Common use of Margin Deficit Clause in Contracts

Margin Deficit. 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 purposes of such computation will not exceed the outstanding principal balance of such Purchased Mortgage Loan) and (ii) cash or the aggregate Market Value of the Eligible Mortgage Loans (provided that with respect to any Eligible Mortgage Loan, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Eligible Mortgage Loan) on deposit in the Buyer’s Account (a “Margin Deficit”), Custodian shall so notify Seller by 4:30 p.m. on such Business Day. By no later than 5:00 p.m. on the date of any such notice, Seller shall transfer to Seller’s Account Additional Purchased Assets and/or Cash such that, after transfer thereof by Buyer to Buyer’s Account, the aggregate Market Value of the Purchased Assets (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), including Additional Purchased Assets and Cash, equals or exceeds the Purchase Price of outstanding Transactions and any accrued and unpaid interest relating to the Price Differential thereon. If such Margin Deficit is not cured by the Repo Seller within the same Business Day (if notice of a Margin Deficit is provided at or before 4:30 p.m. (New York time) on such day) or the immediately following Business Day (if notice of a Margin Deficit is provided after 4:30 p.m. (New York time)) the Custodian shall notify Buyer and Seller that a Repo Event of Default has occurred, unless waived in writing by 100% of the Noteholders of each class of Notes. All Additional Purchased Assets transferred to Buyer’s Account shall be deemed to be Purchased Assets.

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

Margin Deficit. 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 The failure by Seller 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) and (ii) cash or the aggregate Market Value of the Eligible Mortgage Loans (provided that with respect to any Eligible Mortgage Loan, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Eligible Mortgage Loan) on deposit in the Buyer’s Account (a “Margin Deficit”), Custodian shall so notify Seller by 4:30 p.m. on such Business Day. By no later than 5:00 p.m. on the date of any such notice, Seller shall transfer to Seller’s Account Additional Purchased Assets and/or Cash such that, after transfer thereof by Buyer to Buyer’s Account, the aggregate Market Value of the Purchased Assets (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), including Additional Purchased Assets and Cash, equals or exceeds the Purchase Price of outstanding Transactions and any accrued and unpaid interest relating to the Price Differential thereon. If such Margin Deficit is not cured by the Repo Seller within the same Business Day (if notice of cure a Margin Deficit is provided at when due; or before 4:30 p.m. (New York timer) on such day) or the immediately following Business Day (if notice of a Margin Deficit is provided after 4:30 p.m. (New York time)) the Custodian shall notify Buyer and Seller that a Repo an Event of Default (as such term is defined in the Mortgage Loan Repurchase Agreement) has occurredoccurred and is continuing under the Mortgage Loan Facility. SECTION 14. REMEDIES (a) If an Event of Default occurs, unless waived in writing by 100% of the Noteholders of each class of Notes. All Additional Purchased Assets transferred following rights and remedies are available to Buyer’s Account ; provided, that an Event of Default shall be deemed to be continuing unless expressly waived by Buyer in writing. (i) At the option of Buyer, exercised by written or electronic notice to Seller (which option shall be deemed to have been exercised, even if no notice is given, immediately upon the occurrence of an Insolvency Event of Seller), the Repurchase Date for each Transaction hereunder, if it has not already occurred, shall be deemed immediately to occur. (ii) If Buyer exercises or is deemed to have exercised the option referred to in subsection (a)(i) of this Section, (A) Seller’s obligations in such Transactions to repurchase all Purchased Assets., at the Repurchase Price therefor on the Repurchase Date determined in accordance with subsection (a)(i) of this Section 14, (1) shall thereupon become immediately due and payable and (2) all Income paid after such exercise or deemed exercise shall be retained by Buyer and applied to the aggregate unpaid Repurchase Price and any other amounts owed by Seller hereunder; (B) to the extent permitted by any applicable Requirement of Law, the Repurchase Price with respect to each such Transaction shall be increased by the aggregate amount obtained by daily application of, on a 360 day per year basis for the actual number of days during the period from and including the date of the exercise or deemed exercise of such option to but excluding the date of payment of the Repurchase Price as so increased, (x) the Post-Default Rate in effect following an Event of Default to (y) the Repurchase Price for such Transaction as of the Repurchase Date as determined pursuant to subsection (a)(i) of this Section (decreased as of any day by (i) any amounts applied by Buyer pursuant to clause

Margin Deficit. In the event the sum of the Purchase Price of outstanding Transactions and any accrued and unpaid interest relating to the Price Differential thereon is greater than the sum of (i) the aggregate Market Value of the Purchased Assets (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) and (ii) cash or the aggregate Market Value of the Eligible Mortgage Loans (provided that with respect to any Eligible Mortgage Loan, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Eligible Mortgage Loan) on deposit in the Buyer’s Account (a “Margin Deficit”), Custodian shall so notify Seller by 4:30 p.m. on such Business Day. By no later than 5:00 p.m. on the date of any such notice, Seller shall transfer to Seller’s Account Additional Purchased Assets and/or Cash such that, after transfer thereof by Buyer to Buyer’s Account, the aggregate Market Value of the Purchased Assets (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), including Additional Purchased Assets and Cash, equals or exceeds the Purchase Price of outstanding Transactions and any accrued and unpaid interest relating to the Price Differential thereon. If such Margin Deficit is not cured by the Repo Seller within the same Business Day (if notice of a Margin Deficit is provided at or before 4:30 p.m. (New York time) on such day) or the immediately following Business Day (if notice of a Margin Deficit is provided after 4:30 p.m. (New York time)) the Custodian shall notify Buyer and Seller that a Repo Event of Default has occurred, unless waived in writing by 100% of the Noteholders of each class of Notes. All Additional Purchased Assets transferred to Buyer’s Account shall be deemed to be Purchased Assets.

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

Margin Deficit. In (a) If at any time the event the aggregate Purchase Price Value of outstanding all Purchased Loans subject to all Transactions hereunder is greater less than the sum of aggregate Repurchase Price (i) excluding Price Differential), minus, without duplication, cash transfers previously made from the aggregate Market Value of Seller to the Purchased Assets (provided that with respect Agent in response to any Purchased Mortgage Loanprevious Margin Calls, the Market Value if any, for purposes of all such computation will not exceed the outstanding principal balance of such Purchased Mortgage Loan) and (ii) cash or the aggregate Market Value of the Eligible Mortgage Loans (provided that with respect to any Eligible Mortgage Loan, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Eligible Mortgage Loan) on deposit in the Buyer’s Account Transactions (a “Margin Deficit”), then by notice to the Seller (a “Margin Call”), the Agent shall require the Seller to transfer (for the account of the Buyers) to the Agent (in the case of cash) or the Custodian shall so notify Seller by 4:30 p.m. on such Business Day. By no later than 5:00 p.m. on (in the date case of any such noticeAdditional Purchased Loans, Seller shall transfer to as defined below), as appropriate, either (at the Seller’s Account option) cash, additional Eligible Loans reasonably acceptable to the Agent (“Additional Purchased Assets and/or Cash such thatLoans”), after transfer thereof by Buyer to Buyer’s Accountor a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Market Purchase Value of the Purchased Assets Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (provided that with respect excluding Price Differential). (b) On any Business Day on which the Purchase Value of the Purchased Loans subject to any Purchased Mortgage Loan, Transactions exceeds the Market Value for purposes then outstanding aggregate Repurchase Price (excluding Price Differential) of such computation will not exceed the outstanding principal balance of such Purchased Mortgage Loanall Transactions (a “Margin Excess”), including Additional Purchased Assets and Cash, equals so long as no Default or exceeds the Purchase Price of outstanding Transactions and any accrued and unpaid interest relating to the Price Differential thereon. If such Margin Deficit is not cured by the Repo Seller within the same Business Day (if notice of a Margin Deficit is provided at or before 4:30 p.m. (New York time) on such day) or the immediately following Business Day (if notice of a Margin Deficit is provided after 4:30 p.m. (New York time)) the Custodian shall notify Buyer and Seller that a Repo Event of Default has occurredoccurred and is continuing or will result therefrom, unless waived the Agent shall, upon receipt of a written request from the Seller, remit cash or authorize Custodian to release Purchased Loans, as requested by the Seller, in writing either case in an amount equal to the lesser of (i) the amount requested by 100% the Seller and (ii) such Margin Excess, subject always to the other limitations of this Agreement. If cash is to be remitted the Agent shall treat the receipt of the Noteholders written request of each class of Notesthe Seller under this Section 6.1(b) as if it were a request for a Transaction. All Additional Purchased Assets transferred to Buyer’s Account shall be deemed to be Purchased Assets.To the extent the Agent remits 45 Bodman_16842095_7

Margin Deficit. In (a) If the event the Purchase Price of outstanding Transactions is greater than the sum of (i) the aggregate Market Asset Value of the for one or more Purchased Assets (provided that with respect to other than any Purchased Mortgage Loan, the Market Value for purposes of such computation will not exceed Permitted Asset) is less than the outstanding principal balance of Purchase Price for such Purchased Mortgage LoanAsset (as determined by Buyer in its discretion) and (ii) cash or the aggregate Market Value of the Eligible Mortgage Loans (provided that with respect to any Eligible Mortgage Loan, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Eligible Mortgage Loan) on deposit in the Buyer’s Account (a “Margin Deficit”), Custodian shall so notify Buyer may give Seller by 4:30 p.m. on such Business Day. By no later than 5:00 p.m. on the date notice of any such noticeMargin Deficit. So long as no Default or Event of Default has occurred and is continuing, Seller shall transfer to Seller’s Account Additional Purchased Assets and/or Cash such that, after transfer thereof the extent Excess Funding Capacity exists (as determined by Buyer to Buyer’s Accountin its sole and absolute discretion), Buyer shall reallocate such Margin Deficit (a “Reallocation”) by increasing the aggregate Market Value of the Purchase Price for one or more other Purchased Assets (provided that 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 Mortgage Loan, the Market Value for purposes Asset as reasonably determined by Buyer and (ii) as a result of such computation will Reallocations, (A) the Approved Applicable Percentage shall not exceed 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 outstanding principal balance of 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 Mortgage Loan)Asset; provided, including Additional Purchased Assets and Cashhowever, equals or exceeds 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 outstanding Transactions Buyer. Seller understands and any accrued acknowledges that Reallocations may not be possible or, if possible, may not fully eliminate the Margin Deficit and unpaid interest that the manner, method and all other factors relating to the Price Differential thereon. If such Margin Deficit is not cured by the Repo Seller within the same Business Day (if notice of a Margin Deficit is provided at or before 4:30 p.m. (New York time) on such day) or the immediately following Business Day (if notice of a Margin Deficit is provided after 4:30 p.m. (New York time)) the Custodian shall notify Buyer and Seller that a Repo Event of Default has occurred, unless waived Reallocation are 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 be Purchased Assetssole and absolute discretion.

Margin Deficit. In If at any time the event Asset Value of a Purchased Asset, plus any previously tendered Deficit Cure Amount (or, if a Deficit Cure Amount was provided by an Additional Asset, the Purchase Price lesser of outstanding Transactions is greater than such Deficit Cure Amount and the sum product of (ix) the aggregate Market Value of such Additional Asset and (y) the Purchased Assets (provided that with respect to any Purchased Mortgage LoanPurchase Rate for such Additional Asset), is less than the Market Value Margin Amount for purposes of such computation will not exceed the outstanding principal balance of such Purchased Mortgage Loan) and Asset (ii) cash or the aggregate Market Value of the Eligible Mortgage Loans (provided that with respect a "Margin Deficit"), then Buyer may by notice 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 Seller in the Buyer’s Account form of Exhibit IX (as such notice is more particularly set forth below, a “"Margin Deficit”)Deficit Notice") require Seller to, Custodian shall so notify Seller by 4:30 p.m. on such Business Day. By no later than 5:00 p.m. on the date third Business Day following the receipt of any 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 notice), Seller shall at Seller's option, (i) sell to Buyer for no additional consideration (by transfer to Seller’s Account Buyer or its designee) additional Eligible Assets with respect to which information has been furnished to Buyer in accordance with the procedures set forth in Article III and which have been approved by Buyer in its sole discretion ("Additional Assets"), (ii) repurchase, in whole, the Purchased Assets and/or Cash Asset giving rise to such Margin Deficit, (iii) make a payment in reduction of the Repurchase Price of such Purchased Asset, (iv) deposit cash in the Margin Account, or (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 "Deficit Cure Amount") such that, after transfer thereof giving effect to such transfers, repurchases and payments, no Margin Deficit shall then exist. All cash transferred to Buyer pursuant to this Section 4.01 shall be deposited in the Margin Account and shall be applied by Buyer to Buyer’s Account, reduce the aggregate Market Value Repurchase Price of the Purchased Assets (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), including Additional Purchased Assets and Cash, equals or exceeds the Purchase Price of outstanding Transactions and any accrued and unpaid interest relating Asset giving rise to the Price Differential thereon. If such Margin Deficit is not cured by on the Repo Seller within the same Business Day (if notice of a Margin Deficit is provided at or before 4:30 p.m. (New York time) on such day) or the immediately following Business Day (if notice of a Margin Deficit is provided after 4:30 p.m. (New York time)) the Custodian shall notify Buyer and Seller that a Repo Event of Default has occurred, unless waived in writing by 100% of the Noteholders of each class of Notes. All Additional Purchased Assets transferred to Buyer’s Account shall be deemed to be Purchased Assetsnext Payment Date.

Margin Deficit. In the event the Purchase Price of outstanding Transactions is greater than the sum of (a) If on any date (i) the aggregate Market Value of the all Purchased Assets that are Eligible Assets (provided that and including, for avoidance of doubt, any related Interest Rate Protection Agreement 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 Loanan Affiliated Hedge Counterparty) and is less than (ii) cash or the aggregate Market Value sum of the Eligible Mortgage Loans products for each Purchased Asset of (provided that with respect to any Eligible Mortgage Loan, A) Buyer’s Margin Percentage for such Purchased Asset times (B) the Market Value outstanding Repurchase Price for purposes such Purchased Asset as of such computation will not exceed date, plus an amount equal to the outstanding principal balance estimated amount that Seller would be entitled to receive on the next Remittance Date pursuant to clause seventh of such Eligible Mortgage LoanSection 5.02 or clause sixth of Section 5.03, as determined by Buyer (the excess, if any, of (ii) on deposit in the Buyer’s Account over (i), a “Margin Deficit”) and such Margin Deficit equals to or exceeds the Margin Threshold, Seller shall, 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”), Custodian so that after giving effect to such transfers and payments, the Margin Deficit has been reduced to zero. Buyer shall so notify Seller apply the funds or Additional Purchased Assets received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines. Notice of a Margin Deficit may be given by 4:30 p.m. any means provided in this Agreement. Any notice received before 11:00 a.m. New York City time on such a Business Day. By Day shall be met with payment of cash or transfer of Additional Purchased Assets, and the related Margin Call satisfied, no later than 5:00 p.m. New York City time on the following Business Day; notice received after 11:00 a.m. New York City time on a Business Day shall be met with payment of cash or transfer of Additional Purchased Assets, and the related Margin Call satisfied, no later than 5:00 p.m. New York City time two (2) Business Days following the date of any such notice, 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 (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), including Additional Purchased Assets and Cash, equals or exceeds the Purchase Price of outstanding Transactions and any accrued and unpaid interest relating to the Price Differential thereon. If such Margin Deficit is not cured by the Repo Seller within the same Business Day (if notice of a Margin Deficit is provided at or before 4:30 p.m. (New York time) on such day) or the immediately following Business Day (if notice of a Margin Deficit is provided after 4:30 p.m. (New York time)) the Custodian shall notify Buyer and Seller that a Repo Event of Default has occurred, unless waived in writing by 100% of the Noteholders of each class of Notes. All Additional Purchased Assets transferred to Buyer’s Account shall be deemed to be Purchased Assets.

Margin Deficit. In (a) With respect to any Purchased Asset or group of Purchased Assets, if on any date either of the event following has occurred (I) for any individual Purchased Asset (X) a Credit Event with respect to such Purchased Asset has occurred and (Y) an amount equal to the product of the Applicable Percentage for such Purchased Asset, multiplied by its Market Value, is less than the outstanding Purchase Price for such Purchased Asset as of outstanding Transactions is greater than the sum of such date, or (iII) the aggregate Market Value one or more of the Purchased Assets has caused Seller to violate the Facility Debt Yield Test (provided that with respect to the amount of any Purchased Mortgage Loan, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Purchased Mortgage Loanshortfall under clause (I) and (ii) cash or the aggregate Market Value of the Eligible Mortgage Loans amount necessary to cure any violation under clause (provided that with respect to any Eligible Mortgage LoanII), the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Eligible Mortgage Loan) on deposit in the Buyer’s Account (a “Margin Deficit”), Custodian then Buyer shall so notify 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 4:30 p.m. on such Business Day. By no later than 5:00 p.m. on 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 of any such notice, Seller shall transfer to Seller’s Account Additional Purchased Assets and/or Cash such that, after transfer thereof by Buyer to Buyer’s Account, that the aggregate Market Value of the Purchased Assets (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 Loanrelated Margin Deficit is due), including Additional Purchased Assets and Cash, equals or exceeds to reallocate any then-currently available Margin Excess in order to eliminate the related Margin Deficit by increasing the Purchase Price of outstanding Transactions a Purchased Asset with the related Margin Excess and any accrued 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 unpaid interest relating to the Price Differential thereon. If amount of such Margin Deficit Excess that Seller requests be re-allocated, (x) the Purchased Asset to which Seller is not cured by requesting such Margin Excess be applied, the Repo Seller within new Purchase Price of such Purchased Asset and the same Business Day new Purchase Price of the Purchased Asset with the related Margin Excess, in each case, after giving pro forma effect to such allocation, (if notice y) the amount of a the Margin Deficit on the Purchased Asset to which such Margin Excess is provided at or before 4:30 p.m. to be applied both immediately prior to and immediately after giving pro forma effect to such allocation and (New York timez) on such day) or the immediately following Business Day (if notice of a Margin Deficit is provided after 4:30 p.m. (New York time)) the Custodian shall notify Buyer and certification from Seller that a Repo no Default or Event of Default has occurredoccurred and is continuing (except as would be cured by such reallocation). Upon Buyer's independent confirmation, unless waived to be made in writing by 100% of Buyer’s sole discretion, that the Noteholders of each class of Notes. All Additional 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 transferred to Buyer’s Account shall be deemed to be Purchased Assets.for which Margin Deficits would otherwise exist, as determined by Buyer in its sole discretion, and, immediately

Margin Deficit. In (a) If on any date the event Market Value of all Purchased Mortgage Loans and Purchased REMIC Certificates (taking into account the Market Value of the Underlying Mortgage Loans) is less than the product of (A) Buyer’s Margin Percentage times (B) the aggregate outstanding Purchase Price for such Purchased Assets as of outstanding Transactions is greater such 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 sum product of (A) Buyer’s Margin Percentage times (B) the aggregate outstanding Purchase Price for such Purchased Assets as of such date, a margin deficit shall exist (an “REO Margin Deficit”). If on any date that a Mortgage Loan/REMIC Margin Deficit exists and a Margin Call Trigger Event shall have occurred, Buyer may provide a Margin Call Notice to Sellers notifying Sellers of such Margin Deficit (a “Margin Call”) and such Margin Call Notice shall require Sellers, upon Buyer’s direction or, in the case of a Margin Deficit arising solely because one or more of such Purchased Assets have ceased to be an Eligible Asset, at Seller’s option, to either (i) transfer cash to Buyer, (ii) transfer to Buyer or its designee (including Custodian) for no additional consideration additional Eligible Assets (“Additional Purchased Assets”), or (iii) choose any combination of the foregoing, so that, after giving effect to such transfers and payments, the aggregate outstanding Purchase Price for all Purchased Mortgage Loans and Purchased REMIC Certificates does not exceed the product of (A) the aggregate Market Value thereof times (B) the Applicable Purchase Price Percentage. If on any date that an REO Margin Deficit exists and a Margin Call Trigger Event shall have occurred, Buyer may provide a Margin Call Notice to Sellers notifying Sellers of such Margin Deficit (a “Margin Call”) and Sellers may, but shall have no obligation to, (i) transfer cash to Buyer, (ii) transfer to Buyer or its designee (including Custodian) for no additional consideration additional Eligible Assets (“Additional Purchased Assets”), or (iii) choose any combination of the Purchased Assets (provided that with respect foregoing, so that, after giving effect to any Purchased Mortgage Loansuch transfers, repurchases and payments, the Market Value aggregate outstanding Purchase Price for purposes of such computation will all Purchased REO Entity Interests does not exceed the outstanding principal balance product of such Purchased Mortgage Loan(A) and (ii) cash or the aggregate Market Value of thereof times (B) the Eligible Mortgage Loans (provided that with respect to any Eligible Mortgage Loan, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Eligible Mortgage Loan) on deposit in the Buyer’s Account (a “Margin Deficit”), Custodian shall so notify Seller by 4:30 p.m. on such Business Day. By no later than 5:00 p.m. on the date of any such notice, Seller shall transfer to Seller’s Account Additional Purchased Assets and/or Cash such that, after transfer thereof by Buyer to Buyer’s Account, the aggregate Market Value of the Purchased Assets (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), including Additional Purchased Assets and Cash, equals or exceeds the Applicable Purchase Price of outstanding Transactions and any accrued and unpaid interest relating to Percentage. Buyer shall apply the Price Differential thereon. If such Margin Deficit is not cured by the Repo Seller within the same Business Day (if notice funds received in satisfaction of a Margin Deficit is to the Repurchase Obligations in such manner as Buyer determines; provided at or before 4:30 p.m. (New York time) on that any funds received from Sellers to satisfy an REO Margin Deficit shall be applied to satisfy such day) or REO Margin Deficit and any funds received from Sellers to satisfy a Mortgage Loan/REMIC Margin Deficit shall be applied to satisfy such Mortgage Loan/REMIC Margin Deficit. For the immediately following Business Day (if notice avoidance of doubt a Margin Deficit is provided after 4:30 p.m. (New York time)) the Custodian shall notify Buyer and Seller that Call may be made with respect to a Repo Event of Default has occurred, unless waived in writing by 100% of the Noteholders of each class of Notes. All Additional single Purchased Assets transferred to Buyer’s Account shall be deemed to be Asset or multiple Purchased Assets.

Margin Deficit. In (a) If at any time the event the aggregate Purchase Price Value of outstanding all Purchased Loans subject to all Transactions hereunder is greater less than the sum of aggregate Repurchase Price (i) excluding Price Differential), minus, without duplication, cash transfers previously made from the aggregate Market Value of Seller to the Purchased Assets (provided that with respect Agent in response to any Purchased Mortgage Loanprevious Margin Calls, the Market Value if any, for purposes of all such computation will not exceed the outstanding principal balance of such Purchased Mortgage Loan) and (ii) cash or the aggregate Market Value of the Eligible Mortgage Loans (provided that with respect to any Eligible Mortgage Loan, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Eligible Mortgage Loan) on deposit in the Buyer’s Account Transactions (a “Margin Deficit”), then by notice to the Seller (a “Margin Call”), the Agent shall require the Seller to transfer (for the account of the Buyers) to the Agent (in the case of cash) or the Custodian shall so notify Seller by 4:30 p.m. on such Business Day. By no later than 5:00 p.m. on (in the date case of any such noticeAdditional Purchased Loans, Seller shall transfer to as defined below), as appropriate, either (at the Seller’s Account option) cash, additional Eligible Loans reasonably acceptable to the Agent (“Additional Purchased Assets and/or Cash such thatLoans”), after transfer thereof by Buyer to Buyer’s Accountor a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Market Purchase Value of the Purchased Assets Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (provided that with respect excluding Price Differential). (b) On any Business Day on which the Purchase Value of the Purchased Loans subject to any Purchased Mortgage Loan, Transactions exceeds the Market Value for purposes then outstanding aggregate Repurchase Price (excluding Price Differential) of such computation will not exceed the outstanding principal balance of such Purchased Mortgage Loanall Transactions (a “Margin Excess”), including Additional Purchased Assets and Cash, equals so long as no Default or exceeds the Purchase Price of outstanding Transactions and any accrued and unpaid interest relating to the Price Differential thereon. If such Margin Deficit is not cured by the Repo Seller within the same Business Day (if notice of a Margin Deficit is provided at or before 4:30 p.m. (New York time) on such day) or the immediately following Business Day (if notice of a Margin Deficit is provided after 4:30 p.m. (New York time)) the Custodian shall notify Buyer and Seller that a Repo Event of Default has occurredoccurred and is continuing or will result therefrom, unless waived the Agent shall, upon receipt of a written request from the Seller, remit cash or authorize Custodian to release Purchased Loans, as requested by the Seller, in writing either case in an amount equal to the lesser of (i) the amount requested by 100% the Seller and (ii) such Margin Excess, subject always to the other limitations of this Agreement. If cash is to be remitted the Agent shall treat the receipt of the Noteholders written request of each class of Notesthe Seller under this Section 6.1(b) as if it were a request for a Transaction. All Additional Purchased Assets transferred To the extent the Agent remits cash to Buyer’s Account the Seller, such cash shall be deemed (A) additional Purchase Price with respect to be Purchased Assetsthe Transactions, and (B) subject in all respects to the 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 Excess were the initiation of a Transaction hereunder. 6.2.

Margin Deficit. In (a) With respect to any Purchased Asset or group of Purchased Assets, if on any date either of the event following has occurred (I) for any individual Purchased Asset (X) a Credit Event with respect to such Purchased Asset has occurred and (Y) an amount equal to the product of the Applicable Percentage for such Purchased Asset, multiplied by its Market Value, is less than the outstanding Purchase Price for such Purchased Asset as of outstanding Transactions is greater than the sum of such date, or (iII) the aggregate Market Value one or more of the Purchased Assets has caused Seller to violate the Facility Debt Yield Test (provided that with respect to the amount of any Purchased Mortgage Loan, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Purchased Mortgage Loanshortfall under clause (I) and (ii) cash or the aggregate Market Value of the Eligible Mortgage Loans amount necessary to cure any violation under clause (provided that with respect to any Eligible Mortgage LoanII), the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Eligible Mortgage Loan) on deposit in the Buyer’s Account (a “Margin Deficit”), Custodian then Buyer shall so notify 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 4:30 p.m. on such Business Day. By no later than 5:00 p.m. on 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 of any such notice, Seller shall transfer to Seller’s Account Additional Purchased Assets and/or Cash such that, after transfer thereof by Buyer to Buyer’s Account, that the aggregate Market Value of the Purchased Assets (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 Loanrelated Margin Deficit is due), including Additional Purchased Assets and Cash, equals or exceeds to reallocate any then-currently available Margin Excess in order to eliminate the related Margin Deficit by increasing the Purchase Price of outstanding Transactions a Purchased Asset with the related Margin Excess and any accrued 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 unpaid interest relating to the Price Differential thereon. If amount of such Margin Deficit Excess that Seller requests be re-allocated, (x) the Purchased Asset to which Seller is not cured by requesting such Margin Excess be applied, the Repo Seller within new Purchase Price of such Purchased Asset and the same Business Day new Purchase Price of the Purchased Asset with the related Margin Excess, in each case, after giving pro forma effect to such allocation, (if notice y) the amount of a the Margin Deficit on the Purchased Asset to which such Margin Excess is provided at or before 4:30 p.m. to be applied both immediately prior to and immediately after giving pro forma effect to such allocation and (New York timez) on such day) or the immediately following Business Day (if notice of a Margin Deficit is provided after 4:30 p.m. (New York time)) the Custodian shall notify Buyer and certification from Seller that a Repo no Default or Event of Default has occurredoccurred and is continuing (except as would be cured by such reallocation). Upon Buyer's independent confirmation, unless waived to be made in writing by 100% of Buyer’s sole discretion, that the Noteholders of each class of Notes. All Additional 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 transferred 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’s Account shall be deemed to be Buyer reflecting the new Purchase Price of all affected Purchased Assets.

Margin Deficit. In (a) With respect to any Purchased Asset or group of Purchased Assets, if on any date either of the event following has occurred (I) for any individual Purchased Asset (X) a Credit Event with respect to such Purchased Asset has occurred and (Y) an amount equal to the product of the Applicable Percentage for such Purchased Asset, multiplied by its Market Value, is less than the outstanding Purchase Price for such Purchased Asset as of outstanding Transactions is greater than the sum of such date, or (iII) the aggregate Market Value one or more of the Purchased Assets has caused Seller to violate the Facility Debt Yield Test (provided that with respect to the amount of any Purchased Mortgage Loan, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Purchased Mortgage Loanshortfall under clause (I) and (ii) cash or the aggregate Market Value of the Eligible Mortgage Loans amount necessary to cure any violation under clause (provided that with respect to any Eligible Mortgage LoanII), the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Eligible Mortgage Loan) on deposit in the Buyer’s Account (a “Margin Deficit”), Custodian then Buyer shall so notify 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 4:30 p.m. on such Business Day. By no later than 5:00 p.m. on 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 of any such notice, Seller shall transfer to Seller’s Account Additional Purchased Assets and/or Cash such that, after transfer thereof by Buyer to Buyer’s Account, that the aggregate Market Value of the Purchased Assets (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 Loanrelated Margin Deficit is due), including Additional Purchased Assets and Cash, equals or exceeds to reallocate any then-currently available Margin Excess in order to eliminate the related Margin Deficit by increasing the Purchase Price of outstanding Transactions a Purchased Asset with the related Margin Excess and any accrued 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 unpaid interest relating to the Price Differential thereon. If amount of such Margin Deficit Excess that Seller requests be re-allocated, (x) the Purchased Asset to which Seller is not cured by requesting such Margin Excess be applied, the Repo Seller within new Purchase Price of such Purchased Asset and the same Business Day new Purchase Price of the Purchased Asset with the related Margin Excess, in each case, after giving pro forma effect to such allocation, (if notice y) the amount of a the Margin Deficit on the Purchased Asset to which such Margin Excess is provided at or before 4:30 p.m. to be applied both immediately prior to and immediately after giving pro forma effect to such allocation and (New York timez) on such day) or the immediately following Business Day (if notice of a Margin Deficit is provided after 4:30 p.m. (New York time)) the Custodian shall notify Buyer and certification from Seller that a Repo no Default or Event of Default has occurredoccurred and is continuing (except as would be cured by such reallocation). Upon Buyer’s independent confirmation, unless waived to be made in writing by 100% of Buyer’s sole discretion, that the Noteholders of each class of Notes. All Additional 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 transferred 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’s Account shall be deemed to be Buyer reflecting the new Purchase Price of all affected Purchased Assets.

Margin Deficit. In the event the Purchase Price of outstanding Transactions is greater than the sum of (a) If, as determined by Buyer in its discretion, (i) a Credit Event has occurred, (ii) the aggregate Market 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 (provided that with respect 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 determined by Buyer (the occurrence of any Purchased Mortgage Loansuch event under clauses (i), the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Purchased Mortgage Loan(ii), (iii) and/or (iv) and the Master Repurchase and Securities Contract (iiXxxxx Fargo/CIM Real Estate) cash or the aggregate Market Value of the Eligible Mortgage Loans (provided that with respect to any Eligible Mortgage LoanCHAR1\1716309v16 related Deficit Amount, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Eligible Mortgage Loan) on deposit in the Buyer’s Account (a “Margin Deficit”), Custodian shall so notify Buyer may give Seller by 4:30 p.m. on such Business Day. By no later than 5:00 p.m. on the date notice of any such noticeMargin 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, Seller shall transfer Buyer shall, to Seller’s Account Additional the extent of any Excess Funding Capacity, reallocate such Margin Deficit (a “Reallocation”) to one or more Purchased Assets and/or Cash with Excess Funding Capacity by increasing the Purchase Price for one or more such that, after transfer thereof 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’s Account, (II) each Purchased Asset must have a Debt Yield at least equal to the aggregate Market Value of 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 (provided 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 with respect to exceeds the Applicable Percentage set forth in the related Confirmation, (VII) the Concentration Limits shall not be exceeded for any Purchased Mortgage LoanAsset, and (VIII) Buyer has received evidence satisfactory to Buyer in its discretion of the Market Value for purposes continuing enforceability of such computation will not exceed the outstanding principal balance of such Purchased Mortgage Loan)Guaranty and the current compliance by the Guarantor with all Financial Covenants and other obligations set forth in the Repurchase Documents; provided, including Additional Purchased Assets and Cashhowever, equals or exceeds 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 one (1) Business Day) following the request of outstanding Transactions Buyer. Seller understands and any accrued acknowledges that Reallocations may not be possible or, if possible, may not fully eliminate the Margin Deficit and unpaid interest that, subject to Seller’s rights set forth herein, the manner, method and all other factors relating to the Price Differential thereon. If such Margin Deficit is not cured by the Repo Seller within the same Business Day (if notice of a Margin Deficit is provided at or before 4:30 p.m. (New York time) on such day) or the immediately following Business Day (if notice of a Margin Deficit is provided after 4:30 p.m. (New York time)) the Custodian shall notify Buyer and Seller that a Repo Event of Default has occurred, unless waived Reallocation are 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 be Purchased Assetsdiscretion.

Margin Deficit. In (a) If the Asset Value for one or more Purchased Assets is less than 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 outstanding Transactions is greater than the sum of such increases to be determined by Buyer) so long as (i) the aggregate Market Value such Reallocations do not result in a Default, an Event of the Purchased Assets (provided that Default or a Margin Deficit with respect to any other Purchased Mortgage Loan, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Purchased Mortgage Loan) Asset as determined by Buyer and (ii) cash or the aggregate Market Value as a result of such Reallocations, (A) no Purchased Asset shall have a PPV in excess of the Eligible Mortgage Loans Required PPV Percentage, as determined by Buyer, (provided that with respect B) each Purchased Asset must have a Debt Yield at least equal to any Eligible Mortgage Loanthe Required Debt Yield Percentage, as determined by Buyer, (C) the Market Value Debt Yield for purposes of such computation will not 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 principal balance of such Eligible Mortgage Loan) on deposit in the Buyer’s Account (a “Margin Deficit”), Custodian shall so notify Seller by 4:30 p.m. on such Business Day. By no later than 5:00 p.m. on the date of In connection with any such noticeReallocation or payment of a Margin Deficit, Seller shall transfer to Seller’s Account Additional Purchased Assets and/or Cash such thatexecute new Confirmations promptly following request of Buyer. Seller understands and acknowledges that Reallocations may not be possible or, after transfer thereof by Buyer to Buyer’s Accountif possible, may not fully eliminate the aggregate Market Value of Margin Deficit and that the Purchased Assets (provided that with respect to any Purchased Mortgage Loanmanner, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Purchased Mortgage Loan), including Additional Purchased Assets method and Cash, equals or exceeds the Purchase Price of outstanding Transactions and any accrued and unpaid interest all other factors relating to the Price Differential thereon. If such Margin Deficit is not cured by the Repo Seller within the same Business Day (if notice of a Margin Deficit is provided at or before 4:30 p.m. (New York time) on such day) or the immediately following Business Day (if notice of a Margin Deficit is provided after 4:30 p.m. (New York time)) the Custodian shall notify Buyer and Seller that a Repo Event of Default has occurred, unless waived Reallocation are 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 be Purchased Assets's discretion.

Margin Deficit. In (a) If on any date (i) the event Market Value of any Purchased Asset which is RMBS (excluding Additional Purchased Assets and Margin Assets) is less than (ii) the product of (A) the Buyer’s Maximum Margin Percentage of such Purchased Asset and (B) the Purchase Price of outstanding Transactions is greater than the sum of (i) the aggregate Market Value of the such Purchased Assets (provided that with respect to any Purchased Mortgage Loan, the Market Value for purposes Asset as of such computation will not exceed date (the outstanding principal balance excess, if any, of such Purchased Mortgage Loan) and (ii) cash or the aggregate Market Value of the Eligible Mortgage Loans over (provided that with respect to any Eligible Mortgage Loani), the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Eligible Mortgage Loan) on deposit in the Buyer’s Account (a an “Asset Margin Deficit”), Custodian shall so notify Seller by 4:30 p.m. on such Business Day. By no later than 5:00 p.m. on ; and after Buyer’s application of the date 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, such Asset Margin Deficit equals or exceeds the Minimum Margin Call Amount, Seller shall, upon notice from Buyer (such notice, Seller shall an “Asset Margin Call”), transfer to Seller’s Account Additional Purchased Assets and/or Cash such thatBuyer cash, after or if Seller and Buyer (in its discretion) agree, transfer thereof by to Buyer to Buyer’s Account, the aggregate Market Value of the Purchased Assets (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), including Additional Purchased Assets and CashMargin Assets for no additional consideration, equals 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 outstanding Transactions and such Purchased Asset; provided that in the Buyer’s discretion, Seller may request that the Pledged Market Value of any accrued and unpaid interest relating to the Price Differential thereon. If such Margin Deficit is not cured by the Repo Seller within the same Business Day (if notice of a Margin Deficit is provided at or before 4:30 p.m. (New York time) on such day) or the immediately following Business Day (if notice of a Margin Deficit is provided after 4:30 p.m. (New York time)) the Custodian shall notify Buyer and Seller that a Repo Event of Default has occurred, unless waived in writing by 100% of the Noteholders of each class of Notes. All previously delivered Additional Purchased Assets transferred or Margin Assets be applied to Buyer’s Account 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 deemed applied to be Purchased Assetsmore than one Asset Margin Deficit on any date.

Margin Deficit. In the event the Purchase Price of outstanding Transactions is greater than the sum of (a) If on any date (i) the aggregate Market Value of the all Purchased Assets (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) and is less than (ii) cash or the aggregate Market Value product of (A) Buyer's Margin Percentage times (B) the Eligible Mortgage Loans (provided that with respect to any Eligible Mortgage Loan, the Market Value outstanding Repurchase Price for purposes all Purchased Assets as of such computation will not exceed date (the outstanding principal balance excess, if any, of such Eligible Mortgage Loan(ii) on deposit in the Buyer’s Account over (i), a “Margin Deficit”), Seller shall, 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), (“Additional Purchased Assets”), so that after giving effect to such transfers and payments, the Margin Deficit has been reduced to zero. Buyer shall so notify Seller apply the funds or Additional Purchased Assets received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines. Notice of a Margin Deficit may be given by 4:30 p.m. any means provided in this Agreement. Any notice received before 11:00 a.m. New York City time on such a Business Day. By Day shall be met with payment of cash or transfer of Additional Purchased Assets, and the related Margin Call satisfied, no later than 5:00 p.m. New York City time on the following Business Day; notice received after 11:00 a.m. New York City time on a Business Day shall be met with payment of cash or transfer of Additional Purchased Assets, and the related Margin Call satisfied, no later than 5:00 p.m. New York City time two (2) Business Days following the date of any such notice, 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 (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), including Additional Purchased Assets and Cash, equals or exceeds the Purchase Price of outstanding Transactions and any accrued and unpaid interest relating to the Price Differential thereon. If such Margin Deficit is not cured by the Repo Seller within the same Business Day (if notice of a Margin Deficit is provided at or before 4:30 p.m. (New York time) on such day) or the immediately following Business Day (if notice of a Margin Deficit is provided after 4:30 p.m. (New York time)) the Custodian shall notify Buyer and Seller that a Repo Event of Default has occurred, unless waived in writing by 100% of the Noteholders of each class of Notes. All Additional Purchased Assets transferred to Buyer’s Account shall be deemed to be Purchased Assets.

Margin Deficit. In the event the Purchase Price of outstanding Transactions is greater than the sum of (b) 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 of all Underlying Assets is less than the product of (A) Buyer’s Margin Percentage times (B) the aggregate outstanding Purchase Price for all Purchased Assets as of such 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 (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 Loaneither (i) and or (ii) cash or the aggregate Market Value of the Eligible Mortgage Loans (provided that with respect to any Eligible Mortgage Loan), the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Eligible Mortgage Loan) on deposit in the Buyer’s Account (a “Margin Deficit”), Custodian and such Margin Deficit is greater than the Minimum Transfer Amount, Buyer may provide notice to Seller (as such notice is more particularly set forth below and in Section 4.01(b) (a “Margin Call”)) of such Margin Deficit. Such notice shall require Seller to transfer cash to Buyer to reduce the Aggregate Purchase Price, so notify Seller by 4:30 p.m. on such Business Day. By no later than 5:00 p.m. on the date of any such notice, Seller shall transfer to Seller’s Account Additional Purchased Assets and/or Cash such that, after transfer thereof by Buyer giving effect to Buyer’s Accountsuch payments, the Aggregate Purchase Price for all Purchased Assets does not exceed the aggregate Market Value of all Underlying Assets multiplied by the Purchased Assets Applicable Percentage or, after the (provided that with respect to any Purchased Mortgage Loan90th) day following the start of the Extension Period, the Market Value for purposes Extension Margin Amount as of such computation will not exceed date. Buyer shall apply the outstanding principal balance of such Purchased Mortgage Loan), including Additional Purchased Assets and Cash, equals or exceeds the Purchase Price of outstanding Transactions and any accrued and unpaid interest relating to the Price Differential thereon. If such Margin Deficit is not cured by the Repo Seller within the same Business Day (if notice funds received in satisfaction of a Margin Deficit is provided at to the Repurchase Obligations to reduce the Aggregate Purchase Price in such manner as Buyer determines. For the avoidance of doubt, a Margin Call may be made with respect to a single Purchased Asset, multiple Purchased Assets or before 4:30 p.m. (New York time) on such day) or any number of Underlying Assets, so long as, subject to the immediately following Business Day (if notice of sentence, a Margin Deficit that is provided after 4:30 p.m. greater than the Minimum Transfer Amount exists. Notwithstanding the foregoing, at any time an Underlying Asset becomes (New York time)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 Custodian shall notify Allocated Purchase Price for such Underlying Asset, Buyer and may provide a notice to 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 accordance with this Section 4.01 requiring Seller to Buyer’s Account shall be deemed transfer cash to be Purchased AssetsBuyer to eliminate such deficit.

Margin Deficit. In (a) With respect to any Purchased Asset, if on any date (I) an amount equal to the event product of the Applicable Percentage for such Purchased Asset, multiplied by its Market Value, is less than the outstanding Purchase Price for such Purchased Asset as of outstanding Transactions is greater than the sum of such date, or (iII) the aggregate Market Value one or more of the Purchased Assets has caused Seller to violate the Facility Debt Yield Test (provided that with respect to the amount of any Purchased Mortgage Loan, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Purchased Mortgage Loanshortfall under clause (I) and (ii) cash or the aggregate Market Value of the Eligible Mortgage Loans amount necessary to cure any violation under clause (provided that with respect to any Eligible Mortgage LoanII), the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Eligible Mortgage Loan) on deposit in the Buyer’s Account (a “Margin Deficit”), Custodian then Buyer shall so notify have the right from time to time as determined in its sole discretion to make a margin call on Seller by 4:30 p.m. on such Business Day. By no later than 5:00 p.m. on (a “Margin Call”) in an amount equal to the date amount of any such notice, Seller shall transfer to Seller’s Account Additional Purchased Assets and/or Cash such the related Margin Deficit; provided that, after transfer thereof by (i) prior to the occurrence and continuation of a Default or an Event of Default, Buyer to Buyer’s Accountshall only make a Margin Call if the related Margin Deficit exceeds, or if the aggregate of all Margin Deficits collectively exceeds, the aggregate Market Value 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 (provided 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 with respect satisfies all of the requirements set forth in clauses (w) through (z) below (to any Purchased Mortgage Loan, be received prior to the Market Value for purposes of such computation will not exceed date that the outstanding principal balance of such Purchased Mortgage Loanrelated Margin Deficit is due), including Additional Purchased Assets and Cash, equals or exceeds to reallocate any then-currently available Margin Excess in order to eliminate the related Margin Deficit by increasing the Purchase Price of outstanding Transactions one or more Purchased Assets then having any Margin Excess and any accrued 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 unpaid interest relating to the Price Differential thereon. If amount of such Margin Deficit Excess, if any, that Seller requests be re-allocated, (x) the Purchased Asset(s) to which Seller is not cured by requesting such Margin Excess be applied, the Repo Seller within new Purchase Price of each such Purchased Asset and the same Business Day new Purchase Price of the Purchased Asset(s) with the related Margin Excess, in each case, after giving pro forma effect to such reallocation, (if notice y) the amount of a the Margin Deficit on the Purchased Asset(s) to which any such Margin Excess is provided at 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 before 4:30 p.m. (New York time) on such day) or the immediately following Business Day (if notice of a Margin Deficit is provided after 4:30 p.m. (New York time)) the Custodian shall notify Buyer and Seller that a Repo Event of Default has occurredexists (except as would be cured by such reallocation). In connection with any request from Seller to reallocate available Margin Excess, unless waived Buyer may, in writing its sole and absolute discretion, elect to increase the Applicable Percentage and/or Purchase Price of one or more Purchased Assets, by 100% 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 Noteholders of each class of Notes. All Additional 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 transferred 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’s Account shall be deemed to be Buyer reflecting the new Purchase Price of all affected Purchased Assets.

Margin Deficit. In the event the Purchase Price of outstanding Transactions is greater than the sum of (a) (i) the aggregate Market Value of the Purchased Assets (provided that with respect to If, on any Purchased Mortgage Loandate, the Market Value for purposes of all Purchased Assets (excluding Additional Purchased Assets and Margin Assets) subject to a Transaction as of such computation will not exceed date is less than the product of (A) Buyer’s Maximum Margin Percentage times (B) the aggregate outstanding principal balance Purchase Price for such Purchased Assets as of such Purchased Mortgage Loan) and (ii) cash or the aggregate Market Value of the Eligible Mortgage Loans (provided that with respect to any Eligible Mortgage Loan, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Eligible Mortgage Loan) on deposit in the Buyer’s Account date (a “Transaction Margin Deficit”), Custodian shall so notify Seller by 4:30 p.m. on and such Business Day. By no later than 5:00 p.m. on Transaction Margin Deficit, minus the date Pledged Market Value of any such notice, Seller shall transfer to Seller’s Account Additional Purchased Assets and/or Cash previously transferred to Buyer and currently subject to such Transaction, exceeds the Minimum Margin Call Amount, Buyer may provide notice to Seller (as such notice is more particularly set forth below and in Section 4.01(b) (a “Transaction Margin Call”)) of such Transaction Margin Deficit. Such notice shall require Seller, in Buyer’s discretion, to (i) transfer cash to Buyer, (ii) repurchase Purchased Assets at the Repurchase Price thereof, (iii) if Seller and Buyer (in its discretion) agree, transfer to Buyer or its designee (including Custodian) for no additional consideration additional Eligible Grantor Trust Interests or Eligible Pass-Through Trust Interests, as applicable (“Additional Purchased Assets”) and Margin Assets, or (iv) deliver any combination of the foregoing, so that, in each such case, after transfer thereof by Buyer giving effect to Buyer’s Accountsuch 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 the any previously delivered Additional Purchased Assets (or Margin Assets to reduce such Transaction Margin Deficit; provided further, that that the Pledged Market Value of any Additional Purchased Asset or Margin Assets shall not be applied to more than one Margin Deficit on any date. Buyer shall apply the funds received in satisfaction of a Transaction Margin Deficit to the Repurchase Obligations in such manner as Buyer determines. For the avoidance of doubt a Transaction Margin Call may be made with respect to any a single Purchased Mortgage Loan, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Purchased Mortgage Loan), including Additional Purchased Assets and Cash, equals Asset or exceeds the Purchase Price of outstanding Transactions and any accrued and unpaid interest relating to the Price Differential thereon. If such Margin Deficit is not cured by the Repo Seller within the same Business Day (if notice of a Margin Deficit is provided at or before 4:30 p.m. (New York time) on such day) or the immediately following Business Day (if notice of a Margin Deficit is provided after 4:30 p.m. (New York time)) the Custodian shall notify Buyer and Seller that a Repo Event of Default has occurred, unless waived in writing by 100% of the Noteholders of each class of Notes. All Additional Purchased Assets transferred to Buyer’s Account shall be deemed to be multiple Purchased Assets.

Margin Deficit. In (a) If at any time the event the Purchase Price aggregate Margin Amount of outstanding all Purchased Loans subject to all Transactions hereunder is greater less than the sum of aggregate Repurchase Price (i) excluding Price Differential), minus, without duplication, cash transfers previously made from the aggregate Market Value of Seller to the Purchased Assets (provided that with respect Agent in response to any Purchased Mortgage Loanprevious Margin Calls, the Market Value if any, for purposes of all such computation will not exceed the outstanding principal balance of such Purchased Mortgage Loan) and (ii) cash or the aggregate Market Value of the Eligible Mortgage Loans (provided that with respect to any Eligible Mortgage LoanTransactions, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Eligible Mortgage Loan) on deposit in the Buyer’s Account a margin deficit (a “Margin Deficit”), Custodian shall so notify Seller by 4:30 p.m. on such Business Day) will exist. By no later than 5:00 p.m. on If at any time the date of Margin Deficit (including any such notice, 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 (provided amounts that remain due and payable with respect to any Purchased Mortgage Loanpreviously issued Margin Call) exceeds Five Hundred Thousand Dollars ($500,000), then by notice to the Seller (a “Margin Call”), the Market Value Agent shall require the Seller to transfer (for purposes the account of such computation will not exceed the outstanding principal balance Buyers) to the Agent (in the case of such cash) or the Custodian (in the case of Additional Purchased Mortgage LoanLoans, as defined below), including as appropriate, either (at the Seller’s option) cash, additional Eligible Loans reasonably acceptable to the Agent (“Additional Purchased Assets Loans”), or a combination of cash and CashAdditional Purchased Loans, equals or exceeds so that the cash and the aggregate Purchase Price of outstanding Transactions and the Purchased Loans, including any accrued and unpaid interest relating to such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price Differential thereon(excluding Price Differential). If such Margin Deficit is not cured by the Repo Seller within the same (b) On any Business Day on which the aggregate Margin Amount of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price (if notice excluding Price Differential) of all Transactions (a “Margin Deficit is provided at Excess”), so long as no Default or before 4:30 p.m. (New York time) on such day) or the immediately following Business Day (if notice of a Margin Deficit is provided after 4:30 p.m. (New York time)) the Custodian shall notify Buyer and Seller that a Repo Event of Default has occurredoccurred and is continuing or will result therefrom, unless waived the Agent shall, upon receipt of a written request from the Seller and provided such Margin Excess exceeds Five Hundred Thousand Dollars ($500,000), remit cash or authorize Custodian to release Purchased Loans, as requested by the Seller, in writing either case in an amount equal to the lesser of (i) the amount requested by 100% the Seller and (ii) such Margin Excess, subject always to the other limitations of this Agreement. If cash is to be remitted, the Agent shall treat the receipt of the Noteholders written request of each class of Notesthe Seller under this Section 6.1(b) as if it were a request for a Transaction. All Additional Purchased Assets transferred To the extent the Agent remits cash to Buyer’s Account the Seller, such cash shall be deemed (A) additional Purchase Price with respect to be Purchased Assets.the Transactions, and (B) subject in all respects to the provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share

Margin Deficit. In (a) If at any time the event the Purchase Price aggregate Margin Amount of outstanding all Purchased Loans subject to all Transactions hereunder is greater less than the sum of aggregate Repurchase Price (i) excluding Price Differential), minus, without duplication, cash transfers previously made from the aggregate Market Value of Seller to the Purchased Assets (provided that with respect Agent in response to any Purchased Mortgage Loanprevious Margin Calls, the Market Value if any, for purposes of all such computation will not exceed the outstanding principal balance of such Purchased Mortgage Loan) and (ii) cash or the aggregate Market Value of the Eligible Mortgage Loans (provided that with respect to any Eligible Mortgage LoanTransactions, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Eligible Mortgage Loan) on deposit in the Buyer’s Account a margin deficit (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 (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 shall so notify Seller by 4:30 p.m. on such Business Day. By no later than 5:00 p.m. on (in the date case of any such noticeAdditional Purchased Loans, Seller shall transfer to as defined below), as appropriate, either (at the Seller’s Account option) cash, additional Eligible Loans reasonably acceptable to the Agent (“Additional Purchased Assets and/or Cash such thatLoans”), after transfer thereof by Buyer to Buyer’s Accountor a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Market Value Purchase Price of the Purchased Assets Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (provided that with respect excluding Price Differential). (b) On any Business Day on which the aggregate Margin Amount of the Purchased Loans subject to any Purchased Mortgage Loan, Transactions exceeds the Market Value for purposes then outstanding aggregate Repurchase Price (excluding Price Differential) of such computation will not exceed the outstanding principal balance of such Purchased Mortgage Loanall Transactions (a “Margin Excess”), including Additional Purchased Assets and Cash, equals so long as no Default or exceeds the Purchase Price of outstanding Transactions and any accrued and unpaid interest relating to the Price Differential thereon. If such Margin Deficit is not cured by the Repo Seller within the same Business Day (if notice of a Margin Deficit is provided at or before 4:30 p.m. (New York time) on such day) or the immediately following Business Day (if notice of a Margin Deficit is provided after 4:30 p.m. (New York time)) the Custodian shall notify Buyer and Seller that a Repo Event of Default has occurredoccurred and is continuing or will result therefrom, unless waived the Agent shall, upon receipt of a written request from the Seller and provided such Margin Excess exceeds One Million Dollars ($1,000,000), remit cash or authorize Custodian to release Purchased Loans, as requested by the Seller, in writing either case in an amount equal to the lesser of (i) the amount requested by 100% the Seller and (ii) such Margin Excess, subject always to the other limitations of this Agreement. If cash is to be remitted, the Agent shall treat the receipt of the Noteholders written request of each class of Notesthe Seller under this Section 6.1(b) as if it were a request for a Transaction. All Additional Purchased Assets transferred To the extent the Agent remits cash to Buyer’s Account the Seller, such cash shall be deemed (A) additional Purchase Price with respect to be Purchased Assetsthe Transactions, and (B) subject in all respects to the 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 Excess were the initiation of a Transaction hereunder. 6.2.

Margin Deficit. In (a) If on any date (i) the event Market Value of any Purchased Asset (excluding Additional Purchased Assets and Margin Assets) is less than (ii) the product of (A) the Buyer’s Maximum Margin Percentage of such Purchased Asset and (B) the Purchase Price of outstanding Transactions is greater than the sum of (i) the aggregate Market Value of the such Purchased Assets (provided that with respect to any Purchased Mortgage Loan, the Market Value for purposes Asset as of such computation will not exceed date (the outstanding principal balance excess, if any, of such Purchased Mortgage Loan) and (ii) cash or the aggregate Market Value of the Eligible Mortgage Loans over (provided that with respect to any Eligible Mortgage Loani), the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Eligible Mortgage Loan) on deposit in the Buyer’s Account (a an “Asset Margin Deficit”), Custodian shall so notify Seller by 4:30 p.m. on such Business Day. By no later than 5:00 p.m. on ; and after Buyer’s application of the date 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, Seller shall an “Asset Margin Call”), transfer to Seller’s Account Additional Purchased Assets and/or Cash such thatBuyer cash, after or if Seller and Buyer (in its discretion) agree, transfer thereof by to Buyer to Buyer’s Account, the aggregate Market Value of the Purchased Assets (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), including Additional Purchased Assets and CashMargin Assets for no additional consideration, equals 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 outstanding Transactions and such Purchased Asset; provided that in the Buyer’s discretion, Seller may request that the Pledged Market Value of any accrued and unpaid interest relating to the Price Differential thereon. If such Margin Deficit is not cured by the Repo Seller within the same Business Day (if notice of a Margin Deficit is provided at or before 4:30 p.m. (New York time) on such day) or the immediately following Business Day (if notice of a Margin Deficit is provided after 4:30 p.m. (New York time)) the Custodian shall notify Buyer and Seller that a Repo Event of Default has occurred, unless waived in writing by 100% of the Noteholders of each class of Notes. All previously delivered Additional Purchased Assets transferred or Margin Assets be applied to Buyer’s Account 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 deemed applied to be Purchased Assetsmore than one Asset Margin Deficit on any date.

Margin Deficit. In the event the Purchase Price of outstanding Transactions is greater than the sum of (ia) If on any date (I) the aggregate Market Value of the a Purchased Assets Asset (provided that with respect to excluding any Purchased Mortgage Loan, changes in the Market Value that are due to interest rate or credit spread movements) is less than the product of (A) the Margin Percentage times (B) the outstanding Purchase Price for purposes such Purchased Asset as of such computation will not exceed date (the outstanding principal balance of such Purchased Mortgage Loan) and (ii) cash or the aggregate Market Value of the Eligible Mortgage Loans (provided that with respect to any Eligible Mortgage Loanexcess, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Eligible Mortgage Loan) on deposit in the Buyer’s Account (if any, 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 (a “Margin Call”), Custodian shall so notify Seller by 4:30 p.m. on such Business Day. By no later than 5:00 p.m. on the date of any such notice(b) Upon Buyer making a Margin Call in accordance with this Agreement, Seller shall shall, within two (2) Business Days after notice of such Margin Call from Buyer, transfer cash to Seller’s Account Additional Purchased Assets and/or Cash such Buyer, so that, after transfer thereof by Buyer giving effect to such transfer, the Margin Deficit is cured or the Facility Debt Yield Test is satisfied, as applicable. (c) Buyer’s Accountelection not to deliver, or to forbear from delivering, a Margin Call at any time shall not waive or be deemed to waive the aggregate Market Value Margin Call or in any way limit, stop or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin Call exists. Buyer’s rights relating to Margin Calls under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Purchased Assets Repurchase Documents or Requirements of Law. (provided that d) A Margin Call may be made with respect to any a single Purchased Mortgage Loan, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Purchased Mortgage Loan), including Additional Asset or multiple Purchased Assets in Buyer’s sole and Cashabsolute 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, equals or exceeds 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 outstanding Transactions and any accrued and unpaid interest relating to the Price Differential thereonsuch Purchased Asset. If such Margin Deficit is not cured by the Repo Seller within the same Business Day (if notice of a Margin Deficit is provided at or before 4:30 p.m. (New York time) on such day) or the immediately following Business Day (if notice of a Margin Deficit is provided after 4:30 p.m. (New York time)) the Custodian shall notify Buyer and Seller that a Repo Event of Default has occurred, unless waived in writing by 100% of the Noteholders of each class of Notes. All Additional Purchased Assets transferred to Buyer’s Account shall be deemed to be Purchased Assets.-49- LEGAL02/38049601v7