Common use of Margin Maintenance Clause in Contracts

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset at any time and from time to time. Upon the occurrence and during the continuance of a Margin Deficit Event with respect to any Purchased Asset, Purchaser may, by written notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller to (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (b) If a Margin Call is given by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York time) on the same day. If a Margin Call is given by Purchaser under Article 4(a) on any Business Day after 10 a.m. (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) The failure or delay by Purchaser, on any one or more occasions, to exercise its rights under this Article 4 shall not change or alter the terms and conditions of this Agreement or limit or waive the right of Purchaser to do so at a later date or in any way create additional rights for Seller.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine Buyer (or Agent on behalf of Buyer) determines the Market Value of the Purchased Assets at such intervals as determined by Buyer (or Agent on behalf of Buyer) in its good faith discretion consistent with its valuation practices for similar loans being sold by sellers similar to Seller; provided, however, that Seller may request that Buyer provide reasonable detail regarding its determination of Market Value, as well as to demonstrate that such Market Value has been determined in accordance with the definition thereof. Buyer (or Agent on behalf of Buyer) shall have the right, at any Purchased Asset time, and at its own expense, to obtain an updated appraisal on any Loan or Loans. (b) If at any time the aggregate Purchase Price for all Purchased Assets subject to outstanding Transactions is greater than the aggregate sum of the product of (i) the Applicable Percentage and from time (ii) the lesser of (A) the Market Value and (B) the outstanding principal amount for each Purchased Asset then US_ACTIVE\126495096\V-12 subject to time. Upon a Transaction (such excess, a “Margin Deficit”), in an amount greater than [***], then subject to the occurrence and during the continuance last sentence of a Margin Deficit Event with respect to any Purchased Assetthis paragraph, Purchaser Buyer (or Agent on behalf of Buyer) may, by written notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller to transfer to Buyer cash or Substitute Assets approved by Buyer (ior Agent on behalf of Buyer) make a cash payment in reduction its sole discretion in an amount sufficient to cure such Margin Deficit. If Buyer (or Agent on behalf of the Repurchase Price of such Purchased Asset or (iiBuyer) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (b) If delivers a Margin Call is given by Purchaser under Article 4(ato Seller on or prior to 10:00 a.m. (New York City time) on any Business Day at or prior to 10 a.m. (New York time)Day, the then Seller shall cure transfer the related Margin Deficit as provided in Article 4(a) required amount of cash or Substitute Assets to Buyer no later than 5:00 p.m. (New York City time) on the same day[***] Day. If In the event Buyer (or Agent on behalf of Bu▇▇▇) delivers a Margin Call is given by Purchaser under Article 4(ato a Seller after 10:00 a.m. (New York City time) on any Business Day after 10 a.m. (New York time)Day, Seller will be required to transfer the Seller shall cure the related Margin Deficit as provided in Article 4(a) required amount of cash or Substitute Assets no later than 5:00 p.m. (New York City time) on the immediately following Business Daydate that is [***] after Seller’s receipt of such Margin Call. Notwithstanding the foregoing, provided that no Default or Event of Default shall have occurred and be continuing, Buyer (or Agent on behalf of Buyer) shall not require Seller to satisfy a Margin Call and no Margin Call shall be required to be made unless the Margin Deficit shall equal or exceed [***], as determined by Buyer (or Agent on behalf of Buyer) in its reasonable, good faith discretion. (c) From time to time, if Bu▇▇▇’s (ior Agent’s on behalf of Buyer) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser mayelection, in its sole and absolute discretion, consider not to make a request from Seller Margin Call at any time there is a Margin Deficit will not in any way limit or impair its right to transfer cash to Seller in an amount up to such make a Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Call at any time a Margin Deficits resulting from market fluctuationsDeficit exists. (d) The failure or delay by Purchaser, on Any cash transferred to Buyer pursuant to Section 6(b) above will be applied to the repayment of the Repurchase Price of outstanding Transactions pursuant to Section 4(b) and any one or more occasions, Substitute Assets will be deemed to exercise its rights under this Article 4 shall not change or alter the terms and conditions of this Agreement or limit or waive the right of Purchaser to do so at a later date or in any way create additional rights for Sellerbe Purchased Assets.

Margin Maintenance. (a) Purchaser mayIf at any time following the occurrence of a Credit Event, the aggregate Market Value of the Purchased Loans shall be less than the sum of the Margin Amounts calculated individually with respect to each Purchased Loan (a “Margin Deficit”) and such Margin Deficit is greater than $500,000, then Buyer may by notice to Seller require Seller to cure such Margin Deficit by either: (i) transferring to Buyer additional cash collateral in an amount at its option in its sole discretionleast equal to the sum of the amounts, re-determine calculated individually for each Purchased Loan, equal to the product of (x) the difference between the Margin Amount with respect to such Purchased Loan and the Market Value for any of such Purchased Asset at any time and from time Loan multiplied by (y) the applicable Initial Purchase Price Percentage, which cash collateral shall be held by Buyer as additional Collateral with respect to time. Upon the occurrence and during applicable Purchased Loan(s); (ii) reducing the continuance outstanding Purchase Price of a Margin Deficit Event the Transactions with respect to any Purchased AssetLoan, Purchaser mayas applicable, by written notice to Seller substantially in such that the form of Exhibit VIII hereto (a “Margin Call”), require Seller to (i) make a cash payment in reduction aggregate Market Value of the Repurchase Price Purchased Loans is at least equal to the sum of the Margin Amounts of the Purchased Loans; or (iii) making a repayment of the Transactions, in whole, with respect to any Purchased Loan pursuant to Sections 3(f) and (h) of this Agreement which repayment results in a cure of such Purchased Asset or Margin Deficit. Any cash transferred to Buyer pursuant to clause (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist this Section 4(a) of this Agreement with respect to such any Purchased AssetLoan shall be applied to reduce the outstanding Purchase Price for each Purchased Loan on a dollar-for-dollar basis for which there was a Margin Deficit. (b) If a Margin Call any notice is given by Purchaser Buyer under Article Section 4(a) of this Agreement on any Business Day at and Seller transfers cash pursuant to Section 4(a)(i) or prior to 10 a.m. (New York timeii), the Seller shall cure transfer cash in the related Margin Deficit as provided full amount required in Article 4(aSection 4(a)(i) or (ii) by no later than 5:00 p.m. (New York time) the close of business on the same day. If a Margin Call is given by Purchaser under Article 4(afifth (5th) on any Business Day after 10 a.m. (New York time), following the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York time) Business Day on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to which such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) notice is given. The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under Section 4(a) of this Article 4 Agreement shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Buyer and Seller agree that any failure or delay by Buyer to exercise its rights under Section 4(a) of this Agreement shall not limit such party’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellersuch party.

Margin Maintenance. (a) Purchaser Realisation Agent may, at its option in its sole and absolute discretion, re-determine the Market Value for any Purchased Asset at any time and from time to timein accordance with definition of Market Value. Upon the occurrence and during the continuance of If there exists a Margin Deficit Event with respect to any Purchased Asset, Purchaser Realisation Agent may, by written notice to Seller Sellers with a simultaneous copy to Common Issuer Facility Agent substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller Sellers to (at Sellers’ election with written notice of such election to Purchasers, Repurchase Agent, Realisation Agent 52 and Common Issuer Facility Agent) (i) make a cash payment (in the Applicable Currency of the related Purchased Asset) to Purchaser and/or apply Margin Excess from other Purchased Assets (in the Applicable Currency of the related Purchased Asset), in each case in reduction of the Repurchase outstanding Purchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or deliveryapplications, no Margin Deficit shall exist or be deemed to exist with respect to such Purchased Asset or (ii) repurchase such Purchased Asset, in either case within the time period set forth in clause (b) below. (b) If a Margin Call is given by Purchaser Realisation Agent under Article 4(a) on any Business Day at or prior to 10 a.m. 12:00 noon (New York City time or, with respect to a Foreign Purchased Asset, London time), the applicable Seller shall cure the related Margin Deficit as provided in Article 4(a) by no later than 5:00 p.m. (New York City time or, with respect to a Foreign Purchased Asset, London time) on the same daynext succeeding Business Day. If For the avoidance of doubt, if a Margin Call is given by Purchaser Realisation Agent under Article 4(a) on any Business Day after 10 a.m. 12:00 noon (New York City time or, with respect to a Foreign Purchased Asset, London time), the Seller such Margin Call shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York time) be considered given prior to such time on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) The failure or delay by PurchaserRealisation Agent, on any one or more occasions, to exercise its rights under this Article 4 shall not change or alter the terms and conditions of this Agreement or limit or waive the right of Purchaser Realisation Agent to do so at a later date or in any way create additional rights for any Seller. (d) For the avoidance of doubt, with respect to this Article 4, any such payments and/or reductions shall be made by the applicable Seller in the Applicable Currency of the related Purchased Asset with respect to which such Margin Deficit exists.

Margin Maintenance. (ai) Purchaser Daily until the expiration of the Termination Date (or less frequently if all Purchasers, in their sole and absolute discretion, so elect), the Custodian shall determine (A) the aggregate Recognized Value of all Purchased Mortgage Assets held by the Purchasers and (B) the Repurchase Price as of such date, and the Maximum Facility Amount as of such date. (ii) If, on any date, the aggregate Purchase Price exceeds the total Recognized Value of all Purchased Mortgage Assets held by the Purchasers that are Eligible Mortgage Assets (a “Margin Deficit”), the Administrative Agent may, at its option in its sole and absolute discretion, re-determine or shall if directed by the Market Value for any Purchased Asset at any time and from time to time. Upon the occurrence and during the continuance of a Margin Deficit Event with respect to any Purchased Asset, Purchaser mayMajority Banks, by written notice to Seller substantially in the form of Exhibit VIII hereto Sellers (a “Margin Call”), require Seller the Sellers to (i) make a transfer to the Purchasers cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Mortgage Assets that are reasonably acceptable to Purchaser, in each case, so that after giving effect the Purchasers (“Additional Purchased Mortgage Assets”) to eliminate such payment or delivery, no deficiency (“Margin Deficit shall exist with respect to such Purchased AssetMaintenance”). (biii) If Upon receipt of notice from the Administrative Agent at or prior to 11:00 a.m. New York City time (which may be transmitted by facsimile), each of the Sellers, as applicable, in its sole discretion, shall transfer either cash or the Additional Purchased Mortgage Assets no later than the close of business on the Business Day immediately following the date on which a Margin Call is given (“Margin Maintenance Payment Date”). Any cash transferred to any Purchaser pursuant hereto shall be held by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. (New York time), the Seller Custodian until the Repurchase Date and shall cure be applied against the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York time) Repurchase Price on the same day. If a Margin Call is given by Purchaser under Article 4(a) on any Business Day after 10 a.m. (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York time) on the immediately following Business Daynext Repurchase Date. (civ) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser mayEach Purchaser’s election, in its sole and absolute discretion, consider not to make a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Call at any time there is a Margin Deficits resulting from market fluctuations. (d) The failure or delay by Purchaser, on any one or more occasions, to exercise its rights under this Article 4 Deficit shall not change or alter the terms and conditions of this Agreement or limit or waive the right of Purchaser to do so at a later date or in any way create additional rights for Sellerlimit or impair its right to make a Margin Call at any time a Margin Deficit exists.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-Agent shall determine the Market Value of the Purchased Assets on a daily basis as determined by Agent in its sole discretion on exercising good faith. (b) If, as of any date of determination, the lesser of (a) 100% of the Principal Balance of all Purchased Assets then subject to all Transactions and (b) the aggregate Market Value of all related Purchased Assets subject to all Transactions, taking into account the cash then on deposit in the Collection Account, multiplied by the applicable Purchase Price Percentage is less than the Repurchase Price (excluding accrued Price Differential) for any Purchased Asset at any time and from time to time. Upon the occurrence and during the continuance of all such Transactions (a “Margin Deficit Event with respect to any Purchased AssetDeficit”), Purchaser then Agent may, by written notice to Seller substantially in the form of Exhibit VIII hereto RMS (as such notice is more particularly set forth below, a “Margin Call”), require Seller RMS to transfer to the Purchaser or Purchaser’s designee cash or, at Purchaser’s option (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver and provided RMS has additional Eligible Assets Mortgage Loans), additional Eligible Mortgage Loans to Purchaser, in each case, so Purchaser (“Additional Purchased Mortgage Loans”) to cure the Margin Deficit; provided that after giving effect to such payment or delivery, no Margin Deficit Purchaser shall exist with respect to such Purchased Asset. (b) If not provide notice of a Margin Call is given by Purchaser under Article 4(ato RMS until the Margin Deficit equals or exceeds $500,000. If the Agent delivers a Margin Call to RMS on or prior to 11:00 a.m. (New York City time) on any Business Day at Day, then RMS shall transfer cash or prior Additional Purchased Mortgage Loans to 10 a.m. (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) Purchaser or Purchaser’s designee no later than 5:00 p.m. (New York City time) on the same dayBusiness Day. If In the event the Agent delivers a Margin Call is given by Purchaser under Article 4(ato RMS after 11:00 a.m. (New York City time) on any Business Day after 10 a.m. Day, RMS shall be required to transfer cash or Additional Purchased Mortgage Loans to the Purchaser or Purchaser’s designee no later than 12:00 noon (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York City time) on the immediately following next succeeding Business Day. (c) From time Any cash transferred to time, if (i) the Market Value of one Purchaser or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits Purchaser’s designee pursuant to Article 4(aSection 16(f)(ii)(B) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds herein shall reduce the Repurchase Price for such Purchased Assets (of the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuationsrelated Transactions. (d) The failure or delay by of Purchaser, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of this Agreement or limit or waive the right of Purchaser to do so at a later date date. Seller and the Purchaser agree that a failure or delay by Purchaser to exercise its rights hereunder shall not limit or waive Purchaser’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) For the avoidance of doubt, it is hereby understood and agreed that RMS shall be responsible for satisfying any Margin Deficit existing as a result of any reduction of the Principal Balance of any Purchased Asset pursuant to any action by any bankruptcy court.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-Agent shall determine the Market Value of the Purchased Assets on a daily basis as determined by Agent in its sole discretion on exercising good faith. (b) If, as of any date of determination, the lesser of (a) 100% of the Principal Balance of all Purchased Assets then subject to all Transactions and (b) the aggregate Market Value of all related Purchased Assets subject to all Transactions, taking into account the cash then on deposit in the Collection Account, multiplied by the applicable Purchase Price Percentage is less than the Repurchase Price (excluding accrued Price Differential) for any Purchased Asset at any time and from time to time. Upon the occurrence and during the continuance of all such Transactions (a “Margin Deficit Event with respect to any Purchased AssetDeficit”), Purchaser then Agent may, by written notice to Seller substantially in the form of Exhibit VIII hereto RMS (as such notice is more particularly set forth below, a “Margin Call”), require Seller RMS to transfer to Purchaser or Purchaser’s designee cash or, at Purchaser’s option (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver and provided RMS has additional Eligible Assets Mortgage Loans), additional Eligible Mortgage Loans to Purchaser, in each case, so Purchaser (“Additional Purchased Mortgage Loans”) to cure the Margin Deficit; provided that after giving effect to such payment or delivery, no Margin Deficit Purchaser shall exist with respect to such Purchased Asset. (b) If not provide notice of a Margin Call is given by Purchaser under Article 4(ato RMS until the Margin Deficit equals or exceeds $500,000. If the Agent delivers a Margin Call to RMS on or prior to 11:00 a.m. (New York City time) on any Business Day at Day, then RMS shall transfer cash or prior Additional Purchased Mortgage Loans to 10 a.m. (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) Purchaser or its designee no later than 5:00 p.m. (New York City time) on the same dayBusiness Day. If In the event the Agent delivers a Margin Call is given by Purchaser under Article 4(ato RMS after 11:00 a.m. (New York City time) on any Business Day after 10 a.m. Day, RMS shall be required to transfer cash or Additional Purchased Mortgage Loans no later than 12:00 noon (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York City time) on the immediately following next succeeding Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of Any cash payments made by Seller transferred to Purchaser to cure the related Margin Deficits or its designee pursuant to Article 4(aSection 16(f)(ii)(B) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds herein shall reduce the Repurchase Price for such Purchased Assets (of the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuationsrelated Transactions. (d) The failure or delay by of Purchaser, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of this Agreement or limit or waive the right of Purchaser to do so at a later date date. Seller and Purchaser each agree that a failure or delay by Purchaser to exercise its rights hereunder shall not limit or waive Purchaser’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) For the avoidance of doubt, it is hereby understood and agreed that RMS shall be responsible for satisfying any Margin Deficit existing as a result of any reduction of the Principal Balance of any Purchased Asset pursuant to any action by any bankruptcy court.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-Agent shall determine the Market Value of the Purchased Assets on a daily basis. (b) If, as of any date of determination, the lesser of (i) [***] of the unpaid principal balance as of such date of all Purchased Assets then subject to all Transactions and (ii) the aggregate Market Value of all Purchased Assets then subject to all Transactions, taking into account the cash then on deposit in the Collection Account, multiplied by the applicable Purchase Price Percentage is more than $[***] less than the Repurchase Price (less the related Price Differential) for any Purchased Asset at any time and from time to time. Upon the occurrence and during the continuance of all such Transactions (a “Margin Deficit Event with respect to any Purchased AssetDeficit”), Purchaser then Agent may, by written notice to the Seller substantially in the form of Exhibit VIII hereto (as such notice is more particularly set forth below, a “Margin Call”), require Seller to (i) make a cash payment in reduction transfer to Agent on behalf of the Repurchase Price of such Purchased Asset related Purchaser or (ii) its designee cash or, at the related Purchaser’s option of the Purchaser, deliver (and provided Seller has additional Eligible Assets Mortgage Loans), additional Eligible Mortgage Loans to Purchaser, in each case, so that after giving effect the related Purchaser (“Additional Purchased Mortgage Loans”) to such payment or delivery, no cure the Margin Deficit shall exist with respect to such Purchased Asset. (b) Deficit. If the Agent delivers a Margin Call is given by Purchaser under Article 4(ato the Seller on or prior to [***] (New York City time) on any Business Day at Day, then the Seller shall transfer cash or prior Additional Purchased Mortgage Loans to 10 a.m. Agent on behalf of the related Purchaser or its designee no later than [***] (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York City time) on the same dayBusiness Day. If In the event the Agent delivers a Margin Call is given by Purchaser under Article 4(ato Seller after [***] (New York City time) on any Business Day after 10 a.m. Day, Seller shall be required to transfer cash or Additional Purchased Mortgage Loans no later than [***] (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York City time) on the immediately following next succeeding Business Day. (c) From time Any cash transferred to time, if (i) Agent for the Market Value benefit of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits Purchaser or its designee pursuant to Article 4(aSection 16(g)(ii) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds herein shall reduce the Repurchase Price for such Purchased Assets (of the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuationsrelated Transactions. (d) The failure or delay by Purchaserof Purchasers, on any one or more occasions, to exercise its their rights under this Article 4 hereunder, shall not change or alter the terms and conditions of this Agreement or limit or waive the right of Purchaser the Purchasers to do so at a later date date. Seller and Purchasers each agree that a failure or delay by a Purchaser to exercise its rights hereunder shall not limit or waive the related Purchaser’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) For the avoidance of doubt, it is hereby understood and agreed that Seller shall be responsible for satisfying any Margin Deficit existing as a result of any cram down of the unpaid principal balance of any Purchased Asset pursuant to any action by any bankruptcy court.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-Agent shall determine the Market Value of the Purchased Assets on a daily basis as determined by Agent, in its sole good faith discretion. (b) If, as of any date of determination, the lesser of (i) 100% of the unpaid principal balance as of such date of all Purchased Assets then subject to all Transactions and (ii) the product of (x) the aggregate Market Value of all Purchased Assets then subject to all Transactions, taking into account the cash then on deposit in the Collection Account, multiplied by (y) the applicable Purchase Price Percentage, is less than the Repurchase Price (less the related Price Differential) for any Purchased Asset at any time and from time to time. Upon the occurrence and during the continuance of all such Transactions (a “Margin Deficit Event with respect to any Purchased AssetDeficit”), Purchaser then Agent may, by written notice to Seller substantially in the form of Exhibit VIII hereto (as such notice is more particularly set forth below, a “Margin Call”), require Seller to transfer to Purchaser or its designee cash or, at Purchaser’s option (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver and provided Seller has additional Eligible Assets Mortgage Loans), additional Eligible Mortgage Loans to Purchaser, in each case, so that after giving effect Purchaser (“Additional Purchased Mortgage Loans”) to such payment or delivery, no cure the Margin Deficit shall exist with respect to such Purchased Asset. (b) Deficit. If Agent delivers a Margin Call is given by Purchaser under Article 4(ato Seller on or prior to 11:00 a.m. (New York City time) on any Business Day at or prior to 10 a.m. (New York time)Day, the then Seller shall cure the related Margin Deficit as provided in Article 4(a) transfer cash or Additional Purchased Mortgage Loans to Purchaser or its designee no later than (i) 5:00 p.m. (New York City time) on the same dayBusiness Day. If In the event Agent delivers a Margin Call is given by Purchaser under Article 4(ato Seller after 11:00 a.m. (New York City time) on any Business Day after 10 a.m. (New York time)Day, the Seller shall cure the related Margin Deficit as provided in Article 4(a) be required to transfer cash or Additional Purchased Mortgage Loans no later than 5:00 (i) 12:00 p.m. (New York City time) on the immediately following next succeeding Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of Any cash payments made by Seller transferred to Purchaser to cure the related Margin Deficits or its designee pursuant to Article 4(aSection 16(f)(ii) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds herein shall reduce the Repurchase Price for such Purchased Assets (of the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuationsrelated Transactions. (d) The failure or delay by of Purchaser, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of this Agreement or limit or waive the right of Purchaser to do so at a later date date. Seller and Purchaser each agree that a failure or delay by a Purchaser to exercise its rights hereunder shall not limit or waive Purchaser’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) For the avoidance of doubt, it is hereby understood and agreed that Seller shall be responsible for satisfying any Margin Deficit existing as a result of any cram down of the unpaid principal balance of any Purchased Asset pursuant to any action by any bankruptcy court.

Margin Maintenance. (a) Purchaser may, at its option in its sole and absolute discretion, re-determine the Market Value for any Purchased Asset at any time and from time to timein accordance with the definition of Market Value. Upon the occurrence and during the continuance of If there exists a Margin Deficit Event with respect to any Purchased Asset, Purchaser may, by written notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller to (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at or, to the option of the Purchaserextent approved by Purchaser in its sole and absolute discretion, to deliver additional Eligible Assets other assets to Purchaser, in each case, Purchaser so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (b) If a Margin Call is given by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. 12:00 noon (New York City time), the Seller shall cure the related Margin Deficit (which may be by repurchasing the related Purchased Asset in accordance with Article 3(d)) as provided in Article 4(a) by no later than 5:00 p.m. (New York City time) on the same daynext Business Day. If For the avoidance of doubt, if a Margin Call is given by Purchaser under Article 4(a) on any Business Day after 10 a.m. (New York time)the time set forth above, the Seller such Margin Call shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York time) be considered given prior to such time on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) The failure or delay by Purchaser, on any one or more occasions, to exercise its rights under this Article 4 shall not change or alter the terms and conditions of this Agreement or limit or waive the right of Purchaser to do so at a later date or in any way create additional rights for Seller.

Margin Maintenance. (a) Purchaser may, at its option Agent shall determine the Market Value of the Purchased Assets on a daily basis in its sole discretion, re-determine exercised in good faith. (b) If, as of any date of determination, the amount equal to (A) the sum of, for each Purchased Asset (other than the REO Asset), the lesser of (i) 100% of the aggregate Principal Balance of such Purchased Asset as of such date of determination, and (ii) the applicable Purchase Price Percentage multiplied by the Market Value for any of such Purchased Asset at any time and from time to time. Upon as of such date of determination, plus (B) for the occurrence and during the continuance of a Margin Deficit Event with respect to any Purchased REO Asset, Purchaser the product of the applicable Purchase Price Percentage multiplied by the Market Value of the REO Asset plus, (C) all amounts on then on deposit in the Collection Account is less than the aggregate Repurchase Price (excluding amounts attributable to clauses (ii)–(iv) of the definition thereof) for all outstanding Transactions (a “Margin Deficit”), then Agent may, by written notice to Seller substantially in the form of Exhibit VIII hereto (as such notice is more particularly set forth below, a “Margin Call”), require Seller to transfer cash into the Collection Account or, at Agent’s option (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver and provided Seller has additional Eligible Assets Mortgage Loans), additional Eligible Mortgage Loans to Purchaser, in each case, so Custodian (“Additional Purchased Mortgage Loans”) to cure the Margin Deficit; provided that after giving effect to such payment or delivery, no Margin Deficit Agent shall exist with respect to such Purchased Asset. (b) If not provide notice of a Margin Call is given by Purchaser under Article 4(ato Seller until the Margin Deficit equals or exceeds $500,000. If Agent delivers a Margin Call to Seller on or prior to 11:00 a.m. (New York City time) on any Business Day at or prior to 10 a.m. (New York time)Day, the then Seller shall cure transfer cash or Additional Purchased Mortgage Loans to Agent (or its designee) for the related Margin Deficit as provided in Article 4(a) benefit of Purchasers no later than 5:00 p.m. (New York City time) on the same dayBusiness Day. If In the event Agent delivers a Margin Call is given by Purchaser under Article 4(ato Seller after 11:00 a.m. (New York City time) on any Business Day after 10 a.m. Day, Seller shall be required to transfer cash or Additional Purchased Mortgage Loans to Agent (or its designee) for the benefit of Purchasers no later than 12:00 noon (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York City time) on the immediately following next succeeding Business Day. (c) From time Any cash transferred to time, if (i) Agent for the Market Value benefit of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits Purchasers pursuant to Article 4(aSection ‎16(f)(ii)(B) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds herein shall reduce the Repurchase Price for such Purchased Assets (of the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuationsrelated Transactions. (d) The failure or delay by Purchaserof Agent, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of this Agreement or limit or waive the right of Purchaser Agent to do so exercise any such rights at a later date date. Seller and Agent agree that a failure or delay by Agent to exercise its rights hereunder shall not limit or waive Agent’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) For the avoidance of doubt, it is hereby understood and agreed that Seller shall be responsible for satisfying any Margin Deficit existing as a result of any reduction of the Principal Balance of any Purchased Asset pursuant to any action by any bankruptcy court.

Margin Maintenance. (a) Purchaser mayIf at any time, at its option the aggregate Market Value of the Purchased Loans shall be less than the product of (x) 98.00% and (y) the sum of the Margin Amounts calculated individually with respect to each Purchased Loan (a “Margin Deficit”), then Buyer may by notice to Seller in its sole discretion, re-determine writing (including therein a description of the Market Value calculation for any each Purchased Asset at any time and from time Loan) require Seller to time. Upon the occurrence and during the continuance of a cure such Margin Deficit Event by either (i) transferring to Buyer additional cash collateral in an amount equal to (a) the difference between the sum of the Margin Amounts calculated individually with respect to each Purchased Loan and the aggregate Market Value of the Purchased Loans multiplied by (b) the Purchase Percentage, (ii) reducing the outstanding Purchase Price of the Purchased Loans such that the aggregate Market Value of the Purchased Loans is equal to the sum of the Margin Amounts or (iii) doing an early repurchase on an Early Repurchase Date pursuant to Section 3(d) of this Agreement in order to cure such Margin Deficit. Any cash transferred to Buyer pursuant to clause (ii) of Section 4(a) of this Agreement with respect to any Purchased Asset, Purchaser may, by written notice Loan shall be applied to Seller substantially in reduce the form of Exhibit VIII hereto (Purchase Price for each Purchased Loan on a “dollar-for-dollar basis for which there was a Margin Call”), require Seller to (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased AssetDeficit. (b) If a Margin Call any notice is given by Purchaser Buyer under Article Section 4(a) of this Agreement on any Business Day at or prior to 10 a.m. (New York time)Day, the Seller shall cure the related Margin Deficit transfer cash or additional collateral as provided in Article Section 4(a) by no later than 5:00 p.m. (New York time) the close of business on the same day. If a Margin Call is given by Purchaser under Article 4(a) on any second Business Day after 10 a.m. (New York time), following the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York time) Business Day on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to which such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) notice is given. The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under Section 4(a) of this Article 4 Agreement shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Buyer and Seller agree that any failure or delay by Buyer to exercise its rights under Section 4(a) of this Agreement shall not limit such party’s rights under this Agreement or otherwise existing by law or in any way create additional rights for such party. (c) If on any date no Margin Deficit or Default or Event of Default exists and the Market Value for any particular Purchased Loan exceeds the Margin Amount for such Purchased Loan as of such date, then Buyer, in response to Seller’s written request, to be delivered no more frequently than once each calendar month with respect to any Purchased Loan, shall transfer cash to Seller in an amount up to such excess multiplied by the Purchase Percentage (such amount, the “Margin Excess”); provided, that, Buyer shall not have any obligation to transfer cash to Seller with respect to any individual Purchased Loan in an amount greater than the amount of cash transferred by Seller to Buyer pursuant to Section 4(a) of this Agreement in reduction of the Purchase Price of such Purchased Loan. (d) If any notice is given by Seller under Section 4(c) of this Agreement on any Business Day, the Buyer shall transfer cash as provided in Section 4(c) by no later than the close of business on the second Business Day following the Business Day on which such notice is given. The failure of Seller, on any one or more occasions, to exercise its rights under Section 4(c) of this Agreement shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Seller to do so at a later date. Buyer and Seller agree that any failure or delay by Seller to exercise its rights under Section 4(c) of this Agreement shall not limit such party’s rights under this Agreement or otherwise existing by law or in any way create additional rights for such party.