Common use of Margin Maintenance Clause in Contracts

Margin Maintenance. a. If at any time the Market Value of any Purchased Mortgage Loan subject to a Transaction is less than Buyer's Margin Amount for such Transaction (a "Margin Deficit"), then Buyer may by notice to any Seller require Sellers to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a "Margin Call"). b. Notice delivered pursuant to Section 6(a) may be given by any written means. 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. Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer's rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellers. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against 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 6.

Margin Maintenance. a. If at any time the Market Value of any the Purchased Mortgage Loan Assets subject to a Transaction Transactions is less than the Buyer's ’s Margin Amount for such Transaction all Transactions (a "“Margin Deficit"”), then the Buyer may by notice to any Seller require the Sellers to 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"”). b. Notice delivered pursuant to Section 6(a) may be given by any written means. 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 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. 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 ’s rights under this Agreement or otherwise existing by law or in any way create additional rights for the Sellers. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loanexists, the Buyer may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) shall be held by the Buyer against the related Margin Deficit and (ii) may be applied by the Buyer against any Purchased Mortgage Loan 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 6.

Margin Maintenance. a. (a) If at any time the Market aggregate outstanding amount of the Purchase Price of the Note is greater than the Asset Value of any Purchased Mortgage Loan subject to a Transaction is less than Buyer's Margin Amount for such the related Transaction (such excess, a "“Margin Deficit"”), then Buyer may Administrative Agent may, and, at the direction of all Buyers, shall, by notice to any Seller require Sellers Seller to transfer to Buyer Administrative Agent cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”). b. (b) Notice delivered pursuant to Section 6(a2.05(a) may be given by any written or electronic means. Any With respect to a Margin Call, any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on 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. (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. Sellers 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 Buyer's Administrative Agent’s rights under this Agreement or otherwise existing by law or in any way create additional rights for SellersSeller. c. (c) In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loanexists, Buyer Administrative Agent may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall may be held by Buyer Administrative Agent against the related Margin Deficit and or (ii) may be applied by Buyer Administrative Agent against any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfiedPurchase Price. Notwithstanding the foregoing, the Buyer Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 62.05.

Margin Maintenance. a. (a) If at any time the Market Value 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 Purchased Mortgage Loan subject to Transaction being effected on such date (such excess, a Transaction is less than Buyer's Margin Amount for such Transaction (a "“Margin Deficit"”), then Buyer may by notice to any Seller require Sellers Seller to transfer to Buyer cash in an amount at least equal to eliminate the Margin Deficit (such requirement, a "“Margin Call")”) by effecting the transfer of cash to Buyer or the inclusion of additional Mortgage Loans to the Purchased MSR Mortgage Loans. b. (b) Notice delivered pursuant to Section 6(a2.05(a) may be given by any written or electronic means. Any With respect to a Margin Call, any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on 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. (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. Sellers 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 SellersSeller. c. (c) In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loanexists, Buyer may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall may be held by Buyer against the related Margin Deficit and or (ii) may be applied by Buyer against any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfiedPurchase 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 62.05. (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 make a payment in Dollars in the amount of such Margin Excess.

Margin Maintenance. a. (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 Purchased Asset, Purchaser may, by notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller to make a cash payment in reduction of the Repurchase Price of such Purchased Asset, so that after giving effect to such payment, no Margin Deficit shall exist with respect to such Purchased Asset. Seller shall have the opportunity to challenge the reduction of the Market Value of any Purchased Mortgage Loan subject Asset by requesting that Purchaser, at Seller’s sole cost and expense, order (i) if such reduction in Market Value is related to a Transaction reduction in the value of the related Mortgaged Property, a third-party appraisal of the related Mortgaged Property or Mortgaged Properties or (ii) if such reduction is less than Buyer's otherwise related to a reduction in the value of the Purchased Asset, a third-party valuation of the fair market value of the Purchased Asset. In the interim period while Purchaser is awaiting receipt of and considering such appraisal or valuation, Seller shall post with Purchaser the Margin Amount. In the event that Purchaser subsequently determines that a Credit Event has not occurred or that a Margin Deficit does not exist, the Margin Amount for shall be returned to Seller (or such Transaction (a "portion thereof as reflects the decrease in the applicable Margin Deficit"), then Buyer may by notice to any Seller require Sellers to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a "Margin Call"). b. Notice delivered pursuant to Section 6(a(b) may be If a Margin Call is given by Purchaser on any written means. Any notice given before 10:00 Business Day at or prior to 10 a.m. (New York City time) on a Business Day ), Seller shall be met, and cure the related Margin Call satisfied, no later than 5:00 p.m. Deficit (New York City time) on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day shall which may be met, and by repurchasing the related Margin Call satisfied, Purchased Asset in accordance with Article 3(d)) by no later than 5:00 p.m. (New York City time) on the following same Business Day (Day. For the foregoing time requirements for satisfaction avoidance of doubt, if a Margin Call are referred is given by Purchaser on any Business Day after the time set forth above, such Margin Call shall be considered given prior to as such time on the "Margin Deadlines"). immediately following Business Day. (c) 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. 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 date or in any way create additional rights for SellersSeller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against 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 6.

Margin Maintenance. a. If at any time the Market Value of outstanding Purchase Price allocated to any Purchased Mortgage Loan Asset or Contributed REO Property subject to a Transaction is less greater than Buyer's Margin Amount for the Asset Value allocated to such Purchased Asset or Contributed REO Property subject to a Transaction (a "“Margin Deficit"”), then Buyer Administrative Agent may by notice to any Seller require Sellers Seller to transfer to Buyer Administrative Agent for the benefit of Buyers cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”). b. Notice delivered pursuant to Section 6(a) above may be given by any written or electronic means. Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, 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 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. Sellers 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 Buyer's Administrative Agent’s or Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for SellersSeller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage LoanAsset or Contributed REO Property, Buyer Administrative Agent may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) 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 any the Allocated Repurchase Price related to such Purchased Mortgage Loan Asset or Contributed REO Property for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. a. (a) If at any time the Market Aggregate Facility Purchase Price is greater than the aggregate Asset Value of any all Purchased Mortgage Loan Loans subject to Transactions (the positive amount of such difference, a Transaction is less than Buyer's Margin Amount for such Transaction (a "“Margin Deficit"”), and such Margin Deficit is greater than the Minimum Margin Threshold, then Buyer may by written notice to any Seller (as such notice is more particularly set forth below, a “Margin Call”), require Sellers Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirementamount, a "“Margin Call"Payment”); provided, that, notwithstanding the foregoing, Buyer may determine the Asset Value and any related Margin Deficit on an individual loan basis for any Purchased Mortgage Loan, in which event it shall, upon receipt, apply all amounts received with respect to any individual Purchased Mortgage Loans against the Purchase Price thereof. b. Notice delivered pursuant (b) If Buyer delivers a Margin Call to Section 6(a) may be given by any written means. Any notice given before 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, Payment to Buyer or its designee no later than 5:00 5:30 p.m. (New York City time) on such Business Day; notice given . In the event Buyer delivers a Margin Call to Seller after 10:00 a.m. (New York City time) on a 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 Day. (c) Seller shall transfer any Margin Payment to 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 account of Buyer to do so at a later date. Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer's rights under is referenced in Section 10(a) of this Agreement or otherwise existing by law or in any way create additional rights for SellersAgreement. c. (d) In the event that a Margin Deficit exists with respect to any Purchased Mortgage LoanLoans, Buyer may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit 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, the Buyer B▇▇▇▇ retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 67. (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 of this Agreement 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.

Margin Maintenance. a. (a) If at any time the aggregate outstanding amount of the Purchase Price of the Note is greater than the Margin Market Value of any Purchased Mortgage Loan subject to a Transaction is less than Buyer's Margin Amount or the Maximum Purchase Price for such the related Transaction (such excess, a "“Margin Deficit"”), then Buyer may Administrative Agent shall, unless waived by all Buyers, by notice to any Seller Sellers require Sellers to transfer to Buyer Administrative Agent, for the benefit of Buyers, cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”). b. (b) Notice delivered pursuant to Section 6(a2.05(a) may be given by any written or electronic means. Any With respect to a Margin Call, any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on 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 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 are referred to as satisfied, no later than 5:00 p.m. (New York City time) on the "Margin Deadlines")second (2nd) Business Day following the date of such notice. 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. Sellers 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 Buyer's Administrative Agent’s rights under this Agreement or otherwise existing by law or in any way create additional rights for the Sellers. c. (c) In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loanexists, Buyer Administrative Agent may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) shall may be held by Buyer Administrative Agent, for the benefit of Buyers, against the related Margin Deficit and or (ii) may be applied by Buyer Administrative Agent against any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfiedPurchase Price. Notwithstanding the foregoing, the 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 62.05.

Margin Maintenance. a. (a) If at any time the Market aggregate outstanding amount of the Purchase Price of the Note is greater than the related Asset Value of any Purchased Mortgage Loan subject to or the Maximum Purchase Price (such excess, a Transaction is less than Buyer's Margin Amount for such Transaction (a "“Margin Deficit"”), and such Margin Deficit exceeds the Minimum Transfer Amount, then Buyer Administrative Agent may by notice to any Seller require Sellers Seller to transfer to Buyer Administrative Agent cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”). b. (b) Notice delivered pursuant to Section 6(a2.05(a) may be given by any written or electronic means. Any With respect to a Margin Call, any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such the same Business Day; . With respect to a Margin Call, any notice given on or after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 12:00 p.m. (New York City time) on the following Business Day (following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the "“Margin Deadlines")”. The failure of Administrative Agent or 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. Sellers 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 ’s rights under this Agreement or otherwise existing by law or in any way create additional rights for SellersSeller. c. (c) In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loanexists, Administrative Agent or Buyer may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall may be held by Buyer against the related Margin Deficit and or (ii) may be applied by Buyer against any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfiedPurchase Price. Notwithstanding the foregoing, the Buyer B▇▇▇▇ retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 62.05.

Margin Maintenance. a. (a) If at any time the Market aggregate outstanding amount of the Purchase Price of the Note is greater than the related Asset Value of any Purchased Mortgage Loan subject to or the Maximum Purchase Price (such excess, a Transaction is less than Buyer's Margin Amount for such Transaction (a "“Margin Deficit")”) by $250,000 or more, then Buyer may by notice to any Seller require Sellers Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”). b. (b) Notice delivered pursuant to Section 6(a2.05(a) may be given by any written or electronic means. Any With respect to a Margin Call, any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 4:00 p.m. (New York City time) on such the following Business Day; . With respect to a Margin Call, any 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 3:00 p.m. (New York City time) on the following 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. Sellers 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 SellersSeller. c. (c) In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loanexists, Buyer may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall may be held by Buyer against the related Margin Deficit and or (ii) may be applied by Buyer against any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfiedPurchase Price. Notwithstanding the foregoing, the Buyer B▇▇▇▇ retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 62.05.

Margin Maintenance. a. (a) If at any time the Market aggregate outstanding amount of the Purchase Price of the Note is greater than the related Margin Asset Value of any Purchased Mortgage Loan subject to or the Maximum Purchase Price (such excess, a Transaction is less than Buyer's Margin Amount for such Transaction (a "“Margin Deficit"”), then Buyer may by notice to any Seller require Sellers Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”). b. (b) Notice delivered pursuant to Section 6(a2.05(a) may be given by any written or electronic means. Any With respect to a Margin Call, any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on 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. (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. Sellers 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 SellersSeller. c. (c) In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loanexists, Buyer may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall may be held by Buyer against the related Margin Deficit and or (ii) may be applied by Buyer against any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfiedPurchase Price. Notwithstanding the foregoing, the Buyer B▇▇▇▇ retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 62.05.

Margin Maintenance. a. If at any time the Market Aggregate Purchase Price of all Purchased Assets of Seller subject to all Transactions shall exceed the Aggregate Margin Value therefor (any such deficiency, a “Margin Deficit”) then Seller shall either transfer cash to the Funding Account, or at Agent’s option (and provided Seller has additional Eligible Mortgage Loans), transfer additional Eligible Mortgage Loans to the Custodian, together with the Related Security, Records, Servicing Rights and other collateral and all instruments, chattel paper, and general intangibles comprising or related to all of the foregoing (“Additional Purchased Assets”), so that after giving effect to the transfer of cash or the inclusion of any such Additional Purchased Mortgage Loan subject to a Transaction is less than Buyer's Margin Amount for such Transaction (a "Margin Deficit")Assets, then Buyer may by notice to any Seller require Sellers to transfer to Buyer cash in an amount at least equal to the no Margin Deficit shall exist (such requirement, a "“Margin Call"”). b. Notice delivered pursuant ; provided that if, as a result of Agent’s determination of the aggregate Collateral Value, the Aggregate Purchase Price of all Purchased Assets of Seller subject to Section 6(aall Transactions exceeds the Aggregate Margin Value by the Minimum Transfer Amount (such event, a “Minimum Transfer Condition”) may be given by any written means. 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. Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer's rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellers. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) Seller shall be held by Buyer against required to transfer cash to the related Margin Call Account to cure such Margin Deficit and (ii) may Seller’s obligation to make the Margin Call shall be subject to its receipt of notice from Agent (it being understood that if such notice is delivered to Seller by Agent on or prior to 11:00 a.m. on any Business Day on which a Minimum Transfer Condition exists, Seller shall pay to the Margin Call Account the Minimum Transfer Amount prior to 5:00 p.m. on such Business Day and if such notice is delivered after 11:00 a.m., such notice shall be deemed received on the next succeeding Business Day and Seller shall pay to the Margin Call Account the Minimum Transfer Amount prior to 5:00 p.m. on such Business Day). All amounts paid by Seller to the Margin Call Account in respect of any Margin Deficit shall be held for the benefit of Agent and the Principals. On any day on which an Event of Default shall not have occurred and be continuing, and if no Margin Deficit exists, if the amount on deposit in the Margin Call Account exceeds the Aggregate Purchase Price of all Purchased Assets of Seller subject to all Transactions less the Aggregate Margin Value then, at the request of Seller, such excess shall be withdrawn from the Margin Call Account by the authorization of Agent and remitted to Seller. If an Event of Default shall have occurred and be continuing, all amounts on deposit in the Margin Call Account, if any, shall be withdrawn by Agent and applied by Buyer against any Purchased Mortgage Loan for which it in reduction of 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 6Aggregate Purchase Price and Aggregate Unpaids.

Margin Maintenance. a. If at any time the aggregate Market Value of any all Purchased Mortgage Loan Assets subject to a Transaction all Transactions is less than the aggregate Buyer's Margin Amount for all such Transaction Transactions (a "Margin Deficit"), then Buyer may by notice to any the related Seller require Sellers the related Seller in such Transactions to transfer to Buyer cash in an amount at least so that the cash and aggregate Market Value of the Purchased Assets will thereupon equal to the or exceed such aggregate Buyer's Margin Deficit Amount (such requirement, a "Margin Call"). If a Seller fails to satisfy a Margin Deficit in 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. Notice delivered required pursuant to Section 6(a) may be given by any written meansmeans provided in Section 35 hereof. Any notice given received before 10:00 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 such Business Day; notice given received after 10:00 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 Business Day (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. Sellers 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 rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellersthe related Seller or any Guarantor. c. In If the event that Sellers fail to satisfy a Margin Deficit exists in accordance with respect to any Purchased Mortgage LoanSection 6(a) and Section 6(b) hereof, then Buyer may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the rightmay, in its sole discretion, to make satisfy a Margin Call in accordance with Deficit, by netting the provisions purchase price under any Existing Agreement by the amount of this Section 6such 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.

Margin Maintenance. a. (a) If at any time the aggregate Market Value of the Purchased Loans and Loans owned by any Trust represented by a Purchased Mortgage Loan subject to a Transaction Certificate is less than Buyer's the aggregate MV Margin Amount for all outstanding Transactions, (such Transaction (event, a "“Margin Deficit"”), then Buyer may may, by notice to any Seller Sellers and Guarantor, require Sellers to transfer to Buyer cash within the time period specified in an amount at least 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 to or exceed the aggregate Margin Deficit Cure Amount (such requirement, a "“Margin Call"”). Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date. b. (b) Notice delivered required pursuant to Section 6(a) may be given by any written meansmeans provided in Section 21 hereof. Any notice given before 10:00 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 such the same Business Day; . Any notice given after 10:00 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 following next Business Day (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. 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 Sellers. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against 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 6.

Margin Maintenance. a. (a) If at any time the Market aggregate outstanding amount of the Purchase Price of the Note is greater than the related Asset Value of any Purchased Mortgage Loan subject to (such excess, a Transaction is less than Buyer's Margin Amount for such Transaction (a "“Margin Deficit"”), then Buyer the Administrative Agent may by notice to any Seller require Sellers Seller to 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"”). b. (b) Notice delivered pursuant to Section 6(a2.05(a) may be given by any written or electronic means. Any With respect to a Margin Call, any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on 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. (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. Sellers 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 SellersSeller. c. (c) In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loanexists, Buyer may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall may be held by Buyer against the related Margin Deficit and (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 any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfiedPurchase 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 62.05.

Margin Maintenance. a. (a) If at any time the aggregate outstanding amount of the Purchase Price of the Note is greater than the Margin Market Value of any Purchased Mortgage Loan subject to a Transaction is less than Buyer's Margin Amount or the Maximum Purchase Price for such the related Transaction (such excess, a "“Margin Deficit"”), then Buyer may Administrative Agent shall, unless waived by all Buyers, by notice to any Seller require Sellers Seller to transfer to Buyer Administrative Agent, for the benefit of Buyers, cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”). b. (b) Notice delivered pursuant to Section 6(a2.05(a) may be given by any written or electronic means. Any With respect to a Margin Call, any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on 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 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 are referred to as satisfied, no later than 5:00 p.m. (New York City time) on the "Margin Deadlines")second (2nd) Business Day following the date of such notice. 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. Sellers Seller Parties, Administrative Agent and Buyer 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 Buyer's Administrative Agent’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellersany Seller Party. c. (c) In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loanexists, Buyer Administrative Agent may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall may be held by Buyer Administrative Agent, for the benefit of Buyers, against the related Margin Deficit and or (ii) may be applied by Buyer Administrative Agent against any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfiedPurchase Price. Notwithstanding the foregoing, the 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 62.05.

Margin Maintenance. a. (a) If at any time the Market Aggregate Facility Purchase Price is greater than the aggregate Asset Value of any all Purchased Mortgage Loan Loans subject to Transactions (the positive amount of such difference, a Transaction is less than Buyer's Margin Amount for such Transaction (a "“Margin Deficit"”), and such Margin Deficit is greater than the Minimum Margin Threshold, then Buyer may by written notice to any Seller (as such notice is more particularly set forth below, a “Margin Call”), require Sellers Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirementamount, a "“Margin Call"Payment”); provided, that, notwithstanding the foregoing, Buyer may determine the Asset Value and any related Margin Deficit on an individual loan basis for any Purchased Mortgage Loan, in which event it shall, upon receipt, apply all amounts received with respect to any individual Purchased Mortgage Loans against the Purchase Price thereof. b. Notice delivered pursuant (b) If Buyer delivers a Margin Call to Section 6(a) may be given by any written means. Any notice given before 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, Payment to Buyer or its designee no later than 5:00 5:30 p.m. (New York City time) on such Business Day; notice given . In the event Buyer delivers a Margin Call to Seller after 10:00 a.m. (New York City time) on a 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 Day. (c) Seller shall transfer any Margin Payment to 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 account of Buyer to do so at a later date. Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer's rights under is referenced in Section 10(a) of this Agreement or otherwise existing by law or in any way create additional rights for SellersAgreement. c. (d) In the event that a Margin Deficit exists with respect to any Purchased Mortgage LoanLoans, Buyer may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit 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, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 67. (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 of this Agreement 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.

Margin Maintenance. a. If at any time the Market Value of any Purchased Mortgage Loan subject to a Transaction is less than Buyer's ’s Margin Amount for such Transaction (a "“Margin Deficit"”), then Buyer may by notice to any Seller require Sellers Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call")”) . b. Notice delivered pursuant to Section 6(a) may be given by any written means. Any notice given before 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 such Business Day; notice given after 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 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. Sellers 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 SellersSeller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against 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 6.

Margin Maintenance. a. If at any time the Market Value aggregate outstanding Purchase Price of any Purchased the Trust Mortgage Loan Loans and REO Properties subject to a Transaction is less greater than Buyer's Margin the Minimum Maintenance Amount for such Transaction (a "“Margin Deficit")”) and such Margin Deficit is greater than the Margin Threshold, then Buyer may by notice to any Seller require Sellers Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”), such amount to be applied to reduce the Purchase Price of the affected Trust Mortgage Loan or REO Property, as applicable. b. Notice delivered pursuant to Section 6(a) 6.a above may be given by any written or electronic means. Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, 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 11:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day; notice given after 11:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 2:00 p.m. (New York City time) on the second 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. Sellers 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 SellersSeller. c. In the event that a Margin Deficit exists with respect to any Purchased the Trust Mortgage LoanLoans or REO Properties, Buyer may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against any Purchased the Purchase Price of the Trust Mortgage Loan 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 6.

Margin Maintenance. a. If at any time the Market Value of any Purchased Mortgage Loan subject to a Transaction is less than Buyer's ’s Margin Amount for such Transaction (a "“Margin Deficit"”), then Buyer may by notice to any Seller require Sellers to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”). b. Notice delivered pursuant to Section 6(a) may be given by any written means. 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. 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 Sellers. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfiedunsatisfied (except that funds that constitute the Buydown Amount may be applied in the Buyer’s sole discretion). 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 6.

Margin Maintenance. a. If at any time the Market Value outstanding Purchase Price of any Purchased Mortgage Loan Certificate or Contributed Asset subject to a Transaction is less greater than Buyer's Margin Amount for the Asset Value of such Purchased Certificate or Contributed Asset subject to a Transaction (a "“Margin Deficit"”), then Buyer may by notice to any Seller require Sellers such Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”), such amount to be applied to reduce the Purchase Price of the affected Contributed Asset, as applicable. b. Notice delivered pursuant to Section 6(a) 6.a above may be given by any written or electronic means. Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, 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 2:00 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. 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 Sellerseach Seller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage LoanCertificate or Contributed Asset, Buyer may retain any funds received by it to which the Sellers each Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against the Purchase Price of any Purchased Mortgage Loan 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 6.

Margin Maintenance. a. (a) If at any time the Market aggregate outstanding amount of the Purchase Price of the Note is greater than the related Asset Value of or the Maximum Purchase Price (any Purchased Mortgage Loan subject to such excess, a Transaction is less than Buyer's Margin Amount for such Transaction (a "“Margin Deficit"”), then Buyer may Administrative Agent may, and, at the direction of all Buyers, shall by notice to any Seller require Sellers Seller to transfer to Buyer Administrative Agent cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”). b. (b) Notice delivered pursuant to Section 6(a2.05(a) may be given by any written or electronic means. Any With respect to a Margin Call, any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on 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. (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. Sellers 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 Buyer's Administrative Agent’s rights under this Agreement or otherwise existing by law or in any way create additional rights for SellersSeller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against 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 6.

Margin Maintenance. a. (a) If at any time the Market Value of any Purchased Mortgage Loan subject to a Transaction is less than Buyer's ’s Margin Amount for such Transaction (a "“Margin Deficit"”), then Buyer may by notice to the named Seller, but not any other party comprising Seller under this Agreement, require Sellers Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”). b. (b) Notice delivered pursuant to Section 6(a) above may be given by any written or electronic means. Any notice given before 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 such Business Day; notice given after 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 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. Sellers 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 SellersSeller. c. (c) In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit 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, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. a. If at any time the Market Value outstanding Purchase Price of any Purchased Mortgage Loan subject to a Transaction is less greater than Buyer's Margin Amount for the Asset Value of such Purchased Mortgage Loan subject to a Transaction (a "“Margin Deficit"”), then Buyer Administrative Agent may by notice to any Seller require Sellers Seller to transfer to Buyer Administrative Agent for the benefit of Buyers cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”). b. Notice delivered pursuant to Section 6(a) may be given by any written or electronic means. Any notice given before 10:00 a.m. [***] (New York City time) on a Business Day shall be met, 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 BuyerBuyers or Administrative 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 Buyers or Administrative Agent to do so at a later date. Sellers Seller, Buyers 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 Buyer's Administrative Agent’s or Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for SellersSeller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer Buyers or Administrative Agent may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer Administrative Agent against the related Margin Deficit and (ii) may be applied by Buyer Buyers or Administrative Agent against the Repurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Buyers and the Buyer retains Administrative Agent retain the right, in its their sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. a. (a) If at any time the Market aggregate outstanding amount of the Purchase Price of the Note is greater than the Asset Value of any Purchased Mortgage Loan subject to a Transaction is less than Buyer's Margin Amount for such the related Transaction (such excess, a "“Margin Deficit"”), then Buyer may by notice to any Seller require Sellers Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”). b. (b) Notice delivered pursuant to Section 6(a2.05(a) may be given by any written or electronic means. Any With respect to a Margin Call, any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on 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. (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. Sellers 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 SellersSeller. c. (c) In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loanexists, Buyer may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall may be held by Buyer against the related Margin Deficit and or (ii) may be applied by Buyer against any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfiedPurchase 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 62.05.

Margin Maintenance. a. If at any time the Market Value outstanding Purchase Price of any Purchased Mortgage Loan subject to a Transaction is less greater than Buyer's Margin Amount for the Asset Value of such Purchased Mortgage Loan subject to a Transaction (a "“Margin Deficit"”), then Buyer Administrative Agent may by notice to any Seller require Sellers Seller to transfer to Buyer Administrative Agent for the benefit of Buyers cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”). b. Notice delivered pursuant to Section 6(a) may be given by any written or electronic means. Any With respect to all Margin Calls, any notice given before 10:00 a.m. 1:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. 1:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 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. Sellers 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 Buyer's Administrative Agent’s or Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for SellersSeller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer Administrative Agent may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer Administrative Agent against the related Margin Deficit and (ii) may be applied by Buyer Administrative Agent against the Repurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. a. If at on any time Asset Value Determination Date, the Market Asset Value of any Purchased Mortgage Asset or Contributed Crop Loan subject to a Transaction is less than Buyer's Margin Amount the Purchase Price for such Transaction Purchased Asset or Contributed Crop Loan, as applicable (a "“Margin Deficit"”), then then, Buyer may by notice to any Seller require Sellers Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”). b. Notice delivered pursuant to Section 6(a) A Margin Call may be given by any written means. Any notice given Margin Call received by Seller 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 applicable Margin Deadline. A Margin Call received by Seller after 10:00 a.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 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. Sellers 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 ’s rights under this Agreement or otherwise existing by law or in any way create additional rights for SellersSeller Parties. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Asset or Contributed Crop Loan, Buyer may retain any funds received by it to which the Sellers 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) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against the Purchase Price (or Purchase Price Increase) of any Purchased Mortgage Loan 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 6.

Margin Maintenance. a. (a) If at any time the Market aggregate outstanding amount of the Purchase Price of the Note is greater than the Asset Value of any Purchased Mortgage Loan subject to a Transaction is less than Buyer's Margin Amount or the Maximum Purchase Price for such the related Transaction (such excess, a "“Margin Deficit"”), then Buyer may Administrative Agent may, and, at the direction of all Buyers, shall, by notice to any Seller Sellers require Sellers to transfer to Buyer Administrative Agent cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”). b. (b) Notice delivered pursuant to Section 6(a2.05(a) may be given by any written or electronic means. Any With respect to a Margin Call, any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on 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 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 are referred to as satisfied, no later than 5:00 p.m. (New York City time) on the "Margin Deadlines")second (2nd) Business Day following the date of such notice. 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. Sellers 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 Buyer's Administrative Agent’s rights under this Agreement or otherwise existing by law or in any way create additional rights for the Sellers. c. (c) In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loanexists, Buyer Administrative Agent may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) shall may be held by Buyer Administrative Agent against the related Margin Deficit and or (ii) may be applied by Buyer Administrative Agent against any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfiedPurchase Price. Notwithstanding the foregoing, the Buyer Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 62.06.

Margin Maintenance. a. If at any time the Market Value outstanding Purchase Price of any Purchased Mortgage Loan subject to a Transaction is less greater than Buyer's Margin Amount for the Asset Value of such Purchased Mortgage Loan subject to a Transaction (a "“Margin Deficit"”), then Buyer Administrative Agent may by notice to any Seller require Sellers Seller to transfer to Buyer Administrative Agent for the benefit of Buyers cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”). b. Notice delivered pursuant to Section 6(a) above may be given by any written or electronic means. Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, 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 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. Sellers 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 Buyer's Administrative Agent’s or Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for SellersSeller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer Administrative Agent may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer Administrative Agent against the related Margin Deficit and (ii) may be applied by Buyer Administrative Agent against the Repurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. a. If at any time the Market Asset Value of any the Purchased Mortgage Loan Assets subject to a Transaction Transactions is less than Buyer's Margin Amount the Purchase Price for such Transaction then outstanding Transactions (a "“Margin Deficit"”), then then, if such Margin Deficit is greater than the Permitted Amount, Buyer may by notice to any Seller require Sellers Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”). b. [reserved] c. [reserved] d. Notice delivered pursuant to Section 6(a) may be given by any written means. 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. Sellers 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 SellersSeller. c. e. In the event that a Margin Deficit exists with respect to any Purchased Mortgage LoanAsset, Buyer may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against the Purchase Price of any Purchased Mortgage Loan 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 6. f. Upon the occurrence of any Purchase Price Reset, Seller shall, unless waived in writing by Buyer, on the following Business Day, remit to Buyer an amount, if any (the “Reset Payment”) such that the then current Asset Value (calculated with the newly applicable Purchase Price Percentage) shall be greater than the Purchase Price then outstanding after application of such payment. Any such amount shall be applied by Buyer to the Repurchase Price of each Purchased Asset pro-rata or as otherwise agreed by Buyer and Seller. Such Reset Payment shall be deemed a margin payment or settlement payment hereunder.

Margin Maintenance. a. If (a) Purchaser may, at any time its option in its sole and absolute discretion, re-determine the Market Value of for any Purchased Mortgage Loan subject Asset in accordance with the definition of Market Value. If there exists a Margin Deficit with respect to a Transaction is less than Buyer's Margin Amount for such Transaction (a "Margin Deficit")any Purchased Asset, then Buyer may Purchaser may, by notice to any Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Sellers Seller to transfer make a cash payment in reduction of the Repurchase Price of such Purchased Asset so that after giving effect to Buyer cash in an amount at least equal to the such payment, no Margin Deficit shall exist or be deemed to exist with respect to such Purchased Asset. Purchaser shall not make more than one Margin Call (such requirement, a "other than any Mark-to-Zero Margin Call")) during any calendar month. b. Notice delivered pursuant to Section 6(a(b) may be If a Margin Call is given by Purchaser under Article 4(a) on any written means. Any notice given before 10:00 a.m. Business Day at or prior to 12:00 noon (New York City time) on a Business Day ), Seller shall be met, and cure the related Margin Call satisfied, no later than 5:00 p.m. (New York City timeDeficit as provided in Article 4(a) 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, by no later than 5:00 p.m. (New York City time) on the following next succeeding Business Day; 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 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 foregoing time requirements for satisfaction of Monthly Margin Call Payment Limit does not apply to any Mark-to-Zero Margin Call and (iii) if a Margin Call are referred is given by Purchaser under Article 4(a) on any Business Day after 12:00 noon (New York City time), such Margin Call shall be considered given prior to such time on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced 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 excess, the “Margin Deadlines"Excess”), 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. 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 date or in any way create additional rights for SellersSeller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against 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 6.

Margin Maintenance. a. (a) If at any time the Market Value aggregate outstanding amount of the Purchase Price with respect to any Purchased Mortgage Loan subject Participation Certificate exceeds the Asset Base with respect to such Participation Certificate in effect at such time, as determined on each Payment Date after taking into account any Transaction being effected on such date (such excess, a Transaction is less than Buyer's Margin Amount for such Transaction (a "“Margin Deficit"”), then Buyer may may, by notice to any Seller, require Seller require Sellers to transfer to Buyer cash in an amount at least equal to eliminate the Margin Deficit (such requirement, a "“Margin Call")”) by (i) making a Margin Call Payment, or (ii) if there is no Borrowing Base Deficiency at such time, the reduction of the value of the Owner Trust Certificate. b. (b) Notice delivered pursuant to Section 6(a2.05(a) may be given by any written or electronic means. Any With respect to a Margin Call, any notice given before 10:00 a.m. (New York City time) on a Business Day [***] shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; [***]. With respect to a Margin Call, any 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 [***]. 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. Sellers Seller and Buyer ▇▇▇▇▇ each agree that a failure or delay by LEGAL02/43438678v9 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 SellersSeller. c. (c) In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loanexists, Buyer may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall may be held by Buyer against the related Margin Deficit and or (ii) may be applied by Buyer against any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfiedPurchase 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 62.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, after giving effect to any change in the Asset Base resulting from the addition of new MSRs (including the addition or reimbursement of Advance Reimbursement Amounts) (such excess, a “Margin Excess”), then Seller may deliver a Margin Excess Notice to Buyer and request Buyer to deliver additional Consideration in an amount not to exceed the amount of such Margin Excess indicated in such Margin Excess Notice. Seller shall deliver such Margin Excess Notice [***on which Seller wishes to receive such amount. If the Margin Excess Notice has been timely provided, Buyer shall provide Consideration to 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 and (ii) otherwise, an increase in the value of the Owner Trust Certificate. (e) Notwithstanding the foregoing, to the extent that the Buyer maintains excess cash, then, if requested by the Seller, the additional Consideration set forth in the applicable Margin Excess Notice shall be satisfied (in whole or in part) by the payment of such excess cash (i) if the Margin Excess Notice is delivered[***, then no later than [***], and (ii) if the Margin Excess Notice is delivered after [***], on [***] following delivery of such Margin Excess Notice.

Margin Maintenance. a. If at any time the Market Value outstanding Purchase Price of any Purchased Mortgage Loan subject to a Transaction is less greater than Buyer's Margin Amount for the Asset Value of such Purchased Mortgage Loan subject to a Transaction (a "“Margin Deficit"”), then Buyer Administrative Agent may by notice to any Seller Sellers require Sellers to transfer to Buyer 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) immediately below. b. Notice delivered pursuant to Section 6(a) may be given by any written means. Any Except 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 (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. 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 Buyer's Administrative Agent’s or Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellers. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer Administrative Agent may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) shall be held by Buyer Administrative Agent against the related Margin Deficit and (ii) may be applied by Buyer Administrative Agent against any Purchased Mortgage Loan for which the related 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, the Buyer Administrative Agent retains the right, in its sole good faith discretion, to make a Margin Call in accordance with the provisions of this Section 6. d. If at any time the Asset Value of the aggregate of all Purchased Mortgage Loans subject to a Transaction hereunder as of any date of determination is greater than the aggregate Purchase Price of all Purchased Mortgage Loans subject to a Transaction hereunder as of such date (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 Price in an amount equal to the lesser of (x) such Margin Excess and (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 Deficit.

Margin Maintenance. a. If (a) Purchaser may, at any time its option in its sole and absolute discretion, re-determine the Market Value of for any Purchased Mortgage Loan subject to Asset in accordance with definition of Market Value. If a Transaction is less than Buyer's Margin Amount for such Transaction (a "Margin Deficit")Deficit exists, then Buyer may Purchaser may, by notice to any Seller Sellers with a simultaneous copy to Cash Manager substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Sellers to transfer either (at Sellers’ election with written notice of such election to Buyer Purchaser, Collateral Agent and Cash Manager) (i) make a cash payment (in an amount at least equal to the Applicable Currency of the related Purchased Asset) in reduction of the outstanding Purchase Price of the Purchased Asset in respect of which such Margin Deficit exists so that after giving effect to such payment, no Margin Deficit shall exist with respect such Purchased Asset or (ii) repurchase such requirementPurchased Asset in accordance with Article 3(d), a "Margin Call")in either case within the time period set forth in clause (b) below. b. Notice delivered pursuant to Section 6(a(b) may be If a Margin Call is given by Purchaser under Article 4(a) on any written means. Any notice given before 10:00 a.m. Business Day at or prior to 12:00 noon (New York City 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) two (2) Business Days following receipt of such Margin Call. For the avoidance of doubt, if a Margin Call is given by Purchaser under Article 4(a) on such any Business Day; notice given Day after 10:00 a.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 immediately following Business Day Day. (the foregoing time requirements for satisfaction of a Margin Call are referred to as the "Margin Deadlines"). c) 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. 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 date or in any way create additional rights for Sellersany Seller. c. In (d) For the event that a Margin Deficit exists avoidance of doubt, with respect to this Article 4, any such payments and/or reductions shall be made by the applicable Seller in the Applicable Currency of the related Purchased Asset with respect to which such Margin Deficit exists. The amount of any reduction in Purchase Price of any Purchased Mortgage Loan, Buyer may retain any funds received by it Asset pursuant to which the Sellers would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) this Article 4 may be applied redrawn by Buyer against 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 applicable Seller in accordance with the provisions of this Section 6Article 3(i)(ii) above.

Margin Maintenance. a. (a) If at any time the Market aggregate outstanding amount of the Purchase Price of the Note is greater than the Asset Value of any Purchased Mortgage Loan subject to a Transaction is less than Buyer's Margin Amount or the Maximum Purchase Price for such the related Transaction (such excess, a "“Margin Deficit"”), then Buyer may Administrative Agent may, and, at the direction of all Buyers, shall, by notice to any Seller Sellers require Sellers to transfer to Buyer Administrative Agent cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”). b. (b) Notice delivered pursuant to Section 6(a2.05(a) may be given by any written or electronic means. Any With respect to a Margin Call, any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on 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 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 are referred to as satisfied, no later than 5:00 p.m. (New York City time) on the "Margin Deadlines")second (2nd) Business Day following the date of such notice. 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. Sellers 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 Buyer's Administrative Agent’s rights under this Agreement or otherwise existing by law or in any way create additional rights for the Sellers. c. (c) In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loanexists, Buyer Administrative Agent may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) shall may be held by Buyer Administrative Agent against the related Margin Deficit and or (ii) may be applied by Buyer Administrative Agent against any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfiedPurchase Price. Notwithstanding the foregoing, the Buyer Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 62.05.

Margin Maintenance. a. If at any time the Market Value of any Purchased Mortgage Loan subject to a Transaction is less than Buyer's Margin Amount for such Transaction (a "Margin Deficit"), then Buyer may by notice to any Seller require Sellers Seller to transfer to Buyer cash or Eligible Mortgage Loans satisfactory to Buyer in its sole discretion ("Additional Purchased Mortgage Loans") in an amount at least equal to the Margin Deficit (such requirement, a "Margin Call")) . b. Notice delivered pursuant to Section 6(a) may be given by any written or electronic means. Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, 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. Sellers 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 SellersSeller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against 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 6.

Margin Maintenance. a. (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 Purchased Asset, Purchaser may, by notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller to make a cash payment in reduction of the Repurchase Price of such Purchased Asset, so that after giving effect to such payment, no Margin Deficit shall exist with respect to such Purchased Asset. Seller shall have the opportunity to challenge the reduction of the Market Value of any Purchased Mortgage Loan subject Asset by requesting that Purchaser, at Seller’s sole cost and expense, order (i) if such reduction in Market Value is related to a Transaction reduction in the value of the related Mortgaged Property, a third-party appraisal of the related Mortgaged Property or Mortgaged Properties or (ii) if such reduction is less than Buyer's otherwise related to a reduction in the value of the Purchased Asset, a third-party valuation of the fair market value of the Purchased Asset. In the interim period while Purchaser is awaiting receipt of and considering such appraisal or valuation, Seller shall post with Purchaser the Margin Amount. In the event that Purchaser subsequently determines that a Credit Event has not occurred or that a Margin Deficit does not exist, the Margin Amount for shall be returned to Seller (or such Transaction (a "portion thereof as reflects the decrease in the applicable Margin Deficit"), then Buyer may by notice to any Seller require Sellers to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a "Margin Call"). b. Notice delivered pursuant to Section 6(a(b) may be If a Margin Call is given by Purchaser on any written means. 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 at or prior to 12 p.m. (New York City time), Seller shall (at Seller’s election) on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and utilize one of any combination of the related Margin Call satisfied, following by no later than 5:00 p.m. (New York City time) on the immediately following Business Day (the foregoing time requirements “Margin Deadline”) (for satisfaction the avoidance of doubt if a Margin Call are referred 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), so that after giving effect to such transfer, payment or repurchase, no Margin Deficit shall be outstanding: (A) transfer to Purchaser cash collateral or a letter of credit issued by an institution approved by the Purchaser and in form and substance acceptable to Purchaser in its sole discretion in an amount equal to the Margin Deficit, (B) repurchase one of more Purchased Assets pursuant to Article 3(d), or (C) transfer to Purchaser cash in an amount equal to so much of the Margin Deficit as Seller is able to fund through Unrestricted Cash as of the "Margin Deadlines"Deadline. If Seller exercises the option described in Article 4(b)(C), and the required cash payment to Purchaser exceeds the Unrestricted Cash available to the Seller to make such payment by the Margin Deadline, then so long as Seller or Guarantor delivers a written certification to the Purchaser on such date of the Margin Call providing evidence satisfactory to the Purchaser in its reasonable good faith discretion that Seller has access to cash, whether through a capital call by the Guarantor to its limited partners, a sale of assets, a draw on a subscription or similar facility, or otherwise, in an amount equal to satisfy the Margin Deficit in full within three (3) Business Days following the related Margin Deadline, then no later than 5:00 p.m. (New York City time) on the third (3rd) Business Day following the related Margin Deadline, Seller shall transfer to Purchaser cash in an amount equal to the remaining outstanding Margin Deficit, if any; provided, however, that (i) until such Margin Deficit has been satisfied in full, Seller shall notify Purchaser in writing within one (1) Business Day in the event that Guarantor receives notice of a margin call (or similar exercise of remedies) with respect to any other credit facility for which Guarantor is a guarantor and (ii) to the extent that Seller or Guarantor, as applicable, apply any amounts designated as Unrestricted Cash for the satisfaction of any margin call deficit made after the related Margin Deadline in respect of any other credit facility of Seller or Guarantor, as applicable(or similar exercise of remedies), the remaining outstanding Margin Deficit shall become immediately due and payable to Purchaser. To the extent the Guarantor makes a capital call in order to satisfy the Margin Deficit, the failure of the limited partners of Guarantor to honor any capital call by Guarantor within the time set forth herein, and to the extent the related Margin Call is not otherwise satisfied by Seller, shall constitute an immediate Event of Default. (c) 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. 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 date or in any way create additional rights for SellersSeller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against 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 6.

Margin Maintenance. a. (a) If at any time the Market aggregate outstanding amount of the Purchase Price of the Note is greater than the related Asset Value of or the Maximum Purchase Price (any Purchased Mortgage Loan subject to such excess, a Transaction is less than Buyer's Margin Amount for such Transaction (a "“Margin Deficit"”), then Buyer may Administrative Agent may, and, at the direction of all Buyers, shall, by notice to any Seller require Sellers Seller to transfer to Buyer Administrative Agent cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”). b. (b) Notice delivered pursuant to Section 6(a2.05(a) may be given by any written or electronic means. Any With respect to a Margin Call, any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on 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. (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. Sellers 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 Buyer's Administrative Agent’s rights under this Agreement or otherwise existing by law or in any way create additional rights for SellersSeller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against 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 6.

Margin Maintenance. a. If at any time the Market Value outstanding Purchase Price of any Purchased Mortgage Loan subject to a Transaction is less greater than Buyer's Margin Amount for the Asset Value of such Purchased Mortgage Loan subject to a Transaction (a "“Margin Deficit"”), then Buyer may by notice to any Seller require Sellers Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call").”) .. b. Notice delivered pursuant to Section 6(a) may be given by any written or electronic means. Any With respect to all 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. Sellers 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 SellersSeller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit 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, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. a. If at any time the Market Value outstanding Purchase Price of any Purchased Mortgage Loan subject to a Transaction is less greater than Buyer's Margin Amount for the Asset Value of such Purchased Mortgage Loan subject to a Transaction (a "“Margin Deficit"”), then Buyer Administrative Agent may by notice to any Seller Sellers require Sellers to transfer to Buyer 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) immediately below. LEGAL02/41216309v6 b. Notice delivered pursuant to Section 6(a) may be given by any written means. Any Except 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 (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. 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 Buyer's Administrative Agent’s or Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellers. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer Administrative Agent may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) shall be held by Buyer Administrative Agent against the related Margin Deficit and (ii) may be applied by Buyer Administrative Agent against any Purchased Mortgage Loan for which the related 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, the Buyer Administrative Agent retains the right, in its sole good faith discretion, to make a Margin Call in accordance with the provisions of this Section 6. d. If at any time the Asset Value of the aggregate of all Purchased Mortgage Loans subject to a Transaction hereunder as of any date of determination is greater than the aggregate Purchase Price of all Purchased Mortgage Loans subject to a Transaction hereunder as of such date (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 Price in an amount equal to the lesser of (x) such Margin Excess and (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 Deficit. LEGAL02/41216309v6

Margin Maintenance. a. If (a) Purchaser may, at any time its option in its sole and absolute discretion, re-determine the Market Value of for any Purchased Mortgage Loan subject Asset in accordance with the definition of Market Value. If there exists a Margin Deficit Event with respect to a Transaction is less than Buyer's Margin Amount for such Transaction (a "Margin Deficit")any Purchased Asset, then Buyer may Purchaser may, by notice to any Seller Sellers substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Sellers to transfer make a cash payment in reduction of the Repurchase Price of such Purchased Asset so that after giving effect to Buyer cash in an amount at least equal to the such payment, no Margin Deficit (shall exist or be deemed to exist with respect to such requirement, a "Margin Call")Purchased Asset. b. Notice delivered pursuant to Section 6(a(b) may be If a Margin Call is given by Purchaser under Article 4(a) on any written means. Any notice given before 10:00 a.m. Business Day at or prior to 12:00 noon (New York City time) on a Business Day ), Sellers shall be met, and cure the related Margin Call satisfied, no later than 5:00 p.m. (New York City timeDeficit as provided in Article 4(a) 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, by no later than 5:00 p.m. (New York City time) on the following next succeeding Business Day (Day. For the foregoing time requirements for satisfaction avoidance of doubt, if a Margin Call are referred is given by Purchaser under Article 4(a) on any Business Day after 12:00 noon (New York City time), such Margin Call shall be considered given prior to such time on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced and (ii) the event that resulted in such reduction in Market Value has been cured or otherwise remedied such that the Margin Amount 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 excess, the “Margin Deadlines"Excess”), 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 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; (ii) immediately after giving effect to the requested Purchase Price increase, the aggregate outstanding Purchase Price of the related Purchased Asset shall not exceed (x) the Margin Amount of such Purchased Asset and (y) in the case of a Sidecar Asset, the amount of the related Sidecar Facility with respect to such Sidecar 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 (including, for the avoidance of doubt, in respect of Sidecar Assets) 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 Event shall exist immediately prior to or after giving effect to the requested Purchase Price increase (other than any Margin Deficit Event that would be cured as a result of the application of proceeds of such Purchase Price increase as directed by Seller); and (vii) all representations and warranties (except to the extent set forth in the Requested Exceptions 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). (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. 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 date or in any way create additional rights for Sellersany Seller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against 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 6.

Margin Maintenance. a. If at any time the aggregate Market Value of any all Purchased Mortgage Loan Assets subject to a Transaction all Transactions is less than the aggregate Buyer's ’s Margin Amount for all such Transaction Transactions (a "“Margin Deficit"”), then Buyer may by notice to any the related Seller require Sellers the related Seller in such Transactions to transfer to Buyer cash in an amount at least so that the cash and aggregate Market Value of the Purchased Assets will thereupon equal to the or exceed such aggregate Buyer’s Margin Deficit Amount (such requirement, a "“Margin Call"”). b. Notice delivered required pursuant to Section 6(a) may be given by any written meansmeans provided in Section 35 hereof. Any notice given before 10:00 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 such Business Day; notice given after 10:00 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 Business Day (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. Sellers The related Seller, the 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 Sellersthe related Seller or the Guarantor. c. In If the event that Sellers and the Guarantor fail to cure a Margin Deficit exists with respect up to any Purchased Mortgage Loanthe Maximum Recourse Amount within the time period set forth in subsection (b) above, such failure shall be considered an Event of Default under Section 18 of this Agreement. If the Sellers and the Guarantor fail to cure the amount of a Margin Deficit that is in excess of the Maximum Recourse Amount (the “Excess Deficit Amount”) within the time period set forth in subsection (b) above, all collections on Eligible Assets that are subject to this Agreement must be immediately deposited by Seller into a controlled account (the “Buyer Controlled Account”) for the benefit of the Buyer. The Buyer may retain use such collections in the Buyer Controlled Account to satisfy any amount owed to Buyer under this Agreement, including, but not limited to, the Excess Deficit Amount. The Sellers and the Guarantor shall have five (5) calendar days to pay the Excess Deficit Amount to the Buyer by wire transfer in immediately available funds received by it (such time period, the “Excess Deficit Amount Grace Period”) to which Buyer, provided that no Event of Default exists under this Agreement. If the Sellers would otherwise be entitled hereunderand the Guarantor fail to provide the Excess Deficit Amount to Buyer prior to the end of such Excess Deficit Amount Grace Period, which funds (i) such failure shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against 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 considered an Event of Termination under Section 18 of this Section 6Agreement (but not an Event of Default).

Margin Maintenance. a. If at any time the Market Value of any the Purchased Mortgage Loan Loans subject to a Transaction Transactions is less than Buyer's ’s Margin Amount for such Transaction all Transactions (a "“Margin Deficit"”), then Buyer may by notice to any Seller require Sellers to 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"”). b. Notice delivered pursuant to Section 6(a) may be given by any written means. 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. 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 Sellers. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loanexists, Buyer may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against 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 6.

Margin Maintenance. a. If at any time the Market Value outstanding Purchase Price of any Purchased Mortgage Loan subject to a Transaction is less greater than Buyer's Margin Amount for the Asset Value of such Purchased Mortgage Loan subject to a Transaction (a "“Margin Deficit"”), then Buyer Administrative Agent may by notice to any Seller require Sellers Seller to transfer to Buyer Administrative Agent for the benefit of Buyers cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”). b. Notice delivered pursuant to Section 6(a6.a) above may be given by any written or electronic means. Any notice given before 10:00 a.m. 1:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. 1:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 1:00 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. Sellers 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 Buyer's Administrative Agent’s or Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for SellersSeller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer Administrative Agent may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer Administrative Agent on behalf of the Buyers against the related Margin Deficit and (ii) may be applied by Buyer Administrative Agent against the Repurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6. d. If at any time the Asset Value (assuming for purposes of this subsection that Asset Value does not exceed the unpaid principal balance of the related Purchased Mortgage Loan) of any Purchased Mortgage Loan subject to a Transaction hereunder as of any date of determination is greater than the Purchase Price (assuming for purposes of this subsection that Purchase Price does not exceed the unpaid principal balance of the related Purchased Mortgage Loan) for such Purchased Mortgage Loan for a Transaction (a “Margin Excess”), then Seller may, by delivery of written notice to Administrative Agent by 10:00 a.m. (New York Time) on any Business Day (an “Excess Margin Notice”), request that Administrative Agent reallocate the Purchase Price of Purchased Mortgage Loans with such Margin Excess in order to facilitate the release of other Purchased Mortgage Loans which, following such reallocation, will have a Purchase Price of zero. Administrative Agent shall not be obligated to remit Margin Excess or release Purchased Mortgage Loans pursuant to the above to the extent (A) it would cause the outstanding Purchase Price to exceed the Maximum Committed Purchase Price; (B) a Default or Event of Default has occurred and is continuing or would exist after such action by Administrative Agent; (C) such action would be inconsistent with Administrative Agent’s determination of Asset Value in accordance with this Agreement; or (D) such action would cause a Margin Deficit.

Margin Maintenance. a. (a) If at any time the Market Aggregate Facility Purchase Price is greater than the aggregate Asset Value of any all Purchased Mortgage Loan Loans subject to Transactions (the positive amount of such difference, a Transaction is less than Buyer's Margin Amount for such Transaction (a "“Margin Deficit"”), and such Margin Deficit is greater than the Minimum Margin Threshold, then Buyer may by written notice to any Seller (as such notice is more particularly set forth below, a “Margin Call”), require Sellers Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirementamount, a "“Margin Call"Payment”); provided, that, notwithstanding the foregoing, Buyer may determine the Asset Value and any related Margin Deficit on an individual loan basis for any Purchased Mortgage Loan, in which event it shall, upon receipt, apply all amounts received with respect to any individual Purchased Mortgage Loans against the Purchase Price thereof. b. Notice delivered pursuant (b) If Buyer delivers a Margin Call to Section 6(a) may be given by any written means. Any notice given before 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, Payment to Buyer or its designee no later than 5:00 5:30 p.m. (New York City time) on such Business Day; notice given . In the event Buyer delivers a Margin Call to Seller after 10:00 a.m. (New York City time) on a 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 Day. (c) Seller shall transfer any Margin Payment to 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 account of Buyer to do so at a later date. Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer's rights under is referenced in Section 10(a) of this Agreement or otherwise existing by law or in any way create additional rights for SellersAgreement. c. (d) In the event that a Margin Deficit exists with respect to any Purchased Mortgage LoanLoans, Buyer may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit 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, the Buyer ▇▇▇▇▇ retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 67. (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 of this Agreement 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.

Margin Maintenance. a. If at any time the Market Value outstanding Purchase Price of any Purchased Mortgage Loan Certificate or Contributed Asset subject to a Transaction is less greater than Buyer's Margin Amount for the Asset Value of such Purchased Certificate or Contributed Asset subject to a Transaction (a "“Margin Deficit"”), then Buyer Administrative Agent may by notice to any Seller require Sellers such Seller to transfer to Buyer Administrative Agent for the benefit of Buyers cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”), such amount to be applied to reduce the Purchase Price of the affected Contributed Asset, as applicable. b. Notice delivered pursuant to Section 6(a) 6.a above may be given by any written or electronic means. Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, 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 2:00 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. 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 Buyer's Administrative Agent’s or Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellerseach Seller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage LoanCertificate or Contributed Asset, Buyer Administrative Agent may retain any funds received by it to which the Sellers each Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer Administrative Agent acting on behalf of Buyers against the related Margin Deficit and (ii) may be applied by Buyer Administrative Agent acting on behalf of Buyers against the Purchase Price of any Purchased Mortgage Loan Certificate or Contributed Asset for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. a. If at any time the Market Value of outstanding Purchase Price allocated to any Purchased Asset, Contributed REO Property or Transaction Mortgage Loan subject to a Transaction is less greater than Buyer's Margin Amount for the Asset Value allocated to such Purchased Asset, Contributed REO Property or Transaction Mortgage Loan subject to a Transaction (a "“Margin Deficit"”), then Buyer may by notice to any Seller require Sellers Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”). b. Notice delivered pursuant to Section 6(a) 6.a above may be given by any written or electronic means. Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, 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. Sellers 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 SellersSeller. c. In the event that a Margin Deficit exists with respect to any Purchased Asset, Contributed REO Property or Transaction Mortgage Loan, Buyer may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) 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 any the Allocated 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 6.

Margin Maintenance. a. If at any time the Market Value of any Purchased Mortgage Loan Asset subject to a Transaction is less than Buyer's Margin Amount for such Transaction (a "Margin Deficit"), then Buyer may by notice to any Seller require Sellers to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a "Margin Call"). b. Notice delivered pursuant to Section 6(a) may be given by any written means. 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. Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer's rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellers. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage LoanAsset, Buyer may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against any Purchased Mortgage Loan 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 6.

Margin Maintenance. a. If at any time the Market Value outstanding Purchase Price of any Purchased Mortgage Loan subject to a Transaction is less greater than Buyer's Margin Amount for the Asset Value of such Purchased Mortgage Loan subject to a Transaction (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 any Seller require Sellers Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”). b. Notice delivered pursuant to Section 6(a) 6.a above may be given by any written meansor electronic means at the address or email address set forth in Section 20. Any notice given before 10:00 a.m. 12:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. 12:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 1:00 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. Sellers 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 SellersSeller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit 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, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. a. If (a) Purchaser may, at any time its option in its sole and absolute discretion, re-determine the Market Value for any Mortgaged Property securing a Purchased Asset in accordance with the definition of Market Value. If (i) there exists a Margin Deficit Event with respect to any Purchased Mortgage Loan subject Asset, and (ii) the related Margin Deficit equals an amount greater than the Margin Deficit Threshold with respect to a Transaction is less than Buyer's Margin Amount for such Transaction (a "Margin Deficit")Purchased Asset, then Buyer may Purchaser may, by notice to any Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Sellers Seller to transfer to Buyer make a cash payment in an amount at least equal reduction of the Repurchase Price of such Purchased Asset or, to the extent approved by Purchaser in its sole and absolute discretion, to deliver other assets to Purchaser so that after giving effect to such payment or delivery, no Margin Deficit (shall exist with respect to such requirement, a "Margin Call")Purchased Asset. b. Notice delivered pursuant to Section 6(a(b) may be If a Margin Call is given by Purchaser under Article 4(a) on any written means. Any notice given before 10:00 a.m. Business Day at or prior to 12:00 noon (New York City time) on a Business Day ), Seller shall be met, and cure the related Margin Call satisfied, no later than 5:00 p.m. Deficit(s) (New York City time) on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day shall which may be met, and by repurchasing the related Margin Call satisfied, 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 following next Business Day (Day. For the foregoing time requirements for satisfaction avoidance of doubt, if a Margin Call are referred 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 as such time on the "Margin Deadlines"). immediately following Business Day. (c) 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. 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 date or in any way create additional rights for SellersSeller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against 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 6.

Margin Maintenance. a. Administrative Agent shall determine the Market Value of any applicable Purchased Asset on any date. b. If at any time the Market sum of (i) the aggregate Asset Value of any all of the Purchased Mortgage Loan Assets subject to a Transaction Transactions and (ii) the Hedge Value, if any, is less than Buyer's Margin Amount the aggregate Purchase Price for such Transaction then outstanding Transactions (a "an “Asset 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 any Seller require Sellers Seller to transfer to Buyer 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. b. 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 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 Purchased Assets that exceeded its respective Concentration Limit. d. Notice delivered pursuant to Section 6(aSections 6(b) or 6(c) may be given by any written means. 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 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. Sellers 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 Buyer's Administrative Agent’s or Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for SellersSeller, 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 exists with respect to any Purchased Mortgage LoanAsset, Buyer Administrative Agent may retain any funds received by it to which the Sellers Seller (or in the case of any Pledged Hedge, Pledgor) would otherwise be entitled hereunderhereunder (or under any other Program Agreements), which funds (i) shall be held by Buyer Administrative Agent against the related Margin Deficit (until such time as such Margin Deficit shall no longer exist) and (ii) may be applied by Buyer Administrative Agent against the Purchase Price of any Purchased Mortgage Loan Asset for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. a. If at any time the Market Value outstanding Purchase Price of any Purchased Mortgage Loan subject to a Transaction is less greater than Buyer's Margin Amount for the Asset Value of such Purchased Mortgage Loan subject to a Transaction (a "“Margin Deficit"”), then Buyer Administrative Agent may by notice to any Seller require Sellers Seller to transfer to Buyer Administrative Agent for the benefit of Buyers cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”). b. Notice delivered pursuant to Section 6(a) above may be given by any written or electronic means. Any notice given before 10:00 a.m. 1:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. 1:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 1:00 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. Sellers 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 Buyer's Administrative Agent’s or Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for SellersSeller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer Administrative Agent may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer Administrative Agent against the related Margin Deficit and (ii) may be applied by Buyer Administrative Agent against the Repurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6. d. If at any time the Asset Value (assuming for purposes of this subsection that Asset Value does not exceed the unpaid principal balance of the related Purchased Mortgage Loan) of any Purchased Mortgage Loan subject to a Transaction hereunder as of any date of determination is greater than the Purchase Price (assuming for purposes of this subsection that Purchase Price does not exceed the unpaid principal balance of the related Purchased Mortgage Loan) for such Purchased Mortgage Loan for a Transaction (a “Margin Excess”), then Seller may, by delivery of written notice to Administrative Agent by 10:00 a.m. (New York Time) on any Business Day (an “Excess Margin Notice”), request that Administrative Agent reallocate the Purchase Price of Purchased Mortgage Loans with such Margin Excess in order to facilitate the release of other Purchased Mortgage Loans which, following such reallocation, will have a Purchase Price of zero. Administrative Agent shall not be obligated to remit Margin Excess or release Purchased Mortgage Loans pursuant to 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 is continuing or would exist after such action by Administrative Agent; (C) such action would be inconsistent with Administrative Agent’s determination of Asset Value in accordance with this Agreement; or (D) such action would cause a Margin Deficit.

Margin Maintenance. a. (a) If at any time the Market aggregate outstanding amount of the Purchase Price of the Note is greater than the Asset Value of any Purchased Mortgage Loan subject to a Transaction is less than Buyer's Margin Amount for such the related Transaction (such excess, a "“Margin Deficit"”), then Buyer may by notice to any Seller require Sellers Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”). b. (b) Notice delivered pursuant to Section 6(a2.05(a) may be given by any written or electronic means. Any With respect to a Margin Call, any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on 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 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. Sellers 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 SellersSeller. c. (c) In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loanexists, Buyer may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall may be held by Buyer against the related Margin Deficit and or (ii) may be applied by Buyer against any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfiedPurchase 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 62.05.

Margin Maintenance. a. (a) If at any time the aggregate Market Value of any all Purchased Mortgage Loan Loans subject to a Transaction all Transactions is less than Buyer's the aggregate MV Margin Amount for all such Transaction Transactions (such event, a "“Margin Deficit"”), then Buyer may may, by notice to any Seller, require Seller require Sellers in such Transactions to transfer to Buyer cash in an amount or, at least 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 to the or exceed such aggregate MV Margin Deficit Amount (such either requirement, a "“Margin Call"”); provided that if Seller transfers cash, Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date. b. (b) Notice delivered required pursuant to Section 6(a) may be given by any written meansmeans provided in Section 21 hereof. Any notice given before 10:00 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 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 same Business Day. Any notice given on a Business Day following 11:00 a.m. (New York City time) shall be met, and the related Margin Call satisfied, no later than 1:00 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")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. Sellers 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 SellersSeller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against 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 6.

Margin Maintenance. a. If at any time the Market Value of any Purchased Mortgage Loan subject to a Transaction is less than Buyer's ’s Margin Amount for such Transaction (a "“Margin Deficit"”), then Buyer may by notice to any Seller require Sellers Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call")”) . b. Notice delivered pursuant to Section 6(a) above may be given by any written or electronic means. Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, 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. Sellers 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 SellersSeller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit 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, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. a. (a) If at any time the Market aggregate outstanding amount of the Purchase Price of the Note is greater than the Asset Value of any Purchased Mortgage Loan subject to a Transaction is less than Buyer's Margin Amount for such the related Transaction (such excess, a "“Margin Deficit"”), then Buyer the Administrative Agent may by notice to any Seller require Sellers Seller to 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"”). b. (b) Notice delivered pursuant to Section 6(a2.05(a) may be given by any written or electronic means. Any With respect to a Margin Call, any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on 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. (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. Sellers 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 SellersSeller. c. (c) In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loanexists, Buyer may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall may be held by Buyer against the related Margin Deficit and (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 any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfiedPurchase 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 62.05.

Margin Maintenance. a. (a) If at any time the Market Value aggregate outstanding amount of any Purchased Mortgage Loan subject to a Transaction the Purchase Price of the Note is less than Buyer's the Margin Amount for such the related Transaction (such excess, a "“Margin Deficit"”), then Buyer may by notice to any Seller require Sellers Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”). b. (b) Notice delivered pursuant to Section 6(a2.05(a) may be given by any written or electronic means. Any With respect to a Margin Call, any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on 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. (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. Sellers 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 SellersSeller. c. (c) In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loanexists, Buyer may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall may be held by Buyer against the related Margin Deficit and or (ii) may be applied by Buyer against any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfiedPurchase 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 62.05.

Margin Maintenance. a. If at any time the Market Value outstanding Purchase Price of any Purchased Mortgage Loan Asset and Contributed Asset subject to a Transaction is less greater than Buyer's Margin Amount for the Asset Value of such Purchased Asset and Contributed Asset subject to a Transaction (a "“Margin Deficit"”), then Buyer Administrative Agent may by notice to any Seller require Sellers Seller to transfer to Buyer Administrative Agent for the benefit of Buyers cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”). b. Notice delivered pursuant to Section 6(a) 6.a above may be given by any written or electronic means. Any notice given (i) before 10:00 a.m. [***] (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. [***] (New York City time) on such Business Day; notice given Day and (ii) after 10:00 a.m. [***] (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 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. Sellers 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 Buyer's Administrative Agent’s or Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for SellersSeller. Any cash transferred to Buyer pursuant to Section 6.b shall be credited to the Repurchase Price of the related Transaction. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage LoanAsset or Contributed Asset, Buyer Administrative Agent may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer Administrative Agent against the related Margin Deficit and (ii) may be applied by Buyer Administrative Agent against the Repurchase Price of any such Purchased Mortgage Loan Asset or Contributed Asset for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. a. (a) If at any time the aggregate Market Value of any all Purchased Mortgage Loan Loans subject to a Transaction all Transactions is less than Buyer's the aggregate MV Margin Amount for all such Transaction Transactions (such event, a "“Margin Deficit"”), then Buyer may may, by notice to any Seller, require Seller require Sellers in such Transactions to transfer to Buyer cash in an amount or, at least 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 to the or exceed such aggregate MV Margin Deficit Amount (such either requirement, a "“Margin Call"”); provided that if Seller transfers cash, Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date. b. (b) Notice delivered required pursuant to Section 6(a) may be given by any written meansmeans provided in Section 21 hereof. Any notice given before 10:00 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 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 same Business Day. Any notice given on a Business Day following 11:00 a.m. (New York City time) shall be met, and the related Margin Call satisfied, no later than 1:00 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")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. Sellers 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 SellersSeller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against 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 6.

Margin Maintenance. a. (a) If at any time a Margin Deficit Event has occurred as a result of the Market Value occurrence of any Purchased Mortgage Loan subject to a Transaction is less than Buyer's Margin Amount for such Transaction (a "Margin Deficit")Credit Event, then Buyer may by notice to any Seller require Sellers to transfer to Buyer cash in an amount at least equal to the form of Exhibit VII (a “Margin Deficit Notice”), make a margin call to Seller (such requirement, a "“Margin Call"”). b. Notice delivered pursuant to Section 6(a) may be given by any written means. Any notice given before 10:00 a.m. (New York City time) on Upon receipt of a Business Day shall be metMargin Deficit Notice, and the related Margin Call satisfiedSeller shall, no later than 5:00 p.m. the Margin Deadline be required to either: (New York City timei) on repurchase the Purchased Asset giving rise to such Business Day; notice given after 10:00 a.m. Margin Deficit at its Repurchase Price, (New York City timeii) on make a Business Day shall be metpayment in reduction of the outstanding Purchase Price for such Purchased Asset, and (iii) subject to the satisfaction of the Margin Excess Requirements, use any applicable Margin Excess to satisfy the related Margin Call satisfiedDeficit by increasing the Purchase Price of one or more Purchased Assets for which Margin Excess exists by the amount of available Margin Excess up to the amount of the Margin Deficit, or (iv) choose any combination of the foregoing, as Seller may elect, such that, after giving effect to such transfers, repurchases and payments, no later than 5:00 p.m. (New York City time) on the following Business Day (the foregoing time requirements for satisfaction of Margin Deficit shall exist, provided that if a Margin Call are referred Maintenance Event has occurred and is continuing, Seller shall satisfy the applicable Margin Deficit in accordance with Section 6 of the Fee Letter. For the avoidance of doubt, Buyer may determine if a Credit Event or Margin Deficit Event has occurred, at any time and from time to as the "Margin Deadlines"). time, in its sole good faith discretion. (b) The failure of Buyer, on any one or more occasions, to exercise its rights hereunderhereunder (including the right to make Margin Calls and determine the existence of a Credit Event or a Margin Deficit Event), shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Sellers 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 SellersSeller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against 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 6.

Margin Maintenance. a. If at any time the Market Value of outstanding Purchase Price allocated to any Purchased Mortgage Loan Asset subject to a Transaction is less greater than Buyer's Margin Amount for the Asset Value of such Purchased Asset subject to a Transaction (a "“Margin Deficit"”), then Buyer Administrative Agent may by notice to any Seller require Sellers Seller to transfer to Buyer Administrative Agent for the benefit of Buyers cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”). b. Notice delivered pursuant to Section 6(a) above may be given by any written or electronic means. Any notice given before 10:00 a.m. 12:00 noon (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. 12:00 noon (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. 12:00 noon (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. Sellers 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 Buyer's Administrative Agent’s or Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for SellersSeller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage LoanAsset, Buyer Administrative Agent may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer Administrative Agent against the related Margin Deficit and (ii) may be applied by Buyer Administrative Agent against the Repurchase Price of any Purchased Mortgage Loan Asset for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. a. (a) If at any time the Market aggregate outstanding amount of the Purchase Price of the Note is greater than the related Asset Value of any Purchased Mortgage Loan subject to (such excess, a Transaction is less than Buyer's Margin Amount for such Transaction (a "“Margin Deficit"”), then Buyer may by notice to any Seller require Sellers Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”). b. (b) Notice delivered pursuant to Section 6(a2.05(a) may be given by any written or electronic means. Any With respect to a Margin Call, any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on 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. (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. Sellers 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 SellersSeller. c. (c) In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loanexists, Buyer may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall may be held by Buyer against the related Margin Deficit and or (ii) may be applied by Buyer against any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfiedPurchase 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 62.05.

Margin Maintenance. a. If at any time the aggregate Market Value of any all Purchased Mortgage Loan Assets subject to a Transaction all Transactions is less than the aggregate Buyer's Margin Amount for all such Transaction Transactions (such event, a "Margin Deficit"), then Buyer may by notice to any Seller the Sellers require the Sellers in such Transactions to transfer to Buyer either cash or additional Eligible Assets acceptable to Buyer in an amount at least equal its sole discretion ("Additional Purchased Assets") within one (1) Business Day of such notice by Buyer (it being understood that the transfer of additional Eligible Assets to the Custodian and not the review by the Custodian of the additional Eligible Assets and subsequent issuance by the Custodian of a Trust Receipt shall satisfy the requirement to "transfer additional Eligible Assets"), so the cash and aggregate Market Value of the Purchased Assets including any such Additional Purchased Assets will thereupon equal or exceed the aggregate Buyer's Margin Deficit Amount (such requirement, a "Margin Call"). b. Notice delivered required pursuant to Section 6(a) may be given by any written meansmeans provided in Section 36 hereof. Any notice given before 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 4:00 p.m. (New York City time) time on such Business Day; notice given after 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 4:00 p.m. (New York City time) time on the following Business Day (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. Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer's rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellers. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against 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 6.

Margin Maintenance. a. If (a) Purchaser may, at any time its option in its sole discretion, re-determine the Market Value of for any Purchased Mortgage Loan subject Asset in accordance with the definition of Market Value. Upon the occurrence of a Margin Deficit Event with respect to a Transaction is less than Buyer's Margin Amount for such Transaction (a "Margin Deficit")any Purchased Asset, then Buyer may Purchaser may, by notice to any Seller Sellers substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Sellers to transfer (i) at the option of Sellers, make a cash payment (in the Applicable Currency of the related Purchased Asset) or apply Margin Excess in reduction of the Repurchase Price of such Purchased Asset (in the Applicable Currency of the related Purchased Asset) or (ii) at the option of Purchaser, deliver additional Eligible Assets to Buyer cash Purchaser, in an amount at least equal each case, so that after giving effect to the such payment, application or delivery, no Margin Deficit (shall exist with respect to such requirement, a "Margin Call")Purchased Asset. b. Notice delivered pursuant to Section 6(a(b) may be If a Margin Call is given by Purchaser under Article 4(a) on any written means. Any notice given before 10:00 a.m. Business Day at or prior to 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, no later than 5:00 p.m. (New York City timeDeficit as provided in Article 4(a) 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, by no later than 5:00 p.m. (New York City time) on the following next succeeding Business Day (the foregoing time requirements for satisfaction of Day. If a Margin Call are referred is given by Purchaser under Article 4(a) on any Business Day after noon (New York City time or, with respect to a Foreign Purchased Asset, London time), Sellers shall cure the related Margin Deficit as provided in Article 4(a) by no later than 5:00 p.m. (New York City time or, with respect to a Foreign Purchased Asset, London time) on the "Margin Deadlines"). second succeeding Business Day. (c) 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. 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 date or in any way create additional rights for Sellersany Seller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against 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 6.

Margin Maintenance. a. If at (a) If, on any time the Market Value of any Purchased Mortgage Loan subject Business Day with respect to a Transaction Non-Performing Asset, a Purchase Price Margin Deficit is less than Buyer's Margin Amount for continuing, then the applicable Seller shall, within two (2) Business Days after written notice from Administrative Agent (or, if such Transaction 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 Administrative Agent ) (a "“Purchase Price Margin Deficit"Call”), then Buyer may by notice elect in such Seller’s sole discretion to any Seller require Sellers to (i) transfer to Buyer cash Administrative Agent, on behalf of Buyers, immediately available funds in the Applicable Currency in an amount at least equal sufficient to cure such Purchase Price Margin Deficit or (ii) repurchase the applicable Non-Performing Asset. Any additional cash transferred to Administrative Agent, on behalf of ▇▇▇▇▇▇, pursuant to this Section 4(a) with respect to the Purchased Assets shall be applied by Administrative Agent, on behalf of Buyers,, as determined by Administrative Agent in its sole and absolute discretion, to reduce such Purchase Price Margin Deficit (such requirement, a "Margin Call")Deficit. b. Notice delivered pursuant to Section 6(a(b) may be given by any written means. 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 BuyerAdministrative Agent, 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 Administrative Agent to do so at a later date. Sellers Seller and Buyer Administrative Agent each agree that a failure or delay by Buyer Administrative Agent to exercise its rights hereunder under this Section 4 shall not limit or waive Buyer's Administrative Agent’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellers. c. Seller. In the event that a Purchase Price Margin Deficit exists with respect to any Purchased Mortgage Loanexists, Buyer Administrative Agent may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer Administrative Agent against the Purchase Price of any Purchased Mortgage Loan Asset(s) for which the related Purchase Price Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer Administrative Agent 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 64. (c) For the avoidance of doubt, with respect to this Section 4, any such payments and/or reductions shall be made by the applicable Seller in the Applicable Currency of the related Purchased Asset with respect to which such Purchase Price Margin Deficit exists.

Margin Maintenance. a. (a) If at any time the Market Value aggregate outstanding amount of any Purchased Mortgage Loan subject to the Purchase Price exceeds the Asset Base in effect at such time, as determined by Administrative Agent (such excess, a Transaction is less than Buyer's Margin Amount for such Transaction (a "“Margin Deficit"”), then Buyer Administrative Agent may by notice to any Seller require Sellers Seller to transfer to Buyer Administrative Agent, for the benefit of Buyers, cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”); provided that Seller may, with the consent of Administrative Agent exercised in its sole good faith discretion, pledge additional servicing rights that meet the criteria of Servicing Rights to be pledged hereunder to satisfy such Margin Deficit, in whole or in part, to the extent of the aggregate Asset Value of such servicing rights. b. (b) Notice delivered pursuant to Section 6(a2.05(a) may be given by any written or electronic means. Any With respect to a Margin Call, any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on 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 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. Sellers 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 Administrative Agent’s or any Buyer's ’s rights under this Agreement or otherwise existing by law or in any way create additional rights for SellersSeller. c. (c) In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loanexists, Buyer Administrative Agent may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer Administrative Agent against any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfiedPurchase Price. Notwithstanding the foregoing, the Buyer Administrative Agent retains the right, in its sole good faith discretion, to make a Margin Call in accordance with the provisions of this Section 62.05. (d) If at any time the Asset Base of all Repurchase Assets then pledged hereunder as of any date of determination is greater than the aggregate outstanding Purchase Price with respect to all outstanding Transactions hereunder as of such date (a “Margin Excess”), then Seller may, by delivery of written notice to Administrative Agent by 10:00 a.m. (New York Time) on any Business Day (an “Excess Margin Notice”), request Administrative Agent either to (i) remit additional Purchase Price in an amount equal to the lesser of (x) such Margin Excess and (y) the amount requested by Seller or (ii) reallocate the Purchase Price to pledged Repurchase Assets with Margin Excess in order to release pledged Repurchase Assets which, following such reallocation, will have a Purchase Price allocable to them of zero. Administrative Agent shall not be obligated to remit Margin Excess or release pledged Repurchase Assets pursuant to clause (i) or (ii) above to the extent (A) it would cause the outstanding Purchase Price to exceed the Maximum Purchase Price or otherwise be inconsistent with the requirements or conditions of this Agreement; (B) a Default has occurred and is continuing or would exist after such action by Administrative Agent or (C) such action would cause a Margin Deficit.

Margin Maintenance. a. If at any time the Market Value of outstanding Purchase Price allocated to any Purchased Mortgage Loan Asset or Contributed REO Property subject to a Transaction is less greater than Buyer's Margin Amount for the Asset Value allocated to such Purchased Asset or Contributed REO Property subject to a Transaction (a "“Margin Deficit"”), then Buyer Administrative Agent may by notice to any Seller require Sellers Seller to transfer to Buyer Administrative Agent for the benefit of Buyers cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”).. LEGAL02/37648106v16 b. Notice delivered pursuant to Section 6(a) above may be given by any written or electronic means. Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, 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 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. Sellers 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 Buyer's Administrative Agent’s or Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for SellersSeller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage LoanAsset or Contributed REO Property, Buyer Administrative Agent may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) 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 any the Allocated Repurchase Price related to such Purchased Mortgage Loan Asset or Contributed REO Property for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. a. (a) If at any time (A) either (i) the aggregate Market Value of any all Purchased Mortgage Loan Assets subject to a Transaction all Transactions is less than Buyer's the aggregate MV Margin Amount for all such Transaction Transactions, or (ii) the aggregate unpaid principal balance of the Purchased Assets subject to all Transactions is less than the aggregate Par Margin Amount for all such Transactions (either such event, 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 any Seller Sellers, require Sellers in such Transactions to transfer to Buyer cash within the time period specified in an amount at least Section 6(c) below, so that both (A) the cash and aggregate Market Value of the Purchased Assets will thereupon equal to or exceed such aggregate MV Margin Amount and (B) the cash and aggregate unpaid principal balance of such Purchased Assets, will thereupon equal or exceed such aggregate Par Margin Deficit Amount (either such requirement, a "“Margin Call"”). b. (b) [***] (c) Notice delivered required pursuant to Section 6(a) may be given by any written meansmeans provided in Section 21 hereof. Any notice given before 10:00 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) time on such the next Business Day; . Any notice given after 10:00 on a Business Day following 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 following second Business Day (the foregoing time requirements for satisfaction of a Margin Call are referred to as the "Margin Deadlines")following such notice. 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. 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 Sellers. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding anything contained herein to the foregoing, the 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 is outstanding and has not been cured by Sellers (not taking into account the period provided in accordance with the provisions of this Section 6subsection (b) for Seller to satisfy any Margin Call).

Margin Maintenance. a. (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 Purchased Asset, Purchaser may, by notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller to make a cash payment in reduction of the Repurchase Price of such Purchased Asset, so that after giving effect to such payment, no Margin Deficit shall exist with respect to such Purchased Asset. Seller shall have the opportunity to challenge the reduction of the Market Value of any Purchased Mortgage Loan subject Asset by requesting that Purchaser, at Seller’s sole cost and expense, order (i) if such reduction in Market Value is related to a Transaction reduction in the value of the related Mortgaged Property, a third-party appraisal of the related Mortgaged Property or Mortgaged Properties or (ii) if such reduction is less than Buyer's otherwise related to a reduction in the value of the Purchased Asset, a third-party valuation of the fair market value of the Purchased Asset. In the interim period while Purchaser is awaiting receipt of and considering such appraisal or valuation, Seller shall post with Purchaser the Margin Amount. In the event that Purchaser subsequently determines that a Credit Event has not occurred or that a Margin Deficit does not exist, the Margin Amount for shall be returned to Seller (or such Transaction (a "portion thereof as reflects the decrease in the applicable Margin Deficit"), then Buyer may by notice to any Seller require Sellers to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a "Margin Call"). b. Notice delivered pursuant to Section 6(a(b) may be If a Margin Call is given by Purchaser on any written means. 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 at or prior to 12 p.m. (New York City time), Seller shall (at Seller’s election) on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and utilize one of any combination of the related Margin Call satisfied, following by no later than 5:00 p.m. (New York City time) on the immediately following Business Day (the foregoing time requirements “Margin Deadline”) (for satisfaction the avoidance of doubt if a Margin Call are referred 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), so that after giving effect to such transfer, payment or repurchase, no Margin Deficit shall be outstanding: (A) transfer to Purchaser cash collateral or a letter of credit issued by an institution approved by the Purchaser and in form and substance acceptable to Purchaser in its sole discretion in an amount equal to the Margin Deficit, (B) repurchase one of more Purchased Assets pursuant to Article 3(d), or (C) transfer to Purchaser cash in an amount equal to so much of the Margin Deficit as Seller is able to fund through Unrestricted Cash as of the "Margin Deadlines"Deadline. If Seller exercises the option described in Article 4(b)(C), and the required cash payment to Purchaser exceeds the Unrestricted Cash available to the Seller to make such payment by the Margin Deadline, then so long as Seller or Guarantor delivers a written certification to the Purchaser on such date of the Margin Call providing evidence satisfactory to the Purchaser in its reasonable good faith discretion that Seller has access to cash, whether through a capital call by the Guarantor to its limited partners, a sale of assets or otherwise, in an amount equal to satisfy the Margin Deficit in full within three (3) Business Days following the related Margin Deadline, then no later than 5:00 p.m. (New York City time) on the third (3rd) Business Day following the related Margin Deadline, Seller shall transfer to Purchaser cash in an amount equal to the remaining outstanding Margin Deficit, if any; provided, however, that to the extent that Seller or Guarantor, as applicable, apply any amounts designated as Unrestricted Cash for the satisfaction of any margin call deficit made after the related Margin Deadline in respect of any other credit facility of Seller or Guarantor, as applicable, the remaining outstanding Margin Deficit shall become immediately due and payable to Purchaser. To the extent the Guarantor makes a capital call in order to satisfy the Margin Deficit, the failure of the limited partners of Guarantor to honor any capital call by Guarantor within the time set forth herein, and to the extent the related Margin Call is not otherwise satisfied by Seller, shall constitute an immediate Event of Default. (c) 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. 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 date or in any way create additional rights for SellersSeller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against 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 6.

Margin Maintenance. a. (a) If at any time the Market Value aggregate outstanding amount of any Purchased Mortgage Loan subject to a Transaction the Purchase Price of the Note is less greater than Buyer's the Margin Amount for such the related Transaction (such excess, a "“Margin Deficit"”), then Buyer may by notice to any Seller require Sellers Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”). b. (b) Notice delivered pursuant to Section 6(a2.05(a) may be given by any written or electronic means. Any With respect to a Margin Call, any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on 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. (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. Sellers 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 SellersSeller. c. (c) In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loanexists, Buyer may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall may be held by Buyer against the related Margin Deficit and or (ii) may be applied by Buyer against any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfiedPurchase 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 62.05.

Margin Maintenance. a. If at any time the Market Asset Value of any the Purchased Mortgage Loan Loans subject to a Transaction Transactions is less than Buyer's Margin Amount the then outstanding Purchase Price for such Transaction all Transactions (a "“Margin Deficit"”), then Buyer the Administrative Agent may by notice to any Seller Sellers require Sellers to transfer to Buyer Administrative Agent cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”). b. Notice delivered pursuant to Section 6(a) may be given by any written means. 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 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. Sellers 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 Buyer's Administrative Agent’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellers. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer the Administrative Agent may retain any funds received by it to which 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) shall be held by Buyer Administrative Agent against the related Margin Deficit and (ii) may be applied by Buyer Administrative Agent against any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 66 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.

Margin Maintenance. a. If at any time the aggregate Market Value of any all Purchased Mortgage Loan Loans subject to a Transaction all Transactions is less than the aggregate Buyer's ’s Margin Amount for all such Transaction Transactions (such event, a "“Margin Deficit"”), then Buyer may may, by notice to any Seller, require Seller require Sellers to 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 Amount (such requirement upon such notice, a “Margin Call”), provided that, notwithstanding the foregoing, Buyer cash in an amount at least equal to may determine the Market Value and any related Margin Deficit (such requirement, a "Margin Call")on an individual Mortgage Loan basis. b. Notice delivered pursuant to Section 6(a) may be given by any written or electronic means. Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, 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. Sellers 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 SellersSeller. Any late payments shall accrue interest at the Post Default Rate. c. In the event that a Margin Deficit exists with respect or any other funds are due and payable to any Purchased Mortgage LoanBuyer, Buyer may retain any funds received by it to which the Sellers 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) shall be held and applied by Buyer against the related such Margin Deficit and (ii) Deficit, may be applied by Buyer against amounts due and owing, or any shortfall, with respect to any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfiedLoan. 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 6.

Margin Maintenance. a. If at any time the Market Value of outstanding Purchase Price allocated to any Purchased Mortgage Loan Asset or Contributed REO Property subject to a Transaction is less greater than Buyer's Margin Amount for the Asset Value of such Purchased Asset or Contributed REO Property subject to a Transaction (a "“Margin Deficit"”), then Buyer Administrative Agent may by notice to any Seller require Sellers Seller to transfer to Buyer Administrative Agent (on behalf of Buyers) cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”). b. Notice delivered pursuant to Section 6(a) 6.a above may be given by any written or electronic means. Any notice given before 10:00 a.m. 1:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 5:45 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. 1:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 5:45 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 behalf of Buyers), 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 Administrative Agent (on behalf of Buyers)to do so at a later date. Sellers Seller and Buyer Administrative Agent each agree that a failure or delay by Buyer Administrative Agent (on behalf of Buyers) to exercise its rights hereunder shall not limit or waive Buyer's Administrative Agent’s (on behalf of Buyers) rights under this Agreement or otherwise existing by law or in any way create additional rights for SellersSeller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage LoanAsset or Contributed REO Property, Buyer Administrative Agent (on behalf of Buyers) may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer Administrative Agent (on behalf of Buyers) against the related Margin Deficit Deficit, and (ii) may be applied by Buyer Administrative Agent (on behalf of Buyers) against the Repurchase Price of any Purchased Mortgage Loan Asset or Contributed REO Property for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer Administrative Agent (on behalf of Buyers) retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. a. If at any time the Market Asset Value of any or all of the Purchased Mortgage Loan Assets subject to a Transaction Transactions is less than Buyer's Margin Amount the aggregate Purchase Price for such Transaction Purchased Asset or for the then outstanding Transactions, as applicable (a "“Margin Deficit"”), then Buyer then, if such Margin Deficit is greater than the Permitted Amount, Administrative Agent may by notice to any Seller require Sellers Seller to transfer to Buyer Administrative Agent for the benefit of Buyers cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call"”). b. Notice delivered pursuant to Section 6(a) may be given by any written means. Any notice given before 10:00 a.m. 12:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. 12:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on 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. Sellers 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 Buyer's Administrative Agent’s or Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for SellersSeller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage LoanAsset, Buyer Administrative Agent may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer Administrative Agent against the related Margin Deficit and (ii) may shall be applied by Buyer Administrative Agent against the Purchase Price of any Purchased Mortgage Loan Asset for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6. d. Upon the occurrence of any Purchase Price Reset, Seller shall, unless waived in writing by Administrative Agent, on the following Business Day, remit to Administrative Agent an amount, if any (the “Reset Payment”) such that the then current Asset Value (calculated with the newly applicable Purchase Price Percentage) shall be greater than the Purchase Price then outstanding after application of such payment. Any such amount shall be applied by Administrative Agent to the Repurchase Price of each Purchased Asset pro-rata or as otherwise agreed by Administrative Agent and Seller. Such Reset Payment shall be deemed a margin payment or settlement payment hereunder.

Margin Maintenance. a. (a) If at any time the Market Aggregate Facility Purchase Price is greater than the aggregate Asset Value of any all Purchased Mortgage Loan Loans subject to Transactions (the positive amount of such difference, a Transaction is less than Buyer's Margin Amount for such Transaction (a "“Margin Deficit"”), and such Margin Deficit is greater than the Minimum Margin Threshold, then Buyer may by written notice to any Seller (as such notice is more particularly set forth below, a “Margin Call”), require Sellers Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirementamount, a "“Margin Call"Payment”); provided, that, notwithstanding the foregoing, Buyer may determine the Asset Value and any related Margin Deficit on an individual loan basis for any Purchased Mortgage Loan, in which event it shall, upon receipt, apply all amounts received with respect to any individual Purchased Mortgage Loans against the Purchase Price thereof. b. Notice delivered pursuant (b) If Buyer delivers a Margin Call to Section 6(a) may be given by any written means. Any notice given before 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, Payment to Buyer or its designee no later than 5:00 5:30 p.m. (New York City time) on such Business Day; notice given . In the event Buyer delivers a Margin Call to Seller after 10:00 a.m. (New York City time) on a 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 Day. (c) Seller shall transfer any Margin Payment to 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 account of Buyer to do so at a later date. Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer's rights under is referenced in Section 10(a) of this Agreement or otherwise existing by law or in any way create additional rights for SellersAgreement. c. (d) In the event that a Margin Deficit exists with respect to any Purchased Mortgage LoanLoans, Buyer may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit 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, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 67. (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 of this Agreement 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) Seller hereby agrees to indemnify Buyer for, and to hold it harmless against, the 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 certified 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 (including for avoidance of doubt any assignee, successor or participant) shall deliver or cause to be delivered to Seller the following properly completed and duly executed documents: (i) in the case of a Buyer 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 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) 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 that is organized under the laws of the United States, any State thereof, or the District of Columbia, a complete and executed copy of U.S. Internal Revenue Service Form W-9 (or any successor forms thereto), including all appropriate attachments; or (iv) in the case of 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 Market Value aggregate outstanding Purchase Price of any Purchased the Trust Mortgage Loan Loans and REO Properties subject to a Transaction the Transactions is less greater than Buyer's Margin the Maximum Maintenance Amount for such Transaction (a "“Margin Deficit")”) and such Margin Deficit is greater than the Margin Threshold, then Buyer may by notice to any Seller require Sellers to Seller to, at the option of Seller, either (1) transfer to 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) Business Days written notice to the Buyer and the Paying Agent, Seller shall have the option to designate all or any portion of such cash to be applied to reduce the Purchase Price of the affected Trust Mortgage Loan or REO Property, as applicable. b. Notice delivered by Buyer pursuant to Section 6(a) 6.a above may be given by any written or electronic means. Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, 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 11:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day; notice given after 11:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second 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. Sellers 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 SellersSeller. c. In the event that If a Margin Deficit exists with respect to any Purchased the Trust Mortgage LoanLoans or REO Properties, Buyer may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against any Purchased the Purchase Price of the Trust Mortgage Loan 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 6.

Margin Maintenance. a. If at any time the Market Value outstanding Purchase Price of any Purchased Mortgage Loan subject to a Transaction is less greater than Buyer's Margin Amount for the Asset Value of such Purchased Mortgage Loan subject to a Transaction (a "“Margin Deficit"”), then Buyer may by notice to any Seller require Sellers Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call")”) . b. Notice delivered pursuant to Section 6(a) may be given by any written or electronic means. Any With respect to all 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. Sellers 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 SellersSeller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Sellers Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit 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, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. a. If (a) Purchaser may, at any time its option in its sole and absolute discretion, re-determine the Market Value of for any Purchased Mortgage Loan subject Asset in accordance with the definition of Market Value. If there exists a Margin Deficit with respect to a Transaction is less than Buyer's Margin Amount for such Transaction (a "Margin Deficit")any Purchased Asset, then Buyer may Purchaser may, by notice to any Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Sellers Seller to transfer make a cash payment in reduction of the Repurchase Price of such Purchased Asset so that after giving effect to Buyer cash in an amount at least equal to the such payment, no Margin Deficit shall exist or be deemed to exist with respect to such Purchased Asset. Purchaser shall not make more than one Margin Call (such requirement, a "other than any Mark-to-Zero Margin Call")) during any calendar month. b. Notice delivered pursuant to Section 6(a(b) may be If a Margin Call is given by Purchaser under Article 4(a) on any written means. Any notice given before 10:00 a.m. Business Day at or prior to 12:00 noon (New York City time) on a Business Day ), Seller shall be met, and cure the related Margin Call satisfied, no later than 5:00 p.m. (New York City timeDeficit as provided in Article 4(a) 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, by no later than 5:00 p.m. (New York City time) on the following next succeeding Business Day; 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 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 foregoing time requirements for satisfaction of a next calendar month, subject to the Monthly Margin Call are referred Payment Limit for such calendar month. For the avoidance of doubt, (i) a single Margin Call may relate to as the "Margin Deadlines"). The failure of Buyer, on any one or more occasionsPurchased Assets, (ii) the Monthly Margin Call Payment Limit does not apply to exercise its rights hereunderany Mark-to-Zero Margin Call and (iii) if a Margin Call is given by Purchaser under Article 4(a) on any Business Day after 12:00 noon (New York City time), such Margin Call shall not change or alter be considered given prior to such time on the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer's rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellersimmediately following Business Day. c. In the event that a Margin Deficit exists with respect (c) From time to any Purchased Mortgage Loantime, Buyer may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds if (i) shall be held by Buyer against the related Margin Deficit Market Value of one or more Purchased Assets has been reduced and (ii) may be applied the event that resulted in such reduction in Market Value has been cured or 75 BUSINESS.32732337.7 otherwise remedied such that the Maximum Purchase Price for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets as determined by Buyer against any Purchased Mortgage Loan for which Purchaser in accordance with the related Margin Deficit remains otherwise unsatisfied. Notwithstanding terms hereof (the foregoingamount of such excess, the Buyer retains the right“Margin Excess”), then Purchaser may, in its sole and absolute discretion, consider a request from Seller to make a Margin Call transfer cash to Seller in accordance with the provisions of this Section 6.an amount up 76

Margin Maintenance. a. If at any time the Market Asset Value of any the Purchased Mortgage Loan Loans subject to a Transaction Transactions is less than Buyer's Margin Amount the then outstanding Purchase Price for such Transaction all Transactions (a "“Margin Deficit"”), then Buyer the Administrative Agent may by notice to any Seller Sellers require Sellers to transfer to Buyer Administrative Agent cash in an amount at least equal to the Margin Deficit (such requirement, a "“Margin Call")”) . b. Notice delivered pursuant to Section 6(a) may be given by any written means. 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 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 such Buyer to do so at a later date. Sellers and Buyer Buyers each agree that a failure or delay by any Buyer to exercise its rights hereunder shall not limit or waive such Buyer's ’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellers. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer the Administrative Agent may retain any funds received by it to which 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) shall be held by Buyer Administrative Agent against the related Margin Deficit and (ii) may be applied by Buyer Administrative Agent against any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 66 to the extent that Administrative Agent has not exercised its rights under this subsection (c).