Common use of Margin Deficit Clause in Contracts

Margin Deficit. (a) If on any Business Day the Market Value of a Purchased Asset is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Price for such Purchased Asset as of such date (the excess, if any, “Margin Deficit”), then Buyer shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing (“Margin Call”) to Seller. (b) Upon delivery of a Margin Call on any Business Day, Seller shall, within one (1) Business Day from the date of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset.

Margin Deficit. (a) If The Administrative Agent will recalculate the Purchase Value of all Purchased Loans on any Business Day date that the Market Value of a Purchased Asset Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding aggregate Repurchase Price for such Purchased Asset as of such date (excluding Price Differential minus cash transfers previously made from Seller to the excessAdministrative Agent in response to previous Margin Calls, if any, ) for all such Transactions (a “Margin Deficit”), then Buyer shall, at any time when by notice to the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right from time to time as determined in its sole and absolute discretion to make Seller (a margin call in writing (“Margin Call”), the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) Upon delivery of a Margin Call on On any Business DayDay on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), Seller so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, within one (1) Business Day upon receipt of written request from the date Seller either remit cash or Release Purchased Loans as may be designated in a request by Seller, in either case, in an amount equal to the lesser of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount requested by the Seller and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limitExcess, stop or impair Buyer’s right subject always to deliver a Margin Call at any time when the same or any other Margin Deficit exists on limitations of this Agreement. If cash is to be remitted, then the same or any other Purchased Asset. Buyer’s rights Administrative Agent shall treat the receipt of the written request of Seller under this Section 4.01 are cumulative and in addition 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. Seller, such cash shall be (dy) All cash transferred to Buyer pursuant to this Section 4.01 additional Purchase Price with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by BuyerTransactions, and notwithstanding any provision (z) subject in Section 5.02 or 5.03 all respect to the contraryprovisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall be applied mean Buyers’ re-sale to reduce Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the Purchase Price of File for each such Purchased AssetLoan.

Margin Deficit. (a) If on any Business Day date (i) the Market Value of a for any Purchased Asset (as determined by Buyer) is less than (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Repurchase Purchase Price for such Purchased Asset as of such date (the excess, if any, of (ii) over (i), a “Margin Deficit”), then Buyer Seller shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right within three (3) Business Days after notice from time to time as determined in its sole and absolute discretion to make Buyer (a margin call in writing (“Margin Call”), transfer cash to Buyer in an amount at least equal to such Margin Deficit. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) to Sellerare set forth in the Fee and Pricing Letter, and are hereby incorporated by reference. (b) Upon delivery of Buyer’s election not to deliver, or to forbear from delivering, a Margin Call on any Business Day, Seller shall, within one (1) Business Day from the date of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer’s forbearance from delivering a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased AssetAsset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied). Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (dc) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset.

Margin Deficit. (a) If on at any Business Day time the Market aggregate Purchase Value of a all Purchased Asset Loans subject to all Transactions hereunder is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding aggregate Repurchase Price for such Purchased Asset as of such date (excluding Price Differential), minus cash transfers previously made from the excessSeller to the Agent in response to previous Margin Calls, if any, for all such Transactions (a “Margin Deficit”), then Buyer shall, at any time when by notice to the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right from time to time as determined in its sole and absolute discretion to make Seller (a margin call in writing (“Margin Call”), the Agent shall, require the Seller to transfer (for the account of the Buyers) to the Agent or the Custodian, as appropriate, either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). The Agent will recalculate the Purchase Value of all or a portion of the Purchased Loans at the times it deems appropriate in its sole discretion and at any other time at the request of the Required Buyers. (b) Upon delivery of a Margin Call on On any Business DayDay on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), Seller so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Agent shall, within one (1) Business Day upon receipt of written request from the date Seller, remit cash or release Purchased Loans as requested by the Seller, in either case, in an amount equal to the lesser of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount requested by the Seller and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limitExcess, stop or impair Buyer’s right subject always to deliver a Margin Call at any time when the same or any other Margin Deficit exists on limitations of this Agreement. If cash is to be remitted the same or any other Purchased Asset. Buyer’s rights Agent shall treat the receipt of the written request of the Seller under this Section 4.01 are cumulative and in addition 6.1(b) as if it were a request for a Transaction. To the extent the Agent remits cash to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. Seller, such cash shall be (dA) All cash transferred to Buyer pursuant to this Section 4.01 additional Purchase Price with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by BuyerTransactions, and notwithstanding any provision (B) subject in Section 5.02 or 5.03 all respects to the contrary, provisions and limitations of this Agreement. Each Buyer shall be applied to reduce the fund its Pro Rata share of such additional Purchase Price as if the remission of such Purchased AssetMargin Excess were the initiation of a Transaction hereunder.

Margin Deficit. (a) If on at any Business Day time the Market Value aggregate Margin Amount of a all Purchased Asset Loans subject to all Transactions hereunder is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding aggregate Repurchase Price for such Purchased Asset as of such date (excluding Price Differential), minus, without duplication, cash transfers previously made from the excessSeller to the Agent in response to previous Margin Calls, if any, for all such Transactions, a margin deficit (a “Margin Deficit”) will exist. If at any time the Margin Deficit exceeds One Million Dollars ($1,000,000), then Buyer shall, at any time when by notice to the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right from time to time as determined in its sole and absolute discretion to make Seller (a margin call in writing (“Margin Call”), the Agent shall require the Seller to transfer (for the account of the Buyers) to the Agent (in the case of cash) or the Custodian (in the case of Additional Purchased Loans, as defined below), as appropriate, either (at the Seller’s option) cash, additional Eligible Loans reasonably acceptable to the Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Price of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) Upon delivery On any Business Day on which the aggregate Margin Amount of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price (excluding Price Differential) 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 Agent shall, upon receipt of a Margin Call on any Business Day, Seller shall, within one (1) Business Day written request from the date of the related Margin Call if Seller and provided such Margin Call is delivered Excess exceeds One Million Dollars ($1,000,000), remit cash or authorize Custodian to release Purchased Loans, as requested by 3:00 p.m. New York City timethe Seller, otherwise within two (2) Business Days, in either case in an amount equal to the lesser of (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount requested by the Seller and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limitExcess, stop or impair Buyer’s right subject always to deliver a Margin Call at any time when the same or any other Margin Deficit exists on limitations of this Agreement. If cash is to be remitted, the same or any other Purchased Asset. Buyer’s rights Agent shall treat the receipt of the written request of the Seller under this Section 4.01 are cumulative and in addition 6.1(b) as if it were a request for a Transaction. To the extent the Agent remits cash to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. Seller, such cash shall be (dA) All cash transferred to Buyer pursuant to this Section 4.01 additional Purchase Price with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by BuyerTransactions, and notwithstanding any provision (B) subject in Section 5.02 or 5.03 all respects to the contrary, provisions and limitations of this Agreement. Each Buyer shall be applied to reduce the fund its Pro Rata share of such additional Purchase Price as if the remission of such Purchased AssetMargin Excess were the initiation of a Transaction hereunder.

Margin Deficit. In the event the Purchase Price of outstanding Transactions is greater than the sum of (ai) If on the aggregate Market Value of the Purchased Assets (provided that with respect to any Business Day Purchased Mortgage Loan, the Market Value for purposes of a such computation will not exceed the outstanding principal balance of such Purchased Asset is less than Mortgage Loan) and (ii) cash or the product aggregate Market Value of the Eligible Mortgage Loans (Aprovided that with respect to any Eligible Mortgage Loan, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Eligible Mortgage Loan) on deposit in the Buyer’s Margin Percentage times Account (B) the outstanding Repurchase Price for such Purchased Asset as of such date (the excess, if any, a “Margin Deficit”), then Custodian shall so notify Seller by 4:30 p.m. on such Business Day. By no later than 5:00 p.m. on the date of any such notice, Seller shall transfer to Seller’s Account Additional Purchased Assets and/or Cash such that, after transfer thereof by Buyer shallto Buyer’s Account, at any time when the then-current aggregate unpaid Margin Deficits Market Value of the Purchased Assets (provided that with respect to all any Purchased Mortgage Loan, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Purchased Mortgage Loan), including Additional Purchased Assets and Cash, equals or exceeds $250,000, have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing (“Margin Call”) to Seller. (b) Upon delivery of a Margin Call on any Business Day, Seller shall, within one (1) Business Day from the date of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of outstanding Transactions and any accrued and unpaid interest relating to the Price Differential thereon. If such Margin Deficit is not cured by the Repo Seller within the same Business Day (if notice of a Margin Deficit is provided at or before 4:30 p.m. (New York time) on such day) or the immediately following Business Day (if notice of a Margin Deficit is provided after 4:30 p.m. (New York time)) the Custodian shall notify Buyer and Seller that a Repo Event of Default has occurred, unless waived in writing by 100% of the Noteholders of each class of Notes. All Additional Purchased AssetAssets transferred to Buyer’s Account shall be deemed to be Purchased Assets.

Margin Deficit. (a) If The Administrative Agent will recalculate the Purchase Value of all Purchased Loans on any Business Day date that the Market Value of a Purchased Asset Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder is more than $100,000 less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding aggregate Repurchase Price for such Purchased Asset as of such date (excluding Price Differential minus cash transfers previously made from Seller to the excessAdministrative Agent in response to previous Margin Calls, if any, ) for all such Transactions (a “Margin Deficit”), then Buyer shall, at any time when by notice to the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right from time to time as determined in its sole and absolute discretion to make Seller (a margin call in writing (“Margin Call”), the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) Upon delivery of a Margin Call on On any Business DayDay on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), Seller so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, within one (1) Business Day upon receipt of written request from the date Seller either remit cash or Release Purchased Loans as may be designated in a request by Seller, in either case, in an amount equal to the lesser of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount requested by the Seller and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limitExcess, stop or impair Buyer’s right subject always to deliver a Margin Call at any time when the same or any other Margin Deficit exists on limitations of this Agreement. If cash is to be remitted, then the same or any other Purchased Asset. Buyer’s rights Administrative Agent shall treat the receipt of the written request of Seller under this Section 4.01 are cumulative and in addition 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. Seller, such cash shall be (dy) All cash transferred to Buyer pursuant to this Section 4.01 additional Purchase Price with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by BuyerTransactions, and notwithstanding any provision (z) subject in Section 5.02 or 5.03 all respect to the contraryprovisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall be applied mean Buyers’ re-sale to reduce Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the Purchase Price of File for each such Purchased AssetLoan.

Margin Deficit. (a) If on any Business Day date the Market Value of a for any Purchased Asset (as determined by Buyer) is less than the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Repurchase Price for such Purchased Asset as of such date (the excess, if any, “Margin Deficit”), then Buyer shallthen, at any time when the then-current (i) a Default or an Event of Default has occurred and is continuing, (ii) all aggregate unpaid Margin Deficits equal or exceed $1,000,000, or (iii) the unpaid Margin Deficit with respect to all any individual Purchased Assets Asset exceeds $250,000an amount equal to five percent (5%) of such Purchased Asset’s Market Value as of the related Purchase Date, in each case, Buyer shall have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing (“Margin Call”) to Seller. (b. Notwithstanding the foregoing, the determination of Market Value for purposes of this Section 4.01(a) Upon delivery shall exclude changes caused solely due to fluctuations in interest rates and changes in spreads. Thereafter, prior to the expiration of a Margin Call on any Business Daythe Funding Period, Seller shall, within one two (12) Business Day Days after notice from Buyer of any such Margin Call, transfer cash to Buyer in an amount at least equal to such Margin Deficit and, provided that, at any time prior to the consummation of an IPO Transaction and after the expiration of the Funding Period, if a Margin Call is not satisfied on a timely basis by Seller with available cash (and Seller, Pledgor, KKR REIT and Guarantor have, on a timely basis, used all of their available cash and cash equivalents to reduce the existing Margin Deficit), then Seller may satisfy its obligations related to the remaining Margin Deficit by paying any remaining amount due within the earlier of (x) the time period provided for funding capital calls from Approved Investors under Guarantor’s organizational documents, and (y) ten (10) Business Days after the date of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City timeCall, otherwise within two so long as (2A) Business Days, sufficient undrawn capital from Approved Investors remains under the applicable organizational documents or subscription agreements and (B) Guarantor immediately (i) subject to Buyer’s approval in Buyer’s sole discretionmakes the required capital calls from Approved Investors under its organizational documents, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to provides Buyer in the amount necessary (as such amount may be reduced by any application with copies of Margin Excess pursuant to all notices and requests delivered under clause (i) above) to fully cure the related Margin Deficitof this sentence. (cb) In no case shall Buyer’s forbearance election not to deliver, or to forbear from delivering delivering, a Margin Call margin deficit notice at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call margin deficit notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Assetexists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (dc) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset. (d) After the satisfaction of each Margin Deficit under this Section 4.01, Seller and Buyer shall execute all necessary and appropriate amended Confirmations, as determined by Buyer.

Margin Deficit. (a) If on at any Business Day time the Market aggregate Purchase Value of a all Purchased Asset Loans subject to all Transactions hereunder is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding aggregate Repurchase Price for such Purchased Asset as of such date (excluding Price Differential), minus, without duplication, cash transfers previously made from the excessSeller to the Agent in response to previous Margin Calls, if any, for all such Transactions (a “Margin Deficit”), then Buyer shall, at any time when by notice to the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right from time to time as determined in its sole and absolute discretion to make Seller (a margin call in writing (“Margin Call”), the Agent shall require the Seller to transfer (for the account of the Buyers) to the Agent (in the case of cash) or the Custodian (in the case of Additional Purchased Loans, as defined below), as appropriate, either (at the Seller’s option) cash, additional Eligible Loans reasonably acceptable to the Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) Upon delivery On any Business Day on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price (excluding Price Differential) 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 Agent shall, upon receipt of a Margin Call on any Business Day, Seller shall, within one (1) Business Day written request from the date Seller, remit cash or authorize Custodian to release Purchased Loans, as requested by the Seller, in either case in an amount equal to the lesser of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount requested by the Seller and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limitExcess, stop or impair Buyer’s right subject always to deliver a Margin Call at any time when the same or any other Margin Deficit exists on limitations of this Agreement. If cash is to be remitted the same or any other Purchased Asset. Buyer’s rights Agent shall treat the receipt of the written request of the Seller under this Section 4.01 are cumulative and in addition 6.1(b) as if it were a request for a Transaction. To the extent the Agent remits cash to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. Seller, such cash shall be (dA) All cash transferred to Buyer pursuant to this Section 4.01 additional Purchase Price with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by BuyerTransactions, and notwithstanding any provision (B) subject in Section 5.02 or 5.03 all respects to the contrary, provisions and limitations of this Agreement. Each Buyer shall be applied to reduce the fund its Pro Rata share of such additional Purchase Price as if the remission of such Purchased AssetMargin Excess were the initiation of a Transaction hereunder.

Margin Deficit. (a) If on at any Business Day time the Market aggregate Purchase Value of a all Purchased Asset Loans subject to all Transactions hereunder is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding aggregate Repurchase Price for such Purchased Asset as of such date (excluding Price Differential, minus cash transfers previously made from Seller to the excessAgent in response to previous Margin Calls, if any, for all such Transactions (a “Margin Deficit”), then Buyer shall, at any time when by notice to the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right from time to time as determined in its sole and absolute discretion to make Seller (a margin call in writing (“Margin Call”), the Agent shall, require the Seller to transfer (for the account of the Buyers) to the Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). The Agent will recalculate the Purchase Value of all or a portion of the Purchased Loans (i) at the times it deems appropriate in its sole discretion and (ii) within one Business Day after receiving a reasonable request, in writing (which may be in the form of e-mail sent to the Agent), for such recalculation from the Required Buyers. (b) Upon delivery of a Margin Call on On any Business DayDay on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), Seller so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Agent shall, within one (1) Business Day upon receipt of written request from the date Seller, remit cash or release Purchased Loans as requested by Seller, in either case, in an amount equal to the lesser of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount requested by the Seller and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limitExcess, stop or impair Buyer’s right subject always to deliver a Margin Call at any time when the same or any other Margin Deficit exists on limitations of this Agreement. If cash is to be remitted the same or any other Purchased Asset. Buyer’s rights Agent shall treat the receipt of the written request of Seller under this Section 4.01 are cumulative and in addition 6.1(b) as if it were a request for a Transaction. To the extent the Agent remits cash to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. Seller, such cash shall be (dy) All cash transferred to Buyer pursuant to this Section 4.01 additional Purchase Price with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by BuyerTransactions, and notwithstanding any provision (z) subject in Section 5.02 or 5.03 all respects to the contrary, provisions and limitations of this Agreement. Each Buyer shall be applied to reduce the fund its Pro Rata share of such additional Purchase Price as if the remission of such Purchased AssetMargin Excess were the initiation of a Transaction hereunder.

Margin Deficit. (a) If With respect to any Purchased Asset or all Purchased Assets, as applicable, if on any Business Day date either of the Market following has occurred: (I) for any individual Purchased Asset, the Asset Value of a Purchased Asset is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Purchase Price for such Purchased Asset as of such date date, or (II) for all Purchased Assets, the Facility Debt Yield Test is not satisfied (the excessamount of any shortfall under clause (I) or the amount necessary to satisfy clause (II), if any, a “Margin Deficit”), then Buyer shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, shall have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing on Seller (a “Margin Call”) in an amount equal to Sellerthe amount of the related Margin Deficit; provided that, prior to the occurrence and continuance of a Default or an Event of Default, Buyer shall only make a Margin Call if the related Margin Deficit exceeds, or if the aggregate of all Margin Deficits collectively exceeds, the applicable Material Impairment Threshold. (b) Upon delivery of Buyer making a Margin Call on for any Business Dayreason in accordance with this Agreement, Seller shall, within one (1) Business Day from the date of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business DaysDays after notice of such Margin Call from Buyer, (i) subject transfer cash to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in repurchase the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (iPurchased Asset(s) above) to fully cure that caused the related Margin DeficitDeficit at the related Repurchase Price(s) thereof, or (iii) choose any combination of the foregoing, so that, after giving effect to such repurchases and payments, the Margin Deficit is cured. (c) In no case shall Buyer▇▇▇▇▇’s forbearance election not to deliver, or to forbear from delivering a Margin Call margin deficit notice at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call margin deficit notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Assetexists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer▇▇▇▇▇, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price related Margin Deficit until the Margin Call has been satisfied in full. Immediately after the satisfaction by Seller of such Purchased Asseteach Margin Call hereunder, ▇▇▇▇▇▇ and ▇▇▇▇▇ shall execute and deliver an Amended and Restated Confirmation.

Margin Deficit. (a) If on any Business Day date the aggregate Market Value of a Purchased Asset all Underlying Assets is less than the product of (A) Buyer’s Margin Percentage times (B) the aggregate outstanding Repurchase Purchase Price for such all Purchased Asset Assets as of such date (the excess, if any, a “Margin Deficit”), then and such Margin Deficit is greater than the Minimum Transfer Amount, Buyer shallmay provide notice to Seller (as such notice is more particularly set forth below and in Section 4.01(b) (a “Margin Call”)) of such Margin Deficit. Such notice shall require Sellers to transfer cash to Buyer to reduce the Aggregate Purchase Price, so that, after giving effect to such payments, the Aggregate Purchase Price for all Purchased Assets does not exceed the aggregate Market Value of all Underlying Assets multiplied by the Applicable Percentage as of such date. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations to reduce the Aggregate Purchase Price in such manner as Buyer determines. For the avoidance of doubt, a Margin Call may be made with respect to a single Purchased Asset, multiple Purchased Assets or any number of Underlying Assets, so long as, subject to the following sentence, a Margin Deficit that is greater than the Minimum Transfer Amount exists. Notwithstanding the foregoing, at any time when an Underlying Asset becomes (x) a Non-Performing Mortgage Loan or (y) an REO Property, if the then-current aggregate unpaid Market Value of such Underlying Asset is less than the product, as of such date, of (A) Buyer’s Margin Deficits Percentage times (B) the Allocated Purchase Price for such Underlying Asset, Buyer may provide a notice to Sellers in accordance with respect this Section 4.01 requiring Seller to all Purchased Assets exceeds $250,000, have the right from time transfer cash to time as determined in its sole and absolute discretion Buyer to make a margin call in writing (“Margin Call”) to Sellereliminate such deficit. (b) Upon Notice delivered pursuant to Section 4.01(a) may be given by any written means. Any notice given before 11:00 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 next Business Day; notice given after 11:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 11:00 a.m. (New York City time) on the second Business Day following such notice delivery (the foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of Buyer, on any Business Dayone or more occasions, Seller shallto exercise its rights hereunder, within one (1) Business Day from shall not change or alter the date terms and conditions to which this Agreement is subject or limit the right of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, (i) subject Buyer to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficitdo so at a later date. (c) In no case shall Buyer’s forbearance from delivering election not to deliver a Margin Call at any time there is a Margin Deficit be deemed to shall not waive such the Margin Deficit or in any way limit, stop limit or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin Deficit exists on the same or any other Purchased Assetexists. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset.

Margin Deficit. (a) If With respect to any Purchased Asset, if on any Business Day date an amount equal to the product of the Applicable Percentage for such Purchased Asset, multiplied by the applicable Market Value of a Purchased Asset is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Purchase Price for such Purchased Asset as of such date (the excess, if any, a “Margin Deficit”), then Buyer shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing (“Margin Call”) to Seller. (b) Upon delivery of a Margin Call on any Business Day, Seller shall, within one (1) Business Day from the date of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, Days after notice from Buyer (a “Margin Call”) either (i) subject transfer immediately available funds to Buyer’s approval Buyer in Buyer’s sole discretion, apply available Margin Excess pursuant an amount at least equal to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or or (ii) transfer cash repurchase the related Purchased Assets in accordance with Section 3.04 to Buyer in the amount extent necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin DeficitDeficit such that, after giving effect to such payments and/or repurchases, such related Margin Deficit shall be reduced to zero; provided that, prior to the occurrence and during the continuance of a Default or an Event of Default, Buyer shall not make any Margin Call to the extent the related Margin Deficit resulted solely from interest rate changes and/or credit spread movements. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines. (b) At any time Buyer notifies Seller in writing that Seller has failed to satisfy the Facility Debt Yield Test, Seller shall, as soon as practicable, and in no event later than two (2) Business Days from the date of such notice, either (i) transfer immediately available funds to Buyer, which Buyer shall apply to reduce the outstanding Purchase Price of one or more of the Purchased Assets in the amount Buyer determines is necessary to cure the related breach or (ii) repurchase the related Purchased Assets in accordance with Section 3.04 to the extent necessary to fully cure the related breach of the Facility Debt Yield Test such that, after giving effect to such payments and/or repurchases, the related breach of the Facility Debt Yield Test shall be satisfied. Buyer shall apply the funds received in pursuant to this Section 4.01(b) to reduce the Repurchase Prices of one or more of the Purchased Assets that contributed to the breach by Seller of the Facility Debt Yield Test in such manner and in such amounts as Buyer determines in its sole discretion. (c) In no case shall Buyer’s forbearance election not to deliver, or to forbear from delivering delivering, a Margin Call margin deficit notice at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a notice of Margin Call Deficit at any time when the same or any other Margin Deficit exists on the same or any other Purchased Assetexists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset. Immediately after the satisfaction by Seller of each Margin Call hereunder, Seller and Buyer shall execute and deliver the appropriate amended and restated Confirmations.

Margin Deficit. (a) If With respect to any Purchased Asset, if on any Business Day date an amount equal to the product of the Applicable Percentage for such Purchased Asset, multiplied by the applicable Market Value of a Purchased Asset is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Purchase Price for such Purchased Asset as of such date (the excess, if any, a “Margin Deficit”), then Buyer shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing (“Margin Call”) to Seller. (b) Upon delivery of a Margin Call on any Business Day, Seller shall, within one (1) Business Day from the date of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, Days after notice from Buyer (a “Margin Call”) either (i) subject transfer immediately available funds to Buyer’s approval Buyer in Buyer’s sole discretion, apply available Margin Excess pursuant an amount at least equal to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or or (ii) transfer cash repurchase the related Purchased Assets in accordance with Section 3.04 to Buyer in the amount extent necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin DeficitDeficit such that, after giving effect to such payments and/or repurchases, such related Margin Deficit shall be reduced to zero; provided that, prior to the occurrence and during the continuance of a Default or an Event of Default, Buyer shall not make any Margin Call to the extent the related Margin Deficit resulted solely from interest rate changes and/or credit spread movements. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines. (b) At any time Buyer notifies Seller in writing that Seller has failed to satisfy the Facility Debt Yield Test, Seller shall, as soon as practicable, and in no event later than two (2) Business Days from the date of such notice, either (i) transfer immediately available funds to Buyer, which Buyer shall apply to reduce the outstanding Purchase Price of one or more of the Purchased Assets in the amount Buyer determines is necessary to cure the related breach or (ii) repurchase the related Purchased Assets in accordance with Section 3.04 to the extent necessary to fully cure the related breach of the Facility Debt Yield Test such that, after giving effect to such payments and/or repurchases, the related breach of the Facility Debt Yield Test shall be satisfied. Buyer shall apply the funds received in pursuant to this Section 4.01(b) to reduce the Repurchase Prices of one or more of the Purchased Assets that contributed to the breach by Seller of the Facility Debt Yield Test in such manner and in such amounts as Buyer determines in its sole discretion. (c) In no case shall Buyer▇▇▇▇▇’s forbearance election not to deliver, or to forbear from delivering delivering, a Margin Call margin deficit notice at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a notice of Margin Call Deficit at any time when the same or any other Margin Deficit exists on the same or any other Purchased Assetexists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer▇▇▇▇▇, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset. Immediately after the satisfaction by ▇▇▇▇▇▇ of each Margin Call hereunder, ▇▇▇▇▇▇ and ▇▇▇▇▇ shall execute and deliver the appropriate amended and restated Confirmations.

Margin Deficit. (a) If on any Business Day the Market Value of a Purchased Asset is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Price for such Purchased Asset as of such date (the excess, if any, “Margin Deficit”), then Buyer shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing (“Margin Call”) to Seller. (b) Upon delivery of a Margin Call on any Business Day, Seller shall, within one (1) Business Day from the date of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer▇▇▇▇▇, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset.

Margin Deficit. (a) If on at any Business Day time the Market Value aggregate Margin Amount of a all Purchased Asset Loans subject to all Transactions hereunder is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding aggregate Repurchase Price for such Purchased Asset as of such date (excluding Price Differential), minus, without duplication, cash transfers previously made from the excessSeller to the Agent in response to previous Margin Calls, if any, for all such Transactions, a margin deficit (a “Margin Deficit”) will exist. If at any time the Margin Deficit (including any amounts that remain due and payable with respect to any previously issued Margin Call) exceeds Five Hundred Thousand Dollars ($500,000), then Buyer shall, at any time when by notice to the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right from time to time as determined in its sole and absolute discretion to make Seller (a margin call in writing (“Margin Call”), the Agent shall require the Seller to transfer (for the account of the Buyers) to the Agent (in the case of cash) or the Custodian (in the case of Additional Purchased Loans, as defined below), as appropriate, either (at the Seller’s option) cash, additional Eligible Loans reasonably acceptable to the Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Price of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) Upon delivery On any Business Day on which the aggregate Margin Amount of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price (excluding Price Differential) 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 Agent shall, upon receipt of a Margin Call on any Business Day, Seller shall, within one (1) Business Day written request from the date of the related Margin Call if Seller and provided such Margin Call is delivered Excess exceeds Five Hundred Thousand Dollars ($500,000), remit cash or authorize Custodian to release Purchased Loans, as requested by 3:00 p.m. New York City timethe Seller, otherwise within two (2) Business Days, in either case in an amount equal to the lesser of (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount requested by the Seller and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limitExcess, stop or impair Buyer’s right subject always to deliver a Margin Call at any time when the same or any other Margin Deficit exists on limitations of this Agreement. If cash is to be remitted, the same or any other Purchased Asset. Buyer’s rights Agent shall treat the receipt of the written request of the Seller under this Section 4.01 are cumulative and in addition 6.1(b) as if it were a request for a Transaction. To the extent the Agent remits cash to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. Seller, such cash shall be (dA) All cash transferred to Buyer pursuant to this Section 4.01 additional Purchase Price with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by BuyerTransactions, and notwithstanding any provision (B) subject in Section 5.02 or 5.03 all respects to the contrary, provisions and limitations of this Agreement. Each Buyer shall be applied to reduce the fund its Pro Rata share of such additional Purchase Price as if the remission of such Purchased AssetMargin Excess were the initiation of a Transaction hereunder.

Margin Deficit. (a) If on any Business Day date (i) the Market Value of a for any Purchased Asset (as determined by Buyer) is less than (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Repurchase Purchase Price for such Purchased Asset as of such date (the excess, if any, of (ii) over (i), a “Margin Deficit”), then Buyer Seller shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right within three (3) Business Days after notice from time to time as determined in its sole and absolute discretion to make Buyer (a margin call in writing (“Margin Call”), transfer cash to Buyer in an amount at least equal to such Margin Deficit. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) to Sellerare set forth in the Fee and Pricing Letter, and are hereby incorporated by reference. (b) Upon delivery of Buyer’s election not to deliver, or to forbear from delivering, a Margin Call on any Business Day, Seller shall, within one (1) Business Day from the date of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer’s forbearance from delivering a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased AssetAsset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied). Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (dc) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset. Immediately after the satisfaction by Seller of each Margin Call hereunder, Seller and Buyer shall execute and deliver the appropriate amended and restated Confirmations.

Margin Deficit. (a) If on any Business Day date the Market Value of a for any Purchased Asset (as determined by Buyer) is less than the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Repurchase Price for such Purchased Asset as of such date (the excess, if any, “Margin Deficit”), then Buyer shallthen, at any time when (i) a Default or an Event of Default has occurred and is continuing, or (ii) the then-current aggregate unpaid Minimum Margin Deficits with respect to all Purchased Assets exceeds $250,000Threshold is exceeded, Buyer shall have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing (“Margin Call”) to Seller.. Additional terms and provisions concerning Margin Deficits and Margin Calls under this Section 4.01 are set forth in Section 5 of the Fee Letter, and are hereby incorporated herein by reference (b) Upon delivery of a Margin Call on any Business Day, Seller shall, within one (1) Business Day from the date of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretionelection not to deliver, apply available Margin Excess pursuant or to Section 4.02 in whole or in part to satisfy such Margin Deficitforbear from delivering, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer’s forbearance from delivering a Margin Call margin deficit notice at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call margin deficit notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Assetexists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (dc) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such the related Purchased Asset. (d) After the satisfaction of each Margin Deficit under this Section 4.01, Seller and Buyer shall execute all necessary and appropriate amended Confirmations, as determined by Buyer.

Margin Deficit. (a) If on any Business Day date (i) the Market Value of a Purchased Asset is less than (ii) the product of (A) Buyer’s Margin Percentage times multiplied by (B) the outstanding Repurchase Price for such Purchased Asset as of such date (the excess, if any, of (ii) over (i), a “Margin Deficit”), then Buyer Seller shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right within three (3) Business Days after notice from time to time as determined in its sole and absolute discretion to make Buyer (a margin call in writing (“Margin Call”), transfer cash to Buyer in an amount at least equal to such Margin Deficit. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines in its discretion, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) to Sellerare set forth in the Fee and Pricing Letter, and are hereby incorporated by reference. (b) Upon delivery of Buyer’s election in its discretion not to deliver a Margin Call on any Business Day, Seller shall, within one (1) Business Day from the date of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer’s forbearance from delivering a Margin Call notice at any time there is a Margin Deficit be deemed to shall not waive such the Margin Deficit or in any way limit, stop limit or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on (and the same or any other Purchased Assetconditions to the delivery of such Margin Call notice under Section 4.01(a) above are satisfied). Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (dc) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Collection Account, except as directed by BuyerBuyer in its discretion, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset. (d) Additional terms and provisions concerning the Debt Yield Test are set forth in the Fee and Pricing Letter, and are hereby incorporated by reference.

Margin Deficit. (a) If on any Business Day the Market Value of a Purchased Asset is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Price for such Purchased Asset as of such date (the excess, if any, “Margin Deficit”), then Buyer shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000the Margin Deficit Threshold, have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing (“Margin Call”) to Seller. (b) Upon delivery of a Margin Call on any Business Day, Seller shall, within one five (15) Business Day Days from the date of the related Margin Call Call, if such Margin Call is delivered by 3:00 12:00 p.m. New York City time, otherwise within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer▇▇▇▇▇, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset.

Margin Deficit. (a) If on at any Business Day time the Market aggregate Purchase Value of a all Purchased Asset Loans subject to all Transactions hereunder is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding aggregate Repurchase Price for such Purchased Asset as of such date (excluding Price Differential, minus cash transfers previously made from Seller to the excessAgent in response to previous Margin Calls, if any, for all such Transactions (a “Margin Deficit”), then Buyer shall, at any time when by notice to the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right from time to time as determined in its sole and absolute discretion to make Seller (a margin call in writing (“Margin Call”), the Agent shall, require the Seller to transfer (for the account of the Buyers) to the Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). The Agent will recalculate the Purchase Value of all or a portion of the Purchased Loans at the times it deems appropriate in its sole discretion and at any other time at the reasonable request of the Required Buyers. (b) Upon delivery of a Margin Call on On any Business DayDay on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), Seller so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Agent shall, within one (1) Business Day upon receipt of written request from the date Seller, remit cash or release Purchased Loans as requested by Seller, in either case, in an amount equal to the lesser of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount requested by the Seller and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limitExcess, stop or impair Buyer’s right subject always to deliver a Margin Call at any time when the same or any other Margin Deficit exists on limitations of this Agreement. If cash is to be remitted the same or any other Purchased Asset. Buyer’s rights Agent shall treat the receipt of the written request of Seller under this Section 4.01 are cumulative and in addition 6.1(b) as if it were a request for a Transaction. To the extent the Agent remits cash to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. Seller, such cash shall be (dy) All cash transferred to Buyer pursuant to this Section 4.01 additional Purchase Price with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by BuyerTransactions, and notwithstanding any provision (z) subject in Section 5.02 or 5.03 all respects to the contrary, provisions and limitations of this Agreement. Each Buyer shall be applied to reduce the fund its Pro Rata share of such additional Purchase Price as if the remission of such Purchased AssetMargin Excess were the initiation of a Transaction hereunder.

Margin Deficit. (a) If on any Business Day date (i) the Market Value of a all Purchased Asset Assets is less than (ii) the product of (A) Buyer’s 's Margin Percentage times (B) the outstanding Repurchase Price for such all Purchased Asset Assets as of such date (the excess, if any, of (ii) over (i), a “Margin Deficit”), then Buyer Seller shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000upon notice from Buyer (such notice, have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing (“Margin Call”) transfer to SellerBuyer cash, or if Seller and Buyer mutually agree, transfer to Buyer or Custodian for no additional consideration additional Eligible Assets and/or Agency ARMS (collectively), (“Additional Purchased Assets”), so that after giving effect to such transfers and payments, the Margin Deficit has been reduced to zero. Buyer shall apply the funds or Additional Purchased Assets received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines. Notice of a Margin Deficit may be given by any means provided in this Agreement. Any notice received before 11:00 a.m. New York City time on a Business Day shall be met with payment of cash or transfer of Additional Purchased Assets, and the related Margin Call satisfied, no later than 5:00 p.m. New York City time on the following Business Day; notice received after 11:00 a.m. New York City time on a Business Day shall be met with payment of cash or transfer of Additional Purchased Assets, and the related Margin Call satisfied, no later than 5:00 p.m. New York City time two (2) Business Days following the date of such notice. (b) Upon delivery of a Margin Call on any Business Day, Seller shall, within one (1) Business Day from the date of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, (i) subject Buyer's election not to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer’s forbearance from delivering deliver a Margin Call at any time there is a Margin Deficit be deemed to shall not waive such the Margin Deficit or in any way limit, stop limit or impair Buyer’s 's right to deliver a Margin Call at any time when the same or any other Margin Deficit exists on the same or any other Purchased Assetexists. Buyer’s 's rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (dc) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into an account designated by the Waterfall Account, except as directed by Buyer, Buyer and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset. (d) Buyer shall have the right to re-determine the Market Value of any or all Additional Purchased Assets at any time. For purposes of this Agreement, only ninety-five percent (95%) of the Market Value of Agency ARMS will be used to satisfy a Margin Deficit or otherwise for purposes of calculating the Market Value of Additional Purchased Assets.

Margin Deficit. (a) If With respect to any Purchased Asset or all Purchased Assets, as applicable, if on any Business Day date either of the Market following has occurred: (I) for any individual Purchased Asset, the Asset Value of a Purchased Asset is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Purchase Price for such Purchased Asset as of such date date, or (II) for all Purchased Assets, the Facility Debt Yield Test is not satisfied (the excessamount of any shortfall under clause (I) or the amount necessary to satisfy clause (II), if any, a “Margin Deficit”), then Buyer shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, shall have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing on Seller (a “Margin Call”) in an amount equal to Sellerthe amount of the related Margin Deficit; provided that, prior to the occurrence and continuance of a Default or an Event of Default, Buyer shall only make a Margin Call if the related Margin Deficit exceeds, or if the aggregate of all Margin Deficits collectively exceeds, the applicable Material Impairment Threshold. (b) Upon delivery of Within three (3) Business Days after receiving a Margin Call on any Business Dayfrom Buyer, Seller shallshall satisfy such Margin Call in full by any one or more of the following methods: (i) a transfer of cash from Seller to Buyer to reduce the Purchase Price of the related Purchased Asset(s), within (ii) a repurchase by Seller of the related Purchased Asset(s) at the related Repurchase Price(s) thereof, or (iii) subject to the terms and conditions of this Section 4.01(b), a reallocation by Buyer of available Margin Excess to the related Purchased Asset(s). If Seller believes that Margin Excess exists with respect to any other Purchased Asset(s) at the time Buyer makes a Margin Call, Seller may submit a written request to Buyer to reallocate such Margin Excess to the Purchased Asset(s) that are the subject of such Margin Call. Any such request (i) shall identify the Purchased Assets that are the subject of such request, (ii) shall be delivered to Buyer at least one (1) Business Day from prior to the date on which the related Margin Call is due, (iii) shall include the following information and such back-up calculations as Buyer may require: (A) the amount of Margin Excess that Seller requests be reallocated, (B) the Purchase Price of such Purchased Assets both before and after giving pro forma effect to such reallocation and (C) the amount of the related Margin Call Deficit both before and after giving pro forma effect to such reallocation, and (iv) shall include a certification from Seller that no Default (except as would be cured by such reallocation) or Event of Default has occurred and is continuing. Upon Buyer’s determination in its sole discretion that Margin Excess exists and that the conclusions and calculations set forth in Seller’s request comply with the requirements set forth above, Buyer shall reallocate the related Margin Excess by increasing the Purchase Price of the Purchased Asset(s) with Margin Excess and decreasing the Purchase Price of the Purchased Asset(s) with Margin Deficit; provided that if such the Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, (i) subject to Buyer’s approval not satisfied in Buyer’s sole discretion, apply available Margin Excess full pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficitreallocation, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) Seller shall transfer sufficient cash to Buyer in to satisfy the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure Call and eliminate the related Margin Deficit. Immediately after the satisfaction by Seller of each Margin Call hereunder, Seller and Buyer shall execute and deliver an Amended and Restated Confirmation. (c) In no case shall Buyer’s forbearance election not to deliver, or to forbear from delivering a Margin Call margin deficit notice at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call margin deficit notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Assetexists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied as determined by Buyer to reduce the Purchase Price of such Purchased Assetrelated Margin Deficit until the Margin Call has been satisfied in full.

Margin Deficit. (a) If on any Business Day date (i) the Market Value of a Purchased Asset is less than (ii) the product of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Price for such Purchased Asset as of such date (as reduced by any Income then-currently on deposit in the Securities Account which would otherwise be applied by Buyer to reduce such Repurchase Price on the next Remittance Date in accordance with Section 5.02) (the excess, if any, of (ii) over (i), a “Margin Deficit”), then Buyer shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing (“Margin Call”) to Seller. (b) Upon delivery of a Margin Call on any Business Day, Seller shall, within one (1) Business Day after written notice from the date of the related Buyer (a “Margin Call if such Margin Call is delivered by 3:00 p.m. New York City timeCall”), otherwise within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the an amount necessary (as at least equal to such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines. (cb) In no case shall Buyer’s forbearance from delivering election not to deliver a Margin Call at any time there is a Margin Deficit be deemed to shall not waive such the Margin Deficit or in any way limit, stop limit or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin Deficit exists on the same or any other Purchased Assetexists. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (dc) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Securities Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset.

Margin Deficit. (a) If on any Business Day date, the Market Value of a Purchased Asset is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Price for such Purchased Asset as of such date (the excess, if any, a “Margin Deficit”), then Buyer shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, shall have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing (“Margin Call”) to Seller. (b) Upon delivery of If on any date Seller is not in compliance with the Facility Debt Yield Test, Buyer shall have the right from time to time, as determined in its sole and absolute discretion, to make a Margin Call on to Seller in respect of those Purchased Assets identified by Buyer, and in such amounts as Buyer determines is necessary, such that after applying the proceeds of such Margin Call to reduce the Purchase Price of those Purchased Assets so selected by Buyer, the Facility Debt Yield Test will be satisfied. (c) Upon Buyer making a Margin Call for any Business Dayreason in accordance with this Agreement, Seller (i) Buyer shall, within one (1) Business Day from the date of the related Margin Call if such Margin Call is delivered by received no later than 3:00 p.m. New York City time or, if received after 3 p.m. New York City time, otherwise within two (2) Business DaysDays from the date of the related Margin Call, (i) subject to Buyer’s approval determination in Buyer’s sole discretiondiscretion that each of the Margin Excess Requirements have been satisfied, first apply all available Margin Excess Excess, if any, pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Deficit (provided that Buyer’s sole discretion and/or failure to make such application within such time period shall not affect Seller’s obligations under this Section 4.01(c) or Buyer’s rights in respect thereto), and (ii) immediately thereafter, Seller shall transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit; provided, that should Seller and Pledgor not have sufficient cash to satisfy such Margin Deficit within one (1) Business Day of the related Margin Call, Seller shall satisfy such Margin Deficit in full by making a payment to Buyer in an amount equal to all cash held by Seller and Pledgor within one (1) Business Day of the related Margin Call, and remitting the balance of such Margin Deficit to Buyer within five (5) Business Days of the related Margin Call by causing Seller to immediately make a capital call to Pledgor who, in turn, will immediately make a capital call to Guarantor in an amount necessary to satisfy such Margin Deficit in full, and Guarantor shall cause such capital calls to be satisfied no later than five (5) Business Days from the date on which the related Margin Call notice was delivered to Seller and cause the related amounts to be deposited directly into the Waterfall Account and paid to Buyer. In addition, Seller agrees to and shall provide Buyer with copies of all related capital call notices within one (1) Business Day after the related Margin Call. The failure of Guarantor to honor any capital call made by Pledgor, or the failure of Pledgor to honor any capital call made by Seller, in each case, pursuant to the second preceding sentence within the time provided in such sentence shall constitute an immediate Event of Default hereunder and shall not excuse Seller from the obligation to cure such Margin Deficit or relieve Guarantor from any of its obligations under the Guarantee Agreement, as applicable, which obligations shall be absolute notwithstanding any such failure. (cd) In no case shall Buyer’s forbearance election not to deliver, or to forbear from delivering delivering, a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Assetexists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (de) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, (A) Buyer shall be applied apply all such cash received in respect of a Margin Call made pursuant to reduce Section 4.01(a) towards the Purchased Asset in respect of which such Margin Call was made within one (1) Business Day of the date such cash is received and (B) Buyer shall apply all such cash received in respect of a Margin Call made pursuant to Section 4.01(b) towards the reduction of the Purchase Price of one or more Purchased Assets within one (1) Business Day from the date such cash is received, in Buyer’s sole discretion, such that immediately after giving effect to such Purchase Price reduction, the Facility Debt Yield Test is satisfied. Buyer and Seller shall amend and restate the related Confirmation relating to any Purchased AssetAsset with respect to which the related Purchased Price has been so reduced under this Section 4.01.

Margin Deficit. (a) If on any Business Day the Market Asset Value of a for one or more Purchased Asset Assets is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Purchase Price for such Purchased Asset Asset(s) (as determined by Buyer in its discretion) (the existence of any such event and the related Deficit Amount, a "Margin Deficit"), Buyer may in its discretion give Seller notice of the Deficit Amount in connection with any such Margin Deficit. So long as no Default or Event of Default has occurred and is continuing, Buyer may, in its discretion, reallocate such Margin Deficit (a "Reallocation") by increasing the Purchase Price for one or more other Purchased Assets (such Purchased Assets and the amounts of such date increases to be determined by Buyer) so long as (the excessi) such Reallocations do not result in a Default, if any, “an Event of Default or a Margin Deficit”), then Buyer shall, at any time when the then-current aggregate unpaid Margin Deficits Deficit with respect to any other Purchased Asset as determined by Buyer and (ii) as a result of such Reallocations, (A) no Purchased Asset shall have a PPV in excess of the Required PPV Percentage, as determined by Buyer, (B) each Purchased Asset must have a Debt Yield at least equal to the Required Debt Yield Percentage, as determined by Buyer, (C) the Debt Yield for all Purchased Assets exceeds $250,000(on a combined basis) shall equal or exceed the Required Portfolio Debt Yield Percentage, have (D) each Purchased Asset shall continue to be an Eligible Asset after such Reallocation, and (E) the right from time Concentration Limits shall not be exceeded for any Purchased Asset; provided, however, in no event shall Buyer increase the Purchase Price for a Purchased Asset with an outstanding Margin Deficit. In connection with any such Reallocation or payment of a Margin Deficit, Seller shall execute new Confirmations promptly following request of Buyer. Seller understands and acknowledges that Reallocations may not be possible or, if possible, may not fully eliminate the Margin Deficit and that the manner, method and all other factors relating to time as determined such Reallocation are in its sole and absolute discretion to make a margin call in writing (“Margin Call”) to SellerBuyer's discretion. (b) Upon delivery of If a Reallocation does not occur or, if a Reallocation occurred but the same did not fully eliminate the Margin Deficit, then Buyer may make a margin call (a "Margin Call") on Seller for the remaining Margin Deficit. If Buyer determines to make a Margin Call on any Business DaySeller to correct the Margin Deficit, Seller shall, within one (1) Business Day after notice from Buyer (the date of the related "Margin Call if such Margin Call is delivered by 3:00 p.m. New York City timeCorrection Deadline"), otherwise within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the an amount necessary (as to eliminate such amount may be reduced by any application of Margin Excess pursuant to clause (iDeficit or repurchase the Purchased Asset(s) above) to fully cure which resulted in the related Margin DeficitCall. (c) In no case Failure to satisfy any Margin Deficit by the Margin Correction Deadline shall result in an Event of Default under this Agreement. (d) For the avoidance of doubt, Buyer may require the elimination of a Margin Deficit with respect to a single Purchased Asset or multiple Purchased Assets. (e) Buyer’s forbearance from delivering 's election not to give notice of a Margin Deficit or otherwise make a Margin Call at any time there is a Margin Deficit be deemed to shall not waive such the Margin Deficit or in any way limit, stop limit or impair Buyer’s 's right to deliver a Margin Call Deficit notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Assetexists. Buyer’s 's rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (df) All Except as otherwise required by Buyer, all cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall AccountAccount and, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such the Purchased AssetAsset(s) to which the Margin Deficit relates.

Margin Deficit. (a) (i) If on any Business Day date the Market Value of a Purchased Asset is less than the product of (A) Buyer’s the Margin Percentage times (B) the outstanding Repurchase Price for such Purchased Asset as of such date (the excess, if any, a “Margin Deficit”), and provided that (I) a Credit Event relating to such Purchased Asset has occurred, and (II) each Margin Deficit shall exclude any portion thereof that resulted from any interest rate changes and/or credit spread movements, then Buyer the related Seller shall, at any time when within five (5) Business Days after the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right receipt of written notice from time to time as determined in its sole and absolute discretion to make Buyer (which notice may be by electronic mail) (a margin call in writing (“Margin Call”) (i) transfer cash to Buyer, (ii) repurchase Purchased Assets at the Repurchase Price thereof, or (iii) choose any combination of the foregoing, so that, after giving effect to such transfers, repurchases and payments, the aggregate Purchase Price for all Purchased Assets does not exceed an aggregate amount equal to the products of the Market Value for each Purchased Asset, times the Applicable Percentage. Buyer shall apply the funds received in satisfaction of a Margin Deficit with respect to a Purchased Asset to the Repurchase Obligations owing with respect to such Purchased Asset. (i) In lieu of a Margin Call pursuant to Section 4.01(a)(i), Buyer may, in its discretion upon written request of the related Seller, reallocate previous partial prepayments made pursuant to Section 3.07 in order to eliminate the related Margin Deficit by increasing the Purchase Price of certain Purchased Assets and decreasing the Purchase Price of other Purchased Assets. Any such request for reallocation shall include a certification by such Seller that no Default or Event of Default has occurred and is continuing (except as would be cured by such reallocation), and shall set forth the following, with such back-up calculations as Buyer may require: (i) the amount of prior partial prepayments and Purchased Assets so prepaid pursuant to Section 3.07 that such Seller requests be re-allocated, (ii) the Purchased Asset to which such Seller is requesting such prior partial prepayment be applied, the new Purchase Price of such Purchased Asset and the new Purchase Price of the previously prepaid Purchased Asset, in each case, after giving pro forma effect to such allocation, (iii) the amount of the Margin Deficit on each applicable Purchased Asset both immediately prior to and immediately after giving pro forma effect to such allocation and (iv) the PPV Test will be satisfied and the Applicable Percentage of such Purchased Asset will not exceed the Maximum Applicable Percentage, in each case after giving pro forma effect to such allocation. Upon Buyer’s independent confirmation, in its commercially reasonable judgment, that the conclusions and calculations set forth in the related Seller’s written request comply with the requirements set forth above, Buyer may, in its discretion, reallocate previous prepayments to those Purchased Assets for which Margin Deficits would otherwise exist, in a manner acceptable to Buyer in its commercially reasonable judgment and such Seller shall submit new Confirmations acceptable to Buyer reflecting the new Purchase Price of all affected Purchased Assets. Notwithstanding anything to the contrary herein, in no event shall Buyer make a reallocation in respect of any LIBOR Based Transaction (i.e., in such a way that the Purchase Price of any such LIBOR Based Transaction would be increased) at any time to cure in whole or in part a Margin Deficit relating to (x) any SOFR Based Transaction or (y) any LIBOR Based Transaction where such reallocation would result in an increase to the Purchase Price of any LIBOR Based Transaction with a Repurchase Date that is later than the Repurchase Date of the LIBOR Based Transaction in respect of which such Margin Deficit exists. (b) Upon delivery of a Notwithstanding the foregoing, in the event the Margin Call on any Business Dayarises solely as a result of Buyer’s determination of an adverse change in the value of the related Mortgaged Property as described in item (iv) of the definition of the term Credit Event, and if the related Seller shalldisputes in good faith such determination by Buyer, such Seller shall have the right by, within one the five (15) Business Day from the date period specified in Section 4.01(a)(i), giving Buyer written notice of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise dispute and depositing with ▇▇▇▇▇ (in an account within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretiondominion and control) the full amount of the Margin Deficit and, apply available Margin Excess pursuant the parties will proceed to Section 4.02 attempt to resolve such dispute within the next forty-five (45) days in whole accordance with the appraisal procedure set forth in Schedule 3 hereto, provided that, for the avoidance of doubt, any such dispute period shall not limit any other rights or in part to satisfy such Margin Deficit, in the amount and manner permitted by privileges of Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer▇▇▇▇▇’s forbearance election not to deliver, or to forbear from delivering delivering, a Margin Call margin deficit notice at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call margin deficit notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Assetexists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, General Repo Account and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset within one (1) Business Day after deposit and not, for the avoidance of doubt, on the next Remittance Date. (e) If the applicable Seller believes in good faith that the Credit Event or underlying circumstances that resulted in the most recent determination of Current Mark-to-Market Value of a Purchased Asset is no longer applicable or that the Market Value resulting from such Credit Event has otherwise materially increased, it may request that Buyer consider reassessing the Market Value of the subject Purchased Asset, and ▇▇▇▇▇ agrees to do so. If, as a result of such reassessment, Buyer determines, in its discretion, that the Market Value for such Purchased Asset has increased, and has received all required internal credit approvals necessary to do so, the Current Mark-to-Market Value shall be revised accordingly, subject to further adjustment as otherwise provided in this Agreement. Such Seller’s requests for Buyer to reassess the Market Value of Purchased Assets shall be limited to one (1) request per Purchased Asset per calendar quarter. Nothing in this Section 4.01(e) shall be interpreted to in any way reduce or mitigate Buyer’s sole power and discretion to determine Market Value or Credit Event. (f) If on any date within ninety (90) days following the Purchase Date of a particular Purchased Asset (and provided no Default or Event of Default has occurred and is then continuing and no Margin Deficit remains unpaid), either (i) the outstanding Purchase Price of such Purchased Asset has previously been reduced by one or more previous partial prepayments made by a Seller in accordance with Section 3.07, or (ii) on such Purchase Date, the Purchase Price of such Purchased Asset was, at such Seller’s request, less than the maximum Purchase Price approved by Buyer, as indicated on the related Confirmation, such Seller may deliver a written request to Buyer that Buyer pay to such Seller an amount equal to the amount of either (A) part or all of the partial prepayments described in clause (i) above, and/or (B) part or all of the difference described in clause (ii) above, and Buyer shall pay to such Seller the amount so requested within three (3) Business Days of the date of the related request, so long as, both immediately before and, on a pro forma basis, immediately after the date of each such payment, both the Minimum Portfolio Debt Yield Test and the PPV Test have not been breached. Prior to any such payment, such Seller shall prepare, and the Parties shall execute an amended and restated Confirmation that is otherwise acceptable to the Parties, reflecting such increased Purchase Price.

Margin Deficit. (a) (i) If on any Business Day date the Market Value of a Purchased Asset is less than the product of (A) Buyer’s the Margin Percentage times (B) the outstanding Repurchase Price for such Purchased Asset as of such date (the excess, if any, a “Margin Deficit”), and provided that (I) a Credit Event relating to such Purchased Asset has occurred, and (II) each Margin Deficit shall - 56- exclude any portion thereof that resulted from any interest rate changes and/or credit spread movements, then Buyer the related Seller shall, at any time when within five (5) Business Days after the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right receipt of written notice from time to time as determined in its sole and absolute discretion to make Buyer (which notice may be by electronic mail) (a margin call in writing (“Margin Call”) (i) transfer cash to Buyer, (ii) repurchase Purchased Assets at the Repurchase Price thereof, or (iii) choose any combination of the foregoing, so that, after giving effect to such transfers, repurchases and payments, the aggregate Purchase Price for all Purchased Assets does not exceed an aggregate amount equal to the products of the Market Value for each Purchased Asset, times the Applicable Percentage. Buyer shall apply the funds received in satisfaction of a Margin Deficit with respect to a Purchased Asset to the Repurchase Obligations owing with respect to such Purchased Asset. (i) In lieu of a Margin Call pursuant to Section 4.01(a)(i), Buyer may, in its discretion upon written request of the related Seller, reallocate previous partial prepayments made pursuant to Section 3.07 in order to eliminate the related Margin Deficit by increasing the Purchase Price of certain Purchased Assets and decreasing the Purchase Price of other Purchased Assets. Any such request for reallocation shall include a certification by such Seller that no Default or Event of Default has occurred and is continuing (except as would be cured by such reallocation), and shall set forth the following, with such back-up calculations as Buyer may require: (i) the amount of prior partial prepayments and Purchased Assets so prepaid pursuant to Section 3.07 that such Seller requests be re-allocated, (ii) the Purchased Asset to which such Seller is requesting such prior partial prepayment be applied, the new Purchase Price of such Purchased Asset and the new Purchase Price of the previously prepaid Purchased Asset, in each case, after giving pro forma effect to such allocation, (iii) the amount of the Margin Deficit on each applicable Purchased Asset both immediately prior to and immediately after giving pro forma effect to such allocation and (iv) the PPV Test will be satisfied and the Applicable Percentage of such Purchased Asset will not exceed the Maximum Applicable Percentage, in each case after giving pro forma effect to such allocation. Upon Buyer’s independent confirmation, in its commercially reasonable judgment, that the conclusions and calculations set forth in the related Seller’s written request comply with the requirements set forth above, Buyer may, in its discretion, reallocate previous prepayments to those Purchased Assets for which Margin Deficits would otherwise exist, in a manner acceptable to Buyer in its commercially reasonable judgment and such Seller shall submit new Confirmations acceptable to Buyer reflecting the new Purchase Price of all affected Purchased Assets. Notwithstanding anything to the contrary herein, in no event shall Buyer make a reallocation in respect of any LIBOR Based Transaction (i.e., in such a way that the Purchase Price of any such LIBOR Based Transaction would be increased) at any time to cure in whole or in part a Margin Deficit relating to (x) any SOFR Based Transaction or (y) any LIBOR Based Transaction where such reallocation would result in an increase to the Purchase Price of any LIBOR Based Transaction with a Repurchase Date that is later than the Repurchase Date of the LIBOR Based Transaction in respect of which such Margin Deficit exists. (b) Upon delivery of a Notwithstanding the foregoing, in the event the Margin Call on any Business Dayarises solely as a result of Buyer’s determination of an adverse change in the value of the related Mortgaged Property as described in item (iv) of the definition of the term Credit Event, and if the related Seller shalldisputes in good faith such determination by Buyer, such Seller shall have the right by, within one the five (15) Business Day from the date period specified in Section 4.01(a)(i), giving Buyer written notice of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise dispute and depositing with Buyer (in an account within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretiondominion and control) the full amount of the Margin Deficit and, apply available Margin Excess pursuant the parties will proceed to Section 4.02 attempt to resolve such dispute within the next forty-five (45) days in whole accordance with the appraisal procedure set forth in Schedule 3 hereto, provided that, for the avoidance of doubt, any such dispute period shall not limit any other rights or in part to satisfy such Margin Deficit, in the amount and manner permitted by privileges of Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer▇▇▇▇▇’s forbearance election not to deliver, or to forbear from delivering delivering, a Margin Call margin deficit notice at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call margin deficit notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Assetexists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, General Repo Account and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset within one (1) Business Day after deposit and not, for the avoidance of doubt, on the next Remittance Date. (e) If the applicable Seller believes in good faith that the Credit Event or underlying circumstances that resulted in the most recent determination of Current Mark-to-Market Value of a Purchased Asset is no longer applicable or that the Market Value resulting from such Credit Event has otherwise materially increased, it may request that Buyer consider reassessing the Market Value of the subject Purchased Asset, and ▇▇▇▇▇ agrees to do so. If, as a result of such reassessment, Buyer determines, in its discretion, that the Market Value for such Purchased Asset has increased, and has received all required internal credit approvals necessary to do so, the Current Mark-to-Market Value shall be revised accordingly, subject to further adjustment as otherwise provided in this Agreement. Such Seller’s requests for Buyer to reassess the Market Value of Purchased Assets shall be limited to one (1) request per Purchased Asset per calendar quarter. Nothing in this Section 4.01(e) shall be interpreted to in any way reduce or mitigate Buyer’s sole power and discretion to determine Market Value or Credit Event. (f) If on any date within ninety (90) days following the Purchase Date of a particular Purchased Asset (and provided no Default or Event of Default has occurred and is then continuing and no Margin Deficit remains unpaid), either (i) the outstanding Purchase Price of such Purchased Asset has previously been reduced by one or more previous partial prepayments made by a Seller in accordance with Section 3.07, or (ii) on such Purchase Date, the Purchase Price of such Purchased Asset was, at such Seller’s request, less than the maximum Purchase Price approved by Buyer, as indicated on the related Confirmation, such Seller may deliver a written request to Buyer that Buyer pay to such Seller an amount equal to the amount of either (A) part or all of the partial prepayments described in clause (i) above, and/or (B) part or all of the difference described in clause (ii) above, and Buyer shall pay to such Seller the amount so requested within three (3) Business Days of the date of the related request, so long as, both immediately before and, on a pro forma basis, immediately after the date of each such payment, both the Minimum Portfolio Debt Yield Test and the PPV Test have not been breached. Prior to any such payment, such Seller shall prepare, and the Parties shall execute an amended and restated Confirmation that is otherwise acceptable to the Parties, reflecting such increased Purchase Price.

Margin Deficit. (a) If on any Business Day the Market Asset Value of a for one or more Purchased Asset Assets is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Purchase Price for such Purchased Asset (as of such date determined by Buyer in its discretion) (the excess, if any, a “Margin Deficit”), then Buyer shallmay give Seller notice of any such Margin Deficit. So long as no Default or Event of Default has occurred and is continuing, at any time when to the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right from time to time extent Excess Funding Capacity exists (as determined by Buyer in its sole and absolute discretion discretion), Buyer shall reallocate such Margin Deficit (a “Reallocation”) by increasing the Purchase Price for one or more other Purchased Assets (such Purchased Assets and the amounts of such increases to be determined by Buyer) so long as (i) such Reallocations do not result in a Default, an Event of Default or a Margin Deficit with respect to any other Purchased Asset as reasonably determined by Buyer and (ii) as a result of such Reallocations, (A) the Approved Applicable Percentage shall not be exceeded for any Purchased Asset, as determined by Buyer, (B) no Purchased Asset shall have a PPV in excess of the Required PPV Percentage, as reasonably determined by Buyer, (C) each Purchased Asset must have a Debt Yield at least equal to the Required Debt Yield Percentage, as reasonably determined by Buyer, (D) each Purchased Asset shall continue to be an Eligible Asset after such Reallocation, and (E) the Concentration Limits shall not be exceeded for any Purchased Asset; provided, however, in no event shall Buyer increase the Purchase Price for a Purchased Asset with an outstanding Margin Deficit. In connection with any such Reallocation, Seller shall execute new Confirmations promptly following request of Buyer. Seller understands and acknowledges that Reallocations may not be possible or, if possible, may not fully eliminate the Margin Deficit and that the manner, method and all other factors relating to such Reallocation are in Buyer’s sole and absolute discretion. (b) If a Reallocation does not occur or, if a Reallocation occurred but the same did not fully eliminate the Margin Deficit, then Buyer may make a margin call in writing (a “Margin Call”) on Seller for the remaining Margin Deficit. If Buyer determines to Seller. (b) Upon delivery of make a Margin Call on any Business DaySeller to correct the Margin Deficit, Seller shall, within one (1) Business Day after notice from Buyer (the date of the related “Margin Call if such Margin Call is delivered by 3:00 p.m. New York City timeCorrection Deadline”), otherwise within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the an amount necessary (as to eliminate such amount may be reduced by any application of Margin Excess pursuant to clause (iDeficit or repurchase the Purchased Asset(s) above) to fully cure which resulted in the related Margin DeficitCall. (c) In no case Failure to satisfy any Margin Deficit by the Margin Correction Deadline shall result in an Event of Default under this Agreement. (d) For the avoidance of doubt, Buyer may require the elimination of a Margin Deficit with respect to a single Purchased Asset or multiple Purchased Assets. (e) Buyer’s forbearance from delivering election not to give notice of a Margin Deficit or otherwise make a Margin Call at any time there is a Margin Deficit be deemed to shall not waive such the Margin Deficit or in any way limit, stop limit or impair Buyer’s right to deliver a Margin Call Deficit notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Assetexists. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (df) All Except as otherwise required by Buyer, all cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall AccountAccount and, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such the Purchased AssetAsset(s) to which the Margin Deficit relates.

Margin Deficit. (a) If With respect to any Purchased Asset or group of Purchased Assets, if on any Business Day date either of the Market Value of a following has occurred (I) for any individual Purchased Asset (X) a Credit Event with respect to such Purchased Asset has occurred and (Y) an amount equal to the product of the Applicable Percentage for such Purchased Asset, multiplied by its Market Value, is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Purchase Price for such Purchased Asset as of such date date, or (II) one or more of the Purchased Assets has caused Seller to violate the Facility Debt Yield Test (the excessamount of any shortfall under clause (I) or the amount necessary to cure any violation under clause (II), if any, a “Margin Deficit”), then Buyer shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, shall have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing on Seller (a “Margin Call”) in an amount equal to the amount of the related Margin Deficit; provided that, (i) prior to the occurrence and continuation of a Default or an Event of Default, Buyer shall only make a Margin Call if the related Margin Deficit or Margin Deficits exceeds the Material Impairment Threshold, (ii) prior to the occurrence and continuance of a Default or an Event of Default, Buyer shall not make any Margin Call under clause (I) above in connection with any Purchased Asset that accrues interest at a floating rate to the extent that the related Margin Deficit resulted from interest rate changes and/or credit spread movements, and (iii) for the avoidance of doubt, but subject to the foregoing clauses (i) and (ii), Buyer shall be permitted to make Margin Calls hereunder in connection with multiple assets at the same time. In lieu of the satisfaction by Seller of a Margin Call under clause (I) above through the payment of cash or in combination with Seller’s payment of cash, Buyer may elect, in its sole and absolute discretion, upon a written request of Seller that satisfies all of the requirements set forth in clauses (w) through (z) below (to be received prior to the date that the related Margin Deficit is due), to reallocate any then-currently available Margin Excess in order to eliminate the related Margin Deficit by increasing the Purchase Price of a Purchased Asset with the related Margin Excess and decreasing the Purchase Price of the Purchased Asset that is the subject of the related Margin Call. Any such written request for reallocation shall include the following, with such back-up calculations as Buyer may require: (w) the Purchased Asset(s) with respect to which Margin Excess exists and the amount of such Margin Excess that Seller requests be re-allocated, (x) the Purchased Asset to which Seller is requesting such Margin Excess be applied, the new Purchase Price of such Purchased Asset and the new Purchase Price of the Purchased Asset with the related Margin Excess, in each case, after giving pro forma effect to such allocation, (y) the amount of the Margin Deficit on the Purchased Asset to which such Margin Excess is to be applied both immediately prior to and immediately after giving pro forma effect to such allocation and (z) a certification from Seller that no Default or Event of Default has occurred and is continuing (except as would be cured by such reallocation). Upon Buyer's independent confirmation, to be made in ▇▇▇▇▇’s sole discretion, that the Margin Excess Requirements have been satisfied and the conclusions and calculations set forth in Seller's written request comply with the requirements set forth above, Buyer may, in its sole and absolute discretion, reallocate the related Margin Excess to those Purchased Assets for which Margin Deficits would otherwise exist, as determined by Buyer in its sole discretion, and, immediately thereafter, Seller shall execute and deliver new Confirmations acceptable to Buyer reflecting the new Purchase Price of all affected Purchased Assets. (b) Upon delivery To the extent any Margin Deficit that is subject to a Margin Call under Section 4.01(a)(I) above is not eliminated by way of a Margin Excess reallocation pursuant to Section 4.01(a), or in the case of any Margin Call on any Business Dayunder Section 4.01(a)(II) above, in each case, Seller shall, within one three (13) Business Day Days after notice from the date of the related Buyer that a Margin Call has occurred (provided that, if such Margin Call notice is delivered by 3:00 to Seller after 1:00 p.m. (New York City time), otherwise within two such three (23) Business DaysDay period shall USActive 62941057.3 -44- 165607677_2 commence on the Business Day following ▇▇▇▇▇’s delivery thereof), at Seller’s option (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in Buyer, (ii) repurchase Purchased Assets at the amount necessary Repurchase Price thereof, or (as iii) choose any combination of the foregoing, so that, after giving effect to such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure transfers, repurchases and payments, the related Margin DeficitDeficit is fully cured. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer▇▇▇▇▇, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of either (i) in connection with any Margin Deficit under Section 4.01(a)(I), the Purchased Asset to which such Margin Deficit relates, or (ii) in connection with any Margin Deficit under Section 4.01(a)(II), to the unpaid Purchase Price(s) of such Purchased AssetAsset(s) as Buyer shall determine in its sole discretion. Immediately after the satisfaction by ▇▇▇▇▇▇ of each Margin Call hereunder, ▇▇▇▇▇▇ and ▇▇▇▇▇ shall execute and deliver the appropriate amended and restated Confirmations.

Margin Deficit. (a) If on any Business Day date (i) the Market Value of a any Purchased Asset (excluding Additional Purchased Assets and Margin Assets) is less than (ii) the product of (A) the Buyer’s Maximum Margin Percentage times of such Purchased Asset and (B) the outstanding Repurchase Purchase Price for of such Purchased Asset as of such date (the excess, if any, of (ii) over (i), an “Asset Margin Deficit”); and after Buyer’s application of the Pledged Market Value of any Additional Purchased Assets related to such Purchased Asset previously transferred to Buyer to reduce the Asset Margin Deficit, such Asset Margin Deficit equals or exceeds the Minimum Margin Call Amount, Seller shall, upon notice from Buyer (such notice, an “Asset Margin Call”), transfer to Buyer cash, or if Seller and Buyer (in its discretion) agree, transfer to Buyer Additional Purchased Assets and Margin Assets for no additional consideration, so that after giving effect to such payments or transfers, the product of (x) the Market Value of such Purchased Asset and (y) the Applicable Percentage of such Purchased Asset exceeds the Purchase Price of such Purchased Asset; provided that in the Buyer’s discretion, Seller may request that the Pledged Market Value of any previously delivered Additional Purchased Assets or Margin Assets be applied to reduce any Asset Margin Deficit to satisfy the related Asset Margin Call, provided further, for the avoidance of doubt, that the Pledged Market Value of any Additional Purchased Asset or Margin Assets shall not be applied to more than one Asset Margin Deficit on any date. (b) If on an Early Repurchase Date or Remittance Date, the (i) aggregate Market Value of the Purchased Assets (excluding Additional Purchased Assets and Margin Assets) is less than (ii) the sum of the products for all Purchased Assets of (A) the Purchase Price of each Purchased Asset and (B) the Buyer’s Margin Percentage for such Purchased Asset (the excess, if any, of (ii) over (i), a “Pool Margin Deficit” and any Asset Margin Deficit or Pool Margin Deficit, each also a “Margin Deficit”); and after Buyer’s application of the Pledged Market Value of any Additional Purchased Assets and Margin Assets previously transferred to Buyer to reduce the Pool Margin Deficit, then Buyer such Pool Margin Deficit is greater than zero, Seller shall, at upon notice from Buyer (such notice, a “Pool Margin Call”, and any time when the then-current aggregate unpaid Asset Margin Deficits with respect to all Purchased Assets exceeds $250,000Call or Pool Margin Call, have the right from time to time as determined in its sole and absolute discretion to make each also a margin call in writing (“Margin Call”), transfer to Buyer cash, or if Seller and Buyer (in it is discretion) agree, transfer to SellerBuyer Additional Purchased Assets and Margin Assets for no additional consideration, so that in each case, after giving effect to such transfers or payments, such Pool Margin Deficit is reduced to zero. (bc) Upon delivery Buyer shall apply the funds or Additional Purchased Assets and Margin Assets received in satisfaction of a Margin Call Deficit to the Repurchase Obligations in such manner as Buyer determines. Notice of a Margin Deficit may be given by any means provided in this Agreement. Any notice received before 11:00 a.m. New York City time on any Business Day, Seller shall, within one (1) a Business Day from the date shall be met with payment of cash or transfer of Additional Purchased Assets, and the related Margin Call if such Margin Call is delivered by 3:00 satisfied, no later than 5:00 p.m. New York City timetime on the following Business Day; notice received after 11:00 a.m. New York City time on a Business Day shall be met with payment of cash or transfer of Additional Purchased Assets, otherwise within and the related Margin Call satisfied, no later than 5:00 p.m. New York City time two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy Days following the date of such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficitnotice. (cd) In no case shall Buyer’s forbearance from delivering election not to deliver a Margin Call at any time there is a Margin Deficit be deemed to shall not waive such the Margin Deficit or in any way limit, stop limit or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin Deficit exists on the same or any other Purchased Assetexists. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (de) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into an account designated by the Waterfall Account, except as directed by Buyer, Buyer and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset. (f) Additional Purchased Assets transferred to Buyer in satisfaction of a Margin Deficit pursuant to the Section 4.01 shall become property of Buyer to the same extent as are Purchased Assets.

Margin Deficit. (a) If If, as determined by Buyer in its discretion, (i) a Credit Event has occurred, (ii) the Asset Value for one or more Purchased Assets is less than the outstanding Purchase Price for such Purchased Asset (excluding changes in the Asset Value of Purchased Assets that are due solely to interest rate spreads or credit spreads), (iii) the Debt Yield for all Purchased Assets (on any Business Day a combined basis) is less than the Market Required Portfolio Debt Yield Percentage or (iv) a Confirmation for a Purchased Asset permits the Buyer to reduce the Asset Value of a Purchased Asset is less than upon the product occurrence or non-occurrence of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Price a specified event or events for a specified amount or an amount to be determined by Buyer and such Purchased Asset event has occurred or failed to occur, as of such date determined by Buyer (the excessoccurrence of any such event under clauses (i), if any(ii), (iii) and/or (iv) and the CHAR1\1716309v16 related Deficit Amount, a “Margin Deficit”), then Buyer may give Seller notice of any such Margin Deficit. So long as no Default or Event of Default has occurred and is continuing and to the extent that any Excess Funding Capacity exists, Buyer shall, at to the extent of any time when Excess Funding Capacity, reallocate such Margin Deficit (a “Reallocation”) to one or more Purchased Assets with Excess Funding Capacity by increasing the then-current aggregate unpaid Purchase Price for one or more such other Purchased Assets (such Purchased Assets with Excess Funding Capacity and the amounts of such increases to be determined by Buyer in its discretion) so long as, and in each case, subject to satisfaction of the following: (A) such Reallocations do not result in a Default, an Event of Default or a Margin Deficits Deficit with respect to all any other Purchased Asset as determined by Buyer and (B) as a result of such Reallocations, (I) no Purchased Asset shall have a PPV in excess of the Maximum PPV Percentage, as determined by Buyer, (II) each Purchased Asset must have a Debt Yield at least equal to the Required Debt Yield Percentage (if any), as determined by Buyer, (III) each Purchased Asset shall continue to be an Eligible Asset after such Reallocations, (IV) the Purchased Assets (on a combined basis) satisfy the Required Portfolio Debt Yield Percentage, (V) the applicable requirements and conditions set forth in Section 3.01, to the extent not specified in this Section 4.01 are satisfied or will be satisfied after giving effect to such Reallocations, (VI) no Purchased Asset shall have an Applicable Percentage that exceeds $250,000the Applicable Percentage set forth in the related Confirmation, have (VII) the right from time Concentration Limits shall not be exceeded for any Purchased Asset, and (VIII) Buyer has received evidence satisfactory to time as determined Buyer in its sole discretion of the continuing enforceability of the Guaranty and absolute discretion to make the current compliance by the Guarantor with all Financial Covenants and other obligations set forth in the Repurchase Documents; provided, however, in no event shall Buyer increase the Purchase Price for a margin call in writing (“Purchased Asset with an unsatisfied Margin Call”) to Seller. (b) Upon delivery of a Margin Call on . In connection with any Business Daysuch Reallocation, Seller shallshall execute replacement Confirmations acceptable to Buyer in its discretion promptly (but, in any event, within one (1) Business Day Day) following the request of Buyer. Seller understands and acknowledges that Reallocations may not be possible or, if possible, may not fully eliminate the Margin Deficit and that, subject to Seller’s rights set forth herein, the manner, method and all other factors relating to such Reallocation are in Buyer’s discretion. (b) If a Reallocation does not occur or, if a Reallocation occurred but the same did not fully eliminate the Margin Deficit, then Buyer may in its discretion give Seller written notice of such Margin Deficit and the related Deficit Amount in connection with such Margin Deficit and make a margin call (a “Margin Call”) on Seller for the Margin Deficit (such notice the “Margin Call Notice”); provided, however, unless a Default or Event of Default exists, Buyer shall not make a Margin Call until the Margin Deficit equals or exceeds the Margin Threshold. On or before the Margin Correction Deadline (time being of the essence), Seller shall pay to Buyer in immediately available funds the full amount of Margin Deficit set forth in such Margin Call Notice. Seller shall, prior to the Margin Correction Deadline, remit to Buyer all Unrestricted Cash in satisfaction of such Margin Deficit, provided, that, to the extent Unrestricted Cash is insufficient to satisfy the applicable Margin Deficit in full, and, by the Margin Correction Deadline, Seller remits any Unrestricted Cash and no Default or Event of Default exists (other than a Default related to such unpaid Margin Deficit which is the subject of the Margin Call CHAR1\1716309v16 Notice), then such period shall be extended and Seller shall have a total of five (5) Business Days from the date of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part Notice to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related remaining Margin Deficit. (c) In no case Failure to satisfy any Margin Deficit by the Margin Correction Deadline shall result in an Event of Default under this Agreement. (d) For the avoidance of doubt, Buyer may require the elimination of a Margin Deficit with respect to a single Purchased Asset or multiple Purchased Assets. (e) Buyer’s forbearance from delivering election in its discretion not to give notice of a Margin Deficit or otherwise make a Margin Call at any time there is a Margin Deficit be deemed to shall not waive such the Margin Deficit or in any way limit, stop limit or impair Buyer’s right to deliver a Margin Call Notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Assetexists. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (df) All Except as otherwise required by Buyer, all cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall AccountAccount and, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied by Buyer to reduce the Purchase Price of the Purchased Asset(s) to which the Margin Deficit relates. With respect to the Purchased Assets for which the Margin Deficit was applied, Seller shall execute replacement Confirmations reflecting the applicable change to the Purchase Price of the related Purchased Assets promptly following the payment of such Purchased AssetMargin Deficit.

Margin Deficit. (a) If on any Business Day date (I) the Market Value of a Purchased Asset (excluding any changes in the Market Value that are due to interest rate or credit spread movements) is less than the product of (A) Buyer’s the Margin Percentage times (B) the outstanding Repurchase Purchase Price for such Purchased Asset as of such date (the excess, if any, a “Margin Deficit”)) or (II) the Facility Debt Yield Test is not satisfied as of such date, then Buyer shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, shall have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing on Seller (a “Margin Call”) to Seller). (b) Upon delivery of Buyer making a Margin Call on any Business Dayin accordance with this Agreement, Seller shall, within one (1) Business Day from the date of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy Days after notice of such Margin Deficit, in the amount and manner permitted by Call from Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in Buyer, so that, after giving effect to such transfer, the amount necessary (Margin Deficit is cured or the Facility Debt Yield Test is satisfied, as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficitapplicable. (c) In no case shall Buyer’s forbearance election not to deliver, or to forbear from delivering delivering, a Margin Call at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit Call or in any way limit, stop or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin Deficit exists on the same or any other Purchased AssetCall exists. Buyer’s rights relating to Margin Calls under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) A Margin Call may be made with respect to a single Purchased Asset or multiple Purchased Assets in Buyer’s sole and absolute discretion. Seller and Buyer shall execute and deliver updated Confirmations for all related Purchased Assets to reflect the terms and conditions of any Margin Calls effectuated pursuant to the terms of this Article 4. (e) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset.

Margin Deficit. (a) If on any Business Day date (i) the Market Value of a for any Purchased Asset (as determined by Buyer) is less than (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Repurchase Purchase Price for such Purchased Asset as of such date (the excess, if any, of (ii) over (i), a “Margin Deficit”), then Buyer Seller shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right within three (3) Business Days after notice from time to time as determined in its sole and absolute discretion to make Buyer (a margin call in writing (“Margin Call”), transfer cash to Buyer in an amount at least equal to such Margin Deficit. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) to Sellerare set forth in the Fee and Pricing Letter, and are hereby incorporated by reference. (b) Upon delivery Notwithstanding the foregoing, in lieu of the satisfaction by Seller of a Margin Call on any Business Daythrough the payment of cash, or in combination with Seller’s payment of cash, Seller shall, may deliver a written request to Buyer (to be delivered to Buyer within one (1) Business Day from following the date of the related Margin Call if Call) to reallocate any then-currently available Additional Purchase Advance Available Amounts in order to eliminate the related Margin Deficit by increasing the Purchase Price of a Purchased Asset with the related Additional Purchase Advance Available Amount and decreasing the Purchase Price of the Purchased Asset that is the subject of the related Margin Call. Any such Margin Call is delivered written request for reallocation shall include a certification by 3:00 p.m. New York City time, otherwise within two Seller setting forth the following: (2w) Business Daysthe Purchased Asset(s) with respect to which Seller requests that Buyer reallocate Additional Purchase Advance Available Amounts and the amount of such Additional Purchase Advance Available Amount(s) that Seller requests be re-allocated, (ix) subject the Purchased Asset(s) to Buyer’s approval which Seller is requesting such Additional Purchase Advance Available Amount be applied, the new Purchase Price of each such Purchased Asset and the new Purchase Price of the Purchased Asset(s) from which the related Additional Purchase Advance Available Amount(s) are being reallocated, in Buyer’s sole discretioneach case, apply available after giving pro forma effect to such reallocation, (y) the amount of the Margin Excess pursuant Deficit on the Purchased Asset(s) to Section 4.02 which any such Additional Purchase Advance Available Amount is to be applied in whole or in part order to satisfy reduce the Purchase Price(s) thereof so as to eliminate such Margin Deficit, both immediately prior to and immediately after giving pro forma effect to such reallocation, and (z) that no Default or Event of Default exists (except, in the amount case of a Default, as would be cured by such reallocation). Provided that ▇▇▇▇▇ has determined that (A) the Reallocation Conditions have been satisfied and manner permitted by Buyer(B) the proposed reallocation(s) will not exceed the Additional Purchase Advance Available Amount(s) of the applicable Purchased Asset(s), in Buyer’s sole discretion and/or (iiBuyer shall reallocate the related Additional Purchase Advance Available Amount(s) transfer cash to the Purchased Asset(s) to which such Margin Call relates, and, immediately thereafter, Seller shall execute and deliver new Confirmations acceptable to Buyer reflecting the new Purchase Prices of all affected Purchased Assets. To the extent any Margin Deficit that is subject to a Margin Call under Section 4.01(a) above is not eliminated in the amount necessary (as such amount may be reduced full by any application way of Margin Excess a reallocation of Additional Purchase Advance Available Amounts pursuant to clause (i) above) to this Section 4.01(b), Seller shall fully cure the related Margin DeficitDeficit in accordance with Section 4.01(a) within the time period set forth in Section 4.01(a). (c) In no case shall Buyer’s forbearance election not to deliver, or to forbear from delivering delivering, a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on for the same or any other Purchased AssetAsset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied). Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer▇▇▇▇▇, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset. Immediately after the satisfaction by ▇▇▇▇▇▇ of each Margin Call hereunder, ▇▇▇▇▇▇ and ▇▇▇▇▇ shall execute and deliver the appropriate amended and restated Confirmations.

Margin Deficit. (a) If on at any Business Day time the Market Value aggregate Margin Amount of a all Purchased Asset Loans subject to all Transactions hereunder is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding aggregate Repurchase Price for such Purchased Asset as of such date (excluding Price Differential), minus, without duplication, cash transfers previously made from the excessSeller to the Agent in response to previous Margin Calls, if any, for all such Transactions, a margin deficit (a “Margin Deficit”) will exist. If at any time the Margin Deficit exceeds One Million Dollars ($1,000,000), then Buyer shall, at any time when by notice to the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right from time to time as determined in its sole and absolute discretion to make Seller (a margin call in writing (“Margin Call”), the Agent shall require the Seller to transfer (for the account of the Buyers) to the Agent (in the case of cash) or the Custodian (in the case of Additional Purchased Loans, as defined below), as appropriate, either (at the Seller’s option) cash, additional Eligible Loans reasonably acceptable to the Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Price of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) Upon delivery On any Business Day on which the aggregate Margin Amount of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price (excluding Price Differential) 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 Agent shall, upon receipt of a Margin Call on any Business Day, Seller shall, within one (1) Business Day written request from the date of the related Margin Call if Seller and provided such Margin Call is delivered Excess exceeds One Million Dollars ($1,000,000), remit cash or authorize Custodian to release Purchased Loans, as requested by 3:00 p.m. New York City timethe Seller, otherwise within two (2) Business Days, in either case in an amount equal to the lesser of (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount requested by the Seller and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limitExcess, stop or impair Buyer’s right subject always to deliver a Margin Call at any time when the same or any other Margin Deficit exists on limitations of this Agreement. If cash is to be remitted, the same or any other Purchased Asset. Buyer’s rights Agent shall treat the receipt of the written request of the Seller under this Section 4.01 are cumulative and in addition 6.1(b) as if it were a request for a Transaction. To the extent the Agent remits cash to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. Seller, such cash shall be (dA) All cash transferred to Buyer pursuant to this Section 4.01 additional Purchase Price with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by BuyerTransactions, and notwithstanding any provision (B) subject in Section 5.02 or 5.03 all respects to the contrary, provisions and limitations of this Agreement. Each Buyer shall be applied to reduce the Purchase Price of such Purchased Asset.fund its Pro Rata

Margin Deficit. (a) If The Administrative Agent will recalculate the Purchase Value of all Purchased Loans on any Business Day date that the Market Value of a Purchased Asset Loans is calculated by the Administrative Agent or Syndication Agent as described in Section 6.6 and on any other date if requested by the Syndication Agent or at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding aggregate Repurchase Price for such Purchased Asset as of such date (excluding Price Differential minus cash transfers previously made from Seller to the excessAdministrative Agent in response to previous Margin Calls, if any, ) for all such Transactions (a “Margin Deficit”), then Buyer shall, at any time when by notice to the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right from time to time as determined in its sole and absolute discretion to make Seller (a margin call in writing (“Margin Call”), the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) Upon delivery of a Margin Call on On any Business DayDay on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), Seller so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, within one (1) Business Day upon receipt of written request from the date Seller, remit cash or release Purchased Loans as requested by Seller, in either case, in an amount equal to the lesser of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount requested by the Seller and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limitExcess, stop or impair Buyer’s right subject always to deliver a Margin Call at any time when the same or any other Margin Deficit exists on limitations of this Agreement. If cash is to be remitted the same or any other Purchased Asset. Buyer’s rights Administrative Agent shall treat the receipt of the written request of Seller under this Section 4.01 are cumulative and in addition 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. Seller, such cash shall be (dy) All cash transferred to Buyer pursuant to this Section 4.01 additional Purchase Price with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by BuyerTransactions, and notwithstanding any provision (z) subject in Section 5.02 or 5.03 all respects to the contrary, provisions and limitations of this Agreement. Each Buyer shall be applied to reduce the fund its Pro Rata share of such additional Purchase Price as if the remission of such Purchased AssetMargin Excess were the initiation of a Transaction hereunder.

Margin Deficit. (a) If on any Business Day the Market Value of a Purchased Asset is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Price for such Purchased Asset as of such date (the excess, if any, “Margin Deficit”), then Buyer shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing (“Margin Call”) to Seller. (b) . • Upon delivery of a Margin Call on any Business Day, Seller shall, within one (1) Business Day from the date of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) . • In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) . • All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer▇▇▇▇▇, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset.

Margin Deficit. (a) If on any Business Day date the Market Value of a all Purchased Asset Mortgage Loans and Purchased REMIC Certificates (taking into account the Market Value of the Underlying Mortgage Loans) is less than the product of (A) Buyer’s Margin Percentage times (B) the aggregate outstanding Repurchase Purchase Price for such Purchased Asset Assets as of such date date, a margin deficit shall exist (the excess, if any, a “Mortgage Loan/REMIC Margin Deficit”), then Buyer shall, at . If on any time when date the then-current aggregate unpaid Margin Deficits with respect to Market Value of all Purchased REO Entity Interests (taking into account the Market Value of the related REO Properties)is less than the product of (A) Buyer’s Margin Percentage times (B) the aggregate outstanding Purchase Price for such Purchased Assets exceeds $250,000as of such date, have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing deficit shall exist (an “REO Margin Deficit”). If on any date that a Mortgage Loan/REMIC Margin Deficit exists and a Margin Call Trigger Event shall have occurred, Buyer may provide a Margin Call Notice to Sellers notifying Sellers of such Margin Deficit (a “Margin Call”) and such Margin Call Notice shall require Sellers, upon Buyer’s direction or, in the case of a Margin Deficit arising solely because one or more of such Purchased Assets have ceased to be an Eligible Asset, at Seller’s option, to either (i) transfer cash to Buyer, (ii) transfer to Buyer or its designee (including Custodian) for no additional consideration additional Eligible Assets (“Additional Purchased Assets”), or (iii) choose any combination of the foregoing, so that, after giving effect to such transfers and payments, the aggregate outstanding Purchase Price for all Purchased Mortgage Loans and Purchased REMIC Certificates does not exceed the product of (A) the aggregate Market Value thereof times (B) the Applicable Purchase Price Percentage. If on any date that an REO Margin Deficit exists and a Margin Call Trigger Event shall have occurred, Buyer may provide a Margin Call Notice to Sellers notifying Sellers of such Margin Deficit (a “Margin Call”) and Sellers may, but shall have no obligation to, (i) transfer cash to Buyer, (ii) transfer to Buyer or its designee (including Custodian) for no additional consideration additional Eligible Assets (“Additional Purchased Assets”), or (iii) choose any combination of the foregoing, so that, after giving effect to such transfers, repurchases and payments, the aggregate outstanding Purchase Price for all Purchased REO Entity Interests does not exceed the product of (A) the aggregate Market Value thereof times (B) the Applicable Purchase Price Percentage. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines; provided that any funds received from Sellers to satisfy an REO Margin Deficit shall be applied to satisfy such REO Margin Deficit and any funds received from Sellers to satisfy a Mortgage Loan/REMIC Margin Deficit shall be applied to satisfy such Mortgage Loan/REMIC Margin Deficit. For the avoidance of doubt a Margin Call may be made with respect to a single Purchased Asset or multiple Purchased Assets. (b) Upon Margin Call Notices delivered pursuant to a Margin Call in Section 4.01(a) may be given by any written means. Any Margin Call Notice with respect to a Mortgage Loan/REMIC Margin Deficit given before 11:00 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 following Business Day; notice given after 11:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 11:00 a.m. (New York City time) on the second Business Day following such notice delivery (the foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of Buyer, on any Business Dayone or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Notwithstanding anything to the contrary herein, in no event shall Buyer have recourse against any Seller shallfor failing to cure a Margin Deficit with respect to the REO Entity Interests, within one (1) Business Day from and any recourse to the date of the related Margin Call if Guarantor for any such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, (i) Deficit shall be subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin DeficitRecourse Limit. (c) In no case shall Buyer’s forbearance from delivering election not to deliver a Margin Call at any time there is a Margin Deficit be deemed to shall not waive such the Margin Deficit or in any way limit, stop limit or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin Deficit exists on the same or any other Purchased Assetexists. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account or REO Collection Account, as applicable, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset.

Margin Deficit. If at any time the Asset Value of a Purchased Asset, plus any previously tendered Deficit Cure Amount (aor, if a Deficit Cure Amount was provided by an Additional Asset, the lesser of such Deficit Cure Amount and the product of (x) If on any Business Day the Market Value of a Purchased such Additional Asset and (y) the Purchase Rate for such Additional Asset), is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Price Amount for such Purchased Asset as of such date (the excess, if any, “a "Margin Deficit”"), then Buyer shallmay by notice to Seller in the form of Exhibit IX (as such notice is more particularly set forth below, at any time when a "Margin Deficit Notice") require Seller to, no later than 5:00 p.m. on the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have third Business Day following the right from time to time as determined in its sole and absolute discretion to make a margin call in writing (“Margin Call”) to Seller. (b) Upon delivery receipt of a Margin Call Deficit Notice, (or if such time falls on any a day that is not a Business Day, Seller shall, within one (1) no later than the corresponding time on the first Business Day from following the date receipt of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City timenotice), otherwise within two (2) Business Daysat Seller's option, (i) subject sell to Buyer’s approval Buyer for no additional consideration (by transfer to Buyer or its designee) additional Eligible Assets with respect to which information has been furnished to Buyer in Buyer’s accordance with the procedures set forth in Article III and which have been approved by Buyer in its sole discretiondiscretion ("Additional Assets"), apply available Margin Excess pursuant (ii) repurchase, in whole, the Purchased Asset giving rise to Section 4.02 in whole or in part to satisfy such Margin Deficit, (iii) make a payment in reduction of the Repurchase Price of such Purchased Asset, (iv) deposit cash in the amount and manner permitted by BuyerMargin Account, or (v) choose any combination of the foregoing, in Buyer’s sole discretion and/or each case in an amount (ii) transfer cash to Buyer or, in the amount necessary (as case of Additional Assets, having a deemed Purchase Price in an amount)(such amount, in each case, a "Deficit Cure Amount") such amount may be reduced by any application of Margin Excess pursuant that, after giving effect to clause (i) above) to fully cure the related Margin Deficit. (c) In such transfers, repurchases and payments, no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin Deficit exists on the same or any other Purchased Assetshall then exist. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into in the Waterfall Account, except as directed by Buyer, Margin Account and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied by Buyer to reduce the Purchase Repurchase Price of such the Purchased AssetAsset giving rise to the Margin Deficit on the next Payment Date.

Margin Deficit. (a) If on at any Business Day time the Market aggregate Purchase Value of a all Purchased Asset Loans subject to all Transactions hereunder is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding aggregate Repurchase Price for such Purchased Asset as of such date (excluding Price Differential), minus, without duplication, cash transfers previously made from the excessSeller to the Agent in response to previous Margin Calls, if any, for all such Transactions (a “Margin Deficit”), then Buyer shall, at any time when by notice to the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right from time to time as determined in its sole and absolute discretion to make Seller (a margin call in writing (“Margin Call”), the Agent shall require the Seller to transfer (for the account of the Buyers) to the Agent (in the case of cash) or the Custodian (in the case of Additional Purchased Loans, as defined below), as appropriate, either (at the Seller’s option) cash, additional Eligible Loans reasonably acceptable to the Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) Upon delivery On any Business Day on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price (excluding Price Differential) 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 Agent shall, upon receipt of a Margin Call on any Business Day, Seller shall, within one (1) Business Day written request from the date Seller, remit cash or authorize Custodian to release Purchased Loans, as requested by the Seller, in either case in an amount equal to the lesser of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount requested by the Seller and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limitExcess, stop or impair Buyer’s right subject always to deliver a Margin Call at any time when the same or any other Margin Deficit exists on limitations of this Agreement. If cash is to be remitted the same or any other Purchased Asset. Buyer’s rights Agent shall treat the receipt of the written request of the Seller under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under 6.1(b) as if it were a request for a Transaction. To the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into extent the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset.Agent remits 45 Bodman_16842095_7

Margin Deficit. (a) If on any Business Day the Market Asset Value of a for one or more Purchased Asset Assets is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Purchase Price for such Purchased Asset(s) (as determined by Buyer n▇▇ basis) shall equal or exceed the Required Portfolio Debt Yield Percentage, (D) each Purchased Asset as of shall continue to be an Eligible Asset after such date in its discretion) (the excessexistence of any such event and the related Deficit Amount, if any, a “Margin Deficit”), then Buyer shallmay in its discretion give Seller notice of the Deficit Amount in connection with any such Margin Deficit. So long as no Default or Event of Default has occurred and is continuing, at any time when Buyer may, in its discretion, reallocate such Margin Deficit (a “Reallocation”) by increasing the then-current aggregate unpaid Purchase Price for one or more other Purchased Assets (such Purchased Assets and the amounts of such increases to be determined by Buyer) so long as (i) such Reallocations do not result in a Default, an Event of Default or a Margin Deficits Deficit with respect to any other Purchased Asset as determined by Buyer and (ii) as a result of such Reallocations, (A) no Purchased Asset shall have a PPV in excess of the Required PPV Percentage, as determined by Buyer, (B) each Purchased Asset must have a Debt Yield at least equal to the Required Debt Yield Percentage, as determined by Buyer, (C) the Debt Yield for all Purchased Assets exceeds $250,000(on a combiReallocation, have and (E) the right from time Concentration Limits shall not be exceeded for any Purchased Asset; provided, however, in no event shall Buyer increase the Purchase Price for a Purchased Asset with an outstanding Margin Deficit. In connection with any such Reallocation or payment of a Margin Deficit, Seller shall execute new Confirmations promptly following request of Buyer. Seller understands and acknowledges that Reallocations may not be possible or, if possible, may not fully eliminate the Margin Deficit and that the manner, method and all other factors relating to time as determined such Reallocation are in its sole and absolute discretion to Buyer’s discretion. (b) If a Reallocation does not occur or, if a Reallocation occurred but the same did not fully eliminate the Margin Deficit, then Buyer may make a margin call in writing (a “Margin Call”) on Seller for the remaining Margin Deficit. If Buyer determines to Seller. (b) Upon delivery of make a Margin Call on any Business DaySeller to correct the Margin Deficit, Seller shall, within one (1) Business Day after notice from Buyer (the date of the related “Margin Call if such Margin Call is delivered by 3:00 p.m. New York City timeCorrection Deadline”), otherwise within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the an amount necessary (as to eliminate such amount may be reduced by any application of Margin Excess pursuant to clause (iDeficit or repurchase the Purchased Asset(s) above) to fully cure which resulted in the related Margin DeficitCall. (c) In no case Failure to satisfy any Margin Deficit by the Margin Correction Deadline shall result in an Event of Default under this Agreement. (d) For the avoidance of doubt, Buyer may require the elimination of a Margin Deficit with respect to a single Purchased Asset or multiple Purchased Assets. (e) Buyer’s forbearance from delivering election not to give notice of a Margin Deficit or otherwise make a Margin Call at any time there is a Margin Deficit be deemed to shall not waive such the Margin Deficit or in any way limit, stop limit or impair Buyer’s right to deliver a Margin Call Deficit notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Assetexists. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (df) All Except as otherwise required by Buyer, all cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall AccountAccount and, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such the Purchased AssetAsset(s) to which the Margin Deficit relates.

Margin Deficit. (a) If on any Business Day date (i) the Market Value of a all Purchased Asset Assets that are Eligible Assets is less than (ii) the product sum of the products for each Purchased Asset of (A) Buyer’s Margin Percentage for such Purchased Asset times (B) the outstanding Repurchase Price for such Purchased Asset as of such date (the excess, if any, of (ii) over (i), a “Margin Deficit”), then and such Margin Deficit is greater than the Minimum Margin Amount, the Sellers shall upon notice from Buyer shall(such notice, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing (“Margin Call”) transfer to SellerBuyer cash, so that after giving effect to such payments, the Margin Deficit has been reduced to zero. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines. Notice of a Margin Deficit may be given by any means provided in this Agreement. Any notice received before 11:00 a.m. New York City time on a Business Day shall be met with payment of cash, and the related Margin Call satisfied, no later than 5:00 p.m. New York City time on the following Business Day; notice received after 11:00 a.m. New York City time on a Business Day shall be met with payment of cash, and the related Margin Call satisfied, no later than 5:00 p.m. New York City time two (2) Business Days following the date of such notice. (b) Upon delivery of a Margin Call on any Business Day, Seller shall, within one (1) Business Day from the date of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant election not to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer’s forbearance from delivering deliver a Margin Call at any time there is a Margin Deficit be deemed to shall not waive such the Margin Deficit or in any way limit, stop limit or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin Deficit exists on the same or any other Purchased Assetexists. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (dc) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall AccountAccount and, except as directed by Buyer, and notwithstanding any provision in the provisions of Section 5.02 or 5.03 to the contrary5.02, shall be applied to reduce the Purchase Price of such Purchased Asset.

Margin Deficit. (a) If on any Business Day date (i) the Market Value of a any Purchased Asset which is RMBS (excluding Additional Purchased Assets and Margin Assets) is less than (ii) the product of (A) the Buyer’s Maximum Margin Percentage times of such Purchased Asset and (B) the outstanding Repurchase Purchase Price for of such Purchased Asset as of such date (the excess, if any, of (ii) over (i), an “Asset Margin Deficit”); and after Buyer’s application of the Pledged Market Value of any Additional Purchased Assets which are RMBS related to such Purchased Asset previously transferred to Buyer to reduce the Asset Margin Deficit, then Buyer such Asset Margin Deficit equals or exceeds the Minimum Margin Call Amount, Seller shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000upon notice from Buyer (such notice, have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing (an “Asset Margin Call”), transfer to Buyer cash, or if Seller and Buyer (in its discretion) agree, transfer to SellerBuyer Additional Purchased Assets and Margin Assets for no additional consideration, so that after giving effect to such payments or transfers, the product of (x) the Market Value of such Purchased Asset and (y) the Applicable Percentage of such Purchased Asset exceeds the Purchase Price of such Purchased Asset; provided that in the Buyer’s discretion, Seller may request that the Pledged Market Value of any previously delivered Additional Purchased Assets or Margin Assets be applied to reduce any Asset Margin Deficit to satisfy the related Asset Margin Call, provided further, for the avoidance of doubt, that the Pledged Market Value of any Additional Purchased Asset or Margin Assets shall not be applied to more than one Asset Margin Deficit on any date. (b) Upon delivery If on an Early Repurchase Date or Remittance Date, the (i) aggregate Market Value of the Purchased Assets which are RMBS (excluding Additional Purchased Assets and Margin Assets) is less than (ii) the sum of the products for all Purchased Assets which are RMBS of (A) the Purchase Price of each Purchased Asset and (B) the Buyer’s Margin Percentage for such Purchased Asset (the excess, if any, of (ii) over (i), a “RMBS Margin Call on Deficit”); and after Buyer’s application of the Pledged Market Value of any Business DayAdditional Purchased Assets which are RMBS and Margin Assets which are RMBS previously transferred to Buyer to reduce the RMBS Margin Deficit, such RMBS Margin Deficit is greater than zero, Seller shall, within one upon notice from Buyer (1such notice, a “RMBS Margin Call”), transfer to Buyer cash, or if Seller and Buyer (in it is discretion) agree, transfer to Buyer Additional Purchased Assets and Margin Assets for no additional consideration, so that in each case, after giving effect to such transfers or payments, such RMBS Margin Deficit is reduced to zero. (c) If on an Early Repurchase Date or Remittance Date, the (i) aggregate Market Value of the Purchased Assets which are CMBS (excluding Additional Purchased Assets and Margin Assets) is less than (ii) the sum of the products for all Purchased Assets which are CMBS of (A) the Purchase Price of each Purchased Asset and (B) the Buyer’s Margin Percentage for such Purchased Asset (the excess, if any, of (ii) over (i), a “CMBS Margin Deficit”); and after Buyer’s application of the Pledged Market Value of any Additional Purchased Assets which are CMBS and Margin Assets which are CMBS previously transferred to Buyer to reduce the CMBS Margin Deficit, such CMBS Margin Deficit is greater than zero, Seller shall, upon notice from Buyer (such notice, a “CMBS Margin Call”), transfer to Buyer cash, or if Seller and Buyer (in it is discretion) agree, transfer to Buyer Additional Purchased Assets and Margin Assets for no additional consideration, so that in each case, after giving effect to such transfers or payments, such CMBS Margin Deficit is reduced to zero. (d) If on an Early Repurchase Date or Remittance Date, the (i) aggregate Market Value of the Purchased Assets which are Consumer ABS (excluding Additional Purchased Assets and Margin Assets) is less than (ii) the sum of the products for all Purchased Assets which are Consumer ABS of (A) the Purchase Price of each Purchased Asset and (B) the Buyer’s Margin Percentage for such Purchased Asset (the excess, if any, of (ii) over (i), a “Consumer ABS Margin Deficit”); and after Buyer’s application of the Pledged Market Value of any Additional Purchased Assets which are Consumer ABS and Margin Assets which are Consumer ABS previously transferred to Buyer to reduce the Consumer ABS Margin Deficit, such Consumer ABS Margin Deficit is greater than zero, Seller shall, upon notice from Buyer (such notice, a “Consumer ABS Margin Call”), transfer to Buyer cash, or if Seller and Buyer (in it is discretion) agree, transfer to Buyer Additional Purchased Assets and Margin Assets for no additional consideration, so that in each case, after giving effect to such transfers or payments, such Consumer ABS Margin Deficit is reduced to zero. (e) Buyer shall apply the funds or Additional Purchased Assets and Margin Assets received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines. Notice of a Margin Deficit may be given by any means provided in this Agreement. Any notice received before 11:00 a.m. New York City time on a Business Day from the date shall be met with payment of cash or transfer of Additional Purchased Assets, and the related Margin Call if such Margin Call is delivered by 3:00 satisfied, no later than 5:00 p.m. New York City timetime on the following Business Day; notice received after 11:00 a.m. New York City time on a Business Day shall be met with payment of cash or transfer of Additional Purchased Assets, otherwise within and the related Margin Call satisfied, no later than 5:00 p.m. New York City time two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy Days following the date of such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficitnotice. (cf) In no case shall Buyer’s forbearance from delivering election not to deliver a Margin Call at any time there is a Margin Deficit be deemed to shall not waive such the Margin Deficit or in any way limit, stop limit or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin Deficit exists on the same or any other Purchased Assetexists. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (dg) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into an account designated by the Waterfall Account, except as directed by Buyer, Buyer and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset. (h) Additional Purchased Assets transferred to Buyer in satisfaction of a Margin Deficit pursuant to the Section 4.01 shall become property of Buyer to the same extent as are Purchased Assets.

Margin Deficit. (a) If on any Business Day date (i) prior to the Extension Period, and during the first ninety (90) days of the Extension Period, the aggregate Market Value of a Purchased Asset all Underlying Assets is less than the product of (A) Buyer’s Margin Percentage times (B) the aggregate outstanding Repurchase Purchase Price for all Purchased Assets as of such Purchased Asset date, (ii) after the ninetieth (90th) day following the start of the Extension Period, the Extension Margin Amount as of such date is less than the aggregate Purchase Price of all Purchased Assets (the excesseither (i) or (ii), if any, a “Margin Deficit”), then and such Margin Deficit is greater than the Minimum Transfer Amount, Buyer shallmay provide notice to Seller (as such notice is more particularly set forth below and in Section 4.01(b) (a “Margin Call”)) of such Margin Deficit. Such notice shall require Seller to transfer cash to Buyer to reduce the Aggregate Purchase Price, so that, after giving effect to such payments, the Aggregate Purchase Price for all Purchased Assets does not exceed the aggregate Market Value of all Underlying Assets multiplied by the Applicable Percentage or, after the (90th) day following the start of the Extension Period, the Extension Margin Amount as of such date. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations to reduce the Aggregate Purchase Price in such manner as Buyer determines. For the avoidance of doubt, a Margin Call may be made with respect to a single Purchased Asset, multiple Purchased Assets or any number of Underlying Assets, so long as, subject to the following sentence, a Margin Deficit that is greater than the Minimum Transfer Amount exists. Notwithstanding the foregoing, at any time when an Underlying Asset becomes (x) a Non-Performing Mortgage Loan or (y) an REO Property, if the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000Market Value of such Underlying Asset is less than the product, have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing of such date, of (“Margin Call”A) to Seller. (b) Upon delivery of a Margin Call on any Business Day, Seller shall, within one (1) Business Day from the date of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, (i) subject to Buyer’s approval Margin Percentage times (B) the Allocated Purchase Price for such Underlying Asset, Buyer may provide a notice to Seller in Buyer’s sole discretion, apply available Margin Excess pursuant accordance with this Section 4.01 requiring Seller to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as to eliminate such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficitdeficit. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset.

Margin Deficit. (a) If With respect to any Purchased Asset or all Purchased Assets, as applicable, if on any Business Day date either of the Market following has occurred: (I) for any individual Purchased Asset, the Asset Value of a Purchased Asset is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Purchase Price for such Purchased Asset as of such date date, or (II) for all Purchased Assets, the Facility Debt Yield Test is not satisfied (the excessamount of any shortfall under clause (I) or the amount necessary to satisfy clause (II), if any, a “Margin Deficit”), then Buyer shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, shall have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing on Seller (a “Margin Call”) in an amount equal to Sellerthe amount of the related Margin Deficit; provided that, prior to the occurrence and continuance of a Default or an Event of Default, Buyer shall only make a Margin Call if the related Margin Deficit exceeds, or if the aggregate of all Margin Deficits collectively exceeds, the applicable Material Impairment Threshold. (b) Upon delivery of Within three (3) Business Days after receiving a Margin Call on any Business Dayfrom Buyer, Seller shallshall satisfy such Margin Call in full by any one or more of the following methods: (i) a transfer of cash from Seller to Buyer to reduce the Purchase Price of the related Purchased Asset(s), within (ii) a repurchase by Seller of the related Purchased Asset(s) at the related Repurchase Price(s) thereof, or (iii) subject to the terms and conditions of this Section 4.01(b), a reallocation by Buyer of available Margin Excess to the related Purchased Asset(s). If ▇▇▇▇▇▇ believes that ▇▇▇▇▇▇ Excess exists with respect to any other Purchased Asset(s) at the time Buyer makes a Margin Call, Seller may submit a written request to Buyer to reallocate such Margin Excess to the Purchased Asset(s) that are the subject of such Margin Call. Any such request (i) shall identify the Purchased Assets that are the subject of such request, (ii) shall be delivered to Buyer at least one (1) Business Day from prior to the date of on which the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Daysdue, (iiii) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy shall include the following information and such Margin Deficit, in back-up calculations as Buyer may require: (A) the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause that Seller requests be reallocated, (iB) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased AssetAssets both before and after giving pro forma effect to such reallocation and (C) the amount of the related Margin Deficit both before and after giving pro forma effect to such reallocation, and (iv) shall include a certification from Seller that no Default (except as would be cured by such reallocation) or Event of Default has occurred and is continuing. Upon ▇▇▇▇▇’s determination in its sole discretion that Margin Excess exists and that the conclusions and calculations set forth in Seller’s request comply with the requirements set forth above, Buyer shall reallocate the related Margin Excess by increasing the Purchase Price of the Purchased Asset(s) with Margin Excess and decreasing the Purchase Price of the Purchased Asset(s) with Margin Deficit; provided that if the Margin Call is not satisfied in full pursuant to such reallocation, Seller shall transfer sufficient cash to Buyer to satisfy the Margin Call and eliminate the related Margin Deficit. Immediately after the satisfaction by Seller of each Margin Call hereunder, ▇▇▇▇▇▇ and ▇▇▇▇▇ shall execute and deliver an Amended and Restated Confirmation.

Margin Deficit. (a) i. If on any Business Day the Market Value of a Purchased Asset is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Price for such Purchased Asset as of such date (the excess, if any, “Margin Deficit”), then Buyer shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing (“Margin Call”) to Seller. (b) i. Upon delivery of a Margin Call on any Business Day, Seller shall, within one (1) Business Day from the date of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer▇▇▇▇▇, in Buyer▇▇▇▇▇’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) i. In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) i. All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer▇▇▇▇▇, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset.

Margin Deficit. (a) If With respect to any Purchased Asset, if on any Business Day date (I) a Credit Event has occurred with respect to such Purchased Asset, (II) an amount equal to the product of the Applicable Percentage for such Purchased Asset, multiplied by the applicable Market Value of a Purchased Asset is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Purchase Price for such Purchased Asset as of such date (the excess, if any, a “Margin Deficit”), then Buyer shall, at any time when and (III) the then-current amount of such Margin Deficit exceeds (or the aggregate unpaid amount of all Margin Deficits with respect to all Purchased Assets exceeds $250,000collectively exceeds) the Materiality Threshold, have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing (“Margin Call”) to Seller. (b) Upon delivery of a Margin Call on any Business Day, then Seller shall, within one (1) Business Day from the date of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, Days after notice from Buyer (a “Margin Call”) either (i) subject transfer immediately available funds to Buyer’s approval Buyer in Buyer’s sole discretion, apply available Margin Excess pursuant an amount at least equal to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or or (ii) transfer cash repurchase the related Purchased Assets in accordance with Section 3.04 to Buyer in the amount extent necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin DeficitDeficit such that, after giving effect to such payments and/or repurchases, such related Margin Deficit shall be reduced to zero; provided that, prior to the occurrence and during the continuance of a Default or an Event of Default, Buyer shall not make any Margin Call to the extent the related Margin Deficit resulted solely from interest rate changes and/or credit spread movements. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines. (b) At any time Buyer notifies Seller in writing that Seller has failed to satisfy the Facility Debt Yield Test, Seller shall, as soon as practicable, and in no event later than two (2) Business Days from the date of such notice, either (i) transfer immediately available funds to Buyer, which Buyer shall apply to reduce the outstanding Purchase Price of one or more of the Purchased Assets in the amount Buyer determines is necessary to cure the related breach or (ii) repurchase the related Purchased Assets in accordance with Section 3.04 to the extent necessary to fully cure the related breach of the Facility Debt Yield Test such that, after giving effect to such payments and/or repurchases, the related breach of the Facility Debt Yield Test shall be satisfied. Buyer shall apply the funds received in pursuant to this Section 4.01(b) to reduce the Repurchase Prices of one or more of the Purchased Assets that contributed to the breach by Seller of the Facility Debt Yield Test in such manner and in such amounts as Buyer determines in its sole discretion.[Reserved]. (c) In no case shall Buyer’s forbearance election not to deliver, or to forbear from delivering delivering, a Margin Call margin deficit notice at any time there is a Margin Deficit exceeding the Materiality Threshold shall not waive or be deemed to waive such thesuch Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a notice of Margin Call Deficit at any time when the same or any other Margin Deficit exists on in excess of the same or any other Purchased AssetMateriality Threshold exists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by BuyerB▇▇▇▇, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset. Immediately after the satisfaction by S▇▇▇▇▇ of each Margin Call hereunder, S▇▇▇▇▇ and B▇▇▇▇ shall execute and deliver the appropriate amended and restated Confirmations.

Margin Deficit. (a) If on any Business Day the Market Value of date Buyer determines that a Purchased Asset is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Price for such Purchased Asset as of such date (the excess, if any, “Margin Deficit”)Deficit exists, then Buyer Seller shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right within three (3) Business Days after notice from time to time as determined in its sole and absolute discretion to make Buyer (a margin call in writing (“Margin Call”), transfer cash to Buyer in an amount at least equal to such Margin Deficit. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) to Sellerare set forth in the Fee and Pricing Letter, and are hereby incorporated by reference. (b) Upon delivery Notwithstanding the foregoing, in lieu of the satisfaction by Seller of a Margin Call on any Business Daythrough the payment of cash, or in combination with Seller’s payment of cash, Seller shall, may deliver a written request to Buyer (to be delivered to Buyer within one (1) Business Day from following the date of the related Margin Call if Call) to reallocate any then-currently available Additional Purchase Advance Available Amounts in order to eliminate the related Margin Deficit by increasing the Purchase Price of a Purchased Asset with the related Additional Purchase Advance Available Amount and decreasing the Purchase Price of the Purchased Asset that is the subject of the related Margin Call. Any such Margin Call is delivered written request for reallocation shall include a certification by 3:00 p.m. New York City time, otherwise within two Seller setting forth the following: (2w) Business Daysthe Purchased Asset(s) with respect to which Seller requests that Buyer reallocate Additional Purchase Advance Available Amounts and the amount of such Additional Purchase Advance Available Amount(s) that Seller requests be re-allocated, (ix) subject the Purchased Asset(s) to Buyer’s approval which Seller is requesting such Additional Purchase Advance Available Amount be applied, the new Purchase Price of each such Purchased Asset and the new Purchase Price of the Purchased Asset(s) from which the related Additional Purchase Advance Available Amount(s) are being reallocated, in Buyer’s sole discretioneach case, apply available after giving pro forma effect to such reallocation, (y) the amount of the Margin Excess pursuant Deficit on the Purchased Asset(s) to Section 4.02 which any such Additional Purchase Advance Available Amount is to be applied in whole or in part order to satisfy reduce the Purchase Price(s) thereof so as to eliminate such Margin Deficit, both immediately prior to and immediately after giving pro forma effect to such reallocation, and (z) that no Default or Event of Default exists (except, in the amount case of a Default, as would be cured by such reallocation). Provided that ▇▇▇▇▇ has determined that (A) the Reallocation Conditions have been satisfied and manner permitted by Buyer(B) the proposed reallocation(s) will not exceed the Additional Purchase Advance Available Amount(s) of the applicable Purchased Asset(s), in Buyer’s sole discretion and/or (iiBuyer shall reallocate the related Additional Purchase Advance Available Amount(s) transfer cash to the Purchased Asset(s) to which such Margin Call relates, and, immediately thereafter, Seller shall execute and deliver new Confirmations acceptable to Buyer reflecting the new Purchase Prices of all affected Purchased Assets. (c) To the extent any Margin Deficit that is subject to a Margin Call under Section 4.01(a) above is not eliminated in the amount necessary (as such amount may be reduced full by any application way of Margin Excess a reallocation of Additional Purchase Advance Available Amounts pursuant to clause (i) above) to this Section 4.01(c), Seller shall fully cure the related Margin DeficitDeficit in accordance with Section 4.01(a) within the time period set forth in Section 4.01(a). (cd) In no case shall Buyer’s forbearance election not to deliver, or to forbear from delivering delivering, a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on for the same or any other Purchased AssetAsset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied). Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (de) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer▇▇▇▇▇, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset. Immediately after the satisfaction by ▇▇▇▇▇▇ of each Margin Call hereunder, ▇▇▇▇▇▇ and ▇▇▇▇▇ shall execute and deliver the appropriate amended and restated Confirmations.

Margin Deficit. (a) If With respect to any Purchased Asset or all Purchased Assets, as applicable, if on any Business Day date either of the Market following has occurred: (I) for any individual Purchased Asset, the Asset Value of a Purchased Asset is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Purchase Price for such Purchased Asset as of such date date, or (II) for all Purchased Assets, the Facility Debt Yield Test is not satisfied (the excessamount of any shortfall under clause (I) or the amount necessary to satisfy clause (II), if any, a “Margin Deficit”), then Buyer shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, shall have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing on Seller (a “Margin Call”) in an amount equal to Sellerthe amount of the related Margin Deficit; provided that, prior to the occurrence and continuance of a Default or an Event of Default, Buyer shall only make a Margin Call if the related Margin Deficit exceeds, or if the aggregate of all Margin Deficits collectively exceeds, the applicable Material Impairment Threshold. (b) Upon delivery of Buyer making a Margin Call on for any Business Dayreason in accordance with this Agreement, Seller shall, within one (1) Business Day from the date of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business DaysDays after notice of such Margin Call from Buyer, (i) subject transfer cash to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in repurchase the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (iPurchased Asset(s) above) to fully cure that caused the related Margin DeficitDeficit at the related Repurchase Price(s) thereof, or (iii) choose any combination of the foregoing, so that, after giving effect to such repurchases and payments, the Margin Deficit is cured. (c) In no case shall Buyer’s forbearance election not to deliver, or to forbear from delivering a Margin Call margin deficit notice at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call margin deficit notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Assetexists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price related Margin Deficit until the Margin Call has been satisfied in full. Immediately after the satisfaction by Seller of such Purchased Asseteach Margin Call hereunder, Seller and Buyer shall execute and deliver an Amended and Restated Confirmation.

Margin Deficit. (a) If on any Business Day date the Market Value of a all Purchased Asset Assets is less than the product of (Ai) Buyer’s Margin Percentage times (Bii) the aggregate outstanding Repurchase Purchase Price for such Purchased Asset Assets as of such date (the excess, if any, a “Margin Deficit”), then and such Margin Deficit is greater than the Minimum Transfer Amount, Buyer shall, at any time when the then-current aggregate unpaid Margin Deficits with respect may provide notice to all Purchased Assets exceeds $250,000, have the right from time to time Seller (as determined such notice is more particularly set forth below and in its sole and absolute discretion to make Section 4.01(b) (a margin call in writing (“Margin Call”)) of such Margin Deficit. Such notice shall require Seller to Sellertransfer cash to Buyer to reduce the Aggregate Purchase Price, so that, after giving effect to such payments, the Aggregate Purchase Price for all Purchased Assets does not exceed the Aggregate Market Value thereof multiplied by the Applicable Percentage. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations to reduce the Aggregate Purchase Price in such manner as Buyer determines. For the avoidance of doubt, a Margin Call may be made with respect to a single Purchased Asset or multiple Purchased Assets, so long as a Margin Deficit that is greater than the Minimum Transfer Amount exists. (b) Upon Notice delivered pursuant to Section 4.01(a) may be given by any written means. Any notice given before 11:00 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 next Business Day; notice given after 11:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 11:00 a.m. (New York City time) on the second Business Day following such notice delivery (the foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of Buyer, on any Business Dayone or more occasions, Seller shallto exercise its rights hereunder, within one (1) Business Day from shall not change or alter the date terms and conditions to which this Agreement is subject or limit the right of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, (i) subject Buyer to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficitdo so at a later date. (c) In no case shall Buyer’s forbearance from delivering election not to deliver a Margin Call at any time there is a Margin Deficit be deemed to shall not waive such the Margin Deficit or in any way limit, stop limit or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin Deficit exists on the same or any other Purchased Assetexists. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset.

Margin Deficit. (a) If on any Business Day date (i) the Market Value of a for any Purchased Asset (as determined by Buyer) is less than (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Repurchase Purchase Price for such Purchased Asset as of such date (the excess, if any, of (ii) over (i), a “Margin Deficit”), then Buyer Seller shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right within three (3) Business Days after notice from time to time as determined in its sole and absolute discretion to make Buyer (a margin call in writing (“Margin Call”) to Seller. (b) Upon delivery of a Margin Call on any Business Day), Seller shall, within one (1) Business Day from the date of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the an amount necessary (as at least equal to such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by reference. (cb) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin Deficit exists on the same or any other Purchased AssetAsset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied). Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (dc) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset.

Margin Deficit. (a) If With respect to any Purchased Asset, if on any Business Day date (I) an amount equal to the product of the Applicable Percentage for such Purchased Asset, multiplied by its Market Value of a Purchased Asset Value, is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Purchase Price for such Purchased Asset as of such date date, or (II) one or more of the Purchased Assets has caused Seller to violate the Facility Debt Yield Test (the excessamount of any shortfall under clause (I) or the amount necessary to cure any violation under clause (II), if any, a “Margin Deficit”), then Buyer shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, shall have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing on Seller (a “Margin Call”) in an amount equal to Seller. the amount of the related Margin Deficit; provided that, (bi) Upon delivery prior to the occurrence and continuation of a Default or an Event of Default, Buyer shall only make a Margin Call if the related Margin Deficit exceeds, or if the aggregate of all Margin Deficits collectively exceeds, the Material Impairment Threshold, (ii) prior to the occurrence and continuance of a Default or an Event of Default, Buyer shall not make any Margin Call under clause (I) above in connection with any Purchased Asset that accrues interest at a floating rate to the extent that the related Margin Deficit resulted solely from interest rate changes and/or credit spread movements, (iii) with respect to a Margin Call under clause (II), Buyer shall specify the Purchased Assets which caused such violation of the Facility Debt Yield Test and (iv) for the avoidance of doubt, Buyer shall be permitted to make Margin Calls hereunder in connection with multiple assets at the same time. In lieu of the satisfaction by Seller of a Margin Call on any Business Dayunder clause (I) above through the payment of cash or in combination with Seller’s payment of cash, Buyer may elect, in its sole and absolute discretion, upon a written request of Seller shall, within one that satisfies all of the requirements set forth in clauses (1w) Business Day from through (z) below (to be received prior to the date that the related Margin Deficit is due), to reallocate any then-currently available Margin Excess in order to eliminate the related Margin Deficit by increasing the Purchase Price of one or more Purchased Assets then having any Margin Excess and decreasing the Purchase Price of one or more Purchased Assets that is or are the subject of the related Margin Call if Call, by the same aggregate amounts. Any such Margin Call is delivered written request for reallocation shall include a certification by 3:00 p.m. New York City timeSeller setting forth the following, otherwise within two with such back-up calculations as Buyer may require: (2w) Business Daysthe Purchased Asset(s) with respect to which Seller requests that Buyer determine, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available that Margin Excess pursuant exists and the amount of such Margin Excess, if any, that Seller requests be re-allocated, (x) the Purchased Asset(s) to Section 4.02 which Seller is requesting such Margin Excess be applied, the new Purchase Price of each such Purchased Asset and the new Purchase Price of the Purchased Asset(s) with the related Margin Excess, in whole or each case, after giving pro forma effect to such reallocation, (y) the amount of the Margin Deficit on the Purchased Asset(s) to which any such Margin Excess is to be applied in part order to satisfy reduce the Purchase Price(s) thereof so as to eliminate such Margin Deficit, both immediately prior to and immediately after giving pro forma effect to such reallocation, and (z) that no Default or Event of Default exists (except as would be cured by such reallocation). In connection with any request from Seller to reallocate available Margin Excess, Buyer may, in its sole and absolute discretion, elect to increase the Applicable Percentage and/or Purchase Price of one or more Purchased Assets, by such amounts as Buyer shall determine in its sole and absolute discretion, in order to calculate the amount and manner permitted by of Margin Excess then-currently available in respect of such Purchased Asset(s). Upon Buyer’s independent confirmation, to be made in Buyer’s sole discretion and/or discretion, that the conclusions and calculations set forth in Seller's written request comply with the requirements set forth above, Buyer may, in its sole and absolute discretion, reallocate the related Margin Excess to those Purchased Assets for which Margin Deficits would otherwise exist, as determined by Buyer in its sole discretion, and, immediately thereafter, Seller shall execute and deliver new Confirmations acceptable to Buyer reflecting the new Purchase Price of all affected Purchased Assets. (iib) To the extent any Margin Deficit that is subject to a Margin Call under Section 4.01(a)(I) above is not eliminated by way of a Margin Excess reallocation pursuant to Section 4.01(a), or in the case of any Margin Call under Section 4.01(a)(II) above, in each case, Seller shall, within three (3) Business Days after notice from Buyer that a Margin Call has occurred, either (i) transfer cash to Buyer, or (ii) repurchase the related Purchased Asset(s) subject to such Margin Call, so that, after giving effect to such transfers (excluding all Release Amounts paid to Buyer in the amount necessary (as such amount may be reduced by connection with any application of Margin Excess cure made pursuant to clause (i) above) to fully cure 4.01(b)(ii)), the related Margin DeficitDeficit is fully cured. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of either (i) in connection with any Margin Deficit under Section 4.01(a)(I), the Purchased Asset to which such Margin Deficit relates, or (ii) in connection with any Margin Deficit under Section 4.01(a)(II), to the unpaid Purchase Price(s) first, of the Purchased AssetAsset(s) identified by Buyer in connection with such Margin Call, and second, of such other Purchased Asset(s) as Buyer shall have determined in its sole discretion. Immediately after the satisfaction by Seller of each Margin Call hereunder, Seller and Buyer shall execute and deliver the appropriate amended and restated Confirmations.

Margin Deficit. (a) If on at any Business Day time the Market Value aggregate Margin Amount of a all Purchased Asset Loans subject to all Transactions hereunder is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding aggregate Repurchase Price for such Purchased Asset as of such date (excluding Price Differential), minus, without duplication, cash transfers previously made from the excessSeller to the Agent in response to previous Margin Calls, if any, for all such Transactions, a margin deficit (a “Margin Deficit”) will exist. If at any time the Margin Deficit (including any amounts that remain due and payable with respect to any previously issued Margin Call) exceeds Five Hundred Thousand Dollars ($500,000), then Buyer shall, at any time when by notice to the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right from time to time as determined in its sole and absolute discretion to make Seller (a margin call in writing (“Margin Call”), the Agent shall require the Seller to transfer (for the account of the Buyers) to the Agent (in the case of cash) or the Custodian (in the case of Additional Purchased Loans, as defined below), as appropriate, either (at the Seller’s option) cash, additional Eligible Loans reasonably acceptable to the Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Price of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) Upon delivery On any Business Day on which the aggregate Margin Amount of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price (excluding Price Differential) 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 Agent shall, upon receipt of a Margin Call on any Business Day, Seller shall, within one (1) Business Day written request from the date of the related Margin Call if Seller and provided such Margin Call is delivered Excess exceeds Five Hundred Thousand Dollars ($500,000), remit cash or authorize Custodian to release Purchased Loans, as requested by 3:00 p.m. New York City timethe Seller, otherwise within two (2) Business Days, in either case in an amount equal to the lesser of (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the MASTER REPURCHASE AGREEMENT – Page 44 13312-786/M/I Financial Warehouse Facility amount requested by the Seller and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limitExcess, stop or impair Buyer’s right subject always to deliver a Margin Call at any time when the same or any other Margin Deficit exists on limitations of this Agreement. If cash is to be remitted, the same or any other Purchased Asset. Buyer’s rights Agent shall treat the receipt of the written request of the Seller under this Section 4.01 are cumulative and in addition 6.1(b) as if it were a request for a Transaction. To the extent the Agent remits cash to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. Seller, such cash shall be (dA) All cash transferred to Buyer pursuant to this Section 4.01 additional Purchase Price with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by BuyerTransactions, and notwithstanding any provision (B) subject in Section 5.02 or 5.03 all respects to the contrary, provisions and limitations of this Agreement. Each Buyer shall be applied to reduce the fund its Pro Rata share of such additional Purchase Price as if the remission of such Purchased AssetMargin Excess were the initiation of a Transaction hereunder.

Margin Deficit. (a) If With respect to any Purchased Asset, if (I) on any Business Day date an amount equal to (x) the product of the Applicable Percentage for such Purchased Asset multiplied by the Market Value of a for such Purchased Asset is less than the product of (A) Buyer’s Margin Percentage times (By) the outstanding Repurchase Purchase Price for such Purchased Asset as of such date (the excessany such shortfall, if any, a “Margin Deficit”)) and (II) a Credit Event has occurred, then Buyer shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, shall have the right from time to time as determined in its sole and absolute discretion to make deliver a margin call in writing notice to Seller (any such notice, a “Margin Call”) requiring payment by Seller to Seller. Buyer in immediately available funds (bor in accordance with Section 4.01(b) Upon below) in an amount equal to the related Margin Deficit; provided that, (i) prior to the occurrence and continuation of a Default or an Event of Default, Buyer shall only make a Margin Call if the related Margin Deficit exceeds, or if the aggregate of all Margin Deficits collectively exceeds, the Material Impairment Threshold, (ii) prior to the occurrence and continuance of a Default or an Event of Default, Buyer shall not make any Margin Call in connection with any Purchased Asset that accrues interest at a floating rate to the extent that the related Margin Deficit resulted solely from interest rate changes and/or credit spread movements, (iii) for the avoidance of doubt, Buyer shall be permitted to make Margin Calls hereunder in connection with multiple assets at the same time, and (iv) prior to the occurrence and continuance of a Default or an Event of Default, Buyer shall not make any Margin Call within thirty (30) days of Buyer’s delivery of any other Margin Call hereunder. In lieu of the satisfaction by Seller of a Margin Call on any Business Daythrough the payment of cash or in combination with Seller’s payment of cash, Buyer may elect, in its sole and absolute discretion, upon a written request of Seller shall, within one that satisfies all of the requirements set forth in clauses (1w) Business Day from through (z) below (to be received prior to the date that the related Margin Deficit is due), to reallocate any then-currently available Margin Excess in order to eliminate the related Margin Deficit by increasing the Purchase Price of one or more Purchased Assets then having any Margin Excess and decreasing the Purchase Price of one or more Purchased Assets that is or are the subject of the related Margin Call if Call, by the same aggregate amounts. Any such Margin Call is delivered written request for reallocation shall include a certification by 3:00 p.m. New York City timeSeller setting forth the following, otherwise within two with such back-up calculations as Buyer may require: (2w) Business Daysthe Purchased Asset(s) with respect to which Seller requests that Buyer determine, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available that Margin Excess pursuant exists and the amount of such Margin Excess, if any, that Seller requests be re-allocated, (x) the Purchased Asset(s) to Section 4.02 which Seller is requesting such Margin Excess be applied, the new Purchase Price of each such Purchased Asset and the new Purchase Price of the Purchased Asset(s) with the related Margin Excess, in whole or each case, after giving pro forma effect to such reallocation, (y) the amount of the Margin Deficit on the Purchased Asset(s) to which any such Margin Excess is to be applied in part order to satisfy reduce the Purchase Price(s) thereof so as to eliminate such Margin Deficit, both immediately prior to and immediately after giving pro forma effect to such reallocation, and (z) that no Default or Event of Default exists (except as would be cured by such reallocation). In connection with any request from Seller to reallocate available Margin 1751106839.61759415594.5 Excess, Buyer may, in its sole and absolute discretion, elect to increase the Applicable Percentage and/or Purchase Price of one or more Purchased Assets, by such amounts as Buyer 1751106839.61759415594.5 shall determine in its sole and absolute discretion, in order to calculate the amount and manner permitted by Buyerof Margin Excess then-currently available in respect of such Purchased Asset(s). Upon ▇▇▇▇▇’s independent confirmation, to be made in Buyer’s sole discretion and/or discretion, that the conclusions and calculations set forth in Seller’s written request comply with the requirements set forth above, Buyer may, in its sole and absolute discretion, reallocate the related Margin Excess to those Purchased Assets for which Margin Deficits would otherwise exist, as determined by Buyer in its sole discretion, and, immediately thereafter, Seller shall execute and deliver new Confirmations acceptable to Buyer reflecting the new Purchase Price of all affected Purchased Assets. (iib) To the extent any Margin Deficit that is subject to a Margin Call under Section 4.01(a) above is not eliminated by way of a Margin Excess reallocation pursuant to Section 4.01(a), Seller shall, within three (3) Business Days after notice from Buyer that a Margin Call has occurred, either (i) transfer cash to Buyer, or (ii) repurchase the related Purchased Asset(s) subject to such Margin Call, so that, after giving effect to such transfers (excluding all Release Amounts paid to Buyer in the amount necessary (as such amount may be reduced by connection with any application of Margin Excess cure made pursuant to clause (i) above) to fully cure 4.01(b)(ii)), the related Margin DeficitDeficit is fully cured. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer▇▇▇▇▇, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of either (i) in connection with any Margin Deficit under Section 4.01(a)(I), the Purchased Asset to which such Margin Deficit relates, or (ii) in connection with any Margin Deficit under Section 4.01(a)(II), to the unpaid Purchase Price(s) first, of the Purchased AssetAsset(s) identified by Buyer in connection with such Margin Call, and second, of such other Purchased Asset(s) as Buyer shall have determined in its sole discretion. Immediately after the satisfaction by ▇▇▇▇▇▇ of each Margin Call hereunder, ▇▇▇▇▇▇ and ▇▇▇▇▇ shall execute and deliver the appropriate amended and restated Confirmations.

Margin Deficit. (a) If With respect to any Purchased Asset or group of Purchased Assets, if on any Business Day date either of the Market Value of a following has occurred (I) for any individual Purchased Asset (X) a Credit Event with respect to such Purchased Asset has occurred and (Y) an amount equal to the product of the Applicable Percentage for such Purchased Asset, multiplied by its Market Value, is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Purchase Price for such Purchased Asset as of such date date, or (II) one or more of the Purchased Assets has caused Seller to violate the Facility Debt Yield Test (the excessamount of any shortfall under clause (I) or the amount necessary to cure any violation under clause (II), if any, a “Margin Deficit”), then Buyer shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, shall have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing on Seller (a “Margin Call”) in an amount equal to Seller. the amount of the related Margin Deficit; provided that, (bi) Upon delivery prior to the occurrence and continuation of a Default or an Event of Default, Buyer shall only make a Margin Call if the related Margin Deficit or Margin Deficits exceeds the Material Impairment Threshold, (ii) prior to the occurrence and continuance of a Default or an Event of Default, Buyer shall not make any Margin Call under clause (I) above in connection with any Purchased Asset that accrues interest at a floating rate to the extent that the related Margin Deficit resulted from interest rate changes and/or credit spread movements, and (iii) for the avoidance of doubt, but subject to the foregoing clauses (i) and (ii), Buyer shall be permitted to make Margin Calls hereunder in connection with multiple assets at the same time. In lieu of the satisfaction by Seller of a Margin Call on any Business Dayunder clause (I) above through the payment of cash or in combination with Seller’s payment of cash, Buyer may elect, in its sole and absolute discretion, upon a written request of Seller shall, within one that satisfies all of the requirements set forth in clauses (1w) Business Day from through (z) below (to be received prior to the date that the related Margin Deficit is due), to reallocate any then-currently available Margin Excess in order to eliminate the related Margin Deficit by increasing the Purchase Price of a Purchased Asset with the related Margin Excess and decreasing the Purchase Price of the Purchased Asset that is the subject of the related Margin Call if Call. Any such written request for reallocation shall include the following, with such back-up calculations as Buyer may require: (w) the Purchased Asset(s) with respect to which Margin Excess exists and the amount of such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business DaysExcess that Seller requests be re-allocated, (ix) subject the Purchased Asset to which Seller is requesting such Margin Excess be applied, the new Purchase Price of such Purchased Asset and the new Purchase Price of the Purchased Asset with the related Margin Excess, in each case, after giving pro forma effect to such allocation, (y) the amount of the Margin Deficit on the Purchased Asset to which such Margin Excess is to be applied both immediately prior to and immediately after giving pro forma effect to such allocation and (z) a certification from Seller that no Default or Event of Default has occurred and is continuing (except as would be cured by such reallocation). Upon Buyer’s approval 's independent confirmation, to be made in Buyer’s sole discretion, apply that the Margin Excess Requirements have been satisfied and the conclusions and calculations set forth in Seller's written request comply with the requirements set forth above, Buyer may, in its sole and absolute discretion, reallocate the related Margin Excess to those Purchased Assets for which Margin Deficits would otherwise exist, as determined by Buyer in its sole discretion, and, immediately (b) To the extent any Margin Deficit that is subject to a Margin Call under Section 4.01(a)(I) above is not eliminated by way of a Margin Excess reallocation pursuant to Section 4.01(a), or in the case of any Margin Call under Section 4.01(a)(II) above, in each case, Seller shall, within three (3) Business Days after notice from Buyer that a Margin Call has occurred (provided that, if such notice is delivered to Seller after 1:00 p.m. (New York City time), such three (3) Business Day period shall commence on the Business Day following Buyer’s delivery thereof), at Seller’s option (i) transfer cash to Buyer, (ii) repurchase Purchased Assets at the Repurchase Price thereof, or (iii) choose any combination of the foregoing, so that, after giving effect to such transfers, repurchases and payments, the related Margin Deficit is fully cured. Notwithstanding anything to the contrary herein, in no event shall available Margin Excess pursuant in respect of any LIBOR Based Transaction be reallocated (i.e., in such a way that the Purchase Price of any such LIBOR Based Transaction would be increased) at any time to Section 4.02 cure in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed relating to waive (x) any SOFR Based Transaction or (y) any LIBOR Based Transaction where such Margin Deficit or reallocation would result in any way limit, stop or impair Buyer’s right an increase to deliver a Margin Call at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of any LIBOR Based Transaction with a Repurchase Date that is later than the Repurchase Date of the LIBOR Based Transaction in respect of which such Purchased AssetMargin Deficit exists.

Margin Deficit. (a) If With respect to any Purchased Asset or group of Purchased Assets, if on any Business Day date either of the Market Value of a following has occurred (I) for any individual Purchased Asset (X) a Credit Event with respect to such Purchased Asset has occurred and (Y) an amount equal to the product of the Applicable Percentage for such Purchased Asset, multiplied by its Market Value, is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Purchase Price for such Purchased Asset as of such date date, or (II) one or more of the Purchased Assets has caused Seller to violate the Facility Debt Yield Test (the excessamount of any shortfall under clause (I) or the amount necessary to cure any violation under clause (II), if any, a “Margin Deficit”), then Buyer shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, shall have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing on Seller (a “Margin Call”) in an amount equal to Seller. the amount of the related Margin Deficit; provided that, (bi) Upon delivery prior to the occurrence and continuation of a Default or an Event of Default, Buyer shall only make a Margin Call if the related Margin Deficit or Margin Deficits exceeds the Material Impairment Threshold, (ii) prior to the occurrence and continuance of a Default or an Event of Default, Buyer shall not make any Margin Call under clause (I) above in connection with any Purchased Asset that accrues interest at a floating rate to the extent that the related Margin Deficit resulted from interest rate changes and/or credit spread movements, and (iii) for the avoidance of doubt, but subject to the foregoing clauses (i) and (ii), Buyer shall be permitted to make Margin Calls hereunder in connection with multiple assets at the same time. In lieu of the satisfaction by Seller of a Margin Call on any Business Dayunder clause (I) above through the payment of cash or in combination with Seller’s payment of cash, Buyer may elect, in its sole and absolute discretion, upon a written request of Seller shall, within one that satisfies all of the requirements set forth in clauses (1w) Business Day from through (z) below (to be received prior to the date that the related Margin Deficit is due), to reallocate any then-currently available Margin Excess in order to eliminate the related Margin Deficit by increasing the Purchase Price of a Purchased Asset with the related Margin Excess and decreasing the Purchase Price of the Purchased Asset that is the subject of the related Margin Call if Call. Any such written request for reallocation shall include the following, with such back-up calculations as Buyer may require: (w) the Purchased Asset(s) with respect to which Margin Excess exists and the amount of such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business DaysExcess that Seller requests be re-allocated, (ix) subject the Purchased Asset to which Seller is requesting such Margin Excess be applied, the new Purchase Price of such Purchased Asset and the new Purchase Price of the Purchased Asset with the related Margin Excess, in each case, after giving pro forma effect to such allocation, (y) the amount of the Margin Deficit on the Purchased Asset to which such Margin Excess is to be applied both immediately prior to and immediately after giving pro forma effect to such allocation and (z) a certification from Seller that no Default or Event of Default has occurred and is continuing (except as would be cured by such reallocation). Upon Buyer’s approval independent confirmation, to be made in Buyer’s sole discretion, apply available that the Margin Excess Requirements have been satisfied and the conclusions and calculations set forth in Seller’s written request comply with the requirements set forth above, Buyer may, in its sole and absolute discretion, reallocate the related Margin Excess to those Purchased Assets for which Margin Deficits would otherwise exist, as determined by Buyer in its sole discretion, and, immediately thereafter, Seller shall execute and deliver new Confirmations acceptable to Buyer reflecting the new Purchase Price of all affected Purchased Assets. (b) To the extent any Margin Deficit that is subject to a Margin Call under Section 4.01(a)(I) above is not eliminated by way of a Margin Excess reallocation pursuant to Section 4.02 in whole 4.01(a), or in part to satisfy such the case of any Margin DeficitCall under Section 4.01(a)(II) above, in each case, Seller shall, within three (3) Business Days after notice from Buyer that a Margin Call has occurred (provided that, if such notice is delivered to Seller after 1:00 p.m. (New York City time), such three (3) Business Day period shall commence on the amount and manner permitted by Buyer, in Business Day following Buyer’s sole discretion and/or delivery thereof), at Seller’s option (iii) transfer cash to Buyer in Buyer, (ii) repurchase Purchased Assets at the amount necessary Repurchase Price thereof, or (as iii) choose any combination of the foregoing, so that, after giving effect to such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure transfers, repurchases and payments, the related Margin DeficitDeficit is fully cured. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of either (i) in connection with any Margin Deficit under Section 4.01(a)(I), the Purchased Asset to which such Margin Deficit relates, or (ii) in connection with any Margin Deficit under Section 4.01(a)(II), to the unpaid Purchase Price(s) of such Purchased AssetAsset(s) as Buyer shall determine in its sole discretion. Immediately after the satisfaction by Seller of each Margin Call hereunder, Seller and Buyer shall execute and deliver the appropriate amended and restated Confirmations.

Margin Deficit. (a) If on any Business Day date (i) the Market Value of a all Purchased Asset Assets that are Eligible Assets (and including, for avoidance of doubt, any related Interest Rate Protection Agreement with an Affiliated Hedge Counterparty) is less than (ii) the product sum of the products for each Purchased Asset of (A) Buyer’s Margin Percentage for such Purchased Asset times (B) the outstanding Repurchase Price for such Purchased Asset as of such date date, plus an amount equal to the estimated amount that Seller would be entitled to receive on the next Remittance Date pursuant to clause seventh of Section 5.02 or clause sixth of Section 5.03, as determined by Buyer (the excess, if any, of (ii) over (i), a “Margin Deficit”)) and such Margin Deficit equals to or exceeds the Margin Threshold, then Buyer Seller shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000upon notice from Buyer (such notice, have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing (“Margin Call”) transfer to SellerBuyer cash, or if Seller and Buyer mutually agree, transfer to Buyer or Custodian for no additional consideration additional Eligible Assets (“Additional Purchased Assets”), so that after giving effect to such transfers and payments, the Margin Deficit has been reduced to zero. Buyer shall apply the funds or Additional Purchased Assets received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines. Notice of a Margin Deficit may be given by any means provided in this Agreement. Any notice received before 11:00 a.m. New York City time on a Business Day shall be met with payment of cash or transfer of Additional Purchased Assets, and the related Margin Call satisfied, no later than 5:00 p.m. New York City time on the following Business Day; notice received after 11:00 a.m. New York City time on a Business Day shall be met with payment of cash or transfer of Additional Purchased Assets, and the related Margin Call satisfied, no later than 5:00 p.m. New York City time two (2) Business Days following the date of such notice. (b) Upon delivery of a Margin Call on any Business Day, Seller shall, within one (1) Business Day from the date of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant election not to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer’s forbearance from delivering deliver a Margin Call at any time there is a Margin Deficit be deemed to shall not waive such the Margin Deficit or in any way limit, stop limit or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin Deficit exists on the same or any other Purchased Assetexists. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (dc) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall AccountAccount and, except as directed by Buyer, and notwithstanding any provision in the provisions of Section 5.02 or 5.03 to the contrary5.02, shall be applied to reduce the Purchase Price of such Purchased Asset.

Margin Deficit. (a) If With respect to any Purchased Asset or all Purchased Assets, as applicable, if on any Business Day date either of the Market following has occurred: (I) for any individual Purchased Asset, the Asset Value of a Purchased Asset is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Purchase Price for such Purchased Asset as of such date date, or (II) for all Purchased Assets, the Facility Debt Yield Test is not satisfied (the excessamount of any shortfall under clause (I) or the amount necessary to satisfy clause (II), if any, a “Margin Deficit”), then Buyer shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, shall have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing on Seller (a “Margin Call”) in an amount equal to Sellerthe amount of the related Margin Deficit; provided that, prior to the occurrence and continuance of a Default or an Event of Default, Buyer shall only make a Margin Call if the related Margin Deficit exceeds, or if the aggregate of all Margin Deficits collectively exceeds, the applicable Material Impairment Threshold. (b) Upon delivery of Within three (3) Business Days after receiving a Margin Call on any Business Dayfrom Buyer, Seller shallshall satisfy such Margin Call in full by any one or more of the following methods: (i) a transfer of cash from Seller to Buyer to reduce the Purchase Price of the related Purchased Asset(s), within (ii) a repurchase by Seller of the related Purchased Asset(s) at the related Repurchase Price(s) thereof, or (iii) subject to the terms and conditions of this Section 4.01(b), a reallocation by Buyer of available Margin Excess to the related Purchased Asset(s). If ▇▇▇▇▇▇ believes that ▇▇▇▇▇▇ Excess exists with respect to any other Purchased Asset(s) at the time Buyer makes a Margin Call, Seller may submit a written request to Buyer to reallocate such Margin Excess to the Purchased Asset(s) that are the subject of such Margin Call. Any such request (i) shall identify the Purchased Assets that are the subject of such request, (ii) shall be delivered to Buyer at least one (1) Business Day from prior to the date of on which the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Daysdue, (iiii) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy shall include the following information and such Margin Deficit, in back-up calculations as Buyer may require: (A) the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause that Seller requests be reallocated, (iB) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased AssetAssets both before and after giving pro forma effect to such reallocation and (C) the amount of the related Margin Deficit both before and after giving pro forma effect to such reallocation, and (iv) shall include a certification from Seller that no Default (except as would be cured by such reallocation) or Event of Default has occurred and is continuing. Upon Buyer’s determination in its sole discretion that Margin Excess exists and that the conclusions and calculations set forth in Seller’s request comply with the requirements set forth above, Buyer shall reallocate the related Margin Excess by increasing the Purchase Price of the Purchased Asset(s) with Margin Excess and decreasing the Purchase Price of the Purchased Asset(s) with Margin Deficit; provided that if the Margin Call is not satisfied in full pursuant to such reallocation, Seller shall transfer sufficient cash to Buyer to satisfy the Margin Call and eliminate the related Margin Deficit. Immediately after the satisfaction by Seller of each Margin Call hereunder, ▇▇▇▇▇▇ and ▇▇▇▇▇ shall execute and deliver an Amended and Restated Confirmation.

Margin Deficit. (a) If With respect to any Purchased Asset, if on any Business Day date (I) an amount equal to the product of the Maximum Applicable Percentage for such Purchased Asset, multiplied by the Market Value of a such Purchased Asset is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Purchase Price for such Purchased Asset as of such date (the excess, if any, a “Margin Deficit”), then Buyer shall, at any time when the then-current aggregate unpaid Margin Deficits (II) a Credit Event with respect to all such Purchased Assets exceeds $250,000Asset has occurred, and (III) the Minimum Margin Test is satisfied, then Buyer shall have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing on Seller (a “Margin Call”) to Seller). (b) Upon delivery of Buyer making a Margin Call on any Business DayCall, Seller shall, within one (1) Business Day from satisfy the date related Margin Deficit in accordance with the Payment Procedures. The failure of Seller, Pledgor, Guarantor or Sponsor to strictly comply with the Payment Procedures shall, to the extent the related Margin Call if such Margin Call is delivered not otherwise satisfied by 3:00 p.m. New York City timeSeller within the time required hereunder, otherwise within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess constitute an immediate Event of Default pursuant to Section 4.02 in whole or in part 10.01(a) and shall not excuse Seller from the obligation to satisfy cure such Margin DeficitDeficit or relieve Guarantor from any of its obligations under the Guarantee Agreement, in the amount and manner permitted by Buyeras applicable, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as which obligations shall be absolute notwithstanding any such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficitfailure. (c) In no case shall Buyer’s forbearance election not to deliver, or to forbear from delivering a Margin Call at any time there is delivering, notice of a Margin Deficit shall not waive or be deemed to waive any such Margin Deficit or in any way limit, stop limit or impair Buyer’s right to deliver such a Margin Call notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Assetexists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as otherwise directed by BuyerBuyer in writing, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of the related Purchased Asset for which the related Margin Deficit exists. (e) Notwithstanding anything to the contrary set forth in this Section 4.01, any Margin Call notices delivered on a day that is not a Business Day or received by Seller after 3:00 p.m. of any Business Day shall be deemed received on the first Business Day following the date of such Purchased Assetdelivery.

Margin Deficit. (a) If on at any Business Day time the Market Value aggregate Margin Amount of a all Purchased Asset Loans subject to all Transactions hereunder is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding aggregate Repurchase Price for such Purchased Asset as of such date (excluding Price Differential), minus, without duplication, cash transfers previously made from the excessSeller to the Agent in response to previous Margin Calls, if any, for all such Transactions, a margin deficit (a “Margin Deficit”) will exist. If at any time the Margin Deficit (including any amounts that remain due and payable with respect to any previously issued Margin Call) exceeds Five Hundred Thousand Dollars ($500,000), then Buyer shall, at any time when by notice to the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right from time to time as determined in its sole and absolute discretion to make Seller (a margin call in writing (“Margin Call”), the Agent shall require the Seller to transfer (for the account of the Buyers) to the Agent (in the case of cash) or the Custodian (in the case of Additional Purchased Loans, as defined below), as appropriate, either (at the Seller’s option) cash, additional Eligible Loans reasonably acceptable to the Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Price of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) Upon delivery On any Business Day on which the aggregate Margin Amount of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price (excluding Price Differential) 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 Agent shall, upon receipt of a Margin Call on any Business Day, Seller shall, within one (1) Business Day written request from the date of the related Margin Call if Seller and provided such Margin Call is delivered Excess exceeds Five Hundred Thousand Dollars ($500,000), remit cash or authorize Custodian to release Purchased Loans, as requested by 3:00 p.m. New York City timethe Seller, otherwise within two (2) Business Days, in either case in an amount equal to the lesser of (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount requested by the Seller and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limitExcess, stop or impair Buyer’s right subject always to deliver a Margin Call at any time when the same or any other Margin Deficit exists on limitations of this Agreement. If cash is to be remitted, the same or any other Purchased Asset. Buyer’s rights Agent shall treat the receipt of the written request of the Seller under this Section 4.01 are cumulative and in addition 6.1(b) as if it were a request for a Transaction. To the extent the Agent remits cash to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. Seller, such cash shall be (dA) All cash transferred to Buyer pursuant to this Section 4.01 additional Purchase Price with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by BuyerTransactions, and notwithstanding any provision (B) subject in Section 5.02 or 5.03 all respects to the contrary, provisions and limitations of this Agreement. Each Buyer shall be applied to reduce the Purchase Price of such Purchased Asset.fund its Pro Rata share

Margin Deficit. (a) If on at any Business Day time the Market Value aggregate Margin Amount of a all Purchased Asset Loans subject to all Transactions hereunder is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding aggregate Repurchase Price for such Purchased Asset as of such date (excluding Price Differential), minus, without duplication, cash transfers previously made from the excessSeller to the Agent in response to previous Margin Calls, if any, for all such Transactions, a margin deficit (a “Margin Deficit”) will exist. If at any time the Margin Deficit exceeds One Million Dollars ($1,000,000), then Buyer shall, at any time when by notice to the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right from time to time as determined in its sole and absolute discretion to make Seller (a margin call in writing (“Margin Call”) ), the Agent shall require the Seller to Seller.transfer (for the account of the (b) Upon delivery On any Business Day on which the aggregate Margin Amount of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price (excluding Price Differential) 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 Agent shall, upon receipt of a Margin Call on any Business Day, Seller shall, within one (1) Business Day written request from the date of the related Margin Call if Seller and provided such Margin Call is delivered Excess exceeds One Million Dollars ($1,000,000), remit cash or authorize Custodian to release Purchased Loans, as requested by 3:00 p.m. New York City timethe Seller, otherwise within two (2) Business Days, in either case in an amount equal to the lesser of (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount requested by the Seller and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limitExcess, stop or impair Buyer’s right subject always to deliver a Margin Call at any time when the same or any other Margin Deficit exists on limitations of this Agreement. If cash is to be remitted, the same or any other Purchased Asset. Buyer’s rights Agent shall treat the receipt of the written request of the Seller under this Section 4.01 are cumulative and in addition 6.1(b) as if it were a request for a Transaction. To the extent the Agent remits cash to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. Seller, such cash shall be (dA) All cash transferred to Buyer pursuant to this Section 4.01 additional Purchase Price with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by BuyerTransactions, and notwithstanding any provision (B) subject in Section 5.02 or 5.03 all respects to the contrary, provisions and limitations of this Agreement. Each Buyer shall be applied to reduce the fund its Pro Rata share of such additional Purchase Price as if the remission of such Purchased AssetMargin Excess were the initiation of a Transaction hereunder.

Margin Deficit. In the event the sum of the Purchase Price of outstanding Transactions and any accrued and unpaid interest relating to the Price Differential thereon is greater than the sum of (ai) If on the aggregate Market Value of the Purchased Assets (provided that with respect to any Business Day Purchased Mortgage Loan, the Market Value for purposes of a such computation will not exceed the outstanding principal balance of such Purchased Asset is less than Mortgage Loan) and (ii) cash or the product aggregate Market Value of the Eligible Mortgage Loans (Aprovided that with respect to any Eligible Mortgage Loan, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Eligible Mortgage Loan) on deposit in the Buyer’s Margin Percentage times Account (B) the outstanding Repurchase Price for such Purchased Asset as of such date (the excess, if any, a “Margin Deficit”), then Custodian shall so notify Seller by 4:30 p.m. on such Business Day. By no later than 5:00 p.m. on the date of any such notice, Seller shall transfer to Seller’s Account Additional Purchased Assets and/or Cash such that, after transfer thereof by Buyer shallto Buyer’s Account, at any time when the then-current aggregate unpaid Margin Deficits Market Value of the Purchased Assets (provided that with respect to all any Purchased Mortgage Loan, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Purchased Mortgage Loan), including Additional Purchased Assets and Cash, equals or exceeds $250,000, have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing (“Margin Call”) to Seller. (b) Upon delivery of a Margin Call on any Business Day, Seller shall, within one (1) Business Day from the date of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of outstanding Transactions and any accrued and unpaid interest relating to the Price Differential thereon. If such Margin Deficit is not cured by the Repo Seller within the same Business Day (if notice of a Margin Deficit is provided at or before 4:30 p.m. (New York time) on such day) or the immediately following Business Day (if notice of a Margin Deficit is provided after 4:30 p.m. (New York time)) the Custodian shall notify Buyer and Seller that a Repo Event of Default has occurred, unless waived in writing by 100% of the Noteholders of each class of Notes. All Additional Purchased AssetAssets transferred to Buyer’s Account shall be deemed to be Purchased Assets.

Margin Deficit. (a) If on the Asset Value for one or more Purchased Assets (other than any Business Day the Market Value of a Purchased Asset Permitted Asset) is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Purchase Price for such Purchased Asset (as of such date determined by Buyer in its discretion) (the excess, if any, a “Margin Deficit”), then Buyer shallmay give Seller notice of any such Margin Deficit. So long as no Default or Event of Default has occurred and is continuing, at any time when to the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right from time to time extent Excess Funding Capacity exists (as determined by Buyer in its sole and absolute discretion discretion), Buyer shall reallocate such Margin Deficit (a “Reallocation”) by increasing the Purchase Price for one or more other Purchased Assets (such Purchased Assets and the amounts of such increases to be determined by Buyer) so long as (i) such Reallocations do not result in a Default, an Event of Default or a Margin Deficit with respect to any other Purchased Asset as reasonably determined by Buyer and (ii) as a result of such Reallocations, (A) the Approved Applicable Percentage shall not be exceeded for any Purchased Asset, as determined by Buyer, (B) no Purchased Asset (other than a Permitted Asset) shall have a PPV in excess of the Required PPV Percentage, as reasonably determined by Buyer, (C) each Purchased Asset (other than a Permitted Asset) must have a Debt Yield at least equal to the Required Debt Yield Percentage, as reasonably determined by Buyer, (D) each Purchased Asset shall continue to be an Eligible Asset after such Reallocation, and (E) the Concentration Limits shall not be exceeded for any Purchased Asset; provided, however, in no event shall Buyer increase the Purchase Price for a Purchased Asset with an outstanding Margin Deficit. In connection with any such Reallocation, Seller shall execute new Confirmations promptly following request of Buyer. Seller understands and acknowledges that Reallocations may not be possible or, if possible, may not fully eliminate the Margin Deficit and that the manner, method and all other factors relating to such Reallocation are in Buyer’s sole and absolute discretion. (b) If a Reallocation does not occur or, if a Reallocation occurred but the same did not fully eliminate the Margin Deficit, then Buyer may make a margin call in writing (a “Margin Call”) on Seller for the remaining Margin Deficit. If Buyer determines to Seller. (b) Upon delivery of make a Margin Call on any Business DaySeller to correct the Margin Deficit, Seller shall, within one (1) Business Day after notice from Buyer (the date of the related “Margin Call if such Margin Call is delivered by 3:00 p.m. New York City timeCorrection Deadline”), otherwise within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the an amount necessary (as to eliminate such amount may be reduced by any application of Margin Excess pursuant to clause (iDeficit or repurchase the Purchased Asset(s) above) to fully cure which resulted in the related Margin DeficitCall. (c) In no case Failure to satisfy any Margin Deficit by the Margin Correction Deadline shall result in an Event of Default under this Agreement. (d) For the avoidance of doubt, Buyer may require the elimination of a Margin Deficit with respect to a single Purchased Asset or multiple Purchased Assets. (e) Buyer’s forbearance from delivering election not to give notice of a Margin Deficit or otherwise make a Margin Call at any time there is a Margin Deficit be deemed to shall not waive such the Margin Deficit or in any way limit, stop limit or impair Buyer’s right to deliver a Margin Call Deficit notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Assetexists. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (df) All Except as otherwise required by Buyer, all cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall AccountAccount and, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such the Purchased AssetAsset(s) to which the Margin Deficit relates.

Margin Deficit. (a) If on at any Business Day time the Market aggregate Purchase Value of a all Purchased Asset Loans subject to all Transactions hereunder is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding aggregate Repurchase Price for such Purchased Asset as of such date (excluding Price Differential), minus, without duplication, cash transfers previously made from the excessSeller to the Agent in response to previous Margin Calls, if any, for all such Transactions (a “Margin Deficit”), then Buyer shall, at any time when by notice to the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right from time to time as determined in its sole and absolute discretion to make Seller (a margin call in writing (“Margin Call”), the Agent shall require the Seller to transfer (for the account of the Buyers) to the Agent or the Custodian, as appropriate, either (at the Seller’s option) cash, additional Eligible Loans reasonably acceptable to the Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). The Agent will request a recalculation of the Purchase Value of all or a portion of the Purchased Loans from the Custodian at the times it deems appropriate in its sole discretion and at any other time at the request of the Required Buyers; provided that, other than during the existence of a Default or Event of Default, the Purchase Values shall not be recalculated on less than a weekly basis. (b) Upon delivery On any Business Day on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price (excluding Price Differential) 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 Agent shall, upon receipt of a Margin Call on any Business Day, Seller shall, within one (1) Business Day written request from the date Seller, remit cash or release Purchased Loans, as requested by the Seller, in either case in an amount equal to the lesser of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount requested by the Seller and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limitExcess, stop or impair Buyer’s right subject always to deliver a Margin Call at any time when the same or any other Margin Deficit exists on limitations of this Agreement. If cash is to be remitted the same or any other Purchased Asset. Buyer’s rights Agent shall treat the receipt of the written request of the Seller under this Section 4.01 are cumulative and in addition 6.1(b) as if it were a request for a Transaction. To the extent the Agent remits cash to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. Seller, such cash shall be (dA) All cash transferred to Buyer pursuant to this Section 4.01 additional Purchase Price with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by BuyerTransactions, and notwithstanding any provision (B) subject in Section 5.02 or 5.03 all respects to the contrary, provisions and limitations of this Agreement. Each Buyer shall be applied to reduce the fund its Pro Rata share of such additional Purchase Price as if the remission of such Purchased AssetMargin Excess were the initiation of a Transaction hereunder.

Margin Deficit. (a) If (i) If, on any Business Day date, the Market Value of all Purchased Assets (excluding Additional Purchased Assets and Margin Assets) subject to a Purchased Asset Transaction as of such date is less than the product of (A) Buyer’s Maximum Margin Percentage times (B) the aggregate outstanding Repurchase Purchase Price for such Purchased Asset Assets as of such date (the excess, if any, a “Transaction Margin Deficit”), then Buyer shalland such Transaction Margin Deficit, at minus the Pledged Market Value of any time when the then-current aggregate unpaid Margin Deficits with respect to all Additional Purchased Assets previously transferred to Buyer and currently subject to such Transaction, exceeds $250,000the Minimum Margin Call Amount, have the right from time Buyer may provide notice to time Seller (as determined such notice is more particularly set forth below and in its sole and absolute discretion to make Section 4.01(b) (a margin call in writing (“Transaction Margin Call”)) to Seller. (b) Upon delivery of a Margin Call on any Business Day, Seller shall, within one (1) Business Day from the date of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Transaction Margin Deficit, in the amount and manner permitted by Buyer. Such notice shall require Seller, in Buyer’s sole discretion and/or discretion, to (iii) transfer cash to Buyer, (ii) repurchase Purchased Assets at the Repurchase Price thereof, (iii) if Seller and Buyer (in its discretion) agree, transfer to Buyer or its designee (including Custodian) for no additional consideration additional Eligible Grantor Trust Interests or Eligible Pass-Through Trust Interests, as applicable (“Additional Purchased Assets”) and Margin Assets, or (iv) deliver any combination of the amount necessary foregoing, so that, in each such case, after giving effect to such transfers, repurchases and payments, the Aggregate Purchase Price for all Purchased Assets does not exceed the aggregate Market Value thereof multiplied by the Applicable Percentage; provided, that Seller may request and Buyer (in its discretion) may apply the Pledged Market Value of any previously delivered Additional Purchased Assets or Margin Assets to reduce such Transaction Margin Deficit; provided further, that that the Pledged Market Value of any Additional Purchased Asset or Margin Assets shall not be applied to more than one Margin Deficit on any date. Buyer shall apply the funds received in satisfaction of a Transaction Margin Deficit to the Repurchase Obligations in such manner as such amount Buyer determines. For the avoidance of doubt a Transaction Margin Call may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 made with respect to a single Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such multiple Purchased AssetAssets.

Margin Deficit. (a) If With respect to any Purchased Asset or group of Purchased Assets, if on any Business Day date either of the Market Value of a following has occurred (I) for any individual Purchased Asset (X) a Credit Event with respect to such Purchased Asset has occurred and (Y) an amount equal to the product of the Applicable Percentage for such Purchased Asset, multiplied by its Market Value, is less than the product of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Purchase Price for such Purchased Asset as of such date date, or (II) one or more of the Purchased Assets has caused Seller to violate the Facility Debt Yield Test (the excessamount of any shortfall under clause (I) or the amount necessary to cure any violation under clause (II), if any, a “Margin Deficit”), then Buyer shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, shall have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing on Seller (a “Margin Call”) in an amount equal to Seller. the amount of the related Margin Deficit; provided that, (bi) Upon delivery prior to the occurrence and continuation of a Default or an Event of Default, Buyer shall only make a Margin Call if the related Margin Deficit or Margin Deficits exceeds the Material Impairment Threshold, (ii) prior to the occurrence and continuance of a Default or an Event of Default, Buyer shall not make any -55- Margin Call under clause (I) above in connection with any Purchased Asset that accrues interest at a floating rate to the extent that the related Margin Deficit resulted from interest rate changes and/or credit spread movements, and (iii) for the avoidance of doubt, but subject to the foregoing clauses (i) and (ii), Buyer shall be permitted to make Margin Calls hereunder in connection with multiple assets at the same time. In lieu of the satisfaction by Seller of a Margin Call on any Business Dayunder clause (I) above through the payment of cash or in combination with Seller’s payment of cash, Buyer may elect, in its sole and absolute discretion, upon a written request of Seller shall, within one that satisfies all of the requirements set forth in clauses (1w) Business Day from through (z) below (to be received prior to the date that the related Margin Deficit is due), to reallocate any then-currently available Margin Excess in order to eliminate the related Margin Deficit by increasing the Purchase Price of a Purchased Asset with the related Margin Excess and decreasing the Purchase Price of the Purchased Asset that is the subject of the related Margin Call if Call. Any such written request for reallocation shall include the following, with such back-up calculations as Buyer may require: (w) the Purchased Asset(s) with respect to which Margin Excess exists and the amount of such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business DaysExcess that Seller requests be re-allocated, (ix) subject the Purchased Asset to which Seller is requesting such Margin Excess be applied, the new Purchase Price of such Purchased Asset and the new Purchase Price of the Purchased Asset with the related Margin Excess, in each case, after giving pro forma effect to such allocation, (y) the amount of the Margin Deficit on the Purchased Asset to which such Margin Excess is to be applied both immediately prior to and immediately after giving pro forma effect to such allocation and (z) a certification from Seller that no Default or Event of Default has occurred and is continuing (except as would be cured by such reallocation). Upon Buyer’s approval 's independent confirmation, to be made in Buyer’s sole discretion, apply that the Margin Excess Requirements have been satisfied and the conclusions and calculations set forth in Seller's written request comply with the requirements set forth above, Buyer may, in its sole and absolute discretion, reallocate the related Margin Excess to those Purchased Assets for which Margin Deficits would otherwise exist, as determined by Buyer in its sole discretion, and, immediately thereafter, Seller shall execute and deliver new Confirmations acceptable to Buyer reflecting the new Purchase Price of all affected Purchased Assets. (b) To the extent any Margin Deficit that is subject to a Margin Call under Section 4.01(a)(I) above is not eliminated by way of a Margin Excess reallocation pursuant to Section 4.01(a), or in the case of any Margin Call under Section 4.01(a)(II) above, in each case, Seller shall, within three (3) Business Days after notice from Buyer that a Margin Call has occurred (provided that, if such notice is delivered to Seller after 1:00 p.m. (New York City time), such three (3) Business Day period shall commence on the Business Day following Buyer’s delivery thereof), at Seller’s option (i) transfer cash to Buyer, (ii) repurchase Purchased Assets at the Repurchase Price thereof, or (iii) choose any combination of the foregoing, so that, after giving effect to such transfers, repurchases and payments, the related Margin Deficit is fully cured. Notwithstanding anything to the contrary herein, in no event shall available Margin Excess pursuant in respect of any LIBOR Based Transaction be reallocated (i.e., in such a way that the Purchase Price of any such LIBOR Based Transaction would be increased) at any time to Section 4.02 cure in whole or in part a Margin Deficit relating to satisfy (x) any SOFR Based Transaction or (y) any LIBOR Based Transaction where such reallocation would result in an increase to the Purchase Price of any LIBOR Based Transaction with a Repurchase Date that is later than the Repurchase Date of the LIBOR Based Transaction in respect of which such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin DeficitDeficit exists. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of either (i) in connection with any Margin Deficit under Section 4.01(a)(I), the Purchased Asset to which such Margin Deficit relates, or (ii) in connection with any Margin Deficit under Section 4.01(a)(II), to the unpaid Purchase Price(s) of such Purchased AssetAsset(s) as Buyer shall determine in its sole discretion. Immediately after the satisfaction by Seller of each Margin Call hereunder, Seller and Buyer shall execute and deliver the appropriate amended and restated Confirmations.

Margin Deficit. (a) If on any Business Day date (i) prior to the Extension Period, and during the first ninety (90) days of the Extension Period, the Market Value of a all Purchased Asset Assets is less than the product of (A) Buyer’s Margin Percentage times (B) the aggregate outstanding Repurchase Purchase Price for such Purchased Asset Assets as of such date, (ii) any date after the ninetieth (90th) day following the start of the Extension Period, the Extension Margin Amount as of such date is less than the aggregate Purchase Price of all Purchased Assets (the excesseither (i) or (ii), if any, a “Margin Deficit”), then and such Margin Deficit is greater than the Minimum Transfer Amount, Buyer shall, at any time when the then-current aggregate unpaid Margin Deficits with respect may provide notice to all Purchased Assets exceeds $250,000, have the right from time to time Seller (as determined such notice is more particularly set forth below and in its sole and absolute discretion to make Section 4.01(b) (a margin call in writing (“Margin Call”)) of such Margin Deficit. Such notice shall require Seller to Sellertransfer cash to Buyer to reduce the Aggregate Purchase Price, so that, after giving effect to such payments, the Aggregate Purchase Price for all Purchased Assets does not exceed the aggregate Market Value thereof multiplied by the Applicable Percentage or, after the (90th) day following the start of the Extension Period, the Extension Margin Amount as of such date. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations to reduce the Aggregate Purchase Price in such manner as Buyer determines. For the avoidance of doubt, a Margin Call may be made with respect to a single Purchased Asset or multiple Purchased Assets, so long as a Margin Deficit that is greater than the Minimum Transfer Amount exists. (b) Upon Notice delivered pursuant to Section 4.01(a) may be given by any written means. Any notice given before 11:00 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 next Business Day; notice given after 11:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 11:00 a.m. (New York City time) on the second Business Day following such notice delivery (the foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of Buyer, on any Business Dayone or more occasions, Seller shallto exercise its rights hereunder, within one (1) Business Day from shall not change or alter the date terms and conditions to which this Agreement is subject or limit the right of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, (i) subject Buyer to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficitdo so at a later date. (c) In no case shall Buyer’s forbearance from delivering election not to deliver a Margin Call at any time there is a Margin Deficit be deemed to shall not waive such the Margin Deficit or in any way limit, stop limit or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin Deficit exists on the same or any other Purchased Assetexists. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset.

Margin Deficit. (a) If With respect to any Purchased Asset, if (I) on any Business Day date an amount equal to (x) the product of the Applicable Percentage for such Purchased Asset multiplied by the Market Value of a for such Purchased Asset is less than the product of (A) Buyer’s Margin Percentage times (By) the outstanding Repurchase Purchase Price for such Purchased Asset as of such date (the excessany such shortfall, if any, a “Margin Deficit”)) and (II) a Credit Event has occurred, then Buyer shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, shall have the right from time to time as determined in its sole and absolute discretion to make deliver a margin call in writing notice to Seller (any such notice, a “Margin Call”) requiring payment by Seller to SellerBuyer in immediately available funds (or in accordance with Section 4.01(b) below) in an amount equal to the related Margin Deficit; provided that, (i) prior to the occurrence and continuation of a Default or an Event of Default, Buyer shall only make a Margin Call if the related Margin Deficit exceeds, or if the aggregate of all Margin Deficits collectively exceeds, the Material Impairment Threshold, (ii) prior to the occurrence and continuance of a Default or an Event of Default, Buyer shall not make any Margin Call in connection with any Purchased Asset that accrues interest at a floating rate to the extent that the related Margin Deficit resulted solely from interest rate changes and/or credit spread movements, (iii) for the avoidance of doubt, ▇▇▇▇▇ shall be permitted to make Margin Calls hereunder in connection with multiple assets at the same time, and (iv) prior to the occurrence and continuance of a Default or an Event of Default, Buyer shall not make any Margin Call within thirty (30) days of Buyer’s delivery of any other Margin Call hereunder. (b) Upon delivery In lieu of the satisfaction by Seller of a Margin Call on any Business Daythrough the payment of cash or in combination with Seller’s payment of cash, Buyer may elect, in its sole and absolute discretion, upon a written request of Seller shall, within one that satisfies all of the requirements set forth in clauses (1w) Business Day from through (z) below (to be received prior to the date that the related Margin Deficit is due), to reallocate any then-currently available Margin Excess in order to eliminate the related Margin Deficit by increasing the Purchase Price of one or more Purchased Assets then having any Margin Excess and decreasing the Purchase Price of one or more Purchased Assets that is or are the subject of the related Margin Call if Call, by the same aggregate amounts. Any such Margin Call is delivered written request for reallocation shall include a certification by 3:00 p.m. New York City timeSeller setting forth the following, otherwise within two with such back-up calculations as Buyer may require: (2w) Business Daysthe Purchased Asset(s) with respect to which Seller requests that Buyer determine, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available that Margin Excess pursuant exists and the amount of such Margin Excess, if any, that Seller requests be re-allocated, (x) the Purchased Asset(s) to Section 4.02 which Seller is requesting such Margin Excess be applied, the new Purchase Price of each such Purchased Asset and the new Purchase Price of the Purchased Asset(s) with the related Margin Excess, in whole or each case, after giving pro forma effect to such reallocation, (y) the amount of the Margin Deficit on the Purchased Asset(s) to which any such Margin Excess is to be applied in part order to satisfy reduce the Purchase Price(s) thereof so as to eliminate such Margin Deficit, both immediately prior to and immediately after giving pro forma effect to such reallocation, and (z) that no Default or Event of Default exists (except as would be cured by such reallocation). In connection with any request from Seller to reallocate available Margin Excess, Buyer may, in its sole and absolute discretion, elect to increase the Applicable Percentage and/or Purchase Price of one or more Purchased Assets, by such amounts as Buyer shall determine in its sole and absolute discretion, in order to calculate the amount and manner permitted by Buyerof Margin Excess then-currently available in respect of such Purchased Asset(s). Upon ▇▇▇▇▇’s independent confirmation, to be made in Buyer’s sole discretion and/or discretion, that the conclusions and calculations set forth in Seller’s written request comply with the requirements set forth above, Buyer may, in its sole and absolute discretion, reallocate the related Margin Excess to those Purchased Assets for which Margin Deficits would otherwise exist, as determined by Buyer in its sole discretion, and, immediately thereafter, Seller shall execute and deliver new Confirmations acceptable to Buyer reflecting the new Purchase Price of all affected Purchased Assets. (iic) To the extent any Margin Deficit that is subject to a Margin Call under Section 4.01(a) above is not eliminated by way of a Margin Excess reallocation pursuant to Section 4.01(a), Seller shall, within three (3) Business Days after notice from Buyer that a Margin Call has occurred, either (i) transfer cash to Buyer, or (ii) repurchase the related Purchased Asset(s) subject to such Margin Call, so that, after giving effect to such transfers (excluding all Release Amounts paid to Buyer in the amount necessary (as such amount may be reduced by connection with any application of Margin Excess cure made pursuant to clause (i) above) to fully cure 4.01(b)(ii)), the related Margin DeficitDeficit is fully cured. (cd) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (de) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer▇▇▇▇▇, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of either (i) in connection with any Margin Deficit under Section 4.01(a)(I), the Purchased Asset to which such Margin Deficit relates, or (ii) in connection with any Margin Deficit under Section 4.01(a)(II), to the unpaid Purchase Price(s) first, of the Purchased AssetAsset(s) identified by Buyer in connection with such Margin Call, and second, of such other Purchased Asset(s) as Buyer shall have determined in its sole discretion. Immediately after the satisfaction by ▇▇▇▇▇▇ of each Margin Call hereunder, ▇▇▇▇▇▇ and ▇▇▇▇▇ shall execute and deliver the appropriate amended and restated Confirmations.

Margin Deficit. (a) If If, as determined by Buyer in its discretion, (i) a Credit Event has occurred, (ii) the Asset Value for one or more Purchased Assets is less than the outstanding Purchase Price for such Purchased Asset (excluding changes in the Asset Value of Purchased Assets that are due solely to interest rate spreads or credit spreads), (iii) the Debt Yield for all Purchased Assets (on any Business Day a combined basis) is less than the Market Required Portfolio Debt Yield Percentage or (iv) a Confirmation for a Purchased Asset permits the Buyer to reduce the Asset Value of a Purchased Asset is less than upon the product occurrence or non-occurrence of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Price a specified event or events for a specified amount or an amount to be determined by Buyer and such Purchased Asset event has occurred or failed to occur, as of such date determined by Buyer (the excessoccurrence of any such event under clauses (i), if any(ii), (iii) and/or (iv) and the related Deficit Amount, a “Margin Deficit”), then Buyer may give Seller notice of any such Margin Deficit. So long as no Default or Event of Default has occurred and is continuing and to the extent that any Excess Funding Capacity exists, Buyer shall, at to the extent of any time when Excess Funding Capacity, reallocate such Margin Deficit (a “Reallocation”) to one or more Purchased Assets with Excess Funding Capacity by increasing the then-current aggregate unpaid Purchase Price for one or more such other Purchased Assets (such Purchased Assets with Excess Funding Capacity and the amounts of such increases to be determined by Buyer in its discretion) so long as, and in each case, subject to satisfaction of the following: (A) such Reallocations do not result in a Default, an Event of Default or a Margin Deficits Deficit with respect to all any other Purchased Asset as determined by Buyer and (B) as a result of such Reallocations, (I) no Purchased Asset shall have a PPV in excess of the Maximum PPV Percentage, as determined by Buyer, (II) [reserved], (III) each Purchased Asset shall continue to be an Eligible Asset after such Reallocations, (IV) the Purchased Assets (on a combined basis) satisfy the Required Portfolio Debt Yield Percentage, (V) the applicable requirements and conditions set forth in Section 3.01, to the extent not specified in this Section 4.01 are satisfied or will be satisfied after giving effect to such Reallocations, (VI) no Purchased Asset shall have an Applicable Percentage that exceeds $250,000the Applicable Percentage set forth in the related Confirmation, have (VII) the right from time Concentration Limit shall not be violated, and (VIII) Buyer has received evidence satisfactory to time as determined Buyer in its sole discretion of the continuing enforceability of the Guaranty and absolute discretion to make the current compliance by the Guarantor with all Financial Covenants and other obligations set forth in the Repurchase Documents; provided, however, in no event shall Buyer increase the Purchase Price for a margin call in writing (“Purchased Asset with an unsatisfied Margin Call”) to Seller. (b) Upon delivery of a Margin Call on . In connection with any Business Daysuch Reallocation, Seller shallshall execute replacement Confirmations acceptable to Buyer in its discretion promptly (but, in any event, within one (1) Business Day Day) following the request of Buyer. Seller understands and acknowledges that Reallocations may not be possible or, if possible, may not fully eliminate the Margin Deficit and that, subject to Seller’s rights set forth herein, the manner, method and all other factors relating to such Reallocation are in Buyer’s discretion. (b) If a Reallocation does not occur or, if a Reallocation occurred but the same did not fully eliminate the Margin Deficit, then Buyer may in its discretion give Seller written notice of such Margin Deficit and the related Deficit Amount in connection with such Margin Deficit and make a margin call (a “Margin Call”) on Seller for the Margin Deficit (such notice the “Margin Call Notice”); provided, however, unless a Default or Event of Default exists, Buyer shall not make a Margin Call until the Margin Deficit equals or exceeds the Margin Threshold. On or before the Margin Correction Deadline (time being of the essence), Seller shall pay to Buyer in immediately available funds the full amount of Margin Deficit set forth in such Margin Call Notice. Seller shall, prior to the Margin Correction Deadline, remit to Buyer all Unrestricted Cash in satisfaction of such Margin Deficit, provided, that, to the extent Unrestricted Cash is insufficient to satisfy the applicable Margin Deficit in full, and, by the Margin Correction Deadline, Seller remits any Unrestricted Cash and no Default or Event of Default exists (other than a Default related to such unpaid Margin Deficit which is the subject of the Margin Call Notice), then such period shall be extended and Seller shall have a total of five (5) Business Days from the date of the related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part Notice to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related remaining Margin Deficit. (c) In no case Failure to satisfy any Margin Deficit by the Margin Correction Deadline shall result in an Event of Default under this Agreement. (d) For the avoidance of doubt, Buyer may require the elimination of a Margin Deficit with respect to a single Purchased Asset or multiple Purchased Assets. (e) Buyer’s forbearance from delivering election in its discretion not to give notice of a Margin Deficit or otherwise make a Margin Call at any time there is a Margin Deficit be deemed to shall not waive such the Margin Deficit or in any way limit, stop limit or impair Buyer’s right to deliver a Margin Call Notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Assetexists. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (df) All Except as otherwise required by Buyer, all cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall AccountAccount and, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied by Buyer to reduce the Purchase Price of the Purchased Asset(s) to which the Margin Deficit relates. With respect to the Purchased Assets for which the Margin Deficit was applied, Seller shall execute replacement Confirmations reflecting the applicable change to the Purchase Price of the related Purchased Assets promptly following the payment of such Purchased AssetMargin Deficit.