Common use of Margin Deficit Clause in Contracts

Margin Deficit. (a) If on any date the Market Value for any Purchased Asset (as determined by Buyer) is less than the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Repurchase Price for such Purchased Asset as of such date (the excess, if any, “Margin Deficit”), then, at any time when (i) a Default or an Event of Default has occurred and is continuing, (ii) all aggregate unpaid Margin Deficits equal or exceed $1,000,000, or (iii) the unpaid Margin Deficit with respect to any individual Purchased Asset exceeds an amount equal to five percent (5%) of such Purchased Asset’s Market Value as of the related Purchase Date, in each case, Buyer shall have the right from time to time as determined in its sole and absolute discretion to make a margin call (“Margin Call”) to Seller. Notwithstanding the foregoing, the determination of Market Value for purposes of this Section 4.01(a) shall exclude changes caused solely due to fluctuations in interest rates and changes in spreads. Thereafter, prior to the expiration of the Funding Period, Seller shall, within two (2) Business Days after notice from Buyer of any such Margin Call, transfer cash to Buyer in an amount at least equal to such Margin Deficit and, provided that, at any time prior to the consummation of an IPO Transaction and after the expiration of the Funding Period, if a Margin Call is not satisfied on a timely basis by Seller with available cash (and Seller, Pledgor, KKR REIT and Guarantor have, on a timely basis, used all of their available cash and cash equivalents to reduce the existing Margin Deficit), then Seller may satisfy its obligations related to the remaining Margin Deficit by paying any remaining amount due within the earlier of (x) the time period provided for funding capital calls from Approved Investors under Guarantor’s organizational documents, and (y) ten (10) Business Days after the date of the related Margin Call, so long as (A) sufficient undrawn capital from Approved Investors remains under the applicable organizational documents or subscription agreements and (B) Guarantor immediately (i) makes the required capital calls from Approved Investors under its organizational documents, and (ii) provides Buyer with copies of all notices and requests delivered under clause (i) of this sentence.

Margin Deficit. In the event the Purchase Price of outstanding Transactions is greater than the sum of (ai) If on the aggregate Market Value of the Purchased Assets (provided that with respect to any date Purchased Mortgage Loan, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Purchased Mortgage Loan) and (ii) cash or the aggregate Market Value of the Eligible Mortgage Loans (provided that with respect to any Purchased Asset (as determined by BuyerEligible Mortgage Loan, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Eligible Mortgage Loan) is less than on deposit in the product of (A) the applicable Buyer’s Margin Percentage times Account (B) the outstanding Repurchase Price for such Purchased Asset as of such date (the excess, if any, a “Margin Deficit”), thenCustodian shall so notify Seller by 4:30 p.m. on such Business Day. By no later than 5:00 p.m. on the date of any such notice, at any time when Seller shall transfer to Seller’s Account Additional Purchased Assets and/or Cash such that, after transfer thereof by Buyer to Buyer’s Account, the aggregate Market Value of the Purchased Assets (i) a Default or an Event of Default has occurred and is continuing, (ii) all aggregate unpaid Margin Deficits equal or exceed $1,000,000, or (iii) the unpaid Margin Deficit provided that with respect to any individual Purchased Asset exceeds an amount equal to five percent (5%) of such Purchased Asset’s Market Value as of the related Purchase Date, in each case, Buyer shall have the right from time to time as determined in its sole and absolute discretion to make a margin call (“Margin Call”) to Seller. Notwithstanding the foregoingMortgage Loan, the determination of Market Value for purposes of this Section 4.01(a) shall exclude changes caused solely due to fluctuations in such computation will not exceed the outstanding principal balance of such Purchased Mortgage Loan), including Additional Purchased Assets and Cash, equals or exceeds the Purchase Price of outstanding Transactions and any accrued and unpaid interest rates and changes in spreads. Thereafter, prior relating to the expiration of the Funding Period, Seller shall, within two (2) Business Days after notice from Buyer of any such Margin Call, transfer cash to Buyer in an amount at least equal to Price Differential thereon. If such Margin Deficit andis not cured by the Repo Seller within the same Business Day (if notice of a Margin Deficit is provided at or before 4:30 p.m. (New York time) on such day) or the immediately following Business Day (if notice of a Margin Deficit is provided after 4:30 p.m. (New York time)) the Custodian shall notify Buyer and Seller that a Repo Event of Default has occurred, provided that, at any time prior to the consummation of an IPO Transaction and after the expiration unless waived in writing by 100% of the Funding Period, if a Margin Call is not satisfied on a timely basis by Seller with available cash (and Seller, Pledgor, KKR REIT and Guarantor have, on a timely basis, used all Noteholders of their available cash and cash equivalents each class of Notes. All Additional Purchased Assets transferred to reduce the existing Margin Deficit), then Seller may satisfy its obligations related Buyer’s Account shall be deemed to the remaining Margin Deficit by paying any remaining amount due within the earlier of (x) the time period provided for funding capital calls from Approved Investors under Guarantor’s organizational documents, and (y) ten (10) Business Days after the date of the related Margin Call, so long as (A) sufficient undrawn capital from Approved Investors remains under the applicable organizational documents or subscription agreements and (B) Guarantor immediately (i) makes the required capital calls from Approved Investors under its organizational documents, and (ii) provides Buyer with copies of all notices and requests delivered under clause (i) of this sentencebe Purchased Assets.

Margin Deficit. (a) If With respect to any Purchased Asset or group of Purchased Assets, if on any date either of the Market Value following has occurred (I) for any individual Purchased Asset (as determined X) a Credit Event with respect to such Purchased Asset has occurred and (Y) an amount equal to the product of the Applicable Percentage for such Purchased Asset, multiplied by Buyer) its Market Value, is less than the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Repurchase Purchase Price for such Purchased Asset as of such date date, or (II) one or more of the Purchased Assets has caused Seller to violate the Facility Debt Yield Test (the excessamount of any shortfall under clause (I) or the amount necessary to cure any violation under clause (II), if any, a “Margin Deficit”), then, at any time when (i) a Default or an Event of Default has occurred and is continuing, (ii) all aggregate unpaid Margin Deficits equal or exceed $1,000,000, or (iii) the unpaid Margin Deficit with respect to any individual Purchased Asset exceeds an amount equal to five percent (5%) of such Purchased Asset’s Market Value as of the related Purchase Date, in each case, then Buyer shall have the right from time to time as determined in its sole and absolute discretion to make a margin call on Seller (a “Margin Call”) in an amount equal to Seller. Notwithstanding the foregoingamount of the related Margin Deficit; provided that, the determination of Market Value for purposes of this Section 4.01(a(i) shall exclude changes caused solely due to fluctuations in interest rates and changes in spreads. Thereafter, prior to the expiration occurrence and continuation of a Default or an Event of Default, Buyer shall only make a Margin Call if the Funding Period, Seller shall, within two (2) Business Days after notice from Buyer of any such Margin Call, transfer cash to Buyer in an amount at least equal to such related Margin Deficit andor Margin Deficits exceeds the Material Impairment Threshold, provided that, at any time (ii) prior to the consummation occurrence and continuance of a Default or an IPO Transaction Event of Default, Buyer shall not make any -55- Margin Call under clause (I) above in connection with any Purchased Asset that accrues interest at a floating rate to the extent that the related Margin Deficit resulted from interest rate changes and/or credit spread movements, and after (iii) for the expiration avoidance of doubt, but subject to the foregoing clauses (i) and (ii), Buyer shall be permitted to make Margin Calls hereunder in connection with multiple assets at the same time. In lieu of the Funding Period, if satisfaction by Seller of a Margin Call is not satisfied on under clause (I) above through the payment of cash or in combination with Seller’s payment of cash, Buyer may elect, in its sole and absolute discretion, upon a timely basis by written request of Seller with available cash (and Seller, Pledgor, KKR REIT and Guarantor have, on a timely basis, used that satisfies all of their available cash and cash equivalents the requirements set forth in clauses (w) through (z) below (to reduce be received prior to the existing date that the related Margin DeficitDeficit is due), then Seller may satisfy its obligations to reallocate any then-currently available Margin Excess in order to eliminate the related to the remaining Margin Deficit by paying any remaining amount due within increasing the earlier Purchase Price of (x) a Purchased Asset with the time period provided for funding capital calls from Approved Investors under Guarantor’s organizational documents, related Margin Excess and (y) ten (10) Business Days after decreasing the date Purchase Price of the Purchased Asset that is the subject of the related Margin Call. Any such written request for reallocation shall include the following, so long with such back-up calculations as Buyer may require: (Aw) sufficient undrawn capital from Approved Investors remains under the applicable organizational documents or subscription agreements Purchased Asset(s) with respect to which Margin Excess exists and the amount of such Margin Excess that Seller requests be re-allocated, (x) the Purchased Asset to which Seller is requesting such Margin Excess be applied, the new Purchase Price of such Purchased Asset and the new Purchase Price of the Purchased Asset with the related Margin Excess, in each case, after giving pro forma effect to such allocation, (y) the amount of the Margin Deficit on the Purchased Asset to which such Margin Excess is to be applied both immediately prior to and immediately after giving pro forma effect to such allocation and (Bz) Guarantor a certification from Seller that no Default or Event of Default has occurred and is continuing (except as would be cured by such reallocation). Upon Buyer's independent confirmation, to be made in Buyer’s sole discretion, that the Margin Excess Requirements have been satisfied and the conclusions and calculations set forth in Seller's written request comply with the requirements set forth above, Buyer may, in its sole and absolute discretion, reallocate the related Margin Excess to those Purchased Assets for which Margin Deficits would otherwise exist, as determined by Buyer in its sole discretion, and, immediately (i) makes thereafter, Seller shall execute and deliver new Confirmations acceptable to Buyer reflecting the required capital calls from Approved Investors under its organizational documents, and (ii) provides Buyer with copies new Purchase Price of all notices and requests delivered under clause (i) of this sentenceaffected Purchased Assets.

Margin Deficit. (a) If on any date (i) the Market Value of all Purchased Assets that are Eligible Assets (and including, for avoidance of doubt, any Purchased Asset (as determined by Buyerrelated Interest Rate Protection Agreement with an Affiliated Hedge Counterparty) is less than (ii) the product sum of the products for each Purchased Asset of (A) the applicable Buyer’s Margin Percentage for such Purchased Asset times (B) the outstanding Repurchase Price for such Purchased Asset as of such date date, plus an amount equal to the estimated amount that Seller would be entitled to receive on the next Remittance Date pursuant to clause seventh of Section 5.02 or clause sixth of Section 5.03, as determined by Buyer (the excess, if any, of (ii) over (i), a “Margin Deficit”), then, at any time when (i) a Default or an Event of Default has occurred and is continuing, (ii) all aggregate unpaid Margin Deficits equal or exceed $1,000,000, or (iii) the unpaid such Margin Deficit with respect equals to any individual Purchased Asset or exceeds an amount equal to five percent the Margin Threshold, Seller shall, upon notice from Buyer (5%) of such Purchased Asset’s Market Value as of the related Purchase Datenotice, in each case, Buyer shall have the right from time to time as determined in its sole and absolute discretion to make a margin call (“Margin Call”) transfer to Seller. Notwithstanding the foregoingBuyer cash, or if Seller and Buyer mutually agree, transfer to Buyer or Custodian for no additional consideration additional Eligible Assets (“Additional Purchased Assets”), so that after giving effect to such transfers and payments, the determination Margin Deficit has been reduced to zero. Buyer shall apply the funds or Additional Purchased Assets received in satisfaction of Market Value for purposes of this Section 4.01(a) shall exclude changes caused solely due to fluctuations in interest rates and changes in spreads. Thereafter, prior a Margin Deficit to the expiration Repurchase Obligations in such manner as Buyer determines. Notice of a Margin Deficit may be given by any means provided in this Agreement. Any notice received before 11:00 a.m. New York City time on a Business Day shall be met with payment of cash or transfer of Additional Purchased Assets, and the Funding Periodrelated Margin Call satisfied, Seller shallno later than 5:00 p.m. New York City time on the following Business Day; notice received after 11:00 a.m. New York City time on a Business Day shall be met with payment of cash or transfer of Additional Purchased Assets, within and the related Margin Call satisfied, no later than 5:00 p.m. New York City time two (2) Business Days after notice from Buyer of any such Margin Call, transfer cash to Buyer in an amount at least equal to such Margin Deficit and, provided that, at any time prior to the consummation of an IPO Transaction and after the expiration of the Funding Period, if a Margin Call is not satisfied on a timely basis by Seller with available cash (and Seller, Pledgor, KKR REIT and Guarantor have, on a timely basis, used all of their available cash and cash equivalents to reduce the existing Margin Deficit), then Seller may satisfy its obligations related to the remaining Margin Deficit by paying any remaining amount due within the earlier of (x) the time period provided for funding capital calls from Approved Investors under Guarantor’s organizational documents, and (y) ten (10) Business Days after following the date of the related Margin Call, so long as (A) sufficient undrawn capital from Approved Investors remains under the applicable organizational documents or subscription agreements and (B) Guarantor immediately (i) makes the required capital calls from Approved Investors under its organizational documents, and (ii) provides Buyer with copies of all notices and requests delivered under clause (i) of this sentencesuch notice.

Margin Deficit. (ab) If on any date (i) prior to the Extension Period, and during the first ninety (90) days of the Extension Period, the aggregate Market Value for any Purchased Asset (as determined by Buyer) of all Underlying Assets is less than the product of (A) the applicable Buyer’s Margin Percentage times (B) the aggregate outstanding Repurchase Purchase Price for all Purchased Assets as of such Purchased Asset date, (ii) after the ninetieth (90th) day following the start of the Extension Period, the Extension Margin Amount as of such date is less than the aggregate Purchase Price of all Purchased Assets (the excesseither (i) or (ii), if any, a “Margin Deficit”), then, at any time when (i) a Default or an Event of Default has occurred and is continuing, (ii) all aggregate unpaid Margin Deficits equal or exceed $1,000,000, or (iii) the unpaid such Margin Deficit with respect to any individual Purchased Asset exceeds an amount equal to five percent (5%) of such Purchased Asset’s Market Value as of is greater than the related Purchase Date, in each caseMinimum Transfer Amount, Buyer shall have the right from time may provide notice to time Seller (as determined such notice is more particularly set forth below and in its sole and absolute discretion to make Section 4.01(b) (a margin call (“Margin Call”)) of such Margin Deficit. Such notice shall require Seller to Sellertransfer cash to Buyer to reduce the Aggregate Purchase Price, so that, after giving effect to such payments, the Aggregate Purchase Price for all Purchased Assets does not exceed the aggregate Market Value of all Underlying Assets multiplied by the Applicable Percentage or, after the (90th) day following the start of the Extension Period, the Extension Margin Amount as of such date. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations to reduce the Aggregate Purchase Price in such manner as Buyer determines. For the avoidance of doubt, a Margin Call may be made with respect to a single Purchased Asset, multiple Purchased Assets or any number of Underlying Assets, so long as, subject to the following sentence, a Margin Deficit that is greater than the Minimum Transfer Amount exists. Notwithstanding the foregoing, at any time an Underlying Asset becomes (x) a Non-Performing Mortgage Loan or (y) an REO Property, if the determination of Market Value of such Underlying Asset is less than the product, as of such date, of (A) Buyer’s Margin Percentage times (B) the Allocated Purchase Price for purposes of such Underlying Asset, Buyer may provide a notice to Seller in accordance with this Section 4.01(a) shall exclude changes caused solely due 4.01 requiring Seller to fluctuations in interest rates and changes in spreads. Thereafter, prior to the expiration of the Funding Period, Seller shall, within two (2) Business Days after notice from Buyer of any such Margin Call, transfer cash to Buyer in an amount at least equal to eliminate such Margin Deficit and, provided that, at any time prior to the consummation of an IPO Transaction and after the expiration of the Funding Period, if a Margin Call is not satisfied on a timely basis by Seller with available cash (and Seller, Pledgor, KKR REIT and Guarantor have, on a timely basis, used all of their available cash and cash equivalents to reduce the existing Margin Deficit), then Seller may satisfy its obligations related to the remaining Margin Deficit by paying any remaining amount due within the earlier of (x) the time period provided for funding capital calls from Approved Investors under Guarantor’s organizational documents, and (y) ten (10) Business Days after the date of the related Margin Call, so long as (A) sufficient undrawn capital from Approved Investors remains under the applicable organizational documents or subscription agreements and (B) Guarantor immediately (i) makes the required capital calls from Approved Investors under its organizational documents, and (ii) provides Buyer with copies of all notices and requests delivered under clause (i) of this sentencedeficit.

Margin Deficit. (a) If on any date the Market Value for any of all Purchased Asset Mortgage Loans and Purchased REMIC Certificates (as determined by Buyertaking into account the Market Value of the Underlying Mortgage Loans) is less than the product of (A) the applicable Buyer’s Margin Percentage times (B) the aggregate outstanding Repurchase Purchase Price for such Purchased Asset Assets as of such date date, a margin deficit shall exist (the excess, if any, a “Mortgage Loan/REMIC Margin Deficit”). If on any date the Market Value of all Purchased REO Entity Interests (taking into account the Market Value of the related REO Properties)is less than the product of (A) Buyer’s Margin Percentage times (B) the aggregate outstanding Purchase Price for such Purchased Assets as of such date, thena margin deficit shall exist (an “REO Margin Deficit”). If on any date that a Mortgage Loan/REMIC Margin Deficit exists and a Margin Call Trigger Event shall have occurred, Buyer may provide a Margin Call Notice to Sellers notifying Sellers of such Margin Deficit (a “Margin Call”) and such Margin Call Notice shall require Sellers, upon Buyer’s direction or, in the case of a Margin Deficit arising solely because one or more of such Purchased Assets have ceased to be an Eligible Asset, at any time when Seller’s option, to either (i) a Default or an Event of Default has occurred and is continuingtransfer cash to Buyer, (ii) all aggregate unpaid Margin Deficits equal transfer to Buyer or exceed $1,000,000its designee (including Custodian) for no additional consideration additional Eligible Assets (“Additional Purchased Assets”), or (iii) choose any combination of the unpaid foregoing, so that, after giving effect to such transfers and payments, the aggregate outstanding Purchase Price for all Purchased Mortgage Loans and Purchased REMIC Certificates does not exceed the product of (A) the aggregate Market Value thereof times (B) the Applicable Purchase Price Percentage. If on any date that an REO Margin Deficit with respect exists and a Margin Call Trigger Event shall have occurred, Buyer may provide a Margin Call Notice to any individual Purchased Asset exceeds an amount equal to five percent (5%) Sellers notifying Sellers of such Purchased Asset’s Market Value as of the related Purchase Date, in each case, Buyer shall have the right from time to time as determined in its sole and absolute discretion to make Margin Deficit (a margin call (“Margin Call”) and Sellers may, but shall have no obligation to, (i) transfer cash to Seller. Notwithstanding Buyer, (ii) transfer to Buyer or its designee (including Custodian) for no additional consideration additional Eligible Assets (“Additional Purchased Assets”), or (iii) choose any combination of the foregoing, so that, after giving effect to such transfers, repurchases and payments, the determination aggregate outstanding Purchase Price for all Purchased REO Entity Interests does not exceed the product of (A) the aggregate Market Value for purposes thereof times (B) the Applicable Purchase Price Percentage. Buyer shall apply the funds received in satisfaction of this Section 4.01(a) shall exclude changes caused solely due to fluctuations in interest rates and changes in spreads. Thereafter, prior a Margin Deficit to the expiration of the Funding Period, Seller shall, within two (2) Business Days after notice Repurchase Obligations in such manner as Buyer determines; provided that any funds received from Buyer of any such Margin Call, transfer cash Sellers to Buyer in satisfy an amount at least equal to such REO Margin Deficit and, provided that, at shall be applied to satisfy such REO Margin Deficit and any time prior funds received from Sellers to satisfy a Mortgage Loan/REMIC Margin Deficit shall be applied to satisfy such Mortgage Loan/REMIC Margin Deficit. For the consummation avoidance of an IPO Transaction and after the expiration of the Funding Period, if doubt a Margin Call is not satisfied on may be made with respect to a timely basis by Seller with available cash (and Seller, Pledgor, KKR REIT and Guarantor have, on a timely basis, used all of their available cash and cash equivalents to reduce the existing Margin Deficit), then Seller may satisfy its obligations related to the remaining Margin Deficit by paying any remaining amount due within the earlier of (x) the time period provided for funding capital calls from Approved Investors under Guarantor’s organizational documents, and (y) ten (10) Business Days after the date of the related Margin Call, so long as (A) sufficient undrawn capital from Approved Investors remains under the applicable organizational documents single Purchased Asset or subscription agreements and (B) Guarantor immediately (i) makes the required capital calls from Approved Investors under its organizational documents, and (ii) provides Buyer with copies of all notices and requests delivered under clause (i) of this sentencemultiple Purchased Assets.

Margin Deficit. (a) If on at any date time the Market Value for any aggregate Margin Amount of all Purchased Asset (as determined by Buyer) Loans subject to all Transactions hereunder is less than the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding aggregate Repurchase Price for such Purchased Asset as of such date (excluding Price Differential), minus, without duplication, cash transfers previously made from the excessSeller to the Agent in response to previous Margin Calls, if any, for all such Transactions, a margin deficit (a “Margin Deficit”), then, ) will exist. If at any time when the Margin Deficit exceeds One Million Dollars (i$1,000,000), then by notice to the Seller (a “Margin Call”), the Agent shall require the Seller to transfer (for the account of the Buyers) to the Agent (in the case of cash) or the Custodian (in the case of Additional Purchased Loans, as defined below), as appropriate, either (at the Seller’s option) cash, additional Eligible Loans reasonably acceptable to the Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Price of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) On any Business Day on which the aggregate Margin Amount of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price (excluding Price Differential) of all Transactions (a “Margin Excess”), so long as no Default or an Event of Default has occurred and is continuingcontinuing or will result therefrom, the Agent shall, upon receipt of a written request from the Seller and provided such Margin Excess exceeds One Million Dollars (ii) all aggregate unpaid Margin Deficits equal or exceed $1,000,000), remit cash or (iii) authorize Custodian to release Purchased Loans, as requested by the unpaid Margin Deficit with respect to any individual Purchased Asset exceeds Seller, in either case in an amount equal to five percent the lesser of (5%i) the amount requested by the Seller and (ii) such Margin Excess, subject always to the other limitations of such Purchased Asset’s Market Value as this Agreement. If cash is to be remitted, the Agent shall treat the receipt of the related Purchase Date, in each case, Buyer shall have written request of the right from time to time as determined in its sole and absolute discretion to make a margin call (“Margin Call”) to Seller. Notwithstanding the foregoing, the determination of Market Value for purposes of Seller under this Section 4.01(a6.1(b) shall exclude changes caused solely due to fluctuations in interest rates and changes in spreadsas if it were a request for a Transaction. Thereafter, prior To the extent the Agent remits cash to the expiration of the Funding Period, Seller shall, within two (2) Business Days after notice from Buyer of any such Margin Call, transfer cash to Buyer in an amount at least equal to such Margin Deficit and, provided that, at any time prior to the consummation of an IPO Transaction and after the expiration of the Funding Period, if a Margin Call is not satisfied on a timely basis by Seller with available cash (and Seller, Pledgor, KKR REIT and Guarantor have, on a timely basis, used all of their available such cash and cash equivalents to reduce the existing Margin Deficit), then Seller may satisfy its obligations related to the remaining Margin Deficit by paying any remaining amount due within the earlier of (x) the time period provided for funding capital calls from Approved Investors under Guarantor’s organizational documents, and (y) ten (10) Business Days after the date of the related Margin Call, so long as shall be (A) sufficient undrawn capital from Approved Investors remains under additional Purchase Price with respect to the applicable organizational documents or subscription agreements Transactions, and (B) Guarantor immediately (i) makes subject in all respects to the required capital calls from Approved Investors under its organizational documents, provisions and (ii) provides Buyer with copies of all notices and requests delivered under clause (i) limitations of this sentenceAgreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. 6.2.

Margin Deficit. (a) If (i) If, on any date date, the Market Value for any of all Purchased Asset Assets (excluding Additional Purchased Assets and Margin Assets) subject to a Transaction as determined by Buyer) of such date is less than the product of (A) the applicable Buyer’s Maximum Margin Percentage times (B) the aggregate outstanding Repurchase Purchase Price for such Purchased Asset Assets as of such date (the excess, if any, a “Transaction Margin Deficit”), thenand such Transaction Margin Deficit, at minus the Pledged Market Value of any time when Additional Purchased Assets previously transferred to Buyer and currently subject to such Transaction, exceeds the Minimum Margin Call Amount, Buyer may provide notice to Seller (as such notice is more particularly set forth below and in Section 4.01(b) (a “Transaction Margin Call”)) of such Transaction Margin Deficit. Such notice shall require Seller, in Buyer’s discretion, to (i) a Default or an Event of Default has occurred and is continuingtransfer cash to Buyer, (ii) all aggregate unpaid repurchase Purchased Assets at the Repurchase Price thereof, (iii) if Seller and Buyer (in its discretion) agree, transfer to Buyer or its designee (including Custodian) for no additional consideration additional Eligible Grantor Trust Interests or Eligible Pass-Through Trust Interests, as applicable (“Additional Purchased Assets”) and Margin Deficits equal or exceed $1,000,000Assets, or (iiiiv) deliver any combination of the unpaid foregoing, so that, in each such case, after giving effect to such transfers, repurchases and payments, the Aggregate Purchase Price for all Purchased Assets does not exceed the aggregate Market Value thereof multiplied by the Applicable Percentage; provided, that Seller may request and Buyer (in its discretion) may apply the Pledged Market Value of any previously delivered Additional Purchased Assets or Margin Assets to reduce such Transaction Margin Deficit; provided further, that that the Pledged Market Value of any Additional Purchased Asset or Margin Assets shall not be applied to more than one Margin Deficit on any date. Buyer shall apply the funds received in satisfaction of a Transaction Margin Deficit to the Repurchase Obligations in such manner as Buyer determines. For the avoidance of doubt a Transaction Margin Call may be made with respect to any individual a single Purchased Asset exceeds an amount equal to five percent (5%) of such or multiple Purchased Asset’s Market Value as of the related Purchase Date, in each case, Buyer shall have the right from time to time as determined in its sole and absolute discretion to make a margin call (“Margin Call”) to Seller. Notwithstanding the foregoing, the determination of Market Value for purposes of this Section 4.01(a) shall exclude changes caused solely due to fluctuations in interest rates and changes in spreads. Thereafter, prior to the expiration of the Funding Period, Seller shall, within two (2) Business Days after notice from Buyer of any such Margin Call, transfer cash to Buyer in an amount at least equal to such Margin Deficit and, provided that, at any time prior to the consummation of an IPO Transaction and after the expiration of the Funding Period, if a Margin Call is not satisfied on a timely basis by Seller with available cash (and Seller, Pledgor, KKR REIT and Guarantor have, on a timely basis, used all of their available cash and cash equivalents to reduce the existing Margin Deficit), then Seller may satisfy its obligations related to the remaining Margin Deficit by paying any remaining amount due within the earlier of (x) the time period provided for funding capital calls from Approved Investors under Guarantor’s organizational documents, and (y) ten (10) Business Days after the date of the related Margin Call, so long as (A) sufficient undrawn capital from Approved Investors remains under the applicable organizational documents or subscription agreements and (B) Guarantor immediately (i) makes the required capital calls from Approved Investors under its organizational documents, and (ii) provides Buyer with copies of all notices and requests delivered under clause (i) of this sentenceAssets.

Margin Deficit. (a) If on any date the Market Asset Value for one or more Purchased Assets (other than any Permitted Asset) is less than the outstanding Purchase Price for such Purchased Asset (as determined by BuyerBuyer in its discretion) is less than the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Repurchase Price for such Purchased Asset as of such date (the excess, if any, a “Margin Deficit”), then, at Buyer may give Seller notice of any time when (i) a such Margin Deficit. So long as no Default or an Event of Default has occurred and is continuing, to the extent Excess Funding Capacity exists (iias determined by Buyer in its sole and absolute discretion), Buyer shall reallocate such Margin Deficit (a “Reallocation”) all aggregate unpaid Margin Deficits equal by increasing the Purchase Price for one or exceed $1,000,000more other Purchased Assets (such Purchased Assets and the amounts of such increases to be determined by Buyer) so long as (i) such Reallocations do not result in a Default, an Event of Default or (iii) the unpaid a Margin Deficit with respect to any individual other Purchased Asset exceeds an amount equal to five percent as reasonably determined by Buyer and (5%ii) as a result of such Reallocations, (A) the Approved Applicable Percentage shall not be exceeded for any Purchased Asset’s Market Value , as determined by Buyer, (B) no Purchased Asset (other than a Permitted Asset) shall have a PPV in excess of the related Purchase DateRequired PPV Percentage, in as reasonably determined by Buyer, (C) each case, Buyer shall Purchased Asset (other than a Permitted Asset) must have the right from time to time as determined in its sole and absolute discretion to make a margin call (“Margin Call”) to Seller. Notwithstanding the foregoing, the determination of Market Value for purposes of this Section 4.01(a) shall exclude changes caused solely due to fluctuations in interest rates and changes in spreads. Thereafter, prior to the expiration of the Funding Period, Seller shall, within two (2) Business Days after notice from Buyer of any such Margin Call, transfer cash to Buyer in an amount Debt Yield at least equal to the Required Debt Yield Percentage, as reasonably determined by Buyer, (D) each Purchased Asset shall continue to be an Eligible Asset after such Margin Deficit and, provided that, at any time prior to the consummation of an IPO Transaction and after the expiration of the Funding Period, if a Margin Call is not satisfied on a timely basis by Seller with available cash (and Seller, Pledgor, KKR REIT and Guarantor have, on a timely basis, used all of their available cash and cash equivalents to reduce the existing Margin Deficit), then Seller may satisfy its obligations related to the remaining Margin Deficit by paying any remaining amount due within the earlier of (x) the time period provided for funding capital calls from Approved Investors under Guarantor’s organizational documentsReallocation, and (yE) ten (10) Business Days after the date Concentration Limits shall not be exceeded for any Purchased Asset; provided, however, in no event shall Buyer increase the Purchase Price for a Purchased Asset with an outstanding Margin Deficit. In connection with any such Reallocation, Seller shall execute new Confirmations promptly following request of Buyer. Seller understands and acknowledges that Reallocations may not be possible or, if possible, may not fully eliminate the related Margin CallDeficit and that the manner, so long as (A) sufficient undrawn capital from Approved Investors remains under the applicable organizational documents or subscription agreements method and (B) Guarantor immediately (i) makes the required capital calls from Approved Investors under its organizational documents, all other factors relating to such Reallocation are in Buyer’s sole and (ii) provides Buyer with copies of all notices and requests delivered under clause (i) of this sentenceabsolute discretion.

Margin Deficit. (a) If With respect to any Purchased Asset or group of Purchased Assets, if on any date either of the Market Value following has occurred (I) for any individual Purchased Asset (as determined X) a Credit Event with respect to such Purchased Asset has occurred and (Y) an amount equal to the product of the Applicable Percentage for such Purchased Asset, multiplied by Buyer) its Market Value, is less than the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Repurchase Purchase Price for such Purchased Asset as of such date date, or (II) one or more of the Purchased Assets has caused Seller to violate the Facility Debt Yield Test (the excessamount of any shortfall under clause (I) or the amount necessary to cure any violation under clause (II), if any, a “Margin Deficit”), then, at any time when (i) a Default or an Event of Default has occurred and is continuing, (ii) all aggregate unpaid Margin Deficits equal or exceed $1,000,000, or (iii) the unpaid Margin Deficit with respect to any individual Purchased Asset exceeds an amount equal to five percent (5%) of such Purchased Asset’s Market Value as of the related Purchase Date, in each case, then Buyer shall have the right from time to time as determined in its sole and absolute discretion to make a margin call on Seller (a “Margin Call”) in an amount equal to Seller. Notwithstanding the foregoingamount of the related Margin Deficit; provided that, the determination of Market Value for purposes of this Section 4.01(a(i) shall exclude changes caused solely due to fluctuations in interest rates and changes in spreads. Thereafter, prior to the expiration occurrence and continuation of a Default or an Event of Default, Buyer shall only make a Margin Call if the Funding Period, Seller shall, within two (2) Business Days after notice from Buyer of any such Margin Call, transfer cash to Buyer in an amount at least equal to such related Margin Deficit andor Margin Deficits exceeds the Material Impairment Threshold, provided that, at any time (ii) prior to the consummation occurrence and continuance of a Default or an IPO Transaction Event of Default, Buyer shall not make any Margin Call under clause (I) above in connection with any Purchased Asset that accrues interest at a floating rate to the extent that the related Margin Deficit resulted from interest rate changes and/or credit spread movements, and after (iii) for the expiration avoidance of doubt, but subject to the foregoing clauses (i) and (ii), Buyer shall be permitted to make Margin Calls hereunder in connection with multiple assets at the same time. In lieu of the Funding Period, if satisfaction by Seller of a Margin Call is not satisfied on under clause (I) above through the payment of cash or in combination with Seller’s payment of cash, Buyer may elect, in its sole and absolute discretion, upon a timely basis by written request of Seller with available cash (and Seller, Pledgor, KKR REIT and Guarantor have, on a timely basis, used that satisfies all of their available cash and cash equivalents the requirements set forth in clauses (w) through (z) below (to reduce be received prior to the existing date that the related Margin DeficitDeficit is due), then Seller may satisfy its obligations to reallocate any then-currently available Margin Excess in order to eliminate the related to the remaining Margin Deficit by paying any remaining amount due within increasing the earlier Purchase Price of (x) a Purchased Asset with the time period provided for funding capital calls from Approved Investors under Guarantor’s organizational documents, related Margin Excess and (y) ten (10) Business Days after decreasing the date Purchase Price of the Purchased Asset that is the subject of the related Margin Call. Any such written request for reallocation shall include the following, so long with such back-up calculations as Buyer may require: (Aw) sufficient undrawn capital from Approved Investors remains under the applicable organizational documents or subscription agreements Purchased Asset(s) with respect to which Margin Excess exists and the amount of such Margin Excess that Seller requests be re-allocated, (x) the Purchased Asset to which Seller is requesting such Margin Excess be applied, the new Purchase Price of such Purchased Asset and the new Purchase Price of the Purchased Asset with the related Margin Excess, in each case, after giving pro forma effect to such allocation, (y) the amount of the Margin Deficit on the Purchased Asset to which such Margin Excess is to be applied both immediately prior to and immediately after giving pro forma effect to such allocation and (Bz) Guarantor immediately a certification from Seller that no Default or Event of Default has occurred and is continuing (i) makes except as would be cured by such reallocation). Upon Buyer's independent confirmation, to be made in Buyer’s sole discretion, that the required capital calls from Approved Investors under Margin Excess Requirements have been satisfied and the conclusions and calculations set forth in Seller's written request comply with the requirements set forth above, Buyer may, in its organizational documentssole and absolute discretion, and (ii) provides reallocate the related Margin Excess to those Purchased Assets for which Margin Deficits would otherwise exist, as determined by Buyer with copies of all notices and requests delivered under clause (i) of this sentence.in its sole discretion, and, immediately

Margin Deficit. (a) If on any date (i) the Market Value for of any Purchased Asset which is RMBS (as determined by Buyerexcluding Additional Purchased Assets and Margin Assets) is less than (ii) the product of (A) the applicable Buyer’s Maximum Margin Percentage times of such Purchased Asset and (B) the outstanding Repurchase Purchase Price for of such Purchased Asset as of such date (the excess, if any, of (ii) over (i), an “Asset Margin Deficit”); and after Buyer’s application of the Pledged Market Value of any Additional Purchased Assets which are RMBS related to such Purchased Asset previously transferred to Buyer to reduce the Asset Margin Deficit, then, at any time when (i) a Default or an Event of Default has occurred and is continuing, (ii) all aggregate unpaid Margin Deficits equal or exceed $1,000,000, or (iii) the unpaid such Asset Margin Deficit with respect to any individual Purchased Asset equals or exceeds an amount equal to five percent (5%) of such Purchased Asset’s Market Value as of the related Purchase Date, in each case, Buyer shall have the right from time to time as determined in its sole and absolute discretion to make a margin call (“Minimum Margin Call”) to Seller. Notwithstanding the foregoing, the determination of Market Value for purposes of this Section 4.01(a) shall exclude changes caused solely due to fluctuations in interest rates and changes in spreads. Thereafter, prior to the expiration of the Funding PeriodCall Amount, Seller shall, within two (2) Business Days after upon notice from Buyer of any (such notice, an “Asset Margin Call”), transfer cash to Buyer cash, or if Seller and Buyer (in an amount at least equal its discretion) agree, transfer to Buyer Additional Purchased Assets and Margin Assets for no additional consideration, so that after giving effect to such Margin Deficit andpayments or transfers, provided that, at any time prior to the consummation of an IPO Transaction and after the expiration of the Funding Period, if a Margin Call is not satisfied on a timely basis by Seller with available cash (and Seller, Pledgor, KKR REIT and Guarantor have, on a timely basis, used all of their available cash and cash equivalents to reduce the existing Margin Deficit), then Seller may satisfy its obligations related to the remaining Margin Deficit by paying any remaining amount due within the earlier product of (x) the time period provided for funding capital calls from Approved Investors under Guarantor’s organizational documents, Market Value of such Purchased Asset and (y) ten (10) Business Days after the date Applicable Percentage of such Purchased Asset exceeds the Purchase Price of such Purchased Asset; provided that in the Buyer’s discretion, Seller may request that the Pledged Market Value of any previously delivered Additional Purchased Assets or Margin Assets be applied to reduce any Asset Margin Deficit to satisfy the related Asset Margin Call, so long as (A) sufficient undrawn capital from Approved Investors remains under provided further, for the applicable organizational documents avoidance of doubt, that the Pledged Market Value of any Additional Purchased Asset or subscription agreements and (B) Guarantor immediately (i) makes the required capital calls from Approved Investors under its organizational documents, and (ii) provides Buyer with copies of all notices and requests delivered under clause (i) of this sentenceMargin Assets shall not be applied to more than one Asset Margin Deficit on any date.

Margin Deficit. (a) If on at any date time the Market aggregate Purchase Value for any of all Purchased Asset (as determined by Buyer) Loans subject to all Transactions hereunder is less than the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding aggregate Repurchase Price for such Purchased Asset as of such date (excluding Price Differential), minus, without duplication, cash transfers previously made from the excessSeller to the Agent in response to previous Margin Calls, if any, for all such Transactions (a “Margin Deficit”), thenthen by notice to the Seller (a “Margin Call”), the Agent shall require the Seller to transfer (for the account of the Buyers) to the Agent (in the case of cash) or the Custodian (in the case of Additional Purchased Loans, as defined below), as appropriate, either (at the Seller’s option) cash, additional Eligible Loans reasonably acceptable to the Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any time when such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (iexcluding Price Differential). (b) On any Business Day on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price (excluding Price Differential) of all Transactions (a “Margin Excess”), so long as no Default or an Event of Default has occurred and is continuingcontinuing or will result therefrom, (ii) all aggregate unpaid Margin Deficits equal the Agent shall, upon receipt of a written request from the Seller, remit cash or exceed $1,000,000authorize Custodian to release Purchased Loans, or (iii) as requested by the unpaid Margin Deficit with respect to any individual Purchased Asset exceeds Seller, in either case in an amount equal to five percent (5%) the lesser of such Purchased Asset’s Market Value as of the related Purchase Date, in each case, Buyer shall have the right from time to time as determined in its sole and absolute discretion to make a margin call (“Margin Call”) to Seller. Notwithstanding the foregoing, the determination of Market Value for purposes of this Section 4.01(a) shall exclude changes caused solely due to fluctuations in interest rates and changes in spreads. Thereafter, prior to the expiration of the Funding Period, Seller shall, within two (2) Business Days after notice from Buyer of any such Margin Call, transfer cash to Buyer in an amount at least equal to such Margin Deficit and, provided that, at any time prior to the consummation of an IPO Transaction and after the expiration of the Funding Period, if a Margin Call is not satisfied on a timely basis by Seller with available cash (and Seller, Pledgor, KKR REIT and Guarantor have, on a timely basis, used all of their available cash and cash equivalents to reduce the existing Margin Deficit), then Seller may satisfy its obligations related to the remaining Margin Deficit by paying any remaining amount due within the earlier of (x) the time period provided for funding capital calls from Approved Investors under Guarantor’s organizational documents, and (y) ten (10) Business Days after the date of the related Margin Call, so long as (A) sufficient undrawn capital from Approved Investors remains under the applicable organizational documents or subscription agreements and (B) Guarantor immediately (i) makes the required capital calls from Approved Investors under its organizational documents, amount requested by the Seller and (ii) provides Buyer with copies of all notices and requests delivered under clause (i) such Margin Excess, subject always to the other limitations of this sentence.Agreement. If cash is to be remitted the Agent shall treat the receipt of the written request of the Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Agent remits 45 Bodman_16842095_7

Margin Deficit. (a) If With respect to any Purchased Asset, if on any date (I) an amount equal to the product of the Applicable Percentage for such Purchased Asset, multiplied by its Market Value for any Purchased Asset (as determined by Buyer) Value, is less than the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Repurchase Purchase Price for such Purchased Asset as of such date date, or (II) one or more of the Purchased Assets has caused Seller to violate the Facility Debt Yield Test (the excessamount of any shortfall under clause (I) or the amount necessary to cure any violation under clause (II), if any, a “Margin Deficit”), then, at any time when (i) a Default or an Event of Default has occurred and is continuing, (ii) all aggregate unpaid Margin Deficits equal or exceed $1,000,000, or (iii) the unpaid Margin Deficit with respect to any individual Purchased Asset exceeds an amount equal to five percent (5%) of such Purchased Asset’s Market Value as of the related Purchase Date, in each case, then Buyer shall have the right from time to time as determined in its sole and absolute discretion to make a margin call on Seller (a “Margin Call”) in an amount equal to Seller. Notwithstanding the foregoingamount of the related Margin Deficit; provided that, the determination of Market Value for purposes of this Section 4.01(a(i) shall exclude changes caused solely due to fluctuations in interest rates and changes in spreads. Thereafter, prior to the expiration occurrence and continuation of a Default or an Event of Default, Buyer shall only make a Margin Call if the Funding Period, Seller shall, within two (2) Business Days after notice from Buyer of any such Margin Call, transfer cash to Buyer in an amount at least equal to such related Margin Deficit andexceeds, provided thator if the aggregate of all Margin Deficits collectively exceeds, at any time the Material Impairment Threshold, (ii) prior to the consummation occurrence and continuance of a Default or an IPO Transaction and after Event of Default, Buyer shall not make any Margin Call under clause (I) above in connection with any Purchased Asset that accrues interest at a floating rate to the expiration of extent that the Funding Periodrelated Margin Deficit resulted solely from interest rate changes and/or credit spread movements, if (iii) with respect to a Margin Call is not satisfied on a timely basis under clause (II), Buyer shall specify the Purchased Assets which caused such violation of the Facility Debt Yield Test and (iv) for the avoidance of doubt, Buyer shall be permitted to make Margin Calls hereunder in connection with multiple assets at the same time. In lieu of the satisfaction by Seller of a Margin Call under clause (I) above through the payment of cash or in combination with available cash (Seller’s payment of cash, Buyer may elect, in its sole and Sellerabsolute discretion, Pledgor, KKR REIT and Guarantor have, on upon a timely basis, used written request of Seller that satisfies all of their available cash and cash equivalents the requirements set forth in clauses (w) through (z) below (to reduce be received prior to the existing date that the related Margin DeficitDeficit is due), then Seller may satisfy its obligations to reallocate any then-currently available Margin Excess in order to eliminate the related to the remaining Margin Deficit by paying increasing the Purchase Price of one or more Purchased Assets then having any remaining amount due within Margin Excess and decreasing the earlier Purchase Price of (x) one or more Purchased Assets that is or are the time period provided for funding capital calls from Approved Investors under Guarantor’s organizational documents, and (y) ten (10) Business Days after the date subject of the related Margin Call, by the same aggregate amounts. Any such written request for reallocation shall include a certification by Seller setting forth the following, with such back-up calculations as Buyer may require: (w) the Purchased Asset(s) with respect to which Seller requests that Buyer determine, in Buyer’s sole discretion, that Margin Excess exists and the amount of such Margin Excess, if any, that Seller requests be re-allocated, (x) the Purchased Asset(s) to which Seller is requesting such Margin Excess be applied, the new Purchase Price of each such Purchased Asset and the new Purchase Price of the Purchased Asset(s) with the related Margin Excess, in each case, after giving pro forma effect to such reallocation, (y) the amount of the Margin Deficit on the Purchased Asset(s) to which any such Margin Excess is to be applied in order to reduce the Purchase Price(s) thereof so long as (A) sufficient undrawn capital from Approved Investors remains under the applicable organizational documents or subscription agreements to eliminate such Margin Deficit, both immediately prior to and (B) Guarantor immediately (i) makes the required capital calls from Approved Investors under its organizational documentsafter giving pro forma effect to such reallocation, and (iiz) provides that no Default or Event of Default exists (except as would be cured by such reallocation). In connection with any request from Seller to reallocate available Margin Excess, Buyer may, in its sole and absolute discretion, elect to increase the Applicable Percentage and/or Purchase Price of one or more Purchased Assets, by such amounts as Buyer shall determine in its sole and absolute discretion, in order to calculate the amount of Margin Excess then-currently available in respect of such Purchased Asset(s). Upon Buyer’s independent confirmation, to be made in Buyer’s sole discretion, that the conclusions and calculations set forth in Seller's written request comply with copies the requirements set forth above, Buyer may, in its sole and absolute discretion, reallocate the related Margin Excess to those Purchased Assets for which Margin Deficits would otherwise exist, as determined by Buyer in its sole discretion, and, immediately thereafter, Seller shall execute and deliver new Confirmations acceptable to Buyer reflecting the new Purchase Price of all notices and requests delivered under clause (i) of this sentenceaffected Purchased Assets.

Margin Deficit. If at any time the Asset Value of a Purchased Asset, plus any previously tendered Deficit Cure Amount (aor, if a Deficit Cure Amount was provided by an Additional Asset, the lesser of such Deficit Cure Amount and the product of (x) If on any date the Market Value of such Additional Asset and (y) the Purchase Rate for any Purchased Asset (as determined by Buyer) such Additional Asset), is less than the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Repurchase Price Amount for such Purchased Asset (a "Margin Deficit"), then Buyer may by notice to Seller in the form of Exhibit IX (as such notice is more particularly set forth below, a "Margin Deficit Notice") require Seller to, no later than 5:00 p.m. on the third Business Day following the receipt of a Margin Deficit Notice, (or if such time falls on a day that is not a Business Day, no later than the corresponding time on the first Business Day following the receipt of such date (the excess, if any, “Margin Deficit”notice), thenat Seller's option, at any time when (i) a Default sell to Buyer for no additional consideration (by transfer to Buyer or an Event of Default its designee) additional Eligible Assets with respect to which information has occurred been furnished to Buyer in accordance with the procedures set forth in Article III and is continuingwhich have been approved by Buyer in its sole discretion ("Additional Assets"), (ii) all aggregate unpaid repurchase, in whole, the Purchased Asset giving rise to such Margin Deficits equal or exceed $1,000,000Deficit, or (iii) make a payment in reduction of the unpaid Margin Deficit with respect to any individual Purchased Asset exceeds an amount equal to five percent (5%) Repurchase Price of such Purchased Asset’s Market Value as , (iv) deposit cash in the Margin Account, or (v) choose any combination of the related foregoing, in each case in an amount (or, in the case of Additional Assets, having a deemed Purchase DatePrice in an amount)(such amount, in each case, a "Deficit Cure Amount") such that, after giving effect to such transfers, repurchases and payments, no Margin Deficit shall then exist. All cash transferred to Buyer shall have the right from time pursuant to time as determined in its sole and absolute discretion to make a margin call (“Margin Call”) to Seller. Notwithstanding the foregoing, the determination of Market Value for purposes of this Section 4.01(a) 4.01 shall exclude changes caused solely due to fluctuations be deposited in interest rates the Margin Account and changes in spreads. Thereafter, prior to the expiration of the Funding Period, Seller shall, within two (2) Business Days after notice from shall be applied by Buyer of any such Margin Call, transfer cash to Buyer in an amount at least equal to such Margin Deficit and, provided that, at any time prior to the consummation of an IPO Transaction and after the expiration of the Funding Period, if a Margin Call is not satisfied on a timely basis by Seller with available cash (and Seller, Pledgor, KKR REIT and Guarantor have, on a timely basis, used all of their available cash and cash equivalents to reduce the existing Margin Deficit), then Seller may satisfy its obligations related Repurchase Price of the Purchased Asset giving rise to the remaining Margin Deficit by paying any remaining amount due within on the earlier of (x) the time period provided for funding capital calls from Approved Investors under Guarantor’s organizational documents, and (y) ten (10) Business Days after the date of the related Margin Call, so long as (A) sufficient undrawn capital from Approved Investors remains under the applicable organizational documents or subscription agreements and (B) Guarantor immediately (i) makes the required capital calls from Approved Investors under its organizational documents, and (ii) provides Buyer with copies of all notices and requests delivered under clause (i) of this sentencenext Payment Date.

Margin Deficit. (a) If With respect to any Purchased Asset or group of Purchased Assets, if on any date either of the Market Value following has occurred (I) for any individual Purchased Asset (as determined X) a Credit Event with respect to such Purchased Asset has occurred and (Y) an amount equal to the product of the Applicable Percentage for such Purchased Asset, multiplied by Buyer) its Market Value, is less than the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Repurchase Purchase Price for such Purchased Asset as of such date date, or (II) one or more of the Purchased Assets has caused Seller to violate the Facility Debt Yield Test (the excessamount of any shortfall under clause (I) or the amount necessary to cure any violation under clause (II), if any, a “Margin Deficit”), then, at any time when (i) a Default or an Event of Default has occurred and is continuing, (ii) all aggregate unpaid Margin Deficits equal or exceed $1,000,000, or (iii) the unpaid Margin Deficit with respect to any individual Purchased Asset exceeds an amount equal to five percent (5%) of such Purchased Asset’s Market Value as of the related Purchase Date, in each case, then Buyer shall have the right from time to time as determined in its sole and absolute discretion to make a margin call on Seller (a “Margin Call”) in an amount equal to Seller. Notwithstanding the foregoingamount of the related Margin Deficit; provided that, the determination of Market Value for purposes of this Section 4.01(a(i) shall exclude changes caused solely due to fluctuations in interest rates and changes in spreads. Thereafter, prior to the expiration occurrence and continuation of a Default or an Event of Default, Buyer shall only make a Margin Call if the Funding Period, Seller shall, within two (2) Business Days after notice from Buyer of any such Margin Call, transfer cash to Buyer in an amount at least equal to such related Margin Deficit andor Margin Deficits exceeds the Material Impairment Threshold, provided that, at any time (ii) prior to the consummation occurrence and continuance of a Default or an IPO Transaction Event of Default, Buyer shall not make any Margin Call under clause (I) above in connection with any Purchased Asset that accrues interest at a floating rate to the extent that the related Margin Deficit resulted from interest rate changes and/or credit spread movements, and after (iii) for the expiration avoidance of doubt, but subject to the foregoing clauses (i) and (ii), Buyer shall be permitted to make Margin Calls hereunder in connection with multiple assets at the same time. In lieu of the Funding Period, if satisfaction by Seller of a Margin Call is not satisfied on under clause (I) above through the payment of cash or in combination with Seller’s payment of cash, Buyer may elect, in its sole and absolute discretion, upon a timely basis by written request of Seller with available cash (and Seller, Pledgor, KKR REIT and Guarantor have, on a timely basis, used that satisfies all of their available cash and cash equivalents the requirements set forth in clauses (w) through (z) below (to reduce be received prior to the existing date that the related Margin DeficitDeficit is due), then Seller may satisfy its obligations to reallocate any then-currently available Margin Excess in order to eliminate the related to the remaining Margin Deficit by paying any remaining amount due within increasing the earlier Purchase Price of (x) a Purchased Asset with the time period provided for funding capital calls from Approved Investors under Guarantor’s organizational documents, related Margin Excess and (y) ten (10) Business Days after decreasing the date Purchase Price of the Purchased Asset that is the subject of the related Margin Call. Any such written request for reallocation shall include the following, so long with such back-up calculations as Buyer may require: (Aw) sufficient undrawn capital from Approved Investors remains under the applicable organizational documents or subscription agreements Purchased Asset(s) with respect to which Margin Excess exists and the amount of such Margin Excess that Seller requests be re-allocated, (x) the Purchased Asset to which Seller is requesting such Margin Excess be applied, the new Purchase Price of such Purchased Asset and the new Purchase Price of the Purchased Asset with the related Margin Excess, in each case, after giving pro forma effect to such allocation, (y) the amount of the Margin Deficit on the Purchased Asset to which such Margin Excess is to be applied both immediately prior to and immediately after giving pro forma effect to such allocation and (Bz) Guarantor a certification from Seller that no Default or Event of Default has occurred and is continuing (except as would be cured by such reallocation). Upon Buyer’s independent confirmation, to be made in Buyer’s sole discretion, that the Margin Excess Requirements have been satisfied and the conclusions and calculations set forth in Seller’s written request comply with the requirements set forth above, Buyer may, in its sole and absolute discretion, reallocate the related Margin Excess to those Purchased Assets for which Margin Deficits would otherwise exist, as determined by Buyer in its sole discretion, and, immediately (i) makes thereafter, Seller shall execute and deliver new Confirmations acceptable to Buyer reflecting the required capital calls from Approved Investors under its organizational documents, and (ii) provides Buyer with copies new Purchase Price of all notices and requests delivered under clause (i) of this sentenceaffected Purchased Assets.

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

Margin Deficit. (a) If on any date If, as determined by Buyer in its discretion, (i) a Credit Event has occurred, (ii) the Market Asset Value for any one or more Purchased Assets is less than the outstanding Purchase Price for such Purchased Asset (as determined by Buyerexcluding changes in the Asset Value of Purchased Assets that are due solely to interest rate spreads or credit spreads), (iii) the Debt Yield for all Purchased Assets (on a combined basis) is less than the product of Required Portfolio Debt Yield Percentage or (Aiv) the applicable Buyer’s Margin Percentage times (B) the outstanding Repurchase Price a Confirmation for such a Purchased Asset permits the Buyer to reduce the Asset Value of a Purchased Asset upon the occurrence or non-occurrence of a specified event or events for a specified amount or an amount to be determined by Buyer and such event has occurred or failed to occur, as of such date determined by Buyer (the excessoccurrence of any such event under clauses (i), if any(ii), (iii) and/or (iv) and the Master Repurchase and Securities Contract (Xxxxx Fargo/CIM Real Estate) CHAR1\1716309v16 related Deficit Amount, a “Margin Deficit”), then, at Buyer may give Seller notice of any time when (i) a such Margin Deficit. So long as no Default or an Event of Default has occurred and is continuingcontinuing and to the extent that any Excess Funding Capacity exists, Buyer shall, to the extent of any Excess Funding Capacity, reallocate such Margin Deficit (iia “Reallocation”) all aggregate unpaid Margin Deficits equal to one or exceed $1,000,000more Purchased Assets with Excess Funding Capacity by increasing the Purchase Price for one or more such other Purchased Assets (such Purchased Assets with Excess Funding Capacity and the amounts of such increases to be determined by Buyer in its discretion) so long as, and in each case, subject to satisfaction of the following: (A) such Reallocations do not result in a Default, an Event of Default or (iii) the unpaid a Margin Deficit with respect to any individual other Purchased Asset exceeds an amount equal to five percent as determined by Buyer and (5%B) as a result of such Reallocations, (I) no Purchased Asset’s Market Value as Asset shall have a PPV in excess of the related Purchase DateMaximum PPV Percentage, in each case, Buyer shall have the right from time to time as determined in its sole and absolute discretion to make by Buyer, (II) each Purchased Asset must have a margin call (“Margin Call”) to Seller. Notwithstanding the foregoing, the determination of Market Value for purposes of this Section 4.01(a) shall exclude changes caused solely due to fluctuations in interest rates and changes in spreads. Thereafter, prior to the expiration of the Funding Period, Seller shall, within two (2) Business Days after notice from Buyer of any such Margin Call, transfer cash to Buyer in an amount Debt Yield at least equal to the Required Debt Yield Percentage (if any), as determined by Buyer, (III) each Purchased Asset shall continue to be an Eligible Asset after such Margin Deficit andReallocations, provided that(IV) the Purchased Assets (on a combined basis) satisfy the Required Portfolio Debt Yield Percentage, at any time prior (V) the applicable requirements and conditions set forth in Section 3.01, to the consummation of extent not specified in this Section 4.01 are satisfied or will be satisfied after giving effect to such Reallocations, (VI) no Purchased Asset shall have an IPO Transaction and after Applicable Percentage that exceeds the expiration of Applicable Percentage set forth in the Funding Periodrelated Confirmation, if a Margin Call is not satisfied on a timely basis by Seller with available cash (and Seller, Pledgor, KKR REIT and Guarantor have, on a timely basis, used all of their available cash and cash equivalents to reduce the existing Margin Deficit), then Seller may satisfy its obligations related to the remaining Margin Deficit by paying any remaining amount due within the earlier of (xVII) the time period provided Concentration Limits shall not be exceeded for funding capital calls from Approved Investors under Guarantor’s organizational documentsany Purchased Asset, and (yVIII) ten Buyer has received evidence satisfactory to Buyer in its discretion of the continuing enforceability of the Guaranty and the current compliance by the Guarantor with all Financial Covenants and other obligations set forth in the Repurchase Documents; provided, however, in no event shall Buyer increase the Purchase Price for a Purchased Asset with an unsatisfied Margin Call. In connection with any such Reallocation, Seller shall execute replacement Confirmations acceptable to Buyer in its discretion promptly (10but, in any event, within one (1) Business Days after Day) following the date request of Buyer. Seller understands and acknowledges that Reallocations may not be possible or, if possible, may not fully eliminate the related Margin CallDeficit and that, so long as (A) sufficient undrawn capital from Approved Investors remains under subject to Seller’s rights set forth herein, the applicable organizational documents or subscription agreements manner, method and (B) Guarantor immediately (i) makes the required capital calls from Approved Investors under its organizational documents, and (ii) provides Buyer with copies of all notices and requests delivered under clause (i) of this sentenceother factors relating to such Reallocation are in Buyer’s discretion.

Margin Deficit. In the event the sum of the Purchase Price of outstanding Transactions and any accrued and unpaid interest relating to the Price Differential thereon is greater than the sum of (ai) If on the aggregate Market Value of the Purchased Assets (provided that with respect to any date Purchased Mortgage Loan, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Purchased Mortgage Loan) and (ii) cash or the aggregate Market Value of the Eligible Mortgage Loans (provided that with respect to any Purchased Asset (as determined by BuyerEligible Mortgage Loan, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Eligible Mortgage Loan) is less than on deposit in the product of (A) the applicable Buyer’s Margin Percentage times Account (B) the outstanding Repurchase Price for such Purchased Asset as of such date (the excess, if any, a “Margin Deficit”), thenCustodian shall so notify Seller by 4:30 p.m. on such Business Day. By no later than 5:00 p.m. on the date of any such notice, at any time when Seller shall transfer to Seller’s Account Additional Purchased Assets and/or Cash such that, after transfer thereof by Buyer to Buyer’s Account, the aggregate Market Value of the Purchased Assets (i) a Default or an Event of Default has occurred and is continuing, (ii) all aggregate unpaid Margin Deficits equal or exceed $1,000,000, or (iii) the unpaid Margin Deficit provided that with respect to any individual Purchased Asset exceeds an amount equal to five percent (5%) of such Purchased Asset’s Market Value as of the related Purchase Date, in each case, Buyer shall have the right from time to time as determined in its sole and absolute discretion to make a margin call (“Margin Call”) to Seller. Notwithstanding the foregoingMortgage Loan, the determination of Market Value for purposes of this Section 4.01(a) shall exclude changes caused solely due to fluctuations in such computation will not exceed the outstanding principal balance of such Purchased Mortgage Loan), including Additional Purchased Assets and Cash, equals or exceeds the Purchase Price of outstanding Transactions and any accrued and unpaid interest rates and changes in spreads. Thereafter, prior relating to the expiration of the Funding Period, Seller shall, within two (2) Business Days after notice from Buyer of any such Margin Call, transfer cash to Buyer in an amount at least equal to Price Differential thereon. If such Margin Deficit andis not cured by the Repo Seller within the same Business Day (if notice of a Margin Deficit is provided at or before 4:30 p.m. (New York time) on such day) or the immediately following Business Day (if notice of a Margin Deficit is provided after 4:30 p.m. (New York time)) the Custodian shall notify Buyer and Seller that a Repo Event of Default has occurred, provided that, at any time prior to the consummation of an IPO Transaction and after the expiration unless waived in writing by 100% of the Funding Period, if a Margin Call is not satisfied on a timely basis by Seller with available cash (and Seller, Pledgor, KKR REIT and Guarantor have, on a timely basis, used all Noteholders of their available cash and cash equivalents each class of Notes. All Additional Purchased Assets transferred to reduce the existing Margin Deficit), then Seller may satisfy its obligations related Buyer’s Account shall be deemed to the remaining Margin Deficit by paying any remaining amount due within the earlier of (x) the time period provided for funding capital calls from Approved Investors under Guarantor’s organizational documents, and (y) ten (10) Business Days after the date of the related Margin Call, so long as (A) sufficient undrawn capital from Approved Investors remains under the applicable organizational documents or subscription agreements and (B) Guarantor immediately (i) makes the required capital calls from Approved Investors under its organizational documents, and (ii) provides Buyer with copies of all notices and requests delivered under clause (i) of this sentencebe Purchased Assets.

Margin Deficit. The failure by Seller to cure a Margin Deficit when due; or (r) an Event of Default (as such term is defined in the Mortgage Loan Repurchase Agreement) has occurred and is continuing under the Mortgage Loan Facility. SECTION 14. REMEDIES (a) If on any date an Event of Default occurs, the Market Value following rights and remedies are available to Buyer; provided, that an Event of Default shall be deemed to be continuing unless expressly waived by Buyer in writing. (i) At the option of Buyer, exercised by written or electronic notice to Seller (which option shall be deemed to have been exercised, even if no notice is given, immediately upon the occurrence of an Insolvency Event of Seller), the Repurchase Date for any Purchased Asset each Transaction hereunder, if it has not already occurred, shall be deemed immediately to occur. (as determined by Buyerii) If Buyer exercises or is less than deemed to have exercised the product option referred to in subsection (a)(i) of this Section, (A) Seller’s obligations in such Transactions to repurchase all Purchased Assets, at the applicable Buyer’s Margin Percentage times Repurchase Price therefor on the Repurchase Date determined in accordance with subsection (a)(i) of this Section 14, (1) shall thereupon become immediately due and payable and (2) all Income paid after such exercise or deemed exercise shall be retained by Buyer and applied to the aggregate unpaid Repurchase Price and any other amounts owed by Seller hereunder; (B) to the outstanding extent permitted by any applicable Requirement of Law, the Repurchase Price with respect to each such Transaction shall be increased by the aggregate amount obtained by daily application of, on a 360 day per year basis for the actual number of days during the period from and including the date of the exercise or deemed exercise of such option to but excluding the date of payment of the Repurchase Price as so increased, (x) the Post-Default Rate in effect following an Event of Default to (y) the Repurchase Price for such Purchased Asset Transaction as of such date the Repurchase Date as determined pursuant to subsection (the excess, if any, “Margin Deficit”), then, at a)(i) of this Section (decreased as of any time when day by (i) a Default or an Event of Default has occurred and is continuing, (ii) all aggregate unpaid Margin Deficits equal or exceed $1,000,000, or (iii) the unpaid Margin Deficit with respect any amounts applied by Buyer pursuant to any individual Purchased Asset exceeds an amount equal to five percent (5%) of such Purchased Asset’s Market Value as of the related Purchase Date, in each case, Buyer shall have the right from time to time as determined in its sole and absolute discretion to make a margin call (“Margin Call”) to Seller. Notwithstanding the foregoing, the determination of Market Value for purposes of this Section 4.01(a) shall exclude changes caused solely due to fluctuations in interest rates and changes in spreads. Thereafter, prior to the expiration of the Funding Period, Seller shall, within two (2) Business Days after notice from Buyer of any such Margin Call, transfer cash to Buyer in an amount at least equal to such Margin Deficit and, provided that, at any time prior to the consummation of an IPO Transaction and after the expiration of the Funding Period, if a Margin Call is not satisfied on a timely basis by Seller with available cash (and Seller, Pledgor, KKR REIT and Guarantor have, on a timely basis, used all of their available cash and cash equivalents to reduce the existing Margin Deficit), then Seller may satisfy its obligations related to the remaining Margin Deficit by paying any remaining amount due within the earlier of (x) the time period provided for funding capital calls from Approved Investors under Guarantor’s organizational documents, and (y) ten (10) Business Days after the date of the related Margin Call, so long as (A) sufficient undrawn capital from Approved Investors remains under the applicable organizational documents or subscription agreements and (B) Guarantor immediately (i) makes the required capital calls from Approved Investors under its organizational documents, and (ii) provides Buyer with copies of all notices and requests delivered under clause (i) of this sentence.clause

Margin Deficit. (a) If on at any date time the Market aggregate Purchase Value for any of all Purchased Asset (as determined by Buyer) Loans subject to all Transactions hereunder is less than the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding aggregate Repurchase Price for such Purchased Asset as of such date (excluding Price Differential), minus, without duplication, cash transfers previously made from the excessSeller to the Agent in response to previous Margin Calls, if any, for all such Transactions (a “Margin Deficit”), thenthen by notice to the Seller (a “Margin Call”), the Agent shall require the Seller to transfer (for the account of the Buyers) to the Agent (in the case of cash) or the Custodian (in the case of Additional Purchased Loans, as defined below), as appropriate, either (at the Seller’s option) cash, additional Eligible Loans reasonably acceptable to the Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any time when such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (iexcluding Price Differential). (b) On any Business Day on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price (excluding Price Differential) of all Transactions (a “Margin Excess”), so long as no Default or an Event of Default has occurred and is continuingcontinuing or will result therefrom, (ii) all aggregate unpaid Margin Deficits equal the Agent shall, upon receipt of a written request from the Seller, remit cash or exceed $1,000,000authorize Custodian to release Purchased Loans, or (iii) as requested by the unpaid Margin Deficit with respect to any individual Purchased Asset exceeds Seller, in either case in an amount equal to five percent the lesser of (5%i) the amount requested by the Seller and (ii) such Margin Excess, subject always to the other limitations of such Purchased Asset’s Market Value as this Agreement. If cash is to be remitted the Agent shall treat the receipt of the related Purchase Date, in each case, Buyer shall have written request of the right from time to time as determined in its sole and absolute discretion to make a margin call (“Margin Call”) to Seller. Notwithstanding the foregoing, the determination of Market Value for purposes of Seller under this Section 4.01(a6.1(b) shall exclude changes caused solely due to fluctuations in interest rates and changes in spreadsas if it were a request for a Transaction. Thereafter, prior To the extent the Agent remits cash to the expiration of the Funding Period, Seller shall, within two (2) Business Days after notice from Buyer of any such Margin Call, transfer cash to Buyer in an amount at least equal to such Margin Deficit and, provided that, at any time prior to the consummation of an IPO Transaction and after the expiration of the Funding Period, if a Margin Call is not satisfied on a timely basis by Seller with available cash (and Seller, Pledgor, KKR REIT and Guarantor have, on a timely basis, used all of their available such cash and cash equivalents to reduce the existing Margin Deficit), then Seller may satisfy its obligations related to the remaining Margin Deficit by paying any remaining amount due within the earlier of (x) the time period provided for funding capital calls from Approved Investors under Guarantor’s organizational documents, and (y) ten (10) Business Days after the date of the related Margin Call, so long as shall be (A) sufficient undrawn capital from Approved Investors remains under additional Purchase Price with respect to the applicable organizational documents or subscription agreements Transactions, and (B) Guarantor immediately (i) makes subject in all respects to the required capital calls from Approved Investors under its organizational documents, provisions and (ii) provides Buyer with copies of all notices and requests delivered under clause (i) limitations of this sentenceAgreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. 6.2.

Margin Deficit. (a) If on any date the Market Asset Value for any one or more Purchased Asset Assets is less than the outstanding Purchase Price for such Purchased Asset(s) (as determined by BuyerBuyer in its discretion) is less than the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Repurchase Price for such Purchased Asset as of such date (the excessexistence of any such event and the related Deficit Amount, if any, “a "Margin Deficit”"), then, at Buyer may in its discretion give Seller notice of the Deficit Amount in connection with any time when (i) a such Margin Deficit. So long as no Default or an Event of Default has occurred and is continuing, Buyer may, in its discretion, reallocate such Margin Deficit (iia "Reallocation") all aggregate unpaid Margin Deficits equal by increasing the Purchase Price for one or exceed $1,000,000more other Purchased Assets (such Purchased Assets and the amounts of such increases to be determined by Buyer) so long as (i) such Reallocations do not result in a Default, an Event of Default or (iii) the unpaid a Margin Deficit with respect to any individual other Purchased Asset exceeds an amount equal to five percent as determined by Buyer and (5%ii) as a result of such Reallocations, (A) no Purchased Asset’s Market Value as Asset shall have a PPV in excess of the related Purchase DateRequired PPV Percentage, in each case, Buyer shall have the right from time to time as determined in its sole and absolute discretion to make by Buyer, (B) each Purchased Asset must have a margin call (“Margin Call”) to Seller. Notwithstanding the foregoing, the determination of Market Value for purposes of this Section 4.01(a) shall exclude changes caused solely due to fluctuations in interest rates and changes in spreads. Thereafter, prior to the expiration of the Funding Period, Seller shall, within two (2) Business Days after notice from Buyer of any such Margin Call, transfer cash to Buyer in an amount Debt Yield at least equal to such Margin Deficit andthe Required Debt Yield Percentage, provided thatas determined by Buyer, at any time prior to (C) the consummation of an IPO Transaction and after the expiration of the Funding Period, if a Margin Call is not satisfied Debt Yield for all Purchased Assets (on a timely basis by Seller with available cash combined basis) shall equal or exceed the Required Portfolio Debt Yield Percentage, (and Seller, Pledgor, KKR REIT and Guarantor have, on a timely basis, used all of their available cash and cash equivalents D) each Purchased Asset shall continue to reduce the existing Margin Deficit), then Seller may satisfy its obligations related to the remaining Margin Deficit by paying any remaining amount due within the earlier of (x) the time period provided for funding capital calls from Approved Investors under Guarantor’s organizational documentsbe an Eligible Asset after such Reallocation, and (yE) ten (10) Business Days after the date Concentration Limits shall not be exceeded for any Purchased Asset; provided, however, in no event shall Buyer increase the Purchase Price for a Purchased Asset with an outstanding Margin Deficit. In connection with any such Reallocation or payment of a Margin Deficit, Seller shall execute new Confirmations promptly following request of Buyer. Seller understands and acknowledges that Reallocations may not be possible or, if possible, may not fully eliminate the related Margin CallDeficit and that the manner, so long as (A) sufficient undrawn capital from Approved Investors remains under the applicable organizational documents or subscription agreements method and (B) Guarantor immediately (i) makes the required capital calls from Approved Investors under its organizational documents, and (ii) provides Buyer with copies of all notices and requests delivered under clause (i) of this sentenceother factors relating to such Reallocation are in Buyer's discretion.

Margin Deficit. (a) If on at any date time the Market Value for any aggregate Margin Amount of all Purchased Asset (as determined by Buyer) Loans subject to all Transactions hereunder is less than the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding aggregate Repurchase Price for such Purchased Asset as of such date (excluding Price Differential), minus, without duplication, cash transfers previously made from the excessSeller to the Agent in response to previous Margin Calls, if any, for all such Transactions, a margin deficit (a “Margin Deficit”), then, ) will exist. If at any time when the Margin Deficit (iincluding any amounts that remain due and payable with respect to any previously issued Margin Call) exceeds Five Hundred Thousand Dollars ($500,000), then by notice to the Seller (a “Margin Call”), the Agent shall require the Seller to transfer (for the account of the Buyers) to the Agent (in the case of cash) or the Custodian (in the case of Additional Purchased Loans, as defined below), as appropriate, either (at the Seller’s option) cash, additional Eligible Loans reasonably acceptable to the Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Price of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) On any Business Day on which the aggregate Margin Amount of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price (excluding Price Differential) of all Transactions (a “Margin Excess”), so long as no Default or an Event of Default has occurred and is continuingcontinuing or will result therefrom, the Agent shall, upon receipt of a written request from the Seller and provided such Margin Excess exceeds Five Hundred Thousand Dollars (ii) all aggregate unpaid Margin Deficits equal $500,000), remit cash or exceed $1,000,000authorize Custodian to release Purchased Loans, or (iii) as requested by the unpaid Margin Deficit with respect to any individual Purchased Asset exceeds Seller, in either case in an amount equal to five percent the lesser of (5%i) the amount requested by the Seller and (ii) such Margin Excess, subject always to the other limitations of such Purchased Asset’s Market Value as this Agreement. If cash is to be remitted, the Agent shall treat the receipt of the related Purchase Date, in each case, Buyer shall have written request of the right from time to time as determined in its sole and absolute discretion to make a margin call (“Margin Call”) to Seller. Notwithstanding the foregoing, the determination of Market Value for purposes of Seller under this Section 4.01(a6.1(b) shall exclude changes caused solely due to fluctuations in interest rates and changes in spreadsas if it were a request for a Transaction. Thereafter, prior To the extent the Agent remits cash to the expiration of the Funding Period, Seller shall, within two (2) Business Days after notice from Buyer of any such Margin Call, transfer cash to Buyer in an amount at least equal to such Margin Deficit and, provided that, at any time prior to the consummation of an IPO Transaction and after the expiration of the Funding Period, if a Margin Call is not satisfied on a timely basis by Seller with available cash (and Seller, Pledgor, KKR REIT and Guarantor have, on a timely basis, used all of their available such cash and cash equivalents to reduce the existing Margin Deficit), then Seller may satisfy its obligations related to the remaining Margin Deficit by paying any remaining amount due within the earlier of (x) the time period provided for funding capital calls from Approved Investors under Guarantor’s organizational documents, and (y) ten (10) Business Days after the date of the related Margin Call, so long as shall be (A) sufficient undrawn capital from Approved Investors remains under additional Purchase Price with respect to the applicable organizational documents or subscription agreements Transactions, and (B) Guarantor immediately (i) makes subject in all respects to the required capital calls from Approved Investors under its organizational documents, provisions and (ii) provides Buyer with copies of all notices and requests delivered under clause (i) limitations of this sentence.Agreement. Each Buyer shall fund its Pro Rata share

Margin Deficit. (a) If on any date (I) the Market Value for any of a Purchased Asset (as determined by Buyerexcluding any changes in the Market Value that are due to interest rate or credit spread movements) is less than the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Repurchase Purchase Price for such Purchased Asset as of such date (the excess, if any, a “Margin Deficit”), then, at any time when (i) a Default or an Event of Default has occurred and is continuing, (ii) all aggregate unpaid Margin Deficits equal or exceed $1,000,000, or (iiiII) the unpaid Margin Deficit with respect to any individual Purchased Asset exceeds an amount equal to five percent (5%) Facility Debt Yield Test is not satisfied as of such Purchased Asset’s Market Value as of the related Purchase Datedate, in each case, then Buyer shall have the right from time to time as determined in its sole and absolute discretion to make a margin call on Seller (a “Margin Call”). (b) to Seller. Notwithstanding the foregoing, the determination of Market Value for purposes of Upon Buyer making a Margin Call in accordance with this Section 4.01(a) shall exclude changes caused solely due to fluctuations in interest rates and changes in spreads. Thereafter, prior to the expiration of the Funding PeriodAgreement, Seller shall, within two (2) Business Days after notice from Buyer of any such Margin CallCall from Buyer, transfer cash to Buyer in an amount at least equal Buyer, so that, after giving effect to such transfer, the Margin Deficit andis cured or the Facility Debt Yield Test is satisfied, provided thatas applicable. (c) Buyer’s election not to deliver, or to forbear from delivering, a Margin Call at any time prior shall not waive or be deemed to waive the consummation of an IPO Transaction and after the expiration of the Funding PeriodMargin Call or in any way limit, if stop or impair Buyer’s right to deliver a Margin Call is at any time when the same or any other Margin Call exists. Buyer’s rights relating to Margin Calls under this Section 4.01 are cumulative and in addition to and not satisfied on in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) A Margin Call may be made with respect to a timely basis single Purchased Asset or multiple Purchased Assets in Buyer’s sole and absolute discretion. Seller and Buyer shall execute and deliver updated Confirmations for all related Purchased Assets to reflect the terms and conditions of any Margin Calls effectuated pursuant to the terms of this Article 4. (e) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Seller with available cash (Buyer, and Sellernotwithstanding any provision in Section 5.02 to the contrary, Pledgor, KKR REIT and Guarantor have, on a timely basis, used all of their available cash and cash equivalents shall be applied to reduce the existing Margin Deficit), then Seller may satisfy its obligations related to the remaining Margin Deficit by paying any remaining amount due within the earlier Purchase Price of (x) the time period provided for funding capital calls from Approved Investors under Guarantor’s organizational documents, and (y) ten (10) Business Days after the date of the related Margin Call, so long as (A) sufficient undrawn capital from Approved Investors remains under the applicable organizational documents or subscription agreements and (B) Guarantor immediately (i) makes the required capital calls from Approved Investors under its organizational documents, and (ii) provides Buyer with copies of all notices and requests delivered under clause (i) of this sentence.such Purchased Asset. -49- LEGAL02/38049601v7

Margin Deficit. (a) If on any date (i) the Market Value for of any Purchased Asset (as determined by Buyerexcluding Additional Purchased Assets and Margin Assets) is less than (ii) the product of (A) the applicable Buyer’s Maximum Margin Percentage times of such Purchased Asset and (B) the outstanding Repurchase Purchase Price for of such Purchased Asset as of such date (the excess, if any, of (ii) over (i), an “Asset Margin Deficit”); and after Buyer’s application of the Pledged Market Value of any Additional Purchased Assets related to such Purchased Asset previously transferred to Buyer to reduce the Asset Margin Deficit, then, at any time when (i) a Default or an Event of Default has occurred and is continuing, (ii) all aggregate unpaid Margin Deficits equal or exceed $1,000,000, or (iii) the unpaid such Asset Margin Deficit with respect to any individual Purchased Asset equals or exceeds an amount equal to five percent (5%) of such Purchased Asset’s Market Value as of the related Purchase Date, in each case, Buyer shall have the right from time to time as determined in its sole and absolute discretion to make a margin call (“Minimum Margin Call”) to Seller. Notwithstanding the foregoing, the determination of Market Value for purposes of this Section 4.01(a) shall exclude changes caused solely due to fluctuations in interest rates and changes in spreads. Thereafter, prior to the expiration of the Funding PeriodCall Amount, Seller shall, within two (2) Business Days after upon notice from Buyer of any (such notice, an “Asset Margin Call”), transfer cash to Buyer cash, or if Seller and Buyer (in an amount at least equal its discretion) agree, transfer to Buyer Additional Purchased Assets and Margin Assets for no additional consideration, so that after giving effect to such Margin Deficit andpayments or transfers, provided that, at any time prior to the consummation of an IPO Transaction and after the expiration of the Funding Period, if a Margin Call is not satisfied on a timely basis by Seller with available cash (and Seller, Pledgor, KKR REIT and Guarantor have, on a timely basis, used all of their available cash and cash equivalents to reduce the existing Margin Deficit), then Seller may satisfy its obligations related to the remaining Margin Deficit by paying any remaining amount due within the earlier product of (x) the time period provided for funding capital calls from Approved Investors under Guarantor’s organizational documents, Market Value of such Purchased Asset and (y) ten (10) Business Days after the date Applicable Percentage of such Purchased Asset exceeds the Purchase Price of such Purchased Asset; provided that in the Buyer’s discretion, Seller may request that the Pledged Market Value of any previously delivered Additional Purchased Assets or Margin Assets be applied to reduce any Asset Margin Deficit to satisfy the related Asset Margin Call, so long as (A) sufficient undrawn capital from Approved Investors remains under provided further, for the applicable organizational documents avoidance of doubt, that the Pledged Market Value of any Additional Purchased Asset or subscription agreements and (B) Guarantor immediately (i) makes the required capital calls from Approved Investors under its organizational documents, and (ii) provides Buyer with copies of all notices and requests delivered under clause (i) of this sentenceMargin Assets shall not be applied to more than one Asset Margin Deficit on any date.