Common use of Margin Maintenance Clause in Contracts

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset at any time and from time to time. Upon the occurrence and during the continuance of a Margin Deficit Event with respect to any Purchased Asset, Purchaser may, by written notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller to (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (b) If a Margin Call is given by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York time) on the same day. If a Margin Call is given by Purchaser under Article 4(a) on any Business Day after 10 a.m. (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) The failure or delay by Purchaser, on any one or more occasions, to exercise its rights under this Article 4 shall not change or alter the terms and conditions of this Agreement or limit or waive the right of Purchaser to do so at a later date or in any way create additional rights for Seller.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset If at any time and from time to time. Upon the occurrence and during aggregate outstanding amount of the continuance Purchase Price of the Note is greater than the related Asset Value (such excess, a “Margin Deficit Event with respect to any Purchased AssetDeficit”), Purchaser may, then the Administrative Agent may by written notice to Seller substantially require Seller to transfer to the Administrative Agent for the benefit of Buyer cash in an amount at least equal to the form of Exhibit VIII hereto Margin Deficit (such requirement, a “Margin Call”), require Seller to (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (b) If Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call is Call, any notice given by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. before 5:00 p.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same dayfollowing Business Day. If With respect to a Margin Call is Call, any notice given by Purchaser under Article 4(a) on any Business Day after 10 a.m. 5:00 p.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the immediately second (2nd) Business Day following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount date of such excess, notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) . The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit (provided that the Buyer shall pay interest thereon at the overnight federal funds rate), or (ii) may be applied by Buyer or the Administrative Agent on its behalf against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05.

Margin Maintenance. (a) Purchaser may, a. If at its option in its sole discretion, re-determine any time the Market Value for of any Purchased Asset Mortgage Loan subject to a Transaction is less than Buyer’s Margin Amount for such Transaction (a “Margin Deficit”), then Buyer may by notice to any Seller require Seller to transfer to Buyer cash in an amount at any time and from time least equal to time. Upon the occurrence and during the continuance of a Margin Deficit Event with respect to any Purchased Asset(such requirement, Purchaser may, by written notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller ) . b. Notice delivered pursuant to (iSection 6(a) make a cash payment in reduction of the Repurchase Price of such Purchased Asset may be given by any written or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with electronic means. With respect to such Purchased Asset. (b) If a Margin Call is in the amount of less than 5% of the Purchase Price for all Transactions (a “Low Percentage Margin Call”), any notice given by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. before 5:00 p.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same day. If a Margin Call is following Business Day; notice given by Purchaser under Article 4(a) on any Business Day after 10 a.m. 5:00 p.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the immediately second Business Day following the date of such notice. With respect to all Margin Calls other than Low Percentage Margin Calls, any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. (c) From . The foregoing time requirements for satisfaction of a Margin Call are referred to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) ). The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset If at any time and from time to time. Upon the occurrence and during aggregate outstanding amount of the continuance Purchase Price of the Note is greater than the Asset Value for the related Transaction (such excess, a “Margin Deficit Event with respect to any Purchased AssetDeficit”), Purchaser then Administrative Agent may, and, at the direction of all Buyers, shall, by written notice to Seller substantially require Seller to transfer to Administrative Agent cash in an amount at least equal to the form of Exhibit VIII hereto Margin Deficit (such requirement, a “Margin Call”), require Seller to (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (b) If Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call is Call, any notice given by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. before 5:00 p.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same dayfollowing Business Day. If With respect to a Margin Call is Call, any notice given by Purchaser under Article 4(a) on any Business Day after 10 a.m. 5:00 p.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the immediately second (2nd) Business Day following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount date of such excess, notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) . The failure or delay by Purchaserof Administrative Agent, on any one or more occasions, to exercise its the rights under this Article 4 of Buyers hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Administrative Agent to do so at a later date date. Seller, Buyers and Administrative Agent each agree that a failure or delay by Administrative Agent to exercise the rights of Buyers hereunder shall not limit or waive Administrative Agent’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Administrative Agent may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Administrative Agent against the related Margin Deficit or (ii) may be applied by Administrative Agent against the Purchase Price. Notwithstanding the foregoing, Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset If at any time and from time to time. Upon the occurrence and during aggregate outstanding amount of the continuance Purchase Price of the Note is greater than the related Margin Asset Value or the Maximum Purchase Price (such excess, a “Margin Deficit Event with respect to any Purchased AssetDeficit”), Purchaser may, then Buyer may by written notice to Seller substantially require Seller to transfer to Buyer cash in an amount at least equal to the form of Exhibit VIII hereto Margin Deficit (such requirement, a “Margin Call”), require Seller to (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (b) If Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call is Call, any notice given by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. before 5:00 p.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same dayfollowing Business Day. If With respect to a Margin Call is Call, any notice given by Purchaser under Article 4(a) on any Business Day after 10 a.m. 5:00 p.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the immediately second (2nd) Business Day following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount date of such excess, notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) . The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Bxxxx retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05.

Margin Maintenance. (a) Purchaser may, a. If at its option in its sole discretion, re-determine any time the Market Value for of any Purchased Asset Mortgage Loan subject to a Transaction is less than Buyer's Margin Amount for such Transaction (a "Margin Deficit"), then Buyer may by notice to any Seller require Sellers to transfer to Buyer cash in an amount at any time and from time least equal to time. Upon the occurrence and during the continuance of a Margin Deficit Event with respect to any Purchased Asset(such requirement, Purchaser may, by written notice to Seller substantially in the form of Exhibit VIII hereto (a “"Margin Call”"), require Seller to (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (bb. Notice delivered pursuant to Section 6(a) If a Margin Call is may be given by Purchaser under Article 4(a) on any Business Day at or prior to 10 written means. Any notice given before 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same day. If a Margin Call is such Business Day; notice given by Purchaser under Article 4(a) on any Business Day after 10 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets Day (the amount foregoing time requirements for satisfaction of such excess, a Margin Call are referred to as the “"Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) Deadlines"). The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer's rights under this Agreement or otherwise existing by law or in any way create additional rights for SellerSellers. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset a. If at any time and from time the outstanding Purchase Price of any Purchased Mortgage Loan subject to time. Upon a Transaction is greater than the occurrence and during Asset Value of such Purchased Mortgage Loan subject to a Transaction (a “Margin Deficit”), then Buyer may by notice to any Seller require Seller to transfer to Buyer cash in an amount at least equal to the continuance of a Margin Deficit Event with respect to any Purchased Asset(such requirement, Purchaser may, by written notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller . b. Notice delivered pursuant to (iSection 6(a) make a cash payment in reduction of the Repurchase Price of such Purchased Asset may be given by any written or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with electronic means. With respect to such Purchased Asset. (b) If a Margin Call is in the amount of less than 5% of the Purchase Price for all Transactions (a “Low Percentage Margin Call”), any notice given by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. before 5:00 p.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same day. If a Margin Call is following Business Day; notice given by Purchaser under Article 4(a) on any Business Day after 10 a.m. 5:00 p.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the immediately second Business Day following the date of such notice. With respect to all Margin Calls other than Low Percentage Margin Calls, any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. (c) From . The foregoing time requirements for satisfaction of a Margin Call are referred to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) ). The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

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

Margin Maintenance. a. If at any time the Market Value of the Purchased Assets subject to Transactions is less than the Buyer’s Margin Amount for all Transactions (a) Purchaser maya “Margin Deficit”), at its option then the Buyer may by notice to any Seller require the Sellers to transfer to the Buyer cash or Additional Purchased Assets, approved by the Buyer in its sole discretion, re-determine in all cases, in an amount at least equal to the Market Value for any Purchased Asset at any time and from time to time. Upon the occurrence and during the continuance of a Margin Deficit Event with respect to any Purchased Asset(such requirement, Purchaser may, by written notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller to (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (bb. Notice delivered pursuant to Section 6(a) If a Margin Call is may be given by Purchaser under Article 4(a) on any Business Day at or prior to 10 written means. Any notice given before 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same day. If a Margin Call is such Business Day; notice given by Purchaser under Article 4(a) on any Business Day after 10 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets Day (the amount foregoing time requirements for satisfaction of such excess, a Margin Call are referred to as the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) ). The failure or delay by Purchaserof the Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser the Buyer to do so at a later date date. The Sellers and the Buyer each agree that a failure or delay by the Buyer to exercise its rights hereunder shall not limit or waive the Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellerthe Sellers. c. In the event that a Margin Deficit exists, the Buyer may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) shall be held by the Buyer against the related Margin Deficit and (ii) may be applied by the Buyer against any Purchased Asset for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset If at any time and from time the aggregate outstanding amount of the Purchase Price of the Note is greater than the Margin Market Value or the Maximum Purchase Price for the related Transaction (such excess, a “Margin Deficit”), then Administrative Agent shall, unless waived by all Buyers, by notice to time. Upon Sellers require Sellers to transfer to Administrative Agent, for the occurrence and during benefit of Buyers, cash in an amount at least equal to the continuance of a Margin Deficit Event with respect to any Purchased Asset(such requirement, Purchaser may, by written notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller to (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (b) If Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call is Call, any notice given by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. before 5:00 p.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same dayfollowing Business Day. If With respect to a Margin Call is Call, any notice given by Purchaser under Article 4(a) on any Business Day after 10 a.m. 5:00 p.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the immediately second (2nd) Business Day following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount date of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) notice. The failure or delay by Purchaserof Administrative Agent, on any one or more occasions, to exercise its the rights under this Article 4 of Buyers hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Administrative Agent to do so at a later date date. Seller Parties, Administrative Agent and each of the Buyers each agree that a failure or delay by Administrative Agent to exercise the rights of Buyers hereunder shall not limit or waive Administrative Agent’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellerthe Sellers. (c) In the event that a Margin Deficit exists, Administrative Agent may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) may be held by Administrative Agent, for the benefit of Buyers, against the related Margin Deficit or (ii) may be applied by Administrative Agent against the Purchase Price. Notwithstanding the foregoing, Administrative Agent retains the right, in its sole discretion (unless otherwise subject to a right of waiver by all Buyers under this Section 2.05), to make a Margin Call in accordance with the provisions of this Section 2.05.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset a. If at any time and from time the aggregate outstanding Purchase Price of the Mortgage Loans subject to time. Upon Transactions hereunder is greater than the occurrence and during the continuance aggregate Minimum Maintenance Amount of all Mortgage Loans subject to Transaction hereunder (a “Margin Deficit”) such Margin Deficit Event with respect to any Purchased Assetis greater than the Margin Threshold, Purchaser may, then Buyer may by written notice to Seller substantially Sellers require Sellers to, at the option of Sellers, either (1) transfer to Buyer cash, or (2) deposit cash into the Margin Account, in each case, in an amount at least equal to the form of Exhibit VIII hereto Margin Deficit (such requirement, a “Margin Call”). If Sellers elect to deposit such cash into the Margin Account to cure a Margin Deficit, require Seller thereafter, upon four (4) Business Days written notice to (i) make a Buyer and the Calculation and Paying Agent, Sellers shall have the option to designate all or any portion of such cash payment in reduction to be applied to reduce the Purchase Price of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Assetaffected Mortgage Loan(s). (b) If a Margin Call is b. Notice delivered pursuant to Section 6.a above may be given by Purchaser under Article 4(a) on any Business Day at written or prior to 10 electronic means. Any notice given before 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same day. If a Margin Call is such Business Day; notice given by Purchaser under Article 4(a) on any Business Day after 10 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets Day (the amount foregoing time requirements for satisfaction of such excess, a Margin Call are referred to as the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) ). The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. c. In the event that a Margin Deficit exists with respect to the Mortgage Loans, Buyer may retain any funds received by it to which Sellers would otherwise be entitled hereunder, which funds (i) shall be held by Buyer in the Margin Account against the related Margin Deficit and (ii) may be applied by Buyer against the Purchase Price of the Mortgage Loans for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of Section 6.a.

Margin Maintenance. a. If at any time the outstanding Purchase Price of any Purchased Mortgage Loan or allocated to any Contributed Asset underlying a REO Subsidiary Interest subject to a Transaction is greater than the Asset Value of such Purchased Mortgage Loan or Contributed Asset underlying a REO Subsidiary Interest subject to a Transaction (a) Purchaser maya “Margin Deficit”), then Administrative Agent may by notice to Sellers require Sellers to transfer to Administrative Agent for the benefit of Buyers cash in an amount at its option least equal to the Margin Deficit subject to or related to a Transaction or solely with the consent of Administrative Agent in its sole discretion, re-determine the Market additional Mortgage Loans or Contributed Assets with an Asset Value for any Purchased Asset at any time and from time equal to time. Upon the occurrence and during the continuance of a such Margin Deficit Event with respect to any Purchased Asset(such requirement, Purchaser may, by written notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller . b. Notice delivered pursuant to (iSection 6(a) make a cash payment in reduction of the Repurchase Price of such Purchased Asset may be given by any written or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with electronic means. With respect to such Purchased Asset. (b) If a Margin Call is in the amount of less than 5% of the Purchase Price for all Transactions (a “Low Percentage Margin Call”), any notice given by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. before 5:00 p.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same day. If a Margin Call is following Business Day; notice given by Purchaser under Article 4(a) on any Business Day after 10 a.m. 5:00 p.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the immediately second Business Day following the date of such notice. With respect to all Margin Calls other than Low Percentage Margin Calls, any notice given before 1:00 p.m. (New York City time) on a Business Day. (c) From time to timeDay shall be met, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure and the related Margin Deficits pursuant to Article 4(aCall satisfied, no later than 5:00 p.m. (New York City time) minus on such Business Day; notice given after 1:00 p.m. (New York City time) on a Business Day shall be met, and the aggregate amount of related Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and Call satisfied, no later than 5:00 p.m. (iiiNew York City time) on the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets following Business Day (the amount foregoing time requirements for satisfaction of such excess, a Margin Call are referred to as the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) ). The failure or delay by Purchaserof Administrative Agent, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Administrative Agent to do so at a later date date. Each Seller and Administrative Agent each agree that a failure or delay by Administrative Agent to exercise its rights hereunder shall not limit or waive Administrative Agent’s or Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for a Seller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan or Contributed Asset, Administrative Agent may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) shall be held by Administrative Agent against the related Margin Deficit for a Purchased Mortgage Loan or Contributed Asset and (ii) will be applied by Administrative Agent against the Allocated Repurchase Price related to such Purchased Mortgage Loan or Contributed Asset for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6. d. In the event that Sellers reasonably believe that the Asset Value of all Purchased Assets exceeds the aggregate Purchase Price of all Purchased Assets by more than $3,000,000, Sellers may request that Administrative Agent on behalf of Buyers remit additional Purchase Price with respect to specific Purchased Assets to be identified by Sellers to Administrative Agent, and Administrative Agent will consider such request; provided that Administrative Agent will make such determination in its sole discretion. Any additional Purchase Price remitted by Administrative Agent on behalf of Buyers to Sellers hereunder (and in the case of Contributed Assets, Purchase Price Increase) shall be added to the Purchase Price for the applicable Purchased Assets. For the avoidance of doubt, Administrative Agent shall have no obligation to advance additional Purchase Price hereunder, and Administrative Agent’s agreement on behalf of Buyers to do so in any instance, shall not be deemed as Administrative Agent’s agreement to do so in the future.

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

Margin Maintenance. On a monthly basis, on the first Business Day of each month beginning on September 1, 2009 (a) Purchaser mayeach such date, at its option in its sole discretiona “Valuation Test Date”), re-Buyer will determine the Market Collateral Value for of each Transaction Asset. If on any Purchased Asset at any time and from time to time. Upon Valuation Test Date, the occurrence and during LTCV exceeds 1.15 times the continuance of a Margin Deficit Event with respect to any Purchased Asset, Purchaser may, by written notice to Seller substantially in the form of Exhibit VIII hereto Initial LTCV (a “Margin CallValuation Test Failure”), require Seller to Sellers shall, within five (i5) Business Days following such Valuation Test Date, make a cash payment prepayment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the PurchaserTransaction Asset, deliver additional Eligible Assets to Purchaser, in each case, so such that after giving effect to such payment prepayment, the LTCV, as re-determined by Buyer, shall not exceed 1.15 times the Initial LTCV. All prepayments in reduction of such Repurchase Price shall be applied by Buyer in its sole discretion. If Sellers are not able to cure a Valuation Test Failure within five (5) Business Days after the applicable Valuation Test Date, then Sellers shall cooperate with Buyer to select one or deliverymore Transactions Assets to liquidate and will use commercially reasonable efforts, no Margin Deficit taking into account the rights and interests of Buyer, to expeditiously commence the liquidation process for same. If the Valuation Test Failure is not cured within 60 days from the initial failure, an Event of Default will occur; provided that if Sellers provide Buyer with a copy of an executed asset sale or refinancing agreement, acceptable to Buyer in its sole discretion, prior to the end of such 60-day period in respect of the selected Transaction Assets, Buyer may, at its option, grant a one-time 15-day extension to cure such Valuation Test Failure (such 60-day period and any 15-day extension, a “Valuation Test Period”). Notwithstanding the above, in the event that a Transaction Asset becomes a Defaulted Collateral Asset, a Valuation Test will be performed at that time, and the provisions of this Section 3.04 shall exist with respect to such Purchased Assetapply.” (k) Section 3.05 of the Existing Repurchase Agreement is hereby amended by deleting subsection (b) If a Margin Call is given by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York time) on the same day. If a Margin Call is given by Purchaser under Article 4(a) on any Business Day after 10 a.m. (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole entirety and absolute discretion, consider a request from Seller to transfer cash to Seller inserting in an amount up to such Margin Excess, but not exceeding lieu thereof the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) The failure or delay by Purchaser, on any one or more occasions, to exercise its rights under this Article 4 shall not change or alter the terms and conditions of this Agreement or limit or waive the right of Purchaser to do so at a later date or in any way create additional rights for Seller.following:

Margin Maintenance. Beginning with September 1, 2009, and on the first Business Day of each calendar month thereafter (a) Purchaser mayeach such date, at its option in its sole discretiona “Valuation Test Date”), re-Loan Buyer will determine the Market Collateral Value for of each Purchased Loan. If on any Purchased Asset at any time and from time to time. Upon Valuation Test Date, the occurrence and during LTCV exceeds 1.15 times the continuance of a Margin Deficit Event with respect to any Purchased Asset, Purchaser may, by written notice to Seller substantially in the form of Exhibit VIII hereto Initial LTCV (a “Margin CallValuation Test Failure”), require Seller to shall, within five (i5) Business Days following such Valuation Test Date, make a cash payment prepayment in reduction of the Repurchase Price of Price, such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (b) If a Margin Call is given by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. (New York time)prepayment, the LTCV, as re-determined by Loan Buyer, shall not exceed 1.15 times the Initial LTCV. All prepayments in reduction of Repurchase Price shall be applied by Loan Buyer in its sole discretion. If Seller is not able to cure a Valuation Test Failure within five (5) Business Days after the applicable Valuation Test Date, then Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York time) on the same day. If a Margin Call is given by Purchaser under Article 4(a) on any Business Day after 10 a.m. (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York time) on the immediately following Business Day. (c) From time cooperate with Loan Buyer to time, if (i) the Market Value of select one or more Purchased Assets has been reduced solely as Loans to liquidate and will use its commercially reasonable efforts, taking into account the rights and interests of Loan Buyer, to expeditiously commence the liquidation process for same. If the Valuation Test Failure is not cured within 60 days from the initial failure, an Event of Default will occur; provided that if Seller provides Loan Buyer with a result copy of market fluctuationsan executed asset sale or refinancing agreement, (ii) the aggregate amount of cash payments made by Seller acceptable to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, Loan Buyer in its sole and absolute discretion, consider prior to the end of such 60-day period in respect of the selected Purchased Loans, Loan Buyer may, at its option, grant a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset one-time 15-day extension to cure Margin Deficits resulting from market fluctuationssuch Valuation Test Failure (such 60-day period and any 15-day extension, a “Valuation Test Period”). Notwithstanding the above, in the event that a Purchased Loan becomes a Defaulted Purchased Loan, a Valuation Test will be performed at that time, and the provisions of this Section 4 shall apply. (dx) The failure or delay by Purchaser, on any one or more occasions, to exercise Section 5(c) of the Existing Repurchase Agreement is hereby deleted in its rights under this Article 4 shall not change or alter entirety and replaced with the terms and conditions of this Agreement or limit or waive the right of Purchaser to do so at a later date or in any way create additional rights for Seller.following:

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset If at any time and from time to time. Upon the occurrence and during aggregate outstanding amount of the continuance Purchase Price of the Note is greater than the related Asset Value or the Maximum Purchase Price (such excess, a “Margin Deficit Event with respect to any Purchased AssetDeficit”) by $250,000 or more, Purchaser may, then Buyer may by written notice to Seller substantially require Seller to transfer to Buyer cash in an amount at least equal to the form of Exhibit VIII hereto Margin Deficit (such requirement, a “Margin Call”), require Seller to (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (b) If Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call is Call, any notice given by Purchaser under Article 4(a) on any Business Day at or prior to 10 before 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 4:00 p.m. (New York City time) on the same dayfollowing Business Day. If With respect to a Margin Call is Call, any notice given by Purchaser under Article 4(a) on any Business Day after 10 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 3:00 p.m. (New York City time) on the immediately second (2nd) Business Day following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount date of such excess, notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) . The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Bxxxx retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05.

Margin Maintenance. (a) Purchaser may, a. If at its option in its sole discretion, re-determine any time the Market Value for outstanding Purchase Price allocated to any Purchased Asset at any time and from time or Contributed REO Property subject to time. Upon a Transaction is greater than the occurrence and during the continuance of Asset Value allocated to such Purchased Asset or Contributed REO Property subject to a Transaction (a “Margin Deficit Event with respect to any Purchased AssetDeficit”), Purchaser may, then Administrative Agent may by written notice to Seller substantially require Seller to transfer to Administrative Agent for the benefit of Buyers cash in an amount at least equal to the form of Exhibit VIII hereto Margin Deficit (such requirement, a “Margin Call”), require Seller to (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (bb. Notice delivered pursuant to Section 6(a) If a Margin Call is above may be given by Purchaser under Article 4(a) on any Business Day at written or prior to 10 electronic means. Any notice given before 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same day. If a Margin Call is such Business Day; notice given by Purchaser under Article 4(a) on any Business Day after 10 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets Day (the amount foregoing time requirements for satisfaction of such excess, a Margin Call are referred to as the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) ). The failure or delay by Purchaserof Administrative Agent, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Administrative Agent to do so at a later date date. Seller and Administrative Agent each agree that a failure or delay by Administrative Agent to exercise its rights hereunder shall not limit or waive Administrative Agent’s or Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. c. In the event that a Margin Deficit exists with respect to any Purchased Asset or Contributed REO Property, Administrative Agent may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) shall be held by Administrative Agent against the related Margin Deficit for a Purchased Asset or Contributed REO Property and (ii) may be applied by Administrative Agent against the Allocated Repurchase Price related to such Purchased Asset or Contributed REO Property for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. (a) Purchaser may, a. If at its option in its sole discretion, re-determine any time the Market Value for outstanding Purchase Price allocated to any Purchased Asset at any time and from time or Contributed REO Property subject to time. Upon a Transaction is greater than the occurrence and during the continuance Asset Value of such Purchased Asset or Contributed REO Property subject to a Transaction (a “Margin Deficit Event with respect to any Purchased AssetDeficit”), Purchaser may, then Administrative Agent may by written notice to Seller substantially require Seller to transfer to Administrative Agent (on behalf of Buyers) cash in an amount at least equal to the form of Exhibit VIII hereto Margin Deficit (such requirement, a “Margin Call”), require Seller to (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (b) If a Margin Call is b. Notice delivered pursuant to Section 6.a above may be given by Purchaser under Article 4(a) on any Business Day at written or prior to 10 a.m. (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 electronic means. Any notice given before 1:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:45 p.m. (New York City time) on such Business Day; notice given after 1:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:45 p.m. (New York City time) on the same day. If following Business Day (the foregoing time requirements for satisfaction of a Margin Call is given by Purchaser under Article 4(a) on any Business Day after 10 a.m. (New York time), the Seller shall cure the related Margin Deficit are referred to as provided in Article 4(a) no later than 5:00 p.m. (New York time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000), then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) The failure or delay by Purchaserof Administrative Agent (on behalf of Buyers), on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser to Administrative Agent (on behalf of Buyers)to do so at a later date date. Seller and Administrative Agent each agree that a failure or delay by Administrative Agent (on behalf of Buyers) to exercise its rights hereunder shall not limit or waive Administrative Agent’s (on behalf of Buyers) rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. c. In the event that a Margin Deficit exists with respect to any Purchased Asset or Contributed REO Property, Administrative Agent (on behalf of Buyers) may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) shall be held by Administrative Agent (on behalf of Buyers) against the related Margin Deficit, and (ii) may be applied by Administrative Agent (on behalf of Buyers) against the Repurchase Price of any Purchased Asset or Contributed REO Property for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Administrative Agent (on behalf of Buyers) retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset a. If at any time the outstanding Purchase Price of any Purchased Certificate or Contributed Asset subject to a Transaction is greater than the Asset Value of such Purchased Certificate or Contributed Asset subject to a Transaction (a “Margin Deficit”) and from time to time. Upon the occurrence and during the continuance of a such Margin Deficit Event with respect is greater than the Margin Threshold, then Buyer may by notice to any Purchased AssetSeller require such Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, Purchaser may, by written notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller such amount to (i) make a cash payment in reduction be applied to reduce the Purchase Price of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaseraffected Contributed Asset, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Assetas applicable. (b) If a Margin Call is b. Notice delivered pursuant to Section 6.a above may be given by Purchaser under Article 4(a) on any Business Day at written or prior to 10 electronic means. Any notice given before 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 2:00 p.m. (New York City time) on the same day. If following Business Day (the foregoing time requirements for satisfaction of a Margin Call is given by Purchaser under Article 4(a) on any Business Day after 10 a.m. (New York time), the Seller shall cure the related Margin Deficit are referred to as provided in Article 4(a) no later than 5:00 p.m. (New York time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) ). The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for each Seller. c. In the event that a Margin Deficit exists with respect to any Purchased Certificate or Contributed Asset, Buyer may retain any funds received by it to which each Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against the Purchase Price of any Purchased Certificate or Contributed Asset for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. (a) Upon the occurrence and continuation of a Credit Event with respect to any Purchased Asset or Contributed Swingline Loan, Purchaser may, at its option in its sole discretiondiscretion exercised in good-faith, re-determine the Market Value for any such Purchased Asset at or Contributed Swingline Loan. At any time and from time to time. Upon the occurrence and during the continuance of that a Margin Deficit Event with respect to any Purchased AssetAsset or Contributed Swingline Loan exceeds an amount equal to the lesser of (i) $500,000 or (ii) two percent (2%) of the Purchase Price of such Purchased Asset or Contributed Swingline Loan, Purchaser may, by may deliver written notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin CallCall Notice”). (b) No later than 10:00 a.m. (New York City time) on the second (2nd) Business Day following receipt of such Margin Call Notice, require Seller to shall (iat Seller’s election) make a cash payment in reduction utilize one of any combination of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each casefollowing, so that after giving effect to such payment or deliveryrepurchase, no Margin Deficit shall exist with respect to such Purchased Asset. be outstanding: (bA) If make a Margin Call is given by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. (New York time), payment in reduction of the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York time) on the same day. If a Margin Call is given by Purchaser under Article 4(a) on any Business Day after 10 a.m. (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value Purchase Prices of one or more Purchased Assets has been reduced solely as a result or Contributed Swingline Loan; or (B) repurchase one of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure more Purchased Assets or repay the related Margin Deficits Swingline Advance Amount pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations3(d). (dc) The failure or delay by PurchaserPurchaser or Seller, on any one or more occasions, to exercise its rights under this Article 4 shall not (i) change or alter the terms and conditions of this Agreement or Agreement, (ii) limit or waive the right of Purchaser or Seller to do so exercise its rights under this Agreement at a later date or (iii) in any way create additional rights for Sellerany party hereto.

Margin Maintenance. (a) Purchaser may, at its option Agent shall determine the Market Value of the Purchased Assets on a daily basis in its sole discretion, re-determine exercised in good faith. (b) If, as of any date of determination, the amount equal to (A) the sum of, for each Purchased Asset (other than the REO Asset), the lesser of (i) 100% of the aggregate Principal Balance of such Purchased Asset as of such date of determination, and (ii) the applicable Purchase Price Percentage multiplied by the Market Value for any of such Purchased Asset at any time and from time to time. Upon as of such date of determination, plus (B) for the occurrence and during the continuance of a Margin Deficit Event with respect to any Purchased REO Asset, Purchaser the product of the applicable Purchase Price Percentage multiplied by the Market Value of the REO Asset plus, (C) all amounts on then on deposit in the Collection Account is less than the aggregate Repurchase Price (excluding amounts attributable to clauses (ii)–(iv) of the definition thereof) for all outstanding Transactions (a “Margin Deficit”), then Agent may, by written notice to Seller substantially in the form of Exhibit VIII hereto (as such notice is more particularly set forth below, a “Margin Call”), require Seller to transfer cash into the Collection Account or, at Agent’s option (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver and provided Seller has additional Eligible Assets Mortgage Loans), additional Eligible Mortgage Loans to Purchaser, in each case, so Custodian (“Additional Purchased Mortgage Loans”) to cure the Margin Deficit; provided that after giving effect to such payment or delivery, no Margin Deficit Agent shall exist with respect to such Purchased Asset. (b) If not provide notice of a Margin Call is given by Purchaser under Article 4(ato Seller until the Margin Deficit equals or exceeds $500,000. If Agent delivers a Margin Call to Seller on or prior to 11:00 a.m. (New York City time) on any Business Day at or prior to 10 a.m. (New York time)Day, the then Seller shall cure transfer cash or Additional Purchased Mortgage Loans to Agent (or its designee) for the related Margin Deficit as provided in Article 4(a) benefit of Purchasers no later than 5:00 p.m. (New York City time) on the same dayBusiness Day. If In the event Agent delivers a Margin Call is given by Purchaser under Article 4(ato Seller after 11:00 a.m. (New York City time) on any Business Day after 10 a.m. Day, Seller shall be required to transfer cash or Additional Purchased Mortgage Loans to Agent (or its designee) for the benefit of Purchasers no later than 12:00 noon (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York City time) on the immediately following next succeeding Business Day. (c) From time Any cash transferred to time, if (i) Agent for the Market Value benefit of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits Purchasers pursuant to Article 4(aSection ‎16(f)(ii)(B) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds herein shall reduce the Repurchase Price for such Purchased Assets (of the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuationsrelated Transactions. (d) The failure or delay by Purchaserof Agent, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of this Agreement or limit or waive the right of Purchaser Agent to do so exercise any such rights at a later date date. Seller and Agent agree that a failure or delay by Agent to exercise its rights hereunder shall not limit or waive Agent’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) For the avoidance of doubt, it is hereby understood and agreed that Seller shall be responsible for satisfying any Margin Deficit existing as a result of any reduction of the Principal Balance of any Purchased Asset pursuant to any action by any bankruptcy court.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-Agent shall determine the Market Value of the Purchased Assets on a daily basis as determined by Agent in its sole discretion on exercising good faith. (b) If, as of any date of determination, the lesser of (a) 100% of the Principal Balance of all Purchased Assets then subject to all Transactions and (b) the aggregate Market Value of all related Purchased Assets subject to all Transactions, taking into account the cash then on deposit in the Collection Account, multiplied by the applicable Purchase Price Percentage is less than the Repurchase Price (excluding accrued Price Differential) for any Purchased Asset at any time and from time to time. Upon the occurrence and during the continuance of all such Transactions (a “Margin Deficit Event with respect to any Purchased AssetDeficit”), Purchaser then Agent may, by written notice to Seller substantially in the form of Exhibit VIII hereto RMS (as such notice is more particularly set forth below, a “Margin Call”), require Seller RMS to transfer to the Purchaser or Purchaser’s designee cash or, at Purchaser’s option (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver and provided RMS has additional Eligible Assets Mortgage Loans), additional Eligible Mortgage Loans to Purchaser, in each case, so Purchaser (“Additional Purchased Mortgage Loans”) to cure the Margin Deficit; provided that after giving effect to such payment or delivery, no Margin Deficit Purchaser shall exist with respect to such Purchased Asset. (b) If not provide notice of a Margin Call is given by Purchaser under Article 4(ato RMS until the Margin Deficit equals or exceeds $500,000. If the Agent delivers a Margin Call to RMS on or prior to 11:00 a.m. (New York City time) on any Business Day at Day, then RMS shall transfer cash or prior Additional Purchased Mortgage Loans to 10 a.m. (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) Purchaser or Purchaser’s designee no later than 5:00 p.m. (New York City time) on the same dayBusiness Day. If In the event the Agent delivers a Margin Call is given by Purchaser under Article 4(ato RMS after 11:00 a.m. (New York City time) on any Business Day after 10 a.m. Day, RMS shall be required to transfer cash or Additional Purchased Mortgage Loans to the Purchaser or Purchaser’s designee no later than 12:00 noon (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York City time) on the immediately following next succeeding Business Day. (c) From time Any cash transferred to time, if (i) the Market Value of one Purchaser or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits Purchaser’s designee pursuant to Article 4(aSection 16(f)(ii)(B) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds herein shall reduce the Repurchase Price for such Purchased Assets (of the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuationsrelated Transactions. (d) The failure or delay by of Purchaser, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of this Agreement or limit or waive the right of Purchaser to do so at a later date date. Seller and the Purchaser agree that a failure or delay by Purchaser to exercise its rights hereunder shall not limit or waive Purchaser’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) For the avoidance of doubt, it is hereby understood and agreed that RMS shall be responsible for satisfying any Margin Deficit existing as a result of any reduction of the Principal Balance of any Purchased Asset pursuant to any action by any bankruptcy court.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset If at any time (A) either (i) the aggregate Market Value of all Purchased Assets subject to all Transactions is less than the aggregate MV Margin Amount for all such Transactions, or (ii) the aggregate unpaid principal balance of the Purchased Assets subject to all Transactions is less than the aggregate Par Margin Amount for all such Transactions (either such event, a “Margin Deficit”), and from time to time. Upon the occurrence and during the continuance of a (B) such Margin Deficit Event with respect to any Purchased Assetequals or exceeds the Margin Threshold on an aggregate basis, Purchaser then Buyer may, by written notice to Seller substantially Sellers, require Sellers in such Transactions to transfer to Buyer cash within the form time period specified in Section 6(c) below, so that both (A) the cash and aggregate Market Value of Exhibit VIII hereto the Purchased Assets will thereupon equal or exceed such aggregate MV Margin Amount and (B) the cash and aggregate unpaid principal balance of such Purchased Assets, will thereupon equal or exceed such aggregate Par Margin Amount (either such requirement, a “Margin Call”), require Seller to (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (b) If a Margin Call is [***] (c) Notice required pursuant to Section 6(a) may be given by Purchaser under Article 4(a) any means provided in Section 21 hereof. Any notice given on any a Business Day at on or prior to 10 9:30 a.m. (New York City time)) shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(aCall satisfied, no later than 5:00 p.m. New York City time on the next Business Day. Any notice given on a Business Day following 9:30 a.m. (New York City time) shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the same day. If a Margin Call is given by Purchaser under Article 4(a) on any second Business Day after 10 a.m. (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) notice. The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 Section 6, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for SellerSellers. Notwithstanding anything contained herein to the contrary Buyer shall have no obligation to enter into any Transaction at any time a Margin Call is outstanding and has not been cured by Sellers (not taking into account the period provided in this subsection (b) for Seller to satisfy any Margin Call).

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-Agent shall determine the Market Value of the Purchased Assets on a daily basis as determined by Agent in its sole good faith discretion. (b) If, as of any date of determination, the product of (i) the lesser of (x) 100% of the unpaid principal balance as of such date of all Purchased Assets then subject to all Transactions and (y) the aggregate Market Value of all Purchased Assets then subject to all Transactions, taking into account the cash then on deposit in the Collection Accounts, multiplied by (ii) the applicable Purchase Price Percentage is less than the Repurchase Price (less the related Price Differential) for any Purchased Asset at any time and from time to time. Upon the occurrence and during the continuance of all such Transactions (a “Margin Deficit Event with respect to any Purchased AssetDeficit”), Purchaser then Agent may, by written notice to the Seller substantially in the form of Exhibit VIII hereto (as such notice is more particularly set forth below, a “Margin Call”), require Seller to (i) make a transfer to the related Purchaser or the related Purchaser’s designee cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) or, at the related Purchaser’s option of the Purchaser, deliver (and provided Seller has additional Eligible Assets Mortgage Loans), additional Eligible Mortgage Loans to Purchaser, in each case, so that after giving effect the related Purchaser (“Additional Purchased Mortgage Loans”) to such payment or delivery, no cure the Margin Deficit shall exist with respect to such Purchased Asset. (b) Deficit. If the Agent delivers a Margin Call is given by Purchaser under Article 4(ato the Seller on or prior to 11:00 a.m. (New York City time) on any Business Day at or prior to 10 a.m. (New York time)Day, then the Seller shall cure transfer cash or Additional Purchased Mortgage Loans to the related Margin Deficit as provided in Article 4(a) Purchaser or its designee no later than (i) 5:00 p.m. (New York City time) on the same dayBusiness Day. If In the event the Agent delivers a Margin Call is given by Purchaser under Article 4(ato Seller after 11:00 a.m. (New York City time) on any Business Day after 10 a.m. (New York time)Day, the Seller shall cure the related Margin Deficit as provided in Article 4(a) be required to transfer cash or Additional Purchased Mortgage Loans no later than 5:00 (i) 12:00 p.m. (New York City time) on the immediately following next succeeding Business Day. (c) From time Any cash transferred to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits Purchaser or its designee pursuant to Article 4(aSection 16(f)(ii) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds herein shall reduce the Repurchase Price for such Purchased Assets (of the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuationsrelated Transactions. (d) The failure or delay by Purchaserof Purchasers, on any one or more occasions, to exercise its their rights under this Article 4 hereunder, shall not change or alter the terms and conditions of this Agreement or limit or waive the right of Purchaser the Purchasers to do so at a later date date. Seller and Purchasers each agree that a failure or delay by a Purchaser to exercise its rights hereunder shall not limit or waive the related Purchaser’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) For the avoidance of doubt, it is hereby understood and agreed that Seller shall be responsible for satisfying any Margin Deficit existing as a result of any cram down of the unpaid principal balance of any Purchased Asset pursuant to any action by any bankruptcy court.

Margin Maintenance. (a) Purchaser may, at its option in its sole and absolute discretion, re-determine the Market Value for any Purchased Asset at any time and from time to timein accordance with the definition of Market Value. Upon the occurrence and during the continuance of If there exists a Margin Deficit Event with respect to any Purchased Asset, Purchaser may, by written notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller to (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at or, to the option of the Purchaserextent approved by Purchaser in its sole and absolute discretion, to deliver additional Eligible Assets other assets to Purchaser, in each case, Purchaser so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (b) If a Margin Call is given by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. 12:00 noon (New York City time), the Seller shall cure the related Margin Deficit (which may be by repurchasing the related Purchased Asset in accordance with Article 3(d)) as provided in Article 4(a) by no later than 5:00 p.m. (New York City time) on the same daynext Business Day. If For the avoidance of doubt, if a Margin Call is given by Purchaser under Article 4(a) on any Business Day after 10 a.m. (New York time)the time set forth above, the Seller such Margin Call shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York time) be considered given prior to such time on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) The failure or delay by Purchaser, on any one or more occasions, to exercise its rights under this Article 4 shall not change or alter the terms and conditions of this Agreement or limit or waive the right of Purchaser to do so at a later date or in any way create additional rights for Seller.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-Agent shall determine the Market Value for any of the Purchased Asset Assets at any time and from time as determined by Agent in its sole, good faith discretion. Agent shall have the right to time. Upon mark to market the occurrence and during Purchased Assets on a daily basis in connection with which the continuance of a Margin Deficit Event Market Value with respect to one or more of the Purchased Assets may be determined to be zero in accordance with the terms herein. (b) If, as of any date of determination, the lesser of (i) 100% of the Principal Balance of the Purchased AssetMortgage Loans and face amount of the Takeout MBS and (ii) the aggregate Market Value of all Purchased Assets then subject to all Transactions, Purchaser taking into account the cash then on deposit in the Collection Account, multiplied by the applicable Purchase Price Percentage is less than the Repurchase Price for all such Transactions by more than $[***] (a “Margin Deficit”), then Agent may, by written notice to the Seller substantially in the form of Exhibit VIII hereto (as such notice is more particularly set forth below, a “Margin Call”), require Seller to transfer to Purchaser or its designee cash or, at Purchaser’s option (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver and provided Seller has additional Eligible Assets Mortgage Loans), additional Eligible Mortgage Loans to Purchaser, in each case, so that after giving effect Purchaser (“Additional Purchased Mortgage Loans”) to such payment or delivery, no cure the Margin Deficit shall exist with respect to such Purchased Asset. (b) Deficit. If the Agent delivers a Margin Call is given by Purchaser under Article 4(ato the Seller on or prior to 11:00 a.m. (New York City time) on any Business Day at or prior to 10 a.m. (New York time)Day, then the Seller shall cure the related Margin Deficit as provided in Article 4(a) transfer cash or Additional Purchased Mortgage Loans to Purchaser or its designee no later than 5:00 p.m. (New York City time) on the same dayBusiness Day. If In the event the Agent delivers a Margin Call is given by Purchaser under Article 4(ato Seller after 11:00 a.m. (New York City time) on any Business Day after 10 a.m. Day, Seller shall be required to transfer cash or Additional Purchased Mortgage Loans no later than 12:00 noon (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York City time) on the immediately following next succeeding Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of Any cash payments made by Seller transferred to Purchaser to cure the related Margin Deficits or its designee pursuant to Article 4(aSection 17(f) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds herein shall reduce the Repurchase Price for such Purchased Assets (of the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuationsrelated Transactions. (d) The failure or delay by of Purchaser, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of this Agreement or limit or waive the right of the Purchaser to do so at a later date date. Seller and Purchaser each agree that a failure or delay by a Purchaser to exercise its rights hereunder shall not limit or waive Purchaser’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) For the avoidance of doubt, it is hereby understood and agreed that Seller shall be responsible for satisfying any Margin Deficit existing as a result of any reduction of the Principal Balance of any Purchased Mortgage Loan pursuant to any action by any bankruptcy court.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset a. If at any time and from time the outstanding Purchase Price of any Purchased Mortgage Loan subject to time. Upon a Transaction is greater than the occurrence and during Asset Value of such Purchased Mortgage Loan subject to a Transaction (a “Margin Deficit”), then Administrative Agent may by notice to Sellers require Sellers to transfer to Administrative Agent for the continuance benefit of a Buyers cash in an amount at least equal to the Margin Deficit Event with respect to any Purchased Asset(such requirement, Purchaser may, by written notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller as more fully provided in Section 6(b) immediately below. LEGAL02/41216309v6 b. Notice delivered pursuant to (iSection 6(a) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (b) If a Margin Call is may be given by Purchaser under Article 4(a) on any Business Day at or prior to 10 written means. Except as provided below, any notice given before 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same day. If a Margin Call is such Business Day; notice given by Purchaser under Article 4(a) on any Business Day after 10 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the immediately following Business Day. Day (c) From the foregoing time requirements for satisfaction of a Margin Call are referred to timeas the “Margin Deadlines”). Notwithstanding the foregoing, if (i) in the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuationsevent that the applicable Margin Deficit is greater than [***], (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts Deadline set forth above shall apply with respect to such Purchased Assets exceeds $3,000,000 [***] and (iii) the balance of the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets Deficit (i.e., the amount thereof in excess of such excess, [***]) shall be satisfied by no later than 5:00 pm (New York City time) on the “third (3rd) Business Day following the date of the Margin Excess”) by an amount Call; provided that no Event of not less than $3,000,000, then Purchaser may, in its sole Default has occurred and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) is continuing. The failure or delay by Purchaserof Administrative Agent, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Administrative Agent to do so at a later date date. Sellers and Administrative Agent each agree that a failure or delay by Administrative Agent to exercise its rights hereunder shall not limit or waive Administrative Agent’s or Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for SellerSellers. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Administrative Agent may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) shall be held by Administrative Agent against the related Margin Deficit and (ii) may be applied by Administrative Agent against any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Administrative Agent shall give Sellers written notice of any funds so retained and/or applied by Administrative Agent. Notwithstanding the foregoing, the Administrative Agent retains the right, in its sole good faith discretion, to make a Margin Call in accordance with the provisions of this Section 6. d. If at any time the Asset Value of the aggregate of all Purchased Mortgage Loans subject to a Transaction hereunder as of any date of determination is greater than the aggregate Purchase Price of all Purchased Mortgage Loans subject to a Transaction hereunder as of such date (a “Margin Excess”), then Sellers may, by delivery of written notice to Administrative Agent by 10:00 a.m. (New York Time) on any Business Day (an “Excess Margin Notice”), require Administrative Agent either to (i) remit additional Purchase Price in an amount equal to the lesser of (x) such Margin Excess and (y) the amount requested by Sellers or (ii) reallocate the Purchase Price to Purchased Mortgage Loans with Margin Excess in order to release Purchased Mortgage Loans which, following such reallocation, will have a Purchase Price of zero (0). Administrative Agent shall not be obligated to remit Margin Excess or release Purchased Mortgage Loans pursuant to clause (i) or (ii) above to the extent (A) it would cause the outstanding Purchase Price to exceed the Maximum Aggregate Purchase Price or otherwise be inconsistent with the requirements or conditions of this Agreement; (B) a Default has occurred and is continuing or would exist after such action by Administrative Agent or (C) such action would cause a Margin Deficit. LEGAL02/41216309v6

Margin Maintenance. (a) Purchaser mayIf, at its option in its sole discretion, re-determine the Market Value for on any Purchased Asset at any time and from time to time. Upon the occurrence and during the continuance of a Margin Deficit Event Business Day with respect to any Purchased a Non-Performing Asset or a Significantly Impaired Asset, Purchaser maya Purchase Price Margin Deficit is continuing, by then Seller shall, within two (2) Business Days after written notice to from Buyer (or, if such written notice is received by Seller substantially in the form of Exhibit VIII hereto after 12:00 p.m. New York City time on any Business Day, within three (3) Business Days after written notice from Buyer) (a “Purchase Price Margin Call”), require Seller transfer to (iBuyer immediately available funds in an amount sufficient to cure such Purchase Price Margin Deficit. Any additional cash transferred to Buyer pursuant to this Section 4(a) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (b) If a Margin Call is given by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York time) on the same day. If a Margin Call is given by Purchaser under Article 4(a) on any Business Day after 10 a.m. (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely shall be applied by Buyer, as a result of market fluctuations, (ii) the aggregate amount of cash payments made determined by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, Buyer in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to reduce such Purchase Price Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuationsDeficit. (db) The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 Section 4, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights under this Section 4 shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. In the event that a Purchase Price Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds shall be applied by Buyer against the Purchase Price of any Purchased Asset(s) for which the related Purchase Price Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Buyer retains the right, in its sole and absolute discretion, to make a Purchase Price Margin Call in accordance with, and subject to, the provisions of this Section 4.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-Agent shall determine the Market Value of the Purchased Assets on a daily basis as determined by Agent in its good faith discretion. (i) If, as of any date of determination, the lesser of (a) the unpaid principal balance of the Purchased Assets and (b) the aggregate Market Value of all related Purchased Assets subject to all Transactions, taking into account the cash then on deposit in the Collection Account, multiplied by the applicable Purchase Price Percentage is less than the Repurchase Price for any Purchased Asset at any time and from time to time. Upon the occurrence and during the continuance of all such Transactions (a “Margin Deficit Event with respect to any Purchased AssetDeficit”), Purchaser then Agent may, by written notice to the Seller substantially in the form of Exhibit VIII hereto (as such notice is more particularly set forth below, a “Margin Call”), require Seller to transfer to Purchaser or its designee cash or, at Purchaser’s option (and provided Seller has additional Eligible Mortgage Loans), additional Eligible Mortgage Loans to Purchaser (“Additional Purchased Mortgage Loans”) to cure the Margin Deficit. If the Agent delivers a Margin Call to the Seller on or prior to 11:00 a.m. (New York City time) on any Business Day, then the Seller shall transfer cash or Additional Purchased Mortgage Loans to Purchaser or its designee no later than (i) make 5:00 p.m. (New York City time) on the same Business Day. In the event the Agent delivers a Margin Call to Seller after 11:00 a.m. (New York City time) on any Business Day, Seller shall be required to transfer cash payment or Additional Purchased Mortgage Loans no later than (i) 12:00 p.m. (New York City time) on the next succeeding Business Day. (ii) If, on any day prior to the Termination Date, if no Event of Default has occurred and is continuing, (x) the aggregate Market Value of all Purchased Assets subject to all Transactions, taking into account all cash then on deposit in reduction of the Collection Account, multiplied by the applicable Purchase Price Percentage is greater than (y) the Repurchase Price as of such Purchased Asset date (such excess amount, a “Margin Excess”), Seller may upon at least two (2) Business Days prior notice to Purchaser request Purchaser to apply and Purchaser shall apply or (ii) at cause the option Bank to apply an amount necessary to reduce the Margin Excess to zero on the next Monthly Payment Date. Any Margin Excess paid by Purchaser under this provision shall be applied by Purchaser to increase the respective Purchase Price of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased AssetAssets. (b) If a Margin Call is given by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York time) on the same day. If a Margin Call is given by Purchaser under Article 4(a) on any Business Day after 10 a.m. (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York time) on the immediately following Business Day.[RESERVED] (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of Any cash payments made by Seller transferred to Purchaser to cure the related Margin Deficits or its designee pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds Section 5 herein shall reduce the Repurchase Price for such Purchased Assets (of the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuationsrelated Transactions. (d) The failure or delay by of Purchaser, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of this Agreement or limit or waive the right of the Purchaser to do so at a later date date. Seller and Purchaser each agree that a failure or delay by a Purchaser to exercise its rights hereunder shall not limit or waive Purchaser’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) For the avoidance of doubt, it is hereby understood and agreed that Seller shall be responsible for satisfying any Margin Deficit existing as a result of any reduction of the unpaid principal balance of any Purchased Asset pursuant to any action by any bankruptcy court. (f) Notwithstanding section 7(b) above, (i) amounts due on account of a Margin Deficit or Margin Excess hereunder shall be netted against any Variation Margin as defined under the Forward AAA Securities Purchase Agreement before Margin Call payments or payments of Margin Excess are made and (ii) to the extent that any payment amount with respect to a Margin Call or Margin Excess at the time due and owing is less than $100,000 (the “Minimum Transfer Amount”), the party owing such amount is not required to transfer funds until such amount reaches the Minimum Transfer Amount; for avoidance of doubt all such amounts shall remain due and owing.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset a. If at any time and from time the outstanding Purchase Price of any Purchased Mortgage Loan subject to time. Upon a Transaction is greater than the occurrence and during Asset Value of such Purchased Mortgage Loan subject to a Transaction (a “Margin Deficit”), then Administrative Agent may by notice to Sellers require Sellers to transfer to Administrative Agent for the continuance benefit of a Buyers cash in an amount at least equal to the Margin Deficit Event with respect to any Purchased Asset(such requirement, Purchaser may, by written notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller to (ias more fully provided in Section 6(b) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Assetimmediately below. (bb. Notice delivered pursuant to Section 6(a) If a Margin Call is may be given by Purchaser under Article 4(a) on any Business Day at or prior to 10 written means. Except as provided below, any notice given before 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same day. If a Margin Call is such Business Day; notice given by Purchaser under Article 4(a) on any Business Day after 10 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the immediately following Business Day. Day (c) From the foregoing time requirements for satisfaction of a Margin Call are referred to timeas the “Margin Deadlines”). Notwithstanding the foregoing, if (i) in the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) event that the aggregate amount of cash payments made by Seller to Purchaser to cure applicable Margin Deficit is greater than [***] the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts Deadline set forth above shall apply with respect to such Purchased Assets exceeds $3,000,000 [***] and (iii) the balance of the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets Deficit (i.e., the amount thereof in excess of such excess, [***]) shall be satisfied by no later than 5:00 pm (New York City time) on the “third (3rd) Business Day following the date of the Margin Excess”) by an amount Call; provided that no Event of not less than $3,000,000, then Purchaser may, in its sole Default has occurred and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) is continuing. The failure or delay by Purchaserof Administrative Agent, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Administrative Agent to do so at a later date date. Sellers and Administrative Agent each agree that a failure or delay by Administrative Agent to exercise its rights hereunder shall not limit or waive Administrative Agent’s or Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for SellerSellers. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Administrative Agent may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) shall be held by Administrative Agent against the related Margin Deficit and (ii) may be applied by Administrative Agent against any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Administrative Agent shall give Sellers written notice of any funds so retained and/or applied by Administrative Agent. Notwithstanding the foregoing, the Administrative Agent retains the right, in its sole good faith discretion, to make a Margin Call in accordance with the provisions of this Section 6. d. If at any time the Asset Value of the aggregate of all Purchased Mortgage Loans subject to a Transaction hereunder as of any date of determination is greater than the aggregate Purchase Price of all Purchased Mortgage Loans subject to a Transaction hereunder as of such date (a “Margin Excess”), then Sellers may, by delivery of written notice to Administrative Agent by 10:00 a.m. (New York Time) on any Business Day (an “Excess Margin Notice”), require Administrative Agent either to (i) remit additional Purchase Price in an amount equal to the lesser of (x) such Margin Excess and (y) the amount requested by Sellers or (ii) reallocate the Purchase Price to Purchased Mortgage Loans with Margin Excess in order to release Purchased Mortgage Loans which, following such reallocation, will have a Purchase Price of zero (0). Administrative Agent shall not be obligated to remit Margin Excess or release Purchased Mortgage Loans pursuant to clause (i) or (ii) above to the extent (A) it would cause the outstanding Purchase Price to exceed the Maximum Aggregate Purchase Price or otherwise be inconsistent with the requirements or conditions of this Agreement; (B) a Default has occurred and is continuing or would exist after such action by Administrative Agent or (C) such action would cause a Margin Deficit.

Margin Maintenance. (a) Purchaser may, at its option in its sole and absolute discretion, re-determine the Market Value for any Purchased Asset at any time and from time to timein accordance with definition of Market Value. Upon the occurrence and during the continuance of If a Margin Deficit Event with respect to any Purchased Assetexists, Purchaser may, by written notice to Seller Sellers with a simultaneous copy to Cash Manager substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller Sellers to either (at Sellers’ election with written notice of such election to Purchaser, Collateral Agent and Cash Manager) (i) make a cash payment (in the Applicable Currency of the related Purchased Asset) in reduction of the Repurchase outstanding Purchase Price of such the Purchased Asset or (ii) at the option in respect of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, which such Margin Deficit exists so that after giving effect to such payment or deliverypayment, no Margin Deficit shall exist with respect to such Purchased AssetAsset or (ii) repurchase such Purchased Asset in accordance with Article 3(d), in either case within the time period set forth in clause (b) below. (b) If a Margin Call is given by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. 12:00 noon (New York City time), the applicable Seller shall cure the related Margin Deficit as provided in Article 4(a) by no later than 5:00 p.m. (New York City time) on two (2) Business Days following receipt of such Margin Call. For the same day. If avoidance of doubt, if a Margin Call is given by Purchaser under Article 4(a) on any Business Day after 10 a.m. 12:00 noon (New York City time), the Seller such Margin Call shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York time) be considered given prior to such time on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) The failure or delay by Purchaser, on any one or more occasions, to exercise its rights under this Article 4 shall not change or alter the terms and conditions of this Agreement or limit or waive the right of Purchaser to do so at a later date or in any way create additional rights for any Seller. (d) For the avoidance of doubt, with respect to this Article 4, any such payments and/or reductions shall be made by the applicable Seller in the Applicable Currency of the related Purchased Asset with respect to which such Margin Deficit exists. The amount of any reduction in Purchase Price of any Purchased Asset pursuant to this Article 4 may be redrawn by the applicable Seller in accordance with Article 3(i)(ii) above.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset a. If at any time and from time the aggregate Market Value of all Purchased Mortgage Loans subject to time. Upon all Transactions is less than the occurrence and during the continuance of aggregate Buyer’s Margin Amount for all such Transactions (such event, a “Margin Deficit Event with respect to any Purchased AssetDeficit”), Purchaser then Buyer may, by written notice to Seller, require Seller substantially in to transfer to Buyer, cash within one (1) Business Day of such notice by Buyer, so that the form cash and aggregate Market Value of Exhibit VIII hereto the Purchased Mortgage Loans will thereupon equal or exceed the aggregate Buyer’s Margin Amount (such requirement upon such notice, a “Margin Call”), require Seller to (i) make a cash payment in reduction of provided that, notwithstanding the Repurchase Price of such Purchased Asset or (ii) at foregoing, Buyer may determine the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Market Value and any related Margin Deficit shall exist with respect to such Purchased Asseton an individual Mortgage Loan basis. (bb. Notice delivered pursuant to Section 6(a) If a Margin Call is may be given by Purchaser under Article 4(a) on any Business Day at written or prior to 10 electronic means. Any notice given before 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same day. If a Margin Call is such Business Day; notice given by Purchaser under Article 4(a) on any Business Day after 10 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets Day (the amount foregoing time requirements for satisfaction of such excess, a Margin Call are referred to as the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) ). The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. Any late payments shall accrue interest at the Post Default Rate. c. In the event that a Margin Deficit exists or any other funds are due and payable to Buyer, Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunder or exercise control over any funds in the Seller’s Clearing Account and remit such funds to the Settlement Account, which funds shall be held and applied by Buyer against such Margin Deficit, may be applied by Buyer against amounts due and owing, or any shortfall, with respect to any Purchased Mortgage Loan. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. a. If at any time the Market Value of any Purchased Mortgage Loan, Trust Mortgage Loan or REO Property subject to a Transaction is less than Buyer’s Margin Amount for such Purchased Mortgage Loan, Trust Mortgage Loan or REO Property (a) Purchaser maya “Margin Deficit”), then Buyer may by notice to Sellers require Sellers to transfer to Buyer cash in an amount at its option least equal to the Margin Deficit subject to or related to a Transaction or solely with the consent of Buyer in its sole discretion, re-determine the Market Value for any Purchased Asset at any time and from time additional Mortgage Loans or REO Property with a Purchase Price equal to time. Upon the occurrence and during the continuance of a such Margin Deficit Event with respect to any Purchased Asset(such requirement, Purchaser may, by written notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller . b. Notice delivered pursuant to (iSection 6(a) make a cash payment in reduction of the Repurchase Price of such Purchased Asset may be given by any written or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with electronic means. With respect to such Purchased Asset. (b) If a Margin Call is in the amount of less than 5% of the Purchase Price for all Transactions (a “Low Percentage Margin Call”), any notice given by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. before 5:00 p.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same day. If a Margin Call is following Business Day; notice given by Purchaser under Article 4(a) on any Business Day after 10 a.m. 5:00 p.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the immediately second Business Day following the date of such notice. With respect to all Margin Calls other than Low Percentage Margin Calls, any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. (c) From . The foregoing time requirements for satisfaction of a Margin Call are referred to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) ). The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for SellerSellers. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Trust Mortgage Loan or REO Property, Buyer may retain any funds received by it to which the Sellers, any Trust Subsidiary or REO Subsidiary, as applicable, would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against the Repurchase Price of any Purchased Mortgage Loan or, without duplication, Release Price of any REO Property or Trust Mortgage Loan, as applicable, for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6. d. In the event that Sellers reasonably believe that the Market Value of all Purchased Assets exceeds the aggregate Buyer’s Margin Amount of all Purchased Assets by more than $3,000,000, Sellers may request that Buyer remit additional Purchase Price with respect to specific Purchased Assets to be identified by Sellers to Buyer, and Buyer will consider such request; provided that Buyer will make such determination in its sole discretion. Any additional Purchase Price remitted by Buyer to Sellers hereunder (and in the case of REO Properties and Trust Mortgage Loans, Purchase Price Increase) shall be added to the Purchase Price for the applicable Purchased Assets. For the avoidance of doubt, Buyer shall have no obligation to advance additional Purchase Price hereunder, and Buyer’s agreement to do so in any instance, shall not be deemed as Buyer’s agreement to do so in the future.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset a. If at any time and from time to time. Upon the occurrence and during the continuance of a Margin Deficit Event with respect outstanding Purchase Price allocated to any Purchased Asset, Purchaser mayContributed REO Property or Transaction Mortgage Loan subject to a Transaction is greater than the Asset Value allocated to such Purchased Asset, Contributed REO Property or Transaction Mortgage Loan subject to a Transaction (a “Margin Deficit”), then Buyer may by written notice to Seller substantially require Seller to transfer to Buyer cash in an amount at least equal to the form of Exhibit VIII hereto Margin Deficit (such requirement, a “Margin Call”), require Seller to (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (b) If a Margin Call is b. Notice delivered pursuant to Section 6.a above may be given by Purchaser under Article 4(a) on any Business Day at written or prior to 10 electronic means. Any notice given before 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same day. If a Margin Call is such Business Day; notice given by Purchaser under Article 4(a) on any Business Day after 10 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets Day (the amount foregoing time requirements for satisfaction of such excess, a Margin Call are referred to as the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) ). The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. c. In the event that a Margin Deficit exists with respect to any Purchased Asset, Contributed REO Property or Transaction Mortgage Loan, Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit for a Transaction Mortgage Loan or Contributed REO Property and (ii) will be applied by Buyer against the Allocated Repurchase Price related to such Purchased Asset, Contributed REO Property or Transaction Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-Agent shall determine the Market Value of the Purchased Assets on a daily basis. (b) If, as of any date of determination, the lesser of (i) [***] of the unpaid principal balance as of such date of all Purchased Assets then subject to all Transactions and (ii) the aggregate Market Value of all Purchased Assets then subject to all Transactions, taking into account the cash then on deposit in the Collection Account, multiplied by the applicable Purchase Price Percentage is more than $[***] less than the Repurchase Price (less the related Price Differential) for any Purchased Asset at any time and from time to time. Upon the occurrence and during the continuance of all such Transactions (a “Margin Deficit Event with respect to any Purchased AssetDeficit”), Purchaser then Agent may, by written notice to the Seller substantially in the form of Exhibit VIII hereto (as such notice is more particularly set forth below, a “Margin Call”), require Seller to (i) make a cash payment in reduction transfer to Agent on behalf of the Repurchase Price of such Purchased Asset related Purchaser or (ii) its designee cash or, at the related Purchaser’s option of the Purchaser, deliver (and provided Seller has additional Eligible Assets Mortgage Loans), additional Eligible Mortgage Loans to Purchaser, in each case, so that after giving effect the related Purchaser (“Additional Purchased Mortgage Loans”) to such payment or delivery, no cure the Margin Deficit shall exist with respect to such Purchased Asset. (b) Deficit. If the Agent delivers a Margin Call is given by Purchaser under Article 4(ato the Seller on or prior to [***] (New York City time) on any Business Day at Day, then the Seller shall transfer cash or prior Additional Purchased Mortgage Loans to 10 a.m. Agent on behalf of the related Purchaser or its designee no later than [***] (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York City time) on the same dayBusiness Day. If In the event the Agent delivers a Margin Call is given by Purchaser under Article 4(ato Seller after [***] (New York City time) on any Business Day after 10 a.m. Day, Seller shall be required to transfer cash or Additional Purchased Mortgage Loans no later than [***] (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York City time) on the immediately following next succeeding Business Day. (c) From time Any cash transferred to time, if (i) Agent for the Market Value benefit of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits Purchaser or its designee pursuant to Article 4(aSection 16(g)(ii) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds herein shall reduce the Repurchase Price for such Purchased Assets (of the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuationsrelated Transactions. (d) The failure or delay by Purchaserof Purchasers, on any one or more occasions, to exercise its their rights under this Article 4 hereunder, shall not change or alter the terms and conditions of this Agreement or limit or waive the right of Purchaser the Purchasers to do so at a later date date. Seller and Purchasers each agree that a failure or delay by a Purchaser to exercise its rights hereunder shall not limit or waive the related Purchaser’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) For the avoidance of doubt, it is hereby understood and agreed that Seller shall be responsible for satisfying any Margin Deficit existing as a result of any cram down of the unpaid principal balance of any Purchased Asset pursuant to any action by any bankruptcy court.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset a. If at any time and from time the Asset Value of the Purchased Assets subject to time. Upon Transactions is less than the occurrence and during the continuance of Purchase Price for then outstanding Transactions (a “Margin Deficit”), then, if such Margin Deficit Event with respect to any Purchased Assetis greater than the Permitted Amount, Purchaser may, Buyer may by written notice to Seller substantially require Seller to transfer to Buyer cash in an amount at least equal to the form of Exhibit VIII hereto Margin Deficit (such requirement, a “Margin Call”), require Seller to (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (bb. [reserved] c. [reserved] d. Notice delivered pursuant to Section 6(a) If a Margin Call is may be given by Purchaser under Article 4(a) on any Business Day at or prior to 10 written means. Any notice given before 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same day. If a Margin Call is such Business Day; notice given by Purchaser under Article 4(a) on any Business Day after 10 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets Day (the amount foregoing time requirements for satisfaction of such excess, a Margin Call are referred to as the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) ). The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. e. In the event that a Margin Deficit exists with respect to any Purchased Asset, Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against the Purchase Price of any Purchased Asset for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6. f. Upon the occurrence of any Purchase Price Reset, Seller shall, unless waived in writing by Buyer, on the following Business Day, remit to Buyer an amount, if any (the “Reset Payment”) such that the then current Asset Value (calculated with the newly applicable Purchase Price Percentage) shall be greater than the Purchase Price then outstanding after application of such payment. Any such amount shall be applied by Buyer to the Repurchase Price of each Purchased Asset pro-rata or as otherwise agreed by Buyer and Seller. Such Reset Payment shall be deemed a margin payment or settlement payment hereunder.

Margin Maintenance. a. If at any time the Market Value of the Purchased Mortgage Loans subject to Transactions is less than Buyer’s Margin Amount for all Transactions (a) Purchaser maya “Margin Deficit”), at its option then Buyer may by notice to any Seller require Sellers to transfer to Buyer cash or Additional Purchased Mortgage Loans, approved by Buyer in its sole discretion, re-determine in all cases, in an amount at least equal to the Market Value for any Purchased Asset at any time and from time to time. Upon the occurrence and during the continuance of a Margin Deficit Event with respect to any Purchased Asset(such requirement, Purchaser may, by written notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller to (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (bb. Notice delivered pursuant to Section 6(a) If a Margin Call is may be given by Purchaser under Article 4(a) on any Business Day at or prior to 10 written means. Any notice given before 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same day. If a Margin Call is such Business Day; notice given by Purchaser under Article 4(a) on any Business Day after 10 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets Day (the amount foregoing time requirements for satisfaction of such excess, a Margin Call are referred to as the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) ). The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for SellerSellers. c. In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. (a) Purchaser may, If at its option in its sole discretion, re-determine any time the Market Value for of any Purchased Asset Mortgage Loan subject to a Transaction is less than Buyer’s Margin Amount for such Transaction (a “Margin Deficit”), then Buyer may by notice to the named Seller, but not any other party comprising Seller under this Agreement, require Seller to transfer to Buyer cash in an amount at any time and from time least equal to time. Upon the occurrence and during the continuance of a Margin Deficit Event with respect to any Purchased Asset(such requirement, Purchaser may, by written notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller to (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (b) If a Margin Call is Notice delivered pursuant to Section 6(a) above may be given by Purchaser under Article 4(aany written or electronic means. Any notice given before 10:00 a.m. (California time) on any a Business Day at or prior to 10 a.m. (New York time)shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York California time) on the same day. If a Margin Call is such Business Day; notice given by Purchaser under Article 4(aafter 10:00 a.m. (California time) on any a Business Day after 10 a.m. (New York time)shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York California time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets Day (the amount foregoing time requirements for satisfaction of such excess, a Margin Call are referred to as the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) ). The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against the Repurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

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

Margin Maintenance. (a) Purchaser mayIf at any time the product of the aggregate Market Value of all Purchased Loans and Buyer's Margin Ratio shall be less than the aggregate outstanding Repurchase Price for such Purchased Loans, at its option (a "Margin Deficit"), then Buyer may by notice to Seller (a "Margin Call") require Seller to transfer to Buyer (A) cash or (B) Additional Loans acceptable to Buyer in its sole discretion, re-determine the Market Value for any Purchased Asset at any time and from time absolute discretion (such cash or Additional Loans paid by Seller to time. Upon the occurrence and during the continuance of a Margin Deficit Event with respect Buyer are herein referred to any Purchased Asset, Purchaser may, by written notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”as "Additional Loans"), require Seller to so that the sum of cash plus the product of (i) make a cash payment in reduction the aggregate Market Value of the Repurchase Price of Purchased Loans and such Purchased Asset or Additional Loans and (ii) Buyer's Margin Ratio shall at least equal the option of aggregate outstanding Repurchase Price. Any cash received by Buyer pursuant to a Margin Call shall be applied to reduce the Purchaser, deliver additional Eligible Assets Outstanding Purchase Price. Seller's failure to Purchaser, in each case, so that after giving effect to such payment or delivery, no cure any Margin Deficit as required by the preceding sentence prior to expiration of one (1) Business Day after notice shall exist with respect constitute an Event of Default under the Transaction Documents and shall entitle Buyer to such Purchased Assetexercise its remedies under Section 14 of this Agreement (including, without limitation, the liquidation remedy provided for in Section 14(iv) of this Agreement). (b) If a any Margin Call is given by Purchaser Buyer under Article 4(aSection 3(a) on any Business Day at or prior to 10 a.m. (New York time)of this Agreement, the Seller shall cure the related Margin Deficit transfer cash or Additional Loans as provided in Article 4(aSection 3(a) by no later than 5:00 p.m. one (New York time1) on the same day. If a Margin Call is given by Purchaser under Article 4(a) on any Business Day after 10 a.m. (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value giving of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits such notice. Notice required pursuant to Article 4(aSection 3(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excessthis Agreement may be given by any means, the “Margin Excess”) including by an amount of not less than $3,000,000telephone, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) telecopier or telegraphic transmission. The failure or delay by Purchaser, of Buyer on any one or more occasions, to exercise its rights under Section 3(a) of this Article 4 Agreement shall not constitute a waiver of such default or change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer or Seller to do so at a later date date. Buyer and Seller agree that any failure or delay by Buyer to exercise its rights under Section 3(a) of this Agreement shall not limit such party's rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellersuch party. (c) If at any time the product of the aggregate Market Value of all Purchased Loans and Buyer's Margin Ratio shall be greater than the aggregate outstanding Repurchase Price for such Purchased Loans (a "Margin Excess"), then Seller may by notice to Buyer require Buyer to transfer to Seller (1) cash or (2) Purchased Loans that become subject to this Agreement as Additional Loans so that the product of (i) the aggregate Market Value of the Purchased Loans and such Additional Loans and (ii) Buyer's Margin Ratio shall not exceed the aggregate outstanding Repurchase Price. In no event shall any Purchased Loans that did not become subject to this Agreement in the form of Additional Loans be released from the lien of this Agreement due to a Margin Excess. (d) If any notice is given by Seller under Section 3(c) of this Agreement, Buyer shall transfer cash or Additional Loans as provided in Section 3(c) by no later than one (1) Business Day after the giving of such notice. Notice required pursuant to Section 3(c) of this Agreement may be given by any means, including by telephone, telecopier or telegraphic transmission. Buyer and Seller agree that any failure or delay by Seller on any one or more occasions to exercise its rights under Section 3(c) of this Agreement shall not constitute a waiver of such rights or limit such party's rights under Section 3(c) of this Agreement or otherwise existing by law or in any way create additional rights for such party. In addition, in no event shall Buyer be required to create a Margin Deficit in order to comply with Section 3(d) of this Agreement. (e) Any cash transferred to Buyer pursuant to Section 3(a) of this Agreement shall be used to reduce the Repurchase Price. (f) If any representation or warranty within this Agreement is in fact not accurate, then notwithstanding any of the knowledge qualifiers, Buyer has the right to xxxx the asset to market with such frequency as deemed prudent in accordance with this Section 3.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-Buyer shall determine the Market Value for any Repurchase Price Cap of each Purchased Asset at any time Loan on each Business Day and from time to time. Upon shall determine the occurrence and during the continuance of a Margin Deficit Event with respect to any Purchased Assetamount, Purchaser mayif any, by written notice to Seller substantially in which the form of Exhibit VIII hereto Repurchase Price Cap is less than the Repurchase Price (excluding Price Differential and Exit Fees) for each Purchased Loan (a “Margin CallDeficit”), require Seller to (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (b) If at any time a Margin Call is given Deficit exists with respect to a Purchased Loan, then Buyer may by Purchaser under Article 4(anotice (which notice shall include a copy sent by electronic mail in accordance with Section 16 hereof) on any Business Day at or prior (a “Margin Notice”) to 10 a.m. (New York time)the applicable Seller, with a copy to the Depository, require the applicable Seller shall cure to transfer to Depository for deposit into the related Margin Account Eligible Margin Collateral in the amount of the Margin Deficit as provided in Article 4(a) for such Purchased Loan by no later than the date (“Margin Payment Date”) that is (i) if notified by the Buyer before 11:00 AM EST on a Business Day, then by 5:00 p.m. (New York time) on PM EST the same day. If a Margin Call is given by Purchaser under Article 4(a) on any next Business Day or (ii) if notified by the Buyer on or after 10 a.m. (New York time)11:00 AM EST on a Business Day, then by 5:00 PM the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York time) on the immediately second following Business Day. (c) From time to time. Notwithstanding the foregoing, if (i) the Market Value SAMC or any of one or more Purchased Assets has been reduced solely as its subsidiaries shall enter into any Other Financing Agreement containing a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin Excess”) by an amount of not less margin call period shorter than $3,000,000provided under this Section 4(b), then Purchaser Buyer may, in its sole and absolute discretion, consider a request from Seller amend the Margin Payment Date under this Section 4(b) to transfer cash to Seller in an amount up to reflect such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to provisions under such Purchased Asset Other Financing Agreement. Any Seller’s failure to cure any Margin Deficits resulting from market fluctuationsDeficit as required by this paragraph shall constitute an Event of Default. (c) [Intentionally omitted] (d) The failure of, or delay by Purchaserby, Buyer on any one or more occasions, to exercise its rights under Sections 4(b) of this Article 4 Agreement shall not (i) change or alter the terms and conditions of to which this Agreement or is subject, (ii) limit or waive the right of Purchaser Buyer to do so at a later date date, (iii) limit Buyer’s rights under this Agreement or otherwise existing by law, or (iv) in any way create additional rights for such party. (e) If a Seller transfers cash to Buyer on account of Margin Deficits relating to more than one Purchased Loan, but such cash is insufficient to fully satisfy such Margin Deficits, Buyer shall have the right to designate the Purchased Loan(s) and Margin Deficit(s) to which such payments shall be applied, in its sole and absolute discretion. (f) [Intentionally Omitted]. (g) Notwithstanding anything contained in Section 16 to the contrary, Margin Notices may be delivered by Buyer via email to xxxxxxx@xxxxxxxxxxx.xxx and to such other email address(es) hereinafter provided by Sellers to Buyer for this purpose, without the need to also deliver such notice by any of the other means set forth in Section 16, and shall be deemed received upon the sending of such email; provided that the transmitting party did not receive an electronic notice of a delivery failure. (h) If (i) a Seller has cured a Margin Deficit pursuant to Section 4(b), (ii) the Valuation Agent Differential Amount is equal to at least 5% of the aggregate Eligible Loan Amount and (iii) the Valuation Agent has been appointed pursuant to the terms of the Valuation Agent Agreement, then Sellers shall have the right to dispute Buyer’s calculation of the aggregate Market Value of the Purchased Loans. In the event of such a dispute, the aggregate Market Value of the Purchased Loans shall be determined in the following manner (the “Bid Process”): the Valuation Agent shall solicit a minimum of three (3) legitimate, arm’s length, impartial and executable bids for the Purchased Loans. The Market Value of the Purchased Loans shall be equal to the average of the bid side quotes. If the Valuation Agent is unable to obtain three (3) legitimate bids as described above, but is able to obtain two (2) such bids, the Market Value of the Purchased Loans shall be equal to the lower of the bid side quotes on the basis of such two (2) bids. If the Valuation Agent is unable to obtain at least two (2) legitimate bids as described above, or if Buyer does not agree, in its reasonable discretion, that the bids obtained are legitimate, arm’s length, impartial and executable, the aggregate Market Value of the Purchased Loans shall be equal to the aggregate Market Value determined by Buyer. Sellers shall be responsible for payment of all fees, costs and expenses payable to the Valuation Agent in connection with any Bid Process. (i) Notwithstanding anything to the contrary herein, if the Bid Process Limit shall have been met, Sellers shall be prohibited from undertaking additional Bid Processes to determine the Market Value of the Purchased Loans and the Market Value of the Purchased Loans shall be determined solely by Buyer. (j) If the Bid Process for any Purchased Loan is a Successful Bid Process, Buyer, upon notice (which notice may be delivered via email) from the applicable Seller, shall remit to such Seller an amount equal to the lesser of (i) the Bid Process Differential Amount and (ii) the Margin Deficit amount transferred by the applicable Seller to Buyer with respect to such Purchased Loan pursuant to Section 4(b); provided, however, that Buyer shall not remit any amount to any Seller if, after giving effect to such remittance, (i) a Margin Deficit shall exist or (ii) a Default or Event of Default shall exist.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-Agent shall determine the Market Value of the Purchased Assets on a daily basis as determined by Agent in its sole discretion on exercising good faith. (b) If, as of any date of determination, the lesser of (a) 100% of the Principal Balance of all Purchased Assets then subject to all Transactions and (b) the aggregate Market Value of all related Purchased Assets subject to all Transactions, taking into account the cash then on deposit in the Collection Account, multiplied by the applicable Purchase Price Percentage is less than the Repurchase Price (excluding accrued Price Differential) for any Purchased Asset at any time and from time to time. Upon the occurrence and during the continuance of all such Transactions (a “Margin Deficit Event with respect to any Purchased AssetDeficit”), Purchaser then Agent may, by written notice to Seller substantially in the form of Exhibit VIII hereto RMS (as such notice is more particularly set forth below, a “Margin Call”), require Seller RMS to transfer to Purchaser or Purchaser’s designee cash or, at Purchaser’s option (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver and provided RMS has additional Eligible Assets Mortgage Loans), additional Eligible Mortgage Loans to Purchaser, in each case, so Purchaser (“Additional Purchased Mortgage Loans”) to cure the Margin Deficit; provided that after giving effect to such payment or delivery, no Margin Deficit Purchaser shall exist with respect to such Purchased Asset. (b) If not provide notice of a Margin Call is given by Purchaser under Article 4(ato RMS until the Margin Deficit equals or exceeds $500,000. If the Agent delivers a Margin Call to RMS on or prior to 11:00 a.m. (New York City time) on any Business Day at Day, then RMS shall transfer cash or prior Additional Purchased Mortgage Loans to 10 a.m. (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) Purchaser or its designee no later than 5:00 p.m. (New York City time) on the same dayBusiness Day. If In the event the Agent delivers a Margin Call is given by Purchaser under Article 4(ato RMS after 11:00 a.m. (New York City time) on any Business Day after 10 a.m. Day, RMS shall be required to transfer cash or Additional Purchased Mortgage Loans no later than 12:00 noon (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York City time) on the immediately following next succeeding Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of Any cash payments made by Seller transferred to Purchaser to cure the related Margin Deficits or its designee pursuant to Article 4(aSection 16(f)(ii)(B) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds herein shall reduce the Repurchase Price for such Purchased Assets (of the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuationsrelated Transactions. (d) The failure or delay by of Purchaser, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of this Agreement or limit or waive the right of Purchaser to do so at a later date date. Seller and Purchaser each agree that a failure or delay by Purchaser to exercise its rights hereunder shall not limit or waive Purchaser’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) For the avoidance of doubt, it is hereby understood and agreed that RMS shall be responsible for satisfying any Margin Deficit existing as a result of any reduction of the Principal Balance of any Purchased Asset pursuant to any action by any bankruptcy court.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset If at any time and from time the aggregate outstanding amount of the Purchase Price of the Participation Certificates subject to time. Upon all Transactions is greater than the occurrence and during sum of (i) the continuance of Asset Base plus (ii) any collections relating to Advance Reimbursement Amounts on deposit in the Dedicated Account, after taking into account any Transaction being effected on such date (such excess, a “Margin Deficit Event with respect to any Purchased AssetDeficit”), Purchaser then the Buyer may, by written notice to the Repo Seller, require the Repo Seller substantially to transfer to the Buyer cash in an amount at least equal to the form of Exhibit VIII hereto Margin Deficit (such requirement, a “Margin Call”), require Seller to (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (b) If Notice delivered pursuant to Section 2.04(a) may be given by any written or electronic means. With respect to a Margin Call is Call, any notice given by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. before 5:00 p.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same dayfollowing Business Day. If With respect to a Margin Call is Call, any notice given by Purchaser under Article 4(a) on any Business Day or after 10 a.m. 5:00 p.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the immediately second (2nd) Business Day following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount date of such excess, notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuationsDeadlines. (d) ” The failure or delay by Purchaserof the Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser the Buyer to do so at a later date date. The Repo Seller and the Buyer each agree that a failure or delay by the Buyer to exercise its rights hereunder shall not limit or waive the Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for the Repo Seller. (c) In the event that a Margin Deficit exists, the Buyer may retain any funds received by it to which the Repo Seller would otherwise be entitled hereunder and may, at the Buyer’s sole and exclusive election, apply such funds against such Margin Deficit or against the Purchase Price. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.04.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset a. If at any time the outstanding Purchase Price of any Trust Interest, Trust Mortgage Loan or REO Property subject to a Transaction is greater than the Asset Value of such Trust Interest, Trust Mortgage Loan or REO Property subject to a Transaction (a “Margin Deficit”) and from time to time. Upon the occurrence and during the continuance of a such Margin Deficit Event with respect to any Purchased Assetis greater than the Margin Threshold, Purchaser may, then Buyer may by written notice to Seller substantially require Seller to transfer to Buyer cash in an amount at least equal to the form of Exhibit VIII hereto Margin Deficit (such requirement, a “Margin Call”), require Seller such amount to (i) make a cash payment in reduction be applied to reduce the Purchase Price of the Repurchase Price of such Purchased Asset affected Trust Mortgage Loan or (ii) at the option of the PurchaserREO Property, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Assetas applicable. (b) If a Margin Call is b. Notice delivered pursuant to Section 6.a above may be given by Purchaser under Article 4(a) on any Business Day at written or prior to 10 electronic means. Any notice given before 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 2:00 p.m. (New York City time) on the same day. If following Business Day (the foregoing time requirements for satisfaction of a Margin Call is given by Purchaser under Article 4(a) on any Business Day after 10 a.m. (New York time), the Seller shall cure the related Margin Deficit are referred to as provided in Article 4(a) no later than 5:00 p.m. (New York time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) ). The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. c. In the event that a Margin Deficit exists with respect to any Trust Interest, Trust Mortgage Loan or REO Property, Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against the Purchase Price of any Trust Interest, Trust Mortgage Loan or REO Property for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. a. If at any time the Market Value of any Purchased Mortgage Loan subject to a Transaction is less than Buyer's Margin Amount for such Transaction (a) Purchaser maya "Margin Deficit"), at its option then Buyer may by notice to any Seller require Seller to transfer to Buyer cash or Eligible Mortgage Loans satisfactory to Buyer in its sole discretion, re-determine discretion ("Additional Purchased Mortgage Loans") in an amount at least equal to the Market Value for any Purchased Asset at any time and from time to time. Upon the occurrence and during the continuance of a Margin Deficit Event with respect to any Purchased Asset(such requirement, Purchaser may, by written notice to Seller substantially in the form of Exhibit VIII hereto (a “"Margin Call”), require Seller to (i") make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (bb. Notice delivered pursuant to Section 6(a) If a Margin Call is may be given by Purchaser under Article 4(a) on any Business Day at written or prior to 10 electronic means. Any notice given before 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same day. If a Margin Call is such Business Day; notice given by Purchaser under Article 4(a) on any Business Day after 10 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets Day (the amount foregoing time requirements for satisfaction of such excess, a Margin Call are referred to as the “"Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) Deadlines"). The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer's rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine Agent determines the Market Value for any of the Purchased Asset Assets at such intervals as determined by Agent in its good faith sole discretion; provided, however, that the Seller may request that the Agent provide reasonable detail regarding its determination of Market Value, as well as to demonstrate that such Market Value has been determined in accordance with the definition thereof. (b) If at any time the aggregate Purchase Price for all Purchased Assets subject to outstanding Transactions is greater than the product of (a) the Applicable Percentage and from time (b) the Market Value of all Purchased Assets (such excess, a “Margin Deficit”), then subject to time. Upon the occurrence and during the continuance last sentence of a Margin Deficit Event with respect to any Purchased Assetthis paragraph, Purchaser Agent may, by written notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller to (i) make a transfer to Agent for the benefit of Buyers cash payment or Substitute Assets approved by Agent in reduction of the Repurchase Price of its sole discretion in an amount sufficient to cure such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (b) Deficit. If Agent delivers a Margin Call is given by Purchaser under Article 4(ato Seller on or prior to 10:00 a.m. (New York City time) on any Business Day at or prior to 10 a.m. (New York time)Day, the then Seller shall cure transfer the related Margin Deficit as provided in Article 4(a) required amount of cash or Substitute Assets to Agent for the benefit of Buyers no later than 5:00 p.m. (New York City time) on the same daydate that is the Business Day after Seller’s receipt of such Margin Call. If In the event Agent delivers a Margin Call is given by Purchaser under Article 4(ato a Seller after 10:00 a.m. (New York City time) on any Business Day after 10 a.m. (New York time)Day, Seller will be required to transfer the Seller shall cure the related Margin Deficit as provided in Article 4(a) required amount of cash or Substitute Assets no later than 5:00 p.m. (New York City time) on the immediately following date that is the second (2nd) Business Day.Day after Seller’s receipt of such Margin Call. Notwithstanding the foregoing, provided that no Default or Event of Default shall have occurred and be continuing, Agent shall not require the Seller to satisfy a Margin Call and no Margin Call shall be required to be made unless the Margin Deficit shall equal or exceed [***], as determined by Agent in its reasonable, good faith discretion. LEGAL02/40118759v8 (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser mayAgent’s election, in its sole and absolute discretion, consider not to make a request from Seller Margin Call at any time there is a Margin Deficit will not in any way limit or impair its right to transfer cash to Seller in an amount up to such make a Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Call at any time a Margin Deficits resulting from market fluctuationsDeficit exists. (d) The failure or delay by Purchaser, on Any cash transferred to Agent for the benefit of Buyers pursuant to Section 6(b) above will be applied to the repayment of the Repurchase Price of outstanding Transactions pursuant to Section 4(b) and any one or more occasions, Substitute Assets will be deemed to exercise its rights under this Article 4 shall not change or alter the terms and conditions of this Agreement or limit or waive the right of Purchaser to do so at a later date or in any way create additional rights for Sellerbe Purchased Assets.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-Agent shall determine the Market Value of the Purchased Assets on a daily basis as determined by Agent in its sole discretion on exercising good faith. (b) If, as of any date of determination, the lesser of (a) 100% of the Principal Balance of the Eligible Mortgage Loans and (b) the aggregate Market Value of all related Purchased Assets subject to all Transactions, taking into account the cash then on deposit in the Collection Account, multiplied by the applicable Purchase Price Percentage is less than the Repurchase Price (excluding accrued Price Differential) for any Purchased Asset at any time and from time to time. Upon the occurrence and during the continuance of all such Transactions (a “Margin Deficit Event with respect to any Purchased AssetDeficit”), Purchaser then Agent may, by written notice to the Seller substantially in the form of Exhibit VIII hereto (as such notice is more particularly set forth below, a “Margin Call”), require Seller to transfer to Purchaser or its designee cash or, at Purchaser’s option (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver and provided Seller has additional Eligible Assets Mortgage Loans), additional Eligible Mortgage Loans to Purchaser, in each case, so Purchaser (“Additional Purchased Mortgage Loans”) to cure the Margin Deficit; provided that after giving effect to such payment or delivery, no Margin Deficit Purchaser shall exist with respect to such Purchased Asset. (b) If not provide notice of a Margin Call is given to Seller until the Margin Deficit equals or exceeds $500,000 (such number to be calculated by Purchaser accounting for amounts that may be due under Article 4(athat certain forward sale agreement, dated on or about the Effective Date, entered into between Seller and Purchaser). If the Agent delivers a Margin Call to the Seller on or prior to 11:00 a.m. (New York City time) on any Business Day at or prior to 10 a.m. (New York time)Day, then the Seller shall cure the related Margin Deficit as provided in Article 4(a) transfer cash or Additional Purchased Mortgage Loans to Purchaser or its designee no later than 5:00 p.m. (New York City time) on the same dayBusiness Day. If In the event the Agent delivers a Margin Call is given by Purchaser under Article 4(ato Seller after 11:00 a.m. (New York City time) on any Business Day after 10 a.m. Day, Seller shall be required to transfer cash or Additional Purchased Mortgage Loans no later than 12:00 noon (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York City time) on the immediately following next succeeding Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of Any cash payments made by Seller transferred to Purchaser to cure the related Margin Deficits or its designee pursuant to Article 4(aSection 16(f)(ii)(B) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds herein shall reduce the Repurchase Price for such Purchased Assets (of the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuationsrelated Transactions. (d) The failure or delay by of Purchaser, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of this Agreement or limit or waive the right of the Purchaser to do so at a later date date. Seller and Purchaser each agree that a failure or delay by a Purchaser to exercise its rights hereunder shall not limit or waive Purchaser’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) For the avoidance of doubt, it is hereby understood and agreed that Seller shall be responsible for satisfying any Margin Deficit existing as a result of any reduction of the Principal Balance of any Purchased Asset pursuant to any action by any bankruptcy court.

Margin Maintenance. a. If at any time the aggregate Market Value of all Purchased Assets subject to all Transactions is less than the aggregate Buyer's Margin Amount for all such Transactions (a) Purchaser maysuch event, at its option a "Margin Deficit"), then Buyer may by notice to the Sellers require the Sellers in such Transactions to transfer to Buyer either cash or additional Eligible Assets acceptable to Buyer in its sole discretion, re-determine the Market Value for any discretion ("Additional Purchased Asset at any time and from time to time. Upon the occurrence and during the continuance of a Margin Deficit Event with respect to any Purchased Asset, Purchaser may, by written notice to Seller substantially in the form of Exhibit VIII hereto Assets") within one (a “Margin Call”), require Seller to (i1) make a cash payment in reduction of the Repurchase Price Business Day of such Purchased Asset or notice by Buyer (ii) at it being understood that the option transfer of the Purchaser, deliver additional Eligible Assets to Purchaser, in each casethe Custodian and not the review by the Custodian of the additional Eligible Assets and subsequent issuance by the Custodian of a Trust Receipt shall satisfy the requirement to "transfer additional Eligible Assets"), so that after giving effect to the cash and aggregate Market Value of the Purchased Assets including any such payment Additional Purchased Assets will thereupon equal or deliveryexceed the aggregate Buyer's Margin Amount (such requirement, no a "Margin Deficit shall exist with respect to such Purchased AssetCall"). (bb. Notice required pursuant to Section 6(a) If a Margin Call is may be given by Purchaser under Article 4(a) any means provided in Section 36 hereof. Any notice given before 10:00 a.m. New York City time on any a Business Day at or prior to 10 a.m. (New York time)shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 4:00 p.m. (New York time) City time on the same day. If such Business Day; notice given after 10:00 a.m. New York City time on a Margin Call is given by Purchaser under Article 4(a) on any Business Day after 10 a.m. (New York time)shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 4:00 p.m. (New York time) City time on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) . The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer's rights under this Agreement or otherwise existing by law or in any way create additional rights for SellerSellers.

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

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset a. If at any time and from time the outstanding Purchase Price of any Purchased Certificate or Contributed Asset subject to time. Upon a Transaction is greater than the occurrence and during Asset Value of such Purchased Certificate or Contributed Asset subject to a Transaction (a “Margin Deficit”), then Buyer may by notice to any Seller require such Seller to transfer to Buyer cash in an amount at least equal to the continuance of a Margin Deficit Event with respect to any Purchased Asset(such requirement, Purchaser may, by written notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller such amount to (i) make a cash payment in reduction be applied to reduce the Purchase Price of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaseraffected Contributed Asset, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Assetas applicable. (b) If a Margin Call is b. Notice delivered pursuant to Section 6.a above may be given by Purchaser under Article 4(a) on any Business Day at written or prior to 10 electronic means. Any notice given before 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 2:00 p.m. (New York City time) on the same day. If following Business Day (the foregoing time requirements for satisfaction of a Margin Call is given by Purchaser under Article 4(a) on any Business Day after 10 a.m. (New York time), the Seller shall cure the related Margin Deficit are referred to as provided in Article 4(a) no later than 5:00 p.m. (New York time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) ). The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for each Seller. c. In the event that a Margin Deficit exists with respect to any Purchased Certificate or Contributed Asset, Buyer may retain any funds received by it to which each Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against the Purchase Price of any Purchased Certificate or Contributed Asset for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. (a) Purchaser may, at its option Agent shall determine the Market Value of the Purchased Assets on a daily basis as determined by Agent in its sole discretion. (b) If, re-determine as of any date of determination, the lesser of (a) 100% of the Principal Balance of the Eligible Mortgage Loans and (b) the aggregate Market Value of all related Purchased Assets subject to all Transactions, multiplied by the applicable Purchase Price Percentage is less than the Repurchase Price (excluding accrued Price Differential) for any Purchased Asset at any time and from time to time. Upon the occurrence and during the continuance of all such Transactions (a “Margin Deficit Event with respect to any Purchased AssetDeficit”), Purchaser then Agent may, by written notice to the Seller substantially in the form of Exhibit VIII hereto (as such notice is more particularly set forth below, a “Margin Call”), require Seller to transfer to the Purchaser or Purchaser’s designee cash or, at Purchaser’s option (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver and provided Seller has additional Eligible Assets Mortgage Loans), additional Eligible Mortgage Loans to Purchaser, in each case, so that after giving effect Purchaser (“Additional Purchased Mortgage Loans”) to such payment or delivery, no cure the Margin Deficit shall exist with respect to such Purchased Asset. (b) Deficit. If the Agent delivers a Margin Call is given by Purchaser under Article 4(ato the Seller on or prior to 11:00 a.m. (New York City time) on any Business Day at or prior to 10 a.m. (New York time)Day, then the Seller shall cure transfer cash or Additional Purchased Mortgage Loans to the related Margin Deficit as provided in Article 4(a) Purchaser or its designee no later than 5:00 p.m. (New York City time) on the same dayBusiness Day. If In the event the Agent delivers a Margin Call is given by Purchaser under Article 4(ato Seller after 11:00 a.m. (New York City time) on any Business Day after 10 a.m. Day, Seller shall be required to transfer cash or Additional Purchased Mortgage Loans no later than 12:00 noon (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York City time) on the immediately following next succeeding Business Day. (c) From time Any cash transferred to time, if (i) the Market Value of one Purchaser or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits its designee pursuant to Article 4(aSection 16(f)(ii) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds herein shall reduce the Repurchase Price for such Purchased Assets (of the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuationsrelated Transactions. (d) The failure or delay by of Purchaser, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of this Agreement or limit or waive the right of the Purchaser to do so at a later date date. Seller and Purchaser each agree that a failure or delay by Purchaser to exercise its rights hereunder shall not limit or waive Purchaser’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) For the avoidance of doubt, it is hereby understood and agreed that Seller shall be responsible for satisfying any Margin Deficit existing as a result of any reduction of the Principal Balance of any Purchased Asset pursuant to any action by any bankruptcy court.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset a. If at any time and from time to time. Upon the occurrence and during Margin Base is less than the continuance of aggregate Purchase Price for all outstanding Transactions (such deficiency, a "Margin Deficit Event with respect Deficit"), then Buyer may by notice to any Purchased Asset, Purchaser may, by written notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (isuch requirement, a "Margin Call") make a cash payment in reduction so that the Margin Base of the Repurchase Purchased Mortgage Loans will thereupon equal or exceed the aggregate Purchase Price of such Purchased Asset or (ii) at for all outstanding Transactions. Any cash transferred by the option of the Purchaser, deliver additional Eligible Assets Seller to Purchaser, in each case, so that after giving effect Buyer to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (b) If satisfy a Margin Call is shall be applied to reduce the Repurchase Price. b. Notice delivered pursuant to Section 6(a) hereof may be given by Purchaser under Article 4(a) any written means. Any notice given before 10:00 a.m. New York time on any a Business Day at or prior to 10 a.m. (New York time)shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York time) time on the same day. If such Business Day; notice given after 10:00 a.m. New York time on a Margin Call is given by Purchaser under Article 4(a) on any Business Day after 10 a.m. (New York time)shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York time) time on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets Day (the amount foregoing time requirements for satisfaction of such excess, a Margin Call are referred to as the “"Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) Deadlines"). The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. The Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer's rights under this Agreement or otherwise existing by law or in any way create additional rights for the Seller. c. On any day on which the Margin Base exceeds the aggregate Purchase Price of all Transactions, so long as no Default or Event of Default has occurred and is continuing: (1) Seller may prepare a Request for Additional Transactions for Excess Margin in the form of Exhibit O attached hereto ("Request for Additional Transactions for Excess Margin"), specifying (i) the Margin Base with respect to such Mortgage Loans sold hereunder before giving effect to the requested Transaction, (ii) the aggregate outstanding Purchase Price of the Transactions prior to giving effect to the requested Transaction, and (iii) a certification that, upon the consummation of the additional Transactions, the Margin Base will be equal to or greater than the aggregate outstanding Purchase Price of all outstanding Transactions, and the excess of the Margin Base over the aggregate outstanding Purchase Price, after giving effect to the Transaction, shall be the "Excess Margin". (2) Seller shall transmit via electronic transmission the Request for Additional Transactions for Excess Margin to Buyer prior to 12:00 noon, New York City time, on the requested Purchase Date. Upon confirming that the Request for Additional Transactions for Excess Margin correctly reflects the information set forth in Section 6(c)(1) hereof and that, after giving effect to the requested Transaction, the amount of the Margin Base would be equal to or greater than the aggregate outstanding Purchase Price of all Transactions, Buyer shall remit the additional Purchase Price in the amount set forth in such Request for Additional Transactions for Excess Margin and send a revised Confirmation with respect to such Purchased Mortgage Loans. In the event that Buyer's assessment of the Margin Base would alter the information set forth in any Request for Additional Transactions for Excess Margin, Buyer shall promptly notify Seller in writing of such assessment. (3) Buyer shall not be obligated to remit the additional Purchase Price requested pursuant to a Request for Additional Transactions for Excess Margin which (i) Buyer reasonably determines is based on erroneous information or would result in a Transaction other than in accordance with the terms of this Agreement, or (ii) does not reflect Buyer's current determination of Market Value as provided in the definition thereof.

Margin Maintenance. a. If at any time the Market Value of any Purchased Mortgage Loan or REO Property subject to a Transaction is less than Buyer’s Margin Amount for such Purchased Mortgage Loan or REO Property (a) Purchaser maya “Margin Deficit”), then Buyer may by notice to Sellers require Sellers to transfer to Buyer cash in an amount at its option least equal to the Margin Deficit subject to or related to a Transaction or solely with the consent of Buyer in its sole discretion, re-determine the Market Value for any Purchased Asset at any time and from time additional Mortgage Loans or REO Property with a Purchase Price equal to time. Upon the occurrence and during the continuance of a such Margin Deficit Event with respect to any Purchased Asset(such requirement, Purchaser may, by written notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller . b. Notice delivered pursuant to (iSection 6(a) make a cash payment in reduction of the Repurchase Price of such Purchased Asset may be given by any written or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with electronic means. With respect to such Purchased Asset. (b) If a Margin Call is in the amount of less than 5% of the Purchase Price for all Transactions (a “Low Percentage Margin Call”), any notice given by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. before 5:00 p.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same day. If a Margin Call is following Business Day; notice given by Purchaser under Article 4(a) on any Business Day after 10 a.m. 5:00 p.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the immediately second Business Day following the date of such notice. With respect to all Margin Calls other than Low Percentage Margin Calls, any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. (c) From . The foregoing time requirements for satisfaction of a Margin Call are referred to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) ). The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for SellerSellers. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan or REO Property, Buyer may retain any funds received by it to which the Sellers or REO Subsidiary, as applicable, would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against the Repurchase Price of any Purchased Mortgage Loan or, without duplication, Release Price of any REO Property for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6. d. In the event that Sellers reasonably believe that the Market Value of all Purchased Assets exceeds the aggregate Buyer’s Margin Amount of all Purchased Assets by more than $3,000,000, Sellers may request that Buyer remit additional Purchase Price with respect to specific Purchased Assets to be identified by Sellers to Buyer, and Buyer will consider such request; provided that Buyer will make such determination in its sole discretion. Any additional Purchase Price remitted by Buyer to Sellers hereunder (and in the case of REO Properties, Purchase Price Increase) shall be added to the Purchase Price for the applicable Purchased Assets. For the avoidance of doubt, Buyer shall have no obligation to advance additional Purchase Price hereunder, and Buyer’s agreement to do so in any instance, shall not be deemed as Buyer’s agreement to do so in the future.

Margin Maintenance. (ai) Purchaser Daily until the expiration of the Termination Date (or less frequently if all Purchasers, in their sole and absolute discretion, so elect), the Custodian shall determine (A) the aggregate Recognized Value of all Purchased Mortgage Assets held by the Purchasers and (B) the Repurchase Price as of such date, and the Maximum Facility Amount as of such date. (ii) If, on any date, the aggregate Purchase Price exceeds the total Recognized Value of all Purchased Mortgage Assets held by the Purchasers that are Eligible Mortgage Assets (a “Margin Deficit”), the Administrative Agent may, at its option in its sole and absolute discretion, re-determine or shall if directed by the Market Value for any Purchased Asset at any time and from time to time. Upon the occurrence and during the continuance of a Margin Deficit Event with respect to any Purchased Asset, Purchaser mayMajority Banks, by written notice to Seller substantially in the form of Exhibit VIII hereto Sellers (a “Margin Call”), require Seller the Sellers to (i) make a transfer to the Purchasers cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Mortgage Assets that are reasonably acceptable to Purchaser, in each case, so that after giving effect the Purchasers (“Additional Purchased Mortgage Assets”) to eliminate such payment or delivery, no deficiency (“Margin Deficit shall exist with respect to such Purchased AssetMaintenance”). (biii) If Upon receipt of notice from the Administrative Agent at or prior to 11:00 a.m. New York City time (which may be transmitted by facsimile), each of the Sellers, as applicable, in its sole discretion, shall transfer either cash or the Additional Purchased Mortgage Assets no later than the close of business on the Business Day immediately following the date on which a Margin Call is given (“Margin Maintenance Payment Date”). Any cash transferred to any Purchaser pursuant hereto shall be held by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. (New York time), the Seller Custodian until the Repurchase Date and shall cure be applied against the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York time) Repurchase Price on the same day. If a Margin Call is given by Purchaser under Article 4(a) on any Business Day after 10 a.m. (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York time) on the immediately following Business Daynext Repurchase Date. (civ) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser mayEach Purchaser’s election, in its sole and absolute discretion, consider not to make a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Call at any time there is a Margin Deficits resulting from market fluctuations. (d) The failure or delay by Purchaser, on any one or more occasions, to exercise its rights under this Article 4 Deficit shall not change or alter the terms and conditions of this Agreement or limit or waive the right of Purchaser to do so at a later date or in any way create additional rights for Sellerlimit or impair its right to make a Margin Call at any time a Margin Deficit exists.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset If at any time the product of the aggregate Market Value of all Purchased Loans and from time to time. Upon Buyer’s Margin Ratio shall be less than the occurrence and during the continuance of aggregate outstanding Repurchase Price for such Purchased Loans, (a “Margin Deficit Event with respect to any Purchased AssetDeficit”), Purchaser may, then Buyer may by written notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), ) require Seller to transfer to Buyer (A) cash or (B) Additional Loans acceptable to Buyer in its sole and absolute discretion (such cash or Additional Loans paid by Seller to Buyer are herein referred to as “Additional Loans”), so that the sum of cash plus the product of (i) make a cash payment in reduction the aggregate Market Value of the Repurchase Price of Purchased Loans and such Purchased Asset or Additional Loans and (ii) Buyer’s Margin Ratio shall at least equal the option of aggregate outstanding Repurchase Price. Any cash received by Buyer pursuant to a Margin Call shall be applied to reduce the Purchaser, deliver additional Eligible Assets Outstanding Purchase Price. Seller’s failure to Purchaser, in each case, so that after giving effect to such payment or delivery, no cure any Margin Deficit as required by the preceding sentence prior to expiration of one (1) Business Day after notice shall exist with respect constitute an Event of Default under the Transaction Documents and shall entitle Buyer to such Purchased Assetexercise its remedies under Section 14 of this Agreement (including, without limitation, the liquidation remedy provided for in Section 14(iv) of this Agreement). (b) If a any Margin Call is given by Purchaser Buyer under Article 4(aSection 3(a) on any Business Day at or prior to 10 a.m. (New York time)of this Agreement, the Seller shall cure the related Margin Deficit transfer cash or Additional Loans as provided in Article 4(aSection 3(a) by no later than 5:00 p.m. one (New York time1) on the same day. If a Margin Call is given by Purchaser under Article 4(a) on any Business Day after 10 a.m. (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value giving of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits such notice. Notice required pursuant to Article 4(aSection 3(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excessthis Agreement may be given by any means, the “Margin Excess”) including by an amount of not less than $3,000,000telephone, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) telecopier or email transmission. The failure or delay by Purchaser, of Buyer on any one or more occasions, to exercise its rights under Section 3(a) of this Article 4 Agreement shall not constitute a waiver of such default or change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer or Seller to do so at a later date date. Buyer and Seller agree that any failure or delay by Buyer to exercise its rights under Section 3(a) of this Agreement shall not limit such party’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellersuch party. (c) If at any time the product of the aggregate Market Value of all Purchased Loans and Buyer’s Margin Ratio shall be greater than the aggregate outstanding Repurchase Price for such Purchased Loans (a “Margin Excess”), then Seller may by notice to Buyer require Buyer to transfer to Seller (1) cash or (2) Purchased Loans that become subject to this Agreement as Additional Loans so that the product of (i) the aggregate Market Value of the Purchased Loans and such Additional Loans and (ii) Buyer’s Margin Ratio shall not exceed the aggregate outstanding Repurchase Price. In no event shall any Purchased Loans that did not become subject to this Agreement in the form of Additional Loans be released from the lien of this Agreement due to a Margin Excess. (d) If any notice is given by Seller under Section 3(c) of this Agreement, Buyer shall transfer cash or Additional Loans as provided in Section 3(c) by no later than one (1) Business Day after the giving of such notice. Notice required pursuant to Section 3(c) of this Agreement may be given by any means, including by telephone, telecopier or email transmission. Buyer and Seller agree that any failure or delay by Seller on any one or more occasions to exercise its rights under Section 3(c) of this Agreement shall not constitute a waiver of such rights or limit such party’s rights under Section 3(c) of this Agreement or otherwise existing by law or in any way create additional rights for such party. In addition, in no event shall Buyer be required to create a Margin Deficit in order to comply with Section 3(d) of this Agreement. (e) Any cash transferred to Buyer pursuant to Section 3(a) of this Agreement shall be used to reduce the Repurchase Price. (f) If any representation or warranty within this Agreement is in fact not accurate, then notwithstanding any of the knowledge qualifiers, Buyer has the right to xxxx the asset to market with such frequency as deemed prudent in accordance with this Section 3.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset If at any time and from time the aggregate outstanding amount of any Purchase Price exceeds the related Asset Base in effect at such time, as determined on each Interim Payment Date (or, on a daily basis, in the event of the delivery of Eligible Securities or pledging of Pledged Margin Securities) after taking into account any Transaction being effected on such date (such excess, a “Margin Deficit”), then the related Buyers may by notice to time. Upon the occurrence and during related Seller require such Seller to eliminate the continuance of a Margin Deficit Event with respect to any Purchased Asset(such requirement, Purchaser may, by written notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller to ) by (i) make making a cash payment in Margin Call Payment, (ii) if there is no Borrowing Base Deficiency at such time, the reduction of the Repurchase Price value of such Purchased Asset the related Owner Trust Certificate, or (iiiii) at in the option sole discretion of the PurchaserBuyers (not to be unreasonably withheld), deliver additional Eligible Assets pledging a Pledged Margin Security to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Assetrelated Buyer. (b) If Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call is Call, any notice given by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. before 5:00 p.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same dayfollowing Business Day. If With respect to a Margin Call is Call, any notice given by Purchaser under Article 4(a) on any Business Day after 10 a.m. 5:00 p.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the immediately second (2nd) Business Day following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount date of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) notice. The failure or delay by Purchaserof any Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser any Buyer to do so at a later date date. Each of the Sellers and each of the Buyers agree that a failure or delay by any Buyer to exercise its rights hereunder shall not limit or waive such Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellerthe Sellers. (c) In the event that a Margin Deficit exists, each Buyer may retain any funds received by it to which the Sellers would otherwise be entitled hereunder, which funds (i) may be held by such Buyer against the related Margin Deficit or (ii) may be applied by such Buyer against the related Purchase Price. Notwithstanding the foregoing, each of the Buyers retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If the aggregate outstanding amount of an Asset Base exceeds the related Purchase Price as determined on each MRA Payment Date (such excess, a “Margin Excess”), then the related Seller may deliver a Margin Excess Notice to the related Buyer and request that such Buyer deliver additional Consideration in an amount not to exceed the amount of such Margin Excess indicated in such Margin Excess Notice. The related Seller shall deliver such Margin Excess Notice at least one (1) Business Day prior to the Interim Payment Date on which such Seller wishes to receive such amount. If the Margin Excess Notice has been timely provided, the related Buyer shall provide Consideration to the related Seller in the requested amount on the specified Interim Payment Date, which Consideration shall consist of (i) cash, to the extent the related Buyer has excess cash or is able to obtain cash by effectuating an increase in the VFN Principal Balance, (ii) release of Eligible Securities, (iii) issuance of additional Notes and (iv) otherwise, an increase in the value of the Owner Trust Certificate of the applicable Buyer.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-Agent shall determine the Market Value of the Purchased Assets on a daily basis as determined by Agent, in its sole good faith discretion. (b) If, as of any date of determination, the lesser of (i) 100% of the unpaid principal balance as of such date of all Purchased Assets then subject to all Transactions and (ii) the product of (x) the aggregate Market Value of all Purchased Assets then subject to all Transactions, taking into account the cash then on deposit in the Collection Account, multiplied by (y) the applicable Purchase Price Percentage, is less than the Repurchase Price (less the related Price Differential) for any Purchased Asset at any time and from time to time. Upon the occurrence and during the continuance of all such Transactions (a “Margin Deficit Event with respect to any Purchased AssetDeficit”), Purchaser then Agent may, by written notice to Seller substantially in the form of Exhibit VIII hereto (as such notice is more particularly set forth below, a “Margin Call”), require Seller to transfer to Purchaser or its designee cash or, at Purchaser’s option (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver and provided Seller has additional Eligible Assets Mortgage Loans), additional Eligible Mortgage Loans to Purchaser, in each case, so that after giving effect Purchaser (“Additional Purchased Mortgage Loans”) to such payment or delivery, no cure the Margin Deficit shall exist with respect to such Purchased Asset. (b) Deficit. If Agent delivers a Margin Call is given by Purchaser under Article 4(ato Seller on or prior to 11:00 a.m. (New York City time) on any Business Day at or prior to 10 a.m. (New York time)Day, the then Seller shall cure the related Margin Deficit as provided in Article 4(a) transfer cash or Additional Purchased Mortgage Loans to Purchaser or its designee no later than (i) 5:00 p.m. (New York City time) on the same dayBusiness Day. If In the event Agent delivers a Margin Call is given by Purchaser under Article 4(ato Seller after 11:00 a.m. (New York City time) on any Business Day after 10 a.m. (New York time)Day, the Seller shall cure the related Margin Deficit as provided in Article 4(a) be required to transfer cash or Additional Purchased Mortgage Loans no later than 5:00 (i) 12:00 p.m. (New York City time) on the immediately following next succeeding Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of Any cash payments made by Seller transferred to Purchaser to cure the related Margin Deficits or its designee pursuant to Article 4(aSection 16(f)(ii) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds herein shall reduce the Repurchase Price for such Purchased Assets (of the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuationsrelated Transactions. (d) The failure or delay by of Purchaser, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of this Agreement or limit or waive the right of Purchaser to do so at a later date date. Seller and Purchaser each agree that a failure or delay by a Purchaser to exercise its rights hereunder shall not limit or waive Purchaser’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) For the avoidance of doubt, it is hereby understood and agreed that Seller shall be responsible for satisfying any Margin Deficit existing as a result of any cram down of the unpaid principal balance of any Purchased Asset pursuant to any action by any bankruptcy court.

Margin Maintenance. (a) Purchaser may, a. If at its option in its sole discretion, re-determine any time the Market Value for of any Purchased Asset Mortgage Loan subject to a Transaction is less than Buyer’s Margin Amount for such Transaction (a “Margin Deficit”), then Buyer may by notice to any Seller given pursuant to Section 20 require Sellers to transfer to Buyer cash in an amount at any time and from time least equal to time. Upon the occurrence and during the continuance of a Margin Deficit Event with respect to any Purchased Asset(such requirement, Purchaser may, by written notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller to (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (bb. Any notice given pursuant to Section 6(a) If before 10:00 a.m. New York time on a Margin Call is given by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. (New York time)shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York time) time on the same day. If such Business Day; notice given after 10:00 a.m. New York time on a Margin Call is given by Purchaser under Article 4(a) on any Business Day after 10 a.m. (New York time)shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York time) time on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets Day (the amount foregoing time requirements for satisfaction of such excess, a Margin Call are referred to as the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) ). The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. The Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellerthe Sellers. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Sellers would otherwise be entitled hereunder up to an amount not to exceed the Margin Deficit and upon providing notice to the Sellers, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6 to the extent that Buyer has not exercised its rights under this Subsection (c). d. Notwithstanding anything to the contrary herein, if a Margin Deficit occurs with respect to a Medium Purchase Price Mortgage Loan or a Low Purchase Price Mortgage Loan, which, if considered to be a High Purchase Price Mortgage Loan, would not cause a Margin Deficit to occur, then Seller may transfer to Buyer cash in an amount at least equal to the Margin Deficit, provided that such cash is sufficient to ensure such Purchased Mortgage Loan is fully compliant as a Medium Purchase Price Mortgage Loans or a Low Purchase Price Mortgage Loan, as applicable.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset If at any time and from time the aggregate Market Value of all Purchased Loans subject to time. Upon all Transactions is less than the occurrence and during the continuance of aggregate MV Margin Amount for all such Transactions (such event, a “Margin Deficit Event with respect to any Purchased AssetDeficit”), Purchaser then Buyer may, by written notice to Seller, require Seller substantially in such Transactions to transfer to Buyer cash or, at Buyer’s option (and provided Seller has additional Eligible Loans), additional Eligible Loans (“Additional Purchased Loans”) on a servicing released basis within one (1) Business Day of such notice by Buyer, so that the form cash and aggregate Market Value of Exhibit VIII hereto the Purchased Loans, including any such Additional Purchased Loans, will thereupon equal or exceed such aggregate MV Margin Amount (either requirement, a “Margin Call”); provided that if Seller transfers cash, require Seller to (i) make Buyer shall deposit such cash into a cash payment in reduction of non-interest bearing account until the next succeeding Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased AssetDate. (b) If a Margin Call is Notice required pursuant to Section 6(a) may be given by Purchaser under Article 4(a) any means provided in Section 21 hereof. Any notice given on any a Business Day at or prior to 10 11:00 a.m. (New York City time)) shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same dayBusiness Day. If Any notice given on a Margin Call is given by Purchaser under Article 4(a) on any Business Day after 10 following 11:00 a.m. (New York City time)) shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 1:00 p.m. (New York City time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) . The failure or delay by Purchaserof Buyer, on 30 any one or more occasions, to exercise its rights under this Article 4 Section 6, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset a. If at any time and from time the aggregate Market Value of all Purchased Assets subject to time. Upon all Transactions is less than the occurrence and during the continuance of aggregate Buyer’s Margin Amount for all such Transactions (a “Margin Deficit Event with respect to any Purchased AssetDeficit”), Purchaser may, then Buyer may by written notice to the related Seller substantially require the related Seller in such Transactions to transfer to Buyer cash so that the form cash and aggregate Market Value of Exhibit VIII hereto the Purchased Assets will thereupon equal or exceed such aggregate Buyer’s Margin Amount (such requirement, a “Margin Call”), require Seller to (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (bb. Notice required pursuant to Section 6(a) If a Margin Call is may be given by Purchaser under Article 4(a) any means provided in Section 35 hereof. Any notice given before 11:00 a.m. New York time on any a Business Day at or prior to 10 a.m. (New York time)shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York time) time on the same day. If such Business Day; notice given after 11:00 a.m. New York time on a Margin Call is given by Purchaser under Article 4(a) on any Business Day after 10 a.m. (New York time)shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York time) time on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) . The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. The related Seller, the Guarantor and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellerthe related Seller or the Guarantor. c. If the Sellers and the Guarantor fail to cure a Margin Deficit up to the Maximum Recourse Amount within the time period set forth in subsection (b) above, such failure shall be considered an Event of Default under Section 18 of this Agreement. If the Sellers and the Guarantor fail to cure the amount of a Margin Deficit that is in excess of the Maximum Recourse Amount (the “Excess Deficit Amount”) within the time period set forth in subsection (b) above, all collections on Eligible Assets that are subject to this Agreement must be immediately deposited by Seller into a controlled account (the “Buyer Controlled Account”) for the benefit of the Buyer. The Buyer may use such collections in the Buyer Controlled Account to satisfy any amount owed to Buyer under this Agreement, including, but not limited to, the Excess Deficit Amount. The Sellers and the Guarantor shall have five (5) calendar days to pay the Excess Deficit Amount to the Buyer by wire transfer in immediately available funds (such time period, the “Excess Deficit Amount Grace Period”) to Buyer, provided that no Event of Default exists under this Agreement. If the Sellers and the Guarantor fail to provide the Excess Deficit Amount to Buyer prior to the end of such Excess Deficit Amount Grace Period, such failure shall be considered an Event of Termination under Section 18 of this Agreement (but not an Event of Default).

Margin Maintenance. (a) Purchaser may, a. If at its option in its sole discretion, re-determine any time the Market Value for of any Purchased Asset Mortgage Loan subject to a Transaction is less than Buyer's Margin Amount for such Transaction (a "Margin Deficit"), then Buyer may by notice to any Seller given pursuant to Section 20 require Sellers to transfer to Buyer cash in an amount at any time and from time least equal to time. Upon the occurrence and during the continuance of a Margin Deficit Event with respect to any Purchased Asset(such requirement, Purchaser may, by written notice to Seller substantially in the form of Exhibit VIII hereto (a “"Margin Call”"), require Seller to (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (bb. Any notice given pursuant to Section 6(a) If before 10:00 a.m. New York time on a Margin Call is given by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. (New York time)shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York time) time on the same day. If such Business Day; notice given after 10:00 a.m. New York time on a Margin Call is given by Purchaser under Article 4(a) on any Business Day after 10 a.m. (New York time)shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York time) time on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets Day (the amount foregoing time requirements for satisfaction of such excess, a Margin Call are referred to as the “"Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) Deadlines"). The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. The Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer's rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellerthe Sellers. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Sellers would otherwise be entitled hereunder up to an amount not to exceed the Margin Deficit and upon providing notice to the Sellers, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6 to the extent that Buyer has not exercised its rights under this Subsection (c).

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

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset a. If at any time and from time to time. Upon the occurrence and during the continuance outstanding Purchase Price of a Margin Deficit Event with respect to any Purchased AssetMortgage Loan subject to a Transaction is greater than the Asset Value of such Purchased Mortgage Loan subject to a Transaction (a “Margin Deficit”), Purchaser may, then Buyer may by written notice to Seller substantially require Seller to transfer to Buyer cash in an amount at least equal to the form of Exhibit VIII hereto Margin Deficit (such requirement, a “Margin Call”), require Seller ) . b. Notice delivered pursuant to (iSection 6(a) make a cash payment in reduction of the Repurchase Price of such Purchased Asset may be given by any written or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with electronic means. With respect to such Purchased Asset. (b) If a all Margin Call is Calls, any notice given by Purchaser under Article 4(a) on any Business Day at or prior to 10 before 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same day. If a Margin Call is such Business Day; notice given by Purchaser under Article 4(a) on any Business Day after 10 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets Day (the amount foregoing time requirements for satisfaction of such excess, a Margin Call are referred to as the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) ). The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against the Repurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset a. If at any time and from time the Asset Value of the Purchased Mortgage Loans subject to time. Upon Transactions is less than the occurrence and during then outstanding Purchase Price for all Transactions (a “Margin Deficit”), then the continuance of a Administrative Agent may by notice to Sellers require Sellers to transfer to Administrative Agent cash in an amount equal to the Margin Deficit Event with respect to any Purchased Asset(such requirement, Purchaser may, by written notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller to (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (b) If a Margin Call is b. Any notice given by Purchaser under Article 4(a) on any Business Day at or prior to 10 before 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same day. If a Margin Call is such Business Day; notice given by Purchaser under Article 4(a) on any Business Day after 10 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets Day (the amount foregoing time requirements for satisfaction of such excess, a Margin Call are referred to as the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) ). The failure or delay by Purchaserof any Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser such Buyer to do so at a later date date. Sellers and Buyers each agree that a failure or delay by any Buyer to exercise its rights hereunder shall not limit or waive such Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for SellerSellers. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, the Administrative Agent may retain any funds received by it to which the Sellers would otherwise be entitled hereunder up to an amount not to exceed the Margin Deficit and upon providing notice to the Sellers, which funds (i) shall be held by Administrative Agent against the related Margin Deficit and (ii) may be applied by Administrative Agent against any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6 to the extent that Administrative Agent has not exercised its rights under this subsection (c).

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset a. If at any time the outstanding Purchase Price of any Purchased Mortgage Loan subject to a Transaction is greater than the Asset Value of such Purchased Mortgage Loan subject to a Transaction (a “Margin Deficit”) and from time to time. Upon in the occurrence and during the continuance case of a Margin Deficit Event solely in connection with respect to any Purchased Asseta mxxx-to-market adjustment as determined by Buyer in its sole discretion such Margin Deficit is greater than the Margin Threshold, Purchaser may, then Buyer may by written notice (which may be via email) to Seller substantially require Seller to transfer to Buyer cash in an amount at least equal to the form of Exhibit VIII hereto Margin Deficit (such requirement, a “Margin Call”), require Seller . b. Notice delivered pursuant to (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset Section 6.a above may be given by any written or (ii) electronic means at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, address or email address set forth in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (b) If a Margin Call is Section 20. Any notice given by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. before 12:00 p.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 12:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 1:00 p.m. (New York City time) on the same day. If following Business Day (the foregoing time requirements for satisfaction of a Margin Call is given by Purchaser under Article 4(a) on any Business Day after 10 a.m. (New York time), the Seller shall cure the related Margin Deficit are referred to as provided in Article 4(a) no later than 5:00 p.m. (New York time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) ). The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against the Repurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset If at any time and from time the aggregate outstanding amount of the Purchase Price exceeds the Asset Base in effect at such time, as determined on each Interim Payment Date (or, on a daily basis, in the event of the delivery of Eligible Securities or pledging of Pledged Margin Securities) after taking into account any Transaction being effected on such date (such excess, a “Margin Deficit”), then the Buyer may by notice to time. Upon the occurrence and during Seller require the continuance of a Seller to eliminate the Margin Deficit Event with respect to any Purchased Asset(such requirement, Purchaser may, by written notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller to ) by (i) make making a cash payment in Margin Call Payment, (ii) if there is no Borrowing Base Deficiency at such time, the reduction of the Repurchase Price value of such Purchased Asset the Owner Trust Certificate, or (iiiii) at in the option sole discretion of the PurchaserBuyer (not to be unreasonably withheld), deliver additional Eligible Assets pledging a Pledged Margin Security to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased AssetBuyer. (b) If Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call is Call, any notice given by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. before 5:00 p.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same dayfollowing Business Day. If With respect to a Margin Call is Call, any notice given by Purchaser under Article 4(a) on any Business Day after 10 a.m. 5:00 p.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the immediately second (2nd) Business Day following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount date of such excess, notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) . The failure or delay by Purchaserof the Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser the Buyer to do so at a later date date. Each of the Seller and the Buyer agrees that a failure or delay by the Buyer to exercise its rights hereunder shall not limit or waive the Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for the Seller. (c) In the event that a Margin Deficit exists, the Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) may be held by the Buyer against the related Margin Deficit or (ii) may be applied by the Buyer against the Purchase Price. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If the aggregate outstanding amount of the Asset Base exceeds the Purchase Price as determined on each MRA Payment Date (such excess, a “Margin Excess”), then Seller may deliver a Margin Excess Notice to Buyer and request Buyer to deliver additional Consideration in an amount not to exceed the amount of such Margin Excess indicated in such Margin Excess Notice. Seller shall deliver such Margin Excess Notice at least one (1) Business Day prior to the Interim Payment Date on which Seller wishes to receive such amount. If the Margin Excess Notice has been timely provided, the Buyer shall provide Consideration to the Seller in the requested amount on the specified Interim Payment Date, which Consideration shall consist of (i) cash, to the extent Buyer has excess cash or is able to obtain cash by effectuating an increase in the VFN Principal Balance, (ii) release of Eligible Securities, (iii) issuance of additional Notes and (iv) otherwise, an increase in the value of the Owner Trust Certificate.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset a. If at any time and from time the aggregate outstanding Purchase Price of the Underlying Mortgage Loans subject to time. Upon Transactions hereunder is greater than the occurrence and during the continuance aggregate Minimum Maintenance Amount of all Underlying Mortgage Loans subject to Transactions hereunder (a “Margin Deficit”) such Margin Deficit Event with respect to any Purchased Assetis greater than the Margin Threshold, Purchaser may, then Buyer may by written notice to Seller substantially require Seller to, at the option of Seller, either (1) transfer to Buyer cash, or (2) deposit cash into the Margin Account, in each case, in an amount at least equal to the form of Exhibit VIII hereto Margin Deficit (such requirement, a “Margin Call”). If Seller elects to deposit such cash into the Margin Account to cure a Margin Deficit, require thereafter, upon four (4) Business Days written notice to Buyer and the Paying Agent, Seller shall have the option to (i) make a designate all or any portion of such cash payment in reduction to be applied to reduce the Purchase Price of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Assetaffected Mortgage Loan(s). (b) If a Margin Call is b. Notice delivered pursuant to Section 6.a above may be given by Purchaser under Article 4(a) on any Business Day at written or prior to 10 electronic means. Any notice given before 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same day. If a Margin Call is such Business Day; notice given by Purchaser under Article 4(a) on any Business Day after 10 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets Day (the amount foregoing time requirements for satisfaction of such excess, a Margin Call are referred to as the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) ). The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Seller and Xxxxx each agree that a failure or delay by Xxxxx to exercise its rights hereunder shall not limit 126103752\V-5 or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. c. In the event that a Margin Deficit exists with respect to the Mortgage Loans, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer in the Margin Account against the related Margin Deficit and (ii) may be applied by Buyer against the Purchase Price of the Mortgage Loans for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of Section 6.a.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-Agent shall determine the Market Value for any of the Purchased Asset at any time and from time to timeAssets on a daily basis. Upon the occurrence and during the continuance of a Margin Deficit Event with respect to any Purchased AssetIf Seller disputes, Purchaser mayin good faith, such determination by written notice to the Agent and such dispute remains unresolved by the parties, Seller substantially may elect to terminate this Agreement by further written notice to the Agent. (b) If, as of any date of determination, the lesser of (a) 100% of the Principal Balance of the Eligible Mortgage Loans and (b) the aggregate Market Value of the Purchased Assets subject to all Transactions, taking into account the cash then on deposit in the form of Exhibit VIII hereto Collection Account, multiplied by the applicable Purchase Price Percentage is less than the Aggregate MRA Purchase Price (a “Margin Deficit”), then Agent may, by notice to the Seller (as such notice is more particularly set forth below, a “Margin Call”), require Seller to (i) make a transfer to the Purchaser or the Purchaser’s designee cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) or, at the Purchaser’s option of the Purchaser, deliver (and provided Seller has additional Eligible Assets Mortgage Loans), additional Eligible Mortgage Loans to Purchaser, in each case, so that after giving effect the Purchaser (“Additional Purchased Mortgage Loans”) to such payment or delivery, no cure the Margin Deficit shall exist with respect to such Purchased Asset. (b) Deficit. If the Agent delivers a Margin Call is given by Purchaser under Article 4(ato Seller on or prior to 11:00 a.m. (New York City time) on any Business Day at or prior to 10 a.m. (New York time)Day, then the Seller shall cure transfer cash or Additional Purchased Mortgage Loans to the related Margin Deficit as provided in Article 4(a) Purchaser or its designee no later than 5:00 p.m. (New York City time) on the same dayBusiness Day. If In the event the Agent delivers a Margin Call is given by Purchaser under Article 4(ato Seller after 11:00 a.m. (New York City time) on any Business Day after 10 a.m. Day, Seller shall be required to transfer cash or Additional Purchased Mortgage Loans no later than 12:00 noon (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York City time) on the immediately following next succeeding Business Day. (c) From time Any cash transferred to time, if (i) the Market Value of one Purchaser or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits its designee pursuant to Article 4(aSection 16(f)(ii)(B) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds herein shall reduce the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuationsone or more Transactions. (d) The failure or delay by of Purchaser, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of this Agreement or limit or waive the right of the Purchaser to do so at a later date date. Seller and Purchaser each agree that a failure or delay by Purchaser to exercise its rights hereunder shall not limit or waive the Purchaser’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) For the avoidance of doubt, it is hereby understood and agreed that Seller shall be responsible for satisfying any Margin Deficit existing as a result of any reduction of the Principal Balance (pursuant to any action by any bankruptcy court) of any Purchased Asset sold by Seller to Purchaser.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset If at any time and from time the aggregate Market Value of all Purchased Loans subject to time. Upon all Transactions is less than the occurrence and during the continuance of aggregate MV Margin Amount for all such Transactions (such event, a “Margin Deficit Event with respect to any Purchased AssetDeficit”), Purchaser then Buyer may, by written notice to Seller, require Seller substantially in such Transactions to transfer to Buyer cash or, at Buyer’s option (and provided Seller has additional Eligible Loans), additional Eligible Loans (“Additional Purchased Loans”) within one (1) Business Day of such notice by Buyer, so that the form cash and aggregate Market Value of Exhibit VIII hereto the Purchased Loans, including any such Additional Purchased Loans, will thereupon equal or exceed such aggregate MV Margin Amount (either requirement, a “Margin Call”); provided that if Seller transfers cash, require Seller to (i) make Buyer shall deposit such cash into a cash payment in reduction of non-interest bearing account until the next succeeding Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased AssetDate. (b) If a Margin Call is Notice required pursuant to Section 6(a) may be given by Purchaser under Article 4(a) any means provided in Section 21 hereof. Any notice given on any a Business Day at or prior to 10 11:00 a.m. (New York City time)) shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same dayBusiness Day. If Any notice given on a Margin Call is given by Purchaser under Article 4(a) on any Business Day after 10 following 11:00 a.m. (New York City time)) shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 1:00 p.m. (New York City time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) . The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 Section 6, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset a. If at any time and from time the Asset Value of the Purchased Mortgage Loans subject to time. Upon Transactions is less than the occurrence and during then outstanding Purchase Price for all Transactions (a “Margin Deficit”), then the continuance of a Administrative Agent may by notice to Sellers require Sellers to transfer to Administrative Agent cash in an amount equal to the Margin Deficit Event with respect to any Purchased Asset(such requirement, Purchaser may, by written notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller to (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (b) If a Margin Call is b. Any notice given by Purchaser under Article 4(a) on any Business Day at or prior to 10 before 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same day. If a Margin Call is such Business Day; notice given by Purchaser under Article 4(a) on any Business Day after 10 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets Day (the amount foregoing time requirements for satisfaction of such excess, a Margin Call are referred to as the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) ). The failure or delay by Purchaserof Administrative Agent, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Administrative Agent to do so at a later date date. Sellers, Administrative Agent and Buyers each agree that a failure or delay by Administrative Agent to exercise its rights hereunder shall not limit or waive Administrative Agent’s rights under this Agreement or otherwise existing by law or in any way create additional rights for SellerSellers. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, the Administrative Agent may retain any funds received by it to which the Sellers would otherwise be entitled hereunder up to an amount not to exceed the Margin Deficit and upon providing notice to the Sellers, which funds (i) shall be held by Administrative Agent against the related Margin Deficit and (ii) may be applied by Administrative Agent against any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6 to the extent that Administrative Agent has not exercised its rights under this subsection (c). The Administrative Agent shall exercise its rights under this Section 6 at the direction of any Buyer.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset a. If at any time the aggregate outstanding Purchase Price of the Trust Mortgage Loans and from time REO Properties subject to time. Upon the occurrence Transactions is greater than the Maximum Maintenance Amount (a “Margin Deficit”) and during the continuance of a such Margin Deficit Event with respect to any Purchased Assetis greater than the Margin Threshold, Purchaser may, then Buyer may by written notice to Seller substantially require Seller to, at the option of Seller, either (1) transfer to Buyer cash or (2) deposit cash into the Margin Account, in each case, in an amount at least equal to the form of Exhibit VIII hereto Margin Deficit (such requirement, a “Margin Call”). If the Seller elects to deposit such cash into the Margin Account to cure a Margin Deficit, require thereafter, upon four (4) Business Days written notice to the Buyer and the Paying Agent, Seller shall have the option to (i) make a designate all or any portion of such cash payment in reduction to be applied to reduce the Purchase Price of the Repurchase Price of such Purchased Asset affected Trust Mortgage Loan or (ii) at the option of the PurchaserREO Property, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Assetas applicable. (b) If a Margin Call is b. Notice delivered by Buyer pursuant to Section 6.a above may be given by Purchaser under Article 4(a) on any Business Day at written or prior to 10 electronic means. Any notice given before 11:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same day. If a Margin Call is following Business Day; notice given by Purchaser under Article 4(a) on any Business Day after 10 11:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the immediately second following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets Day (the amount foregoing time requirements for satisfaction of such excess, a Margin Call are referred to as the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) ). The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. c. If a Margin Deficit exists with respect to the Trust Mortgage Loans or REO Properties, Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against the Purchase Price of the Trust Mortgage Loans or REO Properties for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset a. If at any time and from time to time. Upon the occurrence and during the continuance outstanding Purchase Price of a Margin Deficit Event with respect to any Purchased AssetMortgage Loan subject to a Transaction is greater than the Asset Value of such Purchased Mortgage Loan subject to a Transaction (a “Margin Deficit”), Purchaser may, then Administrative Agent may by written notice to Seller substantially require Seller to transfer to Administrative Agent for the benefit of Buyers cash in an amount at least equal to the form of Exhibit VIII hereto Margin Deficit (such requirement, a “Margin Call”), require Seller to (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (bb. Notice delivered pursuant to Section 6(a) If a Margin Call is above may be given by Purchaser under Article 4(a) on any Business Day at written or prior to 10 a.m. electronic means. Any notice given before 1:00 p.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 1:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 1:00 p.m. (New York City time) on the same day. If following Business Day (the foregoing time requirements for satisfaction of a Margin Call is given by Purchaser under Article 4(a) on any Business Day after 10 a.m. (New York time), the Seller shall cure the related Margin Deficit are referred to as provided in Article 4(a) no later than 5:00 p.m. (New York time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) ). The failure or delay by Purchaserof Administrative Agent, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Administrative Agent to do so at a later date date. Seller and Administrative Agent each agree that a failure or delay by Administrative Agent to exercise its rights hereunder shall not limit or waive Administrative Agent’s or Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Administrative Agent may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) shall be held by Administrative Agent against the related Margin Deficit and (ii) may be applied by Administrative Agent against the Repurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6. d. If at any time the Asset Value (assuming for purposes of this subsection that Asset Value does not exceed the unpaid principal balance of the related Purchased Mortgage Loan) of any Purchased Mortgage Loan subject to a Transaction hereunder as of any date of determination is greater than the Purchase Price (assuming for purposes of this subsection that Purchase Price does not exceed the unpaid principal balance of the related Purchased Mortgage Loan) for such Purchased Mortgage Loan for a Transaction (a “Margin Excess”), then Seller may, by delivery of written notice to Administrative Agent by 10:00 a.m. (New York Time) on any Business Day (an “Excess Margin Notice”), request that Administrative Agent reallocate the Purchase Price of Purchased Mortgage Loans with such Margin Excess in order to facilitate the release of other Purchased Mortgage Loans which, following such reallocation, will have a Purchase Price of zero. Administrative Agent shall not be obligated to remit Margin Excess or release Purchased Mortgage Loans pursuant to above to the extent (A) it would cause the outstanding Purchase Price to exceed the Maximum Aggregate Purchase Price; (B) a Default or Event of Default has occurred and is continuing or would exist after such action by Administrative Agent; (C) such action would be inconsistent with Administrative Agent’s determination of Asset Value in accordance with this Agreement; or (D) such action would cause a Margin Deficit.

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

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset If at any time and from time the aggregate Market Value of all Purchased Loans subject to time. Upon all Transactions is less than the occurrence and during the continuance of aggregate MV Margin Amount for all such Transactions (such event, a “Margin Deficit Event with respect to any Purchased AssetDeficit”), Purchaser then Buyer may, by written notice to Seller, require Seller substantially in such Transactions to transfer to Buyer cash or, at Buyer’s option (and provided Seller has additional Eligible Loans), additional Eligible Loans (“Additional Purchased Loans”) on a servicing released basis within one (1) Business Day of such notice by Buyer, so that the form cash and aggregate Market Value of Exhibit VIII hereto the Purchased Loans, including any such Additional Purchased Loans, will thereupon equal or exceed such aggregate MV Margin Amount (either requirement, a “Margin Call”); provided that if Seller transfers cash, require Seller to (i) make Buyer shall deposit such cash into a cash payment in reduction of non-interest bearing account until the next succeeding Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased AssetDate. (b) If a Margin Call is Notice required pursuant to Section 6(a) may be given by Purchaser under Article 4(a) any means provided in Section 21 hereof. Any notice given on any a Business Day at or prior to 10 11:00 a.m. (New York City time)) shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same dayBusiness Day. If Any notice given on a Margin Call is given by Purchaser under Article 4(a) on any Business Day after 10 following 11:00 a.m. (New York City time)) shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 1:00 p.m. (New York City time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) . The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 Section 6, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset If at any time and from time to the aggregate outstanding amount of the Purchase Price in connection with Receivables exceeds the Receivables Asset Base in effect at such time. Upon the occurrence and during the continuance of , as determined by Buyer (such excess, a “Receivables Margin Deficit Event with respect to any Purchased AssetDeficit”), Purchaser may, then Buyer may by written notice to Seller substantially require Seller to transfer to Buyer cash in an amount at least equal to the form Receivables Margin Deficit (such requirement, a “Receivables Margin Call”). (b) If at any time the aggregate outstanding amount of Exhibit VIII hereto the Purchase Price in connection with Servicing Rights exceeds the Servicing Rights Asset Base in effect at such time, as determined by Buyer (such excess, a “Servicing Rights Margin Deficit”), then Buyer may by notice to Seller require Seller to transfer to Buyer cash in an amount at least equal to the Servicing Rights Margin Deficit (such requirement, a “Servicing Rights Margin Call” and together with a Receivables Margin Call, a “Margin Call”), require Seller to (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (bc) If Notice delivered pursuant to Section 2.05(a) or Section 2.05(b) may be given by any written or electronic means. With respect to a Margin Call is in the amount of less than 5% of the outstanding principal amount of the Purchase Price (a “Low Percentage Margin Call”), any notice given by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. before 5:00 p.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same day. If a Margin Call is following Business Day; notice given by Purchaser under Article 4(a) on any Business Day after 10 a.m. 5:00 p.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the immediately second Business Day following the date of such notice. With respect to all Margin Calls other than Low Percentage Margin Calls, any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. (c) From . The foregoing time requirements for satisfaction of a Margin Call are referred to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) . The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (d) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset 3.1 If at any time and from time to time. Upon the occurrence and during the continuance of a any Margin Deficit Event with respect to any Purchased Assetshall exist, Purchaser then the Buyer may, by written notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”)Seller, require Seller to either (i) make immediately repurchase such Purchased Asset by payment to the Buyer of the Repurchase Price therefor or (ii) pay to the Buyer a cash payment in reduction portion of the Repurchase Price of such Purchased Asset in an aggregate amount equal to the amount of the Margin Deficit. Seller's failure to cure any Margin Deficit in accordance with this Section 3.1 within the time period specified in Section 3.2 shall constitute an Event of Default under the Transaction Documents and shall entitle the Buyers to exercise their remedies under Section 11 of the Agreement (including, without limitation, the liquidation remedy provided for in Section 11.2(e) of this Agreement). 3.2 Seller shall repurchase the applicable Purchased Asset or pay a portion of the Repurchase Price pursuant to Section 3.1 not later than 4:00 p.m., New York City time, on (i) if the Buyer shall have delivered to Seller the notice contemplated in Section 3.1 not later than 11:00 a.m., New York City time, on any Business Day, the first (1st) Business Day after the date such notice is delivered and (ii) at if the option of Buyer shall have delivered to Seller the Purchasernotice contemplated in Section 3.1 after 11:00 a.m., deliver additional Eligible Assets to PurchaserNew York City time, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (b) If a Margin Call is given by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. (New York time)Day, the Seller shall cure the related Margin Deficit as provided in Article 4(asecond (2nd) no later than 5:00 p.m. (New York time) on the same day. If a Margin Call is given by Purchaser under Article 4(a) on any Business Day after 10 a.m. (New York time), the Seller date such notice is delivered. Such notice may be given by means of facsimile transmission and shall cure be delivered in accordance with the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value terms of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) this Agreement. The failure or delay by Purchaser, of the Buyer on any one or more occasions, to exercise its rights under this Article 4 Section 3 shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser the Buyer to do so at a later date date. Seller agrees that any failure or delay by the Buyer to exercise its rights under this Section 3 shall not limit the Buyer's rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. 3.3 Any cash that is transferred to the Buyer pursuant to Section 3.1(i) of this Agreement on account of a Margin Deficit with respect to any Purchased Asset shall be applied to reduce the Repurchase Price for such Purchased Asset under the relevant Transaction and in such a manner as to produce the lowest possible Breakage Costs.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset If at any time and from time to time. Upon the occurrence and during aggregate outstanding amount of the continuance of a Margin Deficit Event Purchase Price with respect to any Purchased AssetParticipation Certificate exceeds the Asset Base with respect to such Participation Certificate in effect at such time, Purchaser as determined on each Payment Date after taking into account any Transaction being effected on such date (such excess, a “Margin Deficit”), then Buyer may, by written notice to Seller, require Seller substantially in to eliminate the form of Exhibit VIII hereto Margin Deficit (such requirement, a “Margin Call”), require Seller to ) by (i) make making a cash payment in reduction of the Repurchase Price of such Purchased Asset Margin Call Payment, or (ii) if there is no Borrowing Base Deficiency at such time, the option reduction of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Assetvalue of the Owner Trust Certificate. (b) If Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given [***] shall be met, and the related Margin Call satisfied, no later than [***]. With respect to a Margin Call, any notice given after [*** shall be met, and the related Margin Call satisfied, no later than [***]. The foregoing time requirements for satisfaction of a Margin Call is given by Purchaser under Article 4(a) on any Business Day at or prior are referred to 10 a.m. (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York time) on the same day. If a Margin Call is given by Purchaser under Article 4(a) on any Business Day after 10 a.m. (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuationsDeadlines. (d) ” The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Seller and Xxxxx each agree that a failure or delay by LEGAL02/43438678v9 Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Xxxxx retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05. (d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, after giving effect to any change in the Asset Base resulting from the addition of new MSRs (including the addition or reimbursement of Advance Reimbursement Amounts) (such excess, a “Margin Excess”), then Seller may deliver a Margin Excess Notice to Buyer and request Buyer to deliver additional Consideration in an amount not to exceed the amount of such Margin Excess indicated in such Margin Excess Notice. Seller shall deliver such Margin Excess Notice [***on which Seller wishes to receive such amount. If the Margin Excess Notice has been timely provided, Buyer shall provide Consideration to Seller in the requested amount on the specified Interim Payment Date, which Consideration shall consist of (i) cash, to the extent Buyer has excess cash or is able to obtain cash by effectuating an increase in the VFN Principal Balance and (ii) otherwise, an increase in the value of the Owner Trust Certificate. (e) Notwithstanding the foregoing, to the extent that the Buyer maintains excess cash, then, if requested by the Seller, the additional Consideration set forth in the applicable Margin Excess Notice shall be satisfied (in whole or in part) by the payment of such excess cash (i) if the Margin Excess Notice is delivered[***, then no later than [***], and (ii) if the Margin Excess Notice is delivered after [***], on [***] following delivery of such Margin Excess Notice.

Margin Maintenance. (a) Purchaser may, a. If at its option in its sole discretion, re-determine any time the Market Value for of any Purchased Asset at any time and from time Mortgage Loan subject to time. Upon the occurrence and during the continuance of a Transaction is less than Buyer’s Margin Deficit Event with respect to any Purchased AssetAmount for such Transaction (a “Margin Deficit”), Purchaser may, then Buyer may by written notice to Seller substantially require Seller to transfer to Buyer cash in an amount at least equal to the form of Exhibit VIII hereto Margin Deficit (such requirement, a “Margin Call”), require Seller ) . b. Notice delivered pursuant to (iSection 6(a) make a cash payment in reduction of the Repurchase Price of such Purchased Asset may be given by any written or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with electronic means. With respect to such Purchased Asset. (b) If a Margin Call is in the amount of less than 5% of the Purchase Price for all Transactions (a “Low Percentage Margin Call”), any notice given by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. before 5:00 p.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same day. If a Margin Call is following Business Day; notice given by Purchaser under Article 4(a) on any Business Day after 10 a.m. 5:00 p.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the immediately second Business Day following the date of such notice. With respect to all Margin Calls other than Low Percentage Margin Calls, any notice given before 10:00 a.m. (New York City time) on a Business Day. (c) From time to timeDay shall be met, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure and the related Margin Deficits pursuant to Article 4(aCall satisfied, no later than 5:00 p.m. (New York City time) minus on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the aggregate amount of related Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and Call satisfied, no later than 5:00 p.m. (iiiNew York City time) on the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets following Business Day (the amount foregoing time requirements for satisfaction of such excess, a Margin Call are referred to as the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) ). The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against the Repurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset 3.1 If at any time and from time to time. Upon the occurrence and during the continuance of a any Margin Deficit Event with respect to any Purchased Assetshall exist, Purchaser then the Buyer may, by written notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”)Seller, require Seller to cure such Margin Deficit within the time required by Section 3.2 by either, at Seller’s option, (i) make repurchasing such Purchased Asset by payment to the Buyer of the Repurchase Price therefor or (ii) paying to the Buyer a cash payment in reduction portion of the Repurchase Price of such Purchased Asset or (ii) at in an aggregate amount equal to the option amount of the Purchaser, deliver additional Eligible Assets Margin Deficit. Seller’s failure to Purchaser, in each case, so that after giving effect to such payment or delivery, no cure any Margin Deficit in accordance with this Section 3.1 within the time period specified in Section 3.2 shall exist with respect constitute an Event of Default under the Transaction Documents and shall entitle the Buyers to such Purchased Assetexercise their remedies under Section 11 of the Agreement (including, without limitation, the liquidation remedy provided for in Section 11.2(e) of this Agreement). (b) If 3.2 Seller shall repurchase the applicable Purchased Asset or pay a Margin Call is given by Purchaser under Article 4(a) on any Business Day at or prior portion of the Repurchase Price pursuant to 10 a.m. (Section 3.1 not later than 4:00 p.m., New York City time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York time) on the same day. If a Margin Call is given by Purchaser under Article 4(asecond (2nd) on any Business Day after 10 a.m. (New York time), the Seller date such notice is delivered. Such notice may be given by means of facsimile transmission and shall cure be delivered in accordance with the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value terms of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) this Agreement. The failure or delay by Purchaser, of the Buyer on any one or more occasions, to exercise its rights under this Article 4 Section 3 shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser the Buyer to do so at a later date date. Seller agrees that any failure or delay by the Buyer to exercise its rights under this Section 3 shall not limit the Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. 3.3 Any cash that is transferred to the Buyer pursuant to Section 3.1(i) of this Agreement on account of a Margin Deficit with respect to any Purchased Asset shall be applied to reduce the Repurchase Price for such Purchased Asset under the relevant Transaction.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-Agent shall determine the Market Value of the Purchased Assets on a daily basis as determined by Agent in its sole good faith discretion. (b) If, as of any date of determination, the product of (i) the lesser of (x) 98% of the unpaid principal balance as of such date of all Purchased Assets then subject to all Transactions and (y) the aggregate Market Value of all Purchased Assets then subject to all Transactions, taking into account the cash then on deposit in the Collection Accounts, multiplied by (ii) the applicable Purchase Price Percentage is less than the Repurchase Price (less the related Price Differential) for any Purchased Asset at any time and from time to time. Upon the occurrence and during the continuance of all such Transactions (a “Margin Deficit Event with respect to any Purchased AssetDeficit”), Purchaser then Agent may, by written notice to the Seller substantially in the form of Exhibit VIII hereto (as such notice is more particularly set forth below, a “Margin Call”), require Seller to (i) make a transfer to the related Purchaser or the related Purchaser's designee cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) or, at the related Purchaser's option of the Purchaser, deliver (and provided Seller has additional Eligible Assets Mortgage Loans), additional Eligible Mortgage Loans to Purchaser, in each case, so that after giving effect the related Purchaser (“Additional Purchased Mortgage Loans”) to such payment or delivery, no cure the Margin Deficit shall exist with respect to such Purchased Asset. (b) Deficit. If the Agent delivers a Margin Call is given by Purchaser under Article 4(ato the Seller on or prior to 11:00 a.m. (New York City time) on any Business Day at or prior to 10 a.m. (New York time)Day, then the Seller shall cure transfer cash or Additional Purchased Mortgage Loans to the related Margin Deficit as provided in Article 4(a) Purchaser or its designee no later than (i) 5:00 p.m. (New York City time) on the same dayBusiness Day. If In the event the Agent delivers a Margin Call is given by Purchaser under Article 4(ato Seller after 11:00 a.m. (New York City time) on any Business Day after 10 a.m. (New York time)Day, the Seller shall cure the related Margin Deficit as provided in Article 4(a) be required to transfer cash or Additional Purchased Mortgage Loans no later than 5:00 (i) 12:00 p.m. (New York City time) on the immediately following next succeeding Business Day. (c) From time Any cash transferred to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits Purchaser or its designee pursuant to Article 4(aSection 16(f)(ii) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds herein shall reduce the Repurchase Price for such Purchased Assets (of the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuationsrelated Transactions. (d) The failure or delay by Purchaserof Purchasers, on any one or more occasions, to exercise its their rights under this Article 4 hereunder, shall not change or alter the terms and conditions of this Agreement or limit or waive the right of Purchaser the Purchasers to do so at a later date date. Seller and Purchasers each agree that a failure or delay by a Purchaser to exercise its rights hereunder shall not limit or waive the related Purchaser's rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (e) For the avoidance of doubt, it is hereby understood and agreed that Seller shall be responsible for satisfying any Margin Deficit existing as a result of any cram down of the unpaid principal balance of any Purchased Asset pursuant to any action by any bankruptcy court.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset a. If at any time and from time to time. Upon the occurrence and during the continuance outstanding Purchase Price of a Margin Deficit Event with respect to any Purchased AssetMortgage Loan subject to a Transaction is greater than the Asset Value of such Purchased Mortgage Loan subject to a Transaction (a “Margin Deficit”), Purchaser may, then Administrative Agent may by written notice to Seller substantially require Seller to transfer to Administrative Agent for the benefit of Buyers cash in an amount at least equal to the form of Exhibit VIII hereto Margin Deficit (such requirement, a “Margin Call”), require Seller . b. Notice delivered pursuant to (iSection 6(a) make a cash payment in reduction of the Repurchase Price of such Purchased Asset may be given by any written or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with electronic means. With respect to such Purchased Asset. (b) If a all Margin Call is Calls, any notice given by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. before 1:00 p.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same day. If a Margin Call is such Business Day; notice given by Purchaser under Article 4(a) on any Business Day after 10 a.m. 1:00 p.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets Day (the amount foregoing time requirements for satisfaction of such excess, a Margin Call are referred to as the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) ). The failure or delay by Purchaserof Administrative Agent, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Administrative Agent to do so at a later date date. Seller and Administrative Agent each agree that a failure or delay by Administrative Agent to exercise its rights hereunder shall not limit or waive Administrative Agent’s or Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Administrative Agent may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) shall be held by Administrative Agent against the related Margin Deficit and (ii) may be applied by Administrative Agent against the Repurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. (a) Purchaser maya. If on any Asset Value Determination Date, at its option in its sole discretion, re-determine the Market Asset Value for of any Purchased Asset at any time and from time to time. Upon or Contributed Crop Loan is less than the occurrence and during the continuance of Purchase Price for such Purchased Asset or Contributed Crop Loan, as applicable (a “Margin Deficit Event with respect to any Purchased AssetDeficit”), Purchaser maythen, Buyer may by written notice to Seller substantially require Seller to transfer to Buyer cash in an amount at least equal to the form of Exhibit VIII hereto Margin Deficit (such requirement, a “Margin Call”), require Seller to (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (b) If a b. A Margin Call is may be given by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. written means. Any Margin Call received by Seller before [***] (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. [***] (New York City time) on the same dayapplicable Margin Deadline. If a A Margin Call is given received by Purchaser under Article 4(a) on any Business Day Seller after 10 a.m. [***] (New York time), the Seller shall cure the related Margin Deficit as provided in Article 4(a) no later than 5:00 p.m. (New York City time) on a Business Day or a date that is not a Business Day shall be deemed to be received on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) [***]. The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Seller Parties and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for SellerSeller Parties. c. In the event that a Margin Deficit exists with respect to any Purchased Asset or Contributed Crop Loan, Buyer may retain any funds received by it to which the Seller Parties would otherwise be entitled hereunder (which for the avoidance of doubt shall not include amounts due, owing and payable to the Master Servicer, Trustee, the Certificate Registrar and the Custodian pursuant to Section 8 hereof and subject to the limitations set forth therein), which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against the Purchase Price (or Purchase Price Increase) of any Purchased Asset for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. (a) Purchaser may, a. If at its option in its sole discretion, re-determine any time the Market Value for of any Purchased Asset at any time and from time Mortgage Loan subject to time. Upon the occurrence and during the continuance of a Transaction is less than Buyer’s Margin Deficit Event with respect to any Purchased AssetAmount for such Transaction (a “Margin Deficit”), Purchaser may, then Buyer may by written notice to Seller substantially require Seller to transfer to Buyer cash in an amount at least equal to the form of Exhibit VIII hereto Margin Deficit (such requirement, a “Margin Call”), require Seller to (i) make a cash payment in reduction of the Repurchase Price of such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (bb. Notice delivered pursuant to Section 6(a) If a Margin Call is above may be given by Purchaser under Article 4(a) on any Business Day at written or prior to 10 electronic means. Any notice given before 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same day. If a Margin Call is such Business Day; notice given by Purchaser under Article 4(a) on any Business Day after 10 10:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the immediately following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets Day (the amount foregoing time requirements for satisfaction of such excess, a Margin Call are referred to as the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) ). The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against the Repurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset at any time and from time to timein accordance with the definition of Market Value. Upon the occurrence and during the continuance of a Margin Deficit Event with respect to any Purchased Asset, Purchaser may, by written notice to Seller Sellers substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller Sellers to (i) at the option of Sellers, make a cash payment (in the Applicable Currency of the related Purchased Asset) or apply Margin Excess in reduction of the Repurchase Price of such Purchased Asset (in the Applicable Currency of the related Purchased Asset) or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment payment, application or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (b) If a Margin Call is given by Purchaser under Article 4(a) on any Business Day at or prior to 10 a.m. noon (New York City time or, with respect to a Foreign Purchased Asset, London time), the applicable Seller shall cure the related Margin Deficit as provided in Article 4(a) by no later than 5:00 p.m. (New York City time) on the same daynext succeeding Business Day. If a Margin Call is given by Purchaser under Article 4(a) on any Business Day after 10 a.m. noon (New York City time or, with respect to a Foreign Purchased Asset, London time), the Seller Sellers shall cure the related Margin Deficit as provided in Article 4(a) by no later than 5:00 p.m. (New York City time or, with respect to a Foreign Purchased Asset, London time) on the immediately following second succeeding Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) The failure or delay by Purchaser, on any one or more occasions, to exercise its rights under this Article 4 shall not change or alter the terms and conditions of this Agreement or limit or waive the right of Purchaser to do so at a later date or in any way create additional rights for any Seller.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine the Market Value for any Purchased Asset a. If at any time the aggregate outstanding Purchase Price of the Trust Mortgage Loans and from time REO Properties subject to time. Upon a Transaction is greater than the occurrence Minimum Maintenance Amount (a “Margin Deficit”) and during the continuance of a such Margin Deficit Event with respect to any Purchased Assetis greater than the Margin Threshold, Purchaser may, then Buyer may by written notice to Seller substantially require Seller to transfer to Buyer cash in an amount at least equal to the form of Exhibit VIII hereto Margin Deficit (such requirement, a “Margin Call”), require Seller such amount to (i) make a cash payment in reduction be applied to reduce the Purchase Price of the Repurchase Price of such Purchased Asset affected Trust Mortgage Loan or (ii) at the option of the PurchaserREO Property, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Assetas applicable. (b) If a Margin Call is b. Notice delivered pursuant to Section 6.a above may be given by Purchaser under Article 4(a) on any Business Day at written or prior to 10 electronic means. Any notice given before 11:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 p.m. (New York City time) on the same day. If a Margin Call is following Business Day; notice given by Purchaser under Article 4(a) on any Business Day after 10 11:00 a.m. (New York City time)) on a Business Day shall be met, the Seller shall cure and the related Margin Deficit as provided in Article 4(a) Call satisfied, no later than 5:00 2:00 p.m. (New York City time) on the immediately second following Business Day. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets Day (the amount foregoing time requirements for satisfaction of such excess, a Margin Call are referred to as the “Margin ExcessDeadlines”) by an amount of not less than $3,000,000, then Purchaser may, in its sole and absolute discretion, consider a request from Seller to transfer cash to Seller in an amount up to such Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Margin Deficits resulting from market fluctuations. (d) ). The failure or delay by Purchaserof Buyer, on any one or more occasions, to exercise its rights under this Article 4 hereunder, shall not change or alter the terms and conditions of to which this Agreement is subject or limit or waive the right of Purchaser Buyer to do so at a later date date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer's rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. c. In the event that a Margin Deficit exists with respect to the Trust Mortgage Loans or REO Properties, Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against the Purchase Price of the Trust Mortgage Loans or REO Properties for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. (a) Purchaser may, at its option in its sole discretion, re-determine Buyer determines the Market Value of the Purchased Assets at such intervals as determined by Buyer in its reasonable good faith discretion consistent with its valuation practices for any Purchased Asset similar loans being sold by sellers similar to Seller; provided, however, that the Seller may request that the Buyer provide reasonable detail regarding its determination of Market Value, as well as to demonstrate that such Market Value has been determined in accordance with the definition thereof. (b) If at any time the aggregate Purchase Price for all Purchased Assets subject to outstanding Transactions is greater than the product of (a) the Applicable Percentage and from time (b) the Market Value of all Purchased Assets (such excess, a “Margin Deficit”), then subject to time. Upon the occurrence and during the continuance last sentence of a Margin Deficit Event with respect to any Purchased Assetthis paragraph, Purchaser Buyer may, by written notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller to (i) make a transfer to Buyer cash payment in reduction of the Repurchase Price of an amount sufficient to cure such Purchased Asset or (ii) at the option of the Purchaser, deliver additional Eligible Assets to Purchaser, in each case, so that after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Asset. (b) Deficit. If Buyer delivers a Margin Call is given by Purchaser under Article 4(ato Seller on or prior to 10:00 a.m. (New York City time) on any Business Day at or prior to 10 a.m. (New York time)Day, the then Seller shall cure transfer the related Margin Deficit as provided in Article 4(a) required amount of cash or Substitute Assets to Buyer no later than 5:00 p.m. (New York City time) on the same dayBusiness Day of Seller’s receipt of such Margin Call. If In the event Buyer delivers a Margin Call is given by Purchaser under Article 4(ato a Seller after 10:00 a.m. (New York City time) on any Business Day after 10 a.m. (New York time)Day, Seller will be required to transfer the Seller shall cure the related Margin Deficit as provided in Article 4(a) required amount of cash no later than 5:00 p.m. (New York City time) on the immediately following date that is one (1) Business DayDay after Seller’s receipt of such Margin Call. Notwithstanding the foregoing, provided that no Default or Event of Default shall have occurred and be continuing, Buyer shall not require the Seller to satisfy a Margin Call and no Margin Call shall be required to be made unless the Margin Deficit shall equal or exceed $[***], as determined by Buyer in its reasonable, good faith discretion. (c) From time to time, if (i) the Market Value of one or more Purchased Assets has been reduced solely as a result of market fluctuations, (ii) the aggregate amount of cash payments made by Seller to Purchaser to cure the related Margin Deficits pursuant to Article 4(a) minus the aggregate amount of Margin Return Amounts with respect to such Purchased Assets exceeds $3,000,000 and (iii) the Margin Amount for such Purchased Assets exceeds the Repurchase Price for such Purchased Assets (the amount of such excess, the “Margin Excess”) by an amount of not less than $3,000,000, then Purchaser mayBuyer’s election, in its sole and absolute discretion, consider not to make a request from Seller Margin Call at any time there is a Margin Deficit will not in any way limit or impair its right to transfer cash to Seller in an amount up to such make a Margin Excess, but not exceeding the aggregate amount of cash payments made by Seller to Purchaser with respect to such Purchased Asset to cure Call at any time a Margin Deficits resulting from market fluctuationsDeficit exists. (d) The failure or delay by Purchaser, on any one or more occasions, Any cash transferred to exercise its rights under this Article 4 shall not change or alter Buyer pursuant to Section 6(b) above will be applied to the terms and conditions repayment of this Agreement or limit or waive the right Repurchase Price of Purchaser outstanding Transactions pursuant to do so at a later date or in any way create additional rights for SellerSection 4(b).