Common use of Margin Maintenance Clause in Contracts

Margin Maintenance. (a) If at any time the aggregate outstanding amount of the Purchase Price of the Note is greater than the related Asset Value or the Maximum Purchase Price (such excess, a “Margin Deficit”), and such Margin Deficit exceeds the Minimum Transfer Amount, then Administrative Agent may by notice to Seller require Seller to transfer to Administrative Agent cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”). (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, 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 same Business Day. With respect to a Margin Call, any notice given on or 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 12:00 p.m. (New York City time) on the 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”. The failure of Administrative Agent or Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Administrative Agent or Buyer to do so at a later date. Seller and Administrative Agent and Bxxxx each agree that a failure or delay by Administrative Agent or Buyer to exercise its rights hereunder shall not limit or waive Administrative Agent’s or Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Administrative Agent or Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Bxxxx retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount Asset Value of any or all of the Purchased Assets subject to Transactions is less than the aggregate Purchase Price of for such Purchased Asset or for the Note is greater than the related Asset Value or the Maximum Purchase Price then outstanding Transactions, as applicable (such excess, a “Margin Deficit”), and then, if such Margin Deficit exceeds is greater than the Minimum Transfer Permitted Amount, then Administrative Agent may by notice to Seller require Seller to transfer to Administrative Agent for the benefit of Buyers cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”). (b) b. Notice delivered pursuant to Section 2.05(a6(a) may be given by any written or electronic means. With respect to a Margin Call, any Any notice given before 10:00 a.m. 12:00 p.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 such Business Day; notice given after 12:00 p.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 same Business Day. With respect to a Margin Call, any notice given on or after 10:00 a.m. (New York City time) on a following Business Day shall be met, and (the related Margin Call satisfied, no later than 12:00 p.m. (New York City time) on the 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”). The failure of Administrative Agent or BuyerAgent, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Administrative Agent or Buyer to do so at a later date. Seller and Administrative Agent and Bxxxx each agree that a failure or delay by Administrative Agent or Buyer to exercise its rights hereunder shall not limit or waive Administrative Agent’s or Buyer’s Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) c. In the event that a Margin Deficit existsexists with respect to any Purchased Asset, Administrative Agent or Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer Administrative Agent against the related Margin Deficit or and (ii) may shall be applied by Buyer Administrative Agent against the Purchase PricePrice of any Purchased Asset for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Bxxxx the Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056. d. Upon the occurrence of any Purchase Price Reset, Seller shall, unless waived in writing by Administrative Agent, on the following Business Day, remit to Administrative Agent an amount, if any (the “Reset Payment”) such that the then current Asset Value (calculated with the newly applicable Purchase Price Percentage) shall be greater than the Purchase Price then outstanding after application of such payment. Any such amount shall be applied by Administrative Agent to the Repurchase Price of each Purchased Asset pro-rata or as otherwise agreed by Administrative Agent and Seller. Such Reset Payment shall be deemed a margin payment or settlement payment hereunder.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount of the Purchase Price of the Note any Purchased Mortgage Loan subject to a Transaction is greater than the related Asset Value or the Maximum Purchase Price of such Purchased Mortgage Loan subject to a Transaction (such excess, a “Margin Deficit”), and such Margin Deficit exceeds the Minimum Transfer Amount, then Administrative Agent may by notice to Seller require Seller to transfer to Administrative Agent for the benefit of Buyers cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”). (b) b. Notice delivered pursuant to Section 2.05(a6.a) above may be given by any written or electronic means. With respect to a Margin Call, any Any notice given before 10:00 a.m. 1:00 p.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 same such Business Day. With respect to a Margin Call, any ; notice given on or after 10:00 a.m. 1:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 12:00 1:00 p.m. (New York City time) on the following 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”). The failure of Administrative Agent or BuyerAgent, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Administrative Agent or Buyer to do so at a later date. Seller and Administrative Agent and Bxxxx each agree that a failure or delay by Administrative Agent or Buyer to exercise its rights hereunder shall not limit or waive Administrative Agent’s or Buyer’s Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) c. In the event that a Margin Deficit existsexists with respect to any Purchased Mortgage Loan, Administrative Agent or Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer Administrative Agent on behalf of the Buyers against the related Margin Deficit or and (ii) may be applied by Buyer Administrative Agent against the Purchase PriceRepurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Bxxxx the Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056. d. If at any time the Asset Value (assuming for purposes of this subsection that Asset Value does not exceed the unpaid principal balance of the related Purchased Mortgage Loan) of any Purchased Mortgage Loan subject to a Transaction hereunder as of any date of determination is greater than the Purchase Price (assuming for purposes of this subsection that Purchase Price does not exceed the unpaid principal balance of the related Purchased Mortgage Loan) for such Purchased Mortgage Loan for a Transaction (a “Margin Excess”), then Seller may, by delivery of written notice to Administrative Agent by 10:00 a.m. (New York Time) on any Business Day (an “Excess Margin Notice”), request that Administrative Agent reallocate the Purchase Price of Purchased Mortgage Loans with such Margin Excess in order to facilitate the release of other Purchased Mortgage Loans which, following such reallocation, will have a Purchase Price of zero. Administrative Agent shall not be obligated to remit Margin Excess or release Purchased Mortgage Loans pursuant to the above to the extent (A) it would cause the outstanding Purchase Price to exceed the Maximum Committed Purchase Price; (B) a Default or Event of Default has occurred and is continuing or would exist after such action by Administrative Agent; (C) such action would be inconsistent with Administrative Agent’s determination of Asset Value in accordance with this Agreement; or (D) such action would cause a Margin Deficit.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount of the Purchase Price of the Note allocated to any Purchased Asset or Contributed REO Property subject to a Transaction is greater than the related Asset Value allocated to such Purchased Asset or the Maximum Purchase Price Contributed REO Property subject to a Transaction (such excess, a “Margin Deficit”), and such Margin Deficit exceeds the Minimum Transfer Amount, then Administrative Agent may by notice to Seller require Seller to transfer to Administrative Agent for the benefit of Buyers cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”).. LEGAL02/37648106v16 (b) b. Notice delivered pursuant to Section 2.05(a6(a) above may be given by any written or electronic means. With respect to a Margin Call, any 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 same such Business Day. With respect to a Margin Call, any ; notice given on or 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 12:00 5:00 p.m. (New York City time) on the following 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”). The failure of Administrative Agent or BuyerAgent, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Administrative Agent or Buyer to do so at a later date. Seller and Administrative Agent and Bxxxx each agree that a failure or delay by Administrative Agent or Buyer to exercise its rights hereunder shall not limit or waive Administrative Agent’s or Buyer’s Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) c. In the event that a Margin Deficit existsexists with respect to any Purchased Asset or Contributed REO Property, Administrative Agent or Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer Administrative Agent against the related Margin Deficit for a Purchased Asset or Contributed REO Property and (ii) may be applied by Buyer Administrative Agent against the Purchase PriceAllocated Repurchase Price related to such Purchased Asset or Contributed REO Property for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Bxxxx the Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount of the Purchase Price of the Note any Purchased Certificate or Contributed Asset subject to a Transaction is greater than the related Asset Value of such Purchased Certificate or the Maximum Purchase Price Contributed Asset subject to a Transaction (such excess, a “Margin Deficit”), and such Margin Deficit exceeds the Minimum Transfer Amount, then Administrative Agent may by notice to any Seller require such Seller to transfer to Administrative Agent for the benefit of Buyers cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”), such amount to be applied to reduce the Purchase Price of the affected Contributed Asset, as applicable. (b) b. Notice delivered pursuant to Section 2.05(a) 6.a above may be given by any written or electronic means. With respect to a Margin Call, any 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 same such Business Day. With respect to a Margin Call, any ; notice given on or 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 12:00 2:00 p.m. (New York City time) on the following 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”). The failure of Administrative Agent or BuyerAgent, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Administrative Agent or Buyer to do so at a later date. Seller Sellers and Administrative Agent and Bxxxx each agree that a failure or delay by Administrative Agent or Buyer to exercise its rights hereunder shall not limit or waive Administrative Agent’s or Buyer’s Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for each Seller. (c) c. In the event that a Margin Deficit existsexists with respect to any Purchased Certificate or Contributed Asset, Administrative Agent or Buyer may retain any funds received by it to which each Seller would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer Administrative Agent acting on behalf of Buyers against the related Margin Deficit or and (ii) may be applied by Buyer Administrative Agent acting on behalf of Buyers against the Purchase PricePrice of any Purchased Certificate or Contributed Asset for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Bxxxx the Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount of the Purchase Price of the Note any Purchased Asset and Contributed Asset subject to a Transaction is greater than the related Asset Value or the Maximum Purchase Price of such Purchased Asset and Contributed Asset subject to a Transaction (such excess, a “Margin Deficit”), and such Margin Deficit exceeds the Minimum Transfer Amount, then Administrative Agent may by notice to Seller require Seller to transfer to Administrative Agent for the benefit of Buyers cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”). (b) b. Notice delivered pursuant to Section 2.05(a) 6.a above may be given by any written or electronic means. With respect to a Margin Call, any Any notice given (i) 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 same such Business Day. With respect to a Margin Call, any notice given on or Day and (ii) 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 12:00 p.m. [***] (New York City time) on the following 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”). The failure of Administrative Agent or BuyerAgent, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Administrative Agent or Buyer to do so at a later date. Seller and Administrative Agent and Bxxxx each agree that a failure or delay by Administrative Agent or Buyer to exercise its rights hereunder shall not limit or waive Administrative Agent’s or Buyer’s Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. Any cash transferred to Buyer pursuant to Section 6.b shall be credited to the Repurchase Price of the related Transaction. (c) c. In the event that a Margin Deficit existsexists with respect to any Purchased Asset or Contributed Asset, Administrative Agent or Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer Administrative Agent against the related Margin Deficit or and (ii) may be applied by Buyer Administrative Agent against the Purchase PriceRepurchase Price of any such Purchased Asset or Contributed Asset for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Bxxxx the Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount of the Purchase Price of the Note allocated to any Purchased Asset subject to a Transaction is greater than the related Asset Value or the Maximum Purchase Price of such Purchased Asset subject to a Transaction (such excess, a “Margin Deficit”), and such Margin Deficit exceeds the Minimum Transfer Amount, then Administrative Agent may by notice to Seller require Seller to transfer to Administrative Agent for the benefit of Buyers cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”). (b) b. Notice delivered pursuant to Section 2.05(a6(a) above may be given by any written or electronic means. With respect to a Margin Call, any Any notice given before 10:00 a.m. 12:00 noon (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 same such Business Day. With respect to a Margin Call, any ; notice given on or after 10:00 a.m. 12:00 noon (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 12:00 p.m. noon (New York City time) on the following 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”). The failure of Administrative Agent or BuyerAgent, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Administrative Agent or Buyer to do so at a later date. Seller and Administrative Agent and Bxxxx each agree that a failure or delay by Administrative Agent or Buyer to exercise its rights hereunder shall not limit or waive Administrative Agent’s or Buyer’s Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) c. In the event that a Margin Deficit existsexists with respect to any Purchased Asset, Administrative Agent or Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer Administrative Agent against the related Margin Deficit or and (ii) may be applied by Buyer Administrative Agent against the Purchase PriceRepurchase Price of any Purchased Asset for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Bxxxx the Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056.

Margin Maintenance. (a) If at any time the aggregate outstanding amount of the Purchase Price of the Note is greater than the related Asset Value or the Maximum Purchase Price (any such excess, a “Margin Deficit”), and such Margin Deficit exceeds the Minimum Transfer Amount, then Administrative Agent may may, and, at the direction of all Buyers, shall by notice to Seller require Seller to transfer to Administrative Agent cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”). (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 10:00 a.m. 5:00 p.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 same following Business Day. With respect to a Margin Call, any notice given on or after 10:00 a.m. 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 12:00 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”. The failure of Administrative Agent or BuyerAgent, on any one or more occasions, to exercise its the rights of Buyers hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Administrative Agent or Buyer to do so at a later date. Seller Seller, Buyers and Administrative Agent and Bxxxx each agree that a failure or delay by Administrative Agent or Buyer to exercise its the rights of Buyers hereunder shall not limit or waive Administrative Agent’s or Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Administrative Agent or Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Bxxxx retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05.

Margin Maintenance. (a) If at any time the aggregate outstanding amount of the Purchase Price of the Note is greater than the related Asset Margin Market Value or the Maximum Purchase Price for the related Transaction (such excess, a “Margin Deficit”), and such Margin Deficit exceeds the Minimum Transfer Amount, then Administrative Agent may shall, unless waived by all Buyers, by notice to Seller require Seller to transfer to Administrative Agent Agent, for the benefit of Buyers, cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”). (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 10:00 a.m. 5:00 p.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 same following Business Day. With respect to a Margin Call, any notice given on or after 10:00 a.m. 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 12:00 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”. The failure of Administrative Agent or BuyerAgent, on any one or more occasions, to exercise its the rights of Buyers hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Administrative Agent or Buyer to do so at a later date. Seller and Parties, Administrative Agent and Bxxxx Buyers each agree that a failure or delay by Administrative Agent or Buyer to exercise its the rights of Buyers hereunder shall not limit or waive Administrative Agent’s or Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellerany Seller Party. (c) In the event that a Margin Deficit exists, Administrative Agent or Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer Administrative Agent, for the benefit of Buyers, against the related Margin Deficit or (ii) may be applied by Buyer Administrative Agent against the Purchase Price. Notwithstanding the foregoing, Bxxxx Administrative Agent retains the right, in its sole discretiondiscretion (unless otherwise subject to a right of waiver by all Buyers under this Section 2.05), to make a Margin Call in accordance with the provisions of this Section 2.05.

Margin Maintenance. (a) If at any time the aggregate outstanding amount of the Purchase Price of the Note is greater than the related Asset Value or the Maximum Purchase Price for the related Transaction (such excess, a “Margin Deficit”), and such Margin Deficit exceeds the Minimum Transfer Amount, then Administrative Agent may may, and, at the direction of all Buyers, shall, by notice to Seller Sellers require Seller Sellers to transfer to Administrative Agent cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”). (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 10:00 a.m. 5:00 p.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 same following Business Day. With respect to a Margin Call, any notice given on or after 10:00 a.m. 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 12:00 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”. The failure of Administrative Agent or BuyerAgent, on any one or more occasions, to exercise its the rights of Buyers hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Administrative Agent or Buyer to do so at a later date. Seller Each of the Sellers, each of the Buyers, and the Administrative Agent and Bxxxx each agree that a failure or delay by Administrative Agent or Buyer to exercise its the rights of Buyers hereunder shall not limit or waive Administrative Agent’s or Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellerthe Sellers. (c) In the event that a Margin Deficit exists, Administrative Agent or Buyer may retain any funds received by it to which Seller the Sellers would otherwise be entitled hereunder, which funds (i) may be held by Buyer Administrative Agent against the related Margin Deficit or (ii) may be applied by Buyer Administrative Agent against the Purchase Price. Notwithstanding the foregoing, Bxxxx Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05.

Margin Maintenance. (a) If at any time the aggregate outstanding amount of the Purchase Price of exceeds the Note is greater than the related Asset Value or the Maximum Purchase Price Base in effect at such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date (such excess, a “Margin Deficit”), and such Margin Deficit exceeds the Minimum Transfer Amount, then Administrative Agent Buyer may by notice to Seller require Seller to transfer to Administrative Agent cash in an amount at least equal to eliminate the Margin Deficit (such requirement, a “Margin Call”)) by effectuating the transfer of cash to Buyer or the inclusion of additional Mortgage Loans to the Sold MSR Portfolio. (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 10:00 a.m. 5:00 p.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 same following Business Day. With respect to a Margin Call, any notice given on or after 10:00 a.m. 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 12:00 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”. The failure of Administrative Agent or Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Administrative Agent or Buyer to do so at a later date. Each of the Seller and Administrative Agent and Bxxxx each agree Buyer agrees that a failure or delay by Administrative Agent or Buyer to exercise its rights hereunder shall not limit or waive Administrative Agent’s or Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Administrative Agent or Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Bxxxx Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effective on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to make a payment in Dollars in the amount of such Margin Excess.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount of the Purchase Price of the Note any Purchased Mortgage Loan subject to a Transaction is greater than the related Asset Value or the Maximum Purchase Price of such Purchased Mortgage Loan subject to a Transaction (such excess, a “Margin Deficit”), and such Margin Deficit exceeds the Minimum Transfer Amount, then Administrative Agent may by notice to Seller require Seller to transfer to Administrative Agent for the benefit of Buyers cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”). (b) b. Notice delivered pursuant to Section 2.05(a6(a) above may be given by any written or electronic means. With respect to a Margin Call, any 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 same such Business Day. With respect to a Margin Call, any ; notice given on or 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 12:00 5:00 p.m. (New York City time) on the following 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”). The failure of Administrative Agent or BuyerAgent, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Administrative Agent or Buyer to do so at a later date. Seller and Administrative Agent and Bxxxx each agree that a failure or delay by Administrative Agent or Buyer to exercise its rights hereunder shall not limit or waive Administrative Agent’s or Buyer’s Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) c. In the event that a Margin Deficit existsexists with respect to any Purchased Mortgage Loan, Administrative Agent or Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer Administrative Agent against the related Margin Deficit or and (ii) may be applied by Buyer Administrative Agent against the Purchase PriceRepurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Bxxxx the Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056.

Margin Maintenance. (a) If at any time the aggregate outstanding amount of the Purchase Price of exceeds the Note is greater than the related Asset Value or the Maximum Purchase Price Base in effect at such time, as determined by Administrative Agent (such excess, a “Margin Deficit”), and such Margin Deficit exceeds the Minimum Transfer Amount, then Administrative Agent may by notice to Seller require Seller to transfer to Administrative Agent Agent, for the benefit of Buyers, cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”); provided that Seller may, with the consent of Administrative Agent exercised in its sole good faith discretion, pledge additional servicing rights that meet the criteria of Servicing Rights to be pledged hereunder to satisfy such Margin Deficit, in whole or in part, to the extent of the aggregate Asset Value of such servicing rights. (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, 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 same such Business Day. With respect to a Margin Call, any ; notice given on or 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 12:00 5:00 p.m. (New York City time) on the following Business Day following the date of such noticeDay. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Administrative Agent or BuyerAgent, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Administrative Agent or Buyer to do so at a later date. Seller and Administrative Agent and Bxxxx each agree that a failure or delay by Administrative Agent or Buyer to exercise its rights hereunder shall not limit or waive Administrative Agent’s or any Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Administrative Agent or Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may shall be applied by Buyer Administrative Agent against the Purchase Price. Notwithstanding the foregoing, Bxxxx Administrative Agent retains the right, in its sole good faith discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the Asset Base of all Repurchase Assets then pledged hereunder as of any date of determination is greater than the aggregate outstanding Purchase Price with respect to all outstanding Transactions hereunder as of such date (a “Margin Excess”), then Seller may, by delivery of written notice to Administrative Agent by 10:00 a.m. (New York Time) on any Business Day (an “Excess Margin Notice”), request Administrative Agent either to (i) remit additional Purchase Price in an amount equal to the lesser of (x) such Margin Excess and (y) the amount requested by Seller or (ii) reallocate the Purchase Price to pledged Repurchase Assets with Margin Excess in order to release pledged Repurchase Assets which, following such reallocation, will have a Purchase Price allocable to them of zero. Administrative Agent shall not be obligated to remit Margin Excess or release pledged Repurchase Assets pursuant to clause (i) or (ii) above to the extent (A) it would cause the outstanding Purchase Price to exceed the Maximum Purchase Price or otherwise be inconsistent with the requirements or conditions of this Agreement; (B) a Default has occurred and is continuing or would exist after such action by Administrative Agent or (C) such action would cause a Margin Deficit.

Margin Maintenance. (a) If at any time the aggregate outstanding amount of the Purchase Price of the Note is greater than the related Asset Value or the Maximum Purchase Price (any such excess, a “Margin Deficit”), and such Margin Deficit exceeds the Minimum Transfer Amount, then Administrative Agent may may, and, at the direction of all Buyers, shall, by notice to Seller require Seller to transfer to Administrative Agent cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”). (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 10:00 a.m. 5:00 p.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 same following Business Day. With respect to a Margin Call, any notice given on or after 10:00 a.m. 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 12:00 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”. The failure of Administrative Agent or BuyerAgent, on any one or more occasions, to exercise its the rights of Buyers hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Administrative Agent or Buyer to do so at a later date. Seller Seller, Buyers and Administrative Agent and Bxxxx each agree that a failure or delay by Administrative Agent or Buyer to exercise its the rights of Buyers hereunder shall not limit or waive Administrative Agent’s or Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Administrative Agent or Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Bxxxx retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount of the Purchase Price of the Note any Purchased Mortgage Loan subject to a Transaction is greater than the related Asset Value or the Maximum Purchase Price of such Purchased Mortgage Loan subject to a Transaction (such excess, a “Margin Deficit”), and such Margin Deficit exceeds the Minimum Transfer Amount, then Administrative Agent may by notice to Seller require Seller to transfer to Administrative Agent for the benefit of Buyers cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”). (b) b. Notice delivered pursuant to Section 2.05(a6(a) may be given by any written or electronic means. With respect to a Margin Call, any 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 same such Business Day. With respect to a Margin Call, any ; notice given on or 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 12:00 p.m. [***] (New York City time) on the following 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”). The failure of Buyers or Administrative Agent or BuyerAgent, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyers or Administrative Agent or Buyer to do so at a later date. Seller Seller, Buyers and Administrative Agent and Bxxxx each agree that a failure or delay by Administrative Agent or Buyer to exercise its rights hereunder shall not limit or waive Administrative Agent’s or Buyer’s Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) c. In the event that a Margin Deficit existsexists with respect to any Purchased Mortgage Loan, Buyers or Administrative Agent or Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer Administrative Agent against the related Margin Deficit or and (ii) may be applied by Buyer Buyers or Administrative Agent against the Purchase PriceRepurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Bxxxx retains Buyers and the Administrative Agent retain the right, in its their sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056.