller Guild Parties to either: (i) transfer to Buyer or its designee cash or, at Buyer’s sole option, additional Participation Interests related to Eligible Underlying Assets approved by Buyer (“Additional Purchased Underlying Assets”) so that (xA) the individual Asset Value of the Purchased AssetAsset (and related Underlying Assets), (yB) the aggregate Asset Value of all Purchased Assets subject to each Transaction, or (zC) the aggregate Asset Value of all Purchased Assets Mortgage Loans subject to Transactions, as the case may be, including any such cash or additional Participation Interests related to Additional Purchased Underlying Assets tendered by the Seller, will thereupon equal or exceed the individual or Aggregate Outstanding Purchase Price(s) as applicable; or (ii) pay one or more Repurchase Prices, as applicable, in an amount sufficient to reduce the related Purchase Price so that the related Purchase Price (or the related aggregate Aggregate Outstanding Purchase Price) is less than or equal to the Asset Value of the Purchased Asset (and related Underlying Asset(s) (or the aggregate Asset Value of the Purchased AssetsAssets (and related Underlying Asset(s), as applicable). If Buyer delivers a Margin Call to Seller on or prior to 12:00 p.m. (New York City time) on any Business Day, then Seller Guild Parties shall transfer cash to Buyer or additional Participation Interests related to Additional Purchased Underlying Assets, as applicable, to Buyer no later than 5:00 p.m. (New York City time) that same day. If Buyer delivers a Margin Call to Seller after 12:00 p.m. (New York City time) on any [***] Business Day, Seller Guild Parties shall be required to transfer cash or Additional Purchased Underlying Assets no later than 5:00 p.m. (New York City time) on the next subsequent Business Day[***]. Notice of a Margin Call may be provided by Buyer to Seller Guild Parties electronically or in writing, such as via electronic mail or posting such notice on Buyer’s customer website(s).

Margin Deficit and Margin Call. If Buyer shall determine at any time that (x) the aggregate Asset Value of a Purchased Asset subject to a Transaction is less than the (or any related Purchase Price for such Purchased Underlying Asset, (y) the aggregate Asset Value of all Purchased Assets subject to each Transaction is less than the Aggregate Outstanding Purchase Price for such Transactions, or (z) the aggregate Asset Value of all Purchased Assets subject to all Transactions is less than the Aggregate Outstanding Purchase Price for such Transactions (in any such case, a “Margin Deficit”)) and provided that such Margin Deficit shall equal or exceed $[***], then Buyer may, at its sole option and by written notice to Seller Parties (as such written notice is more particularly set forth below, a “Margin Call”), require Seller to either: (i) transfer to Buyer or its designee cash or, at Buyer’s sole option, option Seller may transfer Eligible Assets approved by Buyer (“Additional Purchased Assets”) so that (x) the individual Asset Value of the Purchased Asset, (y) the aggregate Asset Value of all Purchased Assets subject to each Transaction, or (z) the aggregate Asset Value of all Purchased Assets subject to Transactions, as the case may be, including any such cash or Additional Purchased Assets tendered by the Seller, will thereupon equal or exceed the individual or Aggregate Outstanding Purchase Price(s) as applicable; or (ii) pay one or more Repurchase Prices, as applicable, in an amount sufficient to reduce the related Purchase Price so that the related Purchase Price (or the related aggregate Purchase Price) is less than or equal to the Asset Value of the Purchased Asset (or the aggregate Asset Value of the Purchased Assets, as applicable). If Buyer delivers a Margin Call to Seller on or prior to 12:00 p.m. (New York City time) on any Business Day, then Seller shall transfer cash to Buyer or additional Participation Interests related to or Additional Purchased Underlying Assets, or otherwise pay one or more Repurchase Prices, as applicable, to Buyer no later than 5:00 p.m. (New York City time) that same dayon the second subsequent Business Day. If Buyer delivers a Margin Call to Seller after 12:00 p.m. (New York City time) on any Business Day, Seller shall be required to transfer cash or Additional Purchased Underlying Assets no later than 5:00 p.m. (New York City time) on the next third subsequent Business Day. Notice of a Margin Call may be provided by Buyer to Seller electronically or in writing, such as via electronic mail or posting such notice on Buyer’s customer website(s)mail.

Margin Deficit and Margin Call. If Buyer shall determine at any time that (xA) the Asset Value of a Purchased Asset Mortgage Loan subject to a Transaction is less than the related Purchase Repurchase Price for such Purchased Asset, or (yB) the aggregate Asset Value of all Purchased Assets subject to each Transaction is less than the Aggregate Outstanding Purchase Price Mortgage Loans for all such Transactions, or (z) the aggregate Asset Value of all Purchased Assets subject to all Transactions is less than the Aggregate Outstanding Purchase aggregate Repurchase Price for such Transactions (in any such either case, a “Margin Deficit”), then Buyer may, at its sole option and by notice to Seller (as such notice is more particularly set forth below, a “Margin Call”), require Seller to either: (i) transfer to Buyer or its designee cash or, at Buyer’s sole option, Eligible Assets or eligible Mortgage Loans approved by Buyer in its sole and good faith discretion (“Additional Purchased AssetsMortgage Loans”) so that (x) the individual Asset Value of the Purchased Asset, (y) Mortgage Loan or the aggregate Asset Value of all the Purchased Assets subject to each Transaction, or (z) the aggregate Asset Value of all Purchased Assets subject to Transactions, as the case may beMortgage Loans, including any such cash or Additional Purchased Assets tendered by the SellerMortgage Loans, will thereupon equal or exceed the individual Repurchase Price for the Transaction or Aggregate Outstanding Purchase Price(s) as applicablethe aggregate Repurchase Price for all Transactions; or (ii) pay one or more Repurchase Prices, as applicable, Prices in an amount sufficient to reduce the related Purchase Price so that the related Purchase Price (or the related aggregate Purchase Price) is less than or outstanding Repurchase Prices in an amount equal to or below the Asset Value of the Purchased Asset (or the aggregate Asset Value of the Purchased Assets, as applicableMortgage Loan(s). If Buyer delivers a Margin Call to Seller on or prior to 12:00 p.m. 9:30 a.m. (New York City Pacific time) on any Business Day, then Seller shall transfer cash or Additional Purchased Assets, as applicable, Mortgage Loans to Buyer no later than 5:00 p.m. (New York City Pacific time) that same day. If Buyer delivers a Margin Call to Seller after 12:00 p.m. 9:30 a.m. (New York City Pacific time) on any Business Day, Seller shall be required to transfer cash or Additional Purchased Assets Mortgage Loans no later than 5:00 p.m. (New York City Pacific time) on the next subsequent Business Day. Notice of a Margin Call may be provided by Buyer to Seller electronically or in writing, such as via electronic mail or posting such notice on Buyer’s customer website(s).

Margin Deficit and Margin Call. If Buyer shall determine at any time that (xA) the Asset Value of a Purchased Asset Mortgage Loan subject to a Transaction is less than the related Purchase Repurchase Price for such Purchased Asset, or (yB) the aggregate Asset Value of all Purchased Assets subject to each Transaction is less than the Aggregate Outstanding Purchase Price Mortgage Loans for all such Transactions, or (z) the aggregate Asset Value of all Purchased Assets subject to all Transactions is less than the Aggregate Outstanding Purchase aggregate Repurchase Price for such Transactions (in any such either case, a “Margin Deficit”), then Buyer may, at its sole option and by notice to Seller (as such notice is more particularly set forth below, a “Margin Call”), require Seller to either: (i) transfer to Buyer or its designee cash or, at Buyer’s sole option, Eligible Assets or eligible Mortgage Loans approved by Buyer in its sole and good faith discretion (“Additional Purchased AssetsMortgage Loans”) so that (x) the individual Asset Value of the Purchased Asset, (y) Mortgage Loan or the aggregate Asset Value of all the Purchased Assets subject to each Transaction, or (z) the aggregate Asset Value of all Purchased Assets subject to Transactions, as the case may beMortgage Loans, including any such cash or Additional Purchased Assets tendered by the SellerMortgage Loans, will thereupon equal or exceed the individual Repurchase Price for the Transaction or Aggregate Outstanding Purchase Price(s) as applicablethe aggregate Repurchase Price for all Transactions; or (ii) pay one or more Repurchase Prices, as applicable, Prices in an amount sufficient to reduce the related Purchase Price so that the related Purchase Price (or the related aggregate Purchase Price) is less than or outstanding Repurchase Prices in an amount equal to or below the Asset Value of the Purchased Asset (or the aggregate Asset Value of the Purchased Assets, as applicableMortgage Loan(s). If Buyer delivers a Margin Call to Seller on or prior to 12:00 p.m. 8:00 a.m. (New York City Pacific time) on any Business Day, then Seller shall transfer cash or Additional Purchased Assets, as applicable, Mortgage Loans to Buyer no later than 5:00 p.m. (New York City Pacific time) that same day. If Buyer delivers a Margin Call to Seller after 12:00 p.m. 8:00 a.m. (New York City Pacific time) on any Business Day, Seller shall be required to transfer cash or Additional Purchased Assets Mortgage Loans no later than 5:00 p.m. (New York City Pacific time) on the next subsequent Business Day. Notice of a Margin Call may be provided by Buyer to Seller electronically or in writing, such as via electronic mail or posting such notice on Buyer’s customer website(s).

Margin Deficit and Margin Call. If Buyer shall determine at on any time Business Day that (xa) the Aggregate Asset Value of a with respect to the Purchased Asset subject to a Transaction is less than the related Purchase Price for such Purchased Asset, (y) the aggregate Asset Value of all Purchased Assets subject to each Transaction Mortgage Loans is less than the Aggregate Outstanding Purchase Price for such Transactions, of all Transactions or (zb) the aggregate Asset Value of all with respect to a Purchased Assets subject to all Transactions Mortgage Loan is less than the Aggregate Outstanding outstanding Purchase Price for of such Transactions Purchased Mortgage Loan (in any such case, a “Margin Deficit”)) and such Margin Deficit is greater than the Margin Threshold, then Buyer may, at its sole option option, and by notice to Seller (as such notice is more particularly set forth below, a “Margin Call”), require Seller to either, with respect to a Margin Call delivered pursuant to: (i) transfer to Buyer or its designee Section 2.7.2(a) hereof, deposit cash or, at Buyer’s sole option, Eligible Assets approved by Buyer (“Additional Purchased Assets”) into the Funding/Operating Account so that (x) the individual Aggregate Asset Value of the Purchased Asset, (y) the aggregate Asset Value of all Purchased Assets subject to each Transaction, or (z) the aggregate Asset Value of all Purchased Assets subject to Transactions, as the case may be, including any such cash or Additional Purchased Assets tendered by the Seller, will thereupon equal or exceed the individual or Aggregate Outstanding Purchase Price(s) as applicablePrice of all Transactions; or (ii) Section 2.7.2(a) hereof, pay one (1) or more Repurchase PricesPrices (as selected by Buyer), as applicable, in an amount sufficient to reduce the related Purchase Price so that the Aggregate Outstanding Purchase Price of all Transactions is less than or equal to the Aggregate Asset Value; or (iii) Section 2.7.2(b) hereof, pay the Repurchase Price of the affected Purchased Mortgage Loan in an amount sufficient to reduce the related Purchase Price (or so that the related aggregate outstanding Purchase Price) Price of such Purchased Mortgage Loan is less than or equal to the Asset Value of the Purchased Asset (or the aggregate Asset Value of the Purchased Assets, as applicable)thereof. If Buyer Xxxxx delivers a Margin Call to Seller on or prior to 12:00 5:00 p.m. (New York City time) on any Business Day, then Seller shall transfer in immediately available funds the cash or Additional Purchased Assets, as applicable, to Buyer no later than 5:00 p.m. (New York City time) that same day. If Buyer delivers a required by such Margin Call to Seller after 12:00 p.m. (New York City time) on any Business Day, Seller shall be required to transfer cash or Additional Purchased Assets Buyer no later than 5:00 p.m. (New York City time) on the next subsequent Business Day. Notice of a Margin Call may be provided by Buyer to Seller electronically or in writing, writing (such as via electronic mail or posting such notice on Buyer’s customer website(semail).

Margin Deficit and Margin Call. If Buyer shall determine at any time that (xA) the Asset Value of a Purchased Asset Mortgage Loan subject to a Transaction is less than the related Purchase Repurchase Price for such Purchased Asset, or (yB) the aggregate Asset Value of all Purchased Assets subject to each Transaction is less than the Aggregate Outstanding Purchase Price Mortgage Loans for all such Transactions, or (z) the aggregate Asset Value of all Purchased Assets subject to all Transactions is less than the Aggregate Outstanding Purchase aggregate Repurchase Price for such Transactions (in any such either case, a “Margin Deficit”), then Buyer may, at its sole option and by notice to Seller (as such notice is more particularly set forth below, a “Margin Call”), require Seller to either: (i) transfer to Buyer or its designee cash or, at Buyer’s sole option, Eligible Assets or eligible Mortgage Loans approved by Buyer in its sole and good faith discretion (“Additional Purchased AssetsMortgage Loans”) so that (x) the individual Asset Value of the Purchased Asset, (y) Mortgage Loan or the aggregate Asset Value of all the Purchased Assets subject to each Transaction, or (z) the aggregate Asset Value of all Purchased Assets subject to Transactions, as the case may beMortgage Loans, including any such cash or Additional Purchased Assets tendered by the SellerMortgage Loans, will thereupon equal or exceed not be less than the individual Repurchase Price for the Transaction or Aggregate Outstanding Purchase Price(sthe aggregate Repurchase Price for all Transactions by more than fifty thousand ($50,000) as applicabledollars; or (ii) pay one or more Repurchase Prices, as applicable, Prices in an amount sufficient to reduce the related Purchase Price so that the related Purchase Price outstanding Repurchase Prices to an amount at least fifty thousand dollars (or the related aggregate Purchase Price$50,000) is less greater than or equal to the Asset Value of the Purchased Asset (or the aggregate Asset Value of the Purchased Assets, as applicableMortgage Loan(s). If Buyer delivers a Margin Call to Seller on or prior to 12:00 p.m. (New York City Pacific time) on any Business Day, then Seller shall transfer cash or Additional Purchased Assets, as applicable, Mortgage Loans to Buyer no later than 5:00 p.m. (New York City Pacific time) that same daythe next Business Day. If Buyer delivers a Margin Call to Seller after 12:00 p.m. (New York City Pacific time) on any Business Day, Seller shall be required to transfer cash or Additional Purchased Assets Mortgage Loans no later than 5:00 12:00 p.m. (New York City Pacific time) on the next 2nd subsequent Business Day. Notice of a Margin Call may be provided by Buyer to Seller electronically or in writing, such as via electronic mail or posting such notice on Buyer’s customer website(s).

Margin Deficit and Margin Call. If Buyer shall determine at any time that (xA) the Asset Value of a Purchased an Underlying Asset subject to a Transaction is less than the related Purchase Price for such Purchased Underlying Asset, (yB) the aggregate Asset Value of all Purchased Underlying Assets subject to each Transaction is less than the Aggregate Outstanding aggregate outstanding Purchase Price for such TransactionsTransaction, or (zC) the aggregate Asset Value of all Purchased Underlying Assets subject to for all such Transactions is less than the Aggregate Outstanding aggregate outstanding Purchase Price for such Transactions (in any such case, a “Margin Deficit”), then Buyer may, at its sole option and by notice to Seller loanDepot Parties (as such notice is more particularly set forth below, a “Margin Call”), require Seller to either: (i) transfer to Buyer or its designee cash or, at Buyer’s sole option, option Additional Participation Interests (“Additional Purchased Assets”) related to Eligible Underlying Assets approved by Buyer (“Additional Purchased Underlying Assets”) so that (xA) the individual Asset Value of the Purchased Underlying Asset, (yB) the aggregate Asset Value of all Purchased Underlying Assets subject to each Transaction, or (zC) the aggregate Asset Value of all Purchased Eligible Underlying Assets subject to Transactions, as the case may be, including any such cash or Additional Purchased Assets tendered by the Seller, Transactions will thereupon equal or exceed the individual or Aggregate Outstanding aggregate outstanding Purchase Price(s) as applicable; or (ii) pay one or more Repurchase Prices, as applicable, Prices in an amount sufficient to reduce the related Purchase Price so that the related Purchase Price (or the related aggregate Purchase Price) is less than or equal to the Asset Value of the Underlying Asset related to the Purchased Asset (or the aggregate Asset Value of the Purchased Assets and related Underlying Assets, as applicable). (iii) For the sake of clarity, it is hereby understood and agreed that the foregoing margining provisions are generally subject to the close-out and netting mechanics set forth in that certain Master Margining, Setoff and Netting Agreement, dated as of November 29, 2013, among Buyer, Seller and Guarantor, as the same may be amended, restated, supplemented or otherwise modified from time to time (the “Netting Agreement”). Any Margin Deficit calculated pursuant to the terms of this Section 6.3 shall be allocated, pro rata, to the Participated Facility Amount and the Non-Participated Facility Amount, and shall be subject to the Netting Agreement. For the avoidance of doubt, the portion of the Margin Deficit allocated to the Participated Facility Amount shall be subject to the Pass-Through Participations. If Buyer delivers a Margin Call to Seller loanDepot Parties on or prior to 12:00 p.m. 9:00 a.m. (New York City Pacific time) on any Business Day, then Seller shall transfer cash or Additional Purchased Assets, as applicable, to Buyer no later than 5:00 2:00 p.m. (New York City Pacific time) that same day. If Buyer delivers a Margin Call to Seller loanDepot Parties after 12:00 p.m. 9:00 a.m. (New York City Pacific time) on any Business Day, Seller shall be required to transfer cash or Additional Purchased Assets no later than 5:00 2:00 p.m. (New York City Pacific time) on the next subsequent Business Day. Notice of a Margin Call may be provided by Buyer to Seller loanDepot Parties electronically or in writing, such as via electronic mail or posting such notice on Buyer’s customer website(s).

Margin Deficit and Margin Call. If Buyer shall determine at any time that (xA) the Asset Value of a Purchased Asset Mortgage Loan subject to a Transaction is less than the related Purchase Price for such Purchased AssetMortgage Loan, (yB) the aggregate Asset Value of all Purchased Assets Mortgage Loans subject to each Transaction is less than the Aggregate Outstanding aggregate outstanding Purchase Price for such TransactionsTransaction, or (zC) the aggregate Asset Value of all Purchased Assets subject to Mortgage Loans for all such Transactions is less than the Aggregate Outstanding aggregate outstanding Purchase Price for such Transactions (in any such case, a “Margin Deficit”), then Buyer may, at its sole option and by notice to Seller (as such notice is more particularly set forth below, a “Margin Call”), require Seller to either: (i) transfer to Buyer or its designee cash or, at Buyer’s sole option, Eligible Assets option eligible Mortgage Loans approved by Buyer (“Additional Purchased AssetsMortgage Loans”) so that (xA) the individual Asset Value of the Purchased AssetMortgage Loan, (yB) the aggregate Asset Value of all Purchased Assets Mortgage Loans subject to each Transaction, or (zC) the aggregate Asset Value of all Purchased Assets Mortgage Loans subject to Transactions, as the case may be, including any such cash or Additional Purchased Assets Mortgage Loans tendered by the Seller, will thereupon equal or exceed the individual or Aggregate Outstanding aggregate outstanding Purchase Price(s) as applicable; or (ii) pay one or more Repurchase Prices, as applicable, Prices in an amount sufficient to reduce the related Purchase Price so that the related Purchase Price (or the related aggregate Purchase Price) is less than or in an amount equal to or below the Asset Value of the Purchased Asset Mortgage Loan (or the aggregate Asset Value of the Purchased AssetsMortgage Loans, as applicable). If Buyer delivers a Margin Call .” (e) Section 6.4(b) is hereby amended by deleting the proviso at the end of the first sentence in such section in its entirety and replacing it with the following (with the added language underlined for ease of review): “; provided, however, that unless otherwise agreed to Seller on or prior to 12:00 p.m. (New York City time) on any Business Day, then Seller shall transfer cash or Additional Purchased Assets, as applicable, to Buyer no later than 5:00 p.m. (New York City time) that same day. If Buyer delivers a Margin Call to Seller after 12:00 p.m. (New York City time) on any Business Day, Seller shall be required to transfer cash or Additional Purchased Assets no later than 5:00 p.m. (New York City time) on the next subsequent Business Day. Notice of a Margin Call may be provided by Buyer to Seller electronically or in writing, in no event shall Mortgage Loan Documents relating to more than fifteen (15) Purchased Mortgage Loans be released at any one time.” (f) Section 9.3(b) is hereby amended by adding the following new clause to the end of such as via electronic mail section just prior to the “;”: “, or posting such notice on Buyer’s customer website(s).questions or challenges the validity or enforceability of any of the Principal Agreements” (g) Section 9.3(g) is hereby deleted in its entirety and replaced with the following (with the added language underlined for ease of review):

Margin Deficit and Margin Call. If Buyer shall determine at any time that (x) the Asset Value of a Purchased Asset subject to a Transaction is less than the related Purchase Price for such Purchased Asset, (y) the aggregate Asset Value of all Purchased Assets subject to each Transaction is less than the Aggregate Outstanding Purchase Price for such Transactions, or (z) the aggregate Asset Value of all Purchased Assets subject to all Transactions is less than the Aggregate Outstanding Purchase Price for such Transactions (in any such case, a “Margin Deficit”), then Buyer may, at its sole option and by notice to Seller (as such notice is more particularly set forth below, a “Margin Call”), require Seller to either: (i) transfer to Buyer or its designee cash or, at Buyer’s sole option, Eligible Assets approved by Buyer (“Additional Purchased Assets”) so that (x) the individual Asset Value of the Purchased Asset, (y) the aggregate Asset Value of all Purchased Assets subject to each Transaction, or (z) the aggregate Asset Value of all Purchased Assets subject to Transactions, as the case may be, including any such cash or Additional Purchased Assets tendered by the Seller, will thereupon equal or exceed the individual or Aggregate Outstanding Purchase Price(s) as applicable; or (ii) pay one or more Repurchase Prices, as applicable, in an amount sufficient to reduce the related Purchase Price so that the related Purchase Price (or the related aggregate Purchase Price) is less than or equal to the Asset Value of the Purchased Asset (or the aggregate Asset Value of the Purchased Assets, as applicable). If Buyer delivers a Margin Call to Seller on or prior to 12:00 p.m. (New York City time) on any Business Day, then Seller shall transfer cash or Additional Purchased Assets, as applicable, to Buyer no later than 5:00 p.m. (New York City time) that same dayday or such other later time in Buyer’s sole discretion. If Buyer delivers a Margin Call to Seller after 12:00 p.m. (New York City time) on any Business Day, Seller shall be required to transfer cash or Additional Purchased Assets no later than 5:00 p.m. (New York City time) on the next subsequent Business Day. Notice of a Margin Call may be provided by Buyer to Seller electronically or in writing, such as via electronic mail or posting such notice on Buyer’s customer website(s)mail.

Margin Deficit and Margin Call. If Buyer shall determine in good faith at any time that (x) the Asset Value of a Purchased Asset subject to a Transaction is less than the related Purchase Price for such Purchased Asset, (y) the aggregate Asset Value of all Purchased Assets subject to each Transaction one or more Transactions is less than the Aggregate Outstanding Purchase Price for such Transaction or Transactions, or (z) the aggregate Asset Value of all Purchased Assets subject to all Transactions is less than the Aggregate Outstanding Purchase Price for such Transactions (in any such case, a “Margin Deficit”), then Buyer may, at its sole option and by notice to Seller (as such notice is more particularly set forth below, a “Margin Call”), require Seller to either: (i) transfer to Buyer or its designee cash or, at Buyer’s sole option, Eligible Assets approved by Buyer (“Additional Purchased Assets”) so that (x) the individual Asset Value of the such Purchased Asset, (y) the aggregate Asset Value of all such Purchased Assets subject to each such Transaction, or (z) the aggregate Asset Value of all Purchased Eligible Assets subject to Transactions, as the case may be, including any such cash or Additional Purchased Assets tendered by the Seller, will thereupon equal or exceed the individual or Aggregate Outstanding Purchase Price(s) ), as applicable; or (ii) pay one or more Repurchase Prices, as applicable, Prices in an amount sufficient to reduce the related outstanding Purchase Price so that the related Purchase Price (or the related aggregate Purchase Price) is less than or Prices in an amount equal to or below the Asset Value of the Purchased Asset (or the aggregate Asset Value of the Purchased Assets, as applicableAsset(s). If Buyer delivers a Margin Call to Seller on or prior to 12:00 p.m. (New York City time) on any Business Day, then Seller shall transfer cash or Additional Purchased Assets, as applicable, to Buyer no later than 5:00 p.m. (New York City time) that same day. If Buyer delivers a Margin Call to Seller after 12:00 p.m. (New York City time) on any Business Day, Seller shall be required to transfer cash or Additional Purchased Assets no later than 5:00 p.m. (New York City time) on the next subsequent Business Day. Notice of a Margin Call may be provided by Buyer to Seller electronically or in writing, such as via electronic mail or posting such notice on Buyer’s customer website(s).

Margin Deficit and Margin Call. If Buyer Administrative Agent shall determine at any time that (x) the Asset Value of a Purchased Asset subject to a Transaction is less than the related Purchase Price for such Purchased Asset, (y) the aggregate Asset Value of all Purchased Assets subject to each Transaction is less than the Aggregate Outstanding Purchase Price for such Transactions, or (z) the aggregate Asset Value of all Purchased Assets subject to all Transactions is less than the Aggregate Outstanding Purchase Price for such Transactions (in any such case, a “Margin Deficit”)) and such Margin Deficit is equal to or greater than the Margin Threshold, then Buyer Administrative Agent may, at its sole and individual option or upon request of the Majority Buyers and by notice to Seller (as such notice is more particularly set forth below, a “Margin Call”), require Seller to either: (i) transfer to Buyer Administrative Agent for the benefit of Buyers or its designee cash or, at BuyerAdministrative Agent’s sole option, Eligible Assets approved by Buyer Administrative Agent (“Additional Purchased Assets”) so that (x) the individual Asset Value of the Purchased Asset, (y) the aggregate Asset Value of all Purchased Assets subject to each Transaction, or (z) the aggregate Asset Value of all Purchased Assets subject to Transactions, as the case may be, including any such cash or Additional Purchased Assets tendered by the Seller, will thereupon equal or exceed the individual or Aggregate Outstanding Purchase Price(s) as applicable; or (ii) pay one or more Repurchase Prices, as applicable, in an amount sufficient to reduce the related Purchase Price so that the related Purchase Price (or the related aggregate Aggregate Outstanding Purchase Price) is less than or equal to the Asset Value of the Purchased Asset (or the aggregate Asset Value of the Purchased Assets, as applicable). If Buyer Administrative Agent delivers a Margin Call to Seller on or prior to 12:00 p.m. (New York City time) on any Business Day, then Seller shall transfer cash or Additional Purchased Assets, as applicable, to Buyer Administrative Agent for the benefit of Buyers no later than 5:00 p.m. (New York City time) that same day. If Buyer Administrative Agent delivers a Margin Call to Seller after 12:00 p.m. (New York City time) on any Business Day, Seller shall be required to transfer cash or Additional Purchased Assets no later than 5:00 p.m. (New York City time) on the next subsequent Business Day. Notice of a Margin Call may be provided by Buyer Administrative Agent to Seller electronically or in writing, such as via electronic mail or posting such notice on BuyerAdministrative Agent’s customer website(s).

Margin Deficit and Margin Call. If Buyer or its designee shall determine at the close of business on any time Business Day that (x) the Asset Value of a Purchased Asset subject to a Transaction is less than the related Purchase Price for such Purchased Asset, (y) the aggregate Asset Value of all Purchased Assets subject to each Transaction is less than the Aggregate Outstanding Purchase Price for such Transactions, or (z) the aggregate Asset Value of all Transactions exceeds the Minimum Maintenance Amount with respect to the Purchased Assets subject to all Transactions is less than the Aggregate Outstanding Purchase Price for such Transactions by [***] or more (in any such case, a “Margin Deficit”), then Buyer may, may at its sole option option, and by notice to Seller (as such notice is more particularly set forth below, a “Margin Call”), require Seller to either: (i) transfer to Buyer or its designee deposit cash or, at Buyer’s sole option, Eligible Assets approved by Buyer (“Additional Purchased Assets”) into the Margin Call Reserve Account so that (x) the individual Asset Value of the Purchased Asset, (y) the aggregate Asset Value of all Purchased Assets subject to each Transaction, or (z) the aggregate Asset Value of all Purchased Assets subject to Transactions, as the case may be, including any such cash or Additional Purchased Assets tendered by the Seller, Minimum Maintenance Amount will thereupon equal or exceed the individual or Aggregate Outstanding Purchase Price(sPrice (for purposes of clarity, after giving effect to any credit to the Purchase Price of the related Transaction(s) as applicablepursuant to Section 6.3(d)) of all Transactions; or (ii) pay one or more Repurchase PricesPrices in accordance with Section 6.4, as applicable, in an amount sufficient to reduce the related Purchase Price so that the related Aggregate Outstanding Purchase Price (or the related aggregate Purchase Price) of all Transactions is less than or equal to the Asset Minimum Maintenance Amount. If on any day either (i) the aggregate Market Value of all the Purchased Assets subject to all Transactions exceeds the aggregate Minimum Maintenance Amount for all such Transactions, or (ii) the aggregate unpaid principal balance of the Purchased Asset (or Assets subject to all Transactions exceeds the aggregate Asset Value Minimum Maintenance Amount for all such Transactions (such amount, a “Margin Excess”), then, so long as no Event of Default exists, in each case with respect to any Margin Excess in excess of [***], Sellers may request in writing that Buyer transfer to Seller cash (if any is held on deposit in the Purchased Assets, as applicable). If Buyer delivers a Margin Call Reserve Account) in an amount equal to Seller such Margin Excess. Any notice given on a Business Day on or prior to 12:00 p.m. 9:30 a.m. (New York City time) on any Business Dayshall be met, then Seller shall transfer cash or Additional Purchased Assetsand the related Margin Call satisfied, as applicable, to Buyer no later than 5:00 p.m. New York City time on such Business Day. Any notice given on a Business Day following 9:30 a.m. (New York City time) that same day. If Buyer delivers a shall be met, and the related Margin Call to Seller after 12:00 p.m. (New York City time) on any Business Daysatisfied, Seller shall be required to transfer cash or Additional Purchased Assets no later than 5:00 p.m. (New York City time) on the next subsequent Business Day. Notice of a Margin Call may be provided by Buyer to Seller electronically or in writing, Day following such as via electronic mail or posting such notice on Buyer’s customer website(s)notice.