Common use of MARGIN AMOUNT MAINTENANCE Clause in Contracts

MARGIN AMOUNT MAINTENANCE. (a) If at any time the Margin Base is less than the aggregate Purchase Price for all outstanding Transactions (a "Margin Deficit"), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "Margin Deficit Notice") require Seller to transfer to Buyer or its designee (including Custodian) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such that the aggregate Asset Value of the Purchased Assets will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactions. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., New York City time, on any Business Day, then Seller shall transfer such cash to Buyer no later than 5 p.m. New York City time, on such Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller after 10 a.m., New York City time, on any Business Day, Seller shall be required to transfer such cash no later than 5 p.m., New York City time, on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (b) Buyer's election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit exists.

MARGIN AMOUNT MAINTENANCE. (a) Buyer shall determine the Asset Value of each Purchased Mortgage Loan at such intervals as determined by Buyer in its sole discretion. (b) If at any time the Margin Base Asset Value of any Purchased Mortgage Loans subject to a Transaction is less than the aggregate Purchase Price for all outstanding Transactions such Transaction, or any applicable Concentration Limit has been exceeded (a "“Margin Deficit"”), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer or its designee cash so that, as applicable, (including Custodiani) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such that the aggregate Asset Value of the Purchased Assets Mortgage Loans will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactionssuch Transaction, and (ii) no Concentration Limit will be exceeded. (c) Notice delivered pursuant to Section 4(b) may be given by any written or electronic means. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, on any Business Dayand the related Margin Call satisfied, then Seller shall transfer such cash to Buyer no later than 5 5:00 p.m. (New York City time, ) on such Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller ; notice given after 10 a.m., 10:00 a.m. (New York City time, ) on any a Business Day, Seller Day shall be required to transfer such cash met, and the related Margin Call satisfied, no later than 5 p.m., 5:00 p.m. (New York City time) on the following Business Day (the foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). (d) The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the subsequent Business Dayterms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. All Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) Any cash transferred to Buyer pursuant to this Section 4(a4(b) above shall be deposited in credited to the account set forth in Section 8(a) hereof and shall be deemed to reduce Repurchase Price of the aggregate Purchase Price with respect to all outstanding related Transactions. (b) Buyer's election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit exists.

MARGIN AMOUNT MAINTENANCE. (a) Buyer shall determine the Market Value of each Purchased Asset at such intervals as determined by Buyer in its sole discretion. (b) If at any time the Margin Base is aggregate Asset Values of Purchased Assets then subject to Transactions are less than the aggregate Purchase Price Prices for all outstanding Transactions such Purchased Assets (a "“Margin Deficit"”), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer or its designee (including Custodian) cash to be applied to reduce in the Purchase Price with respect to all outstanding Transactions such that the aggregate Asset Value amount of the Purchased Assets will thereupon equal Margin Deficit. (c) Notice delivered pursuant to Section 4(b) may be given by any written or exceed the aggregate Purchase Price for all outstanding Transactionselectronic means. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, on any Business Dayand the related Margin Call satisfied, then Seller shall transfer such cash to Buyer no later than 5 5:00 p.m. (New York City time, ) on such Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller ; notice given after 10 a.m., 10:00 a.m. (New York City time, ) on any a Business Day, Seller Day shall be required to transfer such cash met, and the related Margin Call satisfied, no later than 5 p.m., 5:00 p.m. (New York City time) on the following Business Day. (d) The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the subsequent Business Dayterms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. All Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) Any cash transferred to Buyer pursuant to this Section 4(a4(b) above shall be deposited in the account set forth in Section 8(a) hereof held as unsegregated cash margin and shall be deemed to reduce the aggregate Purchase Price with respect to collateral for all outstanding TransactionsObligations under this Agreement. (b) Buyer's election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit exists.

MARGIN AMOUNT MAINTENANCE. (a) The Buyer shall determine the Asset Value of the Purchased Mortgage Loans on a weekly basis, or at such other intervals as determined by the Buyer in its sole discretion. (b) If at any time the Margin Base aggregate Asset Value of all related Purchased Mortgage Loans subject to all Transactions is less than the aggregate Purchase Repurchase Price for all outstanding such Transactions (a "“Margin Deficit"”), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer or its designee cash or Eligible Mortgage Loans approved by the Buyer in its sole discretion (including Custodian“Additional Purchased Mortgage Loans”) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such so that the aggregate Asset Value of the Purchased Assets Mortgage Loans, including any such Additional Purchased Mortgage Loans or cash, will thereupon equal or exceed the aggregate Purchase Repurchase Price for all outstanding Transactions. If Buyer delivers a Margin Deficit Notice Call to the Seller on or prior to 10 a.m., 9:30 a.m. (New York City time, ) on any Business Day, then the Seller shall transfer such cash or Additional Purchased Mortgage Loans to Buyer no later than 5 p.m. (New York City time, on such Business Day) that day. In the event the Buyer delivers a Margin Deficit Notice Call to a Seller after 10 a.m., 9:30 a.m. (New York City time, ) on any Business Day, the Seller shall be required to transfer such cash or Additional Purchased Mortgage Loans no later than 5 p.m., p.m. (New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (bc) Buyer's ’s election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists. (d) Any cash transferred to the Buyer pursuant to Section 4(a) above shall be credited to the Repurchase Price of the related Transactions.

MARGIN AMOUNT MAINTENANCE. (a) Buyer shall determine the Asset Value of the Purchased Mortgage Loans and Contributed Assets at such intervals as determined by Buyer in its sole discretion. (b) If at any time the Margin Base aggregate Asset Value of all related Purchased Mortgage Loans and Contributed Assets subject to all Transactions is less than the aggregate Purchase Price for all outstanding such Transactions (a "“Margin Deficit"”), then Buyer may by notice to Seller Sellers (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller Sellers to transfer to Buyer or its designee (including Custodian) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such so that the aggregate Asset Value of the Purchased Assets Mortgage Loans and Contributed Assets, including any such cash, will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactions. Any amount paid by Sellers to cure a Margin Deficit pursuant to this Section 4(b) shall be no less than $100,000. If Buyer delivers a Margin Deficit Notice Call to Seller Sellers on or prior to 10 a.m., 12:00 noon (New York City time, ) on any Business Day, then Seller Sellers shall transfer such cash to Buyer no later than 5 5:00 p.m. (New York City time, on such Business Day) that day. In the event Buyer delivers a Margin Deficit Notice Call to Seller Sellers after 10 a.m., 12:00 noon (New York City time, ) on any Business Day, Seller Sellers shall be required to transfer such cash no later than 5 p.m., 5:00 p.m. (New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (bc) Buyer's ’s election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists. (d) Any cash transferred to Buyer pursuant to Section 4(b) above shall be credited to the Repurchase Price of the related Transactions.

MARGIN AMOUNT MAINTENANCE. (a) If at any time the Margin Base is less than the aggregate Purchase Price for all outstanding Transactions (a "“Margin Deficit"”), as determined by Buyer in Buyer’s sole discretion exercised in good faith, then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice"”) require Seller to transfer to Buyer or its designee (including Custodian) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such that the aggregate Asset Value Margin Base of the Purchased Assets will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactions. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., New York City time, on any Business Day, then Seller shall transfer such cash to Buyer no later than 5 4 p.m. New York City time, on such Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller after 10 a.m., New York City time, on any Business Day, Seller shall be required to transfer such cash no later than 5 4 p.m., New York City time, on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and hereof. Buyer shall be deemed allocate such cash to reduce the aggregate Purchase Price with respect Prices relating to all the Purchased Assets subject to outstanding TransactionsTransactions as Buyer shall determine in its sole discretion, exercised in good faith. (b) Buyer's ’s election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit exists. (c) Buyer shall offset against the Repurchase Price of each such Transaction all cash actually received by Buyer for such Transaction pursuant to Section 4(a) as of the applicable Repurchase Date. For the avoidance of doubt, funds deposited in the account specified in Section 8(a) shall be treated as actually received by Buyer for all purposes of this Agreement.

MARGIN AMOUNT MAINTENANCE. (a) If at any time the Margin Base aggregate Asset Value of all Purchased Assets subject to all outstanding Transactions is less than the aggregate Purchase Repurchase Price for all outstanding such Transactions (a "“Margin Deficit"”), then Buyer may the Agent shall by notice to Seller the Sellers (as such notice is more particularly set forth below, a "Margin Deficit Notice") “▇▇▇▇-to-Market”), require Seller the Sellers to transfer to Buyer the Custodian or other designee of the Agent, for the benefit of Buyers, cash or Eligible Assets approved by the Agent in its designee sole discretion (including Custodian“Additional Purchased Assets”) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such so that the aggregate Asset Value of the Purchased Assets, including any such Additional Purchased Assets or cash, will thereupon equal or exceed the aggregate Purchase Repurchase Price for all outstanding Transactions. For purposes of the calculation of the ▇▇▇▇-to-Market, the Agent will exclude accrued and unpaid Price Differential that is otherwise included in the aggregate Repurchase Price (which, if so excluded, will be due on the next Payment Date). If Buyer the Agent delivers a Margin Deficit Notice ▇▇▇▇-to-Market to Seller on at or prior to 10 a.m., before 4:00 p.m. (New York City time, ) on any Business Day, then Seller the Sellers shall transfer such cash or Additional Purchased Assets to Buyer no later than 5 the Custodian or other designee of the Agent, for the benefit of Buyers, on the next Business Day after the Business Day on which a ▇▇▇▇-to-Market is delivered to the Sellers. If the Agent delivers a ▇▇▇▇-to-Market to Seller after 4:00 p.m. (New York City time, on such Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller after 10 a.m., New York City time, ) on any Business Day, Seller the Sellers shall be required to transfer such cash no later than 5 p.m., New York City time, or Additional Purchased Assets on the subsequent second Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding TransactionsDay thereafter. (b) Buyer's The Agent’s election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice ▇▇▇▇-to-Market at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver make a Margin Deficit Notice ▇▇▇▇-to-Market at any time a Margin Deficit exists. (c) Any cash transferred to the Agent pursuant to Section 5(a) above shall be credited to the Repurchase Price of the related Transactions. (d) On any day, the aggregate amount of Transactions outstanding under the Repurchase Agreement shall in no event exceed the Maximum Purchase Price. If notice is given at or before 10:00 a.m. (New York City time), then by 2:00 p.m. on that same Business Day (or if notice is given after 10:00 a.m., then by 2:00 p.m. on the next Business Day) the Sellers shall repurchase enough Purchased Assets that the Repurchase Price equals or is less than the Maximum Purchase Price. (e) On any day on which the aggregate Asset Value of the Purchased Assets subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), provided that no Default or Event of Default has occurred and is continuing or would exist after such action by the Agent, the Agent, upon receipt of written request from Seller, shall remit cash or release Purchased Assets to Seller, as requested by the Sellers, in either case in an amount equal to the lesser of (i) the amount requested by the Sellers and (ii) such Margin Excess. To the extent that the Agent remits cash to the Sellers, such cash shall be additional Purchase Price with respect to the Transactions (but any such additional Purchase Price paid pursuant to this Section 5(e) shall not be included in the Repurchase Price for any Purchased Assets and no Price Differential shall accrue on any such additional Purchase Price paid pursuant to this Section 5(e)). Any request received by the Agent after 11:30 a.m. (New York City time) shall be remitted by the Agent on the next Business Day. (f) The Agent shall not be obligated to remit an amount or release Purchased Assets requested pursuant to a request for Margin Excess which (i) Agent determines is based on erroneous information or would result in a Transaction other than in accordance with the terms of this Repurchase Agreement; (ii) does not reflect the current determination of Asset Value as provided in the definition thereof; (iii) exceeds the Available Purchase Price or (iv) would result in any Buyer’s Available Commitment being exceeded.

MARGIN AMOUNT MAINTENANCE. (a) If at any time the Margin Base is less than the aggregate Purchase Price for all outstanding Transactions (a "“Margin Deficit"”), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice"”) require Seller to transfer to Buyer or its designee (including Custodian) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such that the aggregate Asset Value of the Purchased Assets will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactions. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., 6 p.m. (New York City time, ) on any Business Day, then Seller shall transfer such cash to Buyer no later than 5 p.m. (New York City time, on such ) the following Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller after 10 a.m., 6 p.m. (New York City time, ) on any Business Day, then such Margin Deficit Notice shall be deemed to have been delivered on the following Business Day and Seller shall be required to transfer such cash no later than 5 p.m., p.m. (New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactionshereof. (b) Buyer's ’s election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit exists.

MARGIN AMOUNT MAINTENANCE. (a) Buyer shall determine the Market Value of any Purchased Asset only (i) on the applicable Purchase Date; (ii) at any time upon the occurrence and continuance of a Credit Event; (iii) in accordance with exercising its remedies pursuant to Section 16 hereof; or (iv) at any time upon the occurrence and continuance of an Event of Default. (b) If at any time the Margin Base aggregate Asset Value of all Purchased Assets subject to Transactions is less than the aggregate outstanding Purchase Price for all outstanding Transactions Purchased Assets (a "“Margin Deficit"”), then then, if such Margin Deficit is greater than the Margin Threshold, Buyer may by written notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer or its designee (including Custodian) designee, cash in the amount at least equal to the Margin Deficit, and Buyer shall apply such cash to be applied to reduce the outstanding Purchase Price with respect to all outstanding Transactions such that the aggregate Asset Value of the Purchased Assets will thereupon equal as directed by Seller, or, in the absence of such direction, on a weighted average, pro rata basis, with respect to the Purchased Assets that gave rise to the Margin Call. (c) Notice delivered pursuant to Section 5(b) hereof may be given by any written or exceed the aggregate Purchase Price for all outstanding Transactionselectronic means. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, on any Business Dayand the related Margin Call satisfied, then Seller shall transfer such cash to Buyer no later than 5 4:30 p.m. (New York City time, ) on the date of such Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller notice; notice given after 10 a.m., 10:00 a.m. (New York City time, ) on any a Business Day, Seller Day shall be required to transfer such cash met, and the related Margin Call satisfied, no later than 5 p.m., 2:00 p.m. (New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in Day following the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactionsdate of such notice. (bd) The failure of Buyer's election, in on any one or more occasions, to exercise its sole and absolute discretionrights hereunder, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit existscreate additional rights for Seller.

MARGIN AMOUNT MAINTENANCE. (a) Buyer shall determine the Market Value of each Purchased Asset at such intervals as determined by Buyer in its sole discretion. (b) If at any time the Margin Base is aggregate Asset Values of Purchased Assets then subject to Transactions are less than the aggregate Purchase Price Prices for all outstanding Transactions such Purchased Assets (a "“Margin Deficit"”), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer or its designee (including Custodian) cash to be applied to reduce in the Purchase Price with respect to all outstanding Transactions such that the aggregate Asset Value amount of the Purchased Assets will thereupon equal Margin Deficit. (c) Notice delivered pursuant to Section 4(b) may be given by any written or exceed the aggregate Purchase Price for all outstanding Transactionselectronic means. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., Any notice given before [***] (New York City time) on a Business Day shall be met, on any Business Dayand the related Margin Call satisfied, then Seller shall transfer such cash to Buyer no later than 5 p.m. [***] (New York City time, ) on such Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller ; notice given after 10 a.m., [***] (New York City time, ) on any a Business Day, Seller Day shall be required to transfer such cash met, and the related Margin Call satisfied, no later than 5 p.m., [***] (New York City time) on the following Business Day. (d) The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the subsequent Business Dayterms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. All Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) Any cash transferred to Buyer pursuant to this Section 4(a4(b) above shall be deposited in the account set forth in Section 8(a) hereof held as unsegregated cash margin and shall be deemed to reduce the aggregate Purchase Price with respect to collateral for all outstanding TransactionsObligations under this Agreement. (b) Buyer's election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit exists.

MARGIN AMOUNT MAINTENANCE. (a) Buyer shall determine the Asset Value of each Purchased Mortgage Loan at such intervals as determined by Buyer in its reasonable discretion with notice to Seller. (b) If at any time the Margin Base Asset Value of any Purchased Mortgage Loans subject to a Transaction is less than the aggregate Purchase Price and in excess of the Margin Threshold for all outstanding Transactions such Transaction, or any applicable Concentration Limit has been exceeded (a "“Margin Deficit"”), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer or its designee cash so that, as applicable, (including Custodiani) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such that the aggregate Asset Value of the Purchased Assets Mortgage Loans will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactionssuch Transaction, and (ii) no Concentration Limit will be exceeded. (c) Notice delivered pursuant to Section 4(b) may be given by any written or electronic means. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, on any Business Dayand the related Margin Call satisfied, then Seller shall transfer such cash to Buyer no later than 5 5:00 p.m. (New York City time, ) on such the following Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller ; notice given after 10 a.m., 10:00 a.m. (New York City time, ) on any a Business Day, Seller Day shall be required to transfer such cash met, and the related Margin Call satisfied, no later than 5 p.m., 5:00 p.m. (New York City time) on the second (2nd) following Business Day (the foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). (d) The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the subsequent Business Dayterms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. All Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) Any cash transferred to Buyer pursuant to this Section 4(a4(b) shall above may be deposited either credited to the Repurchase Price of the related Transactions, or, at Buyer’s option, may be placed in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (b) Buyer's electionReserve Account until such time that Buyer determines, in its sole and absolute discretion, not to deliver a that the Margin Deficit Notice at any time there is a has been eliminated, and following elimination of the Margin Deficit Buyer shall not deposit the remaining portion of the cash transfer in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit existsexcess of the Minimum Reserve Amount, if any, into the Haircut Account.”

MARGIN AMOUNT MAINTENANCE. (ai) Buyer shall determine the Market Value of any Purchased Asset only (i) on the applicable Purchase Date; (ii) at any time upon the occurrence and continuance of a Credit Event; (iii) in accordance with exercising its remedies pursuant to Section 16 hereof; or (iv) at any time upon the occurrence and continuance of an Event of Default. (ii) If at any time the Margin Base aggregate Asset Value of all Purchased Assets subject to Transactions is less than the aggregate outstanding Purchase Price for all outstanding Transactions Purchased Assets (a "“Margin Deficit"”), then then, if such Margin Deficit is greater than the Margin Threshold, Buyer may by written notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer or its designee (including Custodian) designee, cash in the amount at least equal to the Margin Deficit, and Buyer shall apply such cash to be applied to reduce the outstanding Purchase Price with respect to all outstanding Transactions such that the aggregate Asset Value of the Purchased Assets will thereupon equal as directed by Seller, or, in the absence of such direction, on a weighted average, pro rata basis, with respect to the Purchased Assets that gave rise to the Margin Call. (iii) Notice delivered pursuant to Section 5(b) hereof may be given by any written or exceed the aggregate Purchase Price for all outstanding Transactionselectronic means. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, on any Business Dayand the related Margin Call satisfied, then Seller shall transfer such cash to Buyer no later than 5 4:30 p.m. (New York City time, ) on the date of such Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller notice; notice given after 10 a.m., 10:00 a.m. (New York City time, ) on any a Business Day, Seller Day shall be required to transfer such cash met, and the related Margin Call satisfied, no later than 5 p.m., 2:00 p.m. (New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in Day following the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactionsdate of such notice. (biv) The failure of Buyer's election, in on any one or more occasions, to exercise its sole and absolute discretionrights hereunder, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit existscreate additional rights for Seller.

MARGIN AMOUNT MAINTENANCE. (a) The Buyer shall determine the Asset Value of the Purchased Mortgage Loans, in its sole discretion, on a daily basis, or at such other intervals as determined by the Buyer in its sole discretion. (b) If at any time the Margin Base aggregate Asset Value of all related Purchased Mortgage Loans subject to all Transactions is less than the aggregate Purchase Repurchase Price for all outstanding such Transactions (a "“Margin Deficit"”), then Buyer may by notice to a Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller the Sellers to transfer to Buyer or its designee cash or Eligible Mortgage Loans approved by the Buyer in its sole discretion (including Custodian“Additional Purchased Mortgage Loans”) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such so that the aggregate Asset Value of the Purchased Assets Mortgage Loans, including any such Additional Purchased Mortgage Loans or cash, will thereupon equal or exceed the aggregate Purchase Repurchase Price for all outstanding Transactions. If Buyer delivers a Margin Deficit Notice Call to a Seller on or prior to 10 a.m., 10:00 a.m. (New York City time, ) on any Business Day, then Seller the Sellers shall transfer such cash or Additional Purchased Mortgage Loans to Buyer no later than 5 5:00 p.m. (New York City time, ) on such that Business Day. In the event the Buyer delivers a Margin Deficit Notice Call to a Seller after 10 a.m., 10:00 a.m. (New York City time, ) on any Business Day, Seller the Sellers shall be required to transfer such cash or Additional Purchased Mortgage Loans no later than 5 p.m., 5:00 p.m. (New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (bc) Buyer's ’s election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists. (d) Any cash transferred to the Buyer pursuant to Section 4(b) above shall, at the relevant Seller’s election, either (i) be treated as if it constituted a transfer of Mortgage Loans (with a Market Value equal to the Dollar amount of such cash) pursuant to Section 4(b) above (including for purposes of the definition of “Additional Purchased Mortgage Loans”), or (ii) be credited to the Repurchase Price of the related Transaction. (e) Margin Calls may be made orally by telephone directly to one of the individuals set forth in the applicable Confirmation.

MARGIN AMOUNT MAINTENANCE. (a) The Administrative Agent shall determine the Asset Value of each Purchased Mortgage Loan at such intervals as determined by the Administrative Agent in its sole discretion. (b) If at any time the Margin Base Asset Value of any Purchased Mortgage Loans subject to a Transaction is less than the aggregate Purchase Price for all outstanding Transactions such Transaction, or any applicable Concentration Limit has been exceeded (a "“Margin Deficit"”), then Buyer the Administrative Agent may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer the Administrative Agent or its designee cash so that, as applicable, (including Custodiani) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such that the aggregate Asset Value of the Purchased Assets Mortgage Loans will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactionssuch Transaction, and (ii) no Concentration Limit will be exceeded. (c) Notice delivered pursuant to Section 4(b) may be given by any written or electronic means. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., Any notice given before [***] (New York City time) on a Business Day shall be met, on any Business Dayand the related Margin Call satisfied, then Seller shall transfer such cash to Buyer no later than 5 p.m. [***] (New York City time, ) on such Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller ; notice given after 10 a.m., [***] (New York City time, ) on any a Business Day, Seller Day shall be required to transfer such cash met, and the related Margin Call satisfied, no later than 5 p.m., [***] (New York City time) on the following Business Day (the foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). (d) The failure of the Administrative Agent, on any one or more occasions, to exercise its rights under this Section 4, shall not change or alter the subsequent Business Dayterms and conditions to which this Agreement is subject or limit the right of the Administrative Agent to do so at a later date. All Seller and the Buyers each agree that a failure or delay by the Administrative Agent to exercise its rights under this Section 4 shall not limit or waive the Administrative Agent’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) Any cash transferred to Buyer the Administrative Agent pursuant to this Section 4(a4(b) above shall be deposited in credited to the account set forth in Section 8(a) hereof and shall be deemed to reduce Repurchase Price of the aggregate Purchase Price with respect to all outstanding related Transactions. (b) Buyer's election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit exists.

MARGIN AMOUNT MAINTENANCE. (a) Buyer shall determine the Market Value of each Purchased Asset at such intervals as determined by Buyer in its sole discretion. (b) If at any time the Margin Base aggregate Asset Value of the Purchased Assets subject to Transactions is less than the aggregate Purchase Price for all outstanding Transactions the Purchased Assets (a "“Margin Deficit"”), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer or its designee (including Custodian) cash to be applied to reduce in the Purchase Price with respect to all outstanding Transactions such that the aggregate Asset Value amount of the Purchased Assets will thereupon equal Margin Deficit. (c) Notice delivered pursuant to Section 4(b) may be given by any written or exceed the aggregate Purchase Price for all outstanding Transactionselectronic means. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, on any Business Dayand the related Margin Call satisfied, then Seller shall transfer such cash to Buyer no later than 5 5:00 p.m. (New York City time, ) on such Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller ; notice given after 10 a.m., 10:00 a.m. (New York City time, ) on any a Business Day, Seller Day shall be required to transfer such cash met, and the related Margin Call satisfied, no later than 5 p.m., 5:00 p.m. (New York City time) on the following Business Day. (d) The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the subsequent Business Dayterms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. All Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) Any cash transferred to Buyer pursuant to this Section 4(a4(b) shall above be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect applied to all outstanding TransactionsObligations under this Agreement. (b) Buyer's election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit exists.

MARGIN AMOUNT MAINTENANCE. (a) The Buyer shall determine the Market Value of the Purchased Mortgage Loans on a weekly basis, or at such intervals as determined by the Buyer in its sole discretion. (b) If at any time the Margin Base aggregate Asset Value of all related Purchased Mortgage Loans subject to all Transactions is less than the aggregate Purchase Price for all outstanding such Transactions (a "“Margin Deficit"”), then Buyer may by notice to Seller Sellers (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller Sellers to transfer to Buyer or its designee cash or Eligible Mortgage Loans approved by the Buyer in its sole discretion (including Custodian“Additional Purchased Mortgage Loans”) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such so that the aggregate Asset Value of the Purchased Assets Mortgage Loans, including any such cash or Additional Purchased Mortgage Loans or cash, will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactions. If Buyer delivers a Margin Deficit Notice Call to Seller the Sellers on or prior to 10 a.m., 9:30 a.m. (New York City time, ) on any Business Day, then Seller the Sellers shall transfer such cash or Additional Purchased Mortgage Loans to Buyer no later than 5 p.m. (New York City time, on such Business Day) that day. In the event the Buyer delivers a Margin Deficit Notice Call to Seller a Sellers after 10 a.m., 9:30 a.m. (New York City time, ) on any Business Day, Seller the Sellers shall be required to transfer such cash or Additional Purchased Mortgage Loans no later than 5 p.m., p.m. (New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (bc) Buyer's ’s election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists. (d) Any cash (including Income paid as provided in Section 5 below) transferred to the Buyer pursuant to Section 4(b) above shall be credited to the Repurchase Price of the related Transactions.

MARGIN AMOUNT MAINTENANCE. (a) Buyer determines the Asset Value of the Purchased Assets at such intervals as determined by Buyer in its sole discretion. (b) If at any time the Margin Base aggregate Asset Value of all related Purchased Assets subject to all Transactions is less than the aggregate Purchase Price for all outstanding such Transactions (a "“Margin Deficit"”), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Call”), require Seller to pay such Margin Deficit Notice") require Seller or to transfer to Buyer or Additional Purchased Assets approved by Buyer in its designee (including Custodian) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such sole discretion so that the aggregate Asset Value of the Purchased Assets Assets, including any such Additional Purchased Assets, will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactions. If Buyer delivers a Margin Deficit Notice Call to Seller on or prior to 10 a.m., 10:00 a.m. (New York City time, ) on any Business Day, then Seller shall transfer such cash Additional Purchased Assets to Buyer no later than 5 p.m. 10:00 a.m. (New York City time, on such ) the succeeding Business Day. In the event Buyer delivers a Margin Deficit Notice Call to Seller after 10 a.m., 10:00 a.m. (New York City time, ) on any Business Day, Seller shall will be required to transfer such cash Additional Purchased Assets no later than 5 p.m., 10:00 a.m. (New York City time, ) on the subsequent second (2nd) succeeding Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (bc) Buyer's ’s election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit shall will not in any way limit or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists. (d) Any Additional Purchased Assets transferred to Buyer pursuant to Section 4(b) above will be processed by Buyer as a curtailment of the particular Purchased Asset(s) as identified by Buyer as having the lower Asset Value(s) causing the Margin Deficit, as determined by Buyer in its sole discretion.

MARGIN AMOUNT MAINTENANCE. (a) The Administrative Agent shall determine the Asset Value of each Purchased Mortgage Loan at such intervals as determined by the Administrative Agent in its sole, good faith discretion. (b) If at any time the Margin Base Asset Value of any Purchased Mortgage Loans subject to a Transaction is less than the aggregate Purchase Price for all outstanding Transactions such Transaction, or any applicable Concentration Limit has been exceeded (a "“Margin Deficit"”), then Buyer the Administrative Agent may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer the Administrative Agent or its designee cash so that, as applicable, (including Custodiani) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such that the aggregate Asset Value of the Purchased Assets Mortgage Loans will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactionssuch Transaction, and (ii) no Concentration Limit will be exceeded. (c) Notice delivered pursuant to Section 4(b) may be given by any written or electronic means. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, on any Business Dayand the related Margin Call satisfied, then Seller shall transfer such cash to Buyer no later than 5 5:00 p.m. (New York City time, ) on such Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller ; notice given after 10 a.m., 10:00 a.m. (New York City time, ) on any a Business Day, Seller Day shall be required to transfer such cash met, and the related Margin Call satisfied, no later than 5 p.m., 5:00 p.m. (New York City time) on the following Business Day (the foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). (d) The failure of the Administrative Agent, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the subsequent Business Dayterms and conditions to which this Agreement is subject or limit the right of the Administrative Agent to do so at a later date. All Seller and the Buyers each agree that a failure or delay by the Administrative Agent to exercise its rights hereunder shall not limit or waive the Administrative Agent’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) Any cash transferred to Buyer the Administrative Agent pursuant to this Section 4(a4(b) above shall be deposited in credited to the account set forth in Section 8(a) hereof and shall be deemed to reduce Repurchase Price of the aggregate Purchase Price with respect to all outstanding related Transactions. (b) Buyer's election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit exists.

MARGIN AMOUNT MAINTENANCE. (a) Buyer shall determine the Market Value of each Purchased Asset at such intervals as determined by Buyer in its sole good faith discretion. (b) If at any time the Margin Base is aggregate Asset Values of Purchased Assets then subject to Transactions are less than the aggregate Purchase Price Prices for all outstanding Transactions such Purchased Assets (a "“Margin Deficit"”), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer or its designee (including Custodian) cash to be applied to reduce in the Purchase Price with respect to all outstanding Transactions such that the aggregate Asset Value amount of the Purchased Assets will thereupon equal Margin Deficit. (c) Notice delivered pursuant to Section 4(b) may be given by any written or exceed the aggregate Purchase Price for all outstanding Transactionselectronic means. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, on any Business Dayand the related Margin Call satisfied, then Seller shall transfer such cash to Buyer no later than 5 5:00 p.m. (New York City time, ) on such Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller ; notice given after 10 a.m., 10:00 a.m. (New York City time, ) on any a Business Day, Seller Day shall be required to transfer such cash met, and the related Margin Call satisfied, no later than 5 p.m., 5:00 p.m. (New York City time) on the following Business Day. (d) The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the subsequent Business Dayterms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. All Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) Any cash transferred to Buyer pursuant to this Section 4(a4(b) above shall be deposited held as unsegregated cash margin and collateral for all Obligations under this Agreement. (f) In the event Buyer makes a Margin Call and upon the request of Seller, Buyer shall deliver (by written or electronic means) to Seller its determination of the Market Value of the related Purchased Asset in form and substance acceptable to Buyer in its sole good faith discretion; provided, however, that such delivery shall in no way effect Seller’s obligations to meet the account related Margin Call in accordance with the time frames set forth in Section 8(a4(c) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactionsherein. (b) Buyer's election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit exists.

MARGIN AMOUNT MAINTENANCE. (a) Buyer may determine the Asset Value of the Purchased Assets at such intervals as determined by Buyer in its sole discretion. (b) If at any time the Margin Base total aggregate Asset Value of all Purchased Assets subject to a Transaction is less than the applicable total aggregate Purchase Price for all outstanding Transactions such Purchased Assets (a "“Margin Deficit"”), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer or its designee (including Custodian) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such so that the total aggregate Asset Value of the all Purchased Assets will thereupon equal or exceed the total aggregate Purchase Price for all outstanding Transactionssuch Transaction. If Buyer delivers a Margin Deficit Notice Call to Seller on or prior to 10 a.m., 10:00 a.m. (New York City time, ) on any Business Day, then Seller shall transfer such cash to Buyer no later than 5 5:00 p.m. (New York City time, on such Business Day) that day. In the event Buyer delivers a Margin Deficit Notice Call to a Seller after 10 a.m., 10:00 a.m. (New York City time, ) on any Business Day, Seller shall will be required to transfer such cash no later than 5 p.m., 12:00 p.m. (New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (bc) Buyer's ’s election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit shall will not in any way limit or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists. (d) Any cash transferred to Buyer pursuant to Section 5(b) above will be held applied to reduce the outstanding Purchase Price.

MARGIN AMOUNT MAINTENANCE. (a) Buyer shall determine the Asset Value of each Purchased Mortgage Loan at such intervals as determined by Buyer in its sole discretion. (b) If at any time the Margin Base Asset Value of any Purchased Mortgage Loans subject to a Transaction is less than the aggregate Purchase Price for all outstanding Transactions such Transaction, or any applicable Concentration Limit has been exceeded (a "“Margin Deficit"”), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer or its designee cash so that, as applicable, (including Custodiani) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such that the aggregate Asset Value of the Purchased Assets Mortgage Loans will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactionssuch Transaction, and (ii) no Concentration Limit will be exceeded. (c) Notice delivered pursuant to Section 4(b) may be given by any written or electronic means. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., Any notice given before [***] (New York City time) on a Business Day shall be met, on any Business Dayand the related Margin Call satisfied, then Seller shall transfer such cash to Buyer no later than 5 p.m. [***]. (New York City time, ) on such Business Day; notice given after [***]. In the event Buyer delivers a Margin Deficit Notice to Seller after 10 a.m., (New York City time, ) on any a Business Day, Seller Day shall be required to transfer such cash met, and the related Margin Call satisfied, no later than 5 p.m., [***]. (New York City time) on the following Business Day (the foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). (d) The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the subsequent Business Dayterms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. All Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) Any cash transferred to Buyer pursuant to this Section 4(a4(b) above shall be deposited credited to the Repurchase Price of the related Transactions, or, at Buyer’s option, may be placed in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (b) Buyer's electionReserve Account until such time that Buyer determines, in its sole and absolute discretion, not to deliver a that the Margin Deficit Notice at any time there is a has been eliminated, and following elimination of the Margin Deficit Buyer shall not deposit the remaining portion of the cash transfer in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit existsexcess of the Minimum Reserve Amount, if any, into the Haircut Account.

MARGIN AMOUNT MAINTENANCE. (a) Buyer shall determine the Asset Value of each Purchased Mortgage Loan at such intervals as determined by Buyer in its sole good faith discretion. (b) If at any time the Margin Base Asset Value of any Purchased Mortgage Loans subject to a Transaction is less than the aggregate Purchase Price for all outstanding Transactions such Transaction (a "“Margin Deficit"”), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer or its designee (including Custodian) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such so that the aggregate Asset Value of the Purchased Assets Mortgage Loan will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactionssuch Transaction. (c) Notice delivered pursuant to Section 4(b) may be given by any written or electronic means. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, on any Business Dayand the related Margin Call satisfied, then Seller shall transfer such cash to Buyer no later than 5 5:00 p.m. (New York City time, ) on such Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller ; notice given after 10 a.m., 10:00 a.m. (New York City time, ) on any a Business Day, Seller Day shall be required to transfer such cash met, and the related Margin Call satisfied, no later than 5 p.m., 5:00 p.m. (New York City time) on the following Business Day (the foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). (d) The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the subsequent Business Dayterms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. All Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) Any cash transferred to Buyer pursuant to this Section 4(a4(b) above shall be deposited in credited to the account set forth in Section 8(a) hereof and shall be deemed to reduce Repurchase Price of the aggregate Purchase Price with respect to all outstanding related Transactions. (b) Buyer's election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit exists.

MARGIN AMOUNT MAINTENANCE. (a) The Buyer shall determine the Market Value of the Purchased Mortgage Loans on a weekly basis, or at such intervals as determined by the Buyer in its sole discretion. (b) If at any time the Margin Base aggregate Asset Value of all related Purchased Mortgage Loans subject to all Transactions is less than the aggregate Purchase Price for all outstanding such Transactions (a "“Margin Deficit"”), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer or its designee cash or Eligible Mortgage Loans approved by the Buyer in its sole discretion (including Custodian“Additional Purchased Mortgage Loans”) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such so that the aggregate Asset Value of the Purchased Assets Mortgage Loans, including any such cash or Additional Purchased Mortgage Loans or cash, will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactions. If Buyer delivers a Margin Deficit Notice Call to the Seller on or prior to 10 a.m., 9:30 a.m. (New York City time, ) on any Business Day, then the Seller shall transfer such cash or Additional Purchased Mortgage Loans to Buyer no later than 5 p.m. (New York City time, on such Business Day) that day. In the event the Buyer delivers a Margin Deficit Notice Call to a Seller after 10 a.m., 9:30 a.m. (New York City time, ) on any Business Day, the Seller shall be required to transfer such cash or Additional Purchased Mortgage Loans no later than 5 p.m., p.m. (New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (bc) Buyer's ’s election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists. (d) Any cash transferred to the Buyer pursuant to Section 4(b) above shall be credited to the Repurchase Price (other than that allocated to Price Differential) of the related Transactions such that the Price Differential shall be calculated on the basis of the Purchase Price as so decreased, commencing on the date of such cash payment.

MARGIN AMOUNT MAINTENANCE. (a) If at any time the Margin Base is less than the aggregate Purchase Price for all outstanding Transactions (a "Margin Deficit"), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "Margin Deficit Notice") require Seller to transfer to Buyer or its designee (including Custodian) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such so that the aggregate Asset Value of the Purchased Assets will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactions. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., New York City time, on any Business Day, then Seller shall transfer such cash to Buyer no later than 5 p.m. New York City time, on such Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller after 10 a.m., New York City time, on any Business Day, Seller shall be required to transfer such cash no later than 5 p.m., New York City time, on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (b) Buyer's election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit exists.

MARGIN AMOUNT MAINTENANCE. (a) If at any time the Margin Base is less than the aggregate Purchase Price for all outstanding Transactions (a "Margin Deficit"), then -------------- Buyer may by notice to Seller (as such notice is more particularly set forth below, a "Margin Deficit Notice") ), require Seller to transfer to --------------------- Buyer or its designee (including Custodian) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such or Eligible Assets ("Additional Purchased Assets") so that the aggregate Asset Value of --------------------------- the Purchased Assets Assets, including any such Additional Purchased Assets, will thereupon equal or exceed the aggregate Purchase Price Prices for all outstanding Transactionssuch Purchased Assets. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., 6 p.m. (New York City time, ) on any Business Day, then Seller shall transfer such cash Additional Purchased Assets to Buyer no later than 5 p.m. (New York City time, on such ) the following Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller after 10 a.m., 6 p.m. (New York City time, ) on any Business Day, then such Margin Deficit Notice shall be deemed to have been delivered on the following Business Day and Seller shall be required to transfer such cash Additional Purchased Assets no later than 5 p.m., p.m. (New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (b) Buyer's election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit exists.

MARGIN AMOUNT MAINTENANCE. (a) The Buyer shall determine the Asset Value of the Purchased Mortgage Loans on a weekly basis, or at such intervals as determined by the Buyer in its sole discretion. (b) If at any time the Margin Base aggregate Asset Value of all related Purchased Mortgage Loans subject to all Transactions is less than the aggregate Purchase Repurchase Price for all outstanding such Transactions (a "Margin Deficit"), then the Buyer may by notice to Seller the Sellers (as such notice is more particularly set forth below, a "Margin Deficit NoticeCall") ), require Seller the Sellers to transfer to the Buyer or its designee cash or Eligible Mortgage Loans approved by the Buyer in its sole discretion (including Custodian"Additional Purchased Mortgage Loans") cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such so that the aggregate Asset Value of the Purchased Assets Mortgage Loans, including any such cash or Additional Purchased Mortgage Loans or cash, will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactions. If the Buyer delivers a Margin Deficit Notice Call to Seller the Sellers on or prior to 10 a.m., 9:30 a.m. (New York City time, ) on any Business Day, then Seller the Sellers shall transfer such cash or Additional Purchased Mortgage Loans to the Buyer no later than 5 p.m. (New York City time, on such Business Day) that day. In the event the Buyer delivers a Margin Deficit Notice Call to Seller the Sellers after 10 a.m., 9:30 a.m. (New York City time, ) on any Business Day, Seller the Sellers shall be required to transfer such cash or Additional Purchased Mortgage Loans no later than 5 p.m., 5:00 p.m. (New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (bc) The Buyer's election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists. (d) Any cash transferred to the Buyer pursuant to Section 4(b) above shall be credited to the Repurchase Price of the related Transactions.

MARGIN AMOUNT MAINTENANCE. (a) If at any time the Margin Base is less than the aggregate Purchase Price for all outstanding Transactions (a "“Margin Deficit"”), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice"”) require Seller to transfer to Buyer or its designee (including Custodian) cash Cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such that the aggregate Asset Value of the Purchased Assets will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactions. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., New York City time, on any Business Day, then Seller shall transfer such cash to Buyer no later than 5 4 p.m. New York City time, on such Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller after 10 a.m., New York City time, on any Business Day, Seller shall be required to transfer such cash no later than 5 4 p.m., New York City time, on the subsequent Business Day. All cash Cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a9(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactionshereof. (b) Buyer's ’s election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit exists.

MARGIN AMOUNT MAINTENANCE. (a) If at any time the Margin Base is less than the aggregate Purchase Price for all outstanding Transactions (a "“Margin Deficit"”), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice"”) require Seller to transfer to Buyer or its designee (including Custodian) cash or Eligible Assets (“Additional Purchased Assets”) (provided that the Buyer may, in its sole discretion, require Seller to be applied to reduce the Purchase Price with respect to all outstanding Transactions such deliver cash rather than additional Eligible Assets), so that the aggregate Asset Value of the Purchased Assets Assets, including any such Additional Purchased Assets, will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactions. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., New York City time, on any Business Day, then Seller shall transfer such cash Additional Purchased Assets to Buyer no later than 5 p.m. New York City time, on such Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller after 10 a.m., New York City time, on any Business Day, Seller shall be required to transfer such cash Additional Purchased Assets no later than 5 p.m., New York City time, on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (b) Buyer's ’s election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit exists.

MARGIN AMOUNT MAINTENANCE. (a) Buyer shall determine the Market Value of each Purchased Asset at such intervals as determined by Buyer in its sole discretion. (b) If at any time the Margin Base is aggregate Asset Values of Purchased Assets then subject to Transactions are less than the aggregate Purchase Price Prices (taking into account the application of any Buydown Availability pursuant to Section 9(f) hereof) for all outstanding Transactions such Purchased Assets (a "“Margin Deficit"”), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer or its designee (including Custodian) cash to be applied to reduce in the Purchase Price with respect to all outstanding Transactions such that the aggregate Asset Value amount of the Purchased Assets will thereupon equal Margin Deficit. (c) Notice delivered pursuant to Section 4(b) may be given by any written or exceed the aggregate Purchase Price for all outstanding Transactionselectronic means. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, on any Business Dayand the related Margin Call satisfied, then Seller shall transfer such cash to Buyer no later than 5 5:00 p.m. (New York City time, ) on such Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller ; notice given after 10 a.m., 10:00 a.m. (New York City time, ) on any a Business Day, Seller Day shall be required to transfer such cash met, and the related Margin Call satisfied, no later than 5 p.m., 5:00 p.m. (New York City time) on the following Business Day. (d) The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the subsequent Business Dayterms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. All Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) Any cash transferred to Buyer pursuant to this Section 4(a4(b) above shall be deposited in the account set forth in Section 8(a) hereof held as unsegregated cash margin and shall be deemed to reduce the aggregate Purchase Price with respect to collateral for all outstanding TransactionsObligations under this Agreement. (b) Buyer's election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit exists.

MARGIN AMOUNT MAINTENANCE. (a) The Buyer shall determine the Asset Value of the Purchased Mortgage Loans on a weekly basis, or at such intervals as determined by the Buyer in its sole discretion. (b) If at any time the Margin Base aggregate Asset Value of all related Purchased Mortgage Loans subject to all Transactions is less than the aggregate Purchase Price for all outstanding such Transactions (a "“Margin Deficit"”), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer or its designee cash or Eligible Mortgage Loans approved by the Buyer in its sole discretion (including Custodian“Additional Purchased Mortgage Loans”) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such so that the aggregate Asset Value of the Purchased Assets Mortgage Loans, including any such cash or Additional Purchased Mortgage Loans or cash, will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactions. If Buyer delivers a Margin Deficit Notice Call to the Seller on or prior to 10 a.m., 9:30 a.m. (New York City time, ) on any Business Day, then the Seller shall transfer such cash or Additional Purchased Mortgage Loans to Buyer no later than 5 p.m. (New York City time, on such Business Day) that day. In the event the Buyer delivers a Margin Deficit Notice Call to a Seller after 10 a.m., New York City time, on any Business Day, Seller shall be required to transfer such cash no later than 5 p.m., New York City time, on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (b) Buyer's election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit exists.after

MARGIN AMOUNT MAINTENANCE. (a) Buyer shall determine the Market Value of any applicable Purchased Asset (i) on the applicable Purchase Date, (ii) at any time upon the occurrence and continuance of a Revaluation Event; (iii) at any time upon the occurrence and continuance of a Credit Event, (iv) or in accordance with exercising its remedies pursuant to Section 14 hereof or (v) at any time upon the occurrence and continuance of an Event of Default. For the avoidance of doubt, Buyer shall not determine or have the right to determine the Market Value at any time other than as set forth in the preceding sentence. (b) If at any time the Margin Base aggregate Asset Value of all Purchased Assets subject to Transactions is less than the aggregate Purchase Price for all outstanding Transactions such Purchased Assets (a "“Margin Deficit"”), then if such Margin Deficit is greater than the Permitted Amount, Buyer may by written notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer or its designee (including Custodian) designee, cash in the amount equal to the Margin Deficit, and Buyer shall apply such cash to be applied to reduce the outstanding Purchase Price with respect to all outstanding Transactions such that the aggregate Asset Value of the Purchased Assets will thereupon equal or exceed as directed by Seller, or, in the aggregate Purchase Price for all outstanding Transactionsabsence of such direction, on a weighted average, pro rata basis, with respect to the Purchased Assets that gave rise to the Margin Call. If Buyer delivers Seller shall also be entitled to correct a Margin Deficit Notice in whole or in part by a repurchase of one or more Purchased Assets pursuant to Section 3(e). (c) If at any time the Asset Value of any or all Purchased Assets subject to Transactions exceeds the aggregate outstanding Purchase Price (a “Margin Excess”), then Seller on or prior may, by delivery of written notice to 10 a.m., New York City time, Buyer on any Business Day, then Seller request Buyer by the related Margin Deadline to remit additional Purchase Price (such request a “Margin Excess Call” together with a Margin Deficit Call, a “Margin Call”) in an amount equal to the lesser of (x) such Margin Excess and (y) the amount requested by Seller. Buyer shall transfer not be obligated to remit Margin Excess if (A) it would cause the outstanding Purchase Price to exceed the Maximum Aggregate Purchase Price or otherwise be inconsistent with the requirements or conditions of this Agreement; (B) a Default or Event of Default has occurred and is continuing or would exist after such cash action by Buyer or (C) such action would cause a Margin Deficit. (d) Notice delivered pursuant to Buyer no later than 5 p.m. Section 4(b) hereof may be given by any written or electronic means. Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, on such Business Day. In and the event Buyer delivers a related Margin Deficit Notice to Seller after 10 a.m.Call satisfied, no later than 5:00 p.m. (New York City time, ) on any the Business Day, Seller shall be required to transfer Day following such cash no later than 5 p.m., notice; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the subsequent second (2nd) Business Day. All cash transferred Day following the date of such notice (the foregoing time requirements for satisfaction of a Margin Call are referred to Buyer pursuant to this Section 4(a) shall be deposited in as the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions“Margin Deadlines”). (be) The failure of Buyer's election, in on any one or more occasions, to exercise its sole and absolute discretionrights hereunder, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit existscreate additional rights for Seller.

MARGIN AMOUNT MAINTENANCE. (a) If at any time the Margin Base aggregate Asset Value of the related Purchased Assets subject to all Transactions is less than the aggregate Purchase Price for all outstanding such Transactions (a "Margin Deficit"), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "Margin Deficit Notice") ), require Seller to either (a) transfer to Buyer or its designee (including the Custodian) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such Eligible Assets ("Additional Purchased Assets"), so that the aggregate Asset Value of the Purchased Assets Assets, including any such Additional Purchased Assets, will thereupon equal or exceed the aggregate Asset Value, or (b) remit to Buyer a payment (the "Margin Deficit Payment") (to be applied against the Purchase Price) in such amount as may be necessary to reduce the outstanding Purchase Price for all outstanding Transactionssuch that it is less than or equal to the Asset Value. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., 5 p.m. (New York City time, ) on any Business Day, then Seller shall transfer such cash Additional Purchased Assets or remit the Margin Deficit Payment to Buyer no later than 5 p.m. (New York City time, on such ) the following Business Day. In the event the Buyer delivers a Margin Deficit Notice to Seller after 10 a.m., 5 p.m. (New York City time, ) on any Business Day, then such Margin Deficit Notice shall be deemed to have been delivered on the following Business Day and Seller shall be required to transfer such cash Additional Purchased Assets or remit the Margin Deficit Payment no later than 5 p.m., p.m. (New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (b) Buyer's election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit exists.

MARGIN AMOUNT MAINTENANCE. (a) The Buyer shall determine the Market Value of the Purchased Mortgage Loans on a weekly basis, or at such intervals as determined by the Buyer in its sole discretion. If at any time the Margin Base aggregate Asset Value of all related Purchased Mortgage Loans subject to all Transactions is less than the aggregate Purchase Repurchase Price for all outstanding such Transactions (a "Margin Deficit"), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "Margin Deficit NoticeCall") ), require Seller to transfer to Buyer or its designee cash or Eligible Mortgage Loans approved by the Buyer in its sole discretion (including Custodian"Additional Purchased Mortgage Loans") cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such so that the aggregate Asset Value of the Purchased Assets Mortgage Loans, including any such cash or Additional Purchased Mortgage Loans or cash, will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactions. If Buyer delivers a Margin Deficit Notice Call to the Seller on or prior to 10 a.m., 9:30 a.m. (New York City time, ) on any Business Day, then the Seller shall transfer such cash or Additional Purchased Mortgage Loans to Buyer no later than 5 p.m. (New York City time, on such Business Day) that day. In the event the Buyer delivers a Margin Deficit Notice Call to a Seller after 10 a.m., 9:30 a.m. (New York City time, ) on any Business Day, the Seller shall be required to transfer such cash or Additional Purchased Mortgage Loans no later than 5 p.m., p.m. (New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (b) Buyer's election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists. Any cash transferred to the Buyer pursuant to Section 4(b) above shall be credited to the Repurchase Price of the related Transactions. On any day on which the aggregate Asset Value of the Purchased Mortgage Loans exceeds the then outstanding aggregate Purchase Price of all Transactions (a "Margin Excess"), so long as no Default or Event of Default has occurred and is continuing, Buyer shall, upon receipt of written request from Seller remit an amount equal to such Margin Excess to Seller as additional Purchase Price with respect to the Transactions, provided that in no event shall the Purchase Price exceed the Purchase Price as calculated on the applicable Purchase Date. Any request received by the Buyer after 2:00 p.m. (eastern time) shall be remitted by the Buyer on the next Business Day. Buyer shall not be obligated to remit the additional Purchase Price requested pursuant to a request for Margin Excess which (i) Buyer reasonably determines is based on erroneous information or would result in a Transaction other than in accordance with the terms of this Agreement, or (ii) does not reflect Buyer's current determination of Market Value as provided in the definition thereof.

MARGIN AMOUNT MAINTENANCE. (a) The Buyer shall determine the Asset Value of the Purchased Mortgage Loans on a daily basis, or at such other intervals as determined by the Buyer in its sole discretion. (b) If at any time the Margin Base aggregate Asset Value of all related Purchased Mortgage Loans subject to all Transactions is less than the aggregate Purchase Repurchase Price for all outstanding such Transactions (a "“Margin Deficit"”), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer or its designee cash or Eligible Mortgage Loans approved by the Buyer in its sole discretion (including Custodian“Additional Purchased Mortgage Loans”) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such so that the aggregate Asset Value of the Purchased Assets Mortgage Loans, including any such Additional Purchased Mortgage Loans or cash, will thereupon equal or exceed the aggregate Purchase Repurchase Price for all outstanding Transactions. If Buyer delivers a Margin Deficit Notice Call to the Seller on or prior to 10 a.m., 9:30 a.m. (New York City time, ) on any Business Day, then the Seller shall transfer such cash or Additional Purchased Mortgage Loans to Buyer no later than 5 p.m. (New York City time, on such Business Day) that day. In the event the Buyer delivers a Margin Deficit Notice Call to a Seller after 10 a.m., 9:30 a.m. (New York City time, ) on any Business Day, the Seller shall be required to transfer such cash or Additional Purchased Mortgage Loans no later than 5 p.m., p.m. (New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (bc) Buyer's ’s election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists. (d) Any cash transferred to the Buyer pursuant to Section 4(a) above shall be credited to the Repurchase Price of the related Transactions.

MARGIN AMOUNT MAINTENANCE. (a) If at At any time the a Margin Base is less than the aggregate Purchase Price for all outstanding Transactions (a "Margin Deficit")Deficit in excess of [***] exists, then Buyer may may, by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer or its designee (including Custodian) designee, cash in an amount sufficient to be applied to reduce eliminate the Purchase Price with respect to all outstanding Transactions such that the aggregate Asset Value of the Purchased Assets will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactions. If Buyer delivers a Margin Deficit (a “Margin Payment”). (b) Notice delivered pursuant to Seller on Section 4(a) may be given by any written or prior to 10 a.m., electronic means. Any Margin Deficit notice given before [***] (New York City time) on a Business Day shall be met, on any Business Dayand the related Margin Payment received, then Seller shall transfer such cash to Buyer no later than 5 p.m. [***] (New York City time, ) on such Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller If notice is made after 10 a.m., [***] (New York City time, ) on any a Business Day, Seller the Margin Payment shall be required to transfer such cash no later than 5 p.m., received by Buyer at [***] (New York City time, ) on the subsequent following Business Day. All If a Margin Call exceeds the Maximum Cash Margin Call, or if a series of Margin Calls made within a [***] period exceed the Maximum Cash Margin Call, then Seller will pay to Buyer the Margin Payment in excess of the Maximum Cash Margin Call no later than the [***] following receipt of the notice of the Margin Call. (c) The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, including, without limitation, its failure to send a Cure/Sell Notice or Margin Call notice at any time a Purchased Asset is no longer an Eligible Mortgage Loan, or at any time there exists a Margin Deficit, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date, or in any way create additional rights for Seller. (d) Any cash transferred to Buyer pursuant to this Section 4(a) above shall be deposited in credited to the account set forth in Section 8(a) hereof and shall be deemed to reduce Repurchase Price of the aggregate Purchase Price with respect to all outstanding related Transactions. (b) Buyer's election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit exists.

MARGIN AMOUNT MAINTENANCE. (a) Buyer shall determine the Asset Value of each Purchased Mortgage Loan at such intervals as determined by Buyer in its sole discretion. (b) If at any time the Margin Base Asset Value of any Purchased Mortgage Loans subject to a Transaction is less than the aggregate Purchase Price for all outstanding Transactions such Transaction, or any applicable Concentration Limit has been exceeded (a "“Margin Deficit"”), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer or its designee cash so that, as applicable, (including Custodiani) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such that the aggregate Asset Value of the Purchased Assets Mortgage Loans will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactionssuch Transaction, and (ii) no Concentration Limit will be exceeded. (c) Notice delivered pursuant to Section 4(b) may be given by any written or electronic means. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., Any notice given before [***] (New York City time) on a Business Day shall be met, on any Business Dayand the related Margin Call satisfied, then Seller shall transfer such cash to Buyer no later than 5 p.m. [***] (New York City time, ) on such Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller ; notice given after 10 a.m., [***] (New York City time, ) on any a Business Day, Seller Day shall be required to transfer such cash met, and the related Margin Call satisfied, no later than 5 p.m., [***] (New York City time) on the following Business Day (the foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). (d) The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the subsequent Business Dayterms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. All Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) Any cash transferred to Buyer pursuant to this Section 4(a4(b) above shall be deposited in credited to the account set forth in Section 8(a) hereof and shall be deemed to reduce Repurchase Price of the aggregate Purchase Price with respect to all outstanding related Transactions. (b) Buyer's election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit exists.

MARGIN AMOUNT MAINTENANCE. (a) If at any time the Margin Base Asset Value of all Purchased Mortgage Loans which are subject to Transactions is less than the aggregate Purchase Price for all outstanding such Transactions (a "“Margin Deficit"”), then Buyer may by written notice to the related Seller (as such notice is more particularly set forth belownotice, a "“Margin Deficit Notice") Call”), require such Seller to transfer to Buyer or its designee (including Custodian) cash at least equal to be applied to reduce the Purchase Price with respect to all outstanding Transactions such that the aggregate Asset Value of the Purchased Assets will thereupon equal or exceed the aggregate Purchase Price for all outstanding TransactionsMargin Deficit. If Buyer delivers a Margin Deficit Notice Call to such Seller on or prior to 10 a.m., New York City 10:00 a.m. (eastern time, ) on any Business Day, then such Seller shall transfer such cash to Buyer no later than 5 p.m. New York City (eastern time, on such ) that same Business Day. In the event Buyer delivers a Margin Deficit Notice Call to such Seller after 10 a.m., New York City 10:00 a.m. (eastern time, ) on any Business Day, such Seller shall be required to transfer such cash (subject to Section 4(b) below) no later than 5 p.m., New York City p.m. (eastern time, ) on the subsequent Business Day. All Any cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in credited to the account set forth in Section 8(a) hereof and shall be deemed to reduce Repurchase Price of the aggregate Purchase Price with respect to all outstanding Transactionsrelated Transaction. (b) In the event that a Margin Deficit exists with respect to the Purchased Mortgage Loans, Buyer may retain any funds received by it to which such Seller would otherwise be entitled hereunder, which funds shall be held against the Margin Deficit and which may be applied by Buyer against any Purchased Mortgage Loans to the extent the Margin Deficit remains otherwise unsatisfied. (c) To the extent that no Event of Default shall have occurred and be continuing and in Buyer's ’s sole discretion, a Seller may satisfy a Margin Call by entering into a new Transaction pursuant to which Buyer may, and is hereby authorized to net from the proceeds to be remitted in connection therewith, the amount of any such Margin Deficit. (d) Buyer’s election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit in accordance with Section 4(a) or to retain funds in accordance with Section 4(b) shall not in any way limit or waive Buyer’s rights under this Repurchase Agreement or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists.

MARGIN AMOUNT MAINTENANCE. (a) Buyer shall determine the Asset Value of the Purchased Mortgage Loans and Underlying REO Property at such intervals as determined by Buyer in its sole discretion. (b) If at any time the Margin Base aggregate Asset Value of all related Purchased Mortgage Loans and Underlying REO Properties subject to all Transactions is less than the aggregate Purchase Price for all outstanding such Transactions (a "“Margin Deficit"”), then Buyer may by notice to Seller Sellers (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller Sellers to transfer to Buyer or its designee (including Custodian) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such so that the aggregate Asset Value of the Purchased Assets Mortgage Loans and Underlying REO Properties, including any such cash, will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactions. Any amount paid by Sellers to cure a Margin Deficit pursuant to this Section 4(b) shall be no less than $100,000. If Buyer delivers a Margin Deficit Notice Call to Seller Sellers on or prior to 10 a.m., 12:00 noon (New York City time, ) on any Business Day, then Seller Sellers shall transfer such cash to Buyer no later than 5 5:00 p.m. (New York City time, on such Business Day) that day. In the event Buyer delivers a Margin Deficit Notice Call to Seller Sellers after 10 a.m., 12:00 noon (New York City time, ) on any Business Day, Seller Sellers shall be required to transfer such cash no later than 5 p.m., 5:00 p.m. (New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (bc) Buyer's ’s election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists. (d) Any cash transferred to Buyer pursuant to Section 4(b) above shall be credited to the Repurchase Price of the related Transactions.

MARGIN AMOUNT MAINTENANCE. (a) Buyer shall determine the Asset Value of each Purchased Mortgage Loan at such intervals as determined by Buyer in its sole, good faith discretion. (b) If at any time the Margin Base is less than the aggregate Purchase Price for all outstanding Transactions [***] (a "“Margin Deficit"”), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer or its designee cash so that, as applicable, (including Custodiani) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such that the aggregate Asset Value of the Purchased Assets Mortgage Loans will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactionssuch Transaction, and (ii) no Concentration Limit will be exceeded. (c) Notice delivered pursuant to Section 4(b) may be given by any written or electronic means. If Buyer delivers Any notice given before [***]) on a Business Day shall be met, and the related Margin Call satisfied, no later than [***]; notice given [***] shall be met, and the related Margin Call satisfied, no later than [***] (the foregoing time requirements for satisfaction of a Margin Deficit Notice Call are referred to Seller on or prior to 10 a.m., New York City timeas the “Margin Deadlines”). (d) The failure of Buyer, on any Business Dayone or more occasions, then 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 Buyer to do so at a later date. Seller and ▇▇▇▇▇ each agree that a failure or delay by ▇▇▇▇▇ to -24- LEGAL02/41080625v5 LEGAL02/41080625v8 exercise its rights hereunder shall transfer such cash to Buyer no later than 5 p.m. New York City time, on such Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller after 10 a.m., New York City time, on not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any Business Day, Seller shall be required to transfer such cash no later than 5 p.m., New York City time, on the subsequent Business Day. All way create additional rights for Seller. (e) Any cash transferred to Buyer pursuant to this Section 4(a4(b) shall above may be deposited either credited to the Repurchase Price of the related Transactions, or, at Buyer’s option, may be placed in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (b) Buyer's electionReserve Account until such time that Buyer determines, in its sole good faith discretion and absolute discretionconsistent with market practice, not to deliver a that the Margin Deficit Notice at any time there is a has been eliminated, and following elimination of the Margin Deficit Buyer shall not deposit the remaining portion of the cash transfer in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit existsexcess of the Minimum Reserve Amount, if any, into the Haircut Account.

MARGIN AMOUNT MAINTENANCE. (a) The Buyer shall determine the Asset Value of the Purchased Mortgage Loans on a weekly basis, or at such other intervals as determined by the Buyer in its sole discretion. (b) If at any time the Margin Base aggregate Asset Value of all related Purchased Mortgage Loans subject to all Transactions is less than the aggregate Purchase Repurchase Price for all outstanding such Transactions (a "“Margin Deficit")”) and if such Margin Deficit is equal to or greater than $250,000, then Buyer may by notice to Seller Sellers (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller Sellers to transfer to Buyer or its designee cash or Eligible Mortgage Loans approved by the Buyer in its sole discretion (including Custodian“Additional Purchased Mortgage Loans”) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such so that the aggregate Asset Value of the Purchased Assets Mortgage Loans, including any such Additional Purchased Mortgage Loans or cash, will thereupon equal or exceed the aggregate Purchase Repurchase Price for all outstanding Transactions. If Buyer delivers a Margin Deficit Notice Call to Seller the Sellers on or prior to 10 a.m., 9:30 a.m. (New York City time, ) on any Business Day, then Seller the Sellers shall transfer such cash or Additional Purchased Mortgage Loans to Buyer no later than 5 p.m. (New York City time, on such Business Day) that day. In the event the Buyer delivers a Margin Deficit Notice Call to any Seller after 10 a.m., 9:30 a.m. (New York City time, ) on any Business Day, Seller the Sellers shall be required to transfer such cash or Additional Purchased Mortgage Loans no later than 5 p.m., p.m. (New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (bc) Buyer's ’s election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists. (d) Any cash transferred to the Buyer pursuant to Section 4(a) above shall be credited to the Repurchase Price of the related Transactions.

MARGIN AMOUNT MAINTENANCE. (a) If at At any time a Margin Deficit in excess of the Minimum Margin Base is less than the aggregate Purchase Price for all outstanding Transactions (a "Margin Deficit")Threshold exists, then Buyer may may, by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer or its designee designee, cash or, in Buyer’s sole discretion, additional Eligible Mortgage Loans (including Custodianthe “Additional Purchased Assets”) cash in an amount (or Asset Value, in the case of Additional Purchased Assets) sufficient to be applied to reduce eliminate the Purchase Price with respect to all outstanding Transactions such that the aggregate Asset Value of the Purchased Assets will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactions. If Buyer delivers a Margin Deficit (a “Margin Payment”). (b) Notice delivered pursuant to Seller on Section 4(a) may be given by any written or prior to 10 a.m., electronic means. Any Margin Deficit notice given before [***] (New York City time) on a Business Day shall be met, on any Business Dayand the related Margin Payment received, then Seller shall transfer such cash to Buyer no later than 5 5:00 p.m. (New York City time, ) on such the following Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller If notice is made after 10 a.m., [***] (New York City time, ) on any a Business Day, Seller the Margin Payment shall be required to transfer such cash no later than 5 p.m., received by Buyer at [***] (New York City time) on the second Business Day. (c) The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, including, without limitation, its failure to send a Margin Call notice at any time a Purchased Asset is no longer an Eligible Mortgage Loan, or at any time there exists a Margin Deficit, shall not change or alter the subsequent Business Day. All terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date, or in any way create additional rights for Seller. (d) Any cash transferred to Buyer pursuant to this Section 4(a) above shall be deposited in credited to the account set forth in Section 8(a) hereof and shall be deemed to reduce Repurchase Price of the aggregate Purchase Price with respect to all outstanding related Transactions. (b) Buyer's election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit exists.

MARGIN AMOUNT MAINTENANCE. (a) If at any time the Margin Base aggregate Asset Value of all related Purchased Mortgage Loans subject to all Transactions is less than the aggregate Purchase Price for all outstanding such Transactions (a "“Margin Deficit"”), then Buyer may by notice to Seller the Sellers (as such notice is more particularly set forth below, a "Margin Deficit Notice") “▇▇▇▇-to-Market”), require Seller the Sellers to transfer to Buyer or its designee cash or Eligible Mortgage Loans approved by the Buyer in its sole discretion (including Custodian“Additional Purchased Mortgage Loans”) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such so that the aggregate Asset Value of the Purchased Assets Mortgage Loans, including any such Additional Purchased Mortgage Loans or cash, will thereupon equal or exceed the aggregate Purchase Repurchase Price for all outstanding Transactions. If Buyer delivers a Margin Deficit Notice ▇▇▇▇-to-Market to Seller Sellers on or prior to 10 a.m., New York City 9:30 a.m. (Central time, ) on any Business Day, then Seller the Sellers shall transfer such cash or Additional Purchased Mortgage Loans to Buyer no later than 5 4:00 p.m. New York City (Central time, on such Business Day) that day. In the event the Buyer delivers a Margin Deficit Notice ▇▇▇▇-to-Market to Seller Sellers after 10 a.m., New York City 9:30 a.m. (Central time, ) on any Business Day, Seller the Sellers shall be required to transfer such cash or Additional Purchased Mortgage Loans no later than 5 p.m., New York City 4:00 p.m. (Central time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (b) Buyer's ’s election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice ▇▇▇▇-to-Market at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver make a Margin Deficit Notice ▇▇▇▇-to-Market at any time a Margin Deficit exists. (c) Any cash transferred to the Buyer pursuant to Section 4(a) above shall be credited to the Repurchase Price of the related Transactions. (d) On any day on which the aggregate Asset Value of the Purchased Mortgage Loans subject to Transactions exceeds the then outstanding aggregate Purchase Price of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Buyer shall, upon receipt of written request from Seller, remit cash or release Purchased Mortgage Loans as requested by the Seller, in either case, in amount equal to the lesser of (i) the amount requested by the Seller and (ii) such Margin Excess to Seller. To the extent that the Buyer remits cash to the Seller, such cash shall be additional Purchase Price with respect to the Transactions. Any request received by the Buyer after 9:30 a.m. (Central time) shall be remitted by the Buyer on the next Business Day. (e) Buyer shall not be obligated to remit an amount or release Purchased Mortgage Loans requested pursuant to a request for Margin Excess which (i) Buyer determines is based on erroneous information or would result in a Transaction other than in accordance with the terms of this Repurchase Agreement or (ii) does not reflect the current determination of Asset Value as provided in the definition thereof. (f) Notwithstanding anything to the contrary herein, if a Margin Deficit occurs with respect to a Medium Purchase Price Mortgage Loan or a Low Purchase Price Mortgage Loan, which, if considered to be a High Purchase Price Mortgage Loan, would not cause a Margin Deficit to occur, then Sellers may transfer to Buyer cash in an amount at least equal to the Margin Deficit, provided that such cash is sufficient to ensure such Purchased Mortgage Loan is fully compliant as a Medium Purchase Price Mortgage Loans or a Low Purchase Price Mortgage Loan, as applicable.

MARGIN AMOUNT MAINTENANCE. (a) Buyer determines the Asset Value of the Purchased Assets at such intervals as determined by Buyer in its good faith discretion. (b) If at any time the Margin Base aggregate Asset Value of all related Purchased Assets subject to all Transactions is less than the aggregate Purchase Price for all outstanding such Transactions (a "“Margin Deficit"”), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer cash or Additional Purchased Assets approved by Buyer in its designee (including Custodian) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such good faith discretion so that the aggregate Asset Value of the Purchased Assets Assets, including any such cash or Additional Purchased Assets, will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactions. If Buyer delivers a Margin Deficit Notice Call to Seller on or prior to 10 a.m., 10:00 a.m. (New York City time, ) on any Business Day, then Seller shall transfer such cash or Additional Purchased Assets to Buyer no later than 5 5:00 p.m. (New York City time, on such Business Day) that day. In the event Buyer delivers a Margin Deficit Notice Call to a Seller after 10 a.m., 10:00 a.m. (New York City time, ) on any Business Day, Seller shall will be required to transfer such cash or Additional Purchased Assets no later than 5 p.m., p.m. (New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (bc) Buyer's ’s election, in its sole and absolute good faith discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit shall will not in any way limit or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists. (d) Any cash or Additional Purchased Assets transferred to Buyer pursuant to Section 4(b) above will be held as unsegregated cash margin and collateral for all Obligations.

MARGIN AMOUNT MAINTENANCE. (a) If at any time the Margin Base aggregate Collateral Value of the related Purchased Mortgage Loans subject to all Transactions is less than the aggregate Purchase Price for all outstanding such Transactions (a "Margin Deficit"), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "Margin Deficit Notice") require Seller to transfer to Buyer or its designee (including Custodianthe Trustee) Mortgage Loans or cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such ("Additional Purchased Loans"), so that the cash and aggregate Asset Collateral Value of the Purchased Assets Mortgage Loans, including any such Additional Purchased Loans, will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactions. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., New York City time, on any Business Day, then Seller shall transfer such cash to Buyer no later than 5 p.m. New York City time, on such Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller after 10 a.m., New York City time, on any Business Day, Seller shall be required to transfer such cash no later than 5 p.m., New York City time, on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding TransactionsAmount. (b) Buyer's election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice If at any time the aggregate Collateral Value of all Purchased Mortgage Loans subject to all Transactions exceeds the aggregate Purchase Price for all such Transactions (a "Margin Excess"), then Seller may by notice to Buyer require Buyer in such Transactions, to transfer or cause to be transferred to Seller or its designee Purchased Mortgage Loans or cash so that the cash and aggregate Collateral Value of the Purchased Mortgage Loans, after deduction of any such Mortgage Loans or cash so transferred, will thereupon not exceed the aggregate Margin Amount. (c) Seller may provide notice pursuant to subsection (b) hereof by preparing a Request for Release of Mortgage Loans in the form of Exhibit K to the Pooling and Servicing Agreement ("Notice of Release of Pledge"), specifying (1) the Purchased Mortgage Loans to be released and the requested release date, (2) the aggregate Collateral Value with respect to such Purchased Mortgage Loans, (3) the remaining aggregate Collateral Value after giving effect to the transfer of the Purchased Mortgage Loans, (4) the aggregate Purchase Price of the Transactions, and (5) a certification from the Seller that, upon release of the Purchased Mortgage Loans, there is will not be a Margin Deficit Deficit. (d) The Seller shall transmit the Notice of Release of Pledge by facsimile transmission to the Buyer. Upon confirming that the Notice of Release of Pledge correctly reflects the information set forth in Section 4(c) and that, after giving effect to the requested release the Collateral Value would be equal to or greater than the aggregate Purchase Price of the Transactions, the Buyer shall countersign the Notice of Release of Pledge and transmit the countersigned Notice of Release of Pledge to the Trustee. In the event that the Buyer's assessment of the Collateral Value would alter the information set forth in any Request for Release, the Buyer shall promptly notify the Seller in writing of such assessment. (e) Upon receipt of the countersigned Notice of Release of Pledge and upon approval of the Notice of Release of Pledge by the Buyer, the Trustee shall take the actions set forth in the Pooling and Servicing Agreement with respect to the Purchased Mortgage Loan to be released. (f) The Buyer shall not be obligated to countersign a Notice of Release of Pledge (i) which the Buyer reasonably determines is based on erroneous information or would result in any way limit a transfer of Purchased Mortgage Loans other than in accordance with the terms of this Repurchase Agreement, or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit exists(ii) which does not reflect the Buyer's current determination of Collateral Value.

MARGIN AMOUNT MAINTENANCE. (a) If at any time the Margin Base is less than the aggregate Purchase Price for all outstanding Transactions (a "Margin DeficitMARGIN DEFICIT"), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "Margin Deficit NoticeMARGIN DEFICIT NOTICE") ), require Seller to transfer to Buyer or its designee (including Custodian) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such or Eligible Assets ("ADDITIONAL PURCHASED ASSETS") so that the aggregate Asset Value of the Purchased Assets Assets, including any such Additional Purchased Assets, will thereupon equal or exceed the aggregate Purchase Price Prices for all outstanding Transactionssuch Purchased Assets. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., 6 p.m. (New York City time, ) on any Business Day, then Seller shall transfer such cash Additional Purchased Assets to Buyer no later than 5 p.m. (New York City time, on such ) the following Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller after 10 a.m., 6 p.m. (New York City time, ) on any Business Day, then such Margin Deficit Notice shall be deemed to have been delivered on the following Business Day and Seller shall be required to transfer such cash Additional Purchased Assets no later than 5 p.m., p.m. (New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (b) Buyer's election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit exists.

MARGIN AMOUNT MAINTENANCE. (a) The Buyer shall determine the Asset Value of the Purchased Mortgage Loans on a weekly basis, or at such intervals as determined by the Buyer in its sole good faith discretion. (b) If at any time the Margin Base aggregate Asset Value of all related Purchased Mortgage Loans subject to all Transactions is less than the aggregate Purchase Repurchase Price for all outstanding such Transactions (a "“Margin Deficit"”), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer or its designee cash or Eligible Mortgage Loans approved by the Buyer in its sole good faith discretion (including Custodian“Additional Purchased Mortgage Loans”) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such so that the aggregate Asset Value of the Purchased Assets Mortgage Loans, including any such cash or Additional Purchased Mortgage Loans or cash, will thereupon equal or exceed the aggregate Purchase Repurchase Price for all outstanding Transactions. If Buyer delivers a Margin Deficit Notice Call to the Seller on or prior to 10 a.m., 5 p.m. (New York City time, ) on any Business Day, then the Seller shall transfer such cash or Additional Purchased Mortgage Loans to Buyer no later than 5 p.m. (New York City time, on such Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller after 10 a.m., New York City time, on any Business Day, Seller shall be required to transfer such cash no later than 5 p.m., New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (bc) Buyer's ’s election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists. (d) Any cash transferred to the Buyer pursuant to Section 4(b) above shall be credited to the Repurchase Price of the related Transactions.

MARGIN AMOUNT MAINTENANCE. (a) If at any time the Margin aggregate Asset Values of all Purchased Mortgage Loans in the Asset Base is less than the aggregate Purchase Price for all outstanding such Transactions (a "“Margin Deficit"”), then Buyer the Administrative Agent may by notice to the Seller (as such notice is more particularly set forth below, a "Margin Deficit Notice") “▇▇▇▇-to-Market”), require the Seller to transfer to Buyer Administrative Agent for the benefit of Buyers or its designee (including Custodian) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such Additional Mortgage Loan Equivalents so that the aggregate Asset Value of the Purchased Assets Mortgage Loans, including any such Additional Mortgage Loan Equivalents, will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactions. If Buyer Administrative Agent delivers a Margin Deficit Notice ▇▇▇▇-to-Market to Seller Sellers on or prior to 10 a.m., New York City time, 10:00 a.m. (Central Time) on any Business Day, then the Seller shall transfer such cash Additional Mortgage Loan Equivalents to Buyer Administrative Agent for the benefit of Buyers no later than 5 2:00 p.m. New York City time, on such Business Day(Central Time) that day. In the event Buyer the Administrative Agent delivers a Margin Deficit Notice ▇▇▇▇-to-Market to Seller after 10 a.m., New York City time, 10:00 a.m. (Central Time) on any Business Day, Seller the Sellers shall be required to transfer such cash Additional Mortgage Loan Equivalents no later than 5 p.m., New York City time, 2:00 p.m. (Central Time) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (b) Buyer's Administrative Agent’s election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice ▇▇▇▇-to-Market at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver make a Margin Deficit Notice ▇▇▇▇-to-Market at any time a Margin Deficit exists. (c) Any Cash transferred to the Administrative Agent pursuant to Section 4(a) above shall be credited to the Repurchase Price of the related Transactions. (d) On any day, the aggregate Purchase Price of all Transactions outstanding under the Repurchase Agreement shall in no event exceed the Maximum Purchase Price. The Seller shall (a) if notice is given on or before 10:00 a.m. (Central time), by 2:00 p.m. on that same Business Day or (b) if notice is given after 10:00 a.m. (Central time), by 1:00 p.m. on the next Business Day, in each case, repurchase Purchased Mortgage Loans such that the aggregate Purchase Price for all such Transactions equals or is less than the Maximum Purchase Price. (e) On any day on which the aggregate Asset Values of all Purchased Mortgage Loans in the Asset Base exceeds the then outstanding aggregate Purchase Price (a

MARGIN AMOUNT MAINTENANCE. (a) The Buyer shall determine the Asset Value of the Purchased Mortgage Loans on a weekly basis, or at such intervals as determined by the Buyer in its sole good faith discretion. (b) If at any time the Margin Base aggregate Asset Value of all related Purchased Mortgage Loans subject to all Transactions is less than the aggregate Purchase Repurchase Price for all outstanding such Transactions (a "Margin Deficit"), then Buyer may by notice to Seller the Sellers (as such notice is more particularly set forth below, a "Margin Deficit NoticeCall") ), require Seller the Sellers to transfer to Buyer or its designee cash or Eligible Mortgage Loans approved by the Buyer in its sole good faith discretion (including Custodian"Additional Purchased Mortgage Loans") cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such so that the aggregate Asset Value of the Purchased Assets Mortgage Loans, including any such cash or Additional Purchased Mortgage Loans or cash, will thereupon equal or exceed the aggregate Purchase Repurchase Price for all outstanding Transactions. If Buyer delivers a Margin Deficit Notice Call to Seller the Sellers on or prior to 10 a.m., 5 p.m. (New York City time, ) on any Business Day, then Seller the Sellers shall transfer such cash or Additional Purchased Mortgage Loans to Buyer no later than 5 p.m. (New York City time, on such Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller after 10 a.m., New York City time, on any Business Day, Seller shall be required to transfer such cash no later than 5 p.m., New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (bc) Buyer's election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists. (d) Any cash transferred to the Buyer pursuant to Section 4(b) above shall be credited to the Repurchase Price of the related Transactions.

MARGIN AMOUNT MAINTENANCE. (a) The Buyer shall determine the Market Value of the Purchased Assets at such intervals as determined by the Buyer in its sole discretion. (b) If at any time the Margin Base a Market Value Trigger Event has occurred and is less than the aggregate Purchase Price for all outstanding Transactions continuing (a "Margin Deficit"), then Buyer may by written notice to Seller the Sellers (as such notice is more particularly set forth below, a "Margin Deficit NoticeCall") ), require Seller Sellers to transfer to Buyer or Buyer's designee cash, Cash Equivalents or Subject Securities approved by the Buyer in its designee sole discretion (including Custodian"Additional Assets") cash to be applied to reduce so that the Purchase Price with respect then outstanding will be less than or equal to all outstanding Transactions such that the 80% of aggregate Asset Market Value of the all Purchased Assets will thereupon equal or exceed the aggregate Purchase Price for all outstanding TransactionsAssets, including any such Additional Assets. If Buyer delivers a Margin Deficit Notice Call to Seller on or prior to 10 a.m., New York City time, the Sellers on any Business Day, then the Seller shall transfer such cash Additional Assets to Buyer no later than 5 p.m. New York City time, the time of delivery of such Margin Call on such the next Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller after 10 a.m., New York City time, on any Business Day, Seller shall be required to transfer such cash no later than 5 p.m., New York City time, on the subsequent Business Day. All Any cash transferred to the Buyer pursuant in response to this Section 4(a) a Margin Call shall be deposited in credited to the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactionson the date of payment. (bc) Buyer's election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists. (d) If, at any time prior to the occurrence of a CDO Trigger Event, the aggregate outstanding Purchase Price is less than 80% of the Market Value of the Purchased Assets (a "Margin Excess"), then the Sellers may by notice to the Buyer require Buyer, in Buyer's sole discretion, transfer to either Seller, as applicable, previously delivered Additional Assets pursuant to Section 4(b) above, provided that the aggregate outstanding Purchase Price, after deduction of any such Additional Assets so transferred, will thereupon not exceed 80% of Market Value of the Purchased Assets. For the avoidance of doubt, only Additional Assets delivered to Buyer to satisfy a Margin Call under Section 4(b) (such assets, "Margin Call Assets") may be released by Buyer to satisfy a Margin Excess, and if the Buyer has no Margin Call Assets, the Buyer shall have no obligation to take any action in respect of a Margin Excess hereunder.

MARGIN AMOUNT MAINTENANCE. (a) Buyer shall determine the Asset Value of the Purchased Mortgage Loans at such intervals as Buyer may choose; provided, however, that such intervals may not be more often than weekly. (b) If at any time seven (7) days or more after a Purchase Date, upon a calculation of the Margin Base Asset Value of the Purchased Mortgage Loans subject to all Transactions after taking into account any adjustment made in accordance with the definition of Market Value herein, the aggregate Asset Value of all such Purchased Mortgage Loans is less than 100% of the aggregate outstanding Purchase Price for all Purchased Mortgage Loans subject to then outstanding Transactions under this Agreement (a "“Margin Deficit"”), then Buyer may may, by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer or its designee cash or Eligible Mortgage Loans (including Custodianor other assets reasonably acceptable to Buyer in its sole discretion) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such (“Additional Purchased Mortgage Loans”) so that the aggregate Asset Value of the Purchased Assets Mortgage Loans, including any such cash or Additional Purchased Mortgage Loans, will thereupon equal or exceed 100% of the aggregate Purchase Price for all outstanding Transactions. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., New York City time, on any Business Day, then Seller shall transfer such cash to Buyer no later than 5 p.m. New York City time, on such Business Day. In the event Buyer delivers a Margin Deficit Notice Call to Seller after 10 a.m., New York City time, on any Business Day, Seller shall be required to transfer such cash or Additional Purchased Mortgage Loans no later than 5 p.m., p.m. (New York City time, ) on the subsequent following Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (bc) Buyer's ’s election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists. (d) Any cash transferred to Buyer pursuant to Section 4(b) above shall be credited against the Repurchase Price of the related Transactions.

MARGIN AMOUNT MAINTENANCE. ‌ (a) The Buyer shall determine the Market Value of the Purchased Mortgage Loans on a weekly basis, or at such intervals as determined by the Buyer in its sole discretion.‌ (b) If at any time the Margin Base aggregate Asset Value of all related Purchased Mortgage Loans subject to all Transactions is less than the aggregate Purchase Repurchase Price for all outstanding such Transactions (a "“Margin Deficit"”), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer or its designee cash or Eligible Mortgage Loans approved by the Buyer in its sole discretion (including Custodian“Additional Purchased Mortgage Loans”) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such so that the aggregate Asset Value of the Purchased Assets Mortgage Loans, including any such cash or Additional Purchased Mortgage Loans or cash, will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactions. If Buyer delivers a Margin Deficit Notice Call to the Seller on or prior to 10 a.m., 9:30 a.m. (New York City time, ) on any Business Day, then the Seller shall transfer such cash or Additional Purchased Mortgage Loans to Buyer no later than 5 p.m. (New York City time, on such Business Day) that day. In the event the Buyer delivers a Margin Deficit Notice Call to a Seller after 10 a.m., 9:30 a.m. (New York City time, ) on any Business Day, the Seller shall be required to transfer such cash or Additional Purchased Mortgage Loans no later than 5 p.m., p.m. (New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (bc) Buyer's ’s election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists. (d) Any cash transferred to the Buyer pursuant to Section 4(b) above shall be credited to the Repurchase Price of the related Transactions. (e) On any day on which the aggregate Asset Value of the Purchased Mortgage Loans exceeds the then outstanding aggregate Purchase Price of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing, Buyer shall, upon receipt of written request from Seller remit an amount equal to such Margin Excess to Seller as additional Purchase Price with respect to the Transactions, provided that in no event shall the Purchase Price exceed the Purchase Price as calculated on the applicable Purchase Date. Any request received by the Buyer after 2:00 p.m. (eastern time) shall be remitted by the Buyer on the next Business Day. (f) Buyer shall not be obligated to remit the additional Purchase Price requested pursuant to a request for Margin Excess which (i) Buyer reasonably determines is based on erroneous information or would result in a Transaction other than in accordance with the terms of this Agreement, or (ii) does not reflect Buyer’s current determination of Market Value as provided in the definition thereof.

MARGIN AMOUNT MAINTENANCE. (a) Buyer shall determine the Market Value of each Purchased Asset and Mezzanine Subsidiary Asset at such intervals as determined by Buyer in its sole discretion. (b) If at any time the Margin Base aggregate Asset Value of all Purchased Assets subject to Transactions is less than 98% of the aggregate Purchase Price for all outstanding Transactions such Purchased Assets (a "“Margin Deficit"”), then then, provided that such Margin Deficit in the aggregate is greater than the Margin Threshold, Buyer may by written notice to Seller Sellers (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller Sellers to transfer to Buyer or its designee (including Custodian) designee, cash in the amount at least equal to the Margin Deficit, and Buyer shall apply such cash to be applied to reduce the outstanding Purchase Price with respect to all outstanding Transactions such that the aggregate Asset Value of the Purchased Assets will thereupon equal (including the Mezzanine Subsidiary Assets) as directed by Sellers, or, in the absence of such direction, on a weighted average, pro rata basis, with respect to the Purchased Assets (including the Mezzanine Subsidiary Assets) that gave rise to the Margin Call. (c) Notice delivered pursuant to Section 4(b) may be given by any written or exceed the aggregate Purchase Price for all outstanding Transactionselectronic means. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, on any Business Dayand the related Margin Call satisfied, then Seller shall transfer such cash to Buyer no later than 5 p.m. 10:00 a.m. (New York City time, ) on such the following Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller ; notice given after 10 a.m., 10:00 a.m. (New York City time, ) on any a Business Day, Seller Day shall be required to transfer such cash met, and the related Margin Call satisfied, no later than 5 p.m., 5:00 p.m. (New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in Day following the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactionsdate of such notice. (bd) The failure of Buyer's election, in on any one or more occasions, to exercise its sole and absolute discretionrights hereunder, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit existscreate additional rights for Sellers.

MARGIN AMOUNT MAINTENANCE. (a) Buyer determines the Asset Value of the Purchased Assets at such intervals as determined by Buyer in its sole discretion. (b) If at any time the Margin Base aggregate Asset Value of all related Purchased Assets subject to all Transactions is less than the aggregate Aggregate Purchase Price for all outstanding such Transactions (a "“Margin Deficit"”), then Buyer may by notice to Seller Sellers (as such notice is more particularly set forth below, a "“Margin Call”), require Sellers to pay such Margin Deficit Notice") require Seller or to transfer to Buyer cash or Additional Purchased Assets approved by Buyer in its designee (including Custodian) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such sole commercially reasonable discretion so that the aggregate Asset Value of the Purchased Assets Assets, including any such cash or Additional Purchased Assets, will thereupon equal or exceed the aggregate Aggregate Purchase Price for all outstanding Transactions. If Buyer delivers a Margin Deficit Notice Call to Seller Sellers on or prior to 10 a.m., 10:00 a.m. (New York City time, ) on any Business Day, then Seller Sellers shall transfer such cash or Additional Purchased Assets to Buyer no later than 5 5:00 p.m. (New York City time, on such Business Day) that day. In the event Buyer delivers a Margin Deficit Notice Call to Seller Sellers after 10 a.m., 10:00 a.m. (New York City time, ) on any Business Day, Seller shall Sellers will be required to transfer such cash or Additional Purchased Assets no later than 5 p.m., 5:00 p.m. (New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (bc) Buyer's ’s election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit shall will not in any way limit or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists. (d) Any cash or Additional Purchased Assets transferred to Buyer pursuant to Section 4(b) above will be held as unsegregated cash margin and collateral for all Obligations. (e) Notwithstanding anything to the contrary in this Section 4, the Sellers may challenge the Asset Value of a Purchased Asset determined by the Buyer by delivery of up to three (3) third party quotations for Buyer’s consideration, at least two of which shall be from nationally recognized banks or broker dealers that routinely transact in the asset type of the Purchased Asset, for such Purchased Asset within three (3) Business Days of the Buyer’s determination of the Market Value of a Purchased Asset; provided, that no such dispute by a Seller or consideration by the Buyer shall delay the Seller’s obligation to timely cure any Margin Deficiency as provided in Section 4 herein. In addition, the Buyer may decide to disregard any additional third party quotations and determine the Asset Value in its sole and unreviewable discretion.

MARGIN AMOUNT MAINTENANCE. (a) Buyer shall determine the Asset Value of each Purchased Mortgage Loan at such intervals as determined by Buyer in its sole discretion. (b) If at any time the Margin Base Asset Value of any Purchased Mortgage Loans subject to a Transaction is less than the aggregate Purchase Price for all outstanding Transactions such Transaction, or any applicable Concentration Limit has been exceeded (a "“Margin Deficit"”), then Buyer may by notice to Seller Sellers (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller Sellers to transfer to Buyer or its designee cash so that, as applicable, (including Custodiani) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such that the aggregate Asset Value of the Purchased Assets Mortgage Loans will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactionssuch Transaction, and (ii) no Concentration Limit will be exceeded. (c) Notice delivered pursuant to Section 4(b) may be given by any written or electronic means. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, on any Business Dayand the related Margin Call satisfied, then Seller shall transfer such cash to Buyer no later than 5 5:00 p.m. (New York City time, ) on such the next Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller ; notice given after 10 a.m., 10:00 a.m. (New York City time, ) on any a Business Day, Seller Day shall be required to transfer such cash met, and the related Margin Call satisfied, no later than 5 p.m., 5:00 p.m. (New York City time) on the second Business Day (the foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). (d) The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the subsequent Business Dayterms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. All Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellers. (e) Any cash transferred to Buyer pursuant to this Section 4(a4(b) above shall be deposited in credited to the account set forth in Section 8(a) hereof and shall be deemed to reduce Repurchase Price of the aggregate Purchase Price with respect to all outstanding related Transactions. (b) Buyer's election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit exists.

MARGIN AMOUNT MAINTENANCE. (a) Buyer may determine the Asset Value of the Purchased Assets at such intervals as determined by Buyer in its good faith discretion. (b) If at any time the Margin Base total aggregate Asset Value of all Purchased Assets subject to a Transaction is less than the applicable total aggregate Purchase Price for all outstanding Transactions such Purchased Assets (a "“Margin Deficit"”), then Buyer may by notice to Seller Sellers (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller Sellers to transfer to Buyer or its designee (including Custodian) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such so that the total aggregate Asset Value of the all Purchased Assets will thereupon equal or exceed the total aggregate Purchase Price for all outstanding Transactionssuch Transaction. If Buyer delivers a Margin Deficit Notice Call to Seller Sellers on or prior to 10 a.m., 10:00 a.m. (New York City time, ) on any Business Day, then Seller Sellers shall transfer such cash to Buyer no later than 5 5:00 p.m. (New York City time, on such Business Day) that day. In the event Buyer delivers a Margin Deficit Notice Call to Seller Sellers after 10 a.m., 10:00 a.m. (New York City time, ) on any Business Day, Seller shall Sellers will be required to transfer such cash no later than 5 p.m., 12:00 p.m. (New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (bc) Buyer's ’s election, in its sole good faith and absolute discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit shall will not in any way limit or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists. (d) Any cash transferred to Buyer pursuant to Section 5(b) above will be held applied to reduce the outstanding Purchase Price.

MARGIN AMOUNT MAINTENANCE. (a) The Buyer shall determine the Asset Value of the Purchased Mortgage Loans on a weekly basis, or at such intervals as determined by the Buyer in its sole good faith discretion. (b) If at any time the Margin Base aggregate Asset Value of all related Purchased Mortgage Loans subject to all Transactions is less than the aggregate Purchase Repurchase Price for all outstanding such Transactions (a "“Margin Deficit"”), then Buyer may by notice to Seller the Sellers (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller the Sellers to transfer to Buyer or its designee cash or Eligible Mortgage Loans approved by the Buyer in its sole good faith discretion (including Custodian“Additional Purchased Mortgage Loans”) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such so that the aggregate Asset Value of the Purchased Assets Mortgage Loans, including any such cash or Additional Purchased Mortgage Loans or cash, will thereupon equal or exceed the aggregate Purchase Repurchase Price for all outstanding Transactions. If Buyer delivers a Margin Deficit Notice Call to Seller the Sellers on or prior to 10 a.m., 5 p.m. (New York City time, ) on any Business Day, then Seller the Sellers shall transfer such cash or Additional Purchased Mortgage Loans to Buyer no later than 5 p.m. (New York City time, on such Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller after 10 a.m., New York City time, on any Business Day, Seller shall be required to transfer such cash no later than 5 p.m., New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (bc) Buyer's ’s election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists. (d) Any cash transferred to the Buyer pursuant to Section 4(b) above shall be credited to the Repurchase Price of the related Transactions.

MARGIN AMOUNT MAINTENANCE. (a) Buyer determines the Asset Value of the Purchased Assets at such intervals as determined by Buyer in its sole discretion. (b) If at any time the Margin Base aggregate Asset Value of all related Purchased Assets subject to all Transactions is less than the aggregate Purchase Price for all outstanding such Transactions (a "“Margin Deficit"”), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer satisfy such Margin Deficit by transferring to Buyer cash or Additional Purchased Assets approved by Buyer in its designee (including Custodian) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such sole discretion so that the aggregate Asset Value of the Purchased Assets Assets, including any such cash or Additional Purchased Assets, will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactions. If Buyer ▇▇▇▇▇ delivers a Margin Deficit Notice Call to Seller on or prior to 10 a.m., 10:00 a.m. (New York City time, ) on any Business Day, then Seller shall transfer such cash or Additional Purchased Assets to Buyer no later than 5 5:00 p.m. (New York City time, on such Business Day) that day. In the event Buyer ▇▇▇▇▇ delivers a Margin Deficit Notice Call to Seller after 10 a.m., 10:00 a.m. (New York City time, ) on any Business Day, Seller shall will be required to transfer such cash or Additional Purchased Assets no later than 5 p.m., 5:00 p.m. (New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (bc) Buyer's ’s election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit shall will not in any way limit or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists. (d) Any cash or Additional Purchased Assets transferred to Buyer pursuant to Section 4(b) above will be held as unsegregated cash margin and collateral for all Obligations.

MARGIN AMOUNT MAINTENANCE. (a) Buyer determines the Asset Value of the Purchased Assets at such intervals as determined by Buyer in its good faith discretion. (b) If at any time the Margin Base aggregate Asset Value of all related Purchased Assets subject to all Transactions is less than the aggregate Purchase Price for all outstanding such Transactions (a "“Margin Deficit"”), then Buyer may by notice to Seller Sellers (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller Sellers to transfer to Buyer cash or Additional Purchased Assets approved by Buyer in its designee (including Custodian) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such good faith discretion so that the aggregate Asset Value of the Purchased Assets Assets, including any such cash or Additional Purchased Assets, will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactions. If Buyer delivers a Margin Deficit Notice Call to Seller Sellers on or prior to 10 a.m., 10:00 a.m. (New York City time, ) on any Business Day, then Seller Sellers shall transfer such cash or Additional Purchased Assets to Buyer no later than 5 5:00 p.m. (New York City time, on such Business Day) that day. In the event Buyer delivers a Margin Deficit Notice Call to Seller Sellers after 10 a.m., 10:00 a.m. (New York City time, ) on any Business Day, Seller shall Sellers will be required to transfer such cash or Additional Purchased Assets no later than 5 p.m., p.m. (New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (bc) Buyer's ’s election, in its sole and absolute good faith discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit shall will not in any way limit or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists. (d) Any cash or Additional Purchased Assets transferred to Buyer pursuant to Section 4(b) above will be held as unsegregated cash margin and collateral for all Obligations.

MARGIN AMOUNT MAINTENANCE. (a) Buyer shall determine the Market Value of each Purchased Mortgage Loan at such intervals as determined by Buyer in its sole discretion. (b) If at any time the Margin Base aggregate Asset Value of all Purchased Mortgage Loans subject to Transactions plus any cash held as segregated cash in the margin account is less than the aggregate Purchase Price for all outstanding Transactions such Purchased Mortgage Loans (a "“Margin Deficit"”), then then, provided, that such Margin Deficit is greater than the Margin Threshold, Buyer may by notice to Seller Sellers (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller Sellers to transfer to Buyer or its designee (including Custodian) cash to be applied to reduce in the Purchase Price with respect to all outstanding Transactions such that the aggregate Asset Value amount of the Purchased Assets will thereupon equal Margin Deficit. (c) Notice delivered pursuant to Section 4(b) may be given by any written or exceed the aggregate Purchase Price for all outstanding Transactionselectronic means. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, on any Business Dayand the related Margin Call satisfied, then Seller shall transfer such cash to Buyer no later than 5 5:00 p.m. (New York City time, ) on the second (2nd) Business Day following such Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller notice; notice given after 10 a.m., 10:00 a.m. (New York City time, ) on any a Business Day, Seller Day shall be required to transfer such cash met, and the related Margin Call satisfied, no later than 5 p.m., 5:00 p.m. (New York City time) on the third (3rd) Business Day following such notice. (d) The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the subsequent Business Dayterms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. All Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for either Seller. (e) Any cash transferred to Buyer pursuant to this Section 4(a4(b) above shall be deposited held in the margin account set forth as segregated cash margin and collateral for all Obligations under this Agreement. Any such cash in Section 8(a) hereof and the margin account shall be deemed used by Buyer in order to reduce calculate the aggregate Price Differential due to Buyer hereunder (i.e., as a reduction of the Purchase Price with respect for purposes of such calculation). Buyer shall return any such cash to all outstanding Transactions. (b) Buyer's election, Sellers within three Business Days of a written request therefore to the extent such return would not result in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit existsDeficit.

MARGIN AMOUNT MAINTENANCE. (a) Buyer shall determine the Market Value of each Purchased Asset at such intervals as determined by Buyer in its sole discretion. (b) If at any time the Margin Base Asset Value of any Purchased Asset subject to a Transaction is less than the aggregate Purchase Price for all outstanding Transactions such Purchased Asset (a "“Margin Deficit"”), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer or its designee (including Custodian) cash to be applied to reduce in the Purchase Price with respect to all outstanding Transactions such that the aggregate Asset Value amount of the Purchased Assets will thereupon equal Margin Deficit. (c) Notice delivered pursuant to Section 4(b) may be given by any written or exceed the aggregate Purchase Price for all outstanding Transactionselectronic means. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, on any Business Dayand the related Margin Call satisfied, then Seller shall transfer such cash to Buyer no later than 5 5:00 p.m. (New York City time, ) on such Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller ; notice given after 10 a.m., 10:00 a.m. (New York City time, ) on any a Business Day, Seller Day shall be required to transfer such cash met, and the related Margin Call satisfied, no later than 5 p.m., 5:00 p.m. (New York City time) on the following Business Day. (d) The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the subsequent Business Dayterms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. All Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) Any cash transferred to Buyer pursuant to this Section 4(a4(b) above shall be deposited in the account set forth in Section 8(a) hereof held as unsegregated cash margin and shall be deemed to reduce the aggregate Purchase Price with respect to collateral for all outstanding TransactionsObligations under this Agreement. (b) Buyer's election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit exists.

MARGIN AMOUNT MAINTENANCE. (a) Buyer shall determine the Asset Value of each Purchased Mortgage Loan at such intervals as determined by Buyer in its sole good faith discretion. (b) If at any time the Margin Base Asset Value of any Purchased Mortgage Loans subject to a Transaction is less than the aggregate Purchase Price for all outstanding Transactions such Transaction (a "“Margin Deficit"”), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer or its designee (including Custodian) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such so that the aggregate Asset Value of the Purchased Assets Mortgage Loan will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactionssuch Transaction. (c) Notice delivered pursuant to Section 4(b) may be given by any written or electronic means. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, on any Business Dayand the related Margin Call satisfied, then Seller shall transfer such cash to Buyer no later than 5 5:00 p.m. (New York City time, ) on such Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller ; notice given after 10 a.m., 10:00 a.m. (New York City time, ) on any a Business Day, Seller Day shall be required to transfer such cash met, and the related Margin Call satisfied, no later than 5 p.m., 5:00 p.m. (New York City time) on the following Business Day (the foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). (d) The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the subsequent Business Dayterms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. All Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. ‑5‑ (e) Any cash transferred to Buyer pursuant to this Section 4(a4(b) above shall be deposited in credited to the account set forth in Section 8(a) hereof and shall be deemed to reduce Repurchase Price of the aggregate Purchase Price with respect to all outstanding related Transactions. (b) Buyer's election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit exists.

MARGIN AMOUNT MAINTENANCE. (a) Buyer shall determine the Asset Value of the Purchased Mortgage Loans at such intervals as determined by Buyer in its sole discretion. (b) If at any time the Margin Base aggregate Asset Value of all related Purchased Mortgage Loans subject to all Transactions is less than the aggregate Purchase Price for all outstanding such Transactions (a "Margin Deficit"), then Buyer may by notice to Seller Sellers (as such notice is more particularly set forth below, a "Margin Deficit NoticeCall") ), require Seller Sellers to transfer to Buyer or its designee cash or Eligible Mortgage Loans approved by Buyer in its sole discretion (including Custodian"Additional Purchased Mortgage Loans") cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such so that the aggregate Asset Value of the Purchased Assets Mortgage Loans, including any such cash or Additional Purchased Mortgage Loans, will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactions. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., New York City time, on any Business Day, then Seller shall transfer such cash to Buyer no later than 5 p.m. New York City time, on such Business Day. In the event Buyer delivers a Margin Deficit Notice Call to Seller after 10 a.m., New York City time, Sellers on any Business Day, Seller Sellers shall be required to transfer such cash or Additional Purchased Mortgage Loans no later than 5 p.m., p.m. (New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (bc) Buyer's election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists. (d) Any cash transferred to Buyer pursuant to Section 4(b) above shall be credited against the Repurchase Price of the related Transactions.

MARGIN AMOUNT MAINTENANCE. (a) The Buyer shall determine the Asset Value of the Purchased Assets at such intervals as determined by the Buyer in its sole discretion. (b) If at any time the Margin Base aggregate Asset Value of all related Purchased Assets subject to all Transactions is less than the aggregate Purchase Price for all outstanding such Transactions (a "Margin Deficit"), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "Margin Deficit NoticeCall") ), require Seller to transfer to Buyer or its designee cash or Eligible Assets approved by the Buyer in its sole discretion (including Custodian"Additional Purchased Assets") cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such so that the aggregate Asset Value of the Purchased Assets Assets, including any such cash or Additional Purchased Assets, will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactions. If Buyer delivers a Margin Deficit Notice Call to the Seller on or prior to 10 a.m., 9:30 a.m. (New York City time, ) on any Business Day, then the Seller shall transfer such cash or Additional Purchased Assets to Buyer no later than 5 p.m. 9:30 a.m. (New York City time, ) on such the subsequent Business Day. In the event the Buyer delivers a Margin Deficit Notice Call to a Seller after 10 a.m., 9:30 a.m. (New York City time, ) on any Business Day, the Seller shall be required to transfer such cash or Additional Purchased Assets no later than 5 p.m., p.m. (New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (bc) Buyer's election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists. (d) Any cash transferred to the Buyer pursuant to Section 4(b) above shall be credited to the Repurchase Price of the related Transactions.

MARGIN AMOUNT MAINTENANCE. (a) If at any time the Margin Base aggregate Asset Value of all related Purchased Mortgage Loans subject to all Transactions is less than the aggregate Purchase Price for all outstanding such Transactions (a "“Margin Deficit"”), then Buyer the Administrative Agent may by notice to Seller the Sellers (as such notice is more particularly set forth below, a "Margin Deficit Notice") “▇▇▇▇-to-Market”), require Seller the Sellers to transfer to Buyer Administrative Agent for the benefit of Buyers or its designee cash or Eligible Mortgage Loans approved by the Administrative Agent in its sole discretion (including Custodian“Additional Purchased Mortgage Loans”) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such so that the aggregate Asset Value of the Purchased Assets Mortgage Loans, including any such Additional Purchased Mortgage Loans or cash, will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactions. If Buyer Administrative Agent delivers a Margin Deficit Notice ▇▇▇▇-to-Market to Seller Sellers on or prior to 10 a.m., New York City 10:00 a.m. (Central time, ) on any Business Day, then Seller the Sellers shall transfer such cash or Additional Purchased Mortgage Loans to Buyer Administrative Agent for the benefit of Buyers no later than 5 1:00 p.m. New York City (Central time, on such Business Day) that day. In the event Buyer the Administrative Agent delivers a Margin Deficit Notice ▇▇▇▇-to-Market to Seller Sellers after 10 a.m., New York City 10:00 a.m. (Central time, ) on any Business Day, Seller the Sellers shall be required to transfer such cash or Additional Purchased Mortgage Loans no later than 5 p.m., New York City 1:00 p.m. (Central time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (b) Buyer's Administrative Agent’s election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice ▇▇▇▇-to-Market at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver make a Margin Deficit Notice ▇▇▇▇-to-Market at any time a Margin Deficit exists. (c) Any cash transferred to the Administrative Agent pursuant to Section 4(a) above shall be credited to the Repurchase Price of the related Transactions. (d) On any day, the outstanding Purchase Price for all Transactions under the Repurchase Agreement shall in no event exceed the Maximum Purchase Price minus outstanding Loans under the Loan Agreement. The Sellers shall (a) if notice is given on before 10:00 a.m. (Central time), by 1:00 p.m. on that same Business Day or (b) if notice is given after 10:00 a.m. (Central time) by 11:00 a.m. on the next Business Day, in each case, repurchase Purchased Mortgage Loans such that the Purchase Price equals or is less than the Maximum Purchase Price minus the aggregate outstanding Loans under the Loan Agreement. (e) On any day on which the aggregate Asset Value of the Purchased Mortgage Loans subject to Transactions exceeds the then outstanding aggregate Purchase Price of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of written request from Sellers, remit cash or release Purchased Mortgage Loans as requested by the Sellers, in either case, in amount equal to the lesser of (i) the amount requested by the Sellers and (ii) such Margin Excess to Seller. To the extent that the Administrative Agent remits cash to the Sellers, such cash shall be additional Purchase Price with respect to the Transactions, subject in all respects to each Buyer’s Available Commitment Amount (as defined under the Administration Agreement). Any request received by the Administrative Agent on or prior to 10:00 a.m. (Central time) on any Business Day shall be remitted by the Buyer no later than 1:00 USActive 5531664.18 -35-

MARGIN AMOUNT MAINTENANCE. (a) Administrative Agent shall determine the Asset Value of the Underlying Assets at such intervals as determined by Administrative Agent in its sole good faith discretion (which may be performed on a daily basis, at Administrative Agent’s good faith discretion and in accordance with the Administrative Agent’s Methodology). (e) If at on any time Business Day a Margin Deficit exists with respect to any Transaction Pool in an amount that is equal to or greater than the Margin Base is less than the aggregate Purchase Price for all outstanding Transactions (a "Margin Deficit")Threshold, then Buyer Administrative Agent may by written notice (including without limitation by electronic delivery) to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer Administrative Agent for the benefit of Buyers or its designee (including Custodian) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such that the aggregate Asset Value of the Purchased Assets will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactionsapplicable Margin Deficit Cure Amount. If Buyer Administrative Agent delivers a Margin Deficit Notice Call to Seller on or prior to 10 a.m., New York City time, [***] LEGAL02/44639412v17 on any Business Day, then Seller shall transfer such cash to Buyer Administrative Agent no later than 5 p.m. New York City time, on such Business Day5[***]. In the event Buyer Administrative Agent delivers a Margin Deficit Notice Call to Seller after 10 a.m., New York City time, [***] on any Business Day, Seller shall be required to transfer such cash no later than 5 p.m., New York City time, on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions[***]. (bf) Buyer's Administrative Agent’s election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists. (g) Upon Seller transferring any cash to Administrative Agent pursuant to Section 4(b) above, the Purchase Price of the related Underlying Assets shall be immediately reduced by the amount of such payment. (h) If at any time the Asset Value of Underlying Assets subject to Transactions in any Transaction Pool is greater than the aggregate Purchase Price for such Transaction Pool plus accrued and unpaid Price Differential (a “Margin Excess”), then Seller may, by prior written notice to Administrative Agent (a “Margin Excess Notice”), request that Administrative Agent remit such Margin Excess and such Margin Excess shall be added to Purchase Price outstanding. If Seller delivers an Excess Margin Notice to Administrative Agent on or prior [***] on any Business Day, then Administrative Agent shall transfer such Margin Excess to Seller no later than [***]. In the event Seller delivers an Excess Margin Notice to Administrative Agent after [***] on any Business Day, Administrative Agent shall be required to transfer such Margin Excess no later than [***]. Administrative Agent shall not be obligated to remit Margin Excess to the extent (A) it would cause the outstanding Purchase Price for such Transaction Pool to exceed the Maximum Pool Purchase Price; (B) a Default has occurred and is continuing or would exist after such action by Administrative Agent; or (C) a Margin Deficit would exist after such action.

MARGIN AMOUNT MAINTENANCE. (a) Buyer shall determine the Asset Value of the Underlying Mortgage Loans at such intervals as determined by Buyer in its sole good faith discretion (which may be performed on a daily basis, at the Buyer’s discretion). (b) If at any time the Margin Base Aggregate Asset Value of all related Underlying Mortgage Loans subject to all Transactions is less than the aggregate outstanding Purchase Price for all outstanding such Transactions (a "“Margin Deficit")”) by an amount that is equal to or greater than the Margin Threshold, then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer or its designee (including Custodian) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such so that the aggregate Aggregate Asset Value of the Purchased Assets Underlying Mortgage Loans, including any such cash, will thereupon equal or exceed the aggregate outstanding Purchase Price for all outstanding Transactions. If Buyer delivers a Margin Deficit Notice Call to Seller on or prior to 10 a.m., 9:30 a.m. (New York City time, ) on any Business Day, then Seller shall transfer such cash to Buyer no later than 5 5:00 p.m. (New York City time, on such Business Day) that day. In the event Buyer delivers a Margin Deficit Notice Call to a Seller after 10 a.m., 9:30 a.m. (New York City time, ) on any Business Day, Seller shall be required to transfer such cash no later than 5 p.m., 5:00 p.m. (New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (bc) Buyer's ’s election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists. (d) Any cash transferred to Buyer pursuant to Section 4(b) above shall be credited to the Repurchase Price of the related Transactions.

MARGIN AMOUNT MAINTENANCE. (a) If at any time the Margin Base is less than the aggregate Purchase Price for all outstanding Transactions (a "“Margin Deficit"”), then the Buyer may by notice to the Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice"”) require the Seller to transfer to the Buyer or its designee (including the Custodian) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such that the aggregate Asset Value of the Purchased Assets Margin Base will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactions. If the Buyer delivers a Margin Deficit Notice to the Seller on or prior to 10 a.m., 6 p.m. (New York City time, ) on any Business Day, then the Seller shall transfer such cash to the Buyer no later than 5 p.m. (New York City time, on such ) the following Business Day. In the event the Buyer delivers a Margin Deficit Notice to the Seller after 10 a.m., 6 p.m. (New York City time, ) on any Business Day, then such Margin Deficit Notice shall be deemed to have been delivered on the following Business Day and the Seller shall be required to transfer such cash no later than 5 p.m., p.m. (New York City time, ) on the subsequent Business Day. All cash transferred to the Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactionshereof. (b) the Buyer's ’s election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit exists.

MARGIN AMOUNT MAINTENANCE. (a) The Buyer shall determine the Asset Value of the Purchased Mortgage Loans at such intervals as determined by the Buyer in its sole discretion. (b) If at any time the Margin Base aggregate Asset Value of all related Purchased Mortgage Loans subject to all Transactions is less than the aggregate Purchase Repurchase Price for all outstanding such Transactions (a "“Margin Deficit"”), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer or its designee cash or Eligible Mortgage Loans approved by the Buyer in its sole discretion (including Custodian“Additional Purchased Mortgage Loans”) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such so that the aggregate Asset Value of the Purchased Assets Mortgage Loans, including any such cash or Additional Purchased Mortgage Loans, will thereupon equal or exceed the aggregate Purchase Repurchase Price for all outstanding Transactions. If Buyer delivers a Margin Deficit Notice Call to the Seller on or prior to 10 a.m., 9:30 a.m. (New York City time, ) on any Business Day, then the Seller shall transfer such cash or Additional Purchased Mortgage Loans to Buyer no later than 5 p.m. (New York City time, on such Business Day) that day. In the event the Buyer delivers a Margin Deficit Notice Call to a Seller after 10 a.m., 9:30 a.m. (New York City time, ) on any Business Day, the Seller shall be required to transfer such cash or Additional Purchased Mortgage Loans no later than 5 p.m., p.m. (New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (bc) Buyer's ’s election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists. (d) Any cash transferred to the Buyer pursuant to Section 4(b) above shall be credited to the Repurchase Price of the related Transactions.

MARGIN AMOUNT MAINTENANCE. (a) Buyer shall determine the Market Value of each Purchased Mortgage Loan at such intervals as determined by Buyer in its sole discretion. (b) If at any time the Margin Base aggregate Asset Value of all Purchased Mortgage Loans subject to Transactions plus any cash held as segregated cash in the margin account is less than the aggregate Purchase Price for all outstanding Transactions such Purchased Mortgage Loans (a "“Margin Deficit"”), then then, provided, that such Margin Deficit is greater than the Margin Threshold, Buyer may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer or its designee (including Custodian) cash to be applied to reduce in the Purchase Price with respect to all outstanding Transactions such that the aggregate Asset Value amount of the Purchased Assets will thereupon equal Margin Deficit. (c) Notice delivered pursuant to Section 4(b) may be given by any written or exceed the aggregate Purchase Price for all outstanding Transactionselectronic means. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, on any Business Dayand the related Margin Call satisfied, then Seller shall transfer such cash to Buyer no later than 5 5:00 p.m. (New York City time, ) on the second (2nd) Business Day following such Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller notice; notice given after 10 a.m., 10:00 a.m. (New York City time, ) on any a Business Day, Seller Day shall be required to transfer such cash met, and the related Margin Call satisfied, no later than 5 p.m., 5:00 p.m. (New York City time) on the third (3rd) Business Day following such notice. (d) The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the subsequent Business Dayterms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. All Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for either Seller. (e) Any cash transferred to Buyer pursuant to this Section 4(a4(b) above shall be deposited held in the margin account set forth as segregated cash margin and collateral for all Obligations under this Agreement. Any such cash in Section 8(a) hereof and the margin account shall be deemed used by Buyer in order to reduce calculate the aggregate Price Differential due to Buyer hereunder (i.e., as a reduction of the Purchase Price with respect for purposes of such calculation). Buyer shall return any such cash to all outstanding Transactions. (b) Buyer's election, Seller within three Business Days of a written request therefore to the extent such return would not result in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit existsDeficit.

MARGIN AMOUNT MAINTENANCE. (a) The Buyer shall determine the Asset Value of the Purchased Assets on a weekly basis, or at such intervals as determined by the Buyer in its sole discretion. (b) If at any time the Margin Base aggregate Asset Value of all related Purchased Assets subject to all Transactions is less than the aggregate Purchase Price for all outstanding such Transactions (a "“Margin Deficit"”), then the Buyer may by notice to Seller the Sellers (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller the Sellers to transfer to the Buyer or its designee cash or Eligible Assets approved by the Buyer in its sole discretion (including Custodian“Additional Purchased Assets”) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such so that the aggregate Asset Value of the Purchased Assets, including any such cash or Additional Purchased Assets or cash, will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactions. If the Buyer delivers a Margin Deficit Notice Call to Seller the Sellers on or prior to 10 a.m., 9:30 a.m. (New York City time, ) on any Business Day, then Seller the Sellers shall transfer such cash or Additional Purchased Assets to the Buyer no later than 5 p.m. (New York City time, on such Business Day) that day. In the event the Buyer delivers a Margin Deficit Notice Call to Seller the Sellers after 10 a.m., 9:30 a.m. (New York City time, ) on any Business Day, Seller the Sellers shall be required to transfer such cash or Additional Purchased Assets no later than 5 p.m., 5:00 p.m. (New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (bc) The Buyer's ’s election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists. (d) Any cash transferred to the Buyer pursuant to Section 4(b) above shall be credited to the Repurchase Price of the related Transactions. (e) Notwithstanding anything to the contrary herein, if a Margin Deficit occurs with respect to a Low Purchase Price Mortgage Loan, which, if considered to be a High Purchase Price Mortgage Loan, would not cause a Margin Deficit to occur, then Sellers may transfer to Buyer cash in an amount at least equal to the Margin Deficit, provided that such cash is sufficient to ensure such Purchased Asset is fully compliant as a Low Purchase Price Mortgage Loan.

MARGIN AMOUNT MAINTENANCE. (a) Buyer shall determine the Asset Value of each Purchased Mortgage Loan at such intervals as determined by Buyer in its sole discretion. (b) If at any time the Margin Base Asset Value of any Purchased Mortgage Loans subject to a Transaction is less than the aggregate Purchase Price for all outstanding Transactions such Transaction, or any applicable Concentration Limit has been exceeded (a "“Margin Deficit"”), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer or its designee cash so that, as applicable, (including Custodiani) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such that the aggregate Asset Value of the Purchased Assets Mortgage Loans will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactionssuch Transaction, and (ii) no Concentration Limit will be exceeded. (c) Notice delivered pursuant to Section 4(b) may be given by any written or electronic means. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, on any Business Dayand the related Margin Call satisfied, then Seller shall transfer such cash to Buyer no later than 5 5:00 p.m. (New York City time, ) on such Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller ; notice given after 10 a.m., 10:00 a.m. (New York City time, ) on any a Business Day, Seller Day shall be required to transfer such cash met, and the related Margin Call satisfied, no later than 5 p.m., 5:00 p.m. (New York City time) on the following Business Day (the foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). (d) The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the subsequent Business Dayterms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. All Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) Any cash transferred to Buyer pursuant to this Section 4(a4(b) above shall be deposited in credited to the account set forth in Section 8(a) hereof and shall be deemed to reduce Repurchase Price of the aggregate Purchase Price with respect to all outstanding Related Transactions. (b) Buyer's election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit exists.

MARGIN AMOUNT MAINTENANCE. (a) The Buyer shall determine the Market Value of the Purchased MH Loans on a weekly basis, or at such intervals as determined by the Buyer in its sole discretion. (b) If at any time the Margin Base aggregate Asset Value of all related Purchased MH Loans subject to all Transactions is less than the aggregate Purchase Repurchase Price for all outstanding such Transactions (a "Margin Deficit"), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "Margin Deficit NoticeCall") ), require Seller to transfer to Buyer or its designee cash or Eligible MH Loans approved by the Buyer in its sole discretion (including Custodian"Additional Purchased MH Loans") cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such so that the aggregate Asset Value of the Purchased Assets MH Loans, including any such cash or Additional Purchased MH Loans, will thereupon equal or exceed the aggregate Purchase Repurchase Price for all outstanding Transactions. If Buyer delivers a Margin Deficit Notice Call to the Seller on or prior to 10 a.m., 5:00 p.m. (New York City time, ) on any Business Day, then the Seller shall transfer such cash or Additional Purchased MH Loans to Buyer no later than 5 p.m. (New York City time, ) on such the next Business Day. In the event the Buyer delivers a Margin Deficit Notice Call to Seller after 10 a.m., 5:00 p.m. (New York City time, ) on any Business Day, the Seller shall be required to transfer such cash or Additional Purchased MH Loans no later than 5 p.m., 5:00 p.m. (New York City time, ) on the subsequent second succeeding Business DayDay (the foregoing time requirements for satisfaction of a Margin Call are referred to as the "Margin Deadlines"). All cash transferred Notwithstanding the foregoing, in the event that the applicable Margin Deficit is greater than Five Million Dollars ($5,000,000) (such Margin Deficit, a "Significant Deficit"), the Margin Deadline set forth above shall apply with respect to Buyer pursuant to this Section 4(aFive Million Dollars ($5,000,000) and the balance of the Margin Deficit (i.e., the amount thereof in excess of Five Million Dollars ($5,000,000)) shall be deposited satisfied by no later than 5:00 pm (New York City time) on the third Business Day following the date of the Margin Call; provided that no Event of Default has occurred and is continuing and provided further that the Seller shall demonstrate to Buyer's satisfaction that Seller has (A) an unsecured line of credit of at least $100,000,000 and (B) no event or circumstance has occurred thereunder which would, by the terms of the applicable agreement, prohibit Seller from borrowing or drawing money thereunder. The Seller agrees that should Seller incur secured Indebtedness pursuant to an agreement which by its terms provides for a margin deficit or other borrowing or collateral deficiency in the account excess of Five Million Dollars ($5,000,0000) to be satisfied within a shorter time period than set forth in Section 8(a) hereof and the preceding sentence (such period, a "More Favorable Period"), the terms of this Repurchase Agreement shall be deemed automatically amended to reduce provide that any Significant Deficit must be satisfied within the aggregate Purchase Price with respect More Favorable Period contained in such agreement. The Seller further agrees to all outstanding Transactionsexecute and deliver an amendment to this Repurchase Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. (bc) Buyer's election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists. (d) Any cash transferred to the Buyer pursuant to Section 4(b) above shall be credited to the Repurchase Price of the related Transactions.

MARGIN AMOUNT MAINTENANCE. (a) Buyer shall determine the Market Value of each Purchased Asset at such intervals as determined by Buyer in its sole discretion. (b) If at any time the Margin Base Asset Value of any Purchased Asset subject to a Transaction is less than the aggregate Purchase Price for all outstanding Transactions such Purchased Asset (a "“Margin Deficit"”), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer or its designee (including Custodian) cash to be applied to reduce in the Purchase Price with respect to all outstanding Transactions such that the aggregate Asset Value amount of the Purchased Assets will thereupon equal Margin Deficit. (c) Notice delivered pursuant to Section 4(b) may be given by any written or exceed the aggregate Purchase Price for all outstanding Transactionselectronic means. If Buyer delivers a Margin Deficit Notice to Seller Any notice given on or prior to 10 a.m., before 10:00 a.m. (New York City time) on a Business Day shall be met, on any Business Dayand the related Margin Call satisfied, then Seller shall transfer such cash to Buyer no later than 5 5:00 p.m. (New York City time, ) on such Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller ; notice given after 10 a.m., 10:00 a.m. (New York City time, ) on any a Business Day, Seller Day shall be required to transfer such cash met, and the related Margin Call satisfied, no later than 5 p.m., 5:00 p.m. (New York City time) on the following Business Day. (d) The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the subsequent Business Dayterms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. All Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) Any cash transferred to Buyer pursuant to this Section 4(a4(b) above shall be deposited in the account set forth in Section 8(a) hereof held as unsegregated cash margin and shall be deemed to reduce the aggregate Purchase Price with respect to collateral for all outstanding TransactionsObligations under this Agreement. (b) Buyer's election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit exists.

MARGIN AMOUNT MAINTENANCE. (a) Buyer shall determine the Asset Value of the Transaction Mortgage Loans at such intervals as determined by Buyer in its sole good faith discretion. (b) If at any time the Margin Base aggregate Asset Value of all related Transaction Mortgage Loans subject to all Transactions is less than the aggregate Purchase Price for all outstanding such Transactions (a "“Margin Deficit"”), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller to transfer to Buyer or its designee (including Custodian) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such so that the aggregate Asset Value of the Purchased Assets Transaction Mortgage Loans, including any such cash, will thereupon equal or exceed the aggregate Purchase Price for all outstanding TransactionsTransactions (such transfer, a “Margin Deficit Payment”); provided that Buyer shall only make a Margin Call if a Margin Deficit in excess $100,000 exists. If Buyer delivers a Margin Deficit Notice Call to Seller on or prior to 10 a.m., 10:00 a.m. (New York City time, ) on any Business Day, then Seller shall transfer such cash to Buyer no later than 5 5:00 p.m. (New York City time, on such Business Day) that day. In the event Buyer delivers a Margin Deficit Notice Call to Seller after 10 a.m., 10:00 a.m. (New York City time, ) on any Business Day, Seller shall be required to transfer such cash no later than 5 p.m., 1:00 p.m. (New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (bc) Buyer's ’s election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists. (d) Any cash transferred to Buyer pursuant to Section 4(b) above shall be credited to the Repurchase Price of the related Transactions.

MARGIN AMOUNT MAINTENANCE. (a) The Buyer shall determine the Asset Value of the Purchased Mortgage Loans at such intervals as determined by the Buyer in its sole discretion. (b) If at any time the Margin Base aggregate Asset Value of all related Purchased Mortgage Loans subject to all Transactions is at least $100,000 less than the aggregate Purchase Price for all outstanding such Transactions (a "“Margin Deficit"”), then Buyer may by notice to Seller Sellers (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller Sellers to transfer to Buyer or its designee cash or Eligible Mortgage Loans approved by the Buyer in its sole discretion (including Custodian“Additional Purchased Mortgage Loans”) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such so that the aggregate Asset Value of the Purchased Assets Mortgage Loans, including any such cash or Additional Purchased Mortgage Loans, will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactions. If Buyer delivers a Margin Deficit Notice Call to the Seller on or prior to 10 a.m., 9:30 a.m. (New York City time, ) on any Business Day, then Seller the Sellers shall transfer such cash or Additional Purchased Mortgage Loans to Buyer no later than 5 p.m. (New York City time, on such Business Day) that day. In the event the Buyer delivers a Margin Deficit Notice Call to a Seller after 10 a.m., 9:30 a.m. (New York City time, ) on any Business Day, Seller the Sellers shall be required to transfer such cash or Additional Purchased Mortgage Loans no later than 5 p.m., p.m. (New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (bc) Buyer's ’s election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists. (d) Any cash transferred to the Buyer pursuant to Section 4(b) above shall be credited to the Repurchase Price of the related Transactions.

MARGIN AMOUNT MAINTENANCE. (ai) Buyer shall determine the Market Value of each Purchased Mortgage Loan at such intervals as determined by Buyer in its sole discretion. LEGAL02/43731153v4 (ii) If at any time the Margin Base aggregate Asset Value of all Purchased Mortgage Loans subject to Transactions plus any cash held as segregated cash in the margin account is less than the aggregate Purchase Price for all outstanding Transactions such Purchased Mortgage Loans (a "“Margin Deficit"”), then then, provided, that such Margin Deficit is greater than the Margin Threshold, Buyer may by notice to Seller Sellers (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller Sellers to transfer to Buyer or its designee (including Custodian) cash to be applied to reduce in the Purchase Price with respect to all outstanding Transactions such that the aggregate Asset Value amount of the Purchased Assets will thereupon equal Margin Deficit. (iii) Notice delivered pursuant to Section 4(b) may be given by any written or exceed the aggregate Purchase Price for all outstanding Transactionselectronic means. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, on any Business Dayand the related Margin Call satisfied, then Seller shall transfer such cash to Buyer no later than 5 5:00 p.m. (New York City time, ) on the second (2nd) Business Day following such Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller notice; notice given after 10 a.m., 10:00 a.m. (New York City time, ) on any a Business Day, Seller Day shall be required to transfer such cash met, and the related Margin Call satisfied, no later than 5 p.m., 5:00 p.m. (New York City time) on the third (3rd) Business Day following such notice. (iv) The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the subsequent Business Dayterms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. All Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for either Seller. (v) Any cash transferred to Buyer pursuant to this Section 4(a4(b) above shall be deposited held in the margin account set forth as segregated cash margin and collateral for all Obligations under this Agreement. Any such cash in Section 8(a) hereof and the margin account shall be deemed used by Buyer in order to reduce calculate the aggregate Price Differential due to Buyer hereunder (i.e., as a reduction of the Purchase Price with respect for purposes of such calculation). Buyer shall return any such cash to all outstanding Transactions. (b) Buyer's election, Sellers within three Business Days of a written request therefore to the extent such return would not result in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit existsDeficit.

MARGIN AMOUNT MAINTENANCE. (a) Buyer shall determine the Market Value of each Purchased Mortgage Loan at such intervals as determined by Buyer in its sole discretion. (b) If at any time the Margin Base aggregate Asset Value of all Purchased Mortgage Loans subject to Transactions plus any cash held as segregated cash in the margin account is less than the aggregate Purchase Price for all outstanding Transactions such Purchased Mortgage Loans (a "“Margin Deficit"”), then then, provided, that such Margin Deficit is greater than the Margin Threshold, Buyer may by notice to Seller Sellers (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller Sellers to transfer to Buyer or its designee (including Custodian) cash to be applied to reduce in the Purchase Price with respect to all outstanding Transactions such that the aggregate Asset Value amount of the Purchased Assets will thereupon equal Margin Deficit. (c) Notice delivered pursuant to Section 4(b) may be given by any written or exceed the aggregate Purchase Price for all outstanding Transactionselectronic means. If Buyer delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, on any Business Dayand the related Margin Call satisfied, then Seller shall transfer such cash to Buyer no later than 5 5:00 p.m. (New York City time, ) on the second (2nd) Business Day following such Business Day. In the event Buyer delivers a Margin Deficit Notice to Seller notice; notice given after 10 a.m., 10:00 a.m. (New York City time, ) on any a Business Day, Seller Day shall be required to transfer such cash met, and the related Margin Call satisfied, no later than 5 p.m., 5:00 p.m. (New York City time) on the third (3rd) Business Day following such notice. (d) The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the subsequent Business Dayterms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. All Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for either Seller. (e) Any cash transferred to Buyer pursuant to this Section 4(a4(b) above shall be deposited held in the margin account set forth in Section 8(a) hereof as segregated cash margin and shall be deemed to reduce the aggregate Purchase Price with respect to collateral for all outstanding Transactions. (b) Buyer's election, in its sole and absolute discretion, not to deliver a Margin Deficit Notice at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver a Margin Deficit Notice at any time a Margin Deficit exists.Obligations under this

MARGIN AMOUNT MAINTENANCE. (a) The Buyer shall determine the Asset Value of the Purchased Mortgage Loans at such intervals as determined by the Buyer in its sole discretion. (b) If at any time the Margin Base aggregate Asset Value of all related Purchased Mortgage Loans subject to all Transactions is at least $100,000 less than the aggregate Purchase Price for all outstanding such Transactions (a "“Margin Deficit"”), then the Buyer may by notice to Seller the Sellers (as such notice is more particularly set forth below, a "“Margin Deficit Notice") Call”), require Seller the Sellers to transfer to the Buyer or its designee cash or Eligible Mortgage Loans approved by the Buyer in its sole discretion (including Custodian“Additional Purchased Mortgage Loans”) cash to be applied to reduce the Purchase Price with respect to all outstanding Transactions such so that the aggregate Asset Value of the Purchased Assets Mortgage Loans, including any such cash or Additional Purchased Mortgage Loans, will thereupon equal or exceed the aggregate Purchase Price for all outstanding Transactions. If the Buyer delivers a Margin Deficit Notice Call to the Seller on or prior to 10 a.m., 9:30 a.m. (New York City time, ) on any Business Day, then Seller the Sellers shall transfer such cash or Additional Purchased Mortgage Loans to the Buyer no later than 5 p.m. (New York City time, on such Business Day) that day. In the event the Buyer delivers a Margin Deficit Notice Call to a Seller after 10 a.m., 9:30 a.m. (New York City time, ) on any Business Day, Seller the Sellers shall be required to transfer such cash or Additional Purchased Mortgage Loans no later than 5 p.m., p.m. (New York City time, ) on the subsequent Business Day. All cash transferred to Buyer pursuant to this Section 4(a) shall be deposited in the account set forth in Section 8(a) hereof and shall be deemed to reduce the aggregate Purchase Price with respect to all outstanding Transactions. (bc) The Buyer's ’s election, in its sole and absolute discretion, not to deliver make a Margin Deficit Notice Call at any time there is a Margin Deficit shall not in any way limit or impair its right to deliver make a Margin Deficit Notice Call at any time a Margin Deficit exists. (d) Any cash transferred to the Buyer pursuant to Section 4(b) above shall be credited to the Repurchase Price of the related Transactions.