Common use of Margin Deficit Clause in Contracts

Margin Deficit. (a) If on any date (i) the Market Value for any Purchased Asset (as determined by Buyer) is less than (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Purchase Price for such Purchased Asset as of such date (the excess, if any, of (ii) over (i), a “Margin Deficit”), then Seller shall, within three (3) Business Days after notice from Buyer (a “Margin Call”), transfer cash to Buyer in an amount at least equal to such Margin Deficit. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by reference. (b) Buyer’s election not to deliver, or to forbear from delivering, a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied). Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (c) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset.

Margin Deficit. (a) If on at any date (i) 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 aggregate Repurchase Price (ii) excluding Price Differential), minus cash transfers previously made from the product of (A) Seller to the applicable Buyer’s Agent in response to previous Margin Percentage times (B) the outstanding Purchase Price for such Purchased Asset as of such date (the excessCalls, if any, of for all such Transactions (ii) over (i), a “Margin Deficit”), then by notice to the Seller shall, within three (3) Business Days after notice from Buyer (a “Margin Call”), the Agent shall, require the Seller to transfer (for the account of the Buyers) to the Agent or the Custodian, as appropriate, either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to Buyer in an amount the Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal to such Margin Deficitthe then aggregate Repurchase Price (excluding Price Differential). Buyer shall apply The Agent will recalculate the funds received Purchase Value of all or a portion of the Purchased Loans at the times it deems appropriate in satisfaction its sole discretion and at any other time at the request of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by referenceRequired Buyers. (b) Buyer’s election not On any Business Day on which the Purchase Value of the Purchased Loans subject to deliverTransactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Agent shall, upon receipt of written request from the Seller, remit cash or release Purchased Loans as requested by the Seller, in either case, in an amount equal to forbear from delivering, a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive the lesser of (i) the amount requested by the Seller and (ii) such Margin Deficit or Excess, subject always to the other limitations of this 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 cash to the Seller, such cash shall be (A) additional Purchase Price with respect to the Transactions, and (B) subject in any way limit, stop or impair Buyer’s right all respects to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the same or any other Purchased Asset (and the conditions to delivery remission of such Margin Call under Section 4.01(a) above are satisfied). Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu Excess were the initiation of any other rights of Buyer under the Repurchase Documents or Requirements of Lawa Transaction hereunder. (c) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset.

Margin Deficit. (a) If on any date (i) Business Day the Market Value for any of a Purchased Asset (as determined by Buyer) is less than (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Purchase Repurchase Price for such Purchased Asset as of such date (the excess, if any, of (ii) over (i), a “Margin Deficit”), then Buyer shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing (“Margin Call”) to Seller. (b) Upon delivery of a Margin Call on any Business Day, Seller shall, within three one (31) Business Days after notice Day from Buyer 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 (a “2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Call”)Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in an the amount at least equal necessary (as such amount may be reduced by any application of Margin Excess pursuant to such clause (i) above) to fully cure the related Margin Deficit. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by reference. (bc) In no case shall Buyer’s election not to deliver, or to forbear forbearance from delivering, delivering a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied)Asset. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (cd) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset.

Margin Deficit. (a) If The Administrative Agent will recalculate the Purchase Value of all Purchased Loans on any date (i) that the Market Value for of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Asset (as determined by Buyer) Loans subject to all Transactions hereunder is less than the aggregate Repurchase Price (ii) excluding Price Differential minus cash transfers previously made from Seller to the product of (A) the applicable Buyer’s Administrative Agent in response to previous Margin Percentage times (B) the outstanding Purchase Price for such Purchased Asset as of such date (the excessCalls, if any, of ) for all such Transactions (ii) over (i), a “Margin Deficit”), then by notice to the Seller shall, within three (3) Business Days after notice from Buyer (a “Margin Call”), the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to Buyer in an amount the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal to such Margin Deficit. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the then aggregate Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by referencePrice (excluding Price Differential). (b) Buyer’s election not On any Business Day on which the Purchase Value of the Purchased Loans subject to deliverTransactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of written request from the Seller either remit cash or Release Purchased Loans as may be designated in a request by Seller, in either case, in an amount equal to forbear from delivering, a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive the lesser of (i) the amount requested by the Seller and (ii) such Margin Deficit or Excess, subject always to the other limitations of this Agreement. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, such cash shall be (y) additional Purchase Price with respect to the Transactions, and (z) subject in any way limit, stop or impair Buyer’s right all respect to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the same or any other Purchased Asset (and the conditions to delivery remission of such Margin Call under Section 4.01(a) above are satisfied)Excess were the initiation of a Transaction hereunder. Buyer’s rights relating to Margin Deficits under For clarity, the term “Release,” as used in 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. (c) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary6.1(b), shall be applied mean Buyers’ re-sale to reduce Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the Purchase Price of File for each such Purchased AssetLoan.

Margin Deficit. (a) If The Administrative Agent will recalculate the Purchase Value of all Purchased Loans on any date (i) that the Market Value for of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Asset (as determined by Buyer) Loans subject to all Transactions hereunder is more than $100,000 less than the aggregate Repurchase Price (ii) excluding Price Differential minus cash transfers previously made from Seller to the product of (A) the applicable Buyer’s Administrative Agent in response to previous Margin Percentage times (B) the outstanding Purchase Price for such Purchased Asset as of such date (the excessCalls, if any, of ) for all such Transactions (ii) over (i), a “Margin Deficit”), then by notice to the Seller shall, within three (3) Business Days after notice from Buyer (a “Margin Call”), the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to Buyer in an amount the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal to such Margin Deficit. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the then aggregate Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by referencePrice (excluding Price Differential). (b) Buyer’s election not On any Business Day on which the Purchase Value of the Purchased Loans subject to deliverTransactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of written request from the Seller either remit cash or Release Purchased Loans as may be designated in a request by Seller, in either case, in an amount equal to forbear from delivering, a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive the lesser of (i) the amount requested by the Seller and (ii) such Margin Deficit or Excess, subject always to the other limitations of this Agreement. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, such cash shall be (y) additional Purchase Price with respect to the Transactions, and (z) subject in any way limit, stop or impair Buyer’s right all respect to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the same or any other Purchased Asset (and the conditions to delivery remission of such Margin Call under Section 4.01(a) above are satisfied)Excess were the initiation of a Transaction hereunder. Buyer’s rights relating to Margin Deficits under For clarity, the term “Release,” as used in 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. (c) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary6.1(b), shall be applied mean Buyers’ re-sale to reduce Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the Purchase Price of File for each such Purchased AssetLoan.

Margin Deficit. (a) If on any date (i) the Market Value for any Purchased Asset (as determined by Buyer) is less than (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Purchase Repurchase Price for such Purchased Asset as of such date (the excess, if any, of (ii) over (i), a “Margin Deficit”), then 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 three two (32) Business Days after notice from Buyer (a “of any such Margin Call”), transfer cash to Buyer in an amount at least equal to such Margin Deficit. Buyer shall apply Deficit and, provided that, at any time prior to the funds received in satisfaction consummation of an IPO Transaction and after the expiration of the Funding Period, if a Margin Deficit 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 Repurchase Obligations in such manner 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 Buyer determines, to amounts due and owing (A) sufficient undrawn capital from Approved Investors remains under the Repurchase Documents on such date. Additional terms applicable organizational documents or subscription agreements and provisions governing Margin Deficits and Margin Calls (B) Guarantor immediately (i) makes the required capital calls from Approved Investors under this Section 4.01(a) are set forth in the Fee and Pricing Letterits organizational documents, and are hereby incorporated by reference(ii) provides Buyer with copies of all notices and requests delivered under clause (i) of this sentence. (b) Buyer’s election not to deliver, or to forbear from delivering, a Margin Call margin deficit notice at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call margin deficit notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied)exists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (c) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset. (d) After the satisfaction of each Margin Deficit under this Section 4.01, Seller and Buyer shall execute all necessary and appropriate amended Confirmations, as determined by Buyer.

Margin Deficit. (a) If 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 the applicable Market Value for any Purchased Asset (as determined by Buyer) is less than (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Purchase Price for such Purchased Asset as of such date (the excess, if any, of (ii) over (i), a “Margin Deficit”), then Seller shall, within three two (32) Business Days after notice from Buyer (a “Margin Call”), ) either (i) transfer cash immediately available funds to Buyer in an amount at least equal to such Margin Deficit, or (ii) repurchase the related Purchased Assets in accordance with Section 3.04 to the extent necessary to fully cure the related Margin Deficit such that, after giving effect to such payments and/or repurchases, such related Margin Deficit shall be reduced to zero; provided that, prior to the occurrence and during the continuance of a Default or an Event of Default, Buyer shall not make any Margin Call to the extent the related Margin Deficit resulted solely from interest rate changes and/or credit spread movements. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by reference. (b) At any time Buyer notifies Seller in writing that Seller has failed to satisfy the Facility Debt Yield Test, Seller shall, as soon as practicable, and in no event later than two (2) Business Days from the date of such notice, either (i) transfer immediately available funds to Buyer, which Buyer shall apply to reduce the outstanding Purchase Price of one or more of the Purchased Assets in the amount Buyer determines is necessary to cure the related breach or (ii) repurchase the related Purchased Assets in accordance with Section 3.04 to the extent necessary to fully cure the related breach of the Facility Debt Yield Test such that, after giving effect to such payments and/or repurchases, the related breach of the Facility Debt Yield Test shall be satisfied. Buyer shall apply the funds received in pursuant to this Section 4.01(b) to reduce the Repurchase Prices of one or more of the Purchased Assets that contributed to the breach by Seller of the Facility Debt Yield Test in such manner and in such amounts as Buyer determines in its sole discretion. (c) Buyer’s election not to deliver, or to forbear from delivering, a Margin Call margin deficit notice at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a notice of Margin Call notice Deficit at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied)exists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (cd) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset. Immediately after the satisfaction by Seller of each Margin Call hereunder, Seller and Buyer shall execute and deliver the appropriate amended and restated Confirmations.

Margin Deficit. (a) If on at any date (i) 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 aggregate Repurchase Price (ii) excluding Price Differential, minus cash transfers previously made from Seller to the product of (A) the applicable Buyer’s Agent in response to previous Margin Percentage times (B) the outstanding Purchase Price for such Purchased Asset as of such date (the excessCalls, if any, of for all such Transactions (ii) over (i), a “Margin Deficit”), then by notice to the Seller shall, within three (3) Business Days after notice from Buyer (a “Margin Call”), the Agent shall, require the Seller to transfer (for the account of the Buyers) to the Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to Buyer in an amount the Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal to such Margin Deficitthe then aggregate Repurchase Price (excluding Price Differential). Buyer shall apply The Agent will recalculate the funds received Purchase Value of all or a portion of the Purchased Loans (i) at the times it deems appropriate in satisfaction its sole discretion and (ii) within one Business Day after receiving a reasonable request, in writing (which may be in the form of a Margin Deficit e-mail sent to the Repurchase Obligations in Agent), for such manner as Buyer determines, to amounts due and owing under recalculation from the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by referenceRequired Buyers. (b) Buyer’s election not On any Business Day on which the Purchase Value of the Purchased Loans subject to deliverTransactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Agent shall, upon receipt of written request from the Seller, remit cash or release Purchased Loans as requested by Seller, in either case, in an amount equal to forbear from delivering, a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive the lesser of (i) the amount requested by the Seller and (ii) such Margin Deficit or Excess, subject always to the other limitations of this Agreement. If cash is to be remitted the Agent shall treat the receipt of the written request of Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Agent remits cash to the Seller, such cash shall be (y) additional Purchase Price with respect to the Transactions, and (z) subject in any way limit, stop or impair Buyer’s right all respects to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the same or any other Purchased Asset (and the conditions to delivery remission of such Margin Call under Section 4.01(a) above are satisfied). Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu Excess were the initiation of any other rights of Buyer under the Repurchase Documents or Requirements of Lawa Transaction hereunder. (c) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset.

Margin Deficit. (a) If on at any date (i) 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 aggregate Repurchase Price (ii) excluding Price Differential), minus, without duplication, cash transfers previously made from the product of (A) Seller to the applicable Buyer’s Agent in response to previous Margin Percentage times (B) the outstanding Purchase Price for such Purchased Asset as of such date (the excessCalls, if any, of for all such Transactions (ii) over (i), a “Margin Deficit”), then by notice to the Seller shall, within three (3) Business Days after notice from Buyer (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 to Buyer in an amount and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal to such Margin Deficit. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the then aggregate Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by referencePrice (excluding Price Differential). (b) Buyer’s election not On any Business Day on which the Purchase Value of the Purchased Loans subject to deliverTransactions exceeds the then outstanding aggregate Repurchase Price (excluding Price Differential) of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Agent shall, upon receipt of a written request from the Seller, remit cash or authorize Custodian to forbear from deliveringrelease Purchased Loans, a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed as requested by the Seller, in either case in an amount equal to waive the lesser of (i) the amount requested by the Seller and (ii) such Margin Deficit or Excess, subject always to the other limitations of this 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 cash to the Seller, such cash shall be (A) additional Purchase Price with respect to the Transactions, and (B) subject in any way limit, stop or impair Buyer’s right all respects to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the same or any other Purchased Asset (and the conditions to delivery remission of such Margin Call under Section 4.01(a) above are satisfied). Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu Excess were the initiation of any other rights of Buyer under the Repurchase Documents or Requirements of Lawa Transaction hereunder. (c) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset.

Margin Deficit. (a) If With respect to any Purchased Asset, if on any date (i) an amount equal to the product of the Applicable Percentage for such Purchased Asset, multiplied by the applicable Market Value for any Purchased Asset (as determined by Buyer) is less than (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Purchase Price for such Purchased Asset as of such date (the excess, if any, of (ii) over (i), a “Margin Deficit”), then Seller shall, within three two (32) Business Days after notice from Buyer (a “Margin Call”), ) either (i) transfer cash immediately available funds to Buyer in an amount at least equal to such Margin Deficit, or (ii) repurchase the related Purchased Assets in accordance with Section 3.04 to the extent necessary to fully cure the related Margin Deficit such that, after giving effect to such payments and/or repurchases, such related Margin Deficit shall be reduced to zero; provided that, prior to the occurrence and during the continuance of a Default or an Event of Default, Buyer shall not make any Margin Call to the extent the related Margin Deficit resulted solely from interest rate changes and/or credit spread movements. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by reference. (b) At any time Buyer notifies Seller in writing that Seller has failed to satisfy the Facility Debt Yield Test, Seller shall, as soon as practicable, and in no event later than two (2) Business Days from the date of such notice, either (i) transfer immediately available funds to Buyer, which Buyer shall apply to reduce the outstanding Purchase Price of one or more of the Purchased Assets in the amount Buyer determines is necessary to cure the related breach or (ii) repurchase the related Purchased Assets in accordance with Section 3.04 to the extent necessary to fully cure the related breach of the Facility Debt Yield Test such that, after giving effect to such payments and/or repurchases, the related breach of the Facility Debt Yield Test shall be satisfied. Buyer shall apply the funds received in pursuant to this Section 4.01(b) to reduce the Repurchase Prices of one or more of the Purchased Assets that contributed to the breach by Seller of the Facility Debt Yield Test in such manner and in such amounts as Buyer determines in its sole discretion. (c) Xxxxx’s election not to deliver, or to forbear from delivering, a Margin Call margin deficit notice at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a notice of Margin Call notice Deficit at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied)exists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (cd) 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 BuyerXxxxx, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset. Immediately after the satisfaction by Xxxxxx of each Margin Call hereunder, Xxxxxx and Xxxxx shall execute and deliver the appropriate amended and restated Confirmations.

Margin Deficit. (a) If on any date (i) the aggregate Market Value for any Purchased Asset (as determined by Buyer) of all Underlying Assets is less than (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) the aggregate outstanding Purchase Price for such all Purchased Asset Assets as of such date (the excess, if any, of (ii) over (i), a “Margin Deficit”), then and such Margin Deficit is greater than the Minimum Transfer Amount, Buyer may provide notice to Seller shall, within three (3as such notice is more particularly set forth below and in Section 4.01(b) Business Days after notice from Buyer (a “Margin Call”), ) of such Margin Deficit. Such notice shall require Sellers to transfer cash to Buyer in an amount at least equal to reduce the Aggregate Purchase Price, so that, after giving effect to such Margin Deficitpayments, the Aggregate Purchase Price for all Purchased Assets does not exceed the aggregate Market Value of all Underlying Assets multiplied by the Applicable Percentage as of such date. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations to reduce the Aggregate Purchase Price in such manner as Buyer determines. For the avoidance of doubt, a Margin Call may be made with respect to amounts due and owing under a single Purchased Asset, multiple Purchased Assets or any number of Underlying Assets, so long as, subject to the Repurchase Documents on 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 Market Value of such Underlying Asset is less than the product, as of such date. Additional terms and provisions governing , of (A) Buyer’s Margin Deficits and Margin Calls under Percentage times (B) the Allocated Purchase Price for such Underlying Asset, Buyer may provide a notice to Sellers in accordance with this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by reference4.01 requiring Seller to transfer cash to Buyer to eliminate such deficit. (b) Notice delivered pursuant to Section 4.01(a) may be given by any written means. Any notice given before 11:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the next Business Day; notice given after 11:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 11:00 a.m. (New York City time) on the second Business Day following such notice delivery (the foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. (c) Buyer’s election not to deliver, or to forbear from delivering, deliver a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit or in any way limit, stop limit or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied)exists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (cd) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset.

Margin Deficit. (a) If on any date In the event the Purchase Price of outstanding Transactions is greater than the sum of (i) the aggregate Market Value of the Purchased Assets (provided that with respect to any Purchased Mortgage Loan, the Market Value for any purposes of such computation will not exceed the outstanding principal balance of such Purchased Asset (as determined by BuyerMortgage Loan) is less than and (ii) cash or the product aggregate Market Value of the Eligible Mortgage Loans (Aprovided that with respect to any Eligible Mortgage Loan, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Eligible Mortgage Loan) on deposit in the applicable Buyer’s Margin Percentage times Account (B) the outstanding Purchase Price for such Purchased Asset as of such date (the excess, if any, of (ii) over (i), a “Margin Deficit”), then Custodian shall so notify Seller shallby 4:30 p.m. on such Business Day. By no later than 5:00 p.m. on the date of any such notice, within three 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 (3) Business Days after notice from Buyer (a “Margin Call”provided that with respect to any Purchased Mortgage Loan, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Purchased Mortgage Loan), transfer cash including Additional Purchased Assets and Cash, equals or exceeds the Purchase Price of outstanding Transactions and any accrued and unpaid interest relating to Buyer in an amount at least equal to the Price Differential thereon. If such Margin Deficit. Buyer shall apply Deficit is not cured by the funds received in satisfaction Repo Seller within the same Business Day (if notice of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents is provided at or before 4:30 p.m. (New York time) on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(aday) are set forth in or the Fee and Pricing Letter, and are hereby incorporated by reference. immediately following Business Day (b) Buyer’s election not to deliver, or to forbear from delivering, a Margin Call if notice at any time there is of a Margin Deficit is provided after 4:30 p.m. (New York time)) the Custodian shall not waive or notify Buyer and Seller that a Repo Event of Default has occurred, unless waived in writing by 100% of the Noteholders of each class of Notes. All Additional Purchased Assets transferred to Buyer’s Account shall be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on the same or any other be Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied). Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of LawAssets. (c) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset.

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

Margin Deficit. (a) (i) If on any date (i) the Market Value for any of a Purchased Asset (as determined by Buyer) is less than (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Purchase Repurchase Price for such Purchased Asset as of such date (the excess, if any, of (ii) over (i), a “Margin Deficit”), and provided that (I) a Credit Event relating to such Purchased Asset has occurred, and (II) each Margin Deficit shall exclude any portion thereof that resulted from any interest rate changes and/or credit spread movements, then the related Seller shall, within three five (35) Business Days after the receipt of written notice from Buyer (which notice may be by electronic mail) (a “Margin Call”), ) (i) transfer cash to Buyer in Buyer, (ii) repurchase Purchased Assets at the Repurchase Price thereof, or (iii) choose any combination of the foregoing, so that, after giving effect to such transfers, repurchases and payments, the aggregate Purchase Price for all Purchased Assets does not exceed an aggregate amount at least equal to such Margin Deficitthe products of the Market Value for each Purchased Asset, times the Applicable Percentage. Buyer shall apply the funds received in satisfaction of a Margin Deficit with respect to a Purchased Asset to the Repurchase Obligations owing with respect to such Purchased Asset. (i) In lieu of a Margin Call pursuant to Section 4.01(a)(i), Buyer may, in its discretion upon written request of the related Seller, reallocate previous partial prepayments made pursuant to Section 3.07 in order to eliminate the related Margin Deficit by increasing the Purchase Price of certain Purchased Assets and decreasing the Purchase Price of other Purchased Assets. Any such manner request for reallocation shall include a certification by such Seller that no Default or Event of Default has occurred and is continuing (except as would be cured by such reallocation), and shall set forth the following, with such back-up calculations as Buyer determinesmay require: (i) the amount of prior partial prepayments and Purchased Assets so prepaid pursuant to Section 3.07 that such Seller requests be re-allocated, (ii) the Purchased Asset to amounts due which such Seller is requesting such prior partial prepayment be applied, the new Purchase Price of such Purchased Asset and owing under the Repurchase Documents new Purchase Price of the previously prepaid Purchased Asset, in each case, after giving pro forma effect to such allocation, (iii) the amount of the Margin Deficit on each applicable Purchased Asset both immediately prior to and immediately after giving pro forma effect to such dateallocation and (iv) the PPV Test will be satisfied and the Applicable Percentage of such Purchased Asset will not exceed the Maximum Applicable Percentage, in each case after giving pro forma effect to such allocation. Additional terms Upon Buyer’s independent confirmation, in its commercially reasonable judgment, that the conclusions and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are calculations set forth in the Fee related Seller’s written request comply with the requirements set forth above, Buyer may, in its discretion, reallocate previous prepayments to those Purchased Assets for which Margin Deficits would otherwise exist, in a manner acceptable to Buyer in its commercially reasonable judgment and Pricing Lettersuch Seller shall submit new Confirmations acceptable to Buyer reflecting the new Purchase Price of all affected Purchased Assets. Notwithstanding anything to the contrary herein, and are hereby incorporated by referencein no event shall Buyer make a reallocation in respect of any LIBOR Based Transaction (i.e., in such a way that the Purchase Price of any such LIBOR Based Transaction would be increased) at any time to cure in whole or in part a Margin Deficit relating to (x) any SOFR Based Transaction or (y) any LIBOR Based Transaction where such reallocation would result in an increase to the Purchase Price of any LIBOR Based Transaction with a Repurchase Date that is later than the Repurchase Date of the LIBOR Based Transaction in respect of which such Margin Deficit exists. (b) Notwithstanding the foregoing, in the event the Margin Call arises solely as a result of Buyer’s determination of an adverse change in the value of the related Mortgaged Property as described in item (iv) of the definition of the term Credit Event, and if the related Seller disputes in good faith such determination by Buyer, such Seller shall have the right by, within the five (5) Business Day period specified in Section 4.01(a)(i), giving Buyer written notice of such dispute and depositing with Xxxxx (in an account within Buyer’s sole dominion and control) the full amount of the Margin Deficit and, the parties will proceed to attempt to resolve such dispute within the next forty-five (45) days in accordance with the appraisal procedure set forth in Schedule 3 hereto, provided that, for the avoidance of doubt, any such dispute period shall not limit any other rights or privileges of Buyer. (c) Xxxxx’s election not to deliver, or to forbear from delivering, a Margin Call margin deficit notice at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call margin deficit notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied)exists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (cd) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, General Repo Account and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset within one (1) Business Day after deposit and not, for the avoidance of doubt, on the next Remittance Date. (e) If the applicable Seller believes in good faith that the Credit Event or underlying circumstances that resulted in the most recent determination of Current Mark-to-Market Value of a Purchased Asset is no longer applicable or that the Market Value resulting from such Credit Event has otherwise materially increased, it may request that Buyer consider reassessing the Market Value of the subject Purchased Asset, and Xxxxx agrees to do so. If, as a result of such reassessment, Buyer determines, in its discretion, that the Market Value for such Purchased Asset has increased, and has received all required internal credit approvals necessary to do so, the Current Mark-to-Market Value shall be revised accordingly, subject to further adjustment as otherwise provided in this Agreement. Such Seller’s requests for Buyer to reassess the Market Value of Purchased Assets shall be limited to one (1) request per Purchased Asset per calendar quarter. Nothing in this Section 4.01(e) shall be interpreted to in any way reduce or mitigate Buyer’s sole power and discretion to determine Market Value or Credit Event. (f) If on any date within ninety (90) days following the Purchase Date of a particular Purchased Asset (and provided no Default or Event of Default has occurred and is then continuing and no Margin Deficit remains unpaid), either (i) the outstanding Purchase Price of such Purchased Asset has previously been reduced by one or more previous partial prepayments made by a Seller in accordance with Section 3.07, or (ii) on such Purchase Date, the Purchase Price of such Purchased Asset was, at such Seller’s request, less than the maximum Purchase Price approved by Buyer, as indicated on the related Confirmation, such Seller may deliver a written request to Buyer that Buyer pay to such Seller an amount equal to the amount of either (A) part or all of the partial prepayments described in clause (i) above, and/or (B) part or all of the difference described in clause (ii) above, and Buyer shall pay to such Seller the amount so requested within three (3) Business Days of the date of the related request, so long as, both immediately before and, on a pro forma basis, immediately after the date of each such payment, both the Minimum Portfolio Debt Yield Test and the PPV Test have not been breached. Prior to any such payment, such Seller shall prepare, and the Parties shall execute an amended and restated Confirmation that is otherwise acceptable to the Parties, reflecting such increased Purchase Price.

Margin Deficit. (a) If on any date (i) the Market Asset Value for any one or more Purchased Asset (as determined by Buyer) Assets is less than (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Purchase Price for such Purchased Asset (as of such date determined by Buyer in its discretion) (the excess, if any, of (ii) over (i), a “Margin Deficit”), Buyer may give Seller notice of any such Margin Deficit. So long as no Default or Event of Default has occurred and is continuing, to the extent Excess Funding Capacity exists (as determined by Buyer in its sole and absolute discretion), Buyer shall reallocate such Margin Deficit (a “Reallocation”) by increasing the Purchase Price for one or more other Purchased Assets (such Purchased Assets and the amounts of such increases to be determined by Buyer) so long as (i) such Reallocations do not result in a Default, an Event of Default or a Margin Deficit with respect to any other Purchased Asset as reasonably determined by Buyer and (ii) as a result of such Reallocations, (A) the Approved Applicable Percentage shall not be exceeded for any Purchased Asset, as determined by Buyer, (B) no Purchased Asset shall have a PPV in excess of the Required PPV Percentage, as reasonably determined by Buyer, (C) each Purchased Asset must have a Debt Yield at least equal to the Required Debt Yield Percentage, as reasonably determined by Buyer, (D) each Purchased Asset shall continue to be an Eligible Asset after such Reallocation, and (E) the Concentration Limits shall not be exceeded for any Purchased Asset; provided, however, in no event shall Buyer increase the Purchase Price for a Purchased Asset with an outstanding Margin Deficit. In connection with any such Reallocation, Seller shall execute new Confirmations promptly following request of Buyer. Seller understands and acknowledges that Reallocations may not be possible or, if possible, may not fully eliminate the Margin Deficit and that the manner, method and all other factors relating to such Reallocation are in Buyer’s sole and absolute discretion. (b) If a Reallocation does not occur or, if a Reallocation occurred but the same did not fully eliminate the Margin Deficit, then Buyer may make a margin call (a “Margin Call”) on Seller for the remaining Margin Deficit. If Buyer determines to make a Margin Call on Seller to correct the Margin Deficit, Seller shall, within three one (31) Business Days Day after notice from Buyer (a the “Margin CallCorrection Deadline”), transfer cash to Buyer in an amount at least equal necessary to eliminate such Margin Deficit. Deficit or repurchase the Purchased Asset(s) which resulted in the Margin Call. (c) Failure to satisfy any Margin Deficit by the Margin Correction Deadline shall result in an Event of Default under this Agreement. (d) For the avoidance of doubt, Buyer shall apply may require the funds received in satisfaction elimination of a Margin Deficit with respect to the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by referencea single Purchased Asset or multiple Purchased Assets. (be) Buyer’s election not to deliver, give notice of a Margin Deficit or to forbear from delivering, otherwise make a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit or in any way limit, stop limit or impair Buyer’s right to deliver a Margin Call Deficit notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied)exists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (cf) All Except as otherwise required by Buyer, all cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall AccountAccount and, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such the Purchased AssetAsset(s) to which the Margin Deficit relates.

Margin Deficit. (a) If on any date (i) the Market Value for any Purchased Asset (as determined by Buyer) is less than (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Purchase Price for such Purchased Asset as of such date (the excess, if any, of (ii) over (i), a “Margin Deficit”), then Seller shall, within three (3) Business Days after notice from Buyer (a “Margin Call”), transfer cash to Buyer in an amount at least equal to such Margin Deficit. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by reference. (b) In no case shall Buyer’s election not to deliver, or to forbear forbearance from delivering, delivering a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied). Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (c) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset.

Margin Deficit. If at any time the Asset Value of a Purchased Asset, plus any previously tendered Deficit Cure Amount (a) If on any date or, if a Deficit Cure Amount was provided by an Additional Asset, the lesser of such Deficit Cure Amount and the product of (ix) 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 (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Purchase 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 notice), at Seller's option, (i) sell to Buyer for no additional consideration (by transfer to Buyer or its designee) additional Eligible Assets with respect to which information has been furnished to Buyer in accordance with the excessprocedures set forth in Article III and which have been approved by Buyer in its sole discretion ("Additional Assets"), if any, of (ii) over (i)repurchase, a “Margin Deficit”)in whole, then Seller shall, within three (3) Business Days after notice from Buyer (a “Margin Call”), transfer cash to Buyer in an amount at least equal the Purchased Asset giving rise to such Margin Deficit. Buyer shall apply the funds received , (iii) make a payment in satisfaction reduction of a Margin Deficit to the Repurchase Obligations in Price of such manner as Buyer determinesPurchased Asset, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a(iv) are set forth deposit cash in the Fee and Pricing Letter, and are hereby incorporated by reference. (b) Buyer’s election not to deliverMargin Account, or to forbear from delivering(v) choose any combination of the foregoing, in each case in an amount (or, in the case of Additional Assets, having a deemed Purchase Price in an amount)(such amount, in each case, a Margin Call notice at any time there is a "Deficit Cure Amount") such that, after giving effect to such transfers, repurchases and payments, no Margin Deficit shall not waive or be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied)then exist. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (c) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into in the Waterfall Account, except as directed by Buyer, Margin Account and notwithstanding any provision in Section 5.02 to the contrary, shall be applied by Buyer to reduce the Purchase Repurchase Price of such the Purchased AssetAsset giving rise to the Margin Deficit on the next Payment Date.

Margin Deficit. (a) If on any date (i) 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 (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) the aggregate outstanding Purchase Price for such Purchased Asset Assets as of such date (the excess, if any, of (ii) over (i)date, a margin deficit shall exist (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, then Seller shalla 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, within three (3) Business Days after notice from Buyer may provide a Margin Call Notice to Sellers notifying Sellers of such Margin Deficit (a “Margin Call”)) and such Margin Call Notice shall require Sellers, upon Buyer’s direction or, in the case of a Margin Deficit arising solely because one or more of such Purchased Assets have ceased to be an Eligible Asset, at Seller’s option, to either (i) transfer cash to Buyer, (ii) transfer to Buyer in an amount at least equal or its designee (including Custodian) for no additional consideration additional Eligible Assets (“Additional Purchased Assets”), or (iii) choose any combination of the foregoing, so that, after giving effect to such transfers and payments, the aggregate outstanding Purchase Price for all Purchased Mortgage Loans and Purchased REMIC Certificates does not exceed the product of (A) the aggregate Market Value thereof times (B) the Applicable Purchase Price Percentage. If on any date that an REO Margin DeficitDeficit exists and a Margin Call Trigger Event shall have occurred, Buyer may provide a Margin Call Notice to Sellers notifying Sellers of such Margin Deficit (a “Margin Call”) and Sellers may, but shall have no obligation to, (i) transfer cash to Buyer, (ii) transfer to Buyer or its designee (including Custodian) for no additional consideration additional Eligible Assets (“Additional Purchased Assets”), or (iii) choose any combination of the foregoing, so that, after giving effect to such transfers, repurchases and payments, the aggregate outstanding Purchase Price for all Purchased REO Entity Interests does not exceed the product of (A) the aggregate Market Value thereof times (B) the Applicable Purchase Price Percentage. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines, ; provided that any funds received from Sellers to amounts due satisfy an REO Margin Deficit shall be applied to satisfy such REO Margin Deficit and owing under any funds received from Sellers to satisfy a Mortgage Loan/REMIC Margin Deficit shall be applied to satisfy such Mortgage Loan/REMIC Margin Deficit. For the Repurchase Documents on such date. Additional terms and provisions governing avoidance of doubt a Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by referenceCall may be made with respect to a single Purchased Asset or multiple Purchased Assets. (b) Margin Call Notices delivered pursuant to a Margin Call in Section 4.01(a) may be given by any written means. Any Margin Call Notice with respect to a Mortgage Loan/REMIC Margin Deficit given before 11:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day; notice given after 11:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 11:00 a.m. (New York City time) on the second Business Day following such notice delivery (the foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Notwithstanding anything to the contrary herein, in no event shall Buyer have recourse against any Seller for failing to cure a Margin Deficit with respect to the REO Entity Interests, and any recourse to the Guarantor for any such Margin Deficit shall be subject to the Recourse Limit. (c) Buyer’s election not to deliver, or to forbear from delivering, deliver a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit or in any way limit, stop limit or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied)exists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (cd) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account or REO Collection Account, as applicable, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset.

Margin Deficit. (a) If The Administrative Agent will recalculate the Purchase Value of all Purchased Loans on any date (i) that the Market Value for of Purchased Loans is calculated by the Administrative Agent or Syndication Agent as described in Section 6.6 and on any other date if requested by the Syndication Agent or at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Asset (as determined by Buyer) Loans subject to all Transactions hereunder is less than the aggregate Repurchase Price (ii) excluding Price Differential minus cash transfers previously made from Seller to the product of (A) the applicable Buyer’s Administrative Agent in response to previous Margin Percentage times (B) the outstanding Purchase Price for such Purchased Asset as of such date (the excessCalls, if any, of ) for all such Transactions (ii) over (i), a “Margin Deficit”), then by notice to the Seller shall, within three (3) Business Days after notice from Buyer (a “Margin Call”), the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to Buyer in an amount the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal to such Margin Deficit. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the then aggregate Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by referencePrice (excluding Price Differential). (b) Buyer’s election not On any Business Day on which the Purchase Value of the Purchased Loans subject to deliverTransactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of written request from the Seller, remit cash or release Purchased Loans as requested by Seller, in either case, in an amount equal to forbear from delivering, a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive the lesser of (i) the amount requested by the Seller and (ii) such Margin Deficit or Excess, subject always to the other limitations of this Agreement. If cash is to be remitted the Administrative Agent shall treat the receipt of the written request of Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, such cash shall be (y) additional Purchase Price with respect to the Transactions, and (z) subject in any way limit, stop or impair Buyer’s right all respects to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the same or any other Purchased Asset (and the conditions to delivery remission of such Margin Call under Section 4.01(a) above are satisfied). Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu Excess were the initiation of any other rights of Buyer under the Repurchase Documents or Requirements of Lawa Transaction hereunder. (c) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset.

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 Purchase Price for of such Purchased Asset as of such date (the excess, if any, of (ii) over (i), an “Asset Margin Deficit”); and after Buyer’s application of the Pledged Market Value of any Additional Purchased Assets related to such Purchased Asset previously transferred to Buyer to reduce the Asset Margin Deficit, such Asset Margin Deficit equals or exceeds the Minimum Margin Call Amount, Seller shall, upon notice from Buyer (such notice, an “Asset Margin Call”), transfer to Buyer cash, or if Seller and Buyer (in its discretion) agree, transfer to Buyer Additional Purchased Assets and Margin Assets for no additional consideration, so that after giving effect to such payments or transfers, the product of (x) the Market Value of such Purchased Asset and (y) the Applicable Percentage of such Purchased Asset exceeds the Purchase Price of such Purchased Asset; provided that in the Buyer’s discretion, Seller may request that the Pledged Market Value of any previously delivered Additional Purchased Assets or Margin Assets be applied to reduce any Asset Margin Deficit to satisfy the related Asset Margin Call, provided further, for the avoidance of doubt, that the Pledged Market Value of any Additional Purchased Asset or Margin Assets shall not be applied to more than one Asset Margin Deficit on any date. (b) If on an Early Repurchase Date or Remittance Date, the (i) aggregate Market Value of the Purchased Assets (excluding Additional Purchased Assets and Margin Assets) is less than (ii) the sum of the products for all Purchased Assets of (A) the Purchase Price of each Purchased Asset and (B) the Buyer’s Margin Percentage for such Purchased Asset (the excess, if any, of (ii) over (i), a “Pool Margin Deficit” and any Asset Margin Deficit or Pool Margin Deficit, each also a “Margin Deficit”); and after Buyer’s application of the Pledged Market Value of any Additional Purchased Assets and Margin Assets previously transferred to Buyer to reduce the Pool Margin Deficit, then such Pool Margin Deficit is greater than zero, Seller shall, within three (3) Business Days after upon notice from Buyer (such notice, a “Pool Margin Call”, and any Asset Margin Call or Pool Margin Call, each also a “Margin Call”), transfer cash to Buyer cash, or if Seller and Buyer (in an amount at least equal it is discretion) agree, transfer to Buyer Additional Purchased Assets and Margin Assets for no additional consideration, so that in each case, after giving effect to such transfers or payments, such Pool Margin Deficit. Deficit is reduced to zero. (c) Buyer shall apply the funds or Additional Purchased Assets and Margin Assets received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents . 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 such date. a Business Day shall be met with payment of cash or transfer of Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing LetterPurchased Assets, and are hereby incorporated by referencethe related Margin Call satisfied, no later than 5:00 p.m. New York City time on the following Business Day; notice received after 11:00 a.m. New York City time on a Business Day shall be met with payment of cash or transfer of Additional Purchased Assets, and the related Margin Call satisfied, no later than 5:00 p.m. New York City time two (2) Business Days following the date of such notice. (bd) Buyer’s election not to deliver, or to forbear from delivering, deliver a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit or in any way limit, stop limit or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied)exists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (ce) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into an account designated by the Waterfall Account, except as directed by Buyer, Buyer and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset. (f) Additional Purchased Assets transferred to Buyer in satisfaction of a Margin Deficit pursuant to the Section 4.01 shall become property of Buyer to the same extent as are Purchased Assets.

Margin Deficit. (a) If on any date (i) Business Day the Market Value for any of a Purchased Asset (as determined by Buyer) is less than (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Purchase Repurchase Price for such Purchased Asset as of such date (the excess, if any, of (ii) over (i), a “Margin Deficit”), then Buyer shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the right from time to time as determined in its sole and absolute discretion to make a margin call in writing (“Margin Call”) to Seller. (b) Upon delivery of a Margin Call on any Business Day, Seller shall, within three one (31) Business Days after notice Day from Buyer 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 (a “2) Business Days, (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Call”)Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner permitted by Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in an the amount at least equal necessary (as such amount may be reduced by any application of Margin Excess pursuant to such clause (i) above) to fully cure the related Margin Deficit. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by reference. (bc) In no case shall Buyer’s election not to deliver, or to forbear forbearance from delivering, delivering a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied)Asset. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (cd) 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 BuyerXxxxx, 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 (i) the Market Value for any Purchased Asset (as determined by Buyer) is less than (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Purchase Price for such Purchased Asset as of such date (the excess, if any, of (ii) over (i), a “Margin Deficit”), then Seller shall, within three (3) Business Days after notice from Buyer (a “Margin Call”), transfer cash to Buyer in an amount at least equal to such Margin Deficit. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by reference. (b) Buyer’s election not to deliver, or to forbear from delivering, a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied). Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (c) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset. Immediately after the satisfaction by Seller of each Margin Call hereunder, Seller and Buyer shall execute and deliver the appropriate amended and restated Confirmations.

Margin Deficit. (a) If With respect to any Purchased Asset, if on any date (iI) a Credit Event has occurred with respect to such Purchased Asset, (II) an amount equal to the product of the Applicable Percentage for such Purchased Asset, multiplied by the applicable Market Value for any Purchased Asset (as determined by Buyer) is less than (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Purchase Price for such Purchased Asset as of such date (the excess, if any, of (ii) over (i), a “Margin Deficit”), and (III) the amount of such Margin Deficit exceeds (or the aggregate amount of all Margin Deficits collectively exceeds) the Materiality Threshold, then Seller shall, within three two (32) Business Days after notice from Buyer (a “Margin Call”), ) either (i) transfer cash immediately available funds to Buyer in an amount at least equal to such Margin Deficit, or (ii) repurchase the related Purchased Assets in accordance with Section 3.04 to the extent necessary to fully cure the related Margin Deficit such that, after giving effect to such payments and/or repurchases, such related Margin Deficit shall be reduced to zero; provided that, prior to the occurrence and during the continuance of a Default or an Event of Default, Buyer shall not make any Margin Call to the extent the related Margin Deficit resulted solely from interest rate changes and/or credit spread movements. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by reference. (b) At any time Buyer notifies Seller in writing that Seller has failed to satisfy the Facility Debt Yield Test, Seller shall, as soon as practicable, and in no event later than two (2) Business Days from the date of such notice, either (i) transfer immediately available funds to Buyer, which Buyer shall apply to reduce the outstanding Purchase Price of one or more of the Purchased Assets in the amount Buyer determines is necessary to cure the related breach or (ii) repurchase the related Purchased Assets in accordance with Section 3.04 to the extent necessary to fully cure the related breach of the Facility Debt Yield Test such that, after giving effect to such payments and/or repurchases, the related breach of the Facility Debt Yield Test shall be satisfied. Buyer shall apply the funds received in pursuant to this Section 4.01(b) to reduce the Repurchase Prices of one or more of the Purchased Assets that contributed to the breach by Seller of the Facility Debt Yield Test in such manner and in such amounts as Buyer determines in its sole discretion.[Reserved]. (c) Buyer’s election not to deliver, or to forbear from delivering, a Margin Call margin deficit notice at any time there is a Margin Deficit exceeding the Materiality Threshold shall not waive or be deemed to waive such thesuch Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a notice of Margin Call notice Deficit at any time when the same or any other Margin Deficit exists on in excess of the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied)Materiality Threshold exists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (cd) 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 BuyerBxxxx, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset. Immediately after the satisfaction by Sxxxxx of each Margin Call hereunder, Sxxxxx and Bxxxx shall execute and deliver the appropriate amended and restated Confirmations.

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 Purchase Repurchase Price for such Purchased Asset as of such date date, plus an amount equal to the estimated amount that Seller would be entitled to receive on the next Remittance Date pursuant to clause seventh of Section 5.02 or clause sixth of Section 5.03, as determined by Buyer (the excess, if any, of (ii) over (i), a “Margin Deficit”)) and such Margin Deficit equals to or exceeds the Margin Threshold, then Seller shall, within three (3) Business Days after upon notice from Buyer (such notice, a “Margin Call”) transfer to Buyer cash, or if Seller and Buyer mutually agree, transfer to Buyer or Custodian for no additional consideration additional Eligible Assets (“Additional Purchased Assets”), transfer cash to Buyer in an amount at least equal so that after giving effect to such transfers and payments, the Margin DeficitDeficit has been reduced to zero. Buyer shall apply the funds or Additional Purchased Assets received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents . 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 such date. a Business Day shall be met with payment of cash or transfer of Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing LetterPurchased Assets, and are hereby incorporated by referencethe related Margin Call satisfied, no later than 5:00 p.m. New York City time on the following Business Day; notice received after 11:00 a.m. New York City time on a Business Day shall be met with payment of cash or transfer of Additional Purchased Assets, and the related Margin Call satisfied, no later than 5:00 p.m. New York City time two (2) Business Days following the date of such notice. (b) Buyer’s election not to deliver, or to forbear from delivering, deliver a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit or in any way limit, stop limit or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied)exists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (c) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall AccountAccount and, except as directed by Buyer, and notwithstanding any provision in the provisions of Section 5.02 to the contrary5.02, shall be applied to reduce the Purchase Price of such Purchased Asset.

Margin Deficit. (a) If on any date (i) the Market Value for any Purchased Asset (as determined by Buyer) is less than (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Purchase Repurchase Price for such Purchased Asset as of such date (the excess, if any, of (ii) over (i), a “Margin Deficit”), then Seller shallthen, within three at any time when (3i) Business Days after notice a Default or an Event of Default has occurred and is continuing, or (ii) the Minimum Margin Threshold is exceeded, Buyer shall have the right from Buyer time to time as determined in its sole and absolute discretion to make a margin call (a “Margin Call”), transfer cash ) to Buyer in an amount at least equal to such Margin Deficit. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such dateSeller. Additional terms and provisions governing concerning Margin Deficits and Margin Calls under this Section 4.01(a) 4.01 are set forth in Section 5 of the Fee and Pricing Letter, and are hereby incorporated herein by reference. (b) Buyer’s election not to deliver, or to forbear from delivering, a Margin Call margin deficit notice at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call margin deficit notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied)exists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (c) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such the related Purchased Asset. (d) After the satisfaction of each Margin Deficit under this Section 4.01, Seller and Buyer shall execute all necessary and appropriate amended Confirmations, as determined by Buyer.

Margin Deficit. (a) If on any 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 (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) the aggregate outstanding 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 excess, if any, of either (i) or (ii) over (i), a “Margin Deficit”), then and such Margin Deficit is greater than the Minimum Transfer Amount, Buyer may provide notice to Seller shall, within three (3as such notice is more particularly set forth below and in Section 4.01(b) Business Days after notice from Buyer (a “Margin Call”), ) of such Margin Deficit. Such notice shall require Seller to transfer cash to Buyer in an amount at least equal 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 DeficitAmount 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, to amounts due and owing under . For the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by reference. (b) Buyer’s election not to deliver, or to forbear from deliveringavoidance of doubt, a Margin Call notice at any time there is a Margin Deficit shall not waive or may be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied). Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (c) All cash transferred to Buyer pursuant to this Section 4.01 made with respect to a single Purchased Asset shall be deposited into the Waterfall AccountAsset, except as directed by Buyermultiple Purchased Assets or any number of Underlying Assets, and notwithstanding any provision in Section 5.02 so long as, subject to the contraryfollowing sentence, shall be applied to reduce 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 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 of for such Purchased Underlying Asset, Buyer may provide a notice to Seller in accordance with this Section 4.01 requiring Seller to transfer cash to Buyer to eliminate such deficit.

Margin Deficit. (a) If With respect to any Purchased Asset or group of Purchased Assets, if on any date either of the following has occurred (iI) the Market Value 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 (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding 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 excess, if any, amount of any shortfall under clause (iiI) over or the amount necessary to cure any violation under clause (iII), a “Margin Deficit”), then Buyer shall have the right from time to time as determined in its sole discretion to make a margin call on Seller (a “Margin Call”) in an amount equal to the amount of the related Margin Deficit; provided that, (i) prior to the occurrence and continuation of a Default or an Event of Default, Buyer shall only make a Margin Call if the related Margin Deficit or Margin Deficits exceeds the Material Impairment Threshold, (ii) prior to the occurrence and continuance of a Default or an Event of Default, Buyer shall not make any Margin Call under clause (I) above in connection with any Purchased Asset that accrues interest at a floating rate to the extent that the related Margin Deficit resulted from interest rate changes and/or credit spread movements, and (iii) for the avoidance of doubt, but subject to the foregoing clauses (i) and (ii), Buyer shall be permitted to make Margin Calls hereunder in connection with multiple assets at the same time. In lieu of the satisfaction by Seller of a Margin Call under clause (I) above through the payment of cash or in combination with Seller’s payment of cash, Buyer may elect, in its sole and absolute discretion, upon a written request of Seller that satisfies all of the requirements set forth in clauses (w) through (z) below (to be received prior to the date that the related Margin Deficit is due), to reallocate any then-currently available Margin Excess in order to eliminate the related Margin Deficit by increasing the Purchase Price of a Purchased Asset with the related Margin Excess and decreasing the Purchase Price of the Purchased Asset that is the subject of the related Margin Call. Any such written request for reallocation shall include the following, with such back-up calculations as Buyer may require: (w) the Purchased Asset(s) with respect to which Margin Excess exists and the amount of such Margin Excess that Seller requests be re-allocated, (x) the Purchased Asset to which Seller is requesting such Margin Excess be applied, the new Purchase Price of such Purchased Asset and the new Purchase Price of the Purchased Asset with the related Margin Excess, in each case, after giving pro forma effect to such allocation, (y) the amount of the Margin Deficit on the Purchased Asset to which such Margin Excess is to be applied both immediately prior to and immediately after giving pro forma effect to such allocation and (z) a certification from Seller that no Default or Event of Default has occurred and is continuing (except as would be cured by such reallocation). Upon Buyer’s independent confirmation, to be made in 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 thereafter, Seller shall execute and deliver new Confirmations acceptable to Buyer reflecting the new Purchase Price of all affected Purchased Assets. (b) To the extent any Margin Deficit that is subject to a Margin Call under Section 4.01(a)(I) above is not eliminated by way of a Margin Excess reallocation pursuant to Section 4.01(a), or in the case of any Margin Call under Section 4.01(a)(II) above, in each case, Seller shall, within three (3) Business Days after notice from Buyer that a Margin Call has occurred (a “Margin Call”provided that, if such notice is delivered to Seller after 1:00 p.m. (New York City time), such three (3) Business Day period shall commence on the Business Day following Buyer’s delivery thereof), at Seller’s option (i) transfer cash to Buyer in an amount Buyer, (ii) repurchase Purchased Assets at least equal the Repurchase Price thereof, or (iii) choose any combination of the foregoing, so that, after giving effect to such Margin Deficit. Buyer shall apply transfers, repurchases and payments, the funds received in satisfaction of a related Margin Deficit to the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by referenceis fully cured. (bc) In no case shall Buyer’s election not to deliver, or to forbear forbearance from delivering, delivering a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied)Asset. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (cd) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of either (i) in connection with any Margin Deficit under Section 4.01(a)(I), the Purchased Asset to which such Margin Deficit relates, or (ii) in connection with any Margin Deficit under Section 4.01(a)(II), to the unpaid Purchase Price(s) of such Purchased AssetAsset(s) as Buyer shall determine in its sole discretion. Immediately after the satisfaction by Seller of each Margin Call hereunder, Seller and Buyer shall execute and deliver the appropriate amended and restated Confirmations.

Margin Deficit. (a) If on any date (i) If, on any 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 (ii) the product of (A) the applicable Buyer’s Maximum Margin Percentage times (B) the aggregate outstanding Purchase Price for such Purchased Asset Assets as of such date (the excess, if any, of (ii) over (i), a “Transaction Margin Deficit”), then and such Transaction Margin Deficit, minus the Pledged Market Value of any 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 shall, within three (3as such notice is more particularly set forth below and in Section 4.01(b) Business Days after notice from Buyer (a “Transaction Margin Call”)) of such Transaction Margin Deficit. Such notice shall require Seller, in Buyer’s discretion, to (i) transfer cash to Buyer, (ii) repurchase Purchased Assets at the Repurchase Price thereof, (iii) if Seller and Buyer (in an amount at least equal its discretion) agree, transfer to Buyer or its designee (including Custodian) for no additional consideration additional Eligible Grantor Trust Interests or Eligible Pass-Through Trust Interests, as applicable (“Additional Purchased Assets”) and Margin Assets, or (iv) deliver any combination of the 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, to amounts due and owing under . For the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by reference. (b) Buyer’s election not to deliver, or to forbear from delivering, avoidance of doubt a Transaction Margin Call notice at any time there is a Margin Deficit shall not waive or may be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied). Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (c) All cash transferred to Buyer pursuant to this Section 4.01 made with respect to a single Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such or multiple Purchased AssetAssets.

Margin Deficit. (a) If on at any date (i) 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 aggregate Repurchase Price (ii) excluding Price Differential), minus, without duplication, cash transfers previously made from the product of (A) Seller to the applicable Buyer’s Agent in response to previous Margin Percentage times (B) the outstanding Purchase Price for such Purchased Asset as of such date (the excessCalls, if any, of for all such Transactions (ii) over (i), a “Margin Deficit”), then by notice to the Seller shall, within three (3) Business Days after notice from Buyer (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 to Buyer in an amount and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal to such Margin Deficit. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the then aggregate Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by referencePrice (excluding Price Differential). (b) Buyer’s election not to deliver, or to forbear from delivering, a Margin Call notice at On any time there is a Margin Deficit shall not waive or be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists Business Day on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied). Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (c) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce which the Purchase Price Value of such the Purchased Asset.Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price

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

Margin Deficit. (a) If on at any date (i) 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 aggregate Repurchase Price (ii) excluding Price Differential, minus cash transfers previously made from Seller to the product of (A) the applicable Buyer’s Agent in response to previous Margin Percentage times (B) the outstanding Purchase Price for such Purchased Asset as of such date (the excessCalls, if any, of for all such Transactions (ii) over (i), a “Margin Deficit”), then by notice to the Seller shall, within three (3) Business Days after notice from Buyer (a “Margin Call”), the Agent shall, require the Seller to transfer (for the account of the Buyers) to the Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to Buyer in an amount the Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal to such Margin Deficitthe then aggregate Repurchase Price (excluding Price Differential). Buyer shall apply The Agent will recalculate the funds received Purchase Value of all or a portion of the Purchased Loans at the times it deems appropriate in satisfaction its sole discretion and at any other time at the reasonable request of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by referenceRequired Buyers. (b) Buyer’s election not On any Business Day on which the Purchase Value of the Purchased Loans subject to deliverTransactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Agent shall, upon receipt of written request from the Seller, remit cash or release Purchased Loans as requested by Seller, in either case, in an amount equal to forbear from delivering, a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive the lesser of (i) the amount requested by the Seller and (ii) such Margin Deficit or Excess, subject always to the other limitations of this Agreement. If cash is to be remitted the Agent shall treat the receipt of the written request of Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Agent remits cash to the Seller, such cash shall be (y) additional Purchase Price with respect to the Transactions, and (z) subject in any way limit, stop or impair Buyer’s right all respects to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the same or any other Purchased Asset (and the conditions to delivery remission of such Margin Call under Section 4.01(a) above are satisfied). Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu Excess were the initiation of any other rights of Buyer under the Repurchase Documents or Requirements of Lawa Transaction hereunder. (c) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset.

Margin Deficit. (a) If on any date (i) the Market Value for any of all Purchased Asset (as determined by Buyer) Assets is less than (ii) the product of (A) the applicable Buyer’s 's Margin Percentage times (B) the outstanding Purchase Repurchase Price for such all Purchased Asset Assets as of such date (the excess, if any, of (ii) over (i), a “Margin Deficit”), then Seller shall, within three (3) Business Days after upon notice from Buyer (such notice, a “Margin Call”) transfer to Buyer cash, or if Seller and Buyer mutually agree, transfer to Buyer or Custodian for no additional consideration additional Eligible Assets and/or Agency ARMS (collectively), transfer cash to Buyer in an amount at least equal (“Additional Purchased Assets”), so that after giving effect to such transfers and payments, the Margin DeficitDeficit has been reduced to zero. Buyer shall apply the funds or Additional Purchased Assets received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents . 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 such date. a Business Day shall be met with payment of cash or transfer of Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing LetterPurchased Assets, and are hereby incorporated by referencethe related Margin Call satisfied, no later than 5:00 p.m. New York City time on the following Business Day; notice received after 11:00 a.m. New York City time on a Business Day shall be met with payment of cash or transfer of Additional Purchased Assets, and the related Margin Call satisfied, no later than 5:00 p.m. New York City time two (2) Business Days following the date of such notice. (b) Buyer’s 's election not to deliver, or to forbear from delivering, deliver a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit or in any way limit, stop limit or impair Buyer’s 's right to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied)exists. Buyer’s 's rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (c) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into an account designated by the Waterfall Account, except as directed by Buyer, Buyer and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset. (d) Buyer shall have the right to re-determine the Market Value of any or all Additional Purchased Assets at any time. For purposes of this Agreement, only ninety-five percent (95%) of the Market Value of Agency ARMS will be used to satisfy a Margin Deficit or otherwise for purposes of calculating the Market Value of Additional Purchased Assets.

Margin Deficit. (a) If on any date (i) the Market Value for any of all Purchased Asset (as determined by Buyer) Assets that are Eligible Assets 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 Purchase Repurchase Price for such Purchased Asset as of such date (the excess, if any, of (ii) over (i), a “Margin Deficit”), then Seller shalland such Margin Deficit is greater than the Minimum Margin Amount, within three (3) Business Days after the Sellers shall upon notice from Buyer (such notice, a “Margin Call”), ) transfer cash to Buyer in an amount at least equal cash, so that after giving effect to such payments, the Margin DeficitDeficit has been reduced to zero. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents . 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 such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Lettera Business Day shall be met with payment of cash, and are hereby incorporated by referencethe related Margin Call satisfied, no later than 5:00 p.m. New York City time on the following Business Day; notice received after 11:00 a.m. New York City time on a Business Day shall be met with payment of cash, and the related Margin Call satisfied, no later than 5:00 p.m. New York City time two (2) Business Days following the date of such notice. (b) Buyer’s election not to deliver, or to forbear from delivering, deliver a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit or in any way limit, stop limit or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied)exists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (c) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall AccountAccount and, except as directed by Buyer, and notwithstanding any provision in the provisions of Section 5.02 to the contrary5.02, shall be applied to reduce the Purchase Price of such Purchased Asset.

Margin Deficit. (a) If With respect to any Purchased Asset or all Purchased Assets, as applicable, if on any date either of the following has occurred: (iI) the Market Value for any individual Purchased Asset, the Asset (as determined by Buyer) Value is less than (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Purchase Price for such Purchased Asset as of such date date, or (II) for all Purchased Assets, the Facility Debt Yield Test is not satisfied (the excess, if any, amount of any shortfall under clause (iiI) over or the amount necessary to satisfy clause (iII), a “Margin Deficit”), then Buyer shall have the right from time to time as determined in its sole discretion to make a margin call on Seller shall(a “Margin Call”) in an amount equal to the amount of the related Margin Deficit; provided that, within prior to the occurrence and continuance of a Default or an Event of Default, Buyer shall only make a Margin Call if the related Margin Deficit exceeds, or if the aggregate of all Margin Deficits collectively exceeds, the applicable Material Impairment Threshold. (b) Within three (3) Business Days after notice receiving a Margin Call from Buyer, Seller shall satisfy such Margin Call in full by any one or more of the following methods: (i) a transfer of cash from Seller to Buyer to reduce the Purchase Price of the related Purchased Asset(s), (ii) a “repurchase by Seller of the related Purchased Asset(s) at the related Repurchase Price(s) thereof, or (iii) subject to the terms and conditions of this Section 4.01(b), a reallocation by Buyer of available Margin Excess to the related Purchased Asset(s). If Seller believes that Margin Excess exists with respect to any other Purchased Asset(s) at the time Buyer makes a Margin Call”), Seller may submit a written request to Buyer to reallocate such Margin Excess to the Purchased Asset(s) that are the subject of such Margin Call. Any such request (i) shall identify the Purchased Assets that are the subject of such request, (ii) shall be delivered to Buyer at least one (1) Business Day prior to the date on which the related Margin Call is due, (iii) shall include the following information and such back-up calculations as Buyer may require: (A) the amount of Margin Excess that Seller requests be reallocated, (B) the Purchase Price of such Purchased Assets both before and after giving pro forma effect to such reallocation and (C) the amount of the related Margin Deficit both before and after giving pro forma effect to such reallocation, and (iv) shall include a certification from Seller that no Default (except as would be cured by such reallocation) or Event of Default has occurred and is continuing. Upon Buyer’s determination in its sole discretion that Margin Excess exists and that the conclusions and calculations set forth in Seller’s request comply with the requirements set forth above, Buyer shall reallocate the related Margin Excess by increasing the Purchase Price of the Purchased Asset(s) with Margin Excess and decreasing the Purchase Price of the Purchased Asset(s) with Margin Deficit; provided that if the Margin Call is not satisfied in full pursuant to such reallocation, Seller shall transfer sufficient cash to Buyer in an amount at least equal to such satisfy the Margin Call and eliminate the related Margin Deficit. Immediately after the satisfaction by Seller of each Margin Call hereunder, Seller and Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines, to amounts due execute and owing under the Repurchase Documents on such date. Additional terms deliver an Amended and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by referenceRestated Confirmation. (bc) Buyer’s election not to deliver, or to forbear from delivering, delivering a Margin Call margin deficit notice at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call margin deficit notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied)exists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (cd) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied as determined by Buyer to reduce the Purchase Price of such Purchased Assetrelated Margin Deficit until the Margin Call has been satisfied in full.

Margin Deficit. (a) If on any date (i) prior to the Extension Period, and during the first ninety (90) days of the Extension Period, the Market Value for any of all Purchased Asset (as determined by Buyer) Assets is less than (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) the aggregate outstanding Purchase Price for such Purchased Asset Assets as of such date, (ii) any date after the ninetieth (90th) day following the start of the Extension Period, the Extension Margin Amount as of such date is less than the aggregate Purchase Price of all Purchased Assets (the excess, if any, of either (i) or (ii) over (i), a “Margin Deficit”), then and such Margin Deficit is greater than the Minimum Transfer Amount, Buyer may provide notice to Seller shall, within three (3as such notice is more particularly set forth below and in Section 4.01(b) Business Days after notice from Buyer (a “Margin Call”), ) of such Margin Deficit. Such notice shall require Seller to transfer cash to Buyer in an amount at least equal to reduce the Aggregate Purchase Price, so that, after giving effect to such payments, the Aggregate Purchase Price for all Purchased Assets does not exceed the aggregate Market Value thereof multiplied by the Applicable Percentage or, after the (90th) day following the start of the Extension Period, the Extension Margin DeficitAmount 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 amounts due and owing under a single Purchased Asset or multiple Purchased Assets, so long as a Margin Deficit that is greater than the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by referenceMinimum Transfer Amount exists. (b) Notice delivered pursuant to Section 4.01(a) may be given by any written means. Any notice given before 11:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the next Business Day; notice given after 11:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 11:00 a.m. (New York City time) on the second Business Day following such notice delivery (the foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. (c) Buyer’s election not to deliver, or to forbear from delivering, deliver a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit or in any way limit, stop limit or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied)exists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (cd) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset.

Margin Deficit. (a) If With respect to any Purchased Asset or all Purchased Assets, as applicable, if on any date either of the following has occurred: (iI) the Market Value for any individual Purchased Asset, the Asset (as determined by Buyer) Value is less than (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Purchase Price for such Purchased Asset as of such date date, or (II) for all Purchased Assets, the Facility Debt Yield Test is not satisfied (the excess, if any, amount of any shortfall under clause (iiI) over or the amount necessary to satisfy clause (iII), a “Margin Deficit”), then Buyer shall have the right from time to time as determined in its sole discretion to make a margin call on Seller shall, within three (3) Business Days after notice from Buyer (a “Margin Call”), transfer cash to Buyer ) in an amount at least equal to such the amount of the related Margin Deficit. ; provided that, prior to the occurrence and continuance of a Default or an Event of Default, Buyer shall apply the funds received in satisfaction of only make a Margin Call if the related Margin Deficit to exceeds, or if the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing aggregate of all Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in collectively exceeds, the Fee and Pricing Letter, and are hereby incorporated by referenceapplicable Material Impairment Threshold. (b) Upon Buyer making a Margin Call for any reason in accordance with this Agreement, Seller shall, within two (2) Business Days after notice of such Margin Call from Buyer, (i) transfer cash to Buyer, (ii) repurchase the Purchased Asset(s) that caused the related Margin Deficit at the related Repurchase Price(s) thereof, or (iii) choose any combination of the foregoing, so that, after giving effect to such repurchases and payments, the Margin Deficit is cured. (c) Buyer’s election not to deliver, or to forbear from delivering, delivering a Margin Call margin deficit notice at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call margin deficit notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied)exists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (cd) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price related Margin Deficit until the Margin Call has been satisfied in full. Immediately after the satisfaction by Seller of such Purchased Asseteach Margin Call hereunder, Seller and Buyer shall execute and deliver an Amended and Restated Confirmation.

Margin Deficit. (a) If on any date (i) the Market Value for any of a Purchased Asset (as determined by Buyer) is less than (ii) the product of (A) the applicable Buyer’s Margin Percentage times multiplied by (B) the outstanding Purchase Repurchase Price for such Purchased Asset as of such date (the excess, if any, of (ii) over (i), a “Margin Deficit”), then Seller shall, within three (3) Business Days after notice from Buyer (a “Margin Call”), transfer cash to Buyer in an amount at least equal to such Margin Deficit. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determinesdetermines in its discretion, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by reference. (b) Buyer’s election in its discretion not to deliver, or to forbear from delivering, deliver a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit or in any way limit, stop limit or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to the delivery of such Margin Call notice under Section 4.01(a) above are satisfied). Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (c) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Collection Account, except as directed by BuyerBuyer in its discretion, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset. (d) Additional terms and provisions concerning the Debt Yield Test are set forth in the Fee and Pricing Letter, and are hereby incorporated by reference.

Margin Deficit. (a) If on any 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 Purchase Price for of such Purchased Asset as of such date (the excess, if any, of (ii) over (i), a 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 such Asset Margin Deficit equals or exceeds the Minimum Margin Call Amount, Seller shall, within three (3) Business Days after upon notice from Buyer (a 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 payments or transfers, the product of (x) the Market Value of such Purchased Asset and (y) the Applicable Percentage of such Purchased Asset exceeds the Purchase Price of such Purchased Asset; provided that in the Buyer’s discretion, Seller may request that the Pledged Market Value of any previously delivered Additional Purchased Assets or Margin Assets be applied to reduce any Asset Margin Deficit to satisfy the related Asset Margin Call, provided further, for the avoidance of doubt, that the Pledged Market Value of any Additional Purchased Asset or Margin Assets shall not be applied to more than one Asset Margin Deficit on any date. (b) If on an Early Repurchase Date or Remittance Date, the (i) aggregate Market Value of the Purchased Assets which are RMBS (excluding Additional Purchased Assets and Margin Assets) is less than (ii) the sum of the products for all Purchased Assets which are RMBS of (A) the Purchase Price of each Purchased Asset and (B) the Buyer’s Margin Percentage for such Purchased Asset (the excess, if any, of (ii) over (i), a “RMBS Margin Deficit. ”); and after Buyer’s application of the Pledged Market Value of any Additional Purchased Assets which are RMBS and Margin Assets which are RMBS previously transferred to Buyer to reduce the RMBS Margin Deficit, such RMBS Margin Deficit is greater than zero, Seller shall, upon notice from Buyer (such notice, a “RMBS Margin Call”), transfer to Buyer cash, or if Seller and Buyer (in it is discretion) agree, transfer to Buyer Additional Purchased Assets and Margin Assets for no additional consideration, so that in each case, after giving effect to such transfers or payments, such RMBS Margin Deficit is reduced to zero. (c) If on an Early Repurchase Date or Remittance Date, the (i) aggregate Market Value of the Purchased Assets which are CMBS (excluding Additional Purchased Assets and Margin Assets) is less than (ii) the sum of the products for all Purchased Assets which are CMBS of (A) the Purchase Price of each Purchased Asset and (B) the Buyer’s Margin Percentage for such Purchased Asset (the excess, if any, of (ii) over (i), a “CMBS Margin Deficit”); and after Buyer’s application of the Pledged Market Value of any Additional Purchased Assets which are CMBS and Margin Assets which are CMBS previously transferred to Buyer to reduce the CMBS Margin Deficit, such CMBS Margin Deficit is greater than zero, Seller shall, upon notice from Buyer (such notice, a “CMBS Margin Call”), transfer to Buyer cash, or if Seller and Buyer (in it is discretion) agree, transfer to Buyer Additional Purchased Assets and Margin Assets for no additional consideration, so that in each case, after giving effect to such transfers or payments, such CMBS Margin Deficit is reduced to zero. (d) If on an Early Repurchase Date or Remittance Date, the (i) aggregate Market Value of the Purchased Assets which are Consumer ABS (excluding Additional Purchased Assets and Margin Assets) is less than (ii) the sum of the products for all Purchased Assets which are Consumer ABS of (A) the Purchase Price of each Purchased Asset and (B) the Buyer’s Margin Percentage for such Purchased Asset (the excess, if any, of (ii) over (i), a “Consumer ABS Margin Deficit”); and after Buyer’s application of the Pledged Market Value of any Additional Purchased Assets which are Consumer ABS and Margin Assets which are Consumer ABS previously transferred to Buyer to reduce the Consumer ABS Margin Deficit, such Consumer ABS Margin Deficit is greater than zero, Seller shall, upon notice from Buyer (such notice, a “Consumer ABS Margin Call”), transfer to Buyer cash, or if Seller and Buyer (in it is discretion) agree, transfer to Buyer Additional Purchased Assets and Margin Assets for no additional consideration, so that in each case, after giving effect to such transfers or payments, such Consumer ABS Margin Deficit is reduced to zero. (e) Buyer shall apply the funds or Additional Purchased Assets and Margin Assets received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents . 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 such date. a Business Day shall be met with payment of cash or transfer of Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing LetterPurchased Assets, and are hereby incorporated by referencethe related Margin Call satisfied, no later than 5:00 p.m. New York City time on the following Business Day; notice received after 11:00 a.m. New York City time on a Business Day shall be met with payment of cash or transfer of Additional Purchased Assets, and the related Margin Call satisfied, no later than 5:00 p.m. New York City time two (2) Business Days following the date of such notice. (bf) Buyer’s election not to deliver, or to forbear from delivering, deliver a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit or in any way limit, stop limit or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied)exists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (cg) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into an account designated by the Waterfall Account, except as directed by Buyer, Buyer and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset. (h) Additional Purchased Assets transferred to Buyer in satisfaction of a Margin Deficit pursuant to the Section 4.01 shall become property of Buyer to the same extent as are Purchased Assets.

Margin Deficit. (a) If on any date (i) the Market Asset Value for one or more Purchased Assets (other than any Purchased Asset (as determined by BuyerPermitted Asset) is less than (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Purchase Price for such Purchased Asset (as of such date determined by Buyer in its discretion) (the excess, if any, of (ii) over (i), a “Margin Deficit”), Buyer may give Seller notice of any such Margin Deficit. So long as no Default or Event of Default has occurred and is continuing, to the extent Excess Funding Capacity exists (as determined by Buyer in its sole and absolute discretion), Buyer shall reallocate such Margin Deficit (a “Reallocation”) by increasing the Purchase Price for one or more other Purchased Assets (such Purchased Assets and the amounts of such increases to be determined by Buyer) so long as (i) such Reallocations do not result in a Default, an Event of Default or a Margin Deficit with respect to any other Purchased Asset as reasonably determined by Buyer and (ii) as a result of such Reallocations, (A) the Approved Applicable Percentage shall not be exceeded for any Purchased Asset, as determined by Buyer, (B) no Purchased Asset (other than a Permitted Asset) shall have a PPV in excess of the Required PPV Percentage, as reasonably determined by Buyer, (C) each Purchased Asset (other than a Permitted Asset) must have a Debt Yield at least equal to the Required Debt Yield Percentage, as reasonably determined by Buyer, (D) each Purchased Asset shall continue to be an Eligible Asset after such Reallocation, and (E) the Concentration Limits shall not be exceeded for any Purchased Asset; provided, however, in no event shall Buyer increase the Purchase Price for a Purchased Asset with an outstanding Margin Deficit. In connection with any such Reallocation, Seller shall execute new Confirmations promptly following request of Buyer. Seller understands and acknowledges that Reallocations may not be possible or, if possible, may not fully eliminate the Margin Deficit and that the manner, method and all other factors relating to such Reallocation are in Buyer’s sole and absolute discretion. (b) If a Reallocation does not occur or, if a Reallocation occurred but the same did not fully eliminate the Margin Deficit, then Buyer may make a margin call (a “Margin Call”) on Seller for the remaining Margin Deficit. If Buyer determines to make a Margin Call on Seller to correct the Margin Deficit, Seller shall, within three one (31) Business Days Day after notice from Buyer (a the “Margin CallCorrection Deadline”), transfer cash to Buyer in an amount at least equal necessary to eliminate such Margin Deficit. Deficit or repurchase the Purchased Asset(s) which resulted in the Margin Call. (c) Failure to satisfy any Margin Deficit by the Margin Correction Deadline shall result in an Event of Default under this Agreement. (d) For the avoidance of doubt, Buyer shall apply may require the funds received in satisfaction elimination of a Margin Deficit with respect to the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by referencea single Purchased Asset or multiple Purchased Assets. (be) Buyer’s election not to deliver, give notice of a Margin Deficit or to forbear from delivering, otherwise make a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit or in any way limit, stop limit or impair Buyer’s right to deliver a Margin Call Deficit notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied)exists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (cf) All Except as otherwise required by Buyer, all cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall AccountAccount and, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such the Purchased AssetAsset(s) to which the Margin Deficit relates.

Margin Deficit. (a) If on at any date (i) 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 aggregate Repurchase Price (ii) excluding Price Differential), minus, without duplication, cash transfers previously made from the product of (A) Seller to the applicable Buyer’s Agent in response to previous Margin Percentage times (B) the outstanding Purchase Price for such Purchased Asset as of such date (the excessCalls, if any, of for all such Transactions, a margin deficit (ii) over (i), a “Margin Deficit”) will exist. If at any time the Margin Deficit (including any amounts that remain due and payable with respect to any previously issued Margin Call) exceeds Five Hundred Thousand Dollars ($500,000), then by notice to the Seller shall, within three (3) Business Days after notice from Buyer (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 to Buyer in an amount 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 to such Margin Deficit. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the then aggregate Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by referencePrice (excluding Price Differential). (b) Buyer’s election not On any Business Day on which the aggregate Margin Amount of the Purchased Loans subject to deliverTransactions exceeds the then outstanding aggregate Repurchase Price (excluding Price Differential) of all Transactions (a “Margin Excess”), so long as no Default or to forbear Event of Default has occurred and is continuing or will result therefrom, the Agent shall, upon receipt of a written request from delivering, a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive the Seller and provided such Margin Deficit Excess exceeds Five Hundred Thousand Dollars ($500,000), remit cash or authorize Custodian to release Purchased Loans, as requested by the Seller, in any way limit, stop or impair Buyer’s right either case in an amount equal to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on lesser of (i) the same or any other Purchased Asset amount requested by the Seller and (and the conditions to delivery of ii) such Margin Call under Section 4.01(a) above are satisfied)Excess, subject always to the other limitations of this Agreement. Buyer’s rights relating If cash is to Margin Deficits be remitted, the Agent shall treat the receipt of the written request of the Seller under this Section 4.01 are cumulative and in addition 6.1(b) as if it were a request for a Transaction. To the extent the Agent remits cash to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. Seller, such cash shall be (cA) All cash transferred to Buyer pursuant to this Section 4.01 additional Purchase Price with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by BuyerTransactions, and notwithstanding any provision (B) subject in Section 5.02 all respects to the contrary, provisions and limitations of this Agreement. Each Buyer shall be applied to reduce the Purchase Price of such Purchased Asset.fund its Pro Rata share

Margin Deficit. (a) If on any date (i) the Market Value for any Purchased Asset (as determined by Buyer) is less than (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Purchase Price for such Purchased Asset as of such date (the excess, if any, of (ii) over (i), a “Margin Deficit”), then Seller shall, within three (3) Business Days after notice from Buyer (a “Margin Call”), transfer cash to Buyer in an amount at least equal to such Margin Deficit. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by reference. (b) Notwithstanding the foregoing, in lieu of the satisfaction by Seller of a Margin Call through the payment of cash, or in combination with Seller’s payment of cash, Seller may deliver a written request to Buyer (to be delivered to Buyer within one (1) Business Day following the date of the related Margin Call) to reallocate any then-currently available Additional Purchase Advance Available Amounts in order to eliminate the related Margin Deficit by increasing the Purchase Price of a Purchased Asset with the related Additional Purchase Advance Available Amount and decreasing the Purchase Price of the Purchased Asset that is the subject of the related Margin Call. Any such written request for reallocation shall include a certification by Seller setting forth the following: (w) the Purchased Asset(s) with respect to which Seller requests that Buyer reallocate Additional Purchase Advance Available Amounts and the amount of such Additional Purchase Advance Available Amount(s) that Seller requests be re-allocated, (x) the Purchased Asset(s) to which Seller is requesting such Additional Purchase Advance Available Amount be applied, the new Purchase Price of each such Purchased Asset and the new Purchase Price of the Purchased Asset(s) from which the related Additional Purchase Advance Available Amount(s) are being reallocated, in 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 Additional Purchase Advance Available Amount is to be applied in order to reduce the Purchase Price(s) thereof so as to eliminate such Margin Deficit, both immediately prior to and immediately after giving pro forma effect to such reallocation, and (z) that no Default or Event of Default exists (except, in the case of a Default, as would be cured by such reallocation). Provided that Xxxxx has determined that (A) the Reallocation Conditions have been satisfied and (B) the proposed reallocation(s) will not exceed the Additional Purchase Advance Available Amount(s) of the applicable Purchased Asset(s), Buyer shall reallocate the related Additional Purchase Advance Available Amount(s) to the Purchased Asset(s) to which such Margin Call relates, and, immediately thereafter, Seller shall execute and deliver new Confirmations acceptable to Buyer reflecting the new Purchase Prices of all affected Purchased Assets. To the extent any Margin Deficit that is subject to a Margin Call under Section 4.01(a) above is not eliminated in full by way of a reallocation of Additional Purchase Advance Available Amounts pursuant to this Section 4.01(b), Seller shall fully cure the related Margin Deficit in accordance with Section 4.01(a) within the time period set forth in Section 4.01(a). (c) Buyer’s election not to deliver, or to forbear from delivering, a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on for the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied). Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (cd) 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 BuyerXxxxx, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset. Immediately after the satisfaction by Xxxxxx of each Margin Call hereunder, Xxxxxx and Xxxxx shall execute and deliver the appropriate amended and restated Confirmations.

Margin Deficit. (a) If on any date (i) the Market Asset Value for any one or more Purchased Asset (as determined by Buyer) Assets is less than (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Purchase Price for such Purchased Asset(s) (as determined by Buyer in its discretion) (the existence of any such event and the related Deficit Amount, a "Margin Deficit"), Buyer may in its discretion give Seller notice of the Deficit Amount in connection with any such Margin Deficit. So long as no Default or Event of Default has occurred and is continuing, Buyer may, in its discretion, reallocate such Margin Deficit (a "Reallocation") by increasing the Purchase Price for one or more other Purchased Assets (such Purchased Assets and the amounts of such increases to be determined by Buyer) so long as (i) such Reallocations do not result in a Default, an Event of Default or a Margin Deficit with respect to any other Purchased Asset as of such date (the excess, if any, of determined by Buyer and (ii) over as a result of such Reallocations, (i)A) no Purchased Asset shall have a PPV in excess of the Required PPV Percentage, as determined by Buyer, (B) each Purchased Asset must have a “Debt Yield at least equal to the Required Debt Yield Percentage, as determined by Buyer, (C) the Debt Yield for all Purchased Assets (on a combined basis) shall equal or exceed the Required Portfolio Debt Yield Percentage, (D) each Purchased Asset shall continue to be an Eligible Asset after such Reallocation, and (E) the Concentration Limits shall not be exceeded for any Purchased Asset; provided, however, in no event shall Buyer increase the Purchase Price for a Purchased Asset with an outstanding Margin Deficit”). In connection with any such Reallocation or payment of a Margin Deficit, Seller shall execute new Confirmations promptly following request of Buyer. Seller understands and acknowledges that Reallocations may not be possible or, if possible, may not fully eliminate the Margin Deficit and that the manner, method and all other factors relating to such Reallocation are in Buyer's discretion. (b) If a Reallocation does not occur or, if a Reallocation occurred but the same did not fully eliminate the Margin Deficit, then Buyer may make a margin call (a "Margin Call") on Seller for the remaining Margin Deficit. If Buyer determines to make a Margin Call on Seller to correct the Margin Deficit, Seller shall, within three one (31) Business Days Day after notice from Buyer (a “the "Margin Call”Correction Deadline"), transfer cash to Buyer in an amount at least equal necessary to eliminate such Margin Deficit. Deficit or repurchase the Purchased Asset(s) which resulted in the Margin Call. (c) Failure to satisfy any Margin Deficit by the Margin Correction Deadline shall result in an Event of Default under this Agreement. (d) For the avoidance of doubt, Buyer shall apply may require the funds received in satisfaction elimination of a Margin Deficit with respect to the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by referencea single Purchased Asset or multiple Purchased Assets. (be) Buyer’s 's election not to deliver, give notice of a Margin Deficit or to forbear from delivering, otherwise make a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit or in any way limit, stop limit or impair Buyer’s 's right to deliver a Margin Call Deficit notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied)exists. Buyer’s 's rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (cf) All Except as otherwise required by Buyer, all cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall AccountAccount and, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such the Purchased AssetAsset(s) to which the Margin Deficit relates.

Margin Deficit. (a) (i) If on any date (i) the Market Value for any of a Purchased Asset (as determined by Buyer) is less than (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Purchase Repurchase Price for such Purchased Asset as of such date (the excess, if any, of (ii) over (i), a “Margin Deficit”), and provided that (I) a Credit Event relating to such Purchased Asset has occurred, and (II) each Margin Deficit shall - 56- exclude any portion thereof that resulted from any interest rate changes and/or credit spread movements, then the related Seller shall, within three five (35) Business Days after the receipt of written notice from Buyer (which notice may be by electronic mail) (a “Margin Call”), ) (i) transfer cash to Buyer in Buyer, (ii) repurchase Purchased Assets at the Repurchase Price thereof, or (iii) choose any combination of the foregoing, so that, after giving effect to such transfers, repurchases and payments, the aggregate Purchase Price for all Purchased Assets does not exceed an aggregate amount at least equal to such Margin Deficitthe products of the Market Value for each Purchased Asset, times the Applicable Percentage. Buyer shall apply the funds received in satisfaction of a Margin Deficit with respect to a Purchased Asset to the Repurchase Obligations owing with respect to such Purchased Asset. (i) In lieu of a Margin Call pursuant to Section 4.01(a)(i), Buyer may, in its discretion upon written request of the related Seller, reallocate previous partial prepayments made pursuant to Section 3.07 in order to eliminate the related Margin Deficit by increasing the Purchase Price of certain Purchased Assets and decreasing the Purchase Price of other Purchased Assets. Any such manner request for reallocation shall include a certification by such Seller that no Default or Event of Default has occurred and is continuing (except as would be cured by such reallocation), and shall set forth the following, with such back-up calculations as Buyer determinesmay require: (i) the amount of prior partial prepayments and Purchased Assets so prepaid pursuant to Section 3.07 that such Seller requests be re-allocated, (ii) the Purchased Asset to amounts due which such Seller is requesting such prior partial prepayment be applied, the new Purchase Price of such Purchased Asset and owing under the Repurchase Documents new Purchase Price of the previously prepaid Purchased Asset, in each case, after giving pro forma effect to such allocation, (iii) the amount of the Margin Deficit on each applicable Purchased Asset both immediately prior to and immediately after giving pro forma effect to such dateallocation and (iv) the PPV Test will be satisfied and the Applicable Percentage of such Purchased Asset will not exceed the Maximum Applicable Percentage, in each case after giving pro forma effect to such allocation. Additional terms Upon Buyer’s independent confirmation, in its commercially reasonable judgment, that the conclusions and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are calculations set forth in the Fee related Seller’s written request comply with the requirements set forth above, Buyer may, in its discretion, reallocate previous prepayments to those Purchased Assets for which Margin Deficits would otherwise exist, in a manner acceptable to Buyer in its commercially reasonable judgment and Pricing Lettersuch Seller shall submit new Confirmations acceptable to Buyer reflecting the new Purchase Price of all affected Purchased Assets. Notwithstanding anything to the contrary herein, and are hereby incorporated by referencein no event shall Buyer make a reallocation in respect of any LIBOR Based Transaction (i.e., in such a way that the Purchase Price of any such LIBOR Based Transaction would be increased) at any time to cure in whole or in part a Margin Deficit relating to (x) any SOFR Based Transaction or (y) any LIBOR Based Transaction where such reallocation would result in an increase to the Purchase Price of any LIBOR Based Transaction with a Repurchase Date that is later than the Repurchase Date of the LIBOR Based Transaction in respect of which such Margin Deficit exists. (b) Notwithstanding the foregoing, in the event the Margin Call arises solely as a result of Buyer’s determination of an adverse change in the value of the related Mortgaged Property as described in item (iv) of the definition of the term Credit Event, and if the related Seller disputes in good faith such determination by Buyer, such Seller shall have the right by, within the five (5) Business Day period specified in Section 4.01(a)(i), giving Buyer written notice of such dispute and depositing with Buyer (in an account within Buyer’s sole dominion and control) the full amount of the Margin Deficit and, the parties will proceed to attempt to resolve such dispute within the next forty-five (45) days in accordance with the appraisal procedure set forth in Schedule 3 hereto, provided that, for the avoidance of doubt, any such dispute period shall not limit any other rights or privileges of Buyer. (c) Xxxxx’s election not to deliver, or to forbear from delivering, a Margin Call margin deficit notice at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call margin deficit notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied)exists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (cd) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, General Repo Account and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset within one (1) Business Day after deposit and not, for the avoidance of doubt, on the next Remittance Date. (e) If the applicable Seller believes in good faith that the Credit Event or underlying circumstances that resulted in the most recent determination of Current Mark-to-Market Value of a Purchased Asset is no longer applicable or that the Market Value resulting from such Credit Event has otherwise materially increased, it may request that Buyer consider reassessing the Market Value of the subject Purchased Asset, and Xxxxx agrees to do so. If, as a result of such reassessment, Buyer determines, in its discretion, that the Market Value for such Purchased Asset has increased, and has received all required internal credit approvals necessary to do so, the Current Mark-to-Market Value shall be revised accordingly, subject to further adjustment as otherwise provided in this Agreement. Such Seller’s requests for Buyer to reassess the Market Value of Purchased Assets shall be limited to one (1) request per Purchased Asset per calendar quarter. Nothing in this Section 4.01(e) shall be interpreted to in any way reduce or mitigate Buyer’s sole power and discretion to determine Market Value or Credit Event. (f) If on any date within ninety (90) days following the Purchase Date of a particular Purchased Asset (and provided no Default or Event of Default has occurred and is then continuing and no Margin Deficit remains unpaid), either (i) the outstanding Purchase Price of such Purchased Asset has previously been reduced by one or more previous partial prepayments made by a Seller in accordance with Section 3.07, or (ii) on such Purchase Date, the Purchase Price of such Purchased Asset was, at such Seller’s request, less than the maximum Purchase Price approved by Buyer, as indicated on the related Confirmation, such Seller may deliver a written request to Buyer that Buyer pay to such Seller an amount equal to the amount of either (A) part or all of the partial prepayments described in clause (i) above, and/or (B) part or all of the difference described in clause (ii) above, and Buyer shall pay to such Seller the amount so requested within three (3) Business Days of the date of the related request, so long as, both immediately before and, on a pro forma basis, immediately after the date of each such payment, both the Minimum Portfolio Debt Yield Test and the PPV Test have not been breached. Prior to any such payment, such Seller shall prepare, and the Parties shall execute an amended and restated Confirmation that is otherwise acceptable to the Parties, reflecting such increased Purchase Price.

Margin Deficit. (a) If on any date (iI) 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 (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Purchase Price for such Purchased Asset as of such date (the excess, if any, of (ii) over (i), a “Margin Deficit”)) or (II) the Facility Debt Yield Test is not satisfied as of such date, then Buyer shall have the right from time to time as determined in its sole discretion to make a margin call on Seller shall, within three (3) Business Days after notice from Buyer (a “Margin Call”). (b) Upon Buyer making a Margin Call in accordance with this Agreement, Seller shall, within two (2) Business Days after notice of such Margin Call from Buyer, transfer cash to Buyer in an amount at least equal Buyer, so that, after giving effect to such Margin Deficit. Buyer shall apply transfer, the funds received in satisfaction of a Margin Deficit to is cured or the Repurchase Obligations in such manner Facility Debt Yield Test is satisfied, as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by referenceapplicable. (bc) Buyer’s election not to deliver, or to forbear from delivering, a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit Call or in any way limit, stop or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied)exists. Buyer’s rights relating to Margin Deficits Calls under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (cd) A Margin Call may be made with respect to a single Purchased Asset or multiple Purchased Assets in Buyer’s sole and absolute discretion. Seller and Buyer shall execute and deliver updated Confirmations for all related Purchased Assets to reflect the terms and conditions of any Margin Calls effectuated pursuant to the terms of this Article 4. (e) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset.

Margin Deficit. (a) If on at any date (i) 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 aggregate Repurchase Price (ii) excluding Price Differential), minus, without duplication, cash transfers previously made from the product of (A) Seller to the applicable Buyer’s Agent in response to previous Margin Percentage times (B) the outstanding Purchase Price for such Purchased Asset as of such date (the excessCalls, if any, of for all such Transactions, a margin deficit (ii) over (i), a “Margin Deficit”) will exist. If at any time the Margin Deficit exceeds One Million Dollars ($1,000,000), then by notice to the Seller shall, within three (3) Business Days after notice from Buyer (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 to Buyer in an amount 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 to such Margin Deficit. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the then aggregate Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by referencePrice (excluding Price Differential). (b) Buyer’s election not On any Business Day on which the aggregate Margin Amount of the Purchased Loans subject to deliverTransactions exceeds the then outstanding aggregate Repurchase Price (excluding Price Differential) of all Transactions (a “Margin Excess”), so long as no Default or to forbear Event of Default has occurred and is continuing or will result therefrom, the Agent shall, upon receipt of a written request from delivering, a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive the Seller and provided such Margin Deficit Excess exceeds One Million Dollars ($1,000,000), remit cash or authorize Custodian to release Purchased Loans, as requested by the Seller, in any way limiteither case in an amount equal to the lesser of (i) the amount requested by the Seller and (ii) such Margin Excess, stop or impair Buyer’s right subject always to deliver the other limitations of this 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 Margin Call notice at any time when request for a Transaction. To the same or any other Margin Deficit exists on extent the same or any other Purchased Asset Agent remits cash to the Seller, such cash shall be (A) additional Purchase Price with respect to the Transactions, and (B) subject in all respects to the conditions to delivery provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Call under Section 4.01(a) above are satisfied). Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu Excess were the initiation of any other rights of Buyer under the Repurchase Documents or Requirements of Lawa Transaction hereunder. (c) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset.

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

Margin Deficit. (a) If on any date (i) the Market Asset Value for any one or more Purchased Asset (as determined by Buyer) Assets is less than (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Purchase Price for such Purchased Asset(s) (as determined by Buyer nxx basis) shall equal or exceed the Required Portfolio Debt Yield Percentage, (D) each Purchased Asset as of shall continue to be an Eligible Asset after such date in its discretion) (the excess, if any, existence of (ii) over (i)any such event and the related Deficit Amount, a “Margin Deficit”), Buyer may in its discretion give Seller notice of the Deficit Amount in connection with any such Margin Deficit. So long as no Default or Event of Default has occurred and is continuing, Buyer may, in its discretion, reallocate such Margin Deficit (a “Reallocation”) by increasing the Purchase Price for one or more other Purchased Assets (such Purchased Assets and the amounts of such increases to be determined by Buyer) so long as (i) such Reallocations do not result in a Default, an Event of Default or a Margin Deficit with respect to any other Purchased Asset as determined by Buyer and (ii) as a result of such Reallocations, (A) no Purchased Asset shall have a PPV in excess of the Required PPV Percentage, as determined by Buyer, (B) each Purchased Asset must have a Debt Yield at least equal to the Required Debt Yield Percentage, as determined by Buyer, (C) the Debt Yield for all Purchased Assets (on a combiReallocation, and (E) the Concentration Limits shall not be exceeded for any Purchased Asset; provided, however, in no event shall Buyer increase the Purchase Price for a Purchased Asset with an outstanding Margin Deficit. In connection with any such Reallocation or payment of a Margin Deficit, Seller shall execute new Confirmations promptly following request of Buyer. Seller understands and acknowledges that Reallocations may not be possible or, if possible, may not fully eliminate the Margin Deficit and that the manner, method and all other factors relating to such Reallocation are in Buyer’s discretion. (b) If a Reallocation does not occur or, if a Reallocation occurred but the same did not fully eliminate the Margin Deficit, then Buyer may make a margin call (a “Margin Call”) on Seller for the remaining Margin Deficit. If Buyer determines to make a Margin Call on Seller to correct the Margin Deficit, Seller shall, within three one (31) Business Days Day after notice from Buyer (a the “Margin CallCorrection Deadline”), transfer cash to Buyer in an amount at least equal necessary to eliminate such Margin Deficit. Deficit or repurchase the Purchased Asset(s) which resulted in the Margin Call. (c) Failure to satisfy any Margin Deficit by the Margin Correction Deadline shall result in an Event of Default under this Agreement. (d) For the avoidance of doubt, Buyer shall apply may require the funds received in satisfaction elimination of a Margin Deficit with respect to the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by referencea single Purchased Asset or multiple Purchased Assets. (be) Buyer’s election not to deliver, give notice of a Margin Deficit or to forbear from delivering, otherwise make a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit or in any way limit, stop limit or impair Buyer’s right to deliver a Margin Call Deficit notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied)exists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (cf) All Except as otherwise required by Buyer, all cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall AccountAccount and, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such the Purchased AssetAsset(s) to which the Margin Deficit relates.

Margin Deficit. (a) If on at any date (i) 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 aggregate Repurchase Price (ii) excluding Price Differential), minus, without duplication, cash transfers previously made from the product of (A) Seller to the applicable Buyer’s Agent in response to previous Margin Percentage times (B) the outstanding Purchase Price for such Purchased Asset as of such date (the excessCalls, if any, of for all such Transactions (ii) over (i), a “Margin Deficit”), then by notice to the Seller shall, within three (3) Business Days after notice from Buyer (a “Margin Call”), the Agent shall require the Seller to transfer (for the account of the Buyers) to the Agent or the Custodian, as appropriate, either (at the Seller’s option) cash, additional Eligible Loans reasonably acceptable to the Agent (“Additional Purchased Loans”), or a combination of cash to Buyer in an amount and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal to such Margin Deficitthe then aggregate Repurchase Price (excluding Price Differential). Buyer shall apply The Agent will request a recalculation of the funds received Purchase Value of all or a portion of the Purchased Loans from the Custodian at the times it deems appropriate in satisfaction its sole discretion and at any other time at the request of the Required Buyers; provided that, other than during the existence of a Margin Deficit to Default or Event of Default, the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents Purchase Values shall not be recalculated on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by referenceless than a weekly basis. (b) Buyer’s election not On any Business Day on which the Purchase Value of the Purchased Loans subject to deliverTransactions exceeds the then outstanding aggregate Repurchase Price (excluding Price Differential) of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Agent shall, upon receipt of a written request from the Seller, remit cash or release Purchased Loans, as requested by the Seller, in either case in an amount equal to forbear from delivering, a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive the lesser of (i) the amount requested by the Seller and (ii) such Margin Deficit or Excess, subject always to the other limitations of this 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 cash to the Seller, such cash shall be (A) additional Purchase Price with respect to the Transactions, and (B) subject in any way limit, stop or impair Buyer’s right all respects to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the same or any other Purchased Asset (and the conditions to delivery remission of such Margin Call under Section 4.01(a) above are satisfied). Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu Excess were the initiation of any other rights of Buyer under the Repurchase Documents or Requirements of Lawa Transaction hereunder. (c) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset.

Margin Deficit. (a) If With respect to any Purchased Asset, if on any date (iI) an amount equal to the product of the Maximum Applicable Percentage for such Purchased Asset, multiplied by the Market Value for any of such Purchased Asset (as determined by Buyer) is less than (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Purchase Price for such Purchased Asset as of such date (the excess, if any, of (ii) over (i), a “Margin Deficit”), (II) a Credit Event with respect to such Purchased Asset has occurred, and (III) the Minimum Margin Test is satisfied, then Buyer shall have the right from time to time as determined in its sole and absolute discretion to make a margin call on Seller shall, within three (3) Business Days after notice from Buyer (a “Margin Call”), transfer cash to Buyer in an amount at least equal to such Margin Deficit. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by reference. (b) Upon Buyer making a Margin Call, Seller shall, satisfy the related Margin Deficit in accordance with the Payment Procedures. The failure of Seller, Pledgor, Guarantor or Sponsor to strictly comply with the Payment Procedures shall, to the extent the related Margin Call is not otherwise satisfied by Seller within the time required hereunder, constitute an immediate Event of Default pursuant to Section 10.01(a) and shall not excuse Seller from the obligation to cure such Margin Deficit or relieve Guarantor from any of its obligations under the Guarantee Agreement, as applicable, which obligations shall be absolute notwithstanding any such failure. (c) Buyer’s election not to deliver, or to forbear from delivering, a Margin Call notice at any time there is of a Margin Deficit shall not waive or be deemed to waive any such Margin Deficit or in any way limit, stop limit or impair Buyer’s right to deliver such a Margin Call notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied)exists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (cd) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as otherwise directed by BuyerBuyer in writing, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of the related Purchased Asset for which the related Margin Deficit exists. (e) Notwithstanding anything to the contrary set forth in this Section 4.01, any Margin Call notices delivered on a day that is not a Business Day or received by Seller after 3:00 p.m. of any Business Day shall be deemed received on the first Business Day following the date of such Purchased Assetdelivery.

Margin Deficit. (a) If on any date If, as determined by Buyer in its discretion, (i) the Market Value for any Purchased Asset (as determined by Buyer) is less than a Credit Event has occurred, (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) Asset Value for one or more Purchased Assets is less than the outstanding Purchase Price for such Purchased Asset (excluding changes in the Asset Value of Purchased Assets that are due solely to interest rate spreads or credit spreads), (iii) the Debt Yield for all Purchased Assets (on a combined basis) is less than the Required Portfolio Debt Yield Percentage or (iv) a Confirmation for a Purchased Asset permits the Buyer to reduce the Asset Value of a Purchased Asset 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 excess, if any, occurrence of (ii) over any such event under clauses (i), (ii), (iii) and/or (iv) and the CHAR1\1716309v16 related Deficit Amount, a “Margin Deficit”), then Buyer may give Seller notice of any such Margin Deficit. So long as no Default or Event of Default has occurred and is continuing and to the extent that any Excess Funding Capacity exists, Buyer shall, to the extent of any Excess Funding Capacity, reallocate such Margin Deficit (a “Reallocation”) to one or more 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 a Margin Deficit with respect to any other Purchased Asset as determined by Buyer and (B) as a result of such Reallocations, (I) no Purchased Asset shall have a PPV in excess of the Maximum PPV Percentage, as determined by Buyer, (II) each Purchased Asset must have a Debt Yield at least equal to the Required Debt Yield Percentage (if any), as determined by Buyer, (III) each Purchased Asset shall continue to be an Eligible Asset after such Reallocations, (IV) the Purchased Assets (on a combined basis) satisfy the Required Portfolio Debt Yield Percentage, (V) the applicable requirements and conditions set forth in Section 3.01, to the extent not specified in this Section 4.01 are satisfied or will be satisfied after giving effect to such Reallocations, (VI) no Purchased Asset shall have an Applicable Percentage that exceeds the Applicable Percentage set forth in the related Confirmation, (VII) the Concentration Limits shall not be exceeded for any Purchased Asset, and (VIII) 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 (but, in any event, within three one (31) Business Days after Day) following the request of Buyer. Seller understands and acknowledges that Reallocations may not be possible or, if possible, may not fully eliminate the Margin Deficit and that, subject to Seller’s rights set forth herein, the manner, method and all other factors relating to such Reallocation are in Buyer’s discretion. (b) If a Reallocation does not occur or, if a Reallocation occurred but the same did not fully eliminate the Margin Deficit, then Buyer may in its discretion give Seller written notice from Buyer of such Margin Deficit and the related Deficit Amount in connection with such Margin Deficit and make a margin call (a “Margin Call”) on Seller for the Margin Deficit (such notice the “Margin Call Notice”); provided, however, unless a Default or Event of Default exists, Buyer shall not make a Margin Call until the Margin Deficit equals or exceeds the Margin Threshold. On or before the Margin Correction Deadline (time being of the essence), transfer cash Seller shall pay to Buyer in an immediately available funds the full amount at least equal of Margin Deficit set forth in such Margin Call Notice. Seller shall, prior to the Margin Correction Deadline, remit to Buyer all Unrestricted Cash in satisfaction of such Margin Deficit. , provided, that, to the extent Unrestricted Cash is insufficient to satisfy the applicable Margin Deficit in full, and, by the Margin Correction Deadline, Seller remits any Unrestricted Cash and no Default or Event of Default exists (other than a Default related to such unpaid Margin Deficit which is the subject of the Margin Call CHAR1\1716309v16 Notice), then such period shall be extended and Seller shall have a total of five (5) Business Days from the date of the Margin Call Notice to satisfy the remaining Margin Deficit. (c) Failure to satisfy any Margin Deficit by the Margin Correction Deadline shall result in an Event of Default under this Agreement. (d) For the avoidance of doubt, Buyer shall apply may require the funds received in satisfaction elimination of a Margin Deficit with respect to the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by referencea single Purchased Asset or multiple Purchased Assets. (be) Buyer’s election in its discretion not to deliver, give notice of a Margin Deficit or to forbear from delivering, otherwise make a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit or in any way limit, stop limit or impair Buyer’s right to deliver a Margin Call notice Notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied)exists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (cf) All Except as otherwise required by Buyer, all cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall AccountAccount and, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied by Buyer to reduce the Purchase Price of the Purchased Asset(s) to which the Margin Deficit relates. With respect to the Purchased Assets for which the Margin Deficit was applied, Seller shall execute replacement Confirmations reflecting the applicable change to the Purchase Price of the related Purchased Assets promptly following the payment of such Purchased AssetMargin Deficit.

Margin Deficit. (a) If on at any date (i) 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 aggregate Repurchase Price (ii) excluding Price Differential), minus, without duplication, cash transfers previously made from the product of (A) Seller to the applicable Buyer’s Agent in response to previous Margin Percentage times (B) the outstanding Purchase Price for such Purchased Asset as of such date (the excessCalls, if any, of for all such Transactions (ii) over (i), a “Margin Deficit”), then by notice to the Seller shall, within three (3) Business Days after notice from Buyer (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 to Buyer in an amount and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal to such Margin Deficit. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the then aggregate Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by referencePrice (excluding Price Differential). (b) Buyer’s election not On any Business Day on which the Purchase Value of the Purchased Loans subject to deliverTransactions exceeds the then outstanding aggregate Repurchase Price (excluding Price Differential) of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Agent shall, upon receipt of a written request from the Seller, remit cash or authorize Custodian to forbear from deliveringrelease Purchased Loans, a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed as requested by the Seller, in either case in an amount equal to waive the lesser of (i) the amount requested by the Seller and (ii) such Margin Deficit or in any way limitExcess, stop or impair Buyer’s right subject always to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on limitations of this Agreement. If cash is to be remitted the same or any other Purchased Asset (and Agent shall treat the conditions to delivery receipt of such Margin Call under Section 4.01(a) above are satisfied). Buyer’s rights relating to Margin Deficits the written request of the Seller under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under 6.1(b) as if it were a request for a Transaction. To the Repurchase Documents or Requirements of Law. (c) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into extent the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset.Agent remits 45 Bodman_16842095_7

Margin Deficit. (a) If on In the event the sum of the Purchase Price of outstanding Transactions and any date accrued and unpaid interest relating to the Price Differential thereon is greater than the sum of (i) the aggregate Market Value of the Purchased Assets (provided that with respect to any Purchased Mortgage Loan, the Market Value for any purposes of such computation will not exceed the outstanding principal balance of such Purchased Asset (as determined by BuyerMortgage Loan) is less than and (ii) cash or the product aggregate Market Value of the Eligible Mortgage Loans (Aprovided that with respect to any Eligible Mortgage Loan, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Eligible Mortgage Loan) on deposit in the applicable Buyer’s Margin Percentage times Account (B) the outstanding Purchase Price for such Purchased Asset as of such date (the excess, if any, of (ii) over (i), a “Margin Deficit”), then Custodian shall so notify Seller shallby 4:30 p.m. on such Business Day. By no later than 5:00 p.m. on the date of any such notice, within three 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 (3) Business Days after notice from Buyer (a “Margin Call”provided that with respect to any Purchased Mortgage Loan, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Purchased Mortgage Loan), transfer cash including Additional Purchased Assets and Cash, equals or exceeds the Purchase Price of outstanding Transactions and any accrued and unpaid interest relating to Buyer in an amount at least equal to the Price Differential thereon. If such Margin Deficit. Buyer shall apply Deficit is not cured by the funds received in satisfaction Repo Seller within the same Business Day (if notice of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents is provided at or before 4:30 p.m. (New York time) on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(aday) are set forth in or the Fee and Pricing Letter, and are hereby incorporated by reference. immediately following Business Day (b) Buyer’s election not to deliver, or to forbear from delivering, a Margin Call if notice at any time there is of a Margin Deficit is provided after 4:30 p.m. (New York time)) the Custodian shall not waive or notify Buyer and Seller that a Repo Event of Default has occurred, unless waived in writing by 100% of the Noteholders of each class of Notes. All Additional Purchased Assets transferred to Buyer’s Account shall be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on the same or any other be Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied). Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of LawAssets. (c) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset.

Margin Deficit. (a) If on any date (i) the Market Value for any of all Purchased Asset (as determined by Buyer) Assets is less than (ii) the product of (Ai) the applicable Buyer’s Margin Percentage times (Bii) the aggregate outstanding Purchase Price for such Purchased Asset Assets as of such date (the excess, if any, of (ii) over (i), a “Margin Deficit”), then and such Margin Deficit is greater than the Minimum Transfer Amount, Buyer may provide notice to Seller shall, within three (3as such notice is more particularly set forth below and in Section 4.01(b) Business Days after notice from Buyer (a “Margin Call”), ) of such Margin Deficit. Such notice shall require Seller to transfer cash to Buyer in an amount at least equal to reduce the Aggregate Purchase Price, so that, after giving effect to such Margin Deficitpayments, the Aggregate Purchase Price for all Purchased Assets does not exceed the Aggregate Market Value thereof multiplied by the Applicable Percentage. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations to reduce the Aggregate Purchase Price in such manner as Buyer determines. For the avoidance of doubt, a Margin Call may be made with respect to amounts due and owing under a single Purchased Asset or multiple Purchased Assets, so long as a Margin Deficit that is greater than the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by referenceMinimum Transfer Amount exists. (b) Notice delivered pursuant to Section 4.01(a) may be given by any written means. Any notice given before 11:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the next Business Day; notice given after 11:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 11:00 a.m. (New York City time) on the second Business Day following such notice delivery (the foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. (c) Buyer’s election not to deliver, or to forbear from delivering, deliver a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive such the Margin Deficit or in any way limit, stop limit or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied)exists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (cd) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 5.03 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset.

Margin Deficit. (a) If With respect to any Purchased Asset, if on any date (iI) 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 (ii) the product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding 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 excess, if any, amount of any shortfall under clause (iiI) over or the amount necessary to cure any violation under clause (iII), a “Margin Deficit”), then Buyer shall have the right from time to time as determined in its sole discretion to make a margin call on Seller (a “Margin Call”) in an amount equal to the amount of the related Margin Deficit; provided that, (i) prior to the occurrence and continuation of a Default or an Event of Default, Buyer shall only make a Margin Call if the related Margin Deficit exceeds, or if the aggregate of all Margin Deficits collectively exceeds, the Material Impairment Threshold, (ii) prior to the occurrence and continuance of a Default or an Event of Default, Buyer shall not make any Margin Call under clause (I) above in connection with any Purchased Asset that accrues interest at a floating rate to the extent that the related Margin Deficit resulted solely from interest rate changes and/or credit spread movements, (iii) with respect to a Margin Call under clause (II), Buyer shall specify the Purchased Assets which caused such violation of the Facility Debt Yield Test and (iv) for the avoidance of doubt, Buyer shall be permitted to make Margin Calls hereunder in connection with multiple assets at the same time. In lieu of the satisfaction by Seller of a Margin Call under clause (I) above through the payment of cash or in combination with Seller’s payment of cash, Buyer may elect, in its sole and absolute discretion, upon a written request of Seller that satisfies all of the requirements set forth in clauses (w) through (z) below (to be received prior to the date that the related Margin Deficit is due), to reallocate any then-currently available Margin Excess in order to eliminate the related Margin Deficit by increasing the Purchase Price of one or more Purchased Assets then having any Margin Excess and decreasing the Purchase Price of one or more Purchased Assets that is or are the subject of the related Margin Call, 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 as to eliminate such Margin Deficit, both immediately prior to and immediately after giving pro forma effect to such reallocation, and (z) that no Default or Event of Default exists (except as would be cured by such reallocation). In connection with any request from Seller to reallocate available Margin Excess, Buyer may, in its sole and absolute discretion, elect to increase the Applicable Percentage and/or Purchase Price of one or more Purchased Assets, by such amounts as Buyer shall determine in its sole and absolute discretion, in order to calculate the amount 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 the requirements set forth above, Buyer may, in its sole and absolute discretion, reallocate the related Margin Excess to those Purchased Assets for which Margin Deficits would otherwise exist, as determined by Buyer in its sole discretion, and, immediately thereafter, Seller shall execute and deliver new Confirmations acceptable to Buyer reflecting the new Purchase Price of all affected Purchased Assets. (b) To the extent any Margin Deficit that is subject to a Margin Call under Section 4.01(a)(I) above is not eliminated by way of a Margin Excess reallocation pursuant to Section 4.01(a), or in the case of any Margin Call under Section 4.01(a)(II) above, in each case, Seller shall, within three (3) Business Days after notice from Buyer that a Margin Call has occurred, either (a “Margin Call”), i) transfer cash to Buyer in an amount at least equal Buyer, or (ii) repurchase the related Purchased Asset(s) subject to such Margin Deficit. Call, so that, after giving effect to such transfers (excluding all Release Amounts paid to Buyer shall apply in connection with any cure made pursuant to 4.01(b)(ii)), the funds received in satisfaction of a related Margin Deficit to the Repurchase Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by referenceis fully cured. (bc) In no case shall Buyer’s election not to deliver, or to forbear forbearance from delivering, delivering a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied)Asset. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (cd) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of either (i) in connection with any Margin Deficit under Section 4.01(a)(I), the Purchased Asset to which such Margin Deficit relates, or (ii) in connection with any Margin Deficit under Section 4.01(a)(II), to the unpaid Purchase Price(s) first, of the Purchased AssetAsset(s) identified by Buyer in connection with such Margin Call, and second, of such other Purchased Asset(s) as Buyer shall have determined in its sole discretion. Immediately after the satisfaction by Seller of each Margin Call hereunder, Seller and Buyer shall execute and deliver the appropriate amended and restated Confirmations.