Common use of Margin Maintenance Clause in Contracts

Margin Maintenance. (a) If at any time the aggregate outstanding amount of the Purchase Price of the Note is greater than the related Asset Value (such excess, a “Margin Deficit”), then Buyer may by notice to Seller require Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”). (b) 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 before 5:00 p.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. With respect to a Margin Call, any notice given after 5:00 p.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 second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. 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) If at any time either (i) the aggregate outstanding amount Market Value of all Purchased Loans 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 Purchase Price of the Note Purchased Loans subject to all Transactions is greater less than the related Asset Value aggregate Par Margin Amount for all such Transactions (either such excessevent, a “Margin Deficit”), then Buyer may may, by notice to Seller Seller, require Seller in such Transactions to transfer to Buyer cash within the time period specified in an amount at least clause (b) below, so that both (x) the cash and aggregate Market Value of the Purchased Loans will thereupon equal to 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 Deficit Amount (either such requirement, a “Margin Call”). Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date. (b) Notice delivered required pursuant to Section 2.05(a6(a) may be given by any written or electronic meansmeans provided in Section 21 hereof. With respect to a Margin Call, any Any notice given before 5:00 p.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. within twenty-four (New York City time24) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.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 second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”hours. The failure of Buyer, on any one or more occasions, to exercise its rights hereunderunder 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. (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) If at any time On Monday of each week during the Repurchase Term (or more often, if the Buyer in its sole discretion so decides), the Buyer will determine (i) the aggregate outstanding amount Market Value of all Purchased Loans and other Collateral held by the Purchase Price Buyer and (ii) the Current Margin for such date. (b) If on any date during the term of this Agreement the Note Current Margin for such date is greater less than the related Asset Value Original Margin for such date (such excessshortfall, a “"Margin Deficit”"), then the Buyer may by notice to the Seller (such notice, a "Margin Call") require Seller to that the Seller, at the Buyer's option, transfer to the Buyer cash in an amount at least or additional Mortgage Loans reasonably acceptable to the Buyer (collectively, "Additional Collateral"), so that the Current Margin for such date will then equal to or exceed the Original Margin for such date; PROVIDED, HOWEVER, that the Buyer may not make a Margin Call unless the Margin Deficit (such requirement, a “Margin Call”)exceeds $100,000. (c) If any notice is given under subparagraph (b) Notice delivered pursuant to Section 2.05(a) may be given by of this Paragraph 5 on any written Business Day, then the Seller shall transfer cash or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, Mortgage Loans as provided in such subparagraph no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.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) close of business on the second (2nd) Business Day following the date of on which such noticenotice is given. The foregoing time requirements for satisfaction of a Margin Call are referred Any cash transferred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, Buyer pursuant to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. 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. subparagraph (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 shall be held by the Buyer for so long as any Transaction remains in effect and shall be applied against the related Margin Deficit or (ii) may be applied by Buyer against Repurchase Price for any terminated Transaction on 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 2.05applicable Repurchase Date.

Margin Maintenance. (a) If at any time the aggregate outstanding amount Market Value of the Purchase Price of the Note all Purchased Loans subject to all Transactions is greater less than the related Asset Value aggregate MV Margin Amount for all such Transactions, (such excess, a “Margin Deficit”), then Buyer may may, by notice to Seller Seller, require Seller in such Transactions to transfer to Buyer cash within the time period specified in an amount at least clause (b) below, so that the cash and aggregate Market Value of the Purchased Loans will thereupon equal to the or exceed such aggregate MV Margin Deficit Amount (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 elect in its sole discretion to permit Seller to transfer to Buyer additional Eligible Loans (“Additional Purchased Loans”) for no additional consideration or a combination of cash and Additional Purchased Loans, to cure a Margin Deficit, in either case within the time period set forth in clause (b) below. (b) Notice delivered required pursuant to Section 2.05(a6(a) may be given by any written or electronic meansmeans provided in Section 21 hereof. With respect to a Margin Call, any Any notice given before 5:00 p.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. within twenty-four (New York City time24) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.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 second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”hours. The failure of Buyer, on any one or more occasions, to exercise its rights hereunderunder 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. (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) If at any time the aggregate outstanding amount Market Value of the Purchase Price of the Note all Purchased Loans subject to all Transactions is greater less than the related Asset Value aggregate MV Margin Amount for all such Transactions, (such excess, a “Margin Deficit”), then Buyer may may, by notice to Seller Sellers, require Seller in such Transactions to transfer to Buyer cash within the time period specified in an amount at least clause (b) below, so that the cash and aggregate Market Value of the Purchased Loans will thereupon equal to the or exceed such aggregate MV Margin Deficit Amount (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 elect in its sole discretion to permit Sellers to transfer to Buyer additional Eligible Loans (“Additional Purchased Loans”) for no additional consideration or a combination of cash and Additional Purchased Loans, to cure a Margin Deficit, in either case within the time period set forth in clause (b) below. (b) Notice delivered required pursuant to Section 2.05(a6(a) may be given by any written or electronic meansmeans provided in Section 21 hereof. With respect to a Margin Call, any Any notice given before 5:00 p.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. within twenty-four (New York City time24) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.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 second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”hours. The failure of Buyer, on any one or more occasions, to exercise its rights hereunderunder 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 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 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) If at any time the aggregate outstanding amount of the Purchase Price of the Note Buyer’s Margin Amount for all Purchased Assets is greater less than the related Asset Value Repurchase Price for all Purchased Assets (such excess, a “Margin Deficit”), then Buyer may by notice to Seller require Seller to transfer to Buyer cash Sellers in an amount at least equal to the Margin Deficit form of Exhibit X (such requirement, a “Margin CallDeficit Notice”)) require Sellers to, at each Seller’s option, no later than one (1) Business Day 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 some or all of the Purchased Assets at their respective Repurchase Prices or (ii) make a payment in reduction of the Repurchase Price of some or all of the Purchased Assets, or (iii) choose any combination of the foregoing, such that, after giving effect to such transfers, repurchases and payments, Buyer’s Margin Amount for all Purchased Assets shall be equal to or greater than the aggregate Repurchase Price for all Purchased Assets. (b) 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 before 5:00 p.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. With respect to a Margin Call, any notice given after 5:00 p.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 second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller 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 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) If at any time the aggregate outstanding amount Market Value of the Purchase Price of the Note Purchased Loans and Loans owned by any Trust represented by a Purchased Certificate is greater less than the related Asset Value aggregate MV Margin Amount for all outstanding Transactions, (such excessevent, a “Margin Deficit”), then Buyer may may, by notice to Seller Sellers and Guarantor, require Seller Sellers to transfer to Buyer cash within the time period specified in an amount at least clause (b) below, so that the cash and aggregate Market Value of the Purchased Loans and Loans owned by any Trusts represented by a Purchased Certificate will thereupon equal to or exceed the aggregate Margin Deficit Cure Amount (such requirement, a “Margin Call”). Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date. (b) Notice delivered required pursuant to Section 2.05(a6(a) may be given by any written or electronic meansmeans provided in Section 21 hereof. With respect to a Margin Call, any Any notice given before 5:00 p.m. prior to 11:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following same Business Day. With respect to a Margin Call, any Any notice given after 5:00 p.m. to 11:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no not later than 5:00 p.m. 12:00 noon (New York City time) on the second (2nd) next Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”Day. The failure of Buyer, on any one or more occasions, to exercise its rights hereunderunder 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 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 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) a. If at any time the aggregate outstanding amount Market Value of all the Purchase Price of the Note Purchased Assets subject to all Transactions is greater less than the related Asset Value aggregate Buyer’s Margin Amount for all such Transactions (such excess, a “Margin Deficit”), then the Buyer may by notice to Seller the Sellers require Seller the Sellers in such Transactions to transfer to the Buyer cash in an amount or, at least the Buyer’s option (and provided the Seller has additional Eligible Assets), additional Eligible Assets (the “Additional Purchased Assets”), so that the cash and aggregate Market Value of the Purchased Assets, including any such Additional Purchased Assets, will thereupon equal to the or exceed such aggregate Buyer’s Margin Deficit Amount (such requirement, a “Margin Call”). (b) b. Notice delivered required pursuant to Section 2.05(a6(a) may be given by any written or electronic meansmeans provided in Section 35 hereof. With respect to a Margin Call, any Any notice given before 5:00 p.m. (10:00 a.m. New York City time) time on a Business Day shall be met, and the related Margin Call satisfied, satisfied no later than 5:00 p.m. (New York City time) time on the following such Business Day. With respect to a Margin Call, any Any notice given on or after 5:00 p.m. (10:00 a.m. New York City time) time on a Business Day shall be met, and the related Margin Call satisfied, satisfied no later than 5:00 p.m. (New York City time) time on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of the Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of the Buyer to do so at a later date. Seller Each Seller, the Guarantor 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 Sellerany Seller or the Guarantor. (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) If at any time the aggregate outstanding amount Market Value of the Purchase Price of the Note Purchased Loans and Loans owned by any Trust represented by a Purchased Certificate is greater less than the related Asset Value aggregate MV Margin Amount for all outstanding Transactions, (such excessevent, a “Margin Deficit”), then Buyer may may, by notice to Seller Sellers and Guarantor, require Seller Sellers to transfer to Buyer cash within the time period specified in an amount at least clause (b) below, so that the cash and aggregate Market Value of the Purchased Loans and Loans owned by any Trusts represented by a Purchased Certificate will thereupon equal to the or exceed such aggregate MV Margin Deficit Amount (such requirement, a “Margin Call”).. Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date. ​ ​ (b) Notice delivered required pursuant to Section 2.05(a6(a) may be given by any written or electronic meansmeans provided in Section 21 hereof. With respect to a Margin Call, any Any notice given before 5:00 p.m. prior to 11:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following same Business Day. With respect to a Margin Call, any Any notice given after 5:00 p.m. to 11:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no not later than 5:00 p.m. 12:00 noon (New York City time) on the second (2nd) next Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”Day. The failure of Buyer, on any one or more occasions, to exercise its rights hereunderunder 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 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 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) If at any time either (i) the aggregate outstanding amount Market Value of all Purchased Loans 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 Purchase Price Purchased Loans for all Transactions is less than the sum of the Note is greater than the related Asset Value aggregate Par Margin Amount for all such Transactions (either such excessevent, a “Margin Deficit”), then the related Buyer may by notice to related Seller require related Seller in such Transactions to transfer to the related Buyer cash in an amount or, at least the related Buyer’s option (and provided such Seller has additional Eligible Loans and agrees to do so), additional Eligible Loans (“Additional Purchased Loans”) within one (1) Business Day of such notice by such Buyer, so that both (x) the cash and aggregate Market Value of such Purchased Loans, including any such Additional Purchased Loans, will thereupon equal to or exceed such aggregate MV Margin Amount, and (y) the cash and unpaid principal balance of such Purchased Loans, including any such Additional Purchased Loans, will thereupon equal or exceed such aggregate Par Margin Deficit Amount (either such requirement, a “Margin Call”). (b) Notice delivered required pursuant to Section 2.05(a6(a) may be given by any written or electronic meansmeans provided in Section 36 hereof. With respect to a Margin Call, any Any notice given before 5:00 p.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) time on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.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 second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of any Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of such Buyer to do so at a later date. Seller Sellers, Guarantors and Buyer Buyers each agree that a failure or delay by any Buyer to exercise its rights hereunder shall not limit or waive Buyer’s Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellerany Seller or any Guarantor. (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) a. If at any time the aggregate outstanding amount Market Value of the Purchase Price of the Note all Purchased Assets subject to all Transactions is greater less than the related Asset Value aggregate Buyer’s Margin Amount for all such Transactions (such excess, a “Margin Deficit”), then Buyer may by notice to Seller require Seller to shall transfer to Buyer cash in an amount or, at least equal Buyer’s option (and provided Sellers have additional Eligible Assets), additional Eligible Assets (“Additional Purchased Assets”) provided that the transfer of such Additional Assets shall be subject to the requirements of Section 4 and Section 9(b) hereof, so that the 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 Deficit Amount (such requirement, a “Margin Call”). (b) b. Notice delivered required pursuant to Section 2.05(a6(a) may be given by any written or electronic meansmeans provided in Section 35 hereof. With respect to a Margin Call, any Any notice given before 5:00 p.m. (10:00 a.m. New York City time) time on a Business Day shall be met, and the related Margin Call satisfied, satisfied no later than 5:00 p.m. (New York City time) time on the following same Business Day. With respect to a Margin Call, any Any notice given after 5:00 p.m. (10:00 a.m. New York City time) on a Business Day time shall be met, and the related Margin Call satisfied, satisfied no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller Sellers, 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 Agreement, any of the other Program Documents, or otherwise existing by law or in any way create additional rights for Sellerany Seller or the Guarantor. (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) If at any time the aggregate outstanding amount of the Purchase Repurchase Price of all Transactions then outstanding exceeds the Note is greater than the related Asset Value Margin Base (such excess, a “Margin DeficitDeficiency”), then as determined by the Buyer may by notice and notified to Seller require Seller the Sellers on any Business Day, the Sellers shall no later than one (1) Business Day after receipt of such notice, either make a payment to the Buyer in respect of the aggregate outstanding Repurchase Price or transfer to the Buyer cash additional Eligible Mortgage Loans that are in an amount at least equal all respects acceptable to the Buyer in its sole discretion (which additional Eligible Mortgage Loans shall be deemed to be Purchased Loans under the Repurchase Documents) such that after giving effect to such payment or transfer no Margin Deficit (such requirement, a “Margin Call”)Deficiency shall then exist. (b) Notice delivered pursuant The Sellers shall prepay the Transactions in the amounts of prepayments remitted to the Buyer in accordance with Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 5:00 p.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. With respect to a Margin Call, any notice given after 5:00 p.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 second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. 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 Seller7.17 hereof. (c) In If at any time MS & Co.’s corporate bond rating has been lowered or downgraded to a rating below A- by S&P or A3 by Moody’s and the event that a Margin Deficit existsSellers shall repay all amounts owing to the Buyer under this Repurchase Agreement and the other Repurchase Documents within ninety (90) days following such downgrade. (d) If at any time the aggregate Repurchase Price of all Transactions then outstanding under this Repurchase Agreement exceeds the Maximum Amount, 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 Sellers shall at such time make a Margin Call payment to the Buyer in accordance with respect of the provisions aggregate outstanding Repurchase Price such that, after giving effect to such payment, the aggregate Repurchase Price of all Transactions then outstanding under this Section 2.05Repurchase Agreement does not exceed the Maximum Amount.

Margin Maintenance. (a) If at any time either (i) the aggregate outstanding amount Market Value of all Purchased Loans 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 Purchase Price of the Note Purchased Loans subject to all Transactions is greater less than the related Asset Value aggregate Par Margin Amount for all such Transactions, (either such excessevent, a “Margin Deficit”), then Buyer may may, by notice to Seller Seller, require Seller in such Transactions to transfer to Buyer cash within the time period specified in an amount at least clause (b) below, so that both (x) the cash and aggregate Market Value of the Purchased Loans will thereupon equal to 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 Deficit 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 elect in its sole discretion to permit Seller to transfer to Buyer additional Eligible Loans (“Additional Purchased Loans”) for no additional consideration or a combination of cash and Additional Purchased Loans, to cure a Margin Deficit, in either case within the time period set forth in clause (b) below. (b) Notice delivered required pursuant to Section 2.05(a6(a) may be given by any written or electronic meansmeans provided in Section 21 hereof. With respect to a Margin Call, any Any notice given before 5:00 p.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. within twenty-four (New York City time24) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.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 second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”hours. The failure of Buyer, on any one or more occasions, to exercise its rights hereunderunder 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. (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) a. If at any time the aggregate outstanding amount Market Value of the Purchase Price of the Note all Purchased Assets subject to all Transactions is greater less than the related Asset Value aggregate Buyer’s Margin Amount for all such Transactions, (such excessevent, a “Margin Deficit”), then Buyer may may, by notice to Seller Seller, require Seller in such Transactions to transfer to Buyer cash in an amount or, at least 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 the cash and aggregate Market Value of the Purchased Assets, including any such Additional Purchased Assets, will thereupon equal to the or exceed such aggregate Buyer’s Margin Deficit Amount, (such requirement, a “Margin Call”); provided that if Seller transfers cash, Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date. (b) b. Notice delivered required pursuant to Section 2.05(a6(a) may be given by any written or electronic meansmeans provided in Section 35 hereof. With respect to a Margin Call, any Any notice given before 5:00 p.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) time on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.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 second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller The Seller, 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 Seller or Guarantor. (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) If at any time the aggregate outstanding amount of the Purchase Price of the Note is greater than the related Asset Value (such excess, a “Margin Deficit”), then Buyer may by notice to Seller require Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”). (b) Notice delivered pursuant to Section 2.05(a) may be given by any written Buyer to Seller under Section 4(a) is given at or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. 10:00 a.m. (New York City Eastern time) on a Business Day Day, Seller shall be mettransfer cash and/or, and the related Margin Call satisfiedif acceptable to Buyer, no later than 5:00 Additional Purchased Mortgage Loans to Buyer before 6:00 p.m. (New York City Eastern time) on the following Business Day. With respect to a Margin Calldate of such notice, any and if such notice is given after 5:00 10:00 a.m. (Eastern time), Seller shall transfer such cash and/or Additional Purchased Mortgage Loans 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 5:00 p.m. (New York City Eastern time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction All cash required to be delivered to Buyer pursuant to this Section 4(b) shall be deposited by Seller into the Operating Account and, provided that no Event of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunderDefault has occurred and is continuing, 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. (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 in the related Margin Deficit or (ii) Operating Account as security for the Obligations or, at Buyer’s option, applied by Buyer to reduce pro rata the Repurchase Prices of all Purchased Mortgage Loans that are then subject to outstanding Transactions. Following the occurrence and during the continuance of any Event of Default, any such cash may be applied to reduce the Repurchase Price of such Purchased Mortgage Loans as Buyer shall select, with the amount to be applied to the Repurchase Price of any particular Purchased Mortgage Loan to be determined by Buyer, using such reasonable method of allocation as Buyer against shall elect in its sole discretion at the Purchase Pricetime. Notwithstanding the foregoing, Buyer retains the rightBuyer’s election, in its sole and absolute discretion, not to make a Margin Call at any time there is a Margin Deficit shall not in accordance with the provisions of this Section 2.05any way limit or impair its right to make a Margin Call at any other time a Margin Deficit exists (or still exists).

Margin Maintenance. (a) If at any time On Monday of each week during the Repurchase Term (or more often, if the Buyer in its sole discretion so decides), the Buyer will determine (i) the aggregate outstanding amount Market Value of all Purchased Loans and other Collateral held by the Purchase Price Buyer and (ii) the Current Margin for such date. (b) If on any date during the term of this Agreement the Note Current Margin for such date is greater less than the related Asset Value Original Margin for such date (such excessshortfall, a “"Margin Deficit”"), then the Buyer may by notice to the Seller (such notice, a "Margin Call") require Seller to that the Seller, at the Seller's option, transfer to the Buyer cash in an amount at least or additional Mortgage Loans reasonably acceptable to the Buyer (collectively, "Additional Collateral"), so that the Current Margin for such date will then equal to or exceed the Original Margin for such date; provided, however, that the Buyer may not make a Margin Call unless the Margin Deficit (such requirement, a “Margin Call”)exceeds $250,000. (c) If any notice is given under subparagraph (b) Notice delivered pursuant to Section 2.05(a) may be given by of this Paragraph 5 on any written Business Day, then the Seller shall transfer cash or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, Mortgage Loans as provided in such subparagraph no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.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) close of business on the second (2nd) Business Day following the date of on which such noticenotice is received. The foregoing time requirements for satisfaction of a Margin Call are referred Any cash transferred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, Buyer pursuant to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. 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. subparagraph (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 shall be held by the Buyer for so long as any Transaction remains in effect and shall be applied against the related Margin Deficit or (ii) may be applied by Buyer against Repurchase Price for any terminated Transaction on 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 2.05applicable Repurchase Date.

Margin Maintenance. (a) If at any time either (i) the aggregate outstanding amount Market Value of all Purchased Loans 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 Purchase Price of the Note Purchased Loans subject to all Transactions is greater less than the related Asset Value aggregate Par Margin Amount for all such Transactions (either such excessevent, a “Margin Deficit”), then Buyer may may, by notice to Seller Seller, require Seller in such Transactions to transfer to Buyer cash within the time period specified in an amount at least clause (b) below, so that both (x) the cash and aggregate Market Value of the Purchased Loans will thereupon equal to 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 Deficit Amount (either such requirement, a “Margin Call”). (b) Notice delivered required pursuant to Section 2.05(a6(a) may be given by any written or electronic meansmeans provided in Section 21 hereof. With respect to a Margin Call, any Any notice given before 5:00 p.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. within twenty-four (New York City time24) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.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 second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”hours. The failure of Buyer, on any one or more occasions, to exercise its rights hereunderunder 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. (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) If at any time On Monday of each week during the Repurchase Term (or more often, if the Buyer in its sole discretion so decides), the Buyer will determine (i) the aggregate outstanding amount Market Value of all Purchased Loans and other Collateral held by the Purchase Price Buyer and (ii) the Current Margin for such date. (b) If on any date during the term of this Agreement the Note Current Margin for such date is greater less than the related Asset Value Original Margin for such date (such excessshortfall, a “"Margin Deficit”"), then the Buyer may by notice to the Seller (such notice, a "Margin Call") require Seller to that the Seller, at the Buyer's option, transfer to the Buyer cash in an amount at least or additional Mortgage Loans reasonably acceptable to the Buyer (collectively, "Additional Collateral"), so that the Current Margin for such date will then equal to or exceed the Original Margin for such date; provided, however, that the Buyer may not make a Margin Call unless (i) the Margin Deficit exceeds $100,000 and (such requirement, a “ii) the Current Margin Call”)is less than five percent. (c) If any notice is given under subparagraph (b) Notice delivered pursuant to Section 2.05(a) may be given by of this Paragraph 5 on any written Business Day, then the Seller shall transfer cash or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, Mortgage Loans as provided in such subparagraph no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.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) close of business on the second (2nd) Business Day following the date of on which such noticenotice is given. The foregoing time requirements for satisfaction of a Margin Call are referred Any cash transferred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, Buyer pursuant to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. 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. subparagraph (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 shall be held by the Buyer for so long as any Transaction remains in effect and shall be applied against the related Margin Deficit or (ii) may be applied by Buyer against Repurchase Price for any terminated Transaction on 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 2.05applicable Repurchase Date.

Margin Maintenance. (a) If at any time either (i) the aggregate outstanding amount Market Value of all Purchased Loans 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 Purchase Price of the Note Purchased Loans subject to all Transactions is greater less than the related Asset Value aggregate Par Margin Amount for all such Transactions (either such excessevent, a “Margin Deficit”), then the Buyer may may, by notice to Seller Seller, require Seller in such Transactions to transfer to the Buyer cash within the time period specified in an amount at least clause (b) below, so that both (x) the cash and aggregate Market Value of the Purchased Loans will thereupon equal to 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 Deficit Amount (either such requirement, a “Margin Call”). Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date. (b) Notice delivered required pursuant to Section 2.05(a6(a) may be given by any written or electronic meansmeans provided in Section 21 hereof. With respect to a Margin Call, any Any notice given before 5:00 p.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. within twenty-four (New York City time24) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.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 second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”hours. The failure of Buyer, on any one or more occasions, to exercise its rights hereunderunder 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. (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) If at any time the aggregate outstanding amount of the Purchase Price of the Note is greater than the related Asset Value (such excess, a “Margin Deficit”), then Buyer may by notice to Seller require Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”). (b) Notice delivered pursuant to Section 2.05(a) may be given by any written Buyer to Seller under Section 4(a) is given at or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. 11:00 a.m. (New York City Eastern time) on a Business Day Day, Seller shall be mettransfer cash and/or, and the related Margin Call satisfiedif acceptable to Buyer, no later than 5:00 Additional Purchased Mortgage Loans to Buyer before 6:00 p.m. (New York City Eastern time) on the following Business Day. With respect to a Margin Calldate of such notice, any and if such notice is given after 5:00 p.m. 11:00 a.m. (New York City Eastern time) on a Business Day ), Seller shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. transfer such cash and/or Additional Purchased Mortgage Loans before 10:30 a.m. (New York City Eastern time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction All cash required to be delivered to Buyer pursuant to this Section 4(b) shall be deposited by Seller into the Operating Account and, provided that no Event of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunderDefault has occurred and is continuing, 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. (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 in the related Margin Deficit or (ii) Operating Account as security for the Obligations or, at Buyer’s option, applied by Buyer to reduce pro rata the Repurchase Prices of all Purchased Mortgage Loans that are then subject to outstanding Transactions. Following the occurrence and during the continuance of any Event of Default, any such cash may be applied to reduce the Repurchase Price of such Purchased Mortgage Loans as Buyer shall select, with the amount to be applied to the Repurchase Price of any particular Purchased Mortgage Loan to be determined by Buyer, using such reasonable method of allocation as Buyer against shall elect in its sole discretion at the Purchase Pricetime. Notwithstanding the foregoing, Buyer retains the rightBuyer’s election, in its sole and absolute discretion, not to make a Margin Call at any time there is a Margin Deficit shall not in accordance with the provisions of this Section 2.05any way limit or impair its right to make a Margin Call at any other time a Margin Deficit exists (or still exists).

Margin Maintenance. (a) If at any time the aggregate outstanding amount Market Value of the Purchase Price of the Note all Purchased Loans subject to all Transactions is greater less than the related Asset Value aggregate MV Margin Amount for all such Transactions (such excessevent, a ““ Margin DeficitDeficit ”), then Buyer may may, by notice to Seller Seller, require Seller in such Transactions to transfer to Buyer cash in an amount or, at least 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 cash and aggregate Market Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon equal to the or exceed such aggregate MV Margin Deficit Amount (such either requirement, a ““ Margin CallCall ”); provided that if Seller transfers cash, Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date. (b) Notice delivered required pursuant to Section 2.05(a6(a) may be given by any written or electronic meansmeans provided in Section 21 hereof. With respect to a Margin Call, any Any notice given before 5:00 p.m. on a Business Day at or prior to 11:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following same Business Day. With respect to a Margin Call, any Any notice given after 5:00 p.m. on a Business Day following 11:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 1:00 p.m. (New York City time) on the second (2nd) following Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”Day. The failure of Buyer, on any one or more occasions, to exercise its rights hereunderunder 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. (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) If at any time time, the aggregate outstanding amount Market Value of any of the Purchase Price of the Note is greater Purchased Loans shall be less than the related Asset Value Buyer’s Margin Amount for such Purchased Loans (such excess, a “Margin Deficit”), by greater than $250,000, when calculated on an aggregate basis with any other Purchased Loans, then Buyer may by notice to Seller require Seller to transfer to Buyer, not later than the Business Day after such notice is given, cash or additional collateral acceptable to Buyer in its sole and absolute discretion, so that the Market Value of each of the Purchased Loans shall equal or exceed the Deficit Cure Amount (taking into account the application of such cash or additional collateral to be delivered in an amount at least equal to reduction of the Margin Deficit (Repurchase Price) for such requirementPurchased Loans, a “Margin Call”)as of the same date. (b) If at any time, the Target Price for any Purchased Loan (as applied to the related Transaction) shall be greater than the Repurchase Price for such Purchased Security or Purchased Loan (a “Margin Excess”), then Seller may by notice to Buyer require Buyer to transfer to Seller cash in an amount (expressed in dollars) up to the Margin Excess; provided, that any such transfer of cash (1) shall be subject to the restriction that, when calculated on an aggregate basis with other Purchased Loans, there may be no Margin Deficit either created or increased as the result of such transfer of cash, (2) shall not be in any amount less than $500,000 and (3) shall be evidenced by amended and restated Confirmations and any other documentation as reasonably required. (c) If any notice is given by Buyer under Paragraph 4(a) of this Agreement on any Business Day, the Seller shall transfer cash or additional collateral as provided in Section 4(a) by no later than the next Business Day after the giving of such notice. Notice delivered required pursuant to Section 2.05(a4(a) of this Agreement may be given by any written or electronic means. With respect to a Margin Call, any notice given before 5:00 p.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. With respect to a Margin Call, any notice given after 5:00 p.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 second (2nd) Business Day following the date means permitted under Section 17 of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”this Agreement. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, under Section 4(a) of this Agreement 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. Buyer and Seller and Buyer each agree that a any failure or delay by Buyer to exercise its rights hereunder under Section 4(a) of this Agreement shall not limit or waive Buyersuch party’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellersuch party. (cd) In the event that Any cash transferred to Buyer pursuant to Section 4(a) of this Agreement with respect to any Purchased Loans shall be attributed to such Purchased Loan for which there was 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 2.05Deficit.

Margin Maintenance. (a) a. If at any time the aggregate outstanding amount Market Value of the Purchase Price of the Note all Purchased Assets subject to all Transactions is greater less than the related Asset Value aggregate Buyer's Margin Amount for all such Transactions (such excess, a “"Margin Deficit”"), then Buyer may by notice to the related Seller require the related Seller in such Transactions to transfer to Buyer cash in an amount at least so that the cash and aggregate Market Value of the Purchased Assets will thereupon equal to the or exceed such aggregate Buyer's Margin Deficit Amount (such requirement, a “"Margin Call”"). (b) b. Notice delivered required pursuant to Section 2.05(a6(a) may be given by any written or electronic meansmeans provided in Section 35 hereof. With respect to a Margin Call, any Any notice given received before 5:00 p.m. (11:00 a.m. New York City time) 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) time on the following such Business Day. With respect to a Margin Call, any ; notice given received after 5:00 p.m. (11:00 a.m. New York City time) 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) time on the second (2nd) following Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”Day. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller The related Seller, each Guarantor and the Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s '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 Seller 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 2.05any Guarantor.

Margin Maintenance. (a) If at any time either (i) the aggregate outstanding amount Market Value of all Purchased Loans 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 Purchase Price Purchased Loans for all Transactions is less than the sum of the Note is greater than the related Asset Value aggregate Par Margin Amount for all such Transactions (either such excessevent, a “Margin Deficit”), then the related Buyer may by notice to Seller require Seller in such Transactions to transfer to the related Buyer cash in an amount or, at least the related 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 such Buyer, so that both (x) the cash and aggregate Market Value of such Purchased Loans, including any such Additional Purchased Loans, will thereupon equal to or exceed such aggregate MV Margin Amount, and (y) the cash and unpaid principal balance of such Purchased Loans, including any such Additional Purchased Loans and any Purchased Loans, will thereupon equal or exceed such aggregate Par Margin Deficit Amount (either such requirement, a “Margin Call”). (b) Notice delivered required pursuant to Section 2.05(a6(a) may be given by any written or electronic meansmeans provided in Section 36 hereof. With respect to a Margin Call, any Any notice given before 5:00 p.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) time on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.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 second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of any Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of such Buyer to do so at a later date. Seller Seller, Guarantor and Buyer each agree that a failure or delay by any Buyer to exercise its rights hereunder shall not limit or waive Buyer’s Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for SellerSeller or Guarantor. (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) a. If at any time the aggregate outstanding amount Market Value of the Purchase Price of the Note all Purchased Securities subject to all Transactions is greater less than the related Asset Value Buyers’ Margin Amount for all such Transactions (such excessevent, a “Margin Deficit”), then any Buyer may by notice to Seller the Sellers require Seller the Sellers to transfer to the related Buyer cash in an amount or, at least the related Buyers’ option (and provided the Sellers have additional Eligible Securities), additional Eligible Securities (“Additional Purchased Securities”), so that both the cash and aggregate Market Value of all Purchased Securities, including any such Additional Purchased Securities, will thereupon equal to the or exceed such aggregate Buyers’ Margin Deficit Amount (such requirement, a “Margin Call”), subject to the provisions set forth herein with respect to the Maximum Recourse Amount. (b) b. Notice delivered required pursuant to Section 2.05(a6(a) may be given by any written or electronic meansmeans provided in Section 35 hereof. With respect to a Margin Call, any Any notice given before 5:00 p.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) time on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.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 second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyerthe Buyers, on any one or more occasions, to exercise its their rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer the Buyers to do so at a later date. Seller The Sellers, the Guarantor and Buyer the Buyers each agree that a failure or delay by Buyer the Buyers to exercise its their rights hereunder shall not limit or waive Buyer’s the Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellerthe Sellers or the Guarantor. (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) If at any time the aggregate outstanding amount Market Value of the Purchase Price of the Note all Purchased Securities subject to all Transactions is greater less than the related Asset Value aggregate Buyer's Margin Amount for all such Transactions (such excess, a “"Margin Deficit”"), then Buyer Nikko may by notice to Seller require Seller in such Transactions, at Seller's option, to transfer to Buyer Nikko cash or additional Purchased Securities acceptable to Nikko and which conform in an amount at least equal all respects to the applicable representations and warranties set forth in APPENDICES A, B, C AND D ("Additional Purchased Securities"), so that the cash and aggregate Market Value of the Purchased Securities, including any such Additional Purchased Securities, will thereupon equal or exceed such aggregate Buyer's Margin Deficit (such requirement, a “Margin Call”)Amount. (b) Notice delivered required pursuant to subsection (a) of this Section 2.05(a) 5 may be given by any written or electronic means. With A notice for the payment or delivery in respect to a of the Margin Call, any notice given Deficit received before 5:00 p.m. (10:00 a.m. New York City time) time on a Business Day shall Day, must be met, and the related Margin Call satisfied, met no later than 5:00 p.m. (Any notice given on a Business Day after 10:00 a.m., New York City time) , shall be met no later than 5:00 p.m., on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.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 second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of BuyerNikko, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer Nikko to do so at a later date. Seller and Buyer Nikko each agree that a failure or delay by Buyer Nikko to exercise its rights hereunder shall not limit or waive Buyer’s Nikko'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) If at any time the aggregate outstanding amount Market Value of the Purchase Price of the Note all Purchased Assets subject to all Transactions is greater less than the related Asset Value aggregate Buyer’s Margin Amount for all such Transactions (such excess, a “Margin Deficit”), then Buyer may by notice to Seller require Seller in such Transactions, at Buyer’s option, to transfer to Buyer cash, additional Loans or LLC Interests acceptable to Buyer in its sole discretion (“Additional Purchased Assets”), so that the cash in an amount at least and aggregate Market Value of the Purchased Assets, including any such Additional Purchased Assets, will thereupon equal to the or exceed such aggregate Buyer’s Margin Deficit Amount (such requirement, a “Margin Call”). (b) Notice delivered required pursuant to this Section 2.05(a) 6 may be given by any written or electronic meansmeans provided in Section 36 hereof. With respect to a Margin Call, any Any notice given before 5:00 1:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following next succeeding Business Day. With respect to a Margin Call, any ; notice given after 5:00 1:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 2:00 p.m. (New York City time) on the second (2nd) succeeding Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”Day. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. 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) If at any time the aggregate outstanding amount Market Value of all Purchased Assets subject to all Transactions is less than or equal to 95% of the Purchase Price of the Note is greater than the related Asset Value aggregate Buyer's Margin Amount for all such Transactions (such excess, a “"Margin Deficit”"), then Buyer may by notice to Seller require Seller in such Transactions, at Buyer's option, to transfer to Buyer cash or additional Eligible Assets acceptable to Buyer in an amount at least its sole discretion ("Additional Purchased Assets"), so that the cash and aggregate Market Value of the Purchased Assets, including any such Additional Purchased Assets, will thereupon equal to the or exceed such aggregate Buyer's Margin Deficit Amount (such requirement, a “"Margin Call”"). (b) Notice delivered required pursuant to Section 2.05(a6(a) may be given by any written or electronic meansmeans provided in Section 36 hereof. With respect to a Margin Call, any Any notice given before 5:00 1:00 p.m. (New York City time) 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) time on the following next succeeding Business Day. With respect to a Margin Call, any ; notice given after 5:00 1:00 p.m. (New York City time) time on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 2:00 p.m. (New York City time) time on the second (2nd) succeeding Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”Day. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller Seller, Originator and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s 's rights under this Agreement or otherwise existing by law or in any way create additional rights for SellerSeller or Originator. (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) If at any time either the aggregate outstanding amount Market Value or the aggregate unpaid principal balance of the Purchase Price of the Note all Purchased Loans subject to Transactions is greater less than the related Asset Value aggregate Margin Amount for all such Transactions (either such excessevent, a “Margin Deficit”), then Buyer may may, by notice to Seller Seller, require Seller in such Transactions to transfer to Buyer cash in an amount or, at least Buyer’s option (and provided Seller has additional Eligible Loans), additional Eligible Loans (“Additional Purchased Loans”) within one (1) Business Day after such notice by Buyer, so that the cash, together with the aggregate Market Value or unpaid principal balance, as applicable, of the Purchased Loans, including any such Additional Purchased Loans, will thereupon equal to the or exceed such aggregate Margin Deficit Amount (such requirement, a “Margin Call”); provided that if Seller transfers cash, Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date. (b) Notice delivered required pursuant to Section 2.05(a6(a) may be given by any written or electronic meansmeans provided in Section 21 hereof. With respect to a Margin Call, any Any notice given before 5:00 p.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. With respect to a Margin Call, any notice given after 5:00 p.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 second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunderunder 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. (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) If at any time either (i) the aggregate outstanding amount Market Value of all Purchased Loans 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 Purchase Price of the Note Purchased Loans subject to all Transactions is greater less than the related Asset Value aggregate Par Margin Amount for all such Transactions, (either such excessevent, a “Margin Deficit”), then Buyer may may, by notice to Seller Seller, require Seller in such Transactions to transfer to Buyer cash within the time period specified in an amount at least clause (b) below, so that both (x) the cash and aggregate Market Value of the Purchased Loans will thereupon equal to 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 Deficit 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 elect in its sole discretion to permit Seller to transfer to Buyer additional Eligible Loans (“Additional Purchased Loans”) for no additional consideration or a combination of cash and Additional Purchased Loans, to cure a Margin Deficit, in either case within the time period set forth in clause (b) below. Notice delivered required pursuant to Section 2.05(a6(a) may be given by any written or electronic meansmeans provided in Section 21 hereof. With respect to a Margin Call, any Any notice given before 5:00 p.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. within twenty-four (New York City time24) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.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 second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”hours. The failure of Buyer, on any one or more occasions, to exercise its rights hereunderunder 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. (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) If at any time either (i) the aggregate outstanding amount Market Value of all Purchased Loans 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 Purchase Price of the Note Purchased Loans for all Transactions is greater less than the related Asset Value aggregate Par Margin Amount for all such Transactions (either such excessevent, a “Margin Deficit”), then Buyer may may, by notice to Seller Seller, require Seller in such Transactions to transfer to Buyer cash in an amount or, at least 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 both (x) the cash and aggregate Market Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon equal to or exceed such aggregate MV Margin Amount, and (y) the cash and unpaid principal balance of such Purchased Loans, including any such Additional Purchased Loans and Purchased Loans, will therefore equal or exceed such aggregate Par Margin Deficit Amount (such either requirement, a “Margin Call”); provided that if Seller transfers cash, Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date. (b) Notice delivered required pursuant to Section 2.05(a6(a) may be given by (i) by any written means provided in Section 21 hereof, (ii) via electronic mail in an excel spreadsheet format, or electronic means(iii) in such other format acceptable to Buyer in its sole discretion. With respect to a Margin Call, any Any notice given before on a Business Day preceding 12:00 p.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 Business Day. Any notice given on a Business Day following 12:00 p.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 following Business Day. With respect to a Margin Call, any notice given after 5:00 p.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 second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunderunder 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. (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.