Common use of Margin Maintenance Clause in Contracts

Margin Maintenance. (a) If at any time the aggregate outstanding amount of the Purchase Price exceeds the Asset Base in effect at such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date (such excess, a “Margin Deficit”), then Buyer may by notice to Seller require Seller to eliminate the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only. (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset at any time and from time to time. Upon the aggregate outstanding amount occurrence and during the continuance of the Purchase Price exceeds the Asset Base in effect at such timea Margin Deficit Event with respect to any Purchased Asset, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date (such excessPurchaser may, a “Margin Deficit”), then Buyer may by written notice to Seller require Seller to eliminate substantially in the Margin Deficit form of Exhibit VIII hereto (such requirement, a “Margin Call”) by effecting any or all of the following actions: ), require Seller to (i) the transfer of make a cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the payment in reduction of the value Repurchase Price of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) such Purchased Asset or (ii) onlyat the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (b) Notice delivered pursuant to Section 2.05(a) may be If a Margin Call is given by Purchaser under Article 4(a) on any written Business Day at or electronic means. With respect prior to a Margin Call, any notice given before 5:00 p.m. 10 a.m. (New York City time) on a Business Day ), the Seller shall be met, and cure the related Margin Call satisfied, Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York City time) on the following Business Daysame day. With respect to If a Margin Call, Call is given by Purchaser under Article 4(a) on any notice given Business Day after 5:00 p.m. 10 a.m. (New York City time) on a Business Day ), the Seller shall be met, and cure the related Margin Call satisfied, Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York City time) on the second immediately following Business Day. (2ndc) Business Day following From time to time, if (i) the date Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as excess, the “Margin DeadlinesExcess”. ) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) The failure of Buyeror delay by Purchaser, on any one or more occasions, to exercise its rights hereunder, under this Article 4 shall not change or alter the terms and conditions to which of this Agreement is subject or limit or waive the right of Buyer Purchaser to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law date or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at any time the aggregate outstanding amount of the Purchase Price exceeds of the Note is greater than the related Asset Base in effect at such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date Value (such excess, a “Margin Deficit”), then Buyer the Administrative Agent may by notice to Seller require Seller to eliminate transfer to the Administrative Agent for the benefit of Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only). (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit (provided that the Buyer shall pay interest thereon at the overnight federal funds rate), or (ii) may be applied by Buyer or the Administrative Agent on its behalf against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at any time the aggregate outstanding amount of the Purchase Price exceeds of the Note is greater than the related Margin Asset Base in effect at such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date Value or the Maximum Purchase Price (such excess, a “Margin Deficit”), then Buyer may by notice to Seller require Seller to eliminate transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only). (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer B▇▇▇▇ retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount Market Value of the Purchase Price exceeds the Asset Base in effect at any Purchased Mortgage Loan subject to a Transaction is less than Buyer’s Margin Amount for such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date (such excess, a “Margin Deficit”), then Buyer may by notice to any Seller require Seller to eliminate transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only. (b) b. Notice delivered pursuant to Section 2.05(a6(a) may be given by any written or electronic means. With respect to a Margin Call in the amount of less than 5% of the Purchase Price for all Transactions (a “Low Percentage Margin Call”), any notice given before 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any ; notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. With respect to all Margin Calls other than Low Percentage Margin Calls, any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) c. In the event that a Margin Deficit existsexists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer against the related Margin Deficit or and (ii) may be applied by Buyer against any Purchased Mortgage Loan for which the Purchase Pricerelated Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at any time the aggregate outstanding amount of the Purchase Price exceeds of the Note is greater than the Asset Base in effect at such time, as determined on each Interim Payment Date after taking into account any Value for the related Transaction being effected on such date (such excess, a “Margin Deficit”), then Buyer may Administrative Agent may, and, at the direction of all Buyers, shall, by notice to Seller require Seller to eliminate transfer to Administrative Agent cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only). (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of BuyerAdministrative Agent, on any one or more occasions, to exercise its the rights of Buyers hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer Administrative Agent to do so at a later date. Seller Seller, Buyers and Buyer Administrative Agent each agree that a failure or delay by Buyer Administrative Agent to exercise its the rights of Buyers hereunder shall not limit or waive BuyerAdministrative Agent’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer Administrative Agent may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer Administrative Agent against the related Margin Deficit or (ii) may be applied by Buyer Administrative Agent against the Purchase Price. Notwithstanding the foregoing, Buyer Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at any time the aggregate outstanding amount of the Purchase Price exceeds of the Note is greater than the related Asset Base in effect at such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date Value or the Maximum Purchase Price (such excess, a “Margin Deficit”)) by $250,000 or more, then Buyer may by notice to Seller require Seller to eliminate transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only). (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 4:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 3:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer B▇▇▇▇ retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount Market Value of the Purchase Price exceeds Purchased Assets subject to Transactions is less than the Asset Base in effect at such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date Buyer’s Margin Amount for all Transactions (such excess, a “Margin Deficit”), then the Buyer may by notice to any Seller require Seller the Sellers to eliminate transfer to the Buyer cash or Additional Purchased Assets, approved by the Buyer in its sole discretion, in all cases, in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only). (b) b. Notice delivered pursuant to Section 2.05(a6(a) may be given by any written or electronic means. With respect to a Margin Call, any Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. Day (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 second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of the Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of the Buyer to do so at a later date. Seller The Sellers and the Buyer each agree that a failure or delay by the Buyer to exercise its rights hereunder shall not limit or waive the Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellerthe Sellers. (c) c. In the event that a Margin Deficit exists, the Buyer may retain any funds received by it to which Seller the Sellers would otherwise be entitled hereunder, which funds (i) may shall be held by the Buyer against the related Margin Deficit or and (ii) may be applied by the Buyer against any Purchased Asset for which the Purchase Pricerelated Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at any time the aggregate outstanding amount of the Purchase Price exceeds of the Asset Base in effect at such time, as determined on each Interim Payment Date after taking into account any Note is greater than the Margin Market Value or the Maximum Purchase Price for the related Transaction being effected on such date (such excess, a “Margin Deficit”), then Buyer may Administrative Agent shall, unless waived by all Buyers, by notice to Seller Sellers require Seller Sellers to eliminate transfer to Administrative Agent, for the benefit of Buyers, cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only). (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of BuyerAdministrative Agent, on any one or more occasions, to exercise its the rights of Buyers hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer Administrative Agent to do so at a later date. Seller Parties, Administrative Agent and Buyer each of the Buyers each agree that a failure or delay by Buyer Administrative Agent to exercise its the rights of Buyers hereunder shall not limit or waive BuyerAdministrative Agent’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellerthe Sellers. (c) In the event that a Margin Deficit exists, Buyer Administrative Agent may retain any funds received by it to which Seller the Sellers would otherwise be entitled hereunder, which funds (i) may be held by Buyer Administrative Agent, for the benefit of Buyers, against the related Margin Deficit or (ii) may be applied by Buyer Administrative Agent against the Purchase Price. Notwithstanding the foregoing, Buyer Administrative Agent retains the right, in its sole discretiondiscretion (unless otherwise subject to a right of waiver by all Buyers under this Section 2.05), to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount Market Value of the Purchase Price exceeds the Asset Base in effect at any Purchased Mortgage Loan subject to a Transaction is less than Buyer's Margin Amount for such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date (such excess, a “"Margin Deficit”"), then Buyer may by notice to any Seller require Seller Sellers to eliminate transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a “"Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only"). (b) b. Notice delivered pursuant to Section 2.05(a6(a) may be given by any written or electronic means. With respect to a Margin Call, any Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. Day (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 second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “"Margin Deadlines”"). The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s 's rights under this Agreement or otherwise existing by law or in any way create additional rights for SellerSellers. (c) c. In the event that a Margin Deficit existsexists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which Seller the Sellers would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer against the related Margin Deficit or and (ii) may be applied by Buyer against any Purchased Mortgage Loan for which the Purchase Pricerelated Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at any time the aggregate outstanding amount of the Purchase Price exceeds of the Note is greater than the related Asset Base in effect at such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date Value or the Maximum Purchase Price (such excess, a “Margin Deficit”), and such Margin Deficit exceeds the Minimum Transfer Amount, then Buyer Administrative Agent may by notice to Seller require Seller to eliminate transfer to Administrative Agent cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only). (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following same Business Day. With respect to a Margin Call, any notice given on or after 5:00 p.m. 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 12:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Administrative Agent or Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Administrative Agent or Buyer to do so at a later date. Seller and Buyer Administrative Agent and B▇▇▇▇ each agree that a failure or delay by Administrative Agent or Buyer to exercise its rights hereunder shall not limit or waive Administrative Agent’s or Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Administrative Agent or Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer B▇▇▇▇ retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at any time the aggregate outstanding amount Market Value of the Purchase Price exceeds Purchased Loans and Loans owned by any Trust represented by a Purchased Certificate is less than the Asset Base in effect at such timeaggregate MV Margin Amount for all outstanding Transactions, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date (such excessevent, a “Margin Deficit”), then Buyer may may, by notice to Seller Sellers and Guarantor, require Seller Sellers to eliminate transfer to Buyer cash within the time period specified in clause (b) below, so that the cash and aggregate Market Value of the Purchased Loans and Loans owned by any Trusts represented by a Purchased Certificate will thereupon equal or exceed the aggregate Margin Deficit Cure Amount (such requirement, a “Margin Call”) by effecting any or all of ). Buyer shall deposit such cash into a non-interest bearing account until the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) onlynext succeeding Repurchase Date. (b) Notice delivered required pursuant to Section 2.05(a6(a) may be given by any written or electronic meansmeans provided in Section 21 hereof. With respect to a Margin Call, any Any notice given before 5:00 p.m. prior to 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 same Business Day. With respect to a Margin Call, any Any notice given after 5:00 p.m. to 11:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no not later than 5:00 p.m. 12:00 noon (New York City time) on the second (2nd) next Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”Day. The failure of Buyer, on any one or more occasions, to exercise its rights hereunderunder this Section 6, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for SellerSellers. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount Market Value of all Purchased Assets subject to all Transactions is less than the Purchase Price exceeds the Asset Base in effect at aggregate Buyer's Margin Amount for all such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date Transactions (such excess, a “"Margin Deficit”"), then Buyer may by notice to the related Seller require the related Seller in such Transactions to eliminate transfer to Buyer cash so that the cash and aggregate Market Value of the Purchased Assets will thereupon equal or exceed such aggregate Buyer's Margin Deficit Amount (such requirement, a “"Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash "). If a Seller fails to Buyer, (ii) the application of an Additional Note Payment to satisfy a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) onlyin accordance with this Section 6(a), then Buyer may, in its sole discretion, immediately satisfy a Margin Deficit, by netting the purchase price under any Existing Agreement by the amount of such Margin Deficit. Upon such netting, the purchase price under such Existing Agreement shall be increased on a dollar for dollar basis by the amount of such Margin Deficit regardless of whether the maximum aggregate purchase price had already been reached under any such Existing Agreement. (b) b. Notice delivered required pursuant to Section 2.05(a6(a) may be given by any written or electronic meansmeans provided in Section 35 hereof. With respect to a Margin Call, any Any notice given received before 5:00 p.m. (11:00 a.m. New York City time) 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) time on the following such Business Day. With respect to a Margin Call, any ; notice given received after 5:00 p.m. (11:00 a.m. New York City time) 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) time on the second (2nd) following Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”Day. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller The related Seller, each Guarantor and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s 's rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellerthe related Seller or any Guarantor. (c) In c. If the event that Sellers fail to satisfy a Margin Deficit existsin accordance with Section 6(a) and Section 6(b) hereof, then Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the rightmay, in its sole discretion, to make satisfy a Margin Call in accordance with Deficit, by netting the provisions of this Section 2.05. (d) If at purchase price under any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in Existing Agreement by the amount of such Margin ExcessDeficit. Upon such netting, the purchase price under such Existing Agreement shall be increased on a dollar for dollar basis by the amount of such Margin Deficit regardless of whether the maximum aggregate purchase price had already been reached under any such Existing Agreement.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount of the Purchase Price exceeds of any Purchased Mortgage Loan subject to a Transaction is greater than the Asset Base in effect at Value of such time, as determined on each Interim Payment Date after taking into account any Purchased Mortgage Loan subject to a Transaction being effected on such date (such excess, a “Margin Deficit”), then Buyer may by notice to any Seller require Seller to eliminate transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only). (b) b. Notice delivered pursuant to Section 2.05(a6(a) may be given by any written or electronic means. With respect to a Margin Call in the amount of less than 5% of the Purchase Price for all Transactions (a “Low Percentage Margin Call”), any notice given before 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any ; notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. With respect to all Margin Calls other than Low Percentage Margin Calls, any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) c. In the event that a Margin Deficit existsexists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer against the related Margin Deficit or and (ii) may be applied by Buyer against any Purchased Mortgage Loan for which the Purchase Pricerelated Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at Agent shall determine the Market Value of the Purchased Assets on a daily basis as determined by Agent in its sole discretion on exercising good faith. (b) If, as of any time date of determination, the lesser of (a) 100% of the Principal Balance of all Purchased Assets then subject to all Transactions and (b) the aggregate outstanding amount Market Value of the Purchase Price exceeds the Asset Base in effect at such timeall related Purchased Assets subject to all Transactions, as determined on each Interim Payment Date after taking into account any Transaction being effected the cash then on deposit in the Collection Account, multiplied by the applicable Purchase Price Percentage is less than the Repurchase Price (excluding accrued Price Differential) for all such date Transactions (such excess, a “Margin Deficit”), then Buyer may Agent may, by notice to Seller require Seller to eliminate the Margin Deficit (as such requirementnotice is more particularly set forth below, a “Margin Call”) by effecting any or all of the following actions: (i) the ), require Seller to transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under Purchaser or Purchaser’s designee cash or, at Purchaser’s option (and provided Seller has additional Eligible Mortgage Loans), additional Eligible Mortgage Loans to Purchaser (“Additional Purchased Mortgage Loans”) to cure the related Indenture Supplement) or (iii) Margin Deficit; provided that Purchaser shall not provide notice of a Margin Call to Seller until the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) equals or (ii) only. (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic meansexceeds $500,000. With respect to If the Agent delivers a Margin Call, any notice given before 5:00 p.m. Call to Seller on or prior to 11:00 a.m. (New York City time) on a any Business Day Day, then Seller shall be met, and transfer cash or Additional Purchased Mortgage Loans to the related Margin Call satisfied, Purchaser or Purchaser’s designee no later than 5:00 p.m. (New York City time) on the following same Business Day. With respect to In the event the Agent delivers a Margin Call, any notice given Call to Seller after 5:00 p.m. 11:00 a.m. (New York City time) on a any Business Day Day, Seller shall be met, and required to transfer cash or Additional Purchased Mortgage Loans to the related Margin Call satisfied, Purchaser or Purchaser’s designee no later than 5:00 p.m. 12:00 noon (New York City time) on the second next succeeding Business Day. (2ndc) Business Day following Any cash transferred to the date Purchaser or Purchaser’s designee pursuant to Section 16(f)(ii)(B) herein shall reduce the Repurchase Price of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. related Transactions. (d) The failure of BuyerPurchaser, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which of this Agreement is subject or limit the right of Buyer Purchaser to do so at a later date. Seller and Buyer each the Purchaser agree that a failure or delay by Buyer Purchaser to exercise its rights hereunder shall not limit or waive BuyerPurchaser’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (ce) In For the event avoidance of doubt, it is hereby understood and agreed that a Seller shall be responsible for satisfying any Margin Deficit exists, Buyer may retain existing as a result of any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount reduction of the Principal Balance of any Purchased Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account pursuant to any Transaction being effecting on such date (such excess, a “Margin Excess”), then on action by any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excessbankruptcy court.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount of the Purchase Price exceeds of any Purchased Mortgage Loan or allocated to any Contributed Asset underlying a REO Subsidiary Interest subject to a Transaction is greater than the Asset Base in effect at Value of such time, as determined on each Interim Payment Date after taking into account any Purchased Mortgage Loan or Contributed Asset underlying a REO Subsidiary Interest subject to a Transaction being effected on such date (such excess, a “Margin Deficit”), then Buyer Administrative Agent may by notice to Seller Sellers require Seller Sellers to eliminate transfer to Administrative Agent for the benefit of Buyers cash in an amount at least equal to the Margin Deficit subject to or related to a Transaction or solely with the consent of Administrative Agent in its sole discretion, additional Mortgage Loans or Contributed Assets with an Asset Value equal to such Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only). (b) b. Notice delivered pursuant to Section 2.05(a6(a) may be given by any written or electronic means. With respect to a Margin Call in the amount of less than 5% of the Purchase Price for all Transactions (a “Low Percentage Margin Call”), any notice given before 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any ; notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The With respect to all Margin Calls other than Low Percentage Margin Calls, any notice given before 1:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 1:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day (the foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of BuyerAdministrative Agent, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer Administrative Agent to do so at a later date. Each Seller and Buyer Administrative Agent each agree that a failure or delay by Buyer Administrative Agent to exercise its rights hereunder shall not limit or waive BuyerAdministrative Agent’s or Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for a Seller. (c) c. In the event that a Margin Deficit existsexists with respect to any Purchased Mortgage Loan or Contributed Asset, Buyer Administrative Agent may retain any funds received by it to which Seller the Sellers would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer Administrative Agent against the related Margin Deficit for a Purchased Mortgage Loan or Contributed Asset and (ii) may will be applied by Buyer Administrative Agent against the Purchase PriceAllocated Repurchase Price related to such Purchased Mortgage Loan or Contributed Asset for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Buyer the Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056. (d) If at any time d. In the event that Sellers reasonably believe that the Asset Value of all Purchased Assets exceeds the aggregate outstanding amount Purchase Price of all Purchased Assets by more than $3,000,000, Sellers may request that Administrative Agent on behalf of Buyers remit additional Purchase Price with respect to specific Purchased Assets to be identified by Sellers to Administrative Agent, and Administrative Agent will consider such request; provided that Administrative Agent will make such determination in its sole discretion. Any additional Purchase Price remitted by Administrative Agent on behalf of Buyers to Sellers hereunder (and in the Asset Base in effect at such time exceeds case of Contributed Assets, Purchase Price Increase) shall be added to the Purchase PricePrice for the applicable Purchased Assets. For the avoidance of doubt, Administrative Agent shall have no obligation to advance additional Purchase Price hereunder, and Administrative Agent’s agreement on behalf of Buyers to do so in any instance, shall not be deemed as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice Administrative Agent’s agreement to Buyer and request Buyer to deliver additional Consideration do so in the amount of such Margin Excessfuture.

Margin Maintenance. (a) If at any time the Aggregate Facility Purchase Price is greater than the aggregate outstanding Asset Value of all Purchased Mortgage Loans subject to Transactions (the positive amount of the Purchase Price exceeds the Asset Base in effect at such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date (such excessdifference, a “Margin Deficit”), and such Margin Deficit is greater than the Minimum Margin Threshold, then Buyer may by written notice to Seller require Seller to eliminate the Margin Deficit (as such requirementnotice is more particularly set forth below, a “Margin Call”) by effecting any or all of the following actions: (i) the ), require Seller to transfer of to Buyer cash to Buyer, (ii) the application of in an Additional Note Payment to a Variable Funding Note (amount at least equal to the extent allowed under the related Indenture Supplement) or Margin Deficit (iii) the reduction of the value of the Owner Trust Certificatesuch amount, a “Margin Payment”); provided, howeverthat, that to notwithstanding the extent that there is a Borrowing Base Deficiencyforegoing, Seller must cure Buyer may determine the Asset Value and any related Margin Deficit pursuant on an individual loan basis for any Purchased Mortgage Loan, in which event it shall, upon receipt, apply all amounts received with respect to clause (i) or (ii) onlyany individual Purchased Mortgage Loans against the Purchase Price thereof. (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to If Buyer delivers a Margin CallCall to Seller on or prior to 10:00 a.m. (New York City time) on any Business Day, any notice given before 5:00 then Seller shall transfer the Margin Payment to Buyer or its designee no later than 5:30 p.m. (New York City time) on such Business Day. In the event Buyer delivers a Margin Call to Seller after 10:00 a.m. (New York City time) on any Business Day Day, Seller shall be met, and required to transfer the related Margin Call satisfied, Payment no later than 5:00 2:00 p.m. (New York City time) on the following Business Day. With . (c) Seller shall transfer any Margin Payment to the account of Buyer that is referenced in Section 10(a) of this Agreement. (d) In the event that a Margin Deficit exists with respect to a Margin Callany Purchased Mortgage Loans, Buyer may retain any notice given after 5:00 p.m. funds received by it to which the Seller would otherwise be entitled hereunder, which funds (New York City timei) on a Business Day shall be met, and held by Buyer against the related Margin Call satisfiedDeficit and (ii) may be applied by Buyer against the Repurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, no later than 5:00 p.m. (New York City time) on B▇▇▇▇ retains the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of right, in its sole discretion, to make a Margin Call are referred to as in accordance with the “Margin Deadlines”. provisions of this Section 7. (e) The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which of this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at any time the aggregate outstanding amount Market Value of all Purchased Mortgage Loans subject to all Transactions hereunder is less than the Purchase Price exceeds the Asset Base in effect at aggregate Buyer’s Margin Amount for all such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date Transactions (such excess, a “Margin Deficit”), then Buyer may by notice to Seller require Seller in such Transactions, at Buyer’s option, to eliminate transfer to Buyer cash or additional Mortgage Loans reasonably acceptable to Buyer (“Additional Purchased Mortgage Loans”), so that the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all cash and aggregate Market Value of the following actions: (i) the transfer of cash to Purchased Mortgage Loans, including any such Additional Purchased Mortgage Loans, will thereupon equal or exceed such aggregate Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any ’s Margin Deficit pursuant to clause (i) or (ii) onlyAmount. (b) Notice delivered pursuant If the notice to Section 2.05(a) may be given by any written Buyer to Seller under subparagraph (a) above is given at or electronic means. With respect prior to 10:00 a.m. New York city time on a Margin CallBusiness Day, any Seller shall transfer cash or Additional Purchased Mortgage Loans to Buyer prior to the close of business in New York City on the date of such notice, and if such notice is given before 5:00 p.m. (after 10:00 a.m. New York City time) on a Business Day , Seller shall be met, and transfer cash or Additional Purchased Mortgage Loans prior to the related Margin Call satisfied, no later than 5:00 p.m. (close of business in New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it Any cash transferred pursuant to which Seller would otherwise be entitled hereunder, which funds (i) may this Paragraph shall be held by Buyer against as though it were Additional Purchased Mortgage Loans and, unless Buyer shall otherwise consent, shall not reduce the Repurchase Price of the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05Transaction. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at any time the aggregate outstanding amount Market Value of all Purchased Mortgage Loans subject to all Transactions hereunder is less than the Purchase Price exceeds the Asset Base in effect at aggregate Buyer's Margin Amount for all such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date Transactions (such excess, a “"Margin Deficit”"), then Buyer may by notice to Seller require Seller in such Transactions, at Buyer's option, to eliminate transfer to Buyer cash or additional Mortgage Loans reasonably acceptable to Buyer ("Additional Purchased Mortgage Loans"), so that the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all cash and aggregate Market Value of the following actions: (i) the transfer of cash to Purchased Mortgage Loans, including any such Additional Purchased Mortgage Loans, will thereupon equal or exceed such aggregate Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any 's Margin Deficit pursuant to clause (i) or (ii) onlyAmount. (b) Notice delivered pursuant If the notice to Section 2.05(a) may be given by any written Buyer to Seller under subparagraph (a) above is given at or electronic means. With respect prior to 10:00 a.m. New York city time on a Margin CallBusiness Day, any Seller shall transfer cash or Additional Purchased Mortgage Loans to Buyer prior to the close of business in New York City on the date of such notice, and if such notice is given before 5:00 p.m. (after 10:00 a.m. New York City time) on a Business Day , Seller shall be met, and transfer cash or Additional Purchased Mortgage Loans prior to the related Margin Call satisfied, no later than 5:00 p.m. (close of business in New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it Any cash transferred pursuant to which Seller would otherwise be entitled hereunder, which funds (i) may this Paragraph shall be held by Buyer against as though it were Additional Purchased Mortgage Loans and, unless Buyer shall otherwise consent, shall not reduce the Repurchase Price of the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05Transaction. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount of the Purchase Price exceeds allocated to any Purchased Asset or Contributed REO Property subject to a Transaction is greater than the Asset Base in effect at Value allocated to such time, as determined on each Interim Payment Date after taking into account any Purchased Asset or Contributed REO Property subject to a Transaction being effected on such date (such excess, a “Margin Deficit”), then Buyer Administrative Agent may by notice to Seller require Seller to eliminate transfer to Administrative Agent for the benefit of Buyers cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only). (b) b. Notice delivered pursuant to Section 2.05(a6(a) above may be given by any written or electronic means. With respect to a Margin Call, any Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. Day (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 second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of BuyerAdministrative Agent, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer Administrative Agent to do so at a later date. Seller and Buyer Administrative Agent each agree that a failure or delay by Buyer Administrative Agent to exercise its rights hereunder shall not limit or waive BuyerAdministrative Agent’s or Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) c. In the event that a Margin Deficit existsexists with respect to any Purchased Asset or Contributed REO Property, Buyer Administrative Agent may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer Administrative Agent against the related Margin Deficit for a Purchased Asset or Contributed REO Property and (ii) may be applied by Buyer Administrative Agent against the Purchase PriceAllocated Repurchase Price related to such Purchased Asset or Contributed REO Property for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Buyer the Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at any time the aggregate outstanding amount of the Purchase Price exceeds the Asset Base in effect at such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date (such excess, a “Margin Deficit”), then Buyer may by notice to Seller require Seller to eliminate the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) Buyer or the application inclusion of an Additional Note Payment to a Variable Funding Note (additional Mortgage Loans to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) onlyPurchased MSR Mortgage Loans. (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration make a payment in Dollars in the amount of such Margin Excess.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount Purchase Price of the Purchase Price exceeds Mortgage Loans subject to Transactions hereunder is greater than the Asset Base in effect at such time, as determined on each Interim Payment Date after taking into account any aggregate Minimum Maintenance Amount of all Mortgage Loans subject to Transaction being effected on such date hereunder (such excess, a “Margin Deficit”)) such Margin Deficit is greater than the Margin Threshold, then Buyer may by notice to Seller Sellers require Seller Sellers to, at the option of Sellers, either (1) transfer to eliminate Buyer cash, or (2) deposit cash into the Margin Account, in each case, in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”). If Sellers elect to deposit such cash into the Margin Account to cure a Margin Deficit, thereafter, upon four (4) by effecting Business Days written notice to Buyer and the Calculation and Paying Agent, Sellers shall have the option to designate all or any or all portion of such cash to be applied to reduce the Purchase Price of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) onlyaffected Mortgage Loan(s). (b) b. Notice delivered pursuant to Section 2.05(a) 6.a above may be given by any written or electronic means. With respect to a Margin Call, any Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. Day (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 second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) c. In the event that a Margin Deficit existsexists with respect to the Mortgage Loans, Buyer may retain any funds received by it to which Seller Sellers would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer in the Margin Account against the related Margin Deficit or and (ii) may be applied by Buyer against the Purchase PricePrice of the Mortgage Loans for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056.a. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at any time the aggregate outstanding amount Market Value of all Purchased Mortgage Loans subject to all Transactions hereunder is less than the Purchase Price exceeds the Asset Base in effect at aggregate Buyer’s Margin Amount for all such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date Transactions (such excess, a “Margin Deficit”), then Buyer may by verbal notice to a Seller (followed by written notice) require such Seller in such Transactions, at Buyer’s option, to eliminate transfer to Buyer cash or additional Mortgage Loans reasonably acceptable to Buyer (“Additional Purchased Mortgage Loans”), so that the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all cash and aggregate Market Value of the following actions: (i) the transfer of cash to Purchased Mortgage Loans, including any such Additional Purchased Mortgage Loans, will thereupon equal or exceed such aggregate Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate’s Margin Amount; provided, however, that no Additional Purchased Mortgage Loans may be Wet Mortgage Loans. The failure of Buyer to the extent that there is give written notice of a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) onlyshall not waive the effectiveness of verbal notice hereunder. (b) Notice delivered pursuant If the notice to Section 2.05(a) may be given by any written or electronic means. With respect Buyer to a Margin CallSeller under subparagraph (a) above is given at or prior to 10:00 a.m. New York city time on a Business Day, any the party receiving such notice shall transfer cash or Additional Purchased Mortgage Loans to Buyer prior to the close of business in New York City on the date of such notice, and if such notice is given before 5:00 p.m. (after 10:00 a.m. New York City time) on a Business Day , the party receiving such notice shall be met, and transfer cash or Additional Purchased Mortgage Loans prior to the related Margin Call satisfied, no later than 5:00 p.m. (close of business in New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it Any cash transferred pursuant to which Seller would otherwise be entitled hereunder, which funds (i) may this Paragraph shall be held by Buyer against as though it were Additional Purchased Mortgage Loans and, unless Buyer shall otherwise consent, shall not reduce the Repurchase Price of the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05Transaction. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at any time the aggregate outstanding amount Market Value of the Purchase Price exceeds the Asset Base in effect at any Purchased Mortgage Loan subject to a Transaction is less than Buyer’s Margin Amount for such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date (such excess, a “Margin Deficit”), then Buyer may by notice to the named Seller, but not any other party comprising Seller under this Agreement, require Seller to eliminate transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only). (b) Notice delivered pursuant to Section 2.05(a6(a) above may be given by any written or electronic means. With respect to a Margin Call, any Any notice given before 5:00 p.m. 10:00 a.m. (New York City California time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City California time) on the following such Business Day. With respect to a Margin Call, any ; notice given after 5:00 p.m. 10:00 a.m. (New York City California time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City California time) on the second (2nd) following Business Day following (the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit existsexists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer against the related Margin Deficit or and (ii) may be applied by Buyer against the Purchase PriceRepurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at any time the aggregate outstanding amount Market Value of all Purchased Mortgage Loans subject to all Transactions hereunder is less than the Purchase Price exceeds the Asset Base in effect at aggregate Buyer's Margin Amount for all such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date Transactions (such excess, a “"Margin Deficit”"), then Buyer may by notice to Seller require Seller in such Transactions, at Seller's option, to eliminate transfer to Buyer cash or additional Mortgage Loans reasonably acceptable to Buyer ("Additional Purchased Mortgage Loans"), so that the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all cash and aggregate Market Value of the following actions: (i) the transfer of cash to Purchased Mortgage Loans, including any such Additional Purchased Mortgage Loans, will thereupon equal or exceed such aggregate Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any 's Margin Deficit pursuant to clause (i) or (ii) onlyAmount. (b) Notice delivered pursuant If the notice to Section 2.05(a) may be given by any written Buyer to Seller under subparagraph (a) above is given at or electronic means. With respect prior to 10:00 a.m. New York City time on a Margin CallBusiness Day, any Seller shall transfer cash or Additional Purchased Mortgage Loans to Buyer prior to the close of business in New York City on the date of such notice, and if such notice is given before 5:00 p.m. (after 10:00 a.m. New York City time) on a Business Day , Seller shall be met, and transfer cash or Additional Purchased Mortgage Loans prior to the related Margin Call satisfied, no later than 5:00 p.m. (close of business in New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it Any cash transferred pursuant to which Seller would otherwise be entitled hereunder, which funds (i) may this Paragraph shall be held by Buyer against as though it were Additional Purchased Mortgage Loans and, unless Buyer shall otherwise consent, shall not reduce the Repurchase Price of the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05Transaction. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) Agent shall determine the Market Value of the Purchased Assets on a daily basis. If at Seller disputes, in good faith, such determination by written notice to the Agent and such dispute remains unresolved by the parties, Seller may elect to terminate this Agreement by further written notice to the Agent. (b) If, as of any time date of determination, the lesser of (a) 100% of the Principal Balance of the Eligible Mortgage Loans and (b) the aggregate outstanding amount Market Value of the Purchase Price exceeds the Asset Base in effect at such timePurchased Assets subject to all Transactions, as determined on each Interim Payment Date after taking into account any Transaction being effected the cash then on such date deposit in the Collection Account, multiplied by the applicable Purchase Price Percentage is less than the Aggregate MRA Purchase Price (such excess, a “Margin Deficit”), then Buyer may Agent may, by notice to the Seller require Seller to eliminate the Margin Deficit (as such requirementnotice is more particularly set forth below, a “Margin Call”) by effecting any or all of the following actions: (i) the ), require Seller to transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under Purchaser or the related Indenture Supplement) or Purchaser’s designee cash or, at the Purchaser’s option (iii) the reduction of the value of the Owner Trust Certificate; providedand provided Seller has additional Eligible Mortgage Loans), however, that additional Eligible Mortgage Loans to the extent that there is a Borrowing Base Deficiency, Seller must Purchaser (“Additional Purchased Mortgage Loans”) to cure any the Margin Deficit pursuant to clause (i) or (ii) only. (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic meansDeficit. With respect to If the Agent delivers a Margin Call, any notice given before 5:00 p.m. Call to Seller on or prior to 11:00 a.m. (New York City time) on a any Business Day Day, then the Seller shall be met, and transfer cash or Additional Purchased Mortgage Loans to the related Margin Call satisfied, Purchaser or its designee no later than 5:00 p.m. (New York City time) on the following same Business Day. With respect to In the event the Agent delivers a Margin Call, any notice given Call to Seller after 5:00 p.m. 11:00 a.m. (New York City time) on a any Business Day Day, Seller shall be met, and the related Margin Call satisfied, required to transfer cash or Additional Purchased Mortgage Loans no later than 5:00 p.m. 12:00 noon (New York City time) on the second next succeeding Business Day. (2ndc) Business Day following Any cash transferred to the date of such notice. The foregoing time requirements Purchaser or its designee pursuant to Section 16(f)(ii)(B) herein shall reduce the Repurchase Price for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. one or more Transactions. (d) The failure of BuyerPurchaser, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which of this Agreement is subject or limit the right of Buyer the Purchaser to do so at a later date. Seller and Buyer Purchaser each agree that a failure or delay by Buyer Purchaser to exercise its rights hereunder shall not limit or waive Buyerthe Purchaser’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (ce) In For the event avoidance of doubt, it is hereby understood and agreed that a Seller shall be responsible for satisfying any Margin Deficit exists, Buyer may retain existing as a result of any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount reduction of the Principal Balance (pursuant to any action by any bankruptcy court) of any Purchased Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, sold by Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin ExcessPurchaser.

Margin Maintenance. (a) If at any time the aggregate outstanding amount Market Value of all Purchased Loans subject to all Transactions is less than the Purchase Price exceeds the Asset Base in effect at aggregate MV Margin Amount for all such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date Transactions (such excessevent, a “Margin Deficit”), then Buyer may may, by notice to Seller Seller, require Seller in such Transactions to eliminate transfer to Buyer cash or, at Buyer’s option (and provided Seller has additional Eligible Loans), additional Eligible Loans (“Additional Purchased Loans”) within one (1) Business Day of such notice by Buyer, so that the cash and aggregate Market Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon equal or exceed such aggregate MV Margin Deficit Amount (such either requirement, a “Margin Call”) by effecting any or all of ); provided that if Seller transfers cash, Buyer shall deposit such cash into a non-interest bearing account until the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) onlynext succeeding Repurchase Date. (b) Notice delivered required pursuant to Section 2.05(a6(a) may be given by any written or electronic meansmeans provided in Section 21 hereof. With respect to a Margin Call, any Any notice given before 5:00 p.m. on a Business Day at or prior to 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 same Business Day. With respect to a Margin Call, any Any notice given after 5:00 p.m. on a Business Day following 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 1:00 p.m. (New York City time) on the second (2nd) following Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”Day. The failure of Buyer, on any one or more occasions, to exercise its rights hereunderunder this Section 6, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at any time the Aggregate Facility Purchase Price is greater than the aggregate outstanding Asset Value of all Purchased Mortgage Loans subject to Transactions (the positive amount of the Purchase Price exceeds the Asset Base in effect at such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date (such excessdifference, a “Margin Deficit”), and such Margin Deficit is greater than the Minimum Margin Threshold, then Buyer may by written notice to Seller require Seller to eliminate the Margin Deficit (as such requirementnotice is more particularly set forth below, a “Margin Call”) by effecting any or all of the following actions: (i) the ), require Seller to transfer of to Buyer cash to Buyer, (ii) the application of in an Additional Note Payment to a Variable Funding Note (amount at least equal to the extent allowed under the related Indenture Supplement) or Margin Deficit (iii) the reduction of the value of the Owner Trust Certificatesuch amount, a “Margin Payment”); provided, howeverthat, that to notwithstanding the extent that there is a Borrowing Base Deficiencyforegoing, Seller must cure Buyer may determine the Asset Value and any related Margin Deficit pursuant on an individual loan basis for any Purchased Mortgage Loan, in which event it shall, upon receipt, apply all amounts received with respect to clause (i) or (ii) onlyany individual Purchased Mortgage Loans against the Purchase Price thereof. (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to If Buyer delivers a Margin CallCall to Seller on or prior to 10:00 a.m. (New York City time) on any Business Day, any notice given before 5:00 then Seller shall transfer the Margin Payment to Buyer or its designee no later than 5:30 p.m. (New York City time) on such Business Day. In the event Buyer delivers a Margin Call to Seller after 10:00 a.m. (New York City time) on any Business Day Day, Seller shall be met, and required to transfer the related Margin Call satisfied, Payment no later than 5:00 2:00 p.m. (New York City time) on the following Business Day. With . (c) Seller shall transfer any Margin Payment to the account of Buyer that is referenced in Section 10(a) of this Agreement. (d) In the event that a Margin Deficit exists with respect to a Margin Callany Purchased Mortgage Loans, Buyer may retain any notice given after 5:00 p.m. funds received by it to which the Seller would otherwise be entitled hereunder, which funds (New York City timei) on a Business Day shall be met, and held by Buyer against the related Margin Call satisfiedDeficit and (ii) may be applied by Buyer against the Repurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, no later than 5:00 p.m. (New York City time) on ▇▇▇▇▇ retains the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of right, in its sole discretion, to make a Margin Call are referred to as in accordance with the “Margin Deadlines”. provisions of this Section 7. (e) The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which of this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at Agent shall determine the Market Value of the Purchased Assets on a daily basis as determined by Agent in its sole discretion on exercising good faith. (b) If, as of any time date of determination, the lesser of (a) 100% of the Principal Balance of all Purchased Assets then subject to all Transactions and (b) the aggregate outstanding amount Market Value of the Purchase Price exceeds the Asset Base in effect at such timeall related Purchased Assets subject to all Transactions, as determined on each Interim Payment Date after taking into account any Transaction being effected the cash then on deposit in the Collection Account, multiplied by the applicable Purchase Price Percentage is less than the Repurchase Price (excluding accrued Price Differential) for all such date Transactions (such excess, a “Margin Deficit”), then Buyer may Agent may, by notice to Seller require Seller to eliminate the Margin Deficit RMS (as such requirementnotice is more particularly set forth below, a “Margin Call”) by effecting any or all of the following actions: (i) the ), require RMS to transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under Purchaser or Purchaser’s designee cash or, at Purchaser’s option (and provided RMS has additional Eligible Mortgage Loans), additional Eligible Mortgage Loans to Purchaser (“Additional Purchased Mortgage Loans”) to cure the related Indenture Supplement) or (iii) Margin Deficit; provided that Purchaser shall not provide notice of a Margin Call to RMS until the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) equals or (ii) only. (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic meansexceeds $500,000. With respect to If the Agent delivers a Margin Call, any notice given before 5:00 p.m. Call to RMS on or prior to 11:00 a.m. (New York City time) on a any Business Day Day, then RMS shall be met, and transfer cash or Additional Purchased Mortgage Loans to the related Margin Call satisfied, Purchaser or Purchaser’s designee no later than 5:00 p.m. (New York City time) on the following same Business Day. With respect to In the event the Agent delivers a Margin Call, any notice given Call to RMS after 5:00 p.m. 11:00 a.m. (New York City time) on a any Business Day Day, RMS shall be met, and required to transfer cash or Additional Purchased Mortgage Loans to the related Margin Call satisfied, Purchaser or Purchaser’s designee no later than 5:00 p.m. 12:00 noon (New York City time) on the second next succeeding Business Day. (2ndc) Business Day following Any cash transferred to the date Purchaser or Purchaser’s designee pursuant to Section 16(f)(ii)(B) herein shall reduce the Repurchase Price of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. related Transactions. (d) The failure of BuyerPurchaser, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which of this Agreement is subject or limit the right of Buyer Purchaser to do so at a later date. Seller and Buyer each the Purchaser agree that a failure or delay by Buyer Purchaser to exercise its rights hereunder shall not limit or waive BuyerPurchaser’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (ce) In For the event avoidance of doubt, it is hereby understood and agreed that a RMS shall be responsible for satisfying any Margin Deficit exists, Buyer may retain existing as a result of any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount reduction of the Principal Balance of any Purchased Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account pursuant to any Transaction being effecting on such date (such excess, a “Margin Excess”), then on action by any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excessbankruptcy court.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount Asset Value of any or all of the Purchased Assets subject to Transactions is less than the aggregate Purchase Price exceeds for such Purchased Asset or for the Asset Base in effect at such timethen outstanding Transactions, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date applicable (such excess, a “Margin Deficit”), then Buyer then, if such Margin Deficit is greater than the Permitted Amount, Administrative Agent may by notice to Seller require Seller to eliminate transfer to Administrative Agent for the benefit of Buyers cash in an amount equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only). (b) b. Notice delivered pursuant to Section 2.05(a6(a) may be given by any written or electronic means. With respect to a Margin Call, any Any notice given before 12:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 12:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. Day (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 second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of BuyerAdministrative Agent, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer Administrative Agent to do so at a later date. Seller and Buyer Administrative Agent each agree that a failure or delay by Buyer Administrative Agent to exercise its rights hereunder shall not limit or waive BuyerAdministrative Agent’s or Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) c. In the event that a Margin Deficit existsexists with respect to any Purchased Asset, Buyer Administrative Agent may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer Administrative Agent against the related Margin Deficit or and (ii) may shall be applied by Buyer Administrative Agent against the Purchase PricePrice of any Purchased Asset for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Buyer the Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056. d. Upon the occurrence of any Purchase Price Reset, Seller shall, unless waived in writing by Administrative Agent, on the following Business Day, remit to Administrative Agent an amount, if any (dthe “Reset Payment”) If at any time such that the aggregate outstanding amount of then current Asset Value (calculated with the Asset Base in effect at such time exceeds newly applicable Purchase Price Percentage) shall be greater than the Purchase Price, as determined on each Interim Payment Date Price then outstanding after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount application of such Margin Excesspayment. Any such amount shall be applied by Administrative Agent to the Repurchase Price of each Purchased Asset pro-rata or as otherwise agreed by Administrative Agent and Seller. Such Reset Payment shall be deemed a margin payment or settlement payment hereunder.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount of the Purchase Price exceeds allocated to any Purchased Asset subject to a Transaction is greater than the Asset Base in effect at Value of such time, as determined on each Interim Payment Date after taking into account any Purchased Asset subject to a Transaction being effected on such date (such excess, a “Margin Deficit”), then Buyer Administrative Agent may by notice to Seller require Seller to eliminate transfer to Administrative Agent for the benefit of Buyers cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only). (b) b. Notice delivered pursuant to Section 2.05(a6(a) above may be given by any written or electronic means. With respect to a Margin Call, any Any notice given before 5:00 p.m. 12:00 noon (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following such Business Day. With respect to a Margin Call, any ; notice given after 5:00 p.m. 12:00 noon (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. 12:00 noon (New York City time) on the second (2nd) following Business Day following (the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of BuyerAdministrative Agent, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer Administrative Agent to do so at a later date. Seller and Buyer Administrative Agent each agree that a failure or delay by Buyer Administrative Agent to exercise its rights hereunder shall not limit or waive BuyerAdministrative Agent’s or Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) c. In the event that a Margin Deficit existsexists with respect to any Purchased Asset, Buyer Administrative Agent may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer Administrative Agent against the related Margin Deficit or and (ii) may be applied by Buyer Administrative Agent against the Purchase PriceRepurchase Price of any Purchased Asset for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Buyer the Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at any time the aggregate outstanding amount of the Purchase Price exceeds of the Note is greater than the related Asset Base in effect at such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date Value (such excess, a “Margin Deficit”), then Buyer may by notice to Seller require Seller to eliminate transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only). (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer ▇▇▇▇▇ retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount of the Purchase Price exceeds of any Purchased Mortgage Loan subject to a Transaction is greater than the Asset Base in effect at Value of such time, as determined on each Interim Payment Date after taking into account any Purchased Mortgage Loan subject to a Transaction being effected on such date (such excess, a “Margin Deficit”)) and in the case of a Margin Deficit solely in connection with a m▇▇▇-to-market adjustment as determined by Buyer in its sole discretion such Margin Deficit is greater than the Margin Threshold, then Buyer may by written notice (which may be via email) to Seller require Seller to eliminate transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only). (b) b. Notice delivered pursuant to Section 2.05(a) 6.a above may be given by any written or electronic meansmeans at the address or email address set forth in Section 20. With respect to a Margin Call, any Any notice given before 5:00 12:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following such Business Day. With respect to a Margin Call, any ; notice given after 5:00 12:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 1:00 p.m. (New York City time) on the second (2nd) following Business Day following (the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) c. In the event that a Margin Deficit existsexists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer against the related Margin Deficit or and (ii) may be applied by Buyer against the Purchase PriceRepurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) Buyer determines the Market Value of the Purchased Assets at such intervals as determined by Buyer in its good faith discretion consistent with its valuation practices for similar loans being sold by sellers similar to Seller; provided, however, that Seller may request that Buyer provide reasonable detail regarding its determination of Market Value, as well as to demonstrate that such Market Value has been determined in accordance with the definition thereof. (b) If at any time the aggregate outstanding amount of the Purchase Price exceeds for all Purchased Assets subject to outstanding Transactions is greater than the Asset Base in effect at such timesum of (i) any prior Margin Call cash then held by Buyer, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date and (ii) the product of (a) the Applicable Percentage and (b) the Market Value of all Purchased Assets (such excess, a “Margin Deficit”), then subject to the last sentence of this paragraph, Buyer may may, by notice to Seller require Seller to eliminate the Margin Deficit (such requirement, a “Margin Call”) ), require Seller to transfer to Buyer cash or Substitute Assets approved by effecting any or all of the following actions: (i) the transfer of cash Buyer in its sole discretion in an amount sufficient to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any such Margin Deficit pursuant to clause (i) or (ii) only. (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic meansDeficit. With respect to If Buyer delivers a Margin Call, any notice given before 5:00 p.m. Call to Seller on or prior to 10:00 a.m. (New York City time) on a any Business Day Day, then Seller shall be met, and transfer the related Margin Call satisfied, required amount of cash or Substitute Assets to Buyer no later than 5:00 p.m. (New York City time) on the following Business Daydate that is [***]. With respect In the event Buyer delivers a Margin Call to a Margin Call, any notice given Seller after 5:00 p.m. 10:00 a.m. (New York City time) on a any Business Day shall Day, Seller will be met, and required to transfer the related Margin Call satisfied, required amount of cash or Substitute Assets no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following date that is [***] after Seller’s receipt of such Margin Call. Notwithstanding the foregoing, provided that no Default or Event of Default shall have occurred and be continuing, on any date of such notice. The foregoing time requirements for satisfaction of determination Buyer shall not require Seller to satisfy a Margin Call are referred and no Margin Call shall be required to as be made unless the “Margin Deadlines”. The failure Deficit shall equal or exceed either (i) $[***] if the quotient of Buyer, on any one (x) the outstanding Purchase Price for outstanding Transactions divided by (y) the Maximum Aggregate Purchase Price is less than [***] 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. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller(ii) $[***]. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the rightBuyer’s election, in its sole and absolute discretion, not to make a Margin Call at any time there is a Margin Deficit will not in accordance with the provisions of this Section 2.05any way limit or impair its right to make a Margin Call at any time a Margin Deficit exists. (d) If at any time Any cash transferred to Buyer pursuant to Section 6(b) above will be applied to the aggregate outstanding amount repayment of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account Repurchase Price of outstanding Transactions pursuant to Section 4(b) and any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice Substitute Assets will be deemed to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excessbe Purchased Assets.

Margin Maintenance. (a) If at any time the Aggregate Facility Purchase Price is greater than the aggregate outstanding Asset Value of all Purchased Mortgage Loans subject to Transactions (the positive amount of the Purchase Price exceeds the Asset Base in effect at such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date (such excessdifference, a “Margin Deficit”), and such Margin Deficit is greater than the Minimum Margin Threshold, then Buyer may by written notice to Seller require Seller to eliminate the Margin Deficit (as such requirementnotice is more particularly set forth below, a “Margin Call”) by effecting any or all of the following actions: (i) the ), require Seller to transfer of to Buyer cash to Buyer, (ii) the application of in an Additional Note Payment to a Variable Funding Note (amount at least equal to the extent allowed under the related Indenture Supplement) or Margin Deficit (iii) the reduction of the value of the Owner Trust Certificatesuch amount, a “Margin Payment”); provided, howeverthat, that to notwithstanding the extent that there is a Borrowing Base Deficiencyforegoing, Seller must cure Buyer may determine the Asset Value and any related Margin Deficit pursuant on an individual loan basis for any Purchased Mortgage Loan, in which event it shall, upon receipt, apply all amounts received with respect to clause (i) or (ii) onlyany individual Purchased Mortgage Loans against the Purchase Price thereof. (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to If Buyer delivers a Margin CallCall to Seller on or prior to 10:00 a.m. (New York City time) on any Business Day, any notice given before 5:00 then Seller shall transfer the Margin Payment to Buyer or its designee no later than 5:30 p.m. (New York City time) on such Business Day. In the event Buyer delivers a Margin Call to Seller after 10:00 a.m. (New York City time) on any Business Day Day, Seller shall be met, and required to transfer the related Margin Call satisfied, Payment no later than 5:00 2:00 p.m. (New York City time) on the following Business Day. With . (c) Seller shall transfer any Margin Payment to the account of Buyer that is referenced in Section 10(a) of this Agreement. (d) In the event that a Margin Deficit exists with respect to a Margin Callany Purchased Mortgage Loans, Buyer may retain any notice given after 5:00 p.m. funds received by it to which the Seller would otherwise be entitled hereunder, which funds (New York City timei) on a Business Day shall be met, and held by Buyer against the related Margin Call satisfiedDeficit and (ii) may be applied by Buyer against the Repurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, no later than 5:00 p.m. (New York City time) on Buyer retains the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of right, in its sole discretion, to make a Margin Call are referred to as in accordance with the “Margin Deadlines”provisions of this Section 7. (e) The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which of this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. Section 8. Taxes. 39 (a) Any and all payments by Seller under or in respect of this Agreement or any other Facility Documents to which Seller is a party shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto, whether now or hereafter imposed, levied, collected, withheld or assessed by any taxation authority or other Governmental Authority (collectively, “Taxes”), unless required by law. If Seller shall be required under any applicable Requirement of Law to deduct or withhold any Taxes from or in respect of any sum payable under or in respect of this Agreement or any of the other Facility Documents to Buyer, (i) Seller shall make all such deductions and withholdings in respect of Taxes, (ii) Seller shall pay the full amount deducted or withheld in respect of Taxes to the relevant taxation authority or other Governmental Authority in accordance with any applicable Requirement of Law, and (iii) the sum payable by Seller shall be increased as may be necessary so that after Seller has made all required deductions and withholdings (including deductions and withholdings applicable to additional amounts payable under this Section 8) Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made in respect of Non-Excluded Taxes. For purposes of this Agreement (i) the term “Non-Excluded Taxes” are (a) Taxes other than Excluded Taxes and (b) to the extent not otherwise described in (a), Other Taxes, and (ii) the term “Excluded Taxes” are, in the case of Buyer, (a) Taxes that are imposed on its overall net income (and franchise taxes and branch profits taxes imposed in lieu thereof) by the jurisdiction under the laws of which Buyer is organized or of its applicable lending office, or any political subdivision thereof, or that are Taxes imposed as a result of a present or former connection between the Buyer and the jurisdiction imposing such Tax unless such Taxes are imposed as a result of Buyer having executed, delivered or performed its obligations or received payments under, or enforced, this Agreement or any of the other Facility Documents (in which case such Taxes will be treated as Non-Excluded Taxes), (b) Taxes imposed on amounts payable to or for the account of Buyer with respect to an applicable interest in a Facility Document pursuant to a law in effect on the date on which Buyer acquires such interest in a Facility Document other than amounts with respect to such Taxes that were payable to such Buyer's assignor immediately before such Buyer became a party hereto, (c) Taxes attributable to a Buyer’s failure to provide Seller with the appropriate form, certificate or other document described in subsection (e) of this Section 8, and (d) any withholding Taxes imposed under FATCA. (b) In addition, Seller hereby agrees to pay any present or future stamp, recording, documentary, excise, property or value-added taxes, or similar taxes, charges or levies that arise from any payment made under or in respect of this Agreement or any other Facility Document or from the execution, delivery or registration of, any performance under, or otherwise with respect to, this Agreement or any other Facility Document (collectively, “Other Taxes”). (c) In Seller hereby agrees to indemnify Buyer for, and to hold it harmless against, the event that full amount of Non-Excluded Taxes, and the full amount of 40 (d) Within thirty (30) days after the date of any payment of Taxes, Seller (or any Person making such payment on behalf of Seller) shall furnish to Buyer for its own account a Margin Deficit existscertified copy of the official receipt evidencing payment thereof. (e) For purposes of subsection (e) of this Section 8, the terms “United States” and “United States person” shall have the meanings specified in section 7701 of the Code. Each Buyer may retain (including for avoidance of doubt any funds received by it assignee, successor or participant) shall deliver or cause to which be delivered to Seller would otherwise be entitled hereunder, which funds the following properly completed and duly executed documents: (i) may be held by in the case of a Buyer against that is not a United States person, or is a foreign disregarded entity for U.S. federal income tax purposes that is entitled to provide such form, a complete and executed copy of (x) U.S. Internal Revenue Form W-8BEN or U.S. Internal Revenue Form W-8BEN-E in which Buyer claims the related Margin Deficit benefits of a tax treaty with the United States, if applicable, providing for a zero or reduced rate of withholding (or any successor forms thereto), including all appropriate attachments or (y) a U.S. Internal Revenue Service Form W-8ECI (or any successor forms thereto); or (ii) may be applied by in the case of an individual, (x) a complete and executed copy of U.S. Internal Revenue Service Form W-8BEN (or any successor forms thereto) and, if applicable, a certificate substantially in the form of Exhibit D (a “Section 8 Certificate”) or (y) a complete and executed copy of U.S. Internal Revenue Service Form W-9 (or any successor forms thereto); or (iii) in the case of a Buyer against that is organized under the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount laws of the Asset Base in effect at such time exceeds United States, any State thereof, or the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excessDistrict of Columbia, a “Margin Excess”complete and executed copy of U.S. Internal Revenue Service Form W-9 (or any successor forms thereto), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration including all appropriate attachments; or (iv) in the amount case of such Margin Excess.a Buyer that (x) is not organized under the laws of the United States, any State thereof, or the District of Columbia and (y) is treated as a corporation for U.S. federal income tax purposes, a complete and executed copy of U.S. Internal Revenue Service Form W-8BEN-E (or any successor forms thereto) and, if applicable, a Section 8 Certificate; or (v) in the case of a Buyer that (A) is treated as a partnership or other non-corporate entity, and (B) is not organized under the laws of the United States, 41

Margin Maintenance. (a) If at any time the aggregate outstanding amount of the any Purchase Price exceeds the related Asset Base in effect at such time, as determined on each Interim Payment Date (or, on a daily basis, in the event of the delivery of Eligible Securities or pledging of Pledged Margin Securities) after taking into account any Transaction being effected on such date (such excess, a “Margin Deficit”), then Buyer the related Buyers may by notice to the related Seller require such Seller to eliminate the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyermaking a Margin Call Payment, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) if there is no Borrowing Base Deficiency at such time, the reduction of the value of the related Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (iiiii) onlyin the sole discretion of the Buyers (not to be unreasonably withheld), pledging a Pledged Margin Security to related Buyer. (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of any Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of any Buyer to do so at a later date. Seller Each of the Sellers and Buyer each of the Buyers agree that a failure or delay by any Buyer to exercise its rights hereunder shall not limit or waive such Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellerthe Sellers. (c) In the event that a Margin Deficit exists, each Buyer may retain any funds received by it to which Seller the Sellers would otherwise be entitled hereunder, which funds (i) may be held by such Buyer against the related Margin Deficit or (ii) may be applied by such Buyer against the related Purchase Price. Notwithstanding the foregoing, Buyer each of the Buyers retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the an Asset Base in effect at such time exceeds the related Purchase Price, Price as determined on each Interim MRA Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, the related Seller may deliver a Transaction Margin Excess Notice to the related Buyer and request that such Buyer to deliver additional Consideration in an amount not to exceed the amount of such Margin ExcessExcess indicated in such Margin Excess Notice. The related Seller shall deliver such Margin Excess Notice at least one (1) Business Day prior to the Interim Payment Date on which such Seller wishes to receive such amount. If the Margin Excess Notice has been timely provided, the related Buyer shall provide Consideration to the related Seller in the requested amount on the specified Interim Payment Date, which Consideration shall consist of (i) cash, to the extent the related Buyer has excess cash or is able to obtain cash by effectuating an increase in the VFN Principal Balance, (ii) release of Eligible Securities, (iii) issuance of additional Notes and (iv) otherwise, an increase in the value of the Owner Trust Certificate of the applicable Buyer.

Margin Maintenance. (a) If at any time the product of the aggregate Market Value of all Purchased Loans and Buyer's Margin Ratio shall be less than the aggregate outstanding amount of the Purchase Repurchase Price exceeds the Asset Base in effect at for such timePurchased Loans, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date (such excess, a “"Margin Deficit”"), then Buyer may by notice to Seller (a "Margin Call") require Seller to eliminate the Margin Deficit transfer to Buyer (A) cash or (B) Additional Loans acceptable to Buyer in its sole and absolute discretion (such requirementcash or Additional Loans paid by Seller to Buyer are herein referred to as "Additional Loans"), a “Margin Call”) by effecting any or all so that the sum of cash plus the following actions: product of (i) the transfer aggregate Market Value of cash to Buyer, the Purchased Loans and such Additional Loans and (ii) Buyer's Margin Ratio shall at least equal the application of an Additional Note Payment aggregate outstanding Repurchase Price. Any cash received by Buyer pursuant to a Variable Funding Note (Margin Call shall be applied to reduce the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that Outstanding Purchase Price. Seller's failure to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant as required by the preceding sentence prior to clause expiration of one (i1) or Business Day after notice shall constitute an Event of Default under the Transaction Documents and shall entitle Buyer to exercise its remedies under Section 14 of this Agreement (iiincluding, without limitation, the liquidation remedy provided for in Section 14(iv) onlyof this Agreement). (b) If any Margin Call is given by Buyer under Section 3(a) of this Agreement, Seller shall transfer cash or Additional Loans as provided in Section 3(a) by no later than one (1) Business Day after the giving of such notice. Notice delivered required pursuant to Section 2.05(a3(a) of this Agreement may be given by any written means, including by telephone, telecopier or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”telegraphic transmission. The failure of Buyer, Buyer on any one or more occasions, to exercise its rights hereunder, under Section 3(a) of this Agreement shall not constitute a waiver of such default or change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer or Seller to do so at a later date. Buyer and Seller and Buyer each agree that a any failure or delay by Buyer to exercise its rights hereunder under Section 3(a) of this Agreement shall not limit or waive Buyer’s such party's rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellersuch party. (c) In If at any time the event product of the aggregate Market Value of all Purchased Loans and Buyer's Margin Ratio shall be greater than the aggregate outstanding Repurchase Price for such Purchased Loans (a "Margin Excess"), then Seller may by notice to Buyer require Buyer to transfer to Seller (1) cash or (2) Purchased Loans that a Margin Deficit exists, Buyer may retain any funds received by it become subject to which Seller would otherwise be entitled hereunder, which funds this Agreement as Additional Loans so that the product of (i) may be held by Buyer against the related Margin Deficit or aggregate Market Value of the Purchased Loans and such Additional Loans and (ii) may be applied by Buyer against Buyer's Margin Ratio shall not exceed the Purchase aggregate outstanding Repurchase Price. Notwithstanding In no event shall any Purchased Loans that did not become subject to this Agreement in the foregoing, Buyer retains form of Additional Loans be released from the right, in its sole discretion, lien of this Agreement due to make a Margin Call in accordance with the provisions of this Section 2.05Excess. (d) If at any time notice is given by Seller under Section 3(c) of this Agreement, Buyer shall transfer cash or Additional Loans as provided in Section 3(c) by no later than one (1) Business Day after the aggregate outstanding amount giving of such notice. Notice required pursuant to Section 3(c) of this Agreement may be given by any means, including by telephone, telecopier or telegraphic transmission. Buyer and Seller agree that any failure or delay by Seller on any one or more occasions to exercise its rights under Section 3(c) of this Agreement shall not constitute a waiver of such rights or limit such party's rights under Section 3(c) of this Agreement or otherwise existing by law or in any way create additional rights for such party. In addition, in no event shall Buyer be required to create a Margin Deficit in order to comply with Section 3(d) of this Agreement. (e) Any cash transferred to Buyer pursuant to Section 3(a) of this Agreement shall be used to reduce the Repurchase Price. (f) If any representation or warranty within this Agreement is in fact not accurate, then notwithstanding any of the Asset Base knowledge qualifiers, Buyer has the right to ▇▇▇▇ the asset to market with such frequency as deemed prudent in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excessaccordance with this Section 3.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount of the Purchase Price exceeds of any Purchased Certificate or Contributed Asset subject to a Transaction is greater than the Asset Base in effect at Value of such time, as determined on each Interim Payment Date after taking into account any Purchased Certificate or Contributed Asset subject to a Transaction being effected on such date (such excess, a “Margin Deficit”), then Buyer Administrative Agent may by notice to any Seller require such Seller to eliminate transfer to Administrative Agent for the benefit of Buyers cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all ), such amount to be applied to reduce the Purchase Price of the following actions: (i) the transfer of cash to Buyeraffected Contributed Asset, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) onlyas applicable. (b) b. Notice delivered pursuant to Section 2.05(a) 6.a above may be given by any written or electronic means. With respect to a Margin Call, any Any notice given before 5:00 p.m. 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following such Business Day. With respect to a Margin Call, any ; notice given after 5:00 p.m. 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 2:00 p.m. (New York City time) on the second (2nd) following Business Day following (the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of BuyerAdministrative Agent, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer Administrative Agent to do so at a later date. Seller Sellers and Buyer Administrative Agent each agree that a failure or delay by Buyer Administrative Agent to exercise its rights hereunder shall not limit or waive BuyerAdministrative Agent’s or Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for each Seller. (c) c. In the event that a Margin Deficit existsexists with respect to any Purchased Certificate or Contributed Asset, Buyer Administrative Agent may retain any funds received by it to which each Seller would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer Administrative Agent acting on behalf of Buyers against the related Margin Deficit or and (ii) may be applied by Buyer Administrative Agent acting on behalf of Buyers against the Purchase PricePrice of any Purchased Certificate or Contributed Asset for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Buyer the Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount of the Purchase Price exceeds allocated to any Purchased Asset, Contributed REO Property or Transaction Mortgage Loan subject to a Transaction is greater than the Asset Base in effect at Value allocated to such timePurchased Asset, as determined on each Interim Payment Date after taking into account any Contributed REO Property or Transaction being effected on such date Mortgage Loan subject to a Transaction (such excess, a “Margin Deficit”), then Buyer may by notice to Seller require Seller to eliminate transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only). (b) b. Notice delivered pursuant to Section 2.05(a) 6.a above may be given by any written or electronic means. With respect to a Margin Call, any Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. Day (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 second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) c. In the event that a Margin Deficit existsexists with respect to any Purchased Asset, Contributed REO Property or Transaction Mortgage Loan, Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer against the related Margin Deficit for a Transaction Mortgage Loan or Contributed REO Property and (ii) may will be applied by Buyer against the Purchase PriceAllocated Repurchase Price related to such Purchased Asset, Contributed REO Property or Transaction Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount Market Value of the Purchase Price exceeds the any Purchased Asset Base in effect at subject to a Transaction is less than Buyer's Margin Amount for such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date (such excess, a “"Margin Deficit”"), then Buyer may by notice to any Seller require Seller Sellers to eliminate transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a “"Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only"). (b) b. Notice delivered pursuant to Section 2.05(a6(a) may be given by any written or electronic means. With respect to a Margin Call, any Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. Day (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 second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “"Margin Deadlines”"). The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s 's rights under this Agreement or otherwise existing by law or in any way create additional rights for SellerSellers. (c) c. In the event that a Margin Deficit existsexists with respect to any Purchased Asset, Buyer may retain any funds received by it to which Seller the Sellers would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer against the related Margin Deficit or and (ii) may be applied by Buyer against any Purchased Asset for which the Purchase Pricerelated Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount Purchase Price of the Purchase Price exceeds Underlying Mortgage Loans subject to Transactions hereunder is greater than the Asset Base in effect at such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date aggregate Minimum Maintenance Amount of all Underlying Mortgage Loans subject to Transactions hereunder (such excess, a “Margin Deficit”)) such Margin Deficit is greater than the Margin Threshold, then Buyer may by notice to Seller require Seller to, at the option of Seller, either (1) transfer to eliminate Buyer cash, or (2) deposit cash into the Margin Account, in each case, in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”). If Seller elects to deposit such cash into the Margin Account to cure a Margin Deficit, thereafter, upon four (4) by effecting Business Days written notice to Buyer and the Paying Agent, Seller shall have the option to designate all or any or all portion of such cash to be applied to reduce the Purchase Price of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) onlyaffected Mortgage Loan(s). (b) b. Notice delivered pursuant to Section 2.05(a) 6.a above may be given by any written or electronic means. With respect to a Margin Call, any Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. Day (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 second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer ▇▇▇▇▇ each agree that a failure or delay by Buyer ▇▇▇▇▇ to exercise its rights hereunder shall not limit 126103752\V-5 or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) c. In the event that a Margin Deficit existsexists with respect to the Mortgage Loans, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer in the Margin Account against the related Margin Deficit or and (ii) may be applied by Buyer against the Purchase PricePrice of the Mortgage Loans for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056.a. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at Agent shall determine the Market Value of the Purchased Assets on a daily basis as determined by Agent in its sole discretion on exercising good faith. (b) If, as of any time date of determination, the lesser of (a) 100% of the Principal Balance of the Eligible Mortgage Loans and (b) the aggregate outstanding amount Market Value of the Purchase Price exceeds the Asset Base in effect at such timeall related Purchased Assets subject to all Transactions, as determined on each Interim Payment Date after taking into account any Transaction being effected the cash then on deposit in the Collection Accounts, multiplied by the applicable Purchase Price Percentage is less than the Repurchase Price (excluding accrued Price Differential) for all such date Transactions (such excess, a “Margin Deficit”), then Buyer may Agent may, by notice to the Seller require Seller to eliminate the Margin Deficit (as such requirementnotice is more particularly set forth below, a “Margin Call”), require Seller to transfer to Purchaser or its designee cash or, at Purchaser’s option (and provided Seller has additional Eligible Mortgage Loans), additional Eligible Mortgage Loans to Purchaser (“Additional Purchased Mortgage Loans”) to cure the Margin Deficit; provided that Purchaser shall not provide notice of a Margin Call to Seller until the Margin Deficit equals or exceeds $500,000 (such number to be calculated by effecting any accounting for amounts that may be due under that certain forward sale agreement, dated on or all of about the following actions: (i) Effective Date, entered into between Seller and Purchaser). If the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to Agent delivers a Variable Funding Note (Margin Call to the extent allowed under the related Indenture Supplement) Seller on or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that prior to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only. (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. 11:00 a.m. (New York City time) on a any Business Day Day, then the Seller shall be met, and the related Margin Call satisfied, transfer cash or Additional Purchased Mortgage Loans to Purchaser or its designee no later than 5:00 p.m. (New York City time) on the following same Business Day. With respect to In the event the Agent delivers a Margin Call, any notice given Call to Seller after 5:00 p.m. 11:00 a.m. (New York City time) on a any Business Day Day, Seller shall be met, and the related Margin Call satisfied, required to transfer cash or Additional Purchased Mortgage Loans no later than 5:00 p.m. 12:00 noon (New York City time) on the second next succeeding Business Day. (2ndc) Business Day following Any cash transferred to Purchaser or its designee pursuant to Section 16(f)(ii)(B) herein shall reduce the date Repurchase Price of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. related Transactions. (d) The failure of BuyerPurchaser, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which of this Agreement is subject or limit the right of Buyer the Purchaser to do so at a later date. Seller and Buyer Purchaser each agree that a failure or delay by Buyer a Purchaser to exercise its rights hereunder shall not limit or waive BuyerPurchaser’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (ce) In For the event avoidance of doubt, it is hereby understood and agreed that a Seller shall be responsible for satisfying any Margin Deficit exists, Buyer may retain existing as a result of any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount reduction of the Principal Balance of any Purchased Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account pursuant to any Transaction being effecting on such date (such excess, a “Margin Excess”), then on action by any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excessbankruptcy court.

Margin Maintenance. (a) If at any time the aggregate outstanding amount of the Purchase Price exceeds the Asset Base in effect at such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date (such excess, a “Margin Deficit”), then Buyer may by notice to Seller require Seller to eliminate the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) effectuating the transfer of cash to Buyer, (ii) Buyer or the application inclusion of an Additional Note Payment to a Variable Funding Note (additional Mortgage Loans to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) onlySold MSR Portfolio. (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Each of the Seller and Buyer each agree agrees that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting effective on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration make a payment in Dollars in the amount of such Margin Excess.

Margin Maintenance. (a) If at any time the aggregate outstanding amount Market Value of all Purchased Securities subject to all Transactions is less than the Purchase Price exceeds the Asset Base in effect at aggregate Buyer's Margin Amount for all such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date Transactions (such excess, a “"Margin Deficit”"), then Buyer Nikko may by notice to Seller require Seller in such Transactions, at Seller's option, to eliminate transfer to Nikko cash or additional Purchased Securities acceptable to Nikko and which conform in all respects to the Margin Deficit applicable representations and warranties set forth in APPENDICES A, B, C AND D (such requirement"Additional Purchased Securities"), a “Margin Call”) by effecting any or all so that the cash and aggregate Market Value of the following actions: (i) the transfer of cash to Purchased Securities, including any such Additional Purchased Securities, will thereupon equal or exceed such aggregate Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any 's Margin Deficit pursuant to clause (i) or (ii) onlyAmount. (b) Notice delivered required pursuant to subsection (a) of this Section 2.05(a) 5 may be given by any written or electronic means. With A notice for the payment or delivery in respect to a of the Margin Call, any notice given Deficit received before 5:00 p.m. (10:00 a.m. New York City time) time on a Business Day shall Day, must be met, and the related Margin Call satisfied, met no later than 5:00 p.m. (Any notice given on a Business Day after 10:00 a.m., New York City time) , shall be met no later than 5:00 p.m., on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of BuyerNikko, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer Nikko to do so at a later date. Seller and Buyer Nikko each agree that a failure or delay by Buyer Nikko to exercise its rights hereunder shall not limit or waive Buyer’s Nikko's rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount Market Value of the Purchase Price exceeds the Asset Base in effect at any Purchased Mortgage Loan subject to a Transaction is less than Buyer’s Margin Amount for such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date (such excess, a “Margin Deficit”), then Buyer may by notice to Seller require Seller to eliminate transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only. (b) b. Notice delivered pursuant to Section 2.05(a6(a) above may be given by any written or electronic means. With respect to a Margin Call, any Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. Day (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 second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) c. In the event that a Margin Deficit existsexists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer against the related Margin Deficit or and (ii) may be applied by Buyer against the Purchase PriceRepurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount Purchase Price of the Purchase Price exceeds Trust Mortgage Loans and REO Properties subject to the Asset Base in effect at such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date Transactions is greater than the Maximum Maintenance Amount (such excess, a “Margin Deficit”)) and such Margin Deficit is greater than the Margin Threshold, then Buyer may by notice to Seller require Seller to, at the option of Seller, either (1) transfer to eliminate Buyer cash or (2) deposit cash into the Margin Account, in each case, in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”). If the Seller elects to deposit such cash into the Margin Account to cure a Margin Deficit, thereafter, upon four (4) by effecting Business Days written notice to the Buyer and the Paying Agent, Seller shall have the option to designate all or any or all portion of such cash to be applied to reduce the Purchase Price of the following actions: (i) the transfer of cash to Buyeraffected Trust Mortgage Loan or REO Property, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) onlyas applicable. (b) b. Notice delivered by Buyer pursuant to Section 2.05(a) 6.a above may be given by any written or electronic means. With respect to a Margin Call, any Any notice given before 5:00 p.m. 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. With respect to a Margin Call, any ; notice given after 5:00 p.m. 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 second (2nd) following Business Day following (the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that c. If a Margin Deficit existsexists with respect to the Trust Mortgage Loans or REO Properties, Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer against the related Margin Deficit or and (ii) may be applied by Buyer against the Purchase PricePrice of the Trust Mortgage Loans or REO Properties for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at any time the aggregate outstanding amount of the Purchase Price exceeds of the Note is greater than the Asset Base in effect at such time, as determined on each Interim Payment Date after taking into account any Value or the Maximum Purchase Price for the related Transaction being effected on such date (such excess, a “Margin Deficit”), then Buyer may Administrative Agent may, and, at the direction of all Buyers, shall, by notice to Seller Sellers require Seller Sellers to eliminate transfer to Administrative Agent cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only). (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of BuyerAdministrative Agent, on any one or more occasions, to exercise its the rights of Buyers hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer Administrative Agent to do so at a later date. Seller Each of the Sellers, each of the Buyers, and Buyer the Administrative Agent each agree that a failure or delay by Buyer Administrative Agent to exercise its the rights of Buyers hereunder shall not limit or waive BuyerAdministrative Agent’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellerthe Sellers. (c) In the event that a Margin Deficit exists, Buyer Administrative Agent may retain any funds received by it to which Seller the Sellers would otherwise be entitled hereunder, which funds (i) may be held by Buyer Administrative Agent against the related Margin Deficit or (ii) may be applied by Buyer Administrative Agent against the Purchase Price. Notwithstanding the foregoing, Buyer Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.052.06. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at any time the aggregate outstanding amount Market Value of all Purchased Mortgage Loans subject to all Transactions hereunder is less than the Purchase Price exceeds the Asset Base in effect at aggregate Buyer’s Margin Amount for all such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date Transactions (such excess, a “Margin Deficit”), then Buyer may by notice to Seller require Seller in such Transactions, at Buyer’s option, to eliminate transfer to Buyer cash or additional Mortgage Loans reasonably acceptable to Buyer (“Additional Purchased Mortgage Loans”), so that the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all cash and aggregate Market Value of the following actions: (i) the transfer of cash to Purchased Mortgage Loans, including any such Additional Purchased Mortgage Loans, will thereupon equal or exceed such aggregate Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate’s Margin Amount; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) onlyno Additional Purchased Mortgage Loans may be Wet Mortgage Loans. (b) Notice delivered pursuant If the notice to Section 2.05(a) may be given by any written Buyer to Seller under subparagraph (a) above is given at or electronic means. With respect prior to 10:00 a.m. New York city time on a Margin CallBusiness Day, any Seller shall transfer cash or Additional Purchased Mortgage Loans to Buyer prior to the close of business in New York City on the date of such notice, and if such notice is given before 5:00 p.m. (after 10:00 a.m. New York City time) on a Business Day , Seller shall be met, and transfer cash or Additional Purchased Mortgage Loans prior to the related Margin Call satisfied, no later than 5:00 p.m. (close of business in New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it Any cash transferred pursuant to which Seller would otherwise be entitled hereunder, which funds (i) may this Section shall be held by Buyer against as though it were Additional Purchased Mortgage Loans and, unless Buyer shall otherwise consent, shall not reduce the Repurchase Price of the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05Transaction. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at any time the aggregate outstanding amount of the Purchase Price in connection with Receivables exceeds the Receivables Asset Base in effect at such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date by Buyer (such excess, a “Receivables Margin Deficit”), then Buyer may by notice to Seller require Seller to eliminate transfer to Buyer cash in an amount at least equal to the Receivables Margin Deficit (such requirement, a “Receivables Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only). (b) If at any time the aggregate outstanding amount of the Purchase Price in connection with Servicing Rights exceeds the Servicing Rights Asset Base in effect at such time, as determined by Buyer (such excess, a “Servicing Rights Margin Deficit”), then Buyer may by notice to Seller require Seller to transfer to Buyer cash in an amount at least equal to the Servicing Rights Margin Deficit (such requirement, a “Servicing Rights Margin Call” and together with a Receivables Margin Call, a “Margin Call”). (c) Notice delivered pursuant to Section 2.05(a) or Section 2.05(b) may be given by any written or electronic means. With respect to a Margin Call in the amount of less than 5% of the outstanding principal amount of the Purchase Price (a “Low Percentage Margin Call”), any notice given before 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any ; notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. With respect to all Margin Calls other than Low Percentage Margin Calls, any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (cd) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount Market Value of all Purchased Mortgage Loans subject to all Transactions is less than the Purchase Price exceeds the Asset Base in effect at aggregate Buyer’s Margin Amount for all such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date Transactions (such excessevent, a “Margin Deficit”), then Buyer may may, by notice to Seller Seller, require Seller to eliminate transfer to Buyer, cash within one (1) Business Day of such notice by Buyer, so that the cash and aggregate Market Value of the Purchased Mortgage Loans will thereupon equal or exceed the aggregate Buyer’s Margin Deficit Amount (such requirementrequirement upon such notice, a “Margin Call”) by effecting ), provided that, notwithstanding the foregoing, Buyer may determine the Market Value and any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) onlyon an individual Mortgage Loan basis. (b) b. Notice delivered pursuant to Section 2.05(a6(a) may be given by any written or electronic means. With respect to a Margin Call, any Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. Day (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 second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. Any late payments shall accrue interest at the Post Default Rate. (c) c. In the event that a Margin Deficit existsexists or any other funds are due and payable to Buyer, Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunderhereunder or exercise control over any funds in the Seller’s Clearing Account and remit such funds to the Settlement Account, which funds (i) may shall be held and applied by Buyer against the related such Margin Deficit or (ii) Deficit, may be applied by Buyer against the Purchase Priceamounts due and owing, or any shortfall, with respect to any Purchased Mortgage Loan. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at any time the aggregate outstanding amount of the Purchase Price exceeds of the Note is greater than the Asset Base in effect at such time, as determined on each Interim Payment Date after taking into account any Value for the related Transaction being effected on such date (such excess, a “Margin Deficit”), then Buyer may by notice to Seller require Seller to eliminate transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only). (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at any time the aggregate outstanding amount Market Value of all Purchased Loans subject to all Transactions is less than the Purchase Price exceeds the Asset Base in effect at aggregate MV Margin Amount for all such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date Transactions (such excessevent, a ““ Margin DeficitDeficit ”), then Buyer may may, by notice to Seller Seller, require Seller in such Transactions to eliminate transfer to Buyer cash or, at Buyer’s option (and provided Seller has additional Eligible Loans), additional Eligible Loans (“ Additional Purchased Loans ”) on a servicing released basis within one (1) Business Day of such notice by Buyer, so that the cash and aggregate Market Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon equal or exceed such aggregate MV Margin Deficit Amount (such either requirement, a ““ Margin CallCall ”) by effecting any or all of ); provided that if Seller transfers cash, Buyer shall deposit such cash into a non-interest bearing account until the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) onlynext succeeding Repurchase Date. (b) Notice delivered required pursuant to Section 2.05(a6(a) may be given by any written or electronic meansmeans provided in Section 21 hereof. With respect to a Margin Call, any Any notice given before 5:00 p.m. on a Business Day at or prior to 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 same Business Day. With respect to a Margin Call, any Any notice given after 5:00 p.m. on a Business Day following 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 1:00 p.m. (New York City time) on the second (2nd) following Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”Day. The failure of Buyer, on any one or more occasions, to exercise its rights hereunderunder this Section 6, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If Agent shall determine the Market Value of the Purchased Assets at any time as determined by Agent in its sole discretion. Agent shall have the aggregate outstanding right to ▇▇▇▇ to market the Purchased Assets on a daily basis in connection with which the Market Value with respect to one or more of the Purchased Assets may be determined to be zero in accordance with the terms herein. (b) If, as of any date of determination, the lesser of (i) 100% of the Principal Balance of the Purchased Mortgage Loans and face amount of the Purchase Price exceeds Takeout MBS and (ii) the Asset Base in effect at such timeaggregate Market Value of all Purchased Assets then subject to all Transactions, as determined on each Interim Payment Date after taking into account any Transaction being effected the cash then on deposit in the Collection Account, multiplied by the applicable Purchase Price Percentage is less than the Repurchase Price for all such date Transactions (such excess, a “Margin Deficit”), then Buyer may Agent may, by notice to the Seller require Seller to eliminate the Margin Deficit (as such requirementnotice is more particularly set forth below, a “Margin Call”), require Seller to transfer to Purchaser or its designee cash or, at Purchaser’s option (and provided Seller has additional Eligible Mortgage Loans), additional Eligible Mortgage Loans to Purchaser (“Additional Purchased Mortgage Loans”) by effecting any to cure the Margin Deficit provided that such Margin Deficit shall equal or all of exceed $250,000. If the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to Agent delivers a Variable Funding Note (Margin Call to the extent allowed under the related Indenture Supplement) Seller on or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that prior to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only. (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. 10:00 a.m. (New York City time) on a any Business Day Day, then the Seller shall be met, and the related Margin Call satisfied, transfer cash or Additional Purchased Mortgage Loans to Purchaser or its designee no later than 5:00 p.m. (New York City time) on the following same Business Day. With respect to In the event the Agent delivers a Margin Call, any notice given Call to Seller after 5:00 p.m. 10:00 a.m. (New York City time) on a any Business Day Day, Seller shall be met, and the related Margin Call satisfied, required to transfer cash or Additional Purchased Mortgage Loans no later than 5:00 p.m. 12:00 noon (New York City time) on the second next succeeding Business Day. (2ndc) Business Day following Any cash transferred to Purchaser or its designee pursuant to Section 16(f)(ii) herein shall reduce the date Repurchase Price of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. related Transactions. (d) The failure of BuyerPurchaser, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which of this Agreement is subject or limit the right of Buyer the Purchaser to do so at a later date. Seller and Buyer Purchaser each agree that a failure or delay by Buyer a Purchaser to exercise its rights hereunder shall not limit or waive BuyerPurchaser’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (ce) In For the event avoidance of doubt, it is hereby understood and agreed that a Seller shall be responsible for satisfying any Margin Deficit exists, Buyer may retain existing as a result of any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount reduction of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account Principal Balance of any Transaction being effecting on such date (such excess, a “Margin Excess”), then on Purchased Mortgage Loan pursuant to any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excessaction by any bankruptcy court.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount of the Purchase Price exceeds of any Purchased Mortgage Loan subject to a Transaction is greater than the Asset Base in effect at Value of such time, as determined on each Interim Payment Date after taking into account any Purchased Mortgage Loan subject to a Transaction being effected on such date (such excess, a “Margin Deficit”), then Buyer Administrative Agent may by notice to Seller Sellers require Seller Sellers to eliminate transfer to Administrative Agent for the benefit of Buyers cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”), as more fully provided in Section 6(b) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only.immediately below. LEGAL02/41216309v6 (b) b. Notice delivered pursuant to Section 2.05(a6(a) may be given by any written or electronic means. With respect to a Margin CallExcept as provided below, any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. Day (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 second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). Notwithstanding the foregoing, in the event that the applicable Margin Deficit is greater than [***], the Margin Deadline set forth above shall apply with respect to [***] and the balance of the Margin Deficit (i.e., the amount thereof in excess of [***]) shall be satisfied by no later than 5:00 pm (New York City time) on the third (3rd) Business Day following the date of the Margin Call; provided that no Event of Default has occurred and is continuing. The failure of BuyerAdministrative Agent, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer Administrative Agent to do so at a later date. Seller Sellers and Buyer Administrative Agent each agree that a failure or delay by Buyer Administrative Agent to exercise its rights hereunder shall not limit or waive BuyerAdministrative Agent’s or Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for SellerSellers. (c) c. In the event that a Margin Deficit existsexists with respect to any Purchased Mortgage Loan, Buyer Administrative Agent may retain any funds received by it to which Seller the Sellers would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer Administrative Agent against the related Margin Deficit or and (ii) may be applied by Buyer Administrative Agent against any Purchased Mortgage Loan for which the Purchase Pricerelated Margin Deficit remains otherwise unsatisfied. Administrative Agent shall give Sellers written notice of any funds so retained and/or applied by Administrative Agent. Notwithstanding the foregoing, Buyer the Administrative Agent retains the right, in its sole good faith discretion, to make a Margin Call in accordance with the provisions of this Section 2.056. (d) d. If at any time the aggregate outstanding amount Asset Value of the Asset Base in effect at such time exceeds aggregate of all Purchased Mortgage Loans subject to a Transaction hereunder as of any date of determination is greater than the aggregate Purchase Price, Price of all Purchased Mortgage Loans subject to a Transaction hereunder as determined on each Interim Payment Date after taking into account any Transaction being effecting on of such date (such excess, a “Margin Excess”), then Sellers may, by delivery of written notice to Administrative Agent by 10:00 a.m. (New York Time) on any Business Day (an “Excess Margin Notice”), require Administrative Agent either to (i) remit additional Purchase Date on which Price in an amount equal to the lesser of (x) such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in (y) the amount requested by Sellers or (ii) reallocate the Purchase Price to Purchased Mortgage Loans with Margin Excess in order to release Purchased Mortgage Loans which, following such reallocation, will have a Purchase Price of zero (0). Administrative Agent shall not be obligated to remit Margin Excess or release Purchased Mortgage Loans pursuant to clause (i) or (ii) above to the extent (A) it would cause the outstanding Purchase Price to exceed the Maximum Aggregate Purchase Price or otherwise be inconsistent with the requirements or conditions of this Agreement; (B) a Default has occurred and is continuing or would exist after such action by Administrative Agent or (C) such action would cause a Margin Excess.Deficit. LEGAL02/41216309v6

Margin Maintenance. (a) Purchaser may, at its option in its sole and absolute discretion, re-determine the Market Value for any Purchased Asset in accordance with the definition of Market Value. If at there exists a Margin Deficit Event with respect to any time the aggregate outstanding amount of the Purchase Price exceeds the Asset Base in effect at such timePurchased Asset, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date (such excessPurchaser may, a “Margin Deficit”), then Buyer may by notice to the applicable Seller require Seller to eliminate substantially in the Margin Deficit form of Exhibit VIII hereto (such requirement, a “Margin Call”) by effecting any or all of ), require the following actions: applicable Seller to make, and the applicable Seller shall (Seller’s election between (i) the transfer of cash to Buyer, and (ii) the application of an Additional Note Payment shall be provided to a Variable Funding Note (Purchaser in writing on or prior to the extent allowed under Margin Call Deadline) (i) make a cash payment (in the Applicable Currency of the related Indenture SupplementPurchased Asset) or to Purchaser and/or apply Margin Excess from other Purchased Assets (iii) in the Applicable Currency of the related Purchased Asset), in each case in reduction of the value outstanding Purchase Price of the Owner Trust Certificate; providedsuch Purchased Asset so that after giving effect to such payment or applications, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any no Margin Deficit pursuant shall exist or be deemed to clause (i) exist with respect to such Purchased Asset or (ii) onlyrepurchase such Purchased Asset, in either case within the Margin Call Deadline. (b) Notice delivered pursuant to Section 2.05(a[Reserved]. (c) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyeror delay by Purchaser, on any one or more occasions, to exercise its rights hereunder, under this Article 4 shall not change or alter the terms and conditions to which this Agreement is subject or limit or waive the right of Buyer Purchaser to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law date or in any way create additional rights for any Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at For the avoidance of doubt, with respect to this Article 4, any time such payments and/or reductions shall be made by the aggregate outstanding amount applicable Seller in the Applicable Currency of the related Purchased Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on with respect to which such Margin Excess Deficit exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount of the Purchase Price exceeds of any Trust Interest, Trust Mortgage Loan or REO Property subject to a Transaction is greater than the Asset Base in effect at Value of such timeTrust Interest, as determined on each Interim Payment Date after taking into account any Trust Mortgage Loan or REO Property subject to a Transaction being effected on such date (such excess, a “Margin Deficit”)) and such Margin Deficit is greater than the Margin Threshold, then Buyer may by notice to Seller require Seller to eliminate transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all ), such amount to be applied to reduce the Purchase Price of the following actions: (i) the transfer of cash to Buyeraffected Trust Mortgage Loan or REO Property, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) onlyas applicable. (b) b. Notice delivered pursuant to Section 2.05(a) 6.a above may be given by any written or electronic means. With respect to a Margin Call, any Any notice given before 5:00 p.m. 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following such Business Day. With respect to a Margin Call, any ; notice given after 5:00 p.m. 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 2:00 p.m. (New York City time) on the second (2nd) following Business Day following (the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) c. In the event that a Margin Deficit existsexists with respect to any Trust Interest, Trust Mortgage Loan or REO Property, Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer against the related Margin Deficit or and (ii) may be applied by Buyer against the Purchase PricePrice of any Trust Interest, Trust Mortgage Loan or REO Property for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at any time either (i) the aggregate outstanding amount Market Value of all Purchased Loans subject to all Transactions is less than the aggregate MV Margin Amount for all such Purchased Loans or (ii) the aggregate unpaid principal balance of the Purchase Price exceeds Purchased Loans subject to all Transactions is less than the Asset Base in effect at aggregate Par Margin Amount for all such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on Purchased Loans (either such date (such excessevent, a “Margin Deficit”), then the Buyer may may, by notice to Seller Seller, require Seller in such Transactions to eliminate transfer to the Buyer cash or, at the Buyer’s option (and provided Seller has additional Eligible Loans), additional Eligible Loans (“Additional Purchased Loans”) within one (1) Business Day of such notice by Buyer, so that both (x) the cash and aggregate Market Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon equal or exceed such aggregate MV Margin Deficit Amount, and (y) the cash and unpaid principal balance of such Purchased Loans, including any such Additional Purchased Loans and Purchased Loans, will therefore equal or exceed such aggregate Par Margin Amount (either requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of ); provided that if Seller transfers cash, Buyer shall apply such cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) onlyPurchase Price for such Purchased Loan. (b) Notice delivered required pursuant to Section 2.05(a6(a) may be given by any written or electronic meansmeans provided in Section 36 hereof. With respect to a Margin Call, any Any notice given before 5:00 p.m. (New York City time) 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) time on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) Realisation Agent may, at its option in its sole and absolute discretion, re-determine the Market Value for any Purchased Asset in accordance with definition of Market Value. If at there exists a Margin Deficit Event with respect to any time the aggregate outstanding amount of the Purchase Price exceeds the Asset Base in effect at such timePurchased Asset, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date (such excessRealisation Agent may, a “Margin Deficit”), then Buyer may by notice to Seller require Seller Sellers with a simultaneous copy to eliminate Common Issuer Facility Agent substantially in the Margin Deficit form of Exhibit VIII hereto (such requirement, a “Margin Call”), require Sellers to (at Sellers’ election with written notice of such election to Purchasers, Repurchase Agent, Realisation Agent 52 and Common Issuer Facility Agent) by effecting any or all of the following actions: (i) make a cash payment (in the transfer Applicable Currency of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture SupplementPurchased Asset) or to Purchaser and/or apply Margin Excess from other Purchased Assets (iii) in the Applicable Currency of the related Purchased Asset), in each case in reduction of the value outstanding Purchase Price of the Owner Trust Certificate; providedsuch Purchased Asset so that after giving effect to such payment or applications, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any no Margin Deficit pursuant shall exist or be deemed to clause (i) exist with respect to such Purchased Asset or (ii) onlyrepurchase such Purchased Asset, in either case within the time period set forth in clause (b) below. (b) Notice delivered pursuant to Section 2.05(a) may be If a Margin Call is given by Realisation Agent under Article 4(a) on any written Business Day at or electronic means. With respect prior to a Margin Call, any notice given before 5:00 p.m. 12:00 noon (New York City time or, with respect to a Foreign Purchased Asset, London time) on a Business Day ), the applicable Seller shall be met, and cure the related Margin Call satisfied, Deficit as provided in Article 4(a) by no later than 5:00 p.m. (New York City time or, with respect to a Foreign Purchased Asset, London time) on the following next succeeding Business Day. With respect to For the avoidance of doubt, if a Margin Call, Call is given by Realisation Agent under Article 4(a) on any notice given Business Day after 5:00 p.m. 12:00 noon (New York City time or, with respect to a Foreign Purchased Asset, London time) on a Business Day ), such Margin Call shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) considered given prior to such time on the second immediately following Business Day. (2ndc) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyeror delay by Realisation Agent, on any one or more occasions, to exercise its rights hereunder, under this Article 4 shall not change or alter the terms and conditions to which this Agreement is subject or limit or waive the right of Buyer Realisation Agent to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law date or in any way create additional rights for any Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at For the avoidance of doubt, with respect to this Article 4, any time such payments and/or reductions shall be made by the aggregate outstanding amount applicable Seller in the Applicable Currency of the related Purchased Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on with respect to which such Margin Excess Deficit exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at any time the aggregate outstanding amount of the Purchase Price exceeds of the Asset Base in effect at such time, as determined on each Interim Payment Date after taking into account any Note is less than the Margin Amount for the related Transaction being effected on such date (such excess, a “Margin Deficit”), then Buyer may by notice to Seller require Seller to eliminate transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only). (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at If, on any time the aggregate outstanding amount of the Business Day with respect to a Non-Performing Asset or a Significantly Impaired Asset, a Purchase Price exceeds Margin Deficit is continuing, then Seller shall, within two (2) Business Days after written notice from Buyer (or, if such written notice is received by Seller after 12:00 p.m. New York City time on any Business Day, within three (3) Business Days after written notice from Buyer) (a “Purchase Price Margin Call”), transfer to Buyer immediately available funds in an amount sufficient to cure such Purchase Price Margin Deficit. Any additional cash transferred to Buyer pursuant to this Section 4(a) with respect to the Asset Base in effect at such timePurchased Assets shall be applied by Buyer, as determined on each Interim Payment Date after taking into account any Transaction being effected on by Buyer in its sole and absolute discretion, to reduce such date (such excess, a “Purchase Price Margin Deficit”), then Buyer may by notice to Seller require Seller to eliminate the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only. (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunderunder this Section 4, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder under this Section 4 shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) . In the event that a Purchase Price Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may shall be applied by Buyer against the Purchase PricePrice of any Purchased Asset(s) for which the related Purchase Price Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Buyer retains the right, in its sole and absolute discretion, to make a Purchase Price Margin Call in accordance with with, and subject to, the provisions of this Section 2.054. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at Agent shall determine the Market Value of the Purchased Assets on a daily basis as determined by Agent in its sole discretion. (b) If, as of any time date of determination, the lesser of (a) 100% of the Principal Balance of the Eligible Mortgage Loans and (b) the aggregate outstanding amount Market Value of the Purchase Price exceeds the Asset Base in effect at such timeall related Purchased Assets subject to all Transactions, as determined on each Interim Payment Date after taking into account any Transaction being effected the cash then on deposit in the Collection Account, multiplied by the applicable Purchase Price Percentage is less than the Repurchase Price (excluding accrued Price Differential) for all such date Transactions (such excess, a “Margin Deficit”), then Buyer may Agent may, by notice to the Seller require Seller to eliminate the Margin Deficit (as such requirementnotice is more particularly set forth below, a “Margin Call”), require Seller to transfer to Purchaser or its designee cash or, at Purchaser’s option (and provided Seller has additional Eligible Mortgage Loans), additional Eligible Mortgage Loans to Purchaser (“Additional Purchased Mortgage Loans”) by effecting any or all of to cure the following actions: (i) Margin Deficit. If the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to Agent delivers a Variable Funding Note (Margin Call to the extent allowed under the related Indenture Supplement) Seller on or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that prior to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only. (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. 11:00 a.m. (New York City time) on a any Business Day Day, then the Seller shall be met, and the related Margin Call satisfied, transfer cash or Additional Purchased Mortgage Loans to Purchaser or its designee no later than 5:00 p.m. (New York City time) on the following same Business Day. With respect to In the event the Agent delivers a Margin Call, any notice given Call to Seller after 5:00 p.m. 11:00 a.m. (New York City time) on a any Business Day Day, Seller shall be met, and the related Margin Call satisfied, required to transfer cash or Additional Purchased Mortgage Loans no later than 5:00 p.m. 12:00 noon (New York City time) on the second next succeeding Business Day. (2ndc) Business Day following Any cash transferred to Purchaser or its designee pursuant to Section 16(f)(ii) herein shall reduce the date Repurchase Price of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. related Transactions. (d) The failure of BuyerPurchaser, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which of this Agreement is subject or limit the right of Buyer the Purchaser to do so at a later date. Seller and Buyer Purchaser each agree that a failure or delay by Buyer a Purchaser to exercise its rights hereunder shall not limit or waive BuyerPurchaser’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (ce) In For the event avoidance of doubt, it is hereby understood and agreed that a Seller shall be responsible for satisfying any Margin Deficit exists, Buyer may retain existing as a result of any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount reduction of the Principal Balance of any Purchased Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account pursuant to any Transaction being effecting on such date (such excess, a “Margin Excess”), then on action by any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excessbankruptcy court.

Margin Maintenance. (a) If at Agent shall determine the Market Value of the Purchased Assets on a daily basis. (b) If, as of any time date of determination, the lesser of (i) [***] of the unpaid principal balance as of such date of all Purchased Assets then subject to all Transactions and (ii) the aggregate outstanding amount Market Value of the Purchase Price exceeds the Asset Base in effect at such timeall Purchased Assets then subject to all Transactions, as determined on each Interim Payment Date after taking into account any Transaction being effected the cash then on deposit in the Collection Account, multiplied by the applicable Purchase Price Percentage is more than $[***] less than the Repurchase Price (less the related Price Differential) for all such date Transactions (such excess, a “Margin Deficit”), then Buyer may Agent may, by notice to the Seller require Seller to eliminate the Margin Deficit (as such requirementnotice is more particularly set forth below, a “Margin Call”) by effecting any or all ), require Seller to transfer to Agent on behalf of the following actions: related Purchaser or its designee cash or, at the related Purchaser’s option (i) the transfer of cash to Buyerand provided Seller has additional Eligible Mortgage Loans), (ii) the application of an Additional Note Payment to a Variable Funding Note (additional Eligible Mortgage Loans to the extent allowed under related Purchaser (“Additional Purchased Mortgage Loans”) to cure the related Indenture Supplement) or (iii) Margin Deficit. If the reduction of the value of the Owner Trust Certificate; provided, however, that Agent delivers a Margin Call to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant on or prior to clause (i) or (ii) only. (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. [***] (New York City time) on a any Business Day Day, then the Seller shall be met, and transfer cash or Additional Purchased Mortgage Loans to Agent on behalf of the related Margin Call satisfied, Purchaser or its designee no later than 5:00 p.m. [***] (New York City time) on the following same Business Day. With respect to In the event the Agent delivers a Margin Call, any notice given Call to Seller after 5:00 p.m. [***] (New York City time) on a any Business Day Day, Seller shall be met, and the related Margin Call satisfied, required to transfer cash or Additional Purchased Mortgage Loans no later than 5:00 p.m. [***] (New York City time) on the second next succeeding Business Day. (2ndc) Business Day following Any cash transferred to Agent for the date benefit of such notice. The foregoing time requirements for satisfaction the related Purchaser or its designee pursuant to Section 16(g)(ii) herein shall reduce the Repurchase Price of a Margin Call are referred to as the “Margin Deadlines”. related Transactions. (d) The failure of BuyerPurchasers, on any one or more occasions, to exercise its their rights hereunder, shall not change or alter the terms and conditions to which of this Agreement is subject or limit the right of Buyer the Purchasers to do so at a later date. Seller and Buyer Purchasers each agree that a failure or delay by Buyer a Purchaser to exercise its rights hereunder shall not limit or waive Buyerthe related Purchaser’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (ce) In For the event avoidance of doubt, it is hereby understood and agreed that a Seller shall be responsible for satisfying any Margin Deficit exists, Buyer may retain existing as a result of any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount cram down of the unpaid principal balance of any Purchased Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account pursuant to any Transaction being effecting on such date (such excess, a “Margin Excess”), then on action by any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excessbankruptcy court.

Margin Maintenance. (a) If at any time the aggregate outstanding amount of the Purchase Price exceeds the Asset Base in effect at such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date (such excess, a “Margin Deficit”), then Buyer may by notice to Seller require Seller to eliminate the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only. (b) Notice delivered pursuant to Section 2.05(a) may be given by any written Buyer to Seller under Section 4(a) is given at or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. 11:00 a.m. (New York City Eastern time) on a Business Day Day, Seller shall be mettransfer cash and/or, and the related Margin Call satisfiedif acceptable to Buyer, no later than 5:00 Additional Purchased Mortgage Loans to Buyer before 6:00 p.m. (New York City Eastern time) on the following Business Day. With respect to a Margin Calldate of such notice, any and if such notice is given after 5:00 p.m. 11:00 a.m. (New York City Eastern time) on a Business Day ), Seller shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. transfer such cash and/or Additional Purchased Mortgage Loans before 10:30 a.m. (New York City Eastern time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction All cash required to be delivered to Buyer pursuant to this Section 4(b) shall be deposited by Seller into the Operating Account and, provided that no Event of a Margin Call are referred to as the “Margin Deadlines”. The failure of BuyerDefault has occurred and is continuing, on any one or more occasions, to exercise its rights hereunder, if received by 3:30 p.m. (Eastern Time) shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay be applied by Buyer on the Business Day received to exercise its rights hereunder shall not limit reduce pro rata the Purchase Prices of all Purchased Mortgage Loans that are then subject to outstanding Transactions, or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit existsif received after such time, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may will be held by Buyer against in the related Margin Deficit or (ii) Operating Account as security for the Obligations until the next Business Day after such deposit, when it will be so applied. Following the occurrence and during the continuance of any Event of Default, any such cash may be applied to reduce the Repurchase Price of such Purchased Mortgage Loans as Buyer shall select, with the amount to be applied to the Repurchase Price of any particular Purchased Mortgage Loan to be determined by Buyer, using such reasonable method of allocation as Buyer against shall elect in its sole discretion at the Purchase Pricetime. Notwithstanding the foregoing, Buyer retains the rightBuyer’s election, in its sole and absolute discretion, not to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base there is a Margin Deficit shall not in effect any way limit or impair its right to make a Margin Call at such any other time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date a Margin Deficit exists (such excess, a “Margin Excess”or still exists), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at Agent shall determine the Market Value of the Purchased Assets on a daily basis as determined by Agent in its good faith discretion. (i) If, as of any time date of determination, the lesser of (a) the unpaid principal balance of the Purchased Assets and (b) the aggregate outstanding amount Market Value of the Purchase Price exceeds the Asset Base in effect at such timeall related Purchased Assets subject to all Transactions, as determined on each Interim Payment Date after taking into account any Transaction being effected the cash then on deposit in the Collection Account, multiplied by the applicable Purchase Price Percentage is less than the Repurchase Price for all such date Transactions (such excess, a “Margin Deficit”), then Buyer may Agent may, by notice to the Seller require Seller to eliminate the Margin Deficit (as such requirementnotice is more particularly set forth below, a “Margin Call”), require Seller to transfer to Purchaser or its designee cash or, at Purchaser’s option (and provided Seller has additional Eligible Mortgage Loans), additional Eligible Mortgage Loans to Purchaser (“Additional Purchased Mortgage Loans”) by effecting any or all of to cure the following actions: (i) Margin Deficit. If the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to Agent delivers a Variable Funding Note (Margin Call to the extent allowed under the related Indenture Supplement) Seller on or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that prior to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only. (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. 11:00 a.m. (New York City time) on a any Business Day Day, then the Seller shall be met, and the related Margin Call satisfied, transfer cash or Additional Purchased Mortgage Loans to Purchaser or its designee no later than (i) 5:00 p.m. (New York City time) on the following same Business Day. With respect to In the event the Agent delivers a Margin Call, any notice given Call to Seller after 5:00 p.m. 11:00 a.m. (New York City time) on a any Business Day Day, Seller shall be met, and the related Margin Call satisfied, required to transfer cash or Additional Purchased Mortgage Loans no later than 5:00 (i) 12:00 p.m. (New York City time) on the second next succeeding Business Day. (2ndii) If, on any day prior to the Termination Date, if no Event of Default has occurred and is continuing, (x) the aggregate Market Value of all Purchased Assets subject to all Transactions, taking into account all cash then on deposit in the Collection Account, multiplied by the applicable Purchase Price Percentage is greater than (y) the Repurchase Price as of such date (such excess amount, a “Margin Excess”), Seller may upon at least two (2) Business Day following Days prior notice to Purchaser request Purchaser to apply and Purchaser shall apply or cause the date Bank to apply an amount necessary to reduce the Margin Excess to zero on the next Monthly Payment Date. Any Margin Excess paid by Purchaser under this provision shall be applied by Purchaser to increase the respective Purchase Price of such notice. The foregoing time requirements for satisfaction the Purchased Assets. (b) [RESERVED] (c) Any cash transferred to Purchaser or its designee pursuant to Section 5 herein shall reduce the Repurchase Price of a Margin Call are referred to as the “Margin Deadlines”. related Transactions. (d) The failure of BuyerPurchaser, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which of this Agreement is subject or limit the right of Buyer the Purchaser to do so at a later date. Seller and Buyer Purchaser each agree that a failure or delay by Buyer a Purchaser to exercise its rights hereunder shall not limit or waive BuyerPurchaser’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (ce) In For the event avoidance of doubt, it is hereby understood and agreed that Seller shall be responsible for satisfying any Margin Deficit existing as a result of any reduction of the unpaid principal balance of any Purchased Asset pursuant to any action by any bankruptcy court. (f) Notwithstanding section 7(b) above, (i) amounts due on account of a Margin Deficit exists, Buyer may retain or Margin Excess hereunder shall be netted against any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against Variation Margin as defined under the related Forward AAA Securities Purchase Agreement before Margin Deficit Call payments or payments of Margin Excess are made and (ii) may be applied by Buyer against to the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, extent that any payment amount with respect to make a Margin Call in accordance with or Margin Excess at the provisions of this Section 2.05. time due and owing is less than $100,000 (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin ExcessMinimum Transfer Amount”), then on any Purchase Date on which the party owing such Margin Excess exists, Seller may deliver a Transaction Notice amount is not required to Buyer transfer funds until such amount reaches the Minimum Transfer Amount; for avoidance of doubt all such amounts shall remain due and request Buyer to deliver additional Consideration in the amount of such Margin Excessowing.

Margin Maintenance. (a) If at any time the aggregate outstanding amount of the Purchase Price exceeds of the Note is greater than the related Asset Base in effect at such time, as determined on each Interim Payment Date after taking into account Value or the Maximum Purchase Price (any Transaction being effected on such date (such excess, a “Margin Deficit”), then Buyer may Administrative Agent may, and, at the direction of all Buyers, shall by notice to Seller require Seller to eliminate transfer to Administrative Agent cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only). (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of BuyerAdministrative Agent, on any one or more occasions, to exercise its the rights of Buyers hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer Administrative Agent to do so at a later date. Seller Seller, Buyers and Buyer Administrative Agent each agree that a failure or delay by Buyer Administrative Agent to exercise its the rights of Buyers hereunder shall not limit or waive BuyerAdministrative Agent’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at any time the aggregate outstanding amount Margin Deficit in respect of all Purchased Loans subject to Transactions (net of the Purchase Price aggregate Margin Excess applicable to all Purchased Loans subject to Transactions) exceeds the Asset Base in effect at such time$500,000, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date (such excess, a “Margin Deficit”), then Buyer may by notice to Seller require Seller to eliminate the Margin Deficit Sellers (such requirement, a “Margin Call”) by effecting any or all of require Sellers to either (at the following actions: Sellers’ election): (i) the transfer of cash to BuyerBuyer cash, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) apply any Margin Excess or (iii) repurchase the reduction Purchased Loan(s) giving rise to such Margin Deficit, or any combination of the value of the Owner Trust Certificate; providedforegoing, howeverso that following such transfer, that application or repurchase, a Margin Deficit no longer exists. Failure to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant as required by the preceding sentence prior to clause the expiration of the time period set forth in Section 5(b) below shall constitute an Event of Default and shall entitle Buyer to exercise its remedies under Section 15 of this Agreement (iincluding the liquidation remedy provided for in Section 15(iv) or (ii) onlyof this Agreement. (b) Notice delivered pursuant to Section 2.05(a) may be If any Margin Call is given by Buyer under Section 5(a) of this Agreement at or prior to the Margin Notice Deadline on any written Business Day, the Sellers shall transfer Dollars, repurchase the applicable Purchased Loan(s) or electronic means. With respect to a otherwise cure such Margin Call, any notice given before 5:00 p.m. (New York City timeDeficit as provided in Section 5(a) on a Business Day shall be met, and the related Margin Call satisfied, by no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on date that is the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Business Day on which the Margin Call are referred to is given. If any Margin Call is given by Buyer under Section 5(a) of this Agreement after the Margin Notice Deadline on any Business Day, the Sellers shall transfer Dollars, repurchase the applicable Purchased Loan(s) or otherwise cure such Margin Deficit as provided in Section 5(a) by no later than 9:30 a.m. on the “date that is the third (3rd) Business Day following the Business Day on which the Margin Deadlines”Call is given. The failure of Buyer, Buyer on any one or more occasions, occasions to exercise its rights hereunder, under Section 5(a) of this Agreement shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer or Sellers to do so at a later date. Seller Buyer and Buyer each Sellers agree that a any failure or delay by Buyer to exercise its rights hereunder under Section 5(a) of this Agreement shall not limit or waive Buyersuch party’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellersuch party. (c) In Any cash transferred to Buyer or any Margin Excess applied pursuant to Section 5(a) of this Agreement with respect to any Purchased Loan shall, in each case, be applied to reduce the event that a Repurchase Price of the Purchased Loan giving rise to the Margin Deficit until it no longer exists. (d) If any Event of Default occurs with respect to non-payment of any Price Differential, Buyer may retain any funds received by it Repurchase Price or amount required to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make satisfy a Margin Call in accordance with respect of any Transaction or any fee or other amount payable by Sellers hereunder, whether at stated maturity, upon acceleration, by mandatory prepayment or otherwise, all such outstanding amounts shall bear interest, after as well as before judgment, at a rate per annum equal to the provisions of this Section 2.05Pricing Rate plus 2.00% (the “Default Rate”). (de) If at any time the aggregate outstanding amount Margin Excess in respect of the Asset Base in effect at such time all Purchased Loans subject to Transactions exceeds the Purchase Price$500,000, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date Seller may by notice to Buyer (such excess, a “Margin ExcessExcess Notice”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request ) require Buyer to deliver additional Consideration transfer cash to Sellers in the amount of all or any portion of such Margin ExcessExcess in excess of such amount. If any Margin Excess Notice is given by a Seller at or prior to the Margin Notice Deadline on any Business Day, the Buyer shall (at the Buyer’s sole discretion) transfer Dollars to Sellers by no later than 5:00 p.m. on the date that is the second (2nd) Business Day following the Business Day on which the Margin Excess Notice is given. If any Margin Excess Notice is given by a Seller after the Margin Notice Deadline on any Business Day, the Buyer shall (at the Buyer’s sole discretion) transfer Dollars to Sellers by no later than 9:30 a.m. on the date that is the third (3rd) Business Day following the Business Day on which the Margin Excess Notice is given.

Margin Maintenance. (a) If at any time the aggregate outstanding amount Market Value of all Purchased Assets subject to all Transactions is less than the Purchase Price exceeds the Asset Base in effect at aggregate Buyer’s Margin Amount for all such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date Transactions (such excess, a “Margin Deficit”), then Buyer may by notice to Seller require Seller in such Transactions, at Buyer’s option, to eliminate transfer to Buyer cash, additional Loans or LLC Interests acceptable to Buyer in its sole discretion (“Additional Purchased Assets”), so that the cash and aggregate Market Value of the Purchased Assets, including any such Additional Purchased Assets, will thereupon equal or exceed such aggregate Buyer’s Margin Deficit Amount (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only). (b) Notice delivered required pursuant to Section 2.05(a) 6 may be given by any written or electronic meansmeans provided in Section 36 hereof. With respect to a Margin Call, any Any notice given before 5:00 1:00 p.m. (New York City time) 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) time on the following next succeeding Business Day. With respect to a Margin Call, any ; notice given after 5:00 1:00 p.m. (New York City time) time on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 2:00 p.m. (New York City time) time on the second (2nd) succeeding Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”Day. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) a. If at any time the Margin Base is less than the aggregate outstanding amount of the Purchase Price exceeds the Asset Base in effect at such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date for all outstanding Transactions (such excessdeficiency, a “"Margin Deficit”"), then Buyer may by notice to any Seller require Seller to eliminate transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a “"Margin Call”") by effecting any or all so that the Margin Base of the following actions: (i) Purchased Mortgage Loans will thereupon equal or exceed the transfer of aggregate Purchase Price for all outstanding Transactions. Any cash transferred by the Seller to Buyer, (ii) Buyer to satisfy a Margin Call shall be applied to reduce the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) onlyRepurchase Price. (b) b. Notice delivered pursuant to Section 2.05(a6(a) hereof may be given by any written or electronic means. With respect to a Margin Call, any Any notice given before 5:00 p.m. (10:00 a.m. New York City time) 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) time on the following such Business Day. With respect to a Margin Call, any ; notice given after 5:00 p.m. (10:00 a.m. New York City time) 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) time on the second (2nd) following Business Day following (the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “"Margin Deadlines”"). The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. The Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s 's rights under this Agreement or otherwise existing by law or in any way create additional rights for the Seller. c. On any day on which the Margin Base exceeds the aggregate Purchase Price of all Transactions, so long as no Default or Event of Default has occurred and is continuing: (c1) Seller may prepare a Request for Additional Transactions for Excess Margin in the form of Exhibit O attached hereto ("Request for Additional Transactions for Excess Margin"), specifying (i) the Margin Base with respect to such Mortgage Loans sold hereunder before giving effect to the requested Transaction, (ii) the aggregate outstanding Purchase Price of the Transactions prior to giving effect to the requested Transaction, and (iii) a certification that, upon the consummation of the additional Transactions, the Margin Base will be equal to or greater than the aggregate outstanding Purchase Price of all outstanding Transactions, and the excess of the Margin Base over the aggregate outstanding Purchase Price, after giving effect to the Transaction, shall be the "Excess Margin". (2) Seller shall transmit via electronic transmission the Request for Additional Transactions for Excess Margin to Buyer prior to 12:00 noon, New York City time, on the requested Purchase Date. Upon confirming that the Request for Additional Transactions for Excess Margin correctly reflects the information set forth in Section 6(c)(1) hereof and that, after giving effect to the requested Transaction, the amount of the Margin Base would be equal to or greater than the aggregate outstanding Purchase Price of all Transactions, Buyer shall remit the additional Purchase Price in the amount set forth in such Request for Additional Transactions for Excess Margin and send a revised Confirmation with respect to such Purchased Mortgage Loans. In the event that a Buyer's assessment of the Margin Deficit existsBase would alter the information set forth in any Request for Additional Transactions for Excess Margin, Buyer may retain any funds received by it shall promptly notify Seller in writing of such assessment. (3) Buyer shall not be obligated to remit the additional Purchase Price requested pursuant to a Request for Additional Transactions for Excess Margin which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against reasonably determines is based on erroneous information or would result in a Transaction other than in accordance with the related Margin Deficit terms of this Agreement, or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions does not reflect Buyer's current determination of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, Market Value as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration provided in the amount of such Margin Excessdefinition thereof.

Margin Maintenance. (a) a. If at any time either (i) the aggregate outstanding Market Value of all Purchased Assets subject to all Transactions is less than the aggregate Buyer's MV Margin Amount for all such Transactions or (ii) the aggregate unpaid principal amount of the Purchase Price exceeds the Asset Base in effect at such time, as determined on for all Purchased Assets is less than Buyer's Par Margin Amount for all Transactions (each Interim Payment Date after taking into account any Transaction being effected on such date (such excess, a “"Margin Deficit”"), then Buyer may by notice to Seller require Seller in such Transactions to eliminate the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, either cash or additional Eligible Assets acceptable to Buyer in its sole discretion (ii"Additional Purchased Assets"), so that either (a) the application of an Additional Note Payment with respect to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) above, the cash and aggregate Market Value of the Purchased Assets, including any such Additional Purchased Assets, will thereupon equal or exceed such aggregate Buyer's MV Margin Amount, or (b) with respect to any Margin Deficit pursuant to clause (ii) onlyabove, the cash and aggregate unpaid principal balance of the Purchased Assets, including any such Additional Purchased Assets, will thereupon equal or exceed such Buyer's Par Margin Amount (either such requirement, a "Margin Call"). (b) b. Notice delivered required pursuant to Section 2.05(a6(a) may be given by any written or electronic meansmeans provided in Section 35 hereof. With respect to a Margin Call, any Any notice given before 5:00 p.m. (11:00 a.m. New York, New York City time) time on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York, New York City time) time on the following such Business Day. With respect to a Margin Call, any ; notice given after 5:00 p.m. (11:00 a.m. New York, New York City time) time on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York, New York City time) time on the second (2nd) following Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”Day. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller Seller, each Guarantor and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s 's rights under this Agreement or otherwise existing by law or in any way create additional rights for SellerSeller or any Guarantor. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at any time the aggregate outstanding amount of the Purchase Price with respect to any Participation Certificate exceeds the Asset Base with respect to such Participation Certificate in effect at such time, as determined on each Interim Payment Date (or, on a daily basis, in the event of the delivery of Pledged Eligible Securities) after taking into account any Transaction being effected on such date (such excess, a “Margin Deficit”), then Buyer may may, by notice to Seller Seller, require Seller to eliminate the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyermaking a Margin Call Payment, or (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) if there is no Borrowing Base Deficiency at such time, the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only. (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. .” The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.the

Margin Maintenance. (a) If at Agent shall determine the Market Value of the Purchased Assets on a daily basis as determined by Agent in its sole good faith discretion. (b) If, as of any time date of determination, the product of (i) the lesser of (x) 98% of the unpaid principal balance as of such date of all Purchased Assets then subject to all Transactions and (y) the aggregate outstanding amount Market Value of the Purchase Price exceeds the Asset Base in effect at such timeall Purchased Assets then subject to all Transactions, as determined on each Interim Payment Date after taking into account any Transaction being effected the cash then on deposit in the Collection Account, multiplied by (ii) the applicable Purchase Price Percentage is less than the Repurchase Price (less the related Price Differential) for all such date Transactions (such excess, a “Margin Deficit”), then Buyer may Agent may, by notice to the Seller require Seller to eliminate the Margin Deficit (as such requirementnotice is more particularly set forth below, a “Margin Call”), require Seller to transfer to Purchaser or its designee cash or, at Purchaser's option (and provided Seller has additional Eligible Mortgage Loans), additional Eligible Mortgage Loans to Purchaser (“Additional Purchased Mortgage Loans”) by effecting any or all of to cure the following actions: (i) Margin Deficit. If the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to Agent delivers a Variable Funding Note (Margin Call to the extent allowed under the related Indenture Supplement) Seller on or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that prior to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only. (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. 11:00 a.m. (New York City time) on a any Business Day Day, then the Seller shall be met, and the related Margin Call satisfied, transfer cash or Additional Purchased Mortgage Loans to Purchaser or its designee no later than (i) 5:00 p.m. (New York City time) on the following same Business Day. With respect to In the event the Agent delivers a Margin Call, any notice given Call to Seller after 5:00 p.m. 11:00 a.m. (New York City time) on a any Business Day Day, Seller shall be met, and the related Margin Call satisfied, required to transfer cash or Additional Purchased Mortgage Loans no later than 5:00 (i) 12:00 p.m. (New York City time) on the second next succeeding Business Day. (2ndc) Business Day following Any cash transferred to Purchaser or its designee pursuant to Section 16(f)(ii) herein shall reduce the date Repurchase Price of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. related Transactions. (d) The failure of BuyerPurchaser, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which of this Agreement is subject or limit the right of Buyer the Purchaser to do so at a later date. Seller and Buyer Purchaser each agree that a failure or delay by Buyer a Purchaser to exercise its rights hereunder shall not limit or waive Buyer’s Purchaser's rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (ce) In For the event avoidance of doubt, it is hereby understood and agreed that a Seller shall be responsible for satisfying any Margin Deficit exists, Buyer may retain existing as a result of any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount cram down of the unpaid principal balance of any Purchased Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account pursuant to any Transaction being effecting on such date (such excess, a “Margin Excess”), then on action by any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excessbankruptcy court.

Margin Maintenance. (a) If at any time the aggregate outstanding amount of the Purchase Price exceeds of the Note is greater than the Asset Base in effect at such time, as determined on each Interim Payment Date after taking into account any Value or the Maximum Purchase Price for the related Transaction being effected on such date (such excess, a “Margin Deficit”), then Buyer may Administrative Agent may, and, at the direction of all Buyers, shall, by notice to Seller Sellers require Seller Sellers to eliminate transfer to Administrative Agent cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only). (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of BuyerAdministrative Agent, on any one or more occasions, to exercise its the rights of Buyers hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer Administrative Agent to do so at a later date. Seller Each of the Sellers, each of the Buyers, and Buyer the Administrative Agent each agree that a failure or delay by Buyer Administrative Agent to exercise its the rights of Buyers hereunder shall not limit or waive BuyerAdministrative Agent’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellerthe Sellers. (c) In the event that a Margin Deficit exists, Buyer Administrative Agent may retain any funds received by it to which Seller the Sellers would otherwise be entitled hereunder, which funds (i) may be held by Buyer Administrative Agent against the related Margin Deficit or (ii) may be applied by Buyer Administrative Agent against the Purchase Price. Notwithstanding the foregoing, Buyer Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount Asset Value of the Purchased Mortgage Loans subject to Transactions is less than the then outstanding Purchase Price exceeds the Asset Base in effect at such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date for all Transactions (such excess, a “Margin Deficit”), then Buyer the Administrative Agent may by notice to Seller Sellers require Seller Sellers to eliminate transfer to Administrative Agent cash in an amount equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only). (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any b. Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. Day (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 second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of BuyerAdministrative Agent, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer Administrative Agent to do so at a later date. Seller Sellers, Administrative Agent and Buyer Buyers each agree that a failure or delay by Buyer Administrative Agent to exercise its rights hereunder shall not limit or waive BuyerAdministrative Agent’s rights under this Agreement or otherwise existing by law or in any way create additional rights for SellerSellers. (c) c. In the event that a Margin Deficit existsexists with respect to any Purchased Mortgage Loan, Buyer the Administrative Agent may retain any funds received by it to which Seller the Sellers would otherwise be entitled hereunderhereunder up to an amount not to exceed the Margin Deficit and upon providing notice to the Sellers, which funds (i) may shall be held by Buyer Administrative Agent against the related Margin Deficit or and (ii) may be applied by Buyer Administrative Agent against any Purchased Mortgage Loan for which the Purchase Pricerelated Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Buyer the Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056 to the extent that Administrative Agent has not exercised its rights under this subsection (c). The Administrative Agent shall exercise its rights under this Section 6 at the direction of any Buyer. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at any time the aggregate outstanding amount Market Value of all Purchased Loans subject to all Transactions is less than the Purchase Price exceeds the Asset Base in effect at aggregate MV Margin Amount for all such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date Transactions (such excessevent, a “Margin Deficit”), then Buyer may may, by notice to Seller Seller, require Seller in such Transactions to eliminate transfer to Buyer cash or, at Buyer’s option (and provided Seller has additional Eligible Loans), additional Eligible Loans (“Additional Purchased Loans”) on a servicing released basis within one (1) Business Day of such notice by Buyer, so that the cash and aggregate Market Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon equal or exceed such aggregate MV Margin Deficit Amount (such either requirement, a “Margin Call”) by effecting any or all of ); provided that if Seller transfers cash, Buyer shall deposit such cash into a non-interest bearing account until the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) onlynext succeeding Repurchase Date. (b) Notice delivered required pursuant to Section 2.05(a6(a) may be given by any written or electronic meansmeans provided in Section 21 hereof. With respect to a Margin Call, any Any notice given before 5:00 p.m. on a Business Day at or prior to 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 same Business Day. With respect to a Margin Call, any Any notice given after 5:00 p.m. on a Business Day following 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 1:00 p.m. (New York City time) on the second (2nd) following Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”Day. The failure of Buyer, on 30 any one or more occasions, to exercise its rights hereunderunder this Section 6, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) a. Administrative Agent shall determine the Market Value of any applicable Purchased Asset on any date. b. If at any time the sum of (i) the aggregate outstanding amount Asset Value of all of the Purchased Assets subject to Transactions and (ii) the Hedge Value, if any, is less than the aggregate Purchase Price exceeds the for then outstanding Transactions (an “Asset Base in effect at such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date (such excess, a “Value Margin Deficit”), then Buyer then, if such Asset Value Margin Deficit (combined with any Concentration Limit Margin Deficit) is greater than the Permitted Amount, Administrative Agent may by notice to Seller require Seller to eliminate transfer to Administrative Agent for the benefit of Buyers cash in an amount at least equal to the Asset Value Margin Deficit (such requirement, a an “Asset Value Margin Call”) and Administrative Agent shall apply such cash to the outstanding Purchase Price of such Purchased Asset giving rise to such Asset Value Margin Call. c. If at any time after the then applicable Concentration Limit Trigger Date, a Concentration Limit Margin Deficit occurs, then, if such Concentration Limit Margin Deficit (combined with any Asset Value Margin Deficit) is greater than the Permitted Amount, Administrative Agent may by effecting any or notice to Seller require Seller to transfer to Administrative Agent for the benefit of Buyers cash in an amount at least equal to the Concentration Limit Margin Deficit (a “Concentration Limit Margin Call”) and Administrative Agent shall apply such cash to the outstanding Purchase Price of all Purchased Assets on a weighted average, pro rata, basis in the category of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, Purchased Assets that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) onlyexceeded its respective Concentration Limit. (b) d. Notice delivered pursuant to Section 2.05(aSections 6(b) or 6(c) may be given by any written or electronic means. With respect to a Margin Call, any Any notice given before 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. Day (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 second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of BuyerAdministrative Agent, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer Administrative Agent to do so at a later date, so long as the related Asset Value Margin Deficit or Concentration Limit Margin Deficit is then continuing. Seller and Buyer Administrative Agent each agree that a failure or delay by Buyer Administrative Agent to exercise its rights hereunder shall not limit or waive BuyerAdministrative Agent’s or Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller, so long as the related Asset Value Margin Deficit or Concentration Limit Margin Deficit is then continuing. (c) e. In the event that a Margin Deficit existsexists with respect to any Purchased Asset, Buyer Administrative Agent may retain any funds received by it to which the Seller (or in the case of any Pledged Hedge, Pledgor) would otherwise be entitled hereunderhereunder (or under any other Program Agreements), which funds (i) may shall be held by Buyer Administrative Agent against the related Margin Deficit or (until such time as such Margin Deficit shall no longer exist) and (ii) may be applied by Buyer Administrative Agent against the Purchase PricePrice of any Purchased Asset for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Buyer Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount of the Purchase Price exceeds of any Purchased Mortgage Loan subject to a Transaction is greater than the Asset Base in effect at Value of such time, as determined on each Interim Payment Date after taking into account any Purchased Mortgage Loan subject to a Transaction being effected on such date (such excess, a “Margin Deficit”), then Buyer Administrative Agent may by notice to Seller require Seller to eliminate transfer to Administrative Agent for the benefit of Buyers cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only). (b) b. Notice delivered pursuant to Section 2.05(a6(a) above may be given by any written or electronic means. With respect to a Margin Call, any Any notice given before 5:00 1:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following such Business Day. With respect to a Margin Call, any ; notice given after 5:00 1:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 1:00 p.m. (New York City time) on the second (2nd) following Business Day following (the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of BuyerAdministrative Agent, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer Administrative Agent to do so at a later date. Seller and Buyer Administrative Agent each agree that a failure or delay by Buyer Administrative Agent to exercise its rights hereunder shall not limit or waive BuyerAdministrative Agent’s or Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) c. In the event that a Margin Deficit existsexists with respect to any Purchased Mortgage Loan, Buyer Administrative Agent may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer Administrative Agent against the related Margin Deficit or and (ii) may be applied by Buyer Administrative Agent against the Purchase PriceRepurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Buyer the Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056. (d) d. If at any time the aggregate outstanding amount Asset Value (assuming for purposes of this subsection that Asset Value does not exceed the unpaid principal balance of the Asset Base in effect at such time exceeds related Purchased Mortgage Loan) of any Purchased Mortgage Loan subject to a Transaction hereunder as of any date of determination is greater than the Purchase Price, as determined on each Interim Payment Date after taking into account any Price (assuming for purposes of this subsection that Purchase Price does not exceed the unpaid principal balance of the related Purchased Mortgage Loan) for such Purchased Mortgage Loan for a Transaction being effecting on such date (such excess, a “Margin Excess”), then Seller may, by delivery of written notice to Administrative Agent by 10:00 a.m. (New York Time) on any Business Day (an “Excess Margin Notice”), request that Administrative Agent reallocate the Purchase Date on which Price of Purchased Mortgage Loans with such Margin Excess existsin order to facilitate the release of other Purchased Mortgage Loans which, Seller may deliver following such reallocation, will have a Transaction Notice Purchase Price of zero. Administrative Agent shall not be obligated to Buyer remit Margin Excess or release Purchased Mortgage Loans pursuant to above to the extent (A) it would cause the outstanding Purchase Price to exceed the Maximum Aggregate Purchase Price; (B) a Default or Event of Default has occurred and request Buyer to deliver additional Consideration is continuing or would exist after such action by Administrative Agent; (C) such action would be inconsistent with Administrative Agent’s determination of Asset Value in the amount of accordance with this Agreement; or (D) such action would cause a Margin ExcessDeficit.

Margin Maintenance. (a) If at any time the aggregate outstanding amount of the Purchase Price exceeds of the Note is greater than the Asset Base in effect at such time, as determined on each Interim Payment Date after taking into account any Value for the related Transaction being effected on such date (such excess, a “Margin Deficit”), then Buyer may by notice to Seller require Seller to eliminate transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only). (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given on or after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at any time the aggregate outstanding amount Market Value of all Purchased Loans subject to all Transactions is less than the Purchase Price exceeds the Asset Base in effect at aggregate MV Margin Amount for all such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date Transactions (such excessevent, a “Margin Deficit”), then Buyer may may, by notice to Seller Seller, require Seller in such Transactions to eliminate transfer to Buyer cash or, at Buyer’s option (and provided Seller has additional Eligible Loans), additional Eligible Loans (“Additional Purchased Loans”) on a servicing released basis within one (1) Business Day of such notice by Buyer, so that the cash and aggregate Market Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon equal or exceed such aggregate MV Margin Deficit Amount (such either requirement, a “Margin Call”) by effecting any or all of ); provided that if Seller transfers cash, Buyer shall deposit such cash into a non-interest bearing account until the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) onlynext succeeding Repurchase Date. (b) Notice delivered required pursuant to Section 2.05(a6(a) may be given by any written or electronic meansmeans provided in Section 21 hereof. With respect to a Margin Call, any Any notice given before 5:00 p.m. on a Business Day at or prior to 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 same Business Day. With respect to a Margin Call, any Any notice given after 5:00 p.m. on a Business Day following 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 1:00 p.m. (New York City time) on the second (2nd) following Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”Day. The failure of Buyer, on any one or more occasions, to exercise its rights hereunderunder this Section 6, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount Market Value of the Purchase Price exceeds the Asset Base in effect at such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date Purchased Mortgage Loans subject to Transactions is less than Buyer’s Margin Amount for all Transactions (such excess, a “Margin Deficit”), then Buyer may by notice to any Seller require Seller Sellers to eliminate transfer to Buyer cash or Additional Purchased Mortgage Loans, approved by Buyer in its sole discretion, in all cases, in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only). (b) b. Notice delivered pursuant to Section 2.05(a6(a) may be given by any written or electronic means. With respect to a Margin Call, any Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. Day (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 second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for SellerSellers. (c) c. In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller the Sellers would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer against the related Margin Deficit or and (ii) may be applied by Buyer against any Purchased Mortgage Loan for which the Purchase Pricerelated Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount of the Purchase Price exceeds of any Purchased Mortgage Loan subject to a Transaction is greater than the Asset Base in effect at Value of such time, as determined on each Interim Payment Date after taking into account any Purchased Mortgage Loan subject to a Transaction being effected on such date (such excess, a “Margin Deficit”), then Buyer Administrative Agent may by notice to Seller require Seller to eliminate transfer to Administrative Agent for the benefit of Buyers cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only). (b) b. Notice delivered pursuant to Section 2.05(a6.a) above may be given by any written or electronic means. With respect to a Margin Call, any Any notice given before 5:00 1:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following such Business Day. With respect to a Margin Call, any ; notice given after 5:00 1:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 1:00 p.m. (New York City time) on the second (2nd) following Business Day following (the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of BuyerAdministrative Agent, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer Administrative Agent to do so at a later date. Seller and Buyer Administrative Agent each agree that a failure or delay by Buyer Administrative Agent to exercise its rights hereunder shall not limit or waive BuyerAdministrative Agent’s or Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) c. In the event that a Margin Deficit existsexists with respect to any Purchased Mortgage Loan, Buyer Administrative Agent may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer Administrative Agent on behalf of the Buyers against the related Margin Deficit or and (ii) may be applied by Buyer Administrative Agent against the Purchase PriceRepurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Buyer the Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056. (d) d. If at any time the aggregate outstanding amount Asset Value (assuming for purposes of this subsection that Asset Value does not exceed the unpaid principal balance of the Asset Base in effect at such time exceeds related Purchased Mortgage Loan) of any Purchased Mortgage Loan subject to a Transaction hereunder as of any date of determination is greater than the Purchase Price, as determined on each Interim Payment Date after taking into account any Price (assuming for purposes of this subsection that Purchase Price does not exceed the unpaid principal balance of the related Purchased Mortgage Loan) for such Purchased Mortgage Loan for a Transaction being effecting on such date (such excess, a “Margin Excess”), then Seller may, by delivery of written notice to Administrative Agent by 10:00 a.m. (New York Time) on any Business Day (an “Excess Margin Notice”), request that Administrative Agent reallocate the Purchase Date on which Price of Purchased Mortgage Loans with such Margin Excess existsin order to facilitate the release of other Purchased Mortgage Loans which, Seller may deliver following such reallocation, will have a Transaction Notice Purchase Price of zero. Administrative Agent shall not be obligated to Buyer remit Margin Excess or release Purchased Mortgage Loans pursuant to the above to the extent (A) it would cause the outstanding Purchase Price to exceed the Maximum Committed Purchase Price; (B) a Default or Event of Default has occurred and request Buyer to deliver additional Consideration is continuing or would exist after such action by Administrative Agent; (C) such action would be inconsistent with Administrative Agent’s determination of Asset Value in the amount of accordance with this Agreement; or (D) such action would cause a Margin ExcessDeficit.

Margin Maintenance. (a) a. If at any time either (i) the aggregate outstanding amount Market Value of all Purchased Assets subject to all Transactions is less than the Purchase Price exceeds aggregate Buyer's MV Margin Amount for all such Transactions or (ii) the Asset Base in effect at aggregate Market Value for all Purchased Assets subject to all Transactions is less than Buyer's Par Margin Amount for all such time, as determined on Transactions (each Interim Payment Date after taking into account any Transaction being effected on such date (such excess, a “"Margin Deficit”"), then Buyer may by notice to Seller the Sellers require Seller the Sellers in such Transactions to eliminate the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, either cash or additional Eligible Loans acceptable to Buyer in its sole discretion (ii"Additional Purchased Assets"), so that either (a) the application of an Additional Note Payment with respect to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) above, the cash and aggregate Market Value of the Purchased Assets, including any such Additional Purchased Assets, will thereupon equal or exceed such aggregate Buyer's MV Margin Amount, or (b) with respect to any Margin Deficit pursuant to clause (ii) onlyabove, the cash and aggregate unpaid principal balance of the Purchased Assets, including any such Additional Purchased Assets, will thereupon equal or exceed such Buyer's Par Margin Amount (either such requirement, a "Margin Call"). (b) b. Notice delivered required pursuant to Section 2.05(a6(a) may be given by any written or electronic meansmeans provided in Section 35 hereof. With respect to a Margin Call, any Any notice given received before 5:00 p.m. (11:00 a.m. New York City time) 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) time on the following such Business Day. With respect to a Margin Call, any ; notice given received after 5:00 p.m. (11:00 a.m. New York City time) 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) time on the second (2nd) following Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”Day. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller Sellers, each Guarantor and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s 's rights under this Agreement or otherwise existing by law or in any way create additional rights for SellerSellers or any Guarantor. (c) In c. If the event that Sellers fail to satisfy a Margin Deficit existsin accordance with Section 6(a) and Section 6(b) hereof, then Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the rightmay, in its sole discretion, to make satisfy a Margin Call in accordance with Deficit, by netting the provisions of this Section 2.05. (d) If at purchase price under any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in Existing Agreement by the amount of such Margin ExcessDeficit. Upon such netting, the purchase price under such Existing Agreement shall be increased on a dollar for dollar basis by the amount of such Margin Deficit regardless of whether the maximum aggregate purchase price had already been reached under any such Existing Agreement.

Margin Maintenance. (a) If at any time (A) either (i) the aggregate outstanding amount Market Value of all Purchased Assets subject to all Transactions is less than the aggregate MV Margin Amount for all such Transactions, or (ii) the aggregate unpaid principal balance of the Purchase Price exceeds Purchased Assets subject to all Transactions is less than the Asset Base in effect at aggregate Par Margin Amount for all such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on Transactions (either such date (such excessevent, a “Margin Deficit”), and (B) such Margin Deficit equals or exceeds the Margin Threshold on an aggregate basis, then Buyer may may, by written notice to Seller Sellers, require Seller Sellers in such Transactions to eliminate transfer to Buyer cash within the time period specified in Section 6(c) below, so that both (A) the cash and aggregate Market Value of the Purchased Assets will thereupon equal or exceed such aggregate MV Margin Deficit Amount and (B) the cash and aggregate unpaid principal balance of such Purchased Assets, will thereupon equal or exceed such aggregate Par Margin Amount (either such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only). (b) [***] (c) Notice delivered required pursuant to Section 2.05(a6(a) may be given by any written or electronic meansmeans provided in Section 21 hereof. With respect to a Margin Call, any Any notice given before 5:00 p.m. on a Business Day on or prior to 9:30 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. Any notice given on a Business Day following 9:30 a.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunderunder this Section 6, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase PriceSellers. Notwithstanding anything contained herein to the foregoing, contrary Buyer retains the right, in its sole discretion, shall have no obligation to make enter into any Transaction at any time a Margin Call in accordance with the provisions of this Section 2.05. is outstanding and has not been cured by Sellers (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after not taking into account the period provided in this subsection (b) for Seller to satisfy any Transaction being effecting on such date (such excess, a “Margin Excess”Call), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at Agent shall determine the Market Value of the Purchased Assets on a daily basis as determined by Agent in its sole good faith discretion. (b) If, as of any time date of determination, the product of (i) the lesser of (x) 100% of the unpaid principal balance as of such date of all Purchased Assets then subject to all Transactions and (y) the aggregate outstanding amount Market Value of the Purchase Price exceeds the Asset Base in effect at such timeall Purchased Assets then subject to all Transactions, as determined on each Interim Payment Date after taking into account any Transaction being effected the cash then on deposit in the Collection Accounts, multiplied by (ii) the applicable Purchase Price Percentage is less than the Repurchase Price (less the related Price Differential) for all such date Transactions (such excess, a “Margin Deficit”), then Buyer may Agent may, by notice to the Seller require Seller to eliminate the Margin Deficit (as such requirementnotice is more particularly set forth below, a “Margin Call”) by effecting any or all of the following actions: (i) the ), require Seller to transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under related Purchaser or the related Indenture Supplement) or Purchaser’s designee cash or, at the related Purchaser’s option (iii) the reduction of the value of the Owner Trust Certificate; providedand provided Seller has additional Eligible Mortgage Loans), however, that additional Eligible Mortgage Loans to the extent that there is a Borrowing Base Deficiency, Seller must related Purchaser (“Additional Purchased Mortgage Loans”) to cure any the Margin Deficit pursuant to clause (i) or (ii) only. (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic meansDeficit. With respect to If the Agent delivers a Margin Call, any notice given before 5:00 p.m. Call to the Seller on or prior to 11:00 a.m. (New York City time) on a any Business Day Day, then the Seller shall be met, and transfer cash or Additional Purchased Mortgage Loans to the related Margin Call satisfied, Purchaser or its designee no later than (i) 5:00 p.m. (New York City time) on the following same Business Day. With respect to In the event the Agent delivers a Margin Call, any notice given Call to Seller after 5:00 p.m. 11:00 a.m. (New York City time) on a any Business Day Day, Seller shall be met, and the related Margin Call satisfied, required to transfer cash or Additional Purchased Mortgage Loans no later than 5:00 (i) 12:00 p.m. (New York City time) on the second next succeeding Business Day. (2ndc) Business Day following Any cash transferred to the date related Purchaser or its designee pursuant to Section 16(f)(ii) herein shall reduce the Repurchase Price of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. related Transactions. (d) The failure of BuyerPurchasers, on any one or more occasions, to exercise its their rights hereunder, shall not change or alter the terms and conditions to which of this Agreement is subject or limit the right of Buyer the Purchasers to do so at a later date. Seller and Buyer Purchasers each agree that a failure or delay by Buyer a Purchaser to exercise its rights hereunder shall not limit or waive Buyerthe related Purchaser’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (ce) In For the event avoidance of doubt, it is hereby understood and agreed that a Seller shall be responsible for satisfying any Margin Deficit exists, Buyer may retain existing as a result of any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount cram down of the unpaid principal balance of any Purchased Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account pursuant to any Transaction being effecting on such date (such excess, a “Margin Excess”), then on action by any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excessbankruptcy court.

Margin Maintenance. (a) Purchaser may, at its option in its sole and absolute discretion, re-determine the Market Value for any Purchased Asset in accordance with the definition of Market Value. If at there exists a Margin Deficit with respect to any time the aggregate outstanding amount of the Purchase Price exceeds the Asset Base in effect at such timePurchased Asset, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date (such excessPurchaser may, a “Margin Deficit”), then Buyer may by notice to Seller require Seller to eliminate substantially in the Margin Deficit form of Exhibit VIII hereto (such requirement, a “Margin Call”) by effecting any or all ), require Seller to make a cash payment in reduction of the following actions: (i) the transfer Repurchase Price of cash to Buyersuch Purchased Asset or, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) approved by Purchaser in its sole and absolute discretion, to deliver other assets to Purchaser so that after giving effect to such payment or (iii) the reduction of the value of the Owner Trust Certificate; provideddelivery, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any no Margin Deficit pursuant shall exist with respect to clause (i) or (ii) onlysuch Purchased Asset. (b) Notice delivered pursuant to Section 2.05(a) may be If a Margin Call is given by Purchaser under Article 4(a) on any written Business Day at or electronic means. With respect prior to a Margin Call, any notice given before 5:00 p.m. 12:00 noon (New York City time) on a Business Day ), Seller shall be met, and cure the related Margin Call satisfied, Deficit (which may be by repurchasing the related Purchased Asset in accordance with Article 3(d)) as provided in Article 4(a) by no later than 5:00 p.m. (New York City time) on the next Business Day. For the avoidance of doubt, if a Margin Call is given by Purchaser under Article 4(a) on any Business Day after the time set forth above, such Margin Call shall be considered given prior to such time on the immediately following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. . (New York City timec) 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 second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyeror delay by Purchaser, on any one or more occasions, to exercise its rights hereunder, under this Article 4 shall not change or alter the terms and conditions to which this Agreement is subject or limit or waive the right of Buyer Purchaser to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law date or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount of the Purchase Price exceeds of any Purchased Certificate or Contributed Asset subject to a Transaction is greater than the Asset Base in effect at Value of such time, as determined on each Interim Payment Date after taking into account any Purchased Certificate or Contributed Asset subject to a Transaction being effected on such date (such excess, a “Margin Deficit”)) and such Margin Deficit is greater than the Margin Threshold, then Buyer may by notice to any Seller require such Seller to eliminate transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all ), such amount to be applied to reduce the Purchase Price of the following actions: (i) the transfer of cash to Buyeraffected Contributed Asset, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) onlyas applicable. (b) b. Notice delivered pursuant to Section 2.05(a) 6.a above may be given by any written or electronic means. With respect to a Margin Call, any Any notice given before 5:00 p.m. 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following such Business Day. With respect to a Margin Call, any ; notice given after 5:00 p.m. 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 2:00 p.m. (New York City time) on the second (2nd) following Business Day following (the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for each Seller. (c) c. In the event that a Margin Deficit existsexists with respect to any Purchased Certificate or Contributed Asset, Buyer may retain any funds received by it to which each Seller would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer against the related Margin Deficit or and (ii) may be applied by Buyer against the Purchase PricePrice of any Purchased Certificate or Contributed Asset for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at any time the aggregate outstanding amount Market Value of all Purchased Mortgage Loans subject to all Transactions hereunder is less than the Purchase Price exceeds the Asset Base in effect at aggregate Buyer’s Margin Amount for all such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date Transactions (such excess, a “Margin Deficit”), then Buyer may by notice to Seller require Seller in such Transactions, at Buyer’s option, to eliminate transfer to Buyer cash or additional Mortgage Loans reasonably acceptable to Buyer (“Additional Purchased Mortgage Loans”), so that the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all cash and aggregate Market Value of the following actions: (i) the transfer of cash to Purchased Mortgage Loans, including any such Additional Purchased Mortgage Loans, will thereupon equal or exceed such aggregate Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate’s Margin Amount; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) onlyno Additional Purchased Mortgage Loans may be Wet Mortgage Loans. (b) Notice delivered pursuant If the notice to Section 2.05(a) may be given by any written Buyer to Seller under subparagraph (a) above is given at or electronic means. With respect prior to 10:00 a.m. New York city time on a Margin CallBusiness Day, any Seller shall transfer cash or Additional Purchased Mortgage Loans to Buyer prior to the close of business in New York City on the date of such notice, and if such notice is given before 5:00 p.m. (after 10:00 a.m. New York City time) on a Business Day , Seller shall be met, and transfer cash or Additional Purchased Mortgage Loans prior to the related Margin Call satisfied, no later than 5:00 p.m. (close of business in New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it Any cash transferred pursuant to which Seller would otherwise be entitled hereunder, which funds (i) may this Paragraph shall be held by Buyer against as though it were Additional Purchased Mortgage Loans and, unless Buyer shall otherwise consent, shall not reduce the Repurchase Price of the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05Transaction. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount of the Purchase Price exceeds of any Purchased Mortgage Loan subject to a Transaction is greater than the Asset Base in effect at Value of such time, as determined on each Interim Payment Date after taking into account any Purchased Mortgage Loan subject to a Transaction being effected on such date (such excess, a “Margin Deficit”), then Buyer Administrative Agent may by notice to Seller require Seller to eliminate transfer to Administrative Agent for the benefit of Buyers cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only). (b) b. Notice delivered pursuant to Section 2.05(a6(a) may be given by any written or electronic means. With respect to a all Margin CallCalls, any notice given before 1:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 1:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. Day (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 second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of BuyerAdministrative Agent, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer Administrative Agent to do so at a later date. Seller and Buyer Administrative Agent each agree that a failure or delay by Buyer Administrative Agent to exercise its rights hereunder shall not limit or waive BuyerAdministrative Agent’s or Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) c. In the event that a Margin Deficit existsexists with respect to any Purchased Mortgage Loan, Buyer Administrative Agent may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer Administrative Agent against the related Margin Deficit or and (ii) may be applied by Buyer Administrative Agent against the Purchase PriceRepurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Buyer the Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) a. If at on any time Asset Value Determination Date, the aggregate outstanding amount Asset Value of any Purchased Asset or Contributed Crop Loan is less than the Purchase Price exceeds the for such Purchased Asset Base in effect at such timeor Contributed Crop Loan, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date applicable (such excess, a “Margin Deficit”), then then, Buyer may by notice to Seller require Seller to eliminate transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only). (b) Notice delivered pursuant to Section 2.05(a) b. A Margin Call may be given by any written or electronic means. With respect to a Any Margin Call, any notice given Call received by Seller before 5:00 p.m. [***] (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. [***] (New York City time) on the following Business Dayapplicable Margin Deadline. With respect to a A Margin Call, any notice given Call received by Seller after 5:00 p.m. [***] (New York City time) on a Business Day or a date that is not a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) deemed to be received on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”[***]. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller Parties and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for SellerSeller Parties. (c) c. In the event that a Margin Deficit existsexists with respect to any Purchased Asset or Contributed Crop Loan, Buyer may retain any funds received by it to which the Seller Parties would otherwise be entitled hereunderhereunder (which for the avoidance of doubt shall not include amounts due, owing and payable to the Master Servicer, Trustee, the Certificate Registrar and the Custodian pursuant to Section 8 hereof and subject to the limitations set forth therein), which funds (i) may shall be held by Buyer against the related Margin Deficit or and (ii) may be applied by Buyer against the Purchase PricePrice (or Purchase Price Increase) of any Purchased Asset for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. For purposes of this Annex I.A., each of (x) Paragraph 7(b) of Annex I to the Agreement and (y) Paragraph 4 of the Agreement are hereby amended by deleting such Paragraphs in their entirety and replacing them with the following: (a) If at any time Calculation Agent shall determine the aggregate outstanding amount Market Value of the Purchase Price exceeds Purchased Securities or Participated Assets on a daily basis as determined by the Calculation Agent in its sole good faith discretion, including the right to determine that the Market Value with respect to one or more of the Participated Assets may be zero. After making that determination, Calculation Agent may determine the Asset Base in effect at of any Underlying Asset on such timeday. (b) If, as determined on each Interim Payment Date after taking into account of any Transaction being effected on such date of determination, the Calculation Agent determines that the aggregate Asset Base of all Purchased Securities is less than the aggregate Outstanding Purchase Price of all Purchased Securities then subject to Transactions (such excessoccurrence, a “Margin Deficit”), and such Margin Deficit exceeds the Minimum Transfer Amount, then Buyer may Calculation Agent may, by notice to the Seller require Seller to eliminate the Margin Deficit (as such requirementnotice is more particularly set forth below, a “Margin Call”) by effecting any or all of the following actions: (i) the ), require Seller to transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under Buyer or the related Indenture SupplementBuyer’s designee cash or, at the Buyer’s option (and provided Seller has additional Eligible Mortgage Loans), additional Eligible Mortgage Loans as Participated Mortgage Loans (“Additional Participated Mortgage Loans”) or (iii) to cure the reduction of Margin Deficit. If the value of the Owner Trust Certificate; provided, however, that Calculation Agent delivers a Margin Call to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant on or prior to clause (i) or (ii) only. (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. 11:00 a.m. (New York City time) on a any Business Day Day, then the Seller shall be met, and transfer cash or Additional Participated Mortgage Loans to the related Margin Call satisfied, Buyer or its designee no later than (i) 5:00 p.m. (New York City time) on the following same Business Day. With respect to In the event the Calculation Agent delivers a Margin Call, any notice given Call to Seller after 5:00 p.m. 11:00 a.m. (New York City time) on a any Business Day Day, Seller shall be met, and the related Margin Call satisfied, required to transfer cash or Additional Participated Mortgage Loans no later than 5:00 (i) 12:00 p.m. (New York City time) on the second next succeeding Business Day. (2ndc) Business Day following the date of such notice. The foregoing time requirements for Any cash transferred to Buyer or its designee in satisfaction of a Margin Call are referred or pursuant to as Section 23(f)(i) herein shall reduce the “Margin Deadlines”. Outstanding Purchase Price of the related Transactions. (d) The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this of the Agreement is subject or limit the right of the Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive the Buyer’s rights under this the Agreement or otherwise existing by law or in any way create additional rights for Seller. (ce) In For the event avoidance of doubt, it is hereby understood and agreed that a Seller shall be responsible for satisfying any Margin Deficit exists, Buyer may retain existing as a result of any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount reduction of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account Principal Balance of any Transaction being effecting on such date (such excess, a “Margin Excess”), then on Participated Mortgage Loan pursuant to any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excessaction by any bankruptcy court.

Margin Maintenance. (a) Purchaser may, at its option in its sole and absolute discretion, re-determine the BUSINESS.31481134.1132540646.2 Market Value for any Purchased Asset in accordance with the definition of Market Value. If at there exists a Margin Deficit with respect to any time the aggregate outstanding amount of the Purchase Price exceeds the Asset Base in effect at such timePurchased Asset, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date (such excessPurchaser may, a “Margin Deficit”), then Buyer may by notice to 79 BUSINESS.31481134.1132540646.2 Seller require Seller to eliminate substantially in the Margin Deficit form of Exhibit VIII hereto (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of ), require Seller to make a cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the payment in reduction of the value Repurchase Price of the Owner Trust Certificate; providedsuch Purchased Asset so that after giving effect to such payment, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any no Margin Deficit pursuant shall exist or be deemed to clause exist with respect to such Purchased Asset. Purchaser shall not make more than one Margin Call (iother than any Mark-to-Zero Margin Call) or (ii) onlyduring any calendar month. (b) Notice delivered pursuant to Section 2.05(a) may be If a Margin Call is given by Purchaser under Article 4(a) on any written Business Day at or electronic means. With respect prior to a Margin Call, any notice given before 5:00 p.m. 12:00 noon (New York City time) on a Business Day ), Seller shall be met, and cure the related Margin Call satisfied, Deficit as provided in Article 4(a) by no later than 5:00 p.m. (New York City time) on the following next succeeding Business Day. With ; provided however, other than with respect to any Margin Call for a Purchased Asset the Market Value of which has been reduced or deemed to reduced to zero (such Margin Call, a “Mark-to-Zero Margin Call”), so long as Seller delivers to Purchaser a written certification of Guarantor that Guarantor has sufficient Total Liquidity (as defined in the Guaranty) to satisfy any notice given after 5:00 p.m. outstanding Margin Calls hereunder and any outstanding margin calls under any other repurchase, credit or other financing facility of Guarantor and its consolidated Subsidiaries (New York City timecollectively, the “Required Capital”) (and attaching a calculation in reasonable detail of the Required Capital), Seller shall not during any calendar month be required to pay to Purchaser an amount in excess of the Monthly Margin Call Payment Limit in order to satisfy Margin Calls (other than Mark-to-Zero Margin Calls), and any excess amount shall automatically roll-forward and be due and payable on a the first Business Day shall be metof the next calendar month, and subject to the related Monthly Margin Call satisfiedPayment Limit for such calendar month. For the avoidance of doubt, no later than 5:00 p.m. (New York City timei) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a single Margin Call are referred may relate to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasionsPurchased Assets, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Monthly Margin Call in accordance with the provisions of this Section 2.05. (d) If at Payment Limit does not apply to any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Mark-to-Zero Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.Call and

Margin Maintenance. (a) Purchaser may, at its option in its sole and absolute discretion, re-determine the Market Value for any Purchased Asset in accordance with the definition of Market Value. If at there exists a Margin Deficit with respect to any time the aggregate outstanding amount of the Purchase Price exceeds the Asset Base in effect at such timePurchased Asset, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date (such excessPurchaser may, a “Margin Deficit”), then Buyer may by notice to Seller require Seller to eliminate substantially in the Margin Deficit form of Exhibit VIII hereto (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of ), require Seller to make a cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the payment in reduction of the value Repurchase Price of the Owner Trust Certificate; providedsuch Purchased Asset so that after giving effect to such payment, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any no Margin Deficit pursuant shall exist or be deemed to clause exist with respect to such Purchased Asset. Purchaser shall not make more than one Margin Call (iother than any Mark-to-Zero Margin Call) or (ii) onlyduring any calendar month. (b) Notice delivered pursuant to Section 2.05(a) may be If a Margin Call is given by Purchaser under Article 4(a) on any written Business Day at or electronic means. With respect prior to a Margin Call, any notice given before 5:00 p.m. 12:00 noon (New York City time) on a Business Day ), Seller shall be met, and cure the related Margin Call satisfied, Deficit as provided in Article 4(a) by no later than 5:00 p.m. (New York City time) on the following next succeeding Business Day. With ; provided however, other than with respect to any Margin Call for a Purchased Asset the Market Value of which has been reduced or deemed to reduced to zero (such Margin Call, a “Mark-to-Zero Margin Call”), so long as Seller delivers to Purchaser a written certification of Guarantor that Guarantor has sufficient Total Liquidity (as defined in the Guaranty) to satisfy any notice outstanding Margin Calls hereunder and any outstanding margin calls under any other repurchase, credit or other financing facility of Guarantor and its consolidated Subsidiaries (collectively, the “Required Capital”) (and attaching a calculation in reasonable detail of the Required Capital), Seller shall not during any calendar month be required to pay to Purchaser an amount in excess of the Monthly Margin Call Payment Limit in order to satisfy Margin Calls (other than Mark-to-Zero Margin Calls), and any excess amount shall automatically roll-forward and be due and payable on the first Business Day of the next calendar month, subject to the Monthly Margin Call Payment Limit for such calendar month. For the avoidance of doubt, (i) a single Margin Call may relate to any one or more Purchased Assets, (ii) the Monthly Margin Call Payment Limit does not apply to any Mark-to-Zero Margin Call and (iii) if a Margin Call is given by Purchaser under Article 4(a) on any Business Day after 5:00 p.m. 12:00 noon (New York City time) on a Business Day ), such Margin Call shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) considered given prior to such time on the second immediately following Business Day. (2ndc) Business Day following From time to time, if (i) the date Market Value of one or more Purchased Assets has been reduced and (ii) the event that resulted in such reduction in Market Value has been cured or otherwise remedied such that the Maximum Purchase Price for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets as determined by Purchaser in accordance with the terms hereof (the amount of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as excess, the “Margin DeadlinesExcess”), then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, and such transfer shall be reflected as an increase in the outstanding 76 BUSINESS.31481134.9 Purchase Price of such Purchased Asset. Any such transfer of cash by Purchaser shall be limited to once per calendar quarter and subject to the following conditions: (i) the transfer is in an amount that is at least equal to $1 million; 77 BUSINESS.31481134.9 (ii) immediately after giving effect to the requested Purchase Price increase, the aggregate outstanding Purchase Price of the related Purchased Asset shall not exceed the Maximum Purchase Price of such Purchased Asset; (iii) immediately after giving effect to the requested Purchase Price increase, the sum, without duplication, of (x) the aggregate outstanding Purchase Price for all outstanding Transactions and (y) the requested Purchase Price increase shall not exceed an amount equal to the Maximum Facility Purchase Price; (iv) no event shall have occurred which has, or would reasonably be expected to have a Material Adverse Effect; (v) no Default or Event of Default shall have occurred and be continuing as of the related Purchase Price increase date or will occur as a result of such Purchase Price increase; (vi) no Margin Deficit shall exist immediately prior to or after giving effect to the requested Purchase Price increase (other than any Margin Deficit that would be cured as a result of the application of proceeds of such Purchase Price increase as directed by ▇▇▇▇▇▇); (vii) all representations and warranties (except to the extent set forth in the Requested Exception Report attached to the related Confirmation) made by any Seller Party in the Transaction Documents shall be true, correct, complete and accurate on and as of the related Purchase Price increase date with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (viii) Purchaser shall have received (which may be by netting the amount from the related funding) payment of the Funding Fee which is due and payable in connection with the related Purchase Price increase. (d) The failure of Buyeror delay by Purchaser, on any one or more occasions, to exercise its rights hereunder, under this Article 4 shall not change or alter the terms and conditions to which this Agreement is subject or limit or waive the right of Buyer Purchaser to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law date or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (ai) If at any time Daily until the expiration of the Termination Date (or less frequently if all Purchasers, in their sole and absolute discretion, so elect), the Custodian shall determine (A) the aggregate outstanding amount Recognized Value of all Purchased Mortgage Assets held by the Purchasers and (B) the Repurchase Price as of such date, and the Maximum Facility Amount as of such date. (ii) If, on any date, the aggregate Purchase Price exceeds the Asset Base in effect at such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date total Recognized Value of all Purchased Mortgage Assets held by the Purchasers that are Eligible Mortgage Assets (such excess, a “Margin Deficit”), then Buyer may the Administrative Agent may, in its sole and absolute discretion, or shall if directed by the Majority Banks, by notice to Seller require Seller to eliminate the Margin Deficit Sellers (such requirement, a “Margin Call”) by effecting any or all of ), require the following actions: (i) the Sellers to transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under Purchasers cash or additional Eligible Mortgage Assets that are reasonably acceptable to the related Indenture SupplementPurchasers (“Additional Purchased Mortgage Assets”) or to eliminate such deficiency (“Margin Maintenance”). (iii) Upon receipt of notice from the reduction of the value of the Owner Trust Certificate; provided, however, that Administrative Agent at or prior to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only. (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. (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. time (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held transmitted by Buyer against facsimile), each of the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoingSellers, Buyer retains the rightas applicable, in its sole discretion, shall transfer either cash or the Additional Purchased Mortgage Assets no later than the close of business on the Business Day immediately following the date on which a Margin Call is given (“Margin Maintenance Payment Date”). Any cash transferred to any Purchaser pursuant hereto shall be held by the Custodian until the Repurchase Date and shall be applied against the Repurchase Price on the next Repurchase Date. (iv) Each Purchaser’s election, in its sole and absolute discretion, not to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base there is a Margin Deficit shall not in effect any way limit or impair its right to make a Margin Call at such any time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess Deficit exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount of the Purchase Price exceeds of any Purchased Asset and Contributed Asset subject to a Transaction is greater than the Asset Base in effect at Value of such time, as determined on each Interim Payment Date after taking into account any Purchased Asset and Contributed Asset subject to a Transaction being effected on such date (such excess, a “Margin Deficit”), then Buyer Administrative Agent may by notice to Seller require Seller to eliminate transfer to Administrative Agent for the benefit of Buyers cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only). (b) b. Notice delivered pursuant to Section 2.05(a) 6.a above may be given by any written or electronic means. With respect to a Margin Call, any Any notice given (i) before 5:00 p.m. [***] (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. [***] (New York City time) on the following such Business Day. With respect to a Margin Call, any notice given Day and (ii) after 5:00 p.m. [***] (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. [***] (New York City time) on the second (2nd) following Business Day following (the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of BuyerAdministrative Agent, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer Administrative Agent to do so at a later date. Seller and Buyer Administrative Agent each agree that a failure or delay by Buyer Administrative Agent to exercise its rights hereunder shall not limit or waive BuyerAdministrative Agent’s or Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. Any cash transferred to Buyer pursuant to Section 6.b shall be credited to the Repurchase Price of the related Transaction. (c) c. In the event that a Margin Deficit existsexists with respect to any Purchased Asset or Contributed Asset, Buyer Administrative Agent may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer Administrative Agent against the related Margin Deficit or and (ii) may be applied by Buyer Administrative Agent against the Purchase PriceRepurchase Price of any such Purchased Asset or Contributed Asset for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Buyer the Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount Market Value of the Purchase Price exceeds the Asset Base in effect at any Purchased Mortgage Loan subject to a Transaction is less than Buyer’s Margin Amount for such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date (such excess, a “Margin Deficit”), then Buyer may by notice to Seller require Seller to eliminate transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only. (b) b. Notice delivered pursuant to Section 2.05(a6(a) may be given by any written or electronic means. With respect to a Margin Call in the amount of less than 5% of the Purchase Price for all Transactions (a “Low Percentage Margin Call”), any notice given before 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any ; notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The With respect to all Margin Calls other than Low Percentage Margin Calls, any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day (the foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) c. In the event that a Margin Deficit existsexists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer against the related Margin Deficit or and (ii) may be applied by Buyer against the Purchase PriceRepurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount Market Value of the Purchase Price exceeds the Asset Base in effect at any Purchased Mortgage Loan subject to a Transaction is less than Buyer’s Margin Amount for such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date (such excess, a “Margin Deficit”), then Buyer may by notice to any Seller require Seller to eliminate transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyer, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (ii) only. (b) b. Notice delivered pursuant to Section 2.05(a6(a) may be given by any written or electronic means. With respect to a Margin Call, any Any notice given before 5:00 p.m. 10:00 a.m. (New York City Eastern time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City Eastern time) on the following such Business Day. With respect to a Margin Call, any ; notice given after 5:00 p.m. 10:00 a.m. (New York City Eastern time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City Eastern time) on the second (2nd) following Business Day following (the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) c. In the event that a Margin Deficit existsexists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) may shall be held by Buyer against the related Margin Deficit or and (ii) may be applied by Buyer against any Purchased Mortgage Loan for which the Purchase Pricerelated Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.056. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to deliver additional Consideration in the amount of such Margin Excess.

Margin Maintenance. (a) If at any time the aggregate outstanding amount of the Purchase Price exceeds the Asset Base in effect at such time, as determined on each Interim Payment Date (or, on a daily basis, in the event of the delivery of Eligible Securities or pledging of Pledged Margin Securities) after taking into account any Transaction being effected on such date (such excess, a “Margin Deficit”), then the Buyer may by notice to the Seller require the Seller to eliminate the Margin Deficit (such requirement, a “Margin Call”) by effecting any or all of the following actions: (i) the transfer of cash to Buyermaking a Margin Call Payment, (ii) the application of an Additional Note Payment to a Variable Funding Note (to the extent allowed under the related Indenture Supplement) or (iii) if there is no Borrowing Base Deficiency at such time, the reduction of the value of the Owner Trust Certificate; provided, however, that to the extent that there is a Borrowing Base Deficiency, Seller must cure any Margin Deficit pursuant to clause (i) or (iiiii) onlyin the sole discretion of the Buyer (not to be unreasonably withheld), pledging a Pledged Margin Security to Buyer. (b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of the Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of the Buyer to do so at a later date. Each of the Seller and the Buyer each agree agrees that a failure or delay by the Buyer to exercise its rights hereunder shall not limit or waive the Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for the Seller. (c) In the event that a Margin Deficit exists, the Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) may be held by the Buyer against the related Margin Deficit or (ii) may be applied by the Buyer against the Purchase Price. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, Price as determined on each Interim MRA Payment Date after taking into account any Transaction being effecting on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Margin Excess Notice to Buyer and request Buyer to deliver additional Consideration in an amount not to exceed the amount of such Margin ExcessExcess indicated in such Margin Excess Notice. Seller shall deliver such Margin Excess Notice at least one (1) Business Day prior to the Interim Payment Date on which Seller wishes to receive such amount. If the Margin Excess Notice has been timely provided, the Buyer shall provide Consideration to the Seller in the requested amount on the specified Interim Payment Date, which Consideration shall consist of (i) cash, to the extent Buyer has excess cash or is able to obtain cash by effectuating an increase in the VFN Principal Balance, (ii) release of Eligible Securities, (iii) issuance of additional Notes and (iv) otherwise, an increase in the value of the Owner Trust Certificate.