Common use of Margin Maintenance Clause in Contracts

Margin Maintenance. (a) If at any time Buyer’s Margin Amount for any Purchased Asset is less than the Repurchase Price for such Purchased Asset (a “Margin Deficit”), then, so long as such Margin Deficit equals or exceeds £150,000 (or the equivalent in the applicable Currency of the Purchased Asset), Buyer may by notice to Seller in the form of Exhibit VII (a “Margin Deficit Notice”) require Seller to (i) repurchase such Purchased Asset at its Repurchase Price, (ii) make a payment in reduction of the outstanding Purchase Price for such Purchased Asset (including by requesting a Margin Availability Advance pursuant to Section 3(w) for any other Purchased Asset for which there exists Margin Availability, and applying funds from such Margin Availability Advance to the applicable Margin Deficit, in the equivalent applicable Currency of the Purchased Asset that is the subject of the Margin Deficit) or (iii) choose any combination of the foregoing, such that, after giving effect to such transfers, repurchases and payments, Buyer’s Margin Amount for such Purchased Asset, shall be equal to or greater than the related Repurchase Price for such Purchased Asset. Seller shall perform the obligations under this Article 4(a) by the close of the next succeeding Business Day if the Margin Deficit Notice was received by Seller prior to 3:00 p.m. New York City time, or, the second (2nd) succeeding Business Day if the Margin Notice was received by Seller after 3:00 p.m. New York City time (the “Margin Deadline”).

Margin Maintenance. (a) If Buyer may, at its option in its sole discretion in accordance with the last sentence of this Article 4(a), determine if a Margin Deficit Event has occurred, at any time Buyer’s and from time to time. If a Margin Amount for any Purchased Asset is less than the Repurchase Price for such Purchased Asset (Deficit Event then exists that results in a “Margin Deficit”), then, so long as such Margin Deficit equals or exceeds £150,000 (or the equivalent in the applicable Currency of the Purchased Asset), then Buyer may by notice to Seller in the form of Exhibit VII (a “Margin Deficit Notice”) require Seller to (i) repurchase such Purchased Asset at its Repurchase Price, (ii) make a cash payment in reduction of the outstanding Purchase Price for such Purchased Asset (including by requesting a Margin Availability Advance pursuant to Section 3(w) for any other Purchased Asset for which there exists Margin Availability, and applying funds from such Margin Availability Advance to the applicable Margin Deficit, in the equivalent applicable Currency of the Purchased Asset that is the subject of the Margin Deficit) or (iii) choose any combination of the foregoing, such that, after giving effect to such transferspayment, repurchases and payments, Buyer’s no Margin Amount for such Purchased Asset, Deficit shall be equal exist with respect to or greater than the related Repurchase Price for such Purchased Asset. Seller shall perform the its payment obligations under this Article 4(a) by the close as follows: within two (2) Business Days after Seller’s receipt of the next succeeding Business Day if the Margin Deficit Notice was received by Seller prior to 3:00 p.m. New York City time, or, the second (2nd) succeeding Business Day if the Margin Notice was received by Seller after 3:00 p.m. New York City time from Buyer (the “Margin DeadlinePayment Date”), Seller shall make a payment to Buyer of all of Seller’s available cash on hand, up to a maximum payment amount equal to the total amount required to be paid by Seller to cure the Margin Deficit with respect to the applicable Purchased Asset, provided that, if Seller does not have sufficient available cash on hand to completely cure such Margin Deficit as required under the second sentence of this Article 4(a), then Seller shall: (A) make a payment to Buyer of all available cash on hand, (B) on or before the Margin Payment Date, communicate to Buyer Seller’s plan for funding the balance required to completely cure such Margin Deficit as required under the second sentence of this Article 4(a), which plan shall be subject to Buyer’s approval in its sole discretion, and (C) provided that Buyer has approved of Seller’s plan for funding the balance, fund the balance on or before the date that is three (3) Business Days after the Margin Payment Date. In making any determination that a Margin Deficit Event has occurred, Buyer shall utilize substantially similar methodologies to those that Buyer utilizes under similar repurchase facilities with similarly-situated sellers and the purchased assets under such repurchase facilities.

Margin Maintenance. (a) If at any time Upon the occurrence of a Credit Event relating to a Purchased Loan, Buyer may re-determine the value of the Mortgaged Property collateralizing such Purchased Loan in Buyer’s Margin Amount for any sole discretion and, if taking into account such re-determined value, the Buyer LTV of such Purchased Asset Loan is less greater than the Repurchase Price for Buyer LTV Maximum then applicable to such Purchased Asset Loan (such occurrence, a “Margin Deficit”), thenBuyer shall calculate the amount required to reduce the Purchase Price outstanding for such Purchased Loan such that the Buyer LTV of such Purchased Loan, so long as when recalculated with such reduced Purchase Price, is equal to the Buyer LTV Target then applicable to such Purchased Loan (such amount, a “Margin Deficit Amount”) and may require Sellers to pay to Buyer such Margin Deficit equals Amount. In payment or exceeds £150,000 (or partial payment of such Margin Deficit Amount, Buyer may, in its sole discretion, first elect to calculate if any Margin Excess exists in respect of any other Purchased Loan and, if such Margin Excess exists on such other Purchased Loan, Buyer may elect, in its sole discretion, to reallocate the equivalent in related Margin Excess Amount by increasing the applicable Currency Purchase Price of such other Purchased Loan and, on a dollar for dollar basis, decreasing the Purchase Price of the Purchased AssetLoan to which such Margin Deficit relates (a “Reallocation”). To the extent that a Reallocation takes place between a Purchased Loans related to one Seller and a Purchased Loan related to a different Seller, then such Sellers shall true-up the impact of such Reallocation. If no Reallocation takes place, or if a Reallocation does take place but such Reallocation does not result in payment in full of the Margin Deficit Amount, Buyer may by deliver a written notice to Seller in the form of Exhibit VII Sellers (a “Margin Deficit Notice”) require Seller requiring Sellers to (i) repurchase such Purchased Asset at its Repurchase Price, (ii) make a payment in reduction of pay the outstanding Purchase Price for such Purchased Asset (including by requesting a Margin Availability Advance pursuant to Section 3(w) for any other Purchased Asset for which there exists Margin Availability, and applying funds from such Margin Availability Advance to the applicable Margin Deficit, in the equivalent applicable Currency of the Purchased Asset that is the subject portion of the Margin DeficitDeficit Amount and Sellers shall be obligated to pay to Buyer, within two (2) or (iii) choose any combination Business Days of the foregoingdelivery of such Margin Deficit Notice by Buyer to Sellers, the remaining outstanding portion of the Margin Deficit Amount; provided that if, within two (2) Business Days of the delivery of such thatMargin Deficit Notice, after giving effect Sellers have paid to Buyer all available funds on hand (if any) and all amounts available to be drawn by each of them under any liquidity or subscription facility (if any) in payment of the remaining outstanding portion of the Margin Deficit Amount, and, if such transfers, repurchases and payments, Buyer’s Margin Amount for such Purchased Asset, shall be equal to or greater amount is less than the related Repurchase Price for such Purchased Asset. Seller shall perform the obligations under this Article 4(a) by the close remaining outstanding portion of the next succeeding Margin Deficit Amount, Sellers may extend the date for payment of the remaining outstanding portion of the Margin Deficit Amount until the date that is eleven (11) Business Day if Days after the date of delivery of the Margin Deficit Notice was received by Seller prior delivering to 3:00 p.m. New York City time, or, the Buyer on or before such second (2nd) succeeding Business Day if after the date of delivery of such Margin Deficit Notice Date a Payment Extension Certificate. All Margin Deficit Amounts paid to Buyer pursuant to this Section 4(a) with respect to any Purchased Loan shall be applied by Buyer to reduce the Purchase Price of such Purchased Loan. Notwithstanding the foregoing, upon receipt of a Margin Deficit Notice with respect to a Purchased Loan, the applicable Seller may elect, rather than pay to Buyer the Margin Notice was received Deficit Amount, to repurchase such Purchased Loan on or before the date for payment of such Margin Deficit Amount set forth in such Margin Deficit Notice, by Seller after 3:00 p.m. New York City time (payment of such Purchased Loan’s Repurchase Price in accordance with Section 3(d). The failure or delay of Buyer, on any one or more occasions, to exercise its rights under this Section 4(a) shall not change or alter the “Margin Deadline”)terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date, or limit Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellers.

Margin Maintenance. (a) If at any time Buyer’s the Aggregate Purchase Price of all Purchased Assets of Seller subject to all Transactions shall exceed the Aggregate Margin Amount for Value therefor (any Purchased Asset is less than the Repurchase Price for such Purchased Asset (deficiency, a “Margin Deficit”) then Seller shall either transfer cash to the Funding Account, or at Agent’s option (and provided Seller has additional Eligible Mortgage Loans), thentransfer additional Eligible Mortgage Loans to the Custodian, together with the Related Security, Records, Servicing Rights and other collateral and all instruments, chattel paper, and general intangibles comprising or related to all of the foregoing (“Additional Purchased Assets”), so long as such Margin Deficit equals or exceeds £150,000 (or the equivalent in the applicable Currency of the Purchased Asset), Buyer may by notice to Seller in the form of Exhibit VII (a “Margin Deficit Notice”) require Seller to (i) repurchase such Purchased Asset at its Repurchase Price, (ii) make a payment in reduction of the outstanding Purchase Price for such Purchased Asset (including by requesting a Margin Availability Advance pursuant to Section 3(w) for any other Purchased Asset for which there exists Margin Availability, and applying funds from such Margin Availability Advance to the applicable Margin Deficit, in the equivalent applicable Currency of the Purchased Asset that is the subject of the Margin Deficit) or (iii) choose any combination of the foregoing, such that, after giving effect to the transfer of cash or the inclusion of any such transfersAdditional Purchased Assets, repurchases and paymentsno Margin Deficit shall exist (such requirement, Buyera “Margin Call”); provided that if, as a result of Agent’s determination of the aggregate Collateral Value, the Aggregate Purchase Price of all Purchased Assets of Seller subject to all Transactions exceeds the Aggregate Margin Value by the Minimum Transfer Amount for (such Purchased Assetevent, a “Minimum Transfer Condition”) (i) Seller shall be equal required to transfer cash to the Margin Call Account to cure such Margin Deficit and (ii) Seller’s obligation to make the Margin Call shall be subject to its receipt of notice from Agent (it being understood that if such notice is delivered to Seller by Agent on or greater than the related Repurchase Price for such Purchased Asset. prior to 11:00 a.m. on any Business Day on which a Minimum Transfer Condition exists, Seller shall perform pay to the obligations under this Article 4(a) by Margin Call Account the close of Minimum Transfer Amount prior to 5:00 p.m. on such Business Day and if such notice is delivered after 11:00 a.m., such notice shall be deemed received on the next succeeding Business Day and Seller shall pay to the Margin Call Account the Minimum Transfer Amount prior to 5:00 p.m. on such Business Day). All amounts paid by Seller to the Margin Call Account in respect of any Margin Deficit shall be held for the benefit of Agent and the Principals. On any day on which an Event of Default shall not have occurred and be continuing, and if no Margin Deficit exists, if the Margin Deficit Notice was received by Seller prior to 3:00 p.m. New York City time, or, the second (2nd) succeeding Business Day if amount on deposit in the Margin Notice was received Call Account exceeds the Aggregate Purchase Price of all Purchased Assets of Seller subject to all Transactions less the Aggregate Margin Value then, at the request of Seller, such excess shall be withdrawn from the Margin Call Account by Seller after 3:00 p.m. New York City time (the “authorization of Agent and remitted to Seller. If an Event of Default shall have occurred and be continuing, all amounts on deposit in the Margin Deadline”)Call Account, if any, shall be withdrawn by Agent and applied by it in reduction of the Aggregate Purchase Price and Aggregate Unpaids.

Margin Maintenance. (a) If at any time Buyer’s Margin Amount for any Purchased Asset is less than the Repurchase Price for such Purchased Asset (there exists a “Margin Deficit”), then, so long as such Margin Deficit equals or exceeds £150,000 (or the equivalent in the applicable Currency of the Purchased Asset)Event, Buyer may Lender may, by notice to Seller Borrower substantially in the form of Exhibit VII B hereto (a “Margin Deficit NoticeCall”) ), require Seller Borrower to (i) repurchase with respect to a Margin Deficit Event set forth in clause (a) of such Purchased Asset definition, deposit with Lender cash in an amount equal to the Margin Deficit Amount, which cash will be held by Lender as additional Collateral for the Loan; provided, that in lieu of such cash payment (provided that sufficient amounts are then held in the Collection Account to pay such Margin Deficit Amount and all other amounts then due and payable on such Payment Date), Borrower may request on any Payment Date, subject to Lender’s approval in its sole discretion (such approval to be revocable by Lender at its Repurchase Priceany time), that Lender apply amounts in the Collection Account to pay such Margin Deficit Amount pursuant to Section 3.03(c)(v) hereof, or (ii) with respect to a Margin Deficit Event set forth in clause (b) of such definition, make a cash payment in reduction of the outstanding Purchase Price for such Purchased Asset (including by requesting a Margin Availability Advance pursuant to Section 3(w) for any other Purchased Asset for which there exists Margin Availability, and applying funds from such Margin Availability Advance to Allocated Loan Amount of the applicable Margin Deficit, in the equivalent applicable Currency of the Purchased Asset Underlying Loan so that is the subject of the Margin Deficit) or (iii) choose any combination of the foregoing, such that, after giving effect to such transferspayment, repurchases no Margin Deficit Event shall exist; provided, that in lieu of such cash payment (provided that sufficient amounts are then held in the Collection Account to pay such Margin Deficit Amount and paymentsall other amounts then due and payable on such Payment Date), BuyerBorrower may request on any Payment Date, subject to Lender’s approval in its sole discretion (such approval to be revocable by Lender at any time), that the Lender apply amounts in the Collection Account to pay such Margin Deficit Amount for such Purchased Asset, shall be pursuant to Section 3.03(c)(v) hereof. If Borrower deposited with Lender cash in an amount equal to or greater than the related Repurchase Price for such Purchased Asset. Seller shall perform the obligations under this Article 4(a) by the close of the next succeeding Business Day if the Margin Deficit Notice was received Amount pursuant to this Section 2.07(a)(i) above and Borrower subsequently satisfies such Margin Call (without taking into account any amounts held by Seller prior Lender in the Collection Account), then Lender shall release such cash collateral to 3:00 p.m. New York City time, or, Borrower on the second (2nd) succeeding Business Day if the Margin Notice was received by Seller after 3:00 p.m. New York City time (the “Margin Deadline”)next Payment Date.

Margin Maintenance. (a) If at any time (x) Buyer’s Margin Amount for any all U.S. Purchased Asset Assets is less than the Repurchase aggregate Purchase Price outstanding for such all U.S. Purchased Asset Assets and/or (y) Buyer’s Margin Amount for all Foreign Purchased Assets is less than the aggregate Purchase Price outstanding for all Foreign Purchased Assets (in each case, a “Margin Deficit”), then, so long as such Margin Deficit equals or exceeds £150,000 (or the equivalent in the applicable Currency of the Purchased Asset), then Buyer may by written notice (which may be in electronic form) delivered to Seller Sellers in the form of Exhibit VII X (a “Margin Deficit Notice”) require Seller Sellers to, at Sellers’ option, to the extent such Margin Deficit equals or exceeds the Minimum Transfer Amount, (i) repurchase such some or all of the related Purchased Asset Assets at its their respective Repurchase PricePrices, (ii) make a payment in reduction of the outstanding Purchase Repurchase Price for of some or all of such Purchased Asset Assets in immediately available funds, (including by requesting a Margin Availability Advance pursuant to Section 3(wiii) for any other Purchased Asset for which there exists Margin Availability, and applying funds from such Margin Availability Advance to the applicable Margin Deficit, deliver collateral in the equivalent applicable Currency form of the Purchased Asset that is the subject of the Margin Deficit) cash or Cash Equivalents, or (iiiiv) choose any combination of the foregoing, such that, after giving effect to such transfers, repurchases and payments, Buyer’s Margin Amount for such all the related Purchased Asset, Assets shall be equal to or greater than the related aggregate Repurchase Price for all the related Purchased Assets. In connection with the delivery of cash or Cash Equivalents in accordance with clause (iii) above, Sellers shall deliver to Buyer any additional documents (including, without limitation, to the extent not covered by any previously delivered legal opinions, one or more opinions of counsel reasonably satisfactory to Buyer) and take any actions reasonably necessary in Buyer’s discretion for Buyer to have a first priority, perfected security interest in such cash or Cash Equivalents, as applicable. With respect to clauses (i) and (ii) above, such payments and/or repurchases shall be made by the related Seller in the Applicable Currency of the related Purchased Asset. Seller shall perform the obligations under this Article 4(a) by the close of the next succeeding Business Day if the Margin Deficit Notice was received by Seller prior to 3:00 p.m. New York City time, or, the second (2nd) succeeding Business Day if the Margin Notice was received by Seller after 3:00 p.m. New York City time (the “Margin Deadline”).

Margin Maintenance. (a) If at any time the Buyer’s Margin Amount for any all Purchased Asset Assets is less than the Repurchase Price for such all Purchased Asset Assets (a “Margin Deficit”), then, so long as such Margin Deficit equals or exceeds £150,000 (or the equivalent in the applicable Currency of the Purchased Asset), then Buyer may by notice to Seller in the form of Exhibit VII XII (a “Margin Deficit Notice”) require Seller to, at Seller’s option, no later than three (3) Business Days following the receipt of a Margin Deficit Notice (the “Margin Deadline”) to the extent such Margin Deficit equals or exceeds the Minimum Transfer Amount, (i) repurchase such Purchased Asset at transfer to Buyer for no additional consideration (by transfer to Buyer or its Repurchase Pricedesignee (including the Custodian) Additional Eligible Collateral, (ii) repurchase some or all of the Purchased Assets at their respective Repurchase Prices, (iii) make a payment (subject to the requirements with respect to termination set forth in Article 3 hereof) in reduction of the outstanding Purchase Price for such Purchased Asset (including by requesting a Margin Availability Advance pursuant to Section 3(w) for any other Purchased Asset for which there exists Margin AvailabilityPrice, and applying funds from such Margin Availability Advance to the applicable Margin Deficit, in the equivalent applicable Currency of the Purchased Asset that is the subject of the Margin Deficit) or (iiiiv) choose any combination of the foregoing, such that, after giving effect to such transfers, repurchases and payments, Buyer’s Margin Amount for such each Purchased Asset, considered individually, shall be equal to or greater than the related Repurchase Price for such Purchased Asset. Seller shall perform the obligations under this Article 4(a) by the close of the next succeeding Business Day if the Margin Deficit Notice was received by Seller prior to 3:00 p.m. New York City time, or, the second (2nd) succeeding Business Day if the Margin Notice was received by Seller after 3:00 p.m. New York City time (the “Margin Deadline”).

Margin Maintenance. (a) If at any time Buyer’s Margin Amount for all Purchased Assets, plus the value of any Purchased Asset Additional Eligible Collateral previously transferred by Seller to Buyer (and not retransferred by Buyer to Seller), is less than the Repurchase Price for such all Purchased Asset Assets (a “Margin Deficit”), then, so long as such Margin Deficit equals or exceeds £150,000 (or the equivalent in the applicable Currency of the Purchased Asset), then Buyer may by notice to Seller in the form of Exhibit VII XII (a “Margin Deficit Notice”) require Seller to, at Seller’s option, no later than three (3) Business Days following the receipt of a Margin Deficit Notice (the “Margin Deadline”) to the extent such Margin Deficit equals or exceeds the Minimum Transfer Amount, (i) repurchase such Purchased Asset at transfer to Buyer for no additional consideration (by transfer to Buyer or its Repurchase Pricedesignee (including the Custodian) of Additional Eligible Collateral, (ii) repurchase some or all of the Purchased Assets at their respective Repurchase Prices, (iii) make a payment in reduction of the outstanding Purchase Price for such of one or more Purchased Asset (including by requesting a Margin Availability Advance pursuant to Section 3(w) for any other Purchased Asset for which there exists Margin AvailabilityAssets, and applying funds from such Margin Availability Advance to the applicable Margin Deficit, in the equivalent applicable Currency of the Purchased Asset that is the subject of the Margin Deficit) or (iiiiv) choose any combination of the foregoing, such that, after giving effect to such transfers, repurchases and payments, the Buyer’s Margin Amount for such each Purchased Asset, considered individually, shall be equal to or greater than the related Repurchase Price for such Purchased Asset. Seller shall perform the obligations under this Article 4(a) by the close of the next succeeding Business Day if the Margin Deficit Notice was received by Seller prior to 3:00 p.m. New York City time, or, the second (2nd) succeeding Business Day if the Margin Notice was received by Seller after 3:00 p.m. New York City time (the “Margin Deadline”).

Margin Maintenance. (a) If With respect to any LTV Purchased Asset, if at any time Buyer’s Margin Amount time, the outstanding Purchase Price for any LTV Purchased Asset is less greater than an amount equal to the Repurchase Price product of (i) Buyer’s LTV Margin Percentage multiplied by (ii) Market Value for such LTV Purchased Asset (a an “LTV Margin Deficit”), then, so long as such Margin Deficit equals or exceeds £150,000 (or the equivalent in the applicable Currency of the Purchased Asset), ) then Buyer may by notice to Seller in the form of Exhibit VII (a each, an “LTV Margin Deficit Notice”) require Seller to to, at Seller’s option, within two (2) Business Days of Seller’s receipt of any such LTV Margin Notice: (i) repurchase such Purchased LTV Purchase Asset at its respective Repurchase Price, (ii) make a cash payment in reduction of the outstanding Purchase Price for of such LTV Purchased Asset Asset, (including by requesting a Margin Availability Advance pursuant iii) deliver Cash Equivalents subject to Section 3(w) for any other Purchased Asset for which there exists Margin AvailabilityBuyer’s satisfaction in Buyer’s sole discretion, and applying funds from such Margin Availability Advance to the applicable Margin Deficit, in the equivalent applicable Currency of the Purchased Asset that is the subject of the Margin Deficit) or (iiiiv) choose any combination of the foregoing. Notwithstanding the foregoing, in the event Seller or Guarantor must issue a capital call to its investors to satisfy such thatLTV Margin Deficit and Seller has provided Buyer with evidence thereof within two (2) Business Days of Seller’s receipt of any such LTV Margin Notice, then Seller shall have an additional three (3) Business Days to satisfy such LTV Margin Deficit with respect to the related LTV Purchased Asset in accordance with the terms of this Article 4(a). An LTV Margin Deficit shall be deemed to no longer exist when, after giving effect to such transfersany payments, repurchases and payments, Buyer’s Margin Amount for such Purchased Asset, shall be equal to or greater than the related Repurchase Price for such Purchased Asset. Seller shall perform the obligations under transfers provided in this Article 4(a) by the close of the next succeeding Business Day if the Margin Deficit Notice was received by Seller prior to 3:00 p.m. New York City time, or), the second (2nd) succeeding Business Day if LTV with respect to any such LTV Purchased Asset is less than or equal to the Margin Notice was received by Seller after 3:00 p.m. New York City time (Maximum LTV set forth on the “Margin Deadline”)related Confirmation.

Margin Maintenance. (a) Buyer may determine and re-determine the Aggregate Margin Maintenance Asset Value on any Business Day and on as many Business Days as it may elect. If at any time Buyer’s Margin Amount for any Purchased Asset is less than the Repurchase Price for such Purchased Asset (a “Margin Deficit”), then, so long as such Margin Deficit equals or exceeds £150,000 (or the equivalent in the applicable Currency of the Purchased Asset), Buyer may by notice to Seller in the form of Exhibit VII (a “Margin Deficit Notice”) require Seller to (i) the aggregate Purchase Price with respect to all Transaction Assets exceeds the Aggregate Margin Maintenance Asset Value (an "Aggregate Margin Maintenance Asset Value Deficiency"), as determined by Buyer in its sole discretion and notified to a Seller on any Business Day, or (ii) a Seller shall have received a prepayment of the principal of any loan or preferred equity interest comprising a portion of the Transaction Assets (including, without limitation, the payment of casualty or condemnation proceeds), a Seller shall, in the case of (i) above, not later than one (1) Business Day after receipt of such notice, or in the case of (ii) above, not later than one (1) Business Day after receipt of such prepayment, either repurchase such Purchased Asset Transaction Assets at its the Repurchase Price, (ii) make a payment prepayment in reduction of the outstanding Purchase Price Repurchase Price, or sell additional Transaction Asset(s) (which Transaction Asset(s) shall be in all respects acceptable to Buyer) to Buyer for such Purchased Asset (including by requesting a Margin Availability Advance pursuant to Section 3(w) for any other Purchased Asset for which there exists Margin Availability, and applying funds from such Margin Availability Advance to the applicable Margin Deficit, in the equivalent applicable Currency of the Purchased Asset that is the subject of the Margin Deficit) or (iii) choose any combination of the foregoingno additional consideration, such that, that after giving effect to such transfersrepurchase, repurchases prepayment or sale, the aggregate Purchase Price with respect to all Transaction Assets does not exceed the Aggregate Margin Maintenance Asset Value as re-determined by Buyer after such repurchase, prepayment or sale. So long as no Default or Event of Default has occurred and paymentsis then continuing, Buyer’s Margin Amount for such Purchased Asset, all prepayments in reduction of the Repurchase Price shall be equal applied against the Asset-Specific Transaction Balance relating to or greater than the related Repurchase Price for such Purchased Asset. Seller shall perform the obligations under this Article 4(a) by the close of the next succeeding Business Day if the Margin Deficit Notice was received by Seller prior to 3:00 p.m. New York City time, or, the second (2nd) succeeding Business Day if the Margin Notice was received by Seller after 3:00 p.m. New York City time (the “Margin Deadline”)Transaction being repaid.

Margin Maintenance. (a) If a. Subject to the proviso at the end of this sentence, if at any time time, any of the following has occurred: (i) either (x) the Market Value of any Purchased Asset is less than Buyer’s Margin Amount for such Purchased Asset or (y) if the Buyer determines in its sole good faith discretion that the aggregate Outstanding Purchase Price (relative to the Purchased Assets) would not receive a rating of at least BBB- (or the comparable designation) from any Rating Agency, as determined by Buyer in its sole discretion generally in accordance with methodology used by any Rating Agency (each, a “Margin Call Deficit”), (ii) a Credit Loss occurs with respect to any Purchased Asset, or (iii) the Market Value of any Purchased Asset is less than the Repurchase Price for Capital Call Amount of such Purchased Asset (each, a “Margin Capital Call Deficit”), then, so long as such Margin Deficit equals or exceeds £150,000 (or the equivalent in the applicable Currency of the Purchased Asset), then Buyer may by notice to Seller in the form (each notice of Exhibit VII (a Margin Call Deficit or Credit Loss is herein referred to as a “Margin Call”; a notice of a Capital Call Deficit Noticeis herein referred to as a “Capital Call”) require Seller to cure such Margin Call Deficit, Credit Loss or Capital Call Deficit by transferring to Buyer, (iA) repurchase cash or (B) additional collateral acceptable to Buyer in its sole discretion, exercised in good faith (such cash or additional collateral paid by Seller to Buyer is herein referred to as “Additional Collateral”), so that the sum obtained by adding the Asset Value of such Purchased Asset, plus the Asset at its Repurchase Price, (ii) make a payment in reduction Value of such Additional Collateral shall equal or exceed the outstanding Purchase Price Deficit Cure Amount for such Purchased Asset as of the same date; provided, however, that if and so long as the Call Support Condition exists, Buyer shall not be required to make a Capital Call hereunder on account of a Call Deficit unless and until the Call Support Condition no longer exists. Seller’s failure to cure any Margin Call Deficit, Credit Loss or Capital Call Deficit as required by the preceding sentence prior to expiration of the time period set forth in the first sentence of Section 6(b) below (including by requesting in the case of a Margin Availability Advance pursuant to Call) or the second sentence of Section 3(w6(b) for any other Purchased Asset for which there exists Margin Availability, and applying funds from such Margin Availability Advance to the applicable Margin Deficit, below (in the equivalent applicable Currency case of a Capital Call) shall constitute an Event of Default under the Purchased Asset that is the subject Transaction Documents and shall entitle Buyer to exercise its remedies under Section 16 of the Margin Deficit) or this Agreement (iii) choose any combination of the foregoingincluding, such that, after giving effect to such transfers, repurchases and payments, Buyer’s Margin Amount for such Purchased Asset, shall be equal to or greater than the related Repurchase Price for such Purchased Asset. Seller shall perform the obligations under this Article 4(a) by the close of the next succeeding Business Day if the Margin Deficit Notice was received by Seller prior to 3:00 p.m. New York City time, orwithout limitation, the second (2ndliquidation remedy provided for in Section 16(d) succeeding Business Day if the Margin Notice was received by Seller after 3:00 p.m. New York City time (the “Margin Deadline”of this Agreement).

Margin Maintenance. (a) If at any time on any date the Buyer’s Margin Amount for any Purchased Asset is less than the Repurchase Price for such Purchased Asset (a “Margin Deficit”), then, so long as such Margin Deficit equals or exceeds £150,000 (or the equivalent in the applicable Currency of the Purchased Asset), then Buyer may by notice to Seller in the form of Exhibit VII X (a “Margin Deficit Notice”) require Seller to, at Seller’s option, no later than three (3) Business Days following the receipt of a Margin Deficit Notice (the “Margin Deadline”) to the extent such Margin Deficit equals or exceeds the Minimum Transfer Amount (taking into account all Margin Deficits in the aggregate for such date), (i) repurchase such Purchased Asset at its respective Repurchase Price, (ii) make a payment in reduction of the outstanding Purchase Price for of such Purchased Asset (including by requesting Asset, or in lieu of a Margin Availability Advance pursuant payment in reduction such Purchase Price, deliver Cash Equivalents, subject to Section 3(w) for any other Purchased Asset for which there exists Margin AvailabilityBuyer’s reasonable satisfaction as additional posted collateral, and applying funds from such Margin Availability Advance to the applicable Margin Deficit, in the equivalent applicable Currency of the Purchased Asset that is the subject of the Margin Deficit) or (iii) choose any combination of the foregoing, such that, after giving effect to such transfers, repurchases and payments, Buyer’s Margin Amount for such each Purchased Asset, considered individually, shall be equal to or greater than the related Repurchase Price for each such Purchased Asset. In connection with the delivery of Cash Equivalents in accordance with clause (ii) above, Seller shall perform deliver to Buyer any additional documents (including, without limitation, to the obligations under this Article 4(aextent not covered by any previously delivered legal opinions, one or more opinions of counsel reasonably satisfactory to Buyer) by the close of the next succeeding Business Day if the Margin Deficit Notice was received by Seller prior and take any actions reasonably necessary in Buyer’s discretion for Buyer to 3:00 p.m. New York City timehave a first priority, or, the second (2nd) succeeding Business Day if the Margin Notice was received by Seller after 3:00 p.m. New York City time (the “Margin Deadline”)perfected security interest in such Cash Equivalents.

Margin Maintenance. (a) If at any time Buyer’s Margin Amount for any the aggregate Market Value of all Purchased Asset Securities subject to all Transactions is less than the Repurchase Price aggregate Buyers' Margin Amount for all such Purchased Asset Transactions (a “"Margin Deficit”"), then, so long as such Margin Deficit equals or exceeds £150,000 (or then the equivalent in the applicable Currency Agent on behalf of the Purchased Asset), Buyer Buyers may by notice to Seller in the form of Exhibit VII (a “Margin Deficit Notice”) require Seller in such Transactions, at Buyers' option, to transfer to the Agent for the ratable benefit of the Buyers cash or additional Purchased Securities reasonably acceptable to the Agent (i) repurchase "Additional Purchased Securities"), so that the cash and aggregate Market Value of such Purchased Asset at its Repurchase PriceSecurities, including any such Additional Purchased Securities, will thereupon equal or exceed such aggregate Buyers' Margin Amount (ii) make such requirement, a payment "Margin Call"); provided any cash or Cash Equivalents transferred by Seller in reduction satisfaction of the outstanding Purchase Price for such Purchased Asset (including by requesting a Margin Availability Advance pursuant to Section 3(w) for any other Purchased Asset for which there exists Margin Availability, and applying funds from such Margin Availability Advance to the applicable Margin Deficit, in the equivalent applicable Currency of the Purchased Asset that is the subject of Call shall be deposited into the Margin Deficit) or (iii) choose Account. If at any combination time the aggregate Market Value of all Purchased Securities subject to all Transactions is greater than the foregoing, such that, after giving effect to such transfers, repurchases and payments, aggregate Buyer’s 's Margin Amount for all such Purchased AssetTransactions (a "Margin Excess"), then the Agent shall, within a reasonable time, notify Seller the amount of such Margin Excess and transfer to the Seller cash delivered by Seller to Agent in satisfaction of a Margin Call (if any) in an amount sufficient to eliminate such Margin Excess (a "Margin Excess Return"); provided that in no event shall be equal to or greater than any Margin Excess Return exceed the related Repurchase Price for such Purchased Asset. Seller shall perform the obligations under this Article 4(a) by the close amount of the next succeeding Business Day if the Margin Deficit Notice was cash received by Seller prior to 3:00 p.m. New York City time, or, the second (2nd) succeeding Business Day if the Agent in connection with any Margin Notice was received by Seller after 3:00 p.m. New York City time (the “Margin Deadline”)Call.

Margin Maintenance. (a) If at any time Buyer’s the Purchaser determines in good faith (based on such factors as the Purchaser determines to rely on in its discretion, including, but not limited to, a credit analysis of the Underlying Mortgaged Properties and/or the current market conditions for the Purchased Assets) that the Margin Amount Base for any all Purchased Asset Assets (as determined by the Purchaser in its good faith discretion on such date) is less than the Repurchase aggregate Purchase Price for such Purchased Asset all outstanding Transactions plus the Note Purchase Margin (in each case a “Margin Deficit”), then, so long as such Margin Deficit equals or exceeds £150,000 (or then the equivalent in the applicable Currency of the Purchased Asset), Buyer Purchaser may by notice to the Seller in the form of Exhibit VII X (a “Margin Deficit Notice”) require the Seller to (i) repurchase transfer to the Purchaser cash or Additional Purchased Assets in the amount of the Margin Deficit to the Purchaser by no later than the Margin Correction Deadline. All cash transferred to the Purchaser pursuant to this Section 2.7 shall be deposited in the Collection Account and shall be attributed to such Purchased Asset at its Repurchase Price, (ii) make a payment in reduction of Transaction or Transactions that caused the Margin Deficit to reduce the outstanding Purchase Price for such Purchased Asset (including by requesting to which it has been attributed. Transfers of Eligible Assets to the Purchaser under this Section 2.7 shall be subject to the same conditions and requirements that are applicable to the transfers of Eligible Assets under Section 2.2. The Purchaser’s election, in its discretion, not to deliver a Margin Availability Advance pursuant to Section 3(w) for Deficit Notice at any other Purchased Asset for which time there exists is a Margin Availability, and applying funds from such Margin Availability Advance to the applicable Margin Deficit, in the equivalent applicable Currency of the Purchased Asset that is the subject of the Margin Deficit) or (iii) choose any combination of the foregoing, such that, after giving effect to such transfers, repurchases and payments, Buyer’s Margin Amount for such Purchased Asset, Deficit shall be equal to or greater than the related Repurchase Price for such Purchased Asset. Seller shall perform the obligations under this Article 4(a) by the close of the next succeeding Business Day if not waive the Margin Deficit or in any way limit or impair the Purchaser’s right to deliver a Margin Deficit Notice was received by Seller prior to 3:00 p.m. New York City time, or, at any time the second (2nd) succeeding Business Day if the same or any other Margin Notice was received by Seller after 3:00 p.m. New York City time (the “Margin Deadline”)Deficit exists.

Margin Maintenance. (a) If a. Absent a Default, and at any time Buyer’s Margin Amount for any the aggregate Market Value of all Purchased Asset Assets subject to all Transactions is less than the Repurchase Price aggregate Buyer's Margin Amount for all such Purchased Asset Transactions (a “"Margin Deficit”"), then, so long as such Margin Deficit equals or exceeds £150,000 (or the equivalent in the applicable Currency of the Purchased Asset), then Buyer may by notice to Seller require Seller in such Transactions, at Buyer's option, to transfer to Buyer cash or additional Purchased Assets acceptable to Buyer and (in the form case of Exhibit VII (a “Margin Deficit Notice”Loans) require Seller to (i) repurchase such Purchased Asset at its Repurchase Price, (ii) make a payment which conform in reduction of the outstanding Purchase Price for such Purchased Asset (including by requesting a Margin Availability Advance pursuant to Section 3(w) for any other Purchased Asset for which there exists Margin Availability, and applying funds from such Margin Availability Advance all respects to the applicable Margin Deficitrepresentations and warranties set forth in Appendix A to the Custodial Agreement ("Additional Purchased Assets"), in so that the equivalent applicable Currency cash and aggregate Market Value of the Purchased Assets, including any such Additional Purchased Assets, will thereupon equal or exceed such aggregate Buyer's Margin Amount (such requirement, a "Margin Call"). In lieu of such a transfer, Seller may repurchase any Purchased Asset giving rise to a Margin Call if such repurchase timely satisfies the Margin Call. In the event that a Margin Call is satisfied, Seller shall, during the subject 30-day period following the Margin Call, be permitted to repurchase the Purchased Assets by payment of the Repurchase Price allocable to such assets (as determined by Buyer in good faith) net of any dollar amount of the Margin Deficit) or (iii) choose any combination of the foregoing, such that, after giving effect Call paid by Seller that is allocable to such transfersassets (as so determined). Absent a Default, repurchases Buyer shall not make a Margin Call prior to a Repurchase Date solely by reason of accrued and paymentsunpaid Price Differential. Simultaneously with a Margin Call, Buyer’s Margin Amount for such Buyer shall identify the Purchased Asset, shall be equal Assets giving rise to or greater than the related Repurchase Price for such Purchased Asset. Seller shall perform the obligations under this Article 4(a) by the close of the next succeeding Business Day if the Margin Deficit Notice was received Call and provide Seller with any backup materials reasonably requested by Seller prior to 3:00 p.m. New York City time, or, the second (2nd) succeeding Business Day if that explain the Margin Notice was received by Seller after 3:00 p.m. New York City time (the “Margin Deadline”)Call.

Margin Maintenance. (a) If at any time Buyer’s Margin Amount for any all Purchased Asset Assets is less than the Repurchase Price for such all Purchased Asset Assets (a “Margin Deficit”), then, so long as such Margin Deficit equals or exceeds £150,000 (or the equivalent in the applicable Currency of the Purchased Asset), then Buyer may by notice to Seller in the form of Exhibit VII XII (a “Margin Deficit Notice”) require Seller to, at Seller’s option, no later than three (3) Business Days following the receipt of a Margin Deficit Notice (the “Margin Deadline”) to the extent such Margin Deficit equals or exceeds the Minimum Transfer Amount, (i) repurchase such Purchased Asset at transfer to Buyer for no additional consideration (by transfer to Buyer or its Repurchase Pricedesignee (including the Custodian) Additional Eligible Collateral, (ii) repurchase some or all of the Purchased Assets at their respective Repurchase Prices, (iii) make a payment in reduction of the outstanding Purchase Price for such Purchased Asset (including which payment may be paid by requesting a Margin Availability Advance pursuant to Section 3(w) for any other Purchased Asset for which there exists Margin Availability, and applying the withdrawal by Buyer of funds from such Margin Availability Advance to the applicable Margin Deficit, held in the equivalent applicable Currency Depository Account after allocation and payment of the Purchased Asset that is the subject of the Margin Deficit) any allocated amounts then due and payable to Buyer and its Affiliates), or (iiiiv) choose any combination of the foregoing, such that, after giving effect to such transfers, repurchases and payments, Buyer’s Margin Amount for such all Purchased AssetAssets, shall be equal to or greater than the related Repurchase Price for such all Purchased Asset. Seller shall perform the obligations under this Article 4(a) by the close of the next succeeding Business Day if the Margin Deficit Notice was received by Seller prior to 3:00 p.m. New York City time, or, the second (2nd) succeeding Business Day if the Margin Notice was received by Seller after 3:00 p.m. New York City time (the “Margin Deadline”)Assets.

Margin Maintenance. (a) If at any time Buyer’s Margin Amount for any Purchased Asset is less than the Repurchase Price for such Purchased Asset (a “Margin Deficit”), then, so long as such Margin Deficit equals or exceeds £150,000 (or the equivalent in the applicable Currency of the Purchased Asset)150,000, Buyer may by notice to Seller in the form of Exhibit VII (a “Margin Deficit Notice”) require Seller to (i) repurchase such Purchased Asset at its Repurchase Price, (ii) make a payment in reduction of the outstanding Purchase Price for such Purchased Asset (including by requesting a Margin Availability Advance pursuant to Section 3(w) for any other Purchased Asset for which there exists Margin AvailabilityAsset, and applying funds from such Margin Availability Advance to the applicable Margin Deficit, in the equivalent applicable Currency of the Purchased Asset that is the subject of the Margin Deficit) or (iii) choose any combination of the foregoing, such that, after giving effect to such transfers, repurchases and payments, Buyer’s Margin Amount for such Purchased Asset, shall be equal to or greater than the related Repurchase Price for such Purchased Asset. Seller shall perform the obligations under this Article 4(a) by the close of the next succeeding Business Day if the Margin Deficit Notice was received by Seller prior to 3:00 p.m. New York City time, or, the second (2nd) succeeding Business Day if the Margin Notice was received by Seller after 3:00 p.m. New York City time (the “Margin Deadline”).

Margin Maintenance. (a) If at any time Buyer’s Margin Amount for any either (i) the aggregate Market Value of all Purchased Asset Assets subject to all Transactions is less than the Repurchase Price aggregate MV Margin Amount for all such Transactions, or (ii) the aggregate unpaid principal balance of the Purchased Asset Assets for all Transactions is less than the aggregate Par Margin Amount for all such Transactions (either such event, a “Margin Deficit”), thenthen Buyer may, by notice to Seller, require Seller in such Transactions to transfer to Buyer cash or, at Buyer’s option (and provided Seller has additional Eligible Assets), additional Eligible Assets (“Additional Purchased Assets”) within one (1) Business Day of such notice by Buyer, so that both (x) the cash and aggregate Market Value of the Purchased Assets, including any such Additional Purchased Assets, will thereupon equal or exceed such aggregate MV Margin Amount, and (y) the cash and unpaid principal balance of such Purchased Assets, including any such Additional Purchased Assets and Purchased Assets, will therefore equal or exceed such aggregate Par Margin Amount (either requirement, a “Margin Call”); provided that so long as such the aggregate outstanding Purchase Price is at least $100,000,000, Buyer shall not provide notice of a Margin Call to Seller until the Margin Deficit equals or exceeds £150,000 (or the equivalent in the applicable Currency of the Purchased Asset)$250,000; provided further that if Seller transfers cash, Buyer may by notice to Seller in the form of Exhibit VII (shall deposit such cash into a “Margin Deficit Notice”) require Seller to (i) repurchase such Purchased Asset at its Repurchase Price, (ii) make a payment in reduction of the outstanding Purchase Price for such Purchased Asset (including by requesting a Margin Availability Advance pursuant to Section 3(w) for any other Purchased Asset for which there exists Margin Availability, and applying funds from such Margin Availability Advance to the applicable Margin Deficit, in the equivalent applicable Currency of the Purchased Asset that is the subject of the Margin Deficit) or (iii) choose any combination of the foregoing, such that, after giving effect to such transfers, repurchases and payments, Buyer’s Margin Amount for such Purchased Asset, shall be equal to or greater than the related Repurchase Price for such Purchased Asset. Seller shall perform the obligations under this Article 4(a) by the close of non-interest bearing account until the next succeeding Business Day if the Margin Deficit Notice was received by Seller prior to 3:00 p.m. New York City time, or, the second (2nd) succeeding Business Day if the Margin Notice was received by Seller after 3:00 p.m. New York City time (the “Margin Deadline”)Repurchase Date.

Margin Maintenance. (a) If a Margin Deficit exists at any time Buyer’s Margin Amount for any Purchased Asset is less than the Repurchase Price for such Purchased Asset (a “Margin Deficit”)time, thenthen Purchaser may, so long as such Margin Deficit equals or exceeds £150,000 (or the equivalent in the applicable Currency of the Purchased Asset), Buyer may by written notice to Seller substantially in the form of Exhibit VII VIII hereto (a “Margin Deficit NoticeCall”) ), require Seller to (i) repurchase such Purchased Asset at its Repurchase Price, (ii) make a cash payment and/or apply Margin Excess from other Purchased Assets in reduction of the outstanding Purchase Repurchase Price for of such Purchased Asset (including by requesting a Margin Availability Advance pursuant to Section 3(w) for any other Purchased Asset for which there exists Margin Availability, and applying funds from such Margin Availability Advance to the applicable Margin Deficit, in the equivalent applicable Currency of the Purchased Asset so that is the subject of the Margin Deficit) or (iii) choose any combination of the foregoing, such that, after giving effect to such transferspayment, repurchases no Margin Deficit shall exist with respect to such Purchased Asset. (b) No later than 10:00 a.m. (New York City time) two (2) Business Days following receipt of such Margin Call, Seller shall cure the related Margin Deficit as provided in Article 4(a). For the avoidance of doubt, if a Margin Call is given by Purchaser under Article 4(a) on any Business Day after the time set forth above, such Margin Call shall be considered given prior to such time on the immediately following Business Day. (c) If Purchaser issues a Margin Call under Article 4(a) with respect to a Purchased Asset and paymentsif the Purchase Price Percentage at which Purchaser would, Buyerin Purchaser’s sole and absolute discretion, enter into a Transaction with respect to the applicable Purchased Asset on the 32 date of such Margin Amount for Call (the “Maximum Margin Excess Purchase Price Percentage”) is greater than the Purchase Price Percentage set forth in the Confirmation with respect to such Purchased Asset, shall be equal then Purchaser shall, in its sole discretion, in response to Seller’s written request following Purchaser’s delivery of a Margin Call to Seller, provided that no (i) Default or greater than Event of Default or (ii) Margin Deficit with respect to any other Purchased Asset will occur as a result of such application as determined by Purchaser in its sole discretion, apply an amount (expressed in Dollars) up to the positive difference (if any) between the Maximum Margin Excess Purchase Price Percentage and the Purchase Price Percentage set forth in the related Repurchase Price for Confirmation (such Purchased Assetamount, a “Margin Excess”) to all or a portion of the related Margin Deficit in Purchaser’s sole discretion. Seller shall perform the obligations (d) The failure or delay by Purchaser, on any one or more occasions, to exercise its rights under this Article 4(a) by 4 shall not change or alter the close terms and conditions or limit or waive the right of the next succeeding Business Day if the Margin Deficit Notice was received by Seller prior Purchaser to 3:00 p.m. New York City time, or, the second (2nd) succeeding Business Day if the Margin Notice was received by Seller after 3:00 p.m. New York City time (the “Margin Deadline”).do so at a later date or in any way create additional rights for Seller. ARTICLE 5

Margin Maintenance. (a) If at any time on any date the Buyer’s Margin Amount for any Purchased Asset as of such date is less than the Repurchase Price for such Purchased Asset (a “Margin Deficit”)) with respect to a Purchased Asset that is not a Credit Event Loan, then, so long as such Margin Deficit equals or exceeds £150,000 (or the equivalent in the applicable Currency of the Purchased Asset), then Buyer may by notice to Seller in the form of Exhibit VII X (a “Margin Deficit Notice”) require Seller to, at Seller’s option, no later than two (2) Business Days following the receipt of a Margin Deficit Notice (the “Margin Deadline”) to the extent such Margin Deficit equals or exceeds the Minimum Transfer Amount (taking into account all Margin Deficits in the aggregate for such date), subject to Article 4(d), (i) repurchase such Purchased Asset at its respective Repurchase Price, (ii) make a payment in reduction of the outstanding Purchase Price for of such Purchased Asset (including by requesting Asset, or in lieu of a Margin Availability Advance pursuant payment in reduction such Purchase Price, deliver Cash Equivalents, subject to Section 3(w) for any other Purchased Asset for which there exists Margin AvailabilityBuyer’s reasonable satisfaction as additional posted collateral, and applying funds from such Margin Availability Advance to the applicable Margin Deficit, in the equivalent applicable Currency of the Purchased Asset that is the subject of the Margin Deficit) or (iii) choose any combination of the foregoing, such that, after giving effect to such transfers, repurchases and payments, Buyer’s Margin Amount for such each Purchased Asset, considered individually, shall be equal to or greater than the related Repurchase Price for each such Purchased Asset. In connection with the delivery of Cash Equivalents in accordance with clause (ii) above, Seller shall perform deliver to Buyer any additional documents (including, without limitation, to the obligations under this Article 4(aextent not covered by any previously delivered legal opinions, one or more opinions of counsel reasonably satisfactory to Buyer) by the close of the next succeeding Business Day if the Margin Deficit Notice was received by Seller prior and take any actions reasonably necessary in Buyer’s discretion for Buyer to 3:00 p.m. New York City timehave a first priority, or, the second (2nd) succeeding Business Day if the Margin Notice was received by Seller after 3:00 p.m. New York City time (the “Margin Deadline”)perfected security interest in such Cash Equivalents.

Margin Maintenance. (a) If at any time Buyer’s Margin Amount time, the outstanding Purchase Price for any Purchased Asset is less greater than an amount equal to the Repurchase Price product of (i) Buyer’s LTV Margin Percentage multiplied by (ii) Market Value for such Purchased Asset (a an “LTV Margin Deficit”), then, so long as such Margin Deficit equals or exceeds £150,000 (or the equivalent in the applicable Currency of the Purchased Asset), ) then Buyer may by notice to Seller in the form of Exhibit VII (a each, an “LTV Margin Deficit Notice”) require Seller to to, at Seller’s option, within two (2) Business Days of Seller’s receipt of any such LTV Margin Notice: (i) repurchase such Purchased Asset at its respective Repurchase Price, (ii) make a cash payment in reduction of the outstanding Purchase Price for of such Purchased Asset Asset, (including by requesting a Margin Availability Advance pursuant iii) deliver Cash Equivalents subject to Section 3(w) for any other Purchased Asset for which there exists Margin AvailabilityBuyer’s satisfaction in Buyer’s sole discretion, and applying funds from such Margin Availability Advance to the applicable Margin Deficit, in the equivalent applicable Currency of the Purchased Asset that is the subject of the Margin Deficit) or (iiiiv) choose any combination of the foregoing. Notwithstanding the foregoing, in the event Seller or Guarantor must issue a capital call to its investors to satisfy such thatLTV Margin Deficit and Seller has provided Buyer with evidence thereof within two (2) Business Days of Seller’s receipt of any such Margin Notice, then Seller shall have an additional three (3) Business Days to satisfy such LTV Margin Deficit with respect to the related Purchased Asset in accordance with the terms of this Article 4(a). An LTV Margin Deficit shall be deemed to no longer exist when, after giving effect to such transfersany payments, repurchases and payments, Buyer’s Margin Amount for such Purchased Asset, shall be equal to or greater than the related Repurchase Price for such Purchased Asset. Seller shall perform the obligations under transfers provided in this Article 4(a) by the close of the next succeeding Business Day if the Margin Deficit Notice was received by Seller prior to 3:00 p.m. New York City time, or), the second (2nd) succeeding Business Day if LTV with respect to any such Purchased Asset is less than or equal to the Margin Notice was received by Seller after 3:00 p.m. New York City time (Maximum LTV set forth on the “Margin Deadline”)related Confirmation.

Margin Maintenance. (a) If Subject to the proviso at the end of this sentence, if at any time Buyer’s Margin Amount for time, any Purchased Asset is less than the Repurchase Price for such Purchased Asset (a “Margin Deficit”), then, so long as such Margin Deficit equals or exceeds £150,000 (or the equivalent in the applicable Currency of the Purchased Asset), Buyer may by notice to Seller in the form of Exhibit VII (a “Margin Deficit Notice”) require Seller to following shall occur: (i) repurchase such the Market Value of any Purchased Asset at its Repurchase Price, (ii) make a payment in reduction of the outstanding Purchase Price for such Purchased Asset (including by requesting a Margin Availability Advance pursuant to Section 3(w) for any other Purchased Asset for which there exists Margin Availability, and applying funds from such Margin Availability Advance to the applicable Margin Deficit, in the equivalent applicable Currency of the Purchased Asset that is the subject of the Margin Deficit) or (iii) choose any combination of the foregoing, such that, after giving effect to such transfers, repurchases and payments, Loan shall be less than Buyer’s Margin Amount for such Purchased AssetLoan (each, a “Margin Call Deficit”), (ii) a Credit Loss shall occur with respect to any Purchased Loan, or (iii) the Market Value of any Purchased Loan shall be equal to or greater less than the related Repurchase Price Capital Call Amount of such Purchased Loan (each, a “Capital Call Deficit”), then Buyer may by notice to Seller (each notice of a Margin Call Deficit or Credit Loss is herein referred to as a “Margin Call”; a notice of a Capital Call Deficit is herein referred to as a “Capital Call”) require Seller to cure such Margin Call Deficit, Credit Loss or Capital Call Deficit by transferring to Buyer, (A) cash or (B) additional collateral acceptable to Buyer in its sole discretion, exercised in good faith (such cash or additional collateral paid by Seller to Buyer is herein referred to as “Additional Collateral”), so that the sum obtained by adding the Market Value of such Purchased Loan, plus the Market Value of such Additional Collateral shall equal or exceed the Deficit Cure Amount for such Purchased AssetLoan as of the same date; provided, however, that if and so long as the Call Support Condition exists, Buyer shall not be required to make a Margin Call or Capital Call hereunder on account of a Call Deficit unless and until the Call Support Condition no longer exists. Seller shall perform the obligations under this Article 4(a) Seller’s failure to cure any Margin Call Deficit, Credit Loss or Capital Call Deficit as required by the close preceding sentence prior to expiration of the next succeeding Business Day if time period set forth in the first sentence of Section 4(b) below (in the case of a Margin Deficit Notice was received by Seller prior Call) or the second sentence of Section 4(b) below (in the case of a Capital Call) shall constitute an Event of Default under the Transaction Documents and shall entitle Buyer to 3:00 p.m. New York City timeexercise its remedies under Section 14 of this Agreement (including, orwithout limitation, the second (2ndliquidation remedy provided for in Section 14(iv) succeeding Business Day if the Margin Notice was received by Seller after 3:00 p.m. New York City time (the “Margin Deadline”of this Agreement).

Margin Maintenance. (a) If at any time the Buyer’s Margin Amount for any all Purchased Asset Assets is less than the Repurchase aggregate Purchase Price outstanding for such all Purchased Asset Assets (a “Margin Deficit”), then, so long as such Margin Deficit equals or exceeds £150,000 (or the equivalent in the applicable Currency of the Purchased Asset), then Buyer may by written notice (which may be in electronic form) delivered to Seller in the form of Exhibit VII X (a “Margin Deficit Notice”) require Seller to, at Seller’s option, to the extent such Margin Deficit equals or exceeds the Minimum Transfer Amount, (i) repurchase such some or all of the Purchased Asset Assets at its their respective Repurchase PricePrices, (ii) make a payment in reduction of the outstanding Purchase Repurchase Price for such Purchased Asset (including by requesting a Margin Availability Advance pursuant to Section 3(w) for any other Purchased Asset for which there exists Margin Availability, and applying funds from such Margin Availability Advance to the applicable Margin Deficit, in the equivalent applicable Currency of some or all of the Purchased Asset that is Assets in immediately available funds, (iii) deliver collateral in the subject form of the Margin Deficit) cash or Cash Equivalents, or (iiiiv) choose any combination of the foregoing, such that, after giving effect to such transfers, repurchases and payments, Buyer’s Margin Amount for such all Purchased Asset, Assets shall be equal to or greater than the related aggregate Repurchase Price for such all Purchased AssetAssets. In connection with the delivery of cash or Cash Equivalents in accordance with clause (iii) above, Seller shall perform deliver to Buyer any additional documents (including, without limitation, to the obligations under this Article 4(aextent not covered by any previously delivered legal opinions, one or more opinions of counsel reasonably satisfactory to Buyer) by the close of the next succeeding Business Day if the Margin Deficit Notice was received by Seller prior and take any actions reasonably necessary in Buyer’s discretion for Buyer to 3:00 p.m. New York City timehave a first priority, orperfected security interest in such cash or Cash Equivalents, the second (2nd) succeeding Business Day if the Margin Notice was received by Seller after 3:00 p.m. New York City time (the “Margin Deadline”)as applicable.

Margin Maintenance. (a) If at any time Buyer’s Margin Amount for any the aggregate Market Value of all Purchased Asset Securities subject to all Transactions in which a particular party hereto is acting as Buyer is less than the Repurchase Price aggregate Buyer's Margin Amount for all such Purchased Asset Transactions (a “"Margin Deficit”)", then, so long as such Margin Deficit equals or exceeds £150,000 (or the equivalent in the applicable Currency of the Purchased Asset), Buyer may by notice to Seller in the form of Exhibit VII (a “Margin Deficit Notice”) require Seller in such Transactions, at Seller's option, to transfer to Buyer cash or additional Securities reasonably acceptable to Buyer (i) repurchase such "Additional Purchased Asset at its Repurchase PriceSecurities', (ii) make a payment in reduction of so that the outstanding Purchase Price for such Purchased Asset (including by requesting a Margin Availability Advance pursuant to Section 3(w) for any other Purchased Asset for which there exists Margin Availability, cash and applying funds from such Margin Availability Advance to the applicable Margin Deficit, in the equivalent applicable Currency aggregate Market Value of the Purchased Asset that is Securities, Including any such Additional Purchased Securities, will thereupon equal or exceed such aggregate Buyer's Margin Amount (decreased by the amount of any Margin Deficit as of such date arising from any Transactions In which such Buyer Is acting as Seller). (b) If at any time the aggregate Market Value of all Purchased Securities subject of to all Transactions in which a particular party hereto Is acting as Seller exceeds the Margin Deficit) or (iii) choose any combination of the foregoing, such that, after giving effect to such transfers, repurchases and payments, Buyer’s aggregate Seller's Margin Amount for all such Transactions at such time (a "Margin Excess"), then Seller may by notice to Buyer require Buyer in such Transactions, at Buyer's option to transfer cash or Purchased AssetSecurities to Seller, so that the aggregate Market Value of the Purchased Securities, after deduction of any such cash or any Purchased Securities so transferred, will thereupon not exceed such aggregate Seller's Margin Amount (increased by the amount of any Margin Excess as of such date arising from any Transactions In which such Seller Is acting as Buyer). (c) Any cash transferred pursuant to this Paragraph shall be equal attributed to or greater than the related Repurchase Price for such Purchased Asset. Seller Transactions as shall perform the obligations under this Article 4(a) be agreed upon by the close of the next succeeding Business Day if the Margin Deficit Notice was received by Seller prior to 3:00 p.m. New York City time, or, the second (2nd) succeeding Business Day if the Margin Notice was received by Seller after 3:00 p.m. New York City time (the “Margin Deadline”)Buyer and Seller.

Margin Maintenance. (a) 3.1 If at any time Buyer’s Margin Amount for time, the Market Value of any Purchased Asset is shall be less than the Repurchase Purchase Price less any unpaid Price Differential for such Purchased Asset (a “an "Asset Margin Deficit”"), thenSeller shall transfer cash to Buyers so that the sum obtained by adding the Market Value of such Purchased Asset plus such cash shall equal or exceed the Purchase Price less any unpaid Price Differential for such Purchased Asset as of the same date; provided that, so long as such Margin Deficit equals no Default or exceeds £150,000 Event of Default has occurred and is continuing, to the extent that the Market Value of one or more other Purchased Assets (or the equivalent in "Other Assets") shall exceed the applicable Currency of the Purchased Asset), Buyer may by notice to Seller in the form of Exhibit VII (a “Margin Deficit Notice”) require Seller to (i) repurchase such Purchased Asset at its Repurchase Price, (ii) make a payment in reduction of the outstanding aggregate Purchase Price for such Purchased Asset (including by requesting a Margin Availability Advance pursuant to Section 3(w) for any other Purchased Asset for which there exists Margin Availability, and applying funds from such Margin Availability Advance to the applicable Margin Deficit, in the equivalent applicable Currency of the Purchased Asset that is in respect of which an Asset Margin Deficit exists, then the subject amount of such Asset Margin Deficit shall be satisfied in part or in whole by the Purchase Price for the Other Assets being deemed to increase to an amount not to exceed the Market Value of the Margin Deficit) or Other Assets (iii) choose and Seller shall remain liable to provide Buyers with any combination of the foregoing, such additional cash that may be required so that, after giving effect to such transfers, repurchases and payments, Buyer’s Margin Amount for such Purchased Asset, shall be equal to or greater than increase in the related Repurchase Purchase Price for such Purchased AssetOther Assets and the provision of any additional cash, no Asset Margin Deficit shall exist). Buyers shall provide Seller shall perform with a reconciliation statement setting forth any such adjustment to the obligations under this Article 4(a) Purchase Price of the Other Assets. Seller's failure to cure any Asset Margin Deficit as required by the close preceding sentence shall constitute an Event of Default under the Transaction Documents and shall entitle Buyers to exercise their remedies under Section 11 of the next succeeding Business Day if the Margin Deficit Notice was received by Seller prior to 3:00 p.m. New York City timeAgreement (including, orwithout limitation, the second (2ndliquidation remedy provided for in Section 11.2(e) succeeding Business Day if the Margin Notice was received by Seller after 3:00 p.m. New York City time (the “Margin Deadline”of this Agreement).

Margin Maintenance. (a) If at any time the product of the aggregate Market Value of all Purchased Assets and Buyer’s 's Margin Amount for any Purchased Asset is Ratio shall be less than the aggregate outstanding Repurchase Price for such Purchased Asset Assets, (a “"Margin Deficit”"), then, so long as such Margin Deficit equals or exceeds £150,000 (or the equivalent in the applicable Currency of the Purchased Asset), then Buyer may by notice to Seller in the form of Exhibit VII on a Business Day (a “"Margin Deficit Notice”Call") require Seller to transfer to Buyer (A) cash or (B) Additional Assets acceptable to Buyer in its sole and absolute discretion (such cash or Additional Assets paid by Seller to Buyer are herein referred to as "Additional Assets"), so that the sum of cash plus the product of (i) repurchase the aggregate Market Value of the Purchased Assets and such Purchased Asset at its Repurchase Price, Additional Assets and (ii) make a payment in reduction Buyer's Margin Ratio shall at least equal the aggregate outstanding Repurchase Price; provided, however, that unless the Margin Deficit is greater than an amount equal to 3% of the outstanding Purchase Price for such Market Value of all Purchased Asset (including by requesting a Margin Availability Advance pursuant to Section 3(w) for any other Purchased Asset for which there exists Margin AvailabilityAssets, and applying funds from such Margin Availability Advance to the applicable Margin Deficit, in the equivalent applicable Currency of the Purchased Asset that is the subject of the Margin Deficit) or (iii) choose any combination Deficit shall be satisfied only from Seller's aggregate share of the foregoingIncome on all Purchased Assets and, such that, after giving effect to such transfers, repurchases and payments, Buyer’s Margin Amount for such Purchased Assetextent, shall be equal to or greater than the related Repurchase Price for such Purchased Asset. Seller shall perform the obligations under this Article 4(a) by the close of payable on the next succeeding Remittance Date and on each Remittance Date thereafter until fully satisfied. Any cash received by Buyer pursuant to a Margin Call shall be applied to reduce the Outstanding Purchase Price upon Buyer's receipt thereof. Seller's failure to cure any Margin Deficit as required by the preceding sentence prior to expiration of one (1) Business Day if after notice shall constitute an Event of Default under the Margin Deficit Notice was received by Seller prior Transaction Documents and shall entitle Buyer to 3:00 p.m. New York City timeexercise its remedies under Section 14 of this Agreement (including, orwithout limitation, the second (2ndliquidation remedy provided for in Section 14(iv) succeeding Business Day if the Margin Notice was received by Seller after 3:00 p.m. New York City time (the “Margin Deadline”of this Agreement).

Margin Maintenance. (a) If at any time Buyer’s Margin Amount for any the aggregate Market Value of all Purchased Asset Loans subject to all Transactions is less than the Repurchase Price aggregate MV Margin Amount for all such Purchased Asset Transactions (such event, a “Margin Deficit”), thenthen Buyer may, by notice to Seller, require Seller 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 long as such Margin Deficit equals or exceeds £150,000 (or that the equivalent in the applicable Currency cash and aggregate Market Value of the Purchased Asset)Loans, Buyer may by notice to Seller in the form of Exhibit VII including any such Additional Purchased Loans, will thereupon equal or exceed such aggregate MV Margin Amount (either requirement, a “Margin Deficit NoticeCall”); provided that if Seller transfers cash, Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date. (b) require Seller to (i) repurchase such Purchased Asset at its Repurchase Price, (ii) make a payment in reduction of the outstanding Purchase Price for such Purchased Asset (including by requesting a Margin Availability Advance Notice required pursuant to Section 3(w6(a) for may be given by any other Purchased Asset for which there exists Margin Availability, and applying funds from such Margin Availability Advance to the applicable Margin Deficit, means provided in the equivalent applicable Currency of the Purchased Asset that is the subject of the Margin Deficit) or (iii) choose any combination of the foregoing, such that, after giving effect to such transfers, repurchases and payments, Buyer’s Margin Amount for such Purchased Asset, shall be equal to or greater than the related Repurchase Price for such Purchased AssetSection 21 hereof. Seller shall perform the obligations under this Article 4(a) by the close of the next succeeding Any notice given on a Business Day if the Margin Deficit Notice was received by Seller at or prior to 3:00 p.m. 11:00 a.m. (New York City time) shall be met, orand the related Margin Call satisfied, the second no later than 5:00 p.m. (2nd) succeeding Business Day if the Margin Notice was received by Seller after 3:00 p.m. New York City time time) on the same Business Day. Any notice given on a Business Day following 11:00 a.m. (New York City time) shall be met, and the “related Margin Deadline”)Call satisfied, no later than 1:00 p.m. (New York City time) on the following Business Day. The failure of Buyer, on 30 any one or more occasions, to exercise its rights under this Section 6, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller.

Margin Maintenance. (a) If at any time Buyer’s Margin Amount for any Purchased Asset the Aggregate Facility Purchase Price is less greater than the Repurchase Price for aggregate Asset Value of all Purchased Mortgage Loans subject to Transactions (the positive amount of such Purchased Asset (difference, a “Margin Deficit”), then, so long as and such Margin Deficit equals or exceeds £150,000 is greater than the Minimum Margin Threshold, then Buyer may by written notice to Seller (or as such notice is more particularly set forth below, a “Margin Call”), require Seller to transfer to Buyer cash in an amount at least equal to the equivalent in Margin Deficit (such amount, a “Margin Payment”); provided, that, notwithstanding the applicable Currency of the Purchased Asset)foregoing, Buyer may by notice determine the Asset Value and any related Margin Deficit on an individual loan basis for any Purchased Mortgage Loan, in which event it shall, upon receipt, apply all amounts received with respect to any individual Purchased Mortgage Loans against the Purchase Price thereof. (b) If Buyer delivers a Margin Call to Seller in the form of Exhibit VII (a “Margin Deficit Notice”) require Seller to (i) repurchase such Purchased Asset at its Repurchase Price, (ii) make a payment in reduction of the outstanding Purchase Price for such Purchased Asset (including by requesting a Margin Availability Advance pursuant to Section 3(w) for any other Purchased Asset for which there exists Margin Availability, and applying funds from such Margin Availability Advance to the applicable Margin Deficit, in the equivalent applicable Currency of the Purchased Asset that is the subject of the Margin Deficit) on or (iii) choose any combination of the foregoing, such that, after giving effect to such transfers, repurchases and payments, Buyer’s Margin Amount for such Purchased Asset, shall be equal to or greater than the related Repurchase Price for such Purchased Asset. Seller shall perform the obligations under this Article 4(a) by the close of the next succeeding Business Day if the Margin Deficit Notice was received by Seller prior to 3:00 p.m. 10:00 a.m. (New York City time) on any Business Day, or, the second (2nd) succeeding Business Day if then Seller shall transfer the Margin Notice was received by Seller after 3:00 Payment to Buyer or its designee no later than 5:30 p.m. (New York City time time) on such Business Day. In the event Buyer delivers a Margin Call to Seller after 10:00 a.m. (New York City time) on any Business Day, Seller shall be required to transfer the “Margin Deadline”).Payment no later than 2:00 p.m. (New York City time) on the following Business Day. (c) Seller shall transfer any Margin Payment to the account of Buyer that is referenced in Section 10(a) of this Agreement. (d) In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loans, 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, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 7. (e) The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions of this Agreement or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. Section 8. Taxes. 39

Margin Maintenance. (a) If at any time Buyer’s Margin Amount for any either (i) the aggregate Market Value of all Purchased Asset Loans subject to all Transactions is less than the Repurchase Price aggregate MV Margin Amount for all such Transactions, or (ii) the aggregate unpaid principal balance of the Purchased Asset Loans subject to all Transactions is less than the aggregate Par Margin Amount for all such Transactions, (either such event, a “Margin Deficit”), thenthen Buyer may, by notice to Seller, require Seller in such Transactions to transfer to Buyer cash within the time period specified in clause (b) below, so long as such Margin Deficit equals or exceeds £150,000 that both (or x) the equivalent in the applicable Currency cash and aggregate Market Value of the Purchased AssetLoans will thereupon equal or exceed such aggregate MV Margin Amount and (y) the cash and unpaid principal balance of such Purchased Loans, will thereupon equal or exceed such aggregate Par Margin Amount (either such requirement, a “Margin Call”). Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date. Notwithstanding the foregoing, Buyer may by notice elect in its sole discretion to permit Seller in the form of Exhibit VII to transfer to Buyer additional Eligible Loans (a “Margin Deficit NoticeAdditional Purchased Loans”) require Seller for no additional consideration or a combination of cash and Additional Purchased Loans, to (i) repurchase such Purchased Asset at its Repurchase Price, (ii) make cure a payment in reduction of the outstanding Purchase Price for such Purchased Asset (including by requesting a Margin Availability Advance pursuant to Section 3(w) for any other Purchased Asset for which there exists Margin Availability, and applying funds from such Margin Availability Advance to the applicable Margin Deficit, in either case within the equivalent applicable Currency time period set forth in clause (b) below. Notice required pursuant to Section 6(a) may be given by any means provided in Section 21 hereof. Any notice given shall be met, and the related Margin Call satisfied, within twenty-four (24) hours. The failure of Buyer, on any one or more occasions, to exercise its rights under this Section 6, shall not change or alter the Purchased Asset terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that is the subject of the Margin Deficit) a failure or (iii) choose any combination of the foregoing, such that, after giving effect delay by Buyer to such transfers, repurchases and payments, exercise its rights hereunder shall not limit or waive Buyer’s Margin Amount for such Purchased Asset, shall be equal to or greater than the related Repurchase Price for such Purchased Asset. Seller shall perform the obligations rights under this Article 4(a) Agreement or otherwise existing by the close of the next succeeding Business Day if the Margin Deficit Notice was received by Seller prior to 3:00 p.m. New York City time, or, the second (2nd) succeeding Business Day if the Margin Notice was received by Seller after 3:00 p.m. New York City time (the “Margin Deadline”)law or in any way create additional rights for Seller.

Margin Maintenance. (a) Buyer may determine and re-determine the Aggregate Margin Maintenance Asset Value on any Business Day and on as many Business Days as it may elect. If at any time Buyer’s Margin Amount for any Purchased Asset is less than the Repurchase Price for such Purchased Asset (a “Margin Deficit”), then, so long as such Margin Deficit equals or exceeds £150,000 (or the equivalent in the applicable Currency of the Purchased Asset), Buyer may by notice to Seller in the form of Exhibit VII (a “Margin Deficit Notice”) require Seller to (i) the aggregate Purchase Price with respect to all Transaction Assets exceeds the Aggregate Margin Maintenance Asset Value (an "Aggregate Margin Maintenance Asset Value Deficiency"), as determined by Buyer in its sole discretion and notified to Seller on any Business Day, or (ii) Seller shall have received a prepayment of the principal of any loan or preferred equity interest comprising a portion of the Transaction Assets (including, without limitation, the payment of casualty or condemnation proceeds), Seller shall, in the case of (i) above, not later than one (1) Business Day after receipt of such notice, or in the case of (ii) above, not later than one (1) Business Day after receipt of such prepayment, either repurchase such Purchased Asset Transaction Assets at its the Repurchase Price, (ii) make a payment prepayment in reduction of the outstanding Purchase Price Repurchase Price, or sell additional Transaction Asset(s) (which Transaction Asset(s) shall be in all respects acceptable to Buyer) to Buyer for such Purchased Asset (including by requesting a Margin Availability Advance pursuant to Section 3(w) for any other Purchased Asset for which there exists Margin Availability, and applying funds from such Margin Availability Advance to the applicable Margin Deficit, in the equivalent applicable Currency of the Purchased Asset that is the subject of the Margin Deficit) or (iii) choose any combination of the foregoingno additional consideration, such that, that after giving effect to such transfersrepurchase, repurchases prepayment or sale, the aggregate Purchase Price with respect to all Transaction Assets does not exceed the Aggregate Margin Maintenance Asset Value as re-determined by Buyer after such repurchase, prepayment or sale. So long as no Default or Event of Default has occurred and paymentsis then continuing, Buyer’s Margin Amount for such Purchased Asset, all prepayments in reduction of the Repurchase Price shall be equal applied against the Asset-Specific Transaction Balance relating to or greater than the related Repurchase Price for such Purchased Asset. Seller shall perform the obligations under this Article 4(a) by the close of the next succeeding Business Day if the Margin Deficit Notice was received by Seller prior to 3:00 p.m. New York City time, or, the second (2nd) succeeding Business Day if the Margin Notice was received by Seller after 3:00 p.m. New York City time (the “Margin Deadline”)Transaction being repaid.