Common use of Margin Deficit Clause in Contracts

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all Purchased Loans on any date that the Market Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder is less than the aggregate Repurchase Price (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Calls, if any) for all such Transactions (a “Margin Deficit”), then by notice to the Seller (a “Margin Call”), the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) On any Business Day on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of written request from the Seller either remit cash or Release Purchased Loans as may be designated in a request by Seller, in either case, in an amount equal to the lesser of (i) the amount requested by the Seller and (ii) such Margin Excess, subject always to the other limitations of this Agreement. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, such cash shall be (y) additional Purchase Price with respect to the Transactions, and (z) subject in all respect to the provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased Loan.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all Purchased Loans If on any date that Business Day the Market Value of a Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder Asset is less than the aggregate product of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Price for such Purchased Asset as of such date (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Callsexcess, if any) for all such Transactions (a , “Margin Deficit”), then by notice Buyer shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the Seller right from time to time as determined in its sole and absolute discretion to make a margin call in writing (a “Margin Call”), the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) On Upon delivery of a Margin Call on any Business Day, Seller shall, within one (1) Business Day on which from the Purchase Value date of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (a “Margin Excess”)2) Business Days, so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of written request from the Seller either remit cash or Release Purchased Loans as may be designated in a request by Seller, in either case, in an amount equal to the lesser of (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount requested and manner permitted by the Seller and Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin ExcessDeficit or in any way limit, subject always stop or impair Buyer’s right to deliver a Margin Call at any time when the same or any other limitations of this AgreementMargin Deficit exists on the same or any other Purchased Asset. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller Buyer’s rights under this Section 6.1(b4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) as if it were a request for a Transaction. To the extent the Administrative Agent remits All cash transferred to the Seller, such cash shall be (y) additional Purchase Price Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the TransactionsWaterfall Account, except as directed by Buyer, and (z) subject notwithstanding any provision in all respect Section 5.02 or 5.03 to the provisions and limitations of this Agreement. Each Buyer contrary, shall fund its Pro Rata share be applied to reduce the Purchase Price of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased LoanAsset.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all Purchased Loans on any date that the Market Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder is less than the aggregate Repurchase Price (excluding Price Differential Differential), minus cash transfers previously made from the Seller to the Administrative Agent in response to previous Margin Calls, if any) , for all such Transactions (a “Margin Deficit”), then by notice to the Seller (a “Margin Call”), the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate appropriate, either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). The Agent will recalculate the Purchase Value of all or a portion of the Purchased Loans at the times it deems appropriate in its sole discretion and at any other time at the request of the Required Buyers. (b) On any Business Day on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of written request from the Seller either Seller, remit cash or Release release Purchased Loans as may be designated in a request requested by the Seller, in either case, in an amount equal to the lesser of (i) the amount requested by the Seller and (ii) such Margin Excess, subject always to the other limitations of this Agreement. If cash is to be remitted, then remitted the Administrative Agent shall treat the receipt of the written request of the Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, such cash shall be (yA) additional Purchase Price with respect to the Transactions, and (zB) subject in all respect respects to the provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased Loan.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all Purchased Loans If on any date that (i) the Market Value of for any Purchased Loans is calculated Asset (as determined by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder Buyer) is less than (ii) the aggregate Repurchase product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Purchase Price for such Purchased Asset as of such date (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Callsexcess, if any, of (ii) for all such Transactions over (i), a “Margin Deficit”), then by Seller shall, within three (3) Business Days after notice to the Seller from Buyer (a “Margin Call”), the Administrative Agent shall, require the Seller transfer cash to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon Buyer in an amount at least equal to such Margin Deficit. Buyer shall apply the then aggregate funds received in satisfaction of a Margin Deficit to the Repurchase Price (excluding Price Differential)Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by reference. (b) On Buyer’s election not to deliver, or to forbear from delivering, a Margin Call notice at any Business Day on which the Purchase Value of the Purchased Loans subject time there is a Margin Deficit shall not waive or be deemed to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of written request from the Seller either remit cash or Release Purchased Loans as may be designated in a request by Seller, in either case, in an amount equal to the lesser of (i) the amount requested by the Seller and (ii) waive such Margin ExcessDeficit or in any way limit, subject always stop or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other limitations Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of this Agreementsuch Margin Call under Section 4.01(a) above are satisfied). If cash is Buyer’s rights relating to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller Margin Deficits under this Section 6.1(b4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (c) as if it were a request for a Transaction. To the extent the Administrative Agent remits All cash transferred to the Seller, such cash shall be (y) additional Purchase Price Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the TransactionsWaterfall Account, except as directed by Buyer, and (z) subject notwithstanding any provision in all respect Section 5.02 to the provisions and limitations of this Agreement. Each Buyer contrary, shall fund its Pro Rata share be applied to reduce the Purchase Price of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased LoanAsset.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all With respect to any Purchased Loans Asset, if on any date that an amount equal to the product of the Applicable Percentage for such Purchased Asset, multiplied by the applicable Market Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder is less than the aggregate Repurchase outstanding Purchase Price for such Purchased Asset as of such date (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Callsexcess, if any) for all such Transactions (, a “Margin Deficit”), then by Seller shall, within two (2) Business Days after notice to the Seller from Buyer (a “Margin Call”), the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s optioni) cash or additional Eligible Loans reasonably acceptable transfer immediately available funds to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon Buyer in an amount at least equal to such Margin Deficit, or (ii) repurchase the then aggregate related Purchased Assets in accordance with Section 3.04 to the extent necessary to fully cure the related Margin Deficit such that, after giving effect to such payments and/or repurchases, such related Margin Deficit shall be reduced to zero; provided that, prior to the occurrence and during the continuance of a Default or an Event of Default, Buyer shall not make any Margin Call to the extent the related Margin Deficit resulted solely from interest rate changes and/or credit spread movements. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Price (excluding Price Differential)Obligations in such manner as Buyer determines. (b) On At any Business Day on which time Buyer notifies Seller in writing that Seller has failed to satisfy the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”)Facility Debt Yield Test, so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent Seller shall, upon receipt of written request as soon as practicable, and in no event later than two (2) Business Days from the Seller date of such notice, either remit cash or Release Purchased Loans as may be designated in a request by Seller, in either case, in an amount equal to the lesser of (i) transfer immediately available funds to Buyer, which Buyer shall apply to reduce the amount requested by the Seller and (ii) such Margin Excess, subject always to the other limitations of this Agreement. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, such cash shall be (y) additional outstanding Purchase Price with respect to the Transactions, and (z) subject in all respect to the provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated of the Purchased Loans and Buyers’ delivery Assets in the amount Buyer determines is necessary to cure the related breach or (ii) repurchase the related Purchased Assets in accordance with Section 3.04 to the extent necessary to fully cure the related breach of the Facility Debt Yield Test such that, after giving effect to such payments and/or repurchases, the related breach of the Facility Debt Yield Test shall be satisfied. Buyer shall apply the funds received in pursuant to this Section 4.01(b) to reduce the Repurchase Prices of one or more of the Purchased Assets that contributed to the breach by Seller of the File for each Facility Debt Yield Test in such manner and in such amounts as Buyer determines in its sole discretion. (c) ▇▇▇▇▇’s election not to deliver, or to forbear from delivering, a margin deficit notice at any time there is a Margin Deficit shall not waive or be deemed to waive the Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a notice of Margin Deficit at any time when the same or any other Margin Deficit exists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by ▇▇▇▇▇, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such Purchased LoanAsset. Immediately after the satisfaction by ▇▇▇▇▇▇ of each Margin Call hereunder, ▇▇▇▇▇▇ and ▇▇▇▇▇ shall execute and deliver the appropriate amended and restated Confirmations.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all Purchased Loans If on any date that Business Day the Market Value of a Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder Asset is less than the aggregate product of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Price for such Purchased Asset as of such date (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Callsexcess, if any) for all such Transactions (a , “Margin Deficit”), then by notice Buyer shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the Seller right from time to time as determined in its sole and absolute discretion to make a margin call in writing (a “Margin Call”), the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) On Upon delivery of a Margin Call on any Business Day, Seller shall, within one (1) Business Day on which from the Purchase Value date of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions related Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (a “Margin Excess”)2) Business Days, so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of written request from the Seller either remit cash or Release Purchased Loans as may be designated in a request by Seller, in either case, in an amount equal to the lesser of (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount requested and manner permitted by the Seller and Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin ExcessDeficit or in any way limit, subject always stop or impair Buyer’s right to deliver a Margin Call at any time when the same or any other limitations of this AgreementMargin Deficit exists on the same or any other Purchased Asset. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller Buyer’s rights under this Section 6.1(b4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) as if it were a request for a Transaction. To the extent the Administrative Agent remits All cash transferred to the Seller, such cash shall be (y) additional Purchase Price Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the TransactionsWaterfall Account, except as directed by ▇▇▇▇▇, and (z) subject notwithstanding any provision in all respect Section 5.02 or 5.03 to the provisions and limitations of this Agreement. Each Buyer contrary, shall fund its Pro Rata share be applied to reduce the Purchase Price of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased LoanAsset.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all Purchased Loans If on any date that the Market Value of for any Purchased Loans is calculated Asset (as determined by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder Buyer) is less than the aggregate product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Repurchase Price for such Purchased Asset as of such date (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Callsexcess, if any) for all such Transactions (a , “Margin Deficit”), then by notice to the Seller then, at any time when (i) a “Margin Call”), the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) On any Business Day on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), so long as no Default or an Event of Default has occurred and is continuing continuing, (ii) all aggregate unpaid Margin Deficits equal or will result therefromexceed $1,000,000, or (iii) the Administrative Agent shall, upon receipt of written request from the Seller either remit cash or Release unpaid Margin Deficit with respect to any individual Purchased Loans as may be designated in a request by Seller, in either case, in Asset exceeds an amount equal to five percent (5%) of such Purchased Asset’s Market Value as of the lesser related Purchase Date, in each case, Buyer shall have the right from time to time as determined in its sole and absolute discretion to make a margin call (“Margin Call”) to Seller. Notwithstanding the foregoing, the determination of Market Value for purposes of this Section 4.01(a) shall exclude changes caused solely due to fluctuations in interest rates and changes in spreads. Thereafter, prior to the expiration of the Funding Period, Seller shall, within two (2) Business Days after notice from Buyer of any such Margin Call, transfer cash to Buyer in an amount at least equal to such Margin Deficit and, provided that, at any time prior to the consummation of an IPO Transaction and after the expiration of the Funding Period, if a Margin Call is not satisfied on a timely basis by Seller with available cash (and Seller, Pledgor, KKR REIT and Guarantor have, on a timely basis, used all of their available cash and cash equivalents to reduce the existing Margin Deficit), then Seller may satisfy its obligations related to the remaining Margin Deficit by paying any remaining amount due within the earlier of (x) the time period provided for funding capital calls from Approved Investors under Guarantor’s organizational documents, and (y) ten (10) Business Days after the date of the related Margin Call, so long as (A) sufficient undrawn capital from Approved Investors remains under the applicable organizational documents or subscription agreements and (B) Guarantor immediately (i) makes the amount requested by the Seller required capital calls from Approved Investors under its organizational documents, and (ii) such Margin Excess, subject always to the other limitations provides Buyer with copies of all notices and requests delivered under clause (i) of this Agreementsentence. (b) Buyer’s election not to deliver, or to forbear from delivering, a margin deficit notice at any time there is a Margin Deficit shall not waive or be deemed to waive the Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a margin deficit notice at any time when the same or any other Margin Deficit exists. If cash is Buyer’s rights relating to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller Margin Deficits under this Section 6.1(b4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (c) as if it were a request for a Transaction. To the extent the Administrative Agent remits All cash transferred to the Seller, such cash shall be (y) additional Purchase Price Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the TransactionsWaterfall Account, except as directed by Buyer, and (z) subject notwithstanding any provision in all respect Section 5.02 to the provisions contrary, shall be applied to reduce the Purchase Price of such Purchased Asset. (d) After the satisfaction of each Margin Deficit under this Section 4.01, Seller and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price execute all necessary and appropriate amended Confirmations, as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased Loandetermined by Buyer.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all Purchased Loans on any date that the Market Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value Margin Amount of all Purchased Loans subject to all Transactions hereunder is less than the aggregate Repurchase Price (excluding Price Differential minus Differential), minus, without duplication, cash transfers previously made from the Seller to the Administrative Agent in response to previous Margin Calls, if any) , for all such Transactions Transactions, a margin deficit (a “Margin Deficit”) will exist. If at any time the Margin Deficit exceeds One Million Dollars ($1,000,000), then by notice to the Seller (a “Margin Call”), the Administrative Agent shall, shall require the Seller to transfer (for the account of the Buyers) to the Administrative Agent (in the case of cash) or the CustodianCustodian (in the case of Additional Purchased Loans, as appropriate defined below), as appropriate, either (at the Seller’s option) cash or cash, additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value Price of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) On any Business Day on which the Purchase Value aggregate Margin Amount of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price (excluding Price Differential) of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of a written request from the Seller either and provided such Margin Excess exceeds One Million Dollars ($1,000,000), remit cash or Release authorize Custodian to release Purchased Loans Loans, as may be designated in a request requested by the Seller, in either case, case in an amount equal to the lesser of (i) the amount requested by the Seller and (ii) such Margin Excess, subject always to the other limitations of this Agreement. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of the Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, such cash shall be (yA) additional Purchase Price with respect to the Transactions, and (zB) subject in all respect respects to the provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased Loan.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all With respect to any Purchased Loans Asset, if on any date that an amount equal to the product of the Applicable Percentage for such Purchased Asset, multiplied by the applicable Market Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder is less than the aggregate Repurchase outstanding Purchase Price for such Purchased Asset as of such date (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Callsexcess, if any) for all such Transactions (, a “Margin Deficit”), then by Seller shall, within two (2) Business Days after notice to the Seller from Buyer (a “Margin Call”), the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s optioni) cash or additional Eligible Loans reasonably acceptable transfer immediately available funds to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon Buyer in an amount at least equal to such Margin Deficit, or (ii) repurchase the then aggregate related Purchased Assets in accordance with Section 3.04 to the extent necessary to fully cure the related Margin Deficit such that, after giving effect to such payments and/or repurchases, such related Margin Deficit shall be reduced to zero; provided that, prior to the occurrence and during the continuance of a Default or an Event of Default, Buyer shall not make any Margin Call to the extent the related Margin Deficit resulted solely from interest rate changes and/or credit spread movements. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Price (excluding Price Differential)Obligations in such manner as Buyer determines. (b) On At any Business Day on which time Buyer notifies Seller in writing that Seller has failed to satisfy the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”)Facility Debt Yield Test, so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent Seller shall, upon receipt of written request as soon as practicable, and in no event later than two (2) Business Days from the Seller date of such notice, either remit cash or Release Purchased Loans as may be designated in a request by Seller, in either case, in an amount equal to the lesser of (i) transfer immediately available funds to Buyer, which Buyer shall apply to reduce the amount requested by the Seller and (ii) such Margin Excess, subject always to the other limitations of this Agreement. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, such cash shall be (y) additional outstanding Purchase Price with respect to the Transactions, and (z) subject in all respect to the provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated of the Purchased Loans and Buyers’ delivery Assets in the amount Buyer determines is necessary to cure the related breach or (ii) repurchase the related Purchased Assets in accordance with Section 3.04 to the extent necessary to fully cure the related breach of the Facility Debt Yield Test such that, after giving effect to such payments and/or repurchases, the related breach of the Facility Debt Yield Test shall be satisfied. Buyer shall apply the funds received in pursuant to this Section 4.01(b) to reduce the Repurchase Prices of one or more of the Purchased Assets that contributed to the breach by Seller of the File for each Facility Debt Yield Test in such manner and in such amounts as Buyer determines in its sole discretion. (c) Buyer’s election not to deliver, or to forbear from delivering, a margin deficit notice at any time there is a Margin Deficit shall not waive or be deemed to waive the Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a notice of Margin Deficit at any time when the same or any other Margin Deficit exists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such Purchased LoanAsset. Immediately after the satisfaction by Seller of each Margin Call hereunder, Seller and Buyer shall execute and deliver the appropriate amended and restated Confirmations.

Margin Deficit. (a) The Administrative Agent will recalculate If on any date the Purchase aggregate Market Value of all Purchased Loans on any date that the Market Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder Underlying Assets is less than the product of (A) Buyer’s Margin Percentage times (B) the aggregate Repurchase outstanding Purchase Price (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Calls, if any) for all Purchased Assets as of such Transactions date (a “Margin Deficit”), then by and such Margin Deficit is greater than the Minimum Transfer Amount, Buyer may provide notice to the Seller (as such notice is more particularly set forth below and in Section 4.01(b) (a “Margin Call”)) of such Margin Deficit. Such notice shall require Sellers to transfer cash to Buyer to reduce the Aggregate Purchase Price, so that, after giving effect to such payments, the Administrative Agent shallAggregate Purchase Price for all Purchased Assets does not exceed the aggregate Market Value of all Underlying Assets multiplied by the Applicable Percentage as of such date. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations to reduce the Aggregate Purchase Price in such manner as Buyer determines. For the avoidance of doubt, require a Margin Call may be made with respect to a single Purchased Asset, multiple Purchased Assets or any number of Underlying Assets, so long as, subject to the following sentence, a Margin Deficit that is greater than the Minimum Transfer Amount exists. Notwithstanding the foregoing, at any time an Underlying Asset becomes (x) a Non-Performing Mortgage Loan or (y) an REO Property, if the Market Value of such Underlying Asset is less than the product, as of such date, of (A) Buyer’s Margin Percentage times (B) the Allocated Purchase Price for such Underlying Asset, Buyer may provide a notice to Sellers in accordance with this Section 4.01 requiring Seller to transfer (for the account of the Buyers) cash to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable Buyer to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any eliminate such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential)deficit. (b) On Notice delivered pursuant to Section 4.01(a) may be given by any written means. Any notice given before 11:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on which the Purchase Value next Business Day; notice given after 11:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 11:00 a.m. (New York City time) on the second Business Day following such notice delivery (the foregoing time requirements for satisfaction of a Margin Call are referred to as the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin ExcessDeadlines”). 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 long as no Default at a later date. (c) Buyer’s election not to deliver a Margin Call at any time there is a Margin Deficit shall not waive the Margin Deficit or Event of Default has occurred and is continuing in any way limit or will result therefrom, impair Buyer’s right to deliver a Margin Call at any time when the Administrative Agent shall, upon receipt of written request from the Seller either remit cash same or Release Purchased Loans as may be designated in a request by Seller, in either case, in an amount equal to the lesser of (i) the amount requested by the Seller and (ii) such any other Margin Excess, subject always to the other limitations of this AgreementDeficit exists. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller Buyer’s rights under this Section 6.1(b4.01 are in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) as if it were a request for a Transaction. To the extent the Administrative Agent remits All cash transferred to the Seller, such cash shall be (y) additional Purchase Price Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the TransactionsWaterfall Account, except as directed by Buyer, and (z) subject notwithstanding any provision in all respect Section 5.03 to the provisions and limitations of this Agreement. Each Buyer contrary, shall fund its Pro Rata share be applied to reduce the Purchase Price of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased LoanAsset.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of With respect to any Purchased Asset or all Purchased Loans Assets, as applicable, if on any date that either of the Market following has occurred: (I) for any individual Purchased Asset, the Asset Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder is less than the aggregate Repurchase outstanding Purchase Price for such Purchased Asset as of such date, or (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Calls, if anyII) for all such Transactions Purchased Assets, the Facility Debt Yield Test is not satisfied (the amount of any shortfall under clause (I) or the amount necessary to satisfy clause (II), a “Margin Deficit”), then by notice Buyer shall have the right from time to the time as determined in its sole discretion to make a margin call on Seller (a “Margin Call”), the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) On any Business Day on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of written request from the Seller either remit cash or Release Purchased Loans as may be designated in a request by Seller, in either case, in an amount equal to the lesser amount of the related Margin Deficit; provided that, prior to the occurrence and continuance of a Default or an Event of Default, Buyer shall only make a Margin Call if the related Margin Deficit exceeds, or if the aggregate of all Margin Deficits collectively exceeds, the applicable Material Impairment Threshold. (b) Upon Buyer making a Margin Call for any reason in accordance with this Agreement, Seller shall, within two (2) Business Days after notice of such Margin Call from Buyer, (i) the amount requested by the Seller and transfer cash to Buyer, (ii) such repurchase the Purchased Asset(s) that caused the related Margin ExcessDeficit at the related Repurchase Price(s) thereof, subject always to the other limitations of this Agreement. If cash is to be remitted, then the Administrative Agent shall treat the receipt or (iii) choose any combination of the written request of Seller foregoing, so that, after giving effect to such repurchases and payments, the Margin Deficit is cured. (c) ▇▇▇▇▇’s election not to deliver, or to forbear from delivering a margin deficit notice at any time there is a Margin Deficit shall not waive or be deemed to waive the Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a margin deficit notice at any time when the same or any other Margin Deficit exists. Buyer’s rights relating to Margin Deficits under this Section 6.1(b4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 shall be deposited into the Waterfall Account, except as if it were a request for a Transaction. To the extent the Administrative Agent remits cash directed by ▇▇▇▇▇, and notwithstanding any provision in Section 5.02 to the Sellercontrary, such cash shall be (y) additional Purchase Price with respect applied to reduce the Transactions, and (z) subject related Margin Deficit until the Margin Call has been satisfied in all respect to full. Immediately after the provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to satisfaction by Seller of one or more designated Purchased Loans each Margin Call hereunder, ▇▇▇▇▇▇ and Buyers’ delivery to Seller of the File for each such Purchased Loan▇▇▇▇▇ shall execute and deliver an Amended and Restated Confirmation.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all Purchased Loans on any date that the Market Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder is more than $100,000 less than the aggregate Repurchase Price (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Calls, if any) for all such Transactions (a “Margin Deficit”), then by notice to the Seller (a “Margin Call”), the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) On any Business Day on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of written request from the Seller either remit cash or Release Purchased Loans as may be designated in a request by Seller, in either case, in an amount equal to the lesser of (i) the amount requested by the Seller and (ii) such Margin Excess, subject always to the other limitations of this Agreement. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, such cash shall be (y) additional Purchase Price with respect to the Transactions, and (z) subject in all respect to the provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased Loan.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all Purchased Loans on any date that the Market Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder is less than the aggregate Repurchase Price (excluding Price Differential minus Differential), minus, without duplication, cash transfers previously made from the Seller to the Administrative Agent in response to previous Margin Calls, if any) , for all such Transactions (a “Margin Deficit”), then by notice to the Seller (a “Margin Call”), the Administrative Agent shall, shall require the Seller to transfer (for the account of the Buyers) to the Administrative Agent (in the case of cash) or the CustodianCustodian (in the case of Additional Purchased Loans, as appropriate defined below), as appropriate, either (at the Seller’s option) cash or cash, additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) On any Business Day on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price (excluding Price Differential) of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of a written request from the Seller either Seller, remit cash or Release authorize Custodian to release Purchased Loans Loans, as may be designated in a request requested by the Seller, in either case, case in an amount equal to the lesser of (i) the amount requested by the Seller and (ii) such Margin Excess, subject always to the other limitations of this Agreement. If cash is to be remitted, then remitted the Administrative Agent shall treat the receipt of the written request of the Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, such cash shall be (yA) additional Purchase Price with respect to the Transactions, and (zB) subject in all respect respects to the provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased Loan.

Margin Deficit. (a) The Administrative Agent will recalculate In the event the Purchase Price of outstanding Transactions is greater than the sum of (i) the aggregate Market Value of all the Purchased Loans on Assets (provided that with respect to any date that Purchased Mortgage Loan, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 Mortgage Loan) and at any other time the Administrative Agent elects to do so. If at any time (ii) cash or the aggregate Purchase Market Value of all Purchased the Eligible Mortgage Loans subject (provided that with respect to all Transactions hereunder is less than any Eligible Mortgage Loan, the aggregate Repurchase Price (excluding Price Differential minus cash transfers previously made from Seller to Market Value for purposes of such computation will not exceed the Administrative Agent outstanding principal balance of such Eligible Mortgage Loan) on deposit in response to previous Margin Calls, if any) for all such Transactions the Buyer’s Account (a “Margin Deficit”), then Custodian shall so notify Seller by notice 4:30 p.m. on such Business Day. By no later than 5:00 p.m. on the date of any such notice, Seller shall transfer to the Seller (a “Margin Call”)Seller’s Account Additional Purchased Assets and/or Cash such that, after transfer thereof by Buyer to Buyer’s Account, the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Market Value of the Purchased LoansAssets (provided that with respect to any Purchased Mortgage Loan, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Purchased Mortgage Loan), including any such Additional Purchased LoansAssets and Cash, will thereupon at least equal equals or exceeds the then aggregate Repurchase Purchase Price (excluding of outstanding Transactions and any accrued and unpaid interest relating to the Price Differential). (b) On any Differential thereon. If such Margin Deficit is not cured by the Repo Seller within the same Business Day (if notice of a Margin Deficit is provided at or before 4:30 p.m. (New York time) on which such day) or the Purchase Value immediately following Business Day (if notice of a Margin Deficit is provided after 4:30 p.m. (New York time)) the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (Custodian shall notify Buyer and Seller that a “Margin Excess”), so long as no Default or Repo Event of Default has occurred and is continuing or will result therefromoccurred, unless waived in writing by 100% of the Administrative Agent shall, upon receipt Noteholders of written request from the Seller either remit cash or Release each class of Notes. All Additional Purchased Loans as may Assets transferred to Buyer’s Account shall be designated in a request by Seller, in either case, in an amount equal to the lesser of (i) the amount requested by the Seller and (ii) such Margin Excess, subject always to the other limitations of this Agreement. If cash is deemed to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, such cash shall be (y) additional Purchase Price with respect to the Transactions, and (z) subject in all respect to the provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased LoanAssets.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all Purchased Loans on any date that the Market Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder is less than the aggregate Repurchase Price (excluding Price Differential Differential, minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Calls, if any) , for all such Transactions (a “Margin Deficit”), then by notice to the Seller (a “Margin Call”), the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). The Agent will recalculate the Purchase Value of all or a portion of the Purchased Loans (i) at the times it deems appropriate in its sole discretion and (ii) within one Business Day after receiving a reasonable request, in writing (which may be in the form of e-mail sent to the Agent), for such recalculation from the Required Buyers. (b) On any Business Day on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of written request from the Seller either Seller, remit cash or Release release Purchased Loans as may be designated in a request requested by Seller, in either case, in an amount equal to the lesser of (i) the amount requested by the Seller and (ii) such Margin Excess, subject always to the other limitations of this Agreement. If cash is to be remitted, then remitted the Administrative Agent shall treat the receipt of the written request of Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, such cash shall be (y) additional Purchase Price with respect to the Transactions, and (z) subject in all respect respects to the provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased Loan.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all Purchased Loans on any date that the Market Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value Margin Amount of all Purchased Loans subject to all Transactions hereunder is less than the aggregate Repurchase Price (excluding Price Differential minus Differential), minus, without duplication, cash transfers previously made from the Seller to the Administrative Agent in response to previous Margin Calls, if any) , for all such Transactions Transactions, a margin deficit (a “Margin Deficit”) will exist. If at any time the Margin Deficit (including any amounts that remain due and payable with respect to any previously issued Margin Call) exceeds Five Hundred Thousand Dollars ($500,000), then by notice to the Seller (a “Margin Call”), the Administrative Agent shall, shall require the Seller to transfer (for the account of the Buyers) to the Administrative Agent (in the case of cash) or the CustodianCustodian (in the case of Additional Purchased Loans, as appropriate defined below), as appropriate, either (at the Seller’s option) cash or cash, additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value Price of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) On any Business Day on which the Purchase Value aggregate Margin Amount of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price (excluding Price Differential) of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of a written request from the Seller either and provided such Margin Excess exceeds Five Hundred Thousand Dollars ($500,000), remit cash or Release authorize Custodian to release Purchased Loans Loans, as may be designated in a request requested by the Seller, in either case, case in an amount equal to the lesser of (i) the amount requested by the Seller and (ii) such Margin Excess, subject always to the other limitations of this Agreement. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of the Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, such cash shall be (yA) additional Purchase Price with respect to the Transactions, and (zB) subject in all respect respects to the provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased Loan.share

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all Purchased Loans on any date that the Market Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Asset Value of all a Purchased Loans subject to all Transactions hereunder Asset, plus any previously tendered Deficit Cure Amount (or, if a Deficit Cure Amount was provided by an Additional Asset, the lesser of such Deficit Cure Amount and the product of (x) the Market Value of such Additional Asset and (y) the Purchase Rate for such Additional Asset), is less than the aggregate Repurchase Price (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Calls, if any) Amount for all such Transactions Purchased Asset (a “"Margin Deficit”"), then Buyer may by notice to Seller in the form of Exhibit IX (as such notice is more particularly set forth below, a "Margin Deficit Notice") require Seller to, no later than 5:00 p.m. on the third Business Day following the receipt of a Margin Deficit Notice, (or if such time falls on a “Margin Call”day that is not a Business Day, no later than the corresponding time on the first Business Day following the receipt of such notice), at Seller's option, (i) sell to Buyer for no additional consideration (by transfer to Buyer or its designee) additional Eligible Assets with respect to which information has been furnished to Buyer in accordance with the Administrative Agent shallprocedures set forth in Article III and which have been approved by Buyer in its sole discretion ("Additional Assets"), require (ii) repurchase, in whole, the Seller Purchased Asset giving rise to transfer such Margin Deficit, (for the account iii) make a payment in reduction of the BuyersRepurchase Price of such Purchased Asset, (iv) to deposit cash in the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”)Margin Account, or a (v) choose any combination of the foregoing, in each case in an amount (or, in the case of Additional Assets, having a deemed Purchase Price in an amount)(such amount, in each case, a "Deficit Cure Amount") such that, after giving effect to such transfers, repurchases and payments, no Margin Deficit shall then exist. All cash transferred to Buyer pursuant to this Section 4.01 shall be deposited in the Margin Account and Additional Purchased Loans, so that shall be applied by Buyer to reduce the cash and the aggregate Purchase Value Repurchase Price of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) On any Business Day on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of written request from the Seller either remit cash or Release Purchased Loans as may be designated in a request by Seller, in either case, in an amount equal Asset giving rise to the lesser of (i) Margin Deficit on the amount requested by the Seller and (ii) such Margin Excess, subject always to the other limitations of this Agreement. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, such cash shall be (y) additional Purchase Price with respect to the Transactions, and (z) subject in all respect to the provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased Loannext Payment Date.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all Purchased Loans (i) If on any date that the Market Value of a Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder Asset is less than the aggregate product of (A) the Margin Percentage times (B) the outstanding Repurchase Price for such Purchased Asset as of such date (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Callsexcess, if any) for all such Transactions (, a “Margin Deficit”), and provided that (I) a Credit Event relating to such Purchased Asset has occurred, and (II) each Margin Deficit shall exclude any portion thereof that resulted from any interest rate changes and/or credit spread movements, then the related Seller shall, within five (5) Business Days after the receipt of written notice from Buyer (which notice may be by notice to the Seller electronic mail) (a “Margin Call”)) (i) transfer cash to Buyer, (ii) repurchase Purchased Assets at the Administrative Agent shallRepurchase Price thereof, require the Seller to transfer or (for the account iii) choose any combination of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loansforegoing, so that the cash that, after giving effect to such transfers, repurchases and payments, the aggregate Purchase Value Price for all Purchased Assets does not exceed an aggregate amount equal to the products of the Market Value for each Purchased LoansAsset, including any times the Applicable Percentage. Buyer shall apply the funds received in satisfaction of a Margin Deficit with respect to a Purchased Asset to the Repurchase Obligations owing with respect to such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential)Asset. (bi) On any Business Day on which In lieu of a Margin Call pursuant to Section 4.01(a)(i), Buyer may, in its discretion upon written request of the related Seller, reallocate previous partial prepayments made pursuant to Section 3.07 in order to eliminate the related Margin Deficit by increasing the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (certain Purchased Assets and decreasing the Purchase Price of other Purchased Assets. Any such request for reallocation shall include a “Margin Excess”), so long as certification by such Seller that no Default or Event of Default has occurred and is continuing or will result therefrom(except as would be cured by such reallocation), and shall set forth the following, with such back-up calculations as Buyer may require: (i) the amount of prior partial prepayments and Purchased Assets so prepaid pursuant to Section 3.07 that such Seller requests be re-allocated, (ii) the Purchased Asset to which such Seller is requesting such prior partial prepayment be applied, the Administrative Agent shallnew Purchase Price of such Purchased Asset and the new Purchase Price of the previously prepaid Purchased Asset, upon receipt in each case, after giving pro forma effect to such allocation, (iii) the amount of the Margin Deficit on each applicable Purchased Asset both immediately prior to and immediately after giving pro forma effect to such allocation and (iv) the PPV Test will be satisfied and the Applicable Percentage of such Purchased Asset will not exceed the Maximum Applicable Percentage, in each case after giving pro forma effect to such allocation. Upon Buyer’s independent confirmation, in its commercially reasonable judgment, that the conclusions and calculations set forth in the related Seller’s written request from comply with the Seller either remit cash or Release requirements set forth above, Buyer may, in its discretion, reallocate previous prepayments to those Purchased Loans as may be designated Assets for which Margin Deficits would otherwise exist, in a request by Sellermanner acceptable to Buyer in its commercially reasonable judgment and such Seller shall submit new Confirmations acceptable to Buyer reflecting the new Purchase Price of all affected Purchased Assets. Notwithstanding anything to the contrary herein, in either caseno event shall Buyer make a reallocation in respect of any LIBOR Based Transaction (i.e., in such a way that the Purchase Price of any such LIBOR Based Transaction would be increased) at any time to cure in whole or in part a Margin Deficit relating to (x) any SOFR Based Transaction or (y) any LIBOR Based Transaction where such reallocation would result in an increase to the Purchase Price of any LIBOR Based Transaction with a Repurchase Date that is later than the Repurchase Date of the LIBOR Based Transaction in respect of which such Margin Deficit exists. (b) Notwithstanding the foregoing, in the event the Margin Call arises solely as a result of Buyer’s determination of an adverse change in the value of the related Mortgaged Property as described in item (iv) of the definition of the term Credit Event, and if the related Seller disputes in good faith such determination by Buyer, such Seller shall have the right by, within the five (5) Business Day period specified in Section 4.01(a)(i), giving Buyer written notice of such dispute and depositing with ▇▇▇▇▇ (in an account within Buyer’s sole dominion and control) the full amount of the Margin Deficit and, the parties will proceed to attempt to resolve such dispute within the next forty-five (45) days in accordance with the appraisal procedure set forth in Schedule 3 hereto, provided that, for the avoidance of doubt, any such dispute period shall not limit any other rights or privileges of Buyer. (c) ▇▇▇▇▇’s election not to deliver, or to forbear from delivering, a margin deficit notice at any time there is a Margin Deficit shall not waive or be deemed to waive the Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a margin deficit notice at any time when the same or any other Margin Deficit exists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the General Repo Account and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset within one (1) Business Day after deposit and not, for the avoidance of doubt, on the next Remittance Date. (e) If the applicable Seller believes in good faith that the Credit Event or underlying circumstances that resulted in the most recent determination of Current Mark-to-Market Value of a Purchased Asset is no longer applicable or that the Market Value resulting from such Credit Event has otherwise materially increased, it may request that Buyer consider reassessing the Market Value of the subject Purchased Asset, and ▇▇▇▇▇ agrees to do so. If, as a result of such reassessment, Buyer determines, in its discretion, that the Market Value for such Purchased Asset has increased, and has received all required internal credit approvals necessary to do so, the Current Mark-to-Market Value shall be revised accordingly, subject to further adjustment as otherwise provided in this Agreement. Such Seller’s requests for Buyer to reassess the Market Value of Purchased Assets shall be limited to one (1) request per Purchased Asset per calendar quarter. Nothing in this Section 4.01(e) shall be interpreted to in any way reduce or mitigate Buyer’s sole power and discretion to determine Market Value or Credit Event. (f) If on any date within ninety (90) days following the Purchase Date of a particular Purchased Asset (and provided no Default or Event of Default has occurred and is then continuing and no Margin Deficit remains unpaid), either (i) the outstanding Purchase Price of such Purchased Asset has previously been reduced by one or more previous partial prepayments made by a Seller in accordance with Section 3.07, or (ii) on such Purchase Date, the Purchase Price of such Purchased Asset was, at such Seller’s request, less than the maximum Purchase Price approved by Buyer, as indicated on the related Confirmation, such Seller may deliver a written request to Buyer that Buyer pay to such Seller an amount equal to the lesser amount of either (A) part or all of the partial prepayments described in clause (i) above, and/or (B) part or all of the amount requested by the Seller and difference described in clause (ii) above, and Buyer shall pay to such Margin ExcessSeller the amount so requested within three (3) Business Days of the date of the related request, subject always so long as, both immediately before and, on a pro forma basis, immediately after the date of each such payment, both the Minimum Portfolio Debt Yield Test and the PPV Test have not been breached. Prior to any such payment, such Seller shall prepare, and the Parties shall execute an amended and restated Confirmation that is otherwise acceptable to the other limitations of this Agreement. If cash is to be remittedParties, then the Administrative Agent shall treat the receipt of the written request of Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, reflecting such cash shall be (y) additional increased Purchase Price with respect to the Transactions, and (z) subject in all respect to the provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased LoanPrice.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all Purchased Loans If on any date that date, the Market Value of a Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder Asset is less than the aggregate product of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Price for such Purchased Asset as of such date (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Callsexcess, if any) for all such Transactions (, a “Margin Deficit”), then by notice Buyer shall have the right from time to the Seller time as determined in its sole and absolute discretion to make a margin call (a “Margin Call”), the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) On If on any date Seller is not in compliance with the Facility Debt Yield Test, Buyer shall have the right from time to time, as determined in its sole and absolute discretion, to make a Margin Call to Seller in respect of those Purchased Assets identified by Buyer, and in such amounts as Buyer determines is necessary, such that after applying the proceeds of such Margin Call to reduce the Purchase Price of those Purchased Assets so selected by Buyer, the Facility Debt Yield Test will be satisfied. (c) Upon Buyer making a Margin Call for any reason in accordance with this Agreement, (i) Buyer shall, within one (1) Business Day on which from the Purchase Value date of the Purchased Loans related Margin Call if received no later than 3:00 p.m. New York City time or, if received after 3 p.m. New York City time, within two (2) Business Days from the date of the related Margin Call, subject to Transactions exceeds Buyer’s determination in Buyer’s sole discretion that each of the then outstanding aggregate Repurchase Price of Margin Excess Requirements have been satisfied, first apply all Transactions (a “available Margin Excess”, if any, pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit (provided that Buyer’s failure to make such application within such time period shall not affect Seller’s obligations under this Section 4.01(c) or Buyer’s rights in respect thereto), so long and (ii) immediately thereafter, Seller shall transfer cash to Buyer in the amount necessary (as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of written request from the Seller either remit cash or Release Purchased Loans as such amount may be designated reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit; provided, that should Seller and Pledgor not have sufficient cash to satisfy such Margin Deficit within one (1) Business Day of the related Margin Call, Seller shall satisfy such Margin Deficit in full by making a request by Seller, in either case, payment to Buyer in an amount equal to the lesser of (i) the amount requested all cash held by the Seller and Pledgor within one (ii1) Business Day of the related Margin Call, and remitting the balance of such Margin ExcessDeficit to Buyer within five (5) Business Days of the related Margin Call by causing Seller to immediately make a capital call to Pledgor who, subject always in turn, will immediately make a capital call to Guarantor in an amount necessary to satisfy such Margin Deficit in full, and Guarantor shall cause such capital calls to be satisfied no later than five (5) Business Days from the date on which the related Margin Call notice was delivered to Seller and cause the related amounts to be deposited directly into the Waterfall Account and paid to Buyer. In addition, Seller agrees to and shall provide Buyer with copies of all related capital call notices within one (1) Business Day after the related Margin Call. The failure of Guarantor to honor any capital call made by Pledgor, or the failure of Pledgor to honor any capital call made by Seller, in each case, pursuant to the second preceding sentence within the time provided in such sentence shall constitute an immediate Event of Default hereunder and shall not excuse Seller from the obligation to cure such Margin Deficit or relieve Guarantor from any of its obligations under the Guarantee Agreement, as applicable, which obligations shall be absolute notwithstanding any such failure. (d) Buyer’s election not to deliver, or to forbear from delivering, a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other limitations of this AgreementMargin Deficit exists. If cash is Buyer’s rights relating to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller Margin Deficits under this Section 6.1(b4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (e) as if it were a request for a Transaction. To the extent the Administrative Agent remits All cash transferred to the Seller, such cash shall be (y) additional Purchase Price Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the TransactionsWaterfall Account, except as directed by Buyer, and (z) subject notwithstanding any provision in all respect Section 5.02 to the provisions and limitations of this Agreement. Each contrary, (A) Buyer shall fund its Pro Rata share apply all such cash received in respect of a Margin Call made pursuant to Section 4.01(a) towards the Purchased Asset in respect of which such additional Margin Call was made within one (1) Business Day of the date such cash is received and (B) Buyer shall apply all such cash received in respect of a Margin Call made pursuant to Section 4.01(b) towards the reduction of the Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans Assets within one (1) Business Day from the date such cash is received, in Buyer’s sole discretion, such that immediately after giving effect to such Purchase Price reduction, the Facility Debt Yield Test is satisfied. Buyer and Buyers’ delivery Seller shall amend and restate the related Confirmation relating to Seller of any Purchased Asset with respect to which the File for each such related Purchased LoanPrice has been so reduced under this Section 4.01.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all Purchased Loans on any date that the Market Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder is less than the aggregate Repurchase Price (excluding Price Differential minus Differential), minus, without duplication, cash transfers previously made from the Seller to the Administrative Agent in response to previous Margin Calls, if any) , for all such Transactions (a “Margin Deficit”), then by notice to the Seller (a “Margin Call”), the Administrative Agent shall, shall require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate appropriate, either (at the Seller’s option) cash or cash, additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). The Agent will request a recalculation of the Purchase Value of all or a portion of the Purchased Loans from the Custodian at the times it deems appropriate in its sole discretion and at any other time at the request of the Required Buyers; provided that, other than during the existence of a Default or Event of Default, the Purchase Values shall not be recalculated on less than a weekly basis. (b) On any Business Day on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price (excluding Price Differential) of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of a written request from the Seller either Seller, remit cash or Release release Purchased Loans Loans, as may be designated in a request requested by the Seller, in either case, case in an amount equal to the lesser of (i) the amount requested by the Seller and (ii) such Margin Excess, subject always to the other limitations of this Agreement. If cash is to be remitted, then remitted the Administrative Agent shall treat the receipt of the written request of the Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, such cash shall be (yA) additional Purchase Price with respect to the Transactions, and (zB) subject in all respect respects to the provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased Loan.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all Purchased Loans If on any date that (I) the Market Value of a Purchased Loans is calculated by Asset (excluding any changes in the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects Market Value that are due to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder interest rate or credit spread movements) is less than the aggregate Repurchase product of (A) the Margin Percentage times (B) the outstanding Purchase Price for such Purchased Asset as of such date (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Callsexcess, if any) for all such Transactions (, a “Margin Deficit”)) or (II) the Facility Debt Yield Test is not satisfied as of such date, then by notice Buyer shall have the right from time to the time as determined in its sole discretion to make a margin call on Seller (a “Margin Call”), the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) On any Upon Buyer making a Margin Call in accordance with this Agreement, Seller shall, within two (2) Business Day on which the Purchase Value Days after notice of the Purchased Loans subject such Margin Call from Buyer, transfer cash to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”)Buyer, so long as no Default or Event of Default has occurred and is continuing or will result therefromthat, after giving effect to such transfer, the Administrative Agent shallMargin Deficit is cured or the Facility Debt Yield Test is satisfied, upon receipt of written request as applicable. (c) Buyer’s election not to deliver, or to forbear from delivering, a Margin Call at any time shall not waive or be deemed to waive the Seller either remit cash Margin Call or Release Purchased Loans as may be designated in any way limit, stop or impair Buyer’s right to deliver a request by Seller, in either case, in an amount equal Margin Call at any time when the same or any other Margin Call exists. Buyer’s rights relating to the lesser of (i) the amount requested by the Seller and (ii) such Margin Excess, subject always to the other limitations of this Agreement. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller Calls under this Section 6.1(b4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, such cash shall A Margin Call may be (y) additional Purchase Price made with respect to a single Purchased Asset or multiple Purchased Assets in Buyer’s sole and absolute discretion. Seller and Buyer shall execute and deliver updated Confirmations for all related Purchased Assets to reflect the Transactionsterms and conditions of any Margin Calls effectuated pursuant to the terms of this Article 4. (e) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer, and (z) subject notwithstanding any provision in all respect Section 5.02 to the provisions and limitations of this Agreement. Each Buyer contrary, shall fund its Pro Rata share be applied to reduce the Purchase Price of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased LoanAsset.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all Purchased Loans on any date that the Market Value of Purchased Loans is calculated by the Administrative Agent or Syndication Agent as described in Section 6.6 and on any other date if requested by the Syndication Agent or at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder is less than the aggregate Repurchase Price (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Calls, if any) for all such Transactions (a “Margin Deficit”), then by notice to the Seller (a “Margin Call”), the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) On any Business Day on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of written request from the Seller either Seller, remit cash or Release release Purchased Loans as may be designated in a request requested by Seller, in either case, in an amount equal to the lesser of (i) the amount requested by the Seller and (ii) such Margin Excess, subject always to the other limitations of this Agreement. If cash is to be remitted, then remitted the Administrative Agent shall treat the receipt of the written request of Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, such cash shall be (y) additional Purchase Price with respect to the Transactions, and (z) subject in all respect respects to the provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased Loan.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all Purchased Loans If on any date that Business Day the Market Value of a Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder Asset is less than the aggregate product of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Price for such Purchased Asset as of such date (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Callsexcess, if any) for all such Transactions (a , “Margin Deficit”), then by notice Buyer shall, at any time when the then-current aggregate unpaid Margin Deficits with respect to all Purchased Assets exceeds $250,000, have the Seller right from time to time as determined in its sole and absolute discretion to make a margin call in writing (a “Margin Call”)) to Seller. • Upon delivery of a Margin Call on any Business Day, the Administrative Agent Seller shall, require within one (1) Business Day from the Seller to transfer (for the account date of the Buyersrelated Margin Call if such Margin Call is delivered by 3:00 p.m. New York City time, otherwise within two (2) to the Administrative Agent or the CustodianBusiness Days, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) On any Business Day on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of written request from the Seller either remit cash or Release Purchased Loans as may be designated in a request by Seller, in either case, in an amount equal to the lesser of (i) subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount requested and manner permitted by the Seller and Buyer, in Buyer’s sole discretion and/or (ii) transfer cash to Buyer in the amount necessary (as such amount may be reduced by any application of Margin Excess pursuant to clause (i) above) to fully cure the related Margin Deficit. • In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin ExcessDeficit or in any way limit, subject always stop or impair Buyer’s right to deliver a Margin Call at any time when the same or any other limitations of this AgreementMargin Deficit exists on the same or any other Purchased Asset. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller Buyer’s rights under this Section 6.1(b) as if it were a request for a Transaction4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. To the extent the Administrative Agent remits • All cash transferred to the Seller, such cash shall be (y) additional Purchase Price Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the TransactionsWaterfall Account, except as directed by ▇▇▇▇▇, and (z) subject notwithstanding any provision in all respect Section 5.02 or 5.03 to the provisions and limitations of this Agreement. Each Buyer contrary, shall fund its Pro Rata share be applied to reduce the Purchase Price of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased LoanAsset.

Margin Deficit. (a) The Administrative Agent will recalculate If on any date the Purchase Market Value of all Purchased Loans on any date that the Market Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder Assets is less than the product of (i) Buyer’s Margin Percentage times (ii) the aggregate Repurchase outstanding Purchase Price (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Calls, if any) for all such Transactions Purchased Assets as of such date (a “Margin Deficit”), then by and such Margin Deficit is greater than the Minimum Transfer Amount, Buyer may provide notice to the Seller (as such notice is more particularly set forth below and in Section 4.01(b) (a “Margin Call”), the Administrative Agent shall, ) of such Margin Deficit. Such notice shall require the Seller to transfer (cash to Buyer to reduce the Aggregate Purchase Price, so that, after giving effect to such payments, the Aggregate Purchase Price for all Purchased Assets does not exceed the account Aggregate Market Value thereof multiplied by the Applicable Percentage. Buyer shall apply the funds received in satisfaction of the Buyers) a Margin Deficit to the Administrative Agent Repurchase Obligations to reduce the Aggregate Purchase Price in such manner as Buyer determines. For the avoidance of doubt, a Margin Call may be made with respect to a single Purchased Asset or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional multiple Purchased Loans”), or a combination of cash and Additional Purchased LoansAssets, so long as a Margin Deficit that is greater than the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential)Minimum Transfer Amount exists. (b) On Notice delivered pursuant to Section 4.01(a) may be given by any written means. Any notice given before 11:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on which the Purchase Value next Business Day; notice given after 11:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 11:00 a.m. (New York City time) on the second Business Day following such notice delivery (the foregoing time requirements for satisfaction of a Margin Call are referred to as the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin ExcessDeadlines”). 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 long as no Default at a later date. (c) Buyer’s election not to deliver a Margin Call at any time there is a Margin Deficit shall not waive the Margin Deficit or Event of Default has occurred and is continuing in any way limit or will result therefrom, impair Buyer’s right to deliver a Margin Call at any time when the Administrative Agent shall, upon receipt of written request from the Seller either remit cash same or Release Purchased Loans as may be designated in a request by Seller, in either case, in an amount equal to the lesser of (i) the amount requested by the Seller and (ii) such any other Margin Excess, subject always to the other limitations of this AgreementDeficit exists. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller Buyer’s rights under this Section 6.1(b4.01 are in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) as if it were a request for a Transaction. To the extent the Administrative Agent remits All cash transferred to the Seller, such cash shall be (y) additional Purchase Price Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the TransactionsWaterfall Account, except as directed by Buyer, and (z) subject notwithstanding any provision in all respect Section 5.03 to the provisions and limitations of this Agreement. Each Buyer contrary, shall fund its Pro Rata share be applied to reduce the Purchase Price of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased LoanAsset.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all With respect to any Purchased Loans Asset, if on any date that (I) an amount equal to the product of the Applicable Percentage for such Purchased Asset, multiplied by its Market Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder Value, is less than the aggregate Repurchase outstanding Purchase Price for such Purchased Asset as of such date, or (excluding Price Differential minus cash transfers previously made from II) one or more of the Purchased Assets has caused Seller to violate the Administrative Agent in response Facility Debt Yield Test (the amount of any shortfall under clause (I) or the amount necessary to previous Margin Callscure any violation under clause (II), if any) for all such Transactions (a “Margin Deficit”), then by notice Buyer shall have the right from time to the time as determined in its sole discretion to make a margin call on Seller (a “Margin Call”) in an amount equal to the amount of the related Margin Deficit; provided that, (i) prior to the occurrence and continuation of a Default or an Event of Default, Buyer shall only make a Margin Call if the related Margin Deficit exceeds, or if the aggregate of all Margin Deficits collectively exceeds, the Material Impairment Threshold, (ii) prior to the occurrence and continuance of a Default or an Event of Default, Buyer shall not make any Margin Call under clause (I) above in connection with any Purchased Asset that accrues interest at a floating rate to the extent that the related Margin Deficit resulted solely from interest rate changes and/or credit spread movements, (iii) with respect to a Margin Call under clause (II), Buyer shall specify the Administrative Agent shall, require Purchased Assets which caused such violation of the Seller to transfer Facility Debt Yield Test and (iv) for the account avoidance of doubt, Buyer shall be permitted to make Margin Calls hereunder in connection with multiple assets at the same time. In lieu of the Buyerssatisfaction by Seller of a Margin Call under clause (I) above through the payment of cash or in combination with Seller’s payment of cash, Buyer may elect, in its sole and absolute discretion, upon a written request of Seller that satisfies all of the requirements set forth in clauses (w) through (z) below (to be received prior to the date that the related Margin Deficit is due), to reallocate any then-currently available Margin Excess in order to eliminate the related Margin Deficit by increasing the Purchase Price of one or more Purchased Assets then having any Margin Excess and decreasing the Purchase Price of one or more Purchased Assets that is or are the subject of the related Margin Call, by the same aggregate amounts. Any such written request for reallocation shall include a certification by Seller setting forth the following, with such back-up calculations as Buyer may require: (w) the Purchased Asset(s) with respect to which Seller requests that Buyer determine, in Buyer’s sole discretion, that Margin Excess exists and the amount of such Margin Excess, if any, that Seller requests be re-allocated, (x) the Purchased Asset(s) to which Seller is requesting such Margin Excess be applied, the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional new Purchase Price of each such Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash Asset and the aggregate new Purchase Value Price of the Purchased LoansAsset(s) with the related Margin Excess, including in each case, after giving pro forma effect to such reallocation, (y) the amount of the Margin Deficit on the Purchased Asset(s) to which any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) On any Business Day on which Margin Excess is to be applied in order to reduce the Purchase Value of the Purchased Loans subject Price(s) thereof so as to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions eliminate such Margin Deficit, both immediately prior to and immediately after giving pro forma effect to such reallocation, and (a “Margin Excess”), so long as z) that no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of written exists (except as would be cured by such reallocation). In connection with any request from the Seller either remit cash or Release Purchased Loans as may be designated in a request by Seller, in either case, in an amount equal to the lesser of (i) the amount requested by the Seller and (ii) such reallocate available Margin Excess, subject always Buyer may, in its sole and absolute discretion, elect to increase the other limitations of this Agreement. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, such cash shall be (y) additional Applicable Percentage and/or Purchase Price with respect to the Transactions, and (z) subject in all respect to the provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans Assets, by such amounts as Buyer shall determine in its sole and Buyers’ delivery absolute discretion, in order to calculate the amount of Margin Excess then-currently available in respect of such Purchased Asset(s). Upon Buyer’s independent confirmation, to be made in Buyer’s sole discretion, that the conclusions and calculations set forth in Seller's written request comply with the requirements set forth above, Buyer may, in its sole and absolute discretion, reallocate the related Margin Excess to those Purchased Assets for which Margin Deficits would otherwise exist, as determined by Buyer in its sole discretion, and, immediately thereafter, Seller shall execute and deliver new Confirmations acceptable to Buyer reflecting the new Purchase Price of all affected Purchased Assets. (b) To the extent any Margin Deficit that is subject to a Margin Call under Section 4.01(a)(I) above is not eliminated by way of a Margin Excess reallocation pursuant to Section 4.01(a), or in the case of any Margin Call under Section 4.01(a)(II) above, in each case, Seller shall, within three (3) Business Days after notice from Buyer that a Margin Call has occurred, either (i) transfer cash to Buyer, or (ii) repurchase the related Purchased Asset(s) subject to such Margin Call, so that, after giving effect to such transfers (excluding all Release Amounts paid to Buyer in connection with any cure made pursuant to 4.01(b)(ii)), the related Margin Deficit is fully cured. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of either (i) in connection with any Margin Deficit under Section 4.01(a)(I), the Purchased Asset to which such Margin Deficit relates, or (ii) in connection with any Margin Deficit under Section 4.01(a)(II), to the unpaid Purchase Price(s) first, of the Purchased Asset(s) identified by Buyer in connection with such Margin Call, and second, of such other Purchased Asset(s) as Buyer shall have determined in its sole discretion. Immediately after the satisfaction by Seller of each Margin Call hereunder, Seller and Buyer shall execute and deliver the File for each such Purchased Loanappropriate amended and restated Confirmations.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value With respect to any Purchased Asset or group of all Purchased Loans Assets, if on any date that either of the following has occurred (I) for any individual Purchased Asset (X) a Credit Event with respect to such Purchased Asset has occurred and (Y) an amount equal to the product of the Applicable Percentage for such Purchased Asset, multiplied by its Market Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder Value, is less than the aggregate Repurchase outstanding Purchase Price for such Purchased Asset as of such date, or (excluding Price Differential minus cash transfers previously made from II) one or more of the Purchased Assets has caused Seller to violate the Administrative Agent in response Facility Debt Yield Test (the amount of any shortfall under clause (I) or the amount necessary to previous Margin Callscure any violation under clause (II), if any) for all such Transactions (a “Margin Deficit”), then by notice Buyer shall have the right from time to the time as determined in its sole discretion to make a margin call on Seller (a “Margin Call”) in an amount equal to the amount of the related Margin Deficit; provided that, (i) prior to the occurrence and continuation of a Default or an Event of Default, Buyer shall only make a Margin Call if the related Margin Deficit or Margin Deficits exceeds the Material Impairment Threshold, (ii) prior to the occurrence and continuance of a Default or an Event of Default, Buyer shall not make any -55- Margin Call under clause (I) above in connection with any Purchased Asset that accrues interest at a floating rate to the extent that the related Margin Deficit resulted from interest rate changes and/or credit spread movements, and (iii) for the avoidance of doubt, but subject to the foregoing clauses (i) and (ii), Buyer shall be permitted to make Margin Calls hereunder in connection with multiple assets at the Administrative Agent shall, require the Seller to transfer (for the account same time. In lieu of the Buyerssatisfaction by Seller of a Margin Call under clause (I) above through the payment of cash or in combination with Seller’s payment of cash, Buyer may elect, in its sole and absolute discretion, upon a written request of Seller that satisfies all of the requirements set forth in clauses (w) through (z) below (to be received prior to the Administrative Agent or date that the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”related Margin Deficit is due), or to reallocate any then-currently available Margin Excess in order to eliminate the related Margin Deficit by increasing the Purchase Price of a combination of cash Purchased Asset with the related Margin Excess and Additional Purchased Loans, so that decreasing the cash and the aggregate Purchase Value Price of the Purchased LoansAsset that is the subject of the related Margin Call. Any such written request for reallocation shall include the following, including any with such Additional back-up calculations as Buyer may require: (w) the Purchased LoansAsset(s) with respect to which Margin Excess exists and the amount of such Margin Excess that Seller requests be re-allocated, will thereupon at least equal (x) the then aggregate Repurchase Purchased Asset to which Seller is requesting such Margin Excess be applied, the new Purchase Price (excluding of such Purchased Asset and the new Purchase Price Differential). (b) On any Business Day on which the Purchase Value of the Purchased Loans subject to Transactions exceeds Asset with the then outstanding aggregate Repurchase Price of all Transactions (a “related Margin Excess”), so long as in each case, after giving pro forma effect to such allocation, (y) the amount of the Margin Deficit on the Purchased Asset to which such Margin Excess is to be applied both immediately prior to and immediately after giving pro forma effect to such allocation and (z) a certification from Seller that no Default or Event of Default has occurred and is continuing (except as would be cured by such reallocation). Upon Buyer's independent confirmation, to be made in Buyer’s sole discretion, that the Margin Excess Requirements have been satisfied and the conclusions and calculations set forth in Seller's written request comply with the requirements set forth above, Buyer may, in its sole and absolute discretion, reallocate the related Margin Excess to those Purchased Assets for which Margin Deficits would otherwise exist, as determined by Buyer in its sole discretion, and, immediately thereafter, Seller shall execute and deliver new Confirmations acceptable to Buyer reflecting the new Purchase Price of all affected Purchased Assets. (b) To the extent any Margin Deficit that is subject to a Margin Call under Section 4.01(a)(I) above is not eliminated by way of a Margin Excess reallocation pursuant to Section 4.01(a), or will result therefromin the case of any Margin Call under Section 4.01(a)(II) above, the Administrative Agent in each case, Seller shall, upon receipt of written request within three (3) Business Days after notice from Buyer that a Margin Call has occurred (provided that, if such notice is delivered to Seller after 1:00 p.m. (New York City time), such three (3) Business Day period shall commence on the Seller either remit cash or Release Purchased Loans as may be designated in a request by Business Day following Buyer’s delivery thereof), at Seller, in either case, in an amount equal to the lesser of ’s option (i) the amount requested by the Seller and transfer cash to Buyer, (ii) repurchase Purchased Assets at the Repurchase Price thereof, or (iii) choose any combination of the foregoing, so that, after giving effect to such transfers, repurchases and payments, the related Margin Deficit is fully cured. Notwithstanding anything to the contrary herein, in no event shall available Margin Excess in respect of any LIBOR Based Transaction be reallocated (i.e., in such a way that the Purchase Price of any such LIBOR Based Transaction would be increased) at any time to cure in whole or in part a Margin Deficit relating to (x) any SOFR Based Transaction or (y) any LIBOR Based Transaction where such reallocation would result in an increase to the Purchase Price of any LIBOR Based Transaction with a Repurchase Date that is later than the Repurchase Date of the LIBOR Based Transaction in respect of which such Margin ExcessDeficit exists. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limit, subject always stop or impair Buyer’s right to deliver a Margin Call at any time when the same or any other limitations of this AgreementMargin Deficit exists on the same or any other Purchased Asset. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller Buyer’s rights under this Section 6.1(b4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of either (i) in connection with any Margin Deficit under Section 4.01(a)(I), the Purchased Asset to which such Margin Deficit relates, or (ii) in connection with any Margin Deficit under Section 4.01(a)(II), to the unpaid Purchase Price(s) of such Purchased Asset(s) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, such cash shall be (y) additional Purchase Price with respect to the Transactions, and (z) subject in all respect to the provisions and limitations of this Agreement. Each Buyer shall fund determine in its Pro Rata share of such additional Purchase Price as if sole discretion. Immediately after the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to satisfaction by Seller of one or more designated Purchased Loans each Margin Call hereunder, Seller and Buyers’ delivery to Seller of Buyer shall execute and deliver the File for each such Purchased Loanappropriate amended and restated Confirmations.

Margin Deficit. (a) The Administrative Agent will recalculate If on any date (i) prior to the Purchase Extension Period, and during the first ninety (90) days of the Extension Period, the Market Value of all Purchased Loans on Assets is less than the product of (A) Buyer’s Margin Percentage times (B) the aggregate outstanding Purchase Price for such Purchased Assets as of such date, (ii) any date that after the Market Value ninetieth (90th) day following the start of Purchased Loans is calculated by the Administrative Agent Extension Period, the Extension Margin Amount as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder such date is less than the aggregate Repurchase Purchase Price of all Purchased Assets (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Callseither (i) or (ii), if any) for all such Transactions (a “Margin Deficit”), then by and such Margin Deficit is greater than the Minimum Transfer Amount, Buyer may provide notice to the Seller (as such notice is more particularly set forth below and in Section 4.01(b) (a “Margin Call”), the Administrative Agent shall, ) of such Margin Deficit. Such notice shall require the Seller to transfer cash to Buyer to reduce the Aggregate Purchase Price, so that, after giving effect to such payments, the Aggregate Purchase Price for all Purchased Assets does not exceed the aggregate Market Value thereof multiplied by the Applicable Percentage or, after the (for 90th) day following the account start of the Buyers) Extension Period, the Extension Margin Amount as of such date. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Administrative Agent Repurchase Obligations to reduce the Aggregate Purchase Price in such manner as Buyer determines. For the avoidance of doubt, a Margin Call may be made with respect to a single Purchased Asset or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional multiple Purchased Loans”), or a combination of cash and Additional Purchased LoansAssets, so long as a Margin Deficit that is greater than the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential)Minimum Transfer Amount exists. (b) On Notice delivered pursuant to Section 4.01(a) may be given by any written means. Any notice given before 11:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on which the Purchase Value next Business Day; notice given after 11:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 11:00 a.m. (New York City time) on the second Business Day following such notice delivery (the foregoing time requirements for satisfaction of a Margin Call are referred to as the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin ExcessDeadlines”). 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 long as no Default at a later date. (c) Buyer’s election not to deliver a Margin Call at any time there is a Margin Deficit shall not waive the Margin Deficit or Event of Default has occurred and is continuing in any way limit or will result therefrom, impair Buyer’s right to deliver a Margin Call at any time when the Administrative Agent shall, upon receipt of written request from the Seller either remit cash same or Release Purchased Loans as may be designated in a request by Seller, in either case, in an amount equal to the lesser of (i) the amount requested by the Seller and (ii) such any other Margin Excess, subject always to the other limitations of this AgreementDeficit exists. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller Buyer’s rights under this Section 6.1(b4.01 are in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) as if it were a request for a Transaction. To the extent the Administrative Agent remits All cash transferred to the Seller, such cash shall be (y) additional Purchase Price Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the TransactionsWaterfall Account, except as directed by Buyer, and (z) subject notwithstanding any provision in all respect Section 5.03 to the provisions and limitations of this Agreement. Each Buyer contrary, shall fund its Pro Rata share be applied to reduce the Purchase Price of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased LoanAsset.

Margin Deficit. (a) The Administrative Agent will recalculate If the Purchase Asset Value of all for one or more Purchased Loans on any date that the Market Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder Assets is less than the aggregate Repurchase outstanding Purchase Price for such Purchased Asset(s) (excluding Price Differential minus cash transfers previously made from Seller to as determined by Buyer in its discretion) (the Administrative Agent in response to previous Margin Callsexistence of any such event and the related Deficit Amount, if any) for all such Transactions (a “"Margin Deficit”"), then by Buyer may in its discretion give Seller notice to the Seller (a “Margin Call”), the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including Deficit Amount in connection with any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) On any Business Day on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), so Deficit. So long as no Default or Event of Default has occurred and is continuing or will result therefromcontinuing, the Administrative Agent shall, upon receipt of written request from the Seller either remit cash or Release Purchased Loans as may be designated in a request by SellerBuyer may, in either caseits discretion, in an amount equal reallocate such Margin Deficit (a "Reallocation") by increasing the Purchase Price for one or more other Purchased Assets (such Purchased Assets and the amounts of such increases to the lesser of be determined by Buyer) so long as (i) the amount requested such Reallocations do not result in a Default, an Event of Default or a Margin Deficit with respect to any other Purchased Asset as determined by the Seller Buyer and (ii) as a result of such Reallocations, (A) no Purchased Asset shall have a PPV in excess of the Required PPV Percentage, as determined by Buyer, (B) each Purchased Asset must have a Debt Yield at least equal to the Required Debt Yield Percentage, as determined by Buyer, (C) the Debt Yield for all Purchased Assets (on a combined basis) shall equal or exceed the Required Portfolio Debt Yield Percentage, (D) each Purchased Asset shall continue to be an Eligible Asset after such Reallocation, and (E) the Concentration Limits shall not be exceeded for any Purchased Asset; provided, however, in no event shall Buyer increase the Purchase Price for a Purchased Asset with an outstanding Margin Deficit. In connection with any such Reallocation or payment of a Margin Deficit, Seller shall execute new Confirmations promptly following request of Buyer. Seller understands and acknowledges that Reallocations may not be possible or, if possible, may not fully eliminate the Margin Deficit and that the manner, method and all other factors relating to such Reallocation are in Buyer's discretion. (b) If a Reallocation does not occur or, if a Reallocation occurred but the same did not fully eliminate the Margin Deficit, then Buyer may make a margin call (a "Margin Call") on Seller for the remaining Margin Deficit. If Buyer determines to make a Margin Call on Seller to correct the Margin Deficit, Seller shall, within one (1) Business Day after notice from Buyer (the "Margin Correction Deadline"), transfer cash to Buyer in an amount necessary to eliminate such Margin Excess, subject always Deficit or repurchase the Purchased Asset(s) which resulted in the Margin Call. (c) Failure to satisfy any Margin Deficit by the other limitations Margin Correction Deadline shall result in an Event of Default under this Agreement. (d) For the avoidance of doubt, Buyer may require the elimination of a Margin Deficit with respect to a single Purchased Asset or multiple Purchased Assets. (e) Buyer's election not to give notice of a Margin Deficit or otherwise make a Margin Call at any time there is a Margin Deficit shall not waive the Margin Deficit or in any way limit or impair Buyer's right to deliver a Margin Deficit notice at any time when the same or any other Margin Deficit exists. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller Buyer's rights under this Section 6.1(b4.01 are in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (f) Except as if it were a request for a Transaction. To the extent the Administrative Agent remits otherwise required by Buyer, all cash transferred to the Seller, such cash shall be (y) additional Purchase Price Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the TransactionsWaterfall Account and, and (z) subject notwithstanding any provision in all respect Section 5.02 to the provisions and limitations of this Agreement. Each Buyer contrary, shall fund its Pro Rata share of such additional be applied to reduce the Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased LoanAsset(s) to which the Margin Deficit relates.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all With respect to any Purchased Loans Asset, if (I) on any date that an amount equal to (x) the product of the Applicable Percentage for such Purchased Asset multiplied by the Market Value of for such Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder Asset is less than (y) the aggregate Repurchase outstanding Purchase Price for such Purchased Asset as of such date (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Callsany such shortfall, if any) for all such Transactions (a “Margin Deficit”)) and (II) a Credit Event has occurred, then by Buyer shall have the right from time to time as determined in its sole discretion to deliver a notice to the Seller (any such notice, a “Margin Call”)) requiring payment by Seller to Buyer in immediately available funds (or in accordance with Section 4.01(b) below) in an amount equal to the related Margin Deficit; provided that, (i) prior to the occurrence and continuation of a Default or an Event of Default, Buyer shall only make a Margin Call if the related Margin Deficit exceeds, or if the aggregate of all Margin Deficits collectively exceeds, the Administrative Agent shallMaterial Impairment Threshold, require (ii) prior to the Seller occurrence and continuance of a Default or an Event of Default, Buyer shall not make any Margin Call in connection with any Purchased Asset that accrues interest at a floating rate to transfer the extent that the related Margin Deficit resulted solely from interest rate changes and/or credit spread movements, (iii) for the account avoidance of doubt, ▇▇▇▇▇ shall be permitted to make Margin Calls hereunder in connection with multiple assets at the Buyerssame time, and (iv) prior to the Administrative Agent occurrence and continuance of a Default or the Custodianan Event of Default, as appropriate either Buyer shall not make any Margin Call within thirty (at the Seller30) days of Buyer’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination delivery of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential)other Margin Call hereunder. (b) On In lieu of the satisfaction by Seller of a Margin Call through the payment of cash or in combination with Seller’s payment of cash, Buyer may elect, in its sole and absolute discretion, upon a written request of Seller that satisfies all of the requirements set forth in clauses (w) through (z) below (to be received prior to the date that the related Margin Deficit is due), to reallocate any Business Day on which then-currently available Margin Excess in order to eliminate the related Margin Deficit by increasing the Purchase Value Price of one or more Purchased Assets then having any Margin Excess and decreasing the Purchase Price of one or more Purchased Assets that is or are the subject of the related Margin Call, by the same aggregate amounts. Any such written request for reallocation shall include a certification by Seller setting forth the following, with such back-up calculations as Buyer may require: (w) the Purchased Asset(s) with respect to which Seller requests that Buyer determine, in Buyer’s sole discretion, that Margin Excess exists and the amount of such Margin Excess, if any, that Seller requests be re-allocated, (x) the Purchased Asset(s) to which Seller is requesting such Margin Excess be applied, the new Purchase Price of each such Purchased Asset and the new Purchase Price of the Purchased Loans subject to Transactions exceeds Asset(s) with the then outstanding aggregate Repurchase Price of all Transactions (a “related Margin Excess”), in each case, after giving pro forma effect to such reallocation, (y) the amount of the Margin Deficit on the Purchased Asset(s) to which any such Margin Excess is to be applied in order to reduce the Purchase Price(s) thereof so long as to eliminate such Margin Deficit, both immediately prior to and immediately after giving pro forma effect to such reallocation, and (z) that no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of written exists (except as would be cured by such reallocation). In connection with any request from the Seller either remit cash or Release Purchased Loans as may be designated in a request by Seller, in either case, in an amount equal to the lesser of (i) the amount requested by the Seller and (ii) such reallocate available Margin Excess, subject always Buyer may, in its sole and absolute discretion, elect to increase the other limitations of this Agreement. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, such cash shall be (y) additional Applicable Percentage and/or Purchase Price with respect to the Transactions, and (z) subject in all respect to the provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans Assets, by such amounts as Buyer shall determine in its sole and Buyers’ delivery absolute discretion, in order to calculate the amount of Margin Excess then-currently available in respect of such Purchased Asset(s). Upon ▇▇▇▇▇’s independent confirmation, to be made in Buyer’s sole discretion, that the conclusions and calculations set forth in Seller’s written request comply with the requirements set forth above, Buyer may, in its sole and absolute discretion, reallocate the related Margin Excess to those Purchased Assets for which Margin Deficits would otherwise exist, as determined by Buyer in its sole discretion, and, immediately thereafter, Seller shall execute and deliver new Confirmations acceptable to Buyer reflecting the new Purchase Price of all affected Purchased Assets. (c) To the extent any Margin Deficit that is subject to a Margin Call under Section 4.01(a) above is not eliminated by way of a Margin Excess reallocation pursuant to Section 4.01(a), Seller shall, within three (3) Business Days after notice from Buyer that a Margin Call has occurred, either (i) transfer cash to Buyer, or (ii) repurchase the related Purchased Asset(s) subject to such Margin Call, so that, after giving effect to such transfers (excluding all Release Amounts paid to Buyer in connection with any cure made pursuant to 4.01(b)(ii)), the related Margin Deficit is fully cured. (d) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin Deficit exists on the same or any other Purchased Asset. Buyer’s rights under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (e) All cash transferred to Buyer pursuant to this Section 4.01 shall be deposited into the Waterfall Account, except as directed by ▇▇▇▇▇, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of either (i) in connection with any Margin Deficit under Section 4.01(a)(I), the Purchased Asset to which such Margin Deficit relates, or (ii) in connection with any Margin Deficit under Section 4.01(a)(II), to the unpaid Purchase Price(s) first, of the File for Purchased Asset(s) identified by Buyer in connection with such Margin Call, and second, of such other Purchased Asset(s) as Buyer shall have determined in its sole discretion. Immediately after the satisfaction by ▇▇▇▇▇▇ of each such Purchased LoanMargin Call hereunder, ▇▇▇▇▇▇ and ▇▇▇▇▇ shall execute and deliver the appropriate amended and restated Confirmations.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value With respect to any Purchased Asset or group of all Purchased Loans Assets, if on any date that either of the following has occurred (I) for any individual Purchased Asset (X) a Credit Event with respect to such Purchased Asset has occurred and (Y) an amount equal to the product of the Applicable Percentage for such Purchased Asset, multiplied by its Market Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder Value, is less than the aggregate Repurchase outstanding Purchase Price for such Purchased Asset as of such date, or (excluding Price Differential minus cash transfers previously made from II) one or more of the Purchased Assets has caused Seller to violate the Administrative Agent in response Facility Debt Yield Test (the amount of any shortfall under clause (I) or the amount necessary to previous Margin Callscure any violation under clause (II), if any) for all such Transactions (a “Margin Deficit”), then by notice Buyer shall have the right from time to the time as determined in its sole discretion to make a margin call on Seller (a “Margin Call”) in an amount equal to the amount of the related Margin Deficit; provided that, (i) prior to the occurrence and continuation of a Default or an Event of Default, Buyer shall only make a Margin Call if the related Margin Deficit or Margin Deficits exceeds the Material Impairment Threshold, (ii) prior to the occurrence and continuance of a Default or an Event of Default, Buyer shall not make any Margin Call under clause (I) above in connection with any Purchased Asset that accrues interest at a floating rate to the extent that the related Margin Deficit resulted from interest rate changes and/or credit spread movements, and (iii) for the avoidance of doubt, but subject to the foregoing clauses (i) and (ii), Buyer shall be permitted to make Margin Calls hereunder in connection with multiple assets at the Administrative Agent shall, require the Seller to transfer (for the account same time. In lieu of the Buyerssatisfaction by Seller of a Margin Call under clause (I) above through the payment of cash or in combination with Seller’s payment of cash, Buyer may elect, in its sole and absolute discretion, upon a written request of Seller that satisfies all of the requirements set forth in clauses (w) through (z) below (to be received prior to the Administrative Agent or date that the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”related Margin Deficit is due), or to reallocate any then-currently available Margin Excess in order to eliminate the related Margin Deficit by increasing the Purchase Price of a combination of cash Purchased Asset with the related Margin Excess and Additional Purchased Loans, so that decreasing the cash and the aggregate Purchase Value Price of the Purchased LoansAsset that is the subject of the related Margin Call. Any such written request for reallocation shall include the following, including any with such Additional back-up calculations as Buyer may require: (w) the Purchased LoansAsset(s) with respect to which Margin Excess exists and the amount of such Margin Excess that Seller requests be re-allocated, will thereupon at least equal (x) the then aggregate Repurchase Purchased Asset to which Seller is requesting such Margin Excess be applied, the new Purchase Price (excluding of such Purchased Asset and the new Purchase Price Differential). (b) On any Business Day on which the Purchase Value of the Purchased Loans subject to Transactions exceeds Asset with the then outstanding aggregate Repurchase Price of all Transactions (a “related Margin Excess”), so long as in each case, after giving pro forma effect to such allocation, (y) the amount of the Margin Deficit on the Purchased Asset to which such Margin Excess is to be applied both immediately prior to and immediately after giving pro forma effect to such allocation and (z) a certification from Seller that no Default or Event of Default has occurred and is continuing (except as would be cured by such reallocation). Upon Buyer's independent confirmation, to be made in Buyer’s sole discretion, that the Margin Excess Requirements have been satisfied and the conclusions and calculations set forth in Seller's written request comply with the requirements set forth above, Buyer may, in its sole and absolute discretion, reallocate the related Margin Excess to those Purchased Assets for which Margin Deficits would otherwise exist, as determined by Buyer in its sole discretion, and, immediately (b) To the extent any Margin Deficit that is subject to a Margin Call under Section 4.01(a)(I) above is not eliminated by way of a Margin Excess reallocation pursuant to Section 4.01(a), or will result therefromin the case of any Margin Call under Section 4.01(a)(II) above, the Administrative Agent in each case, Seller shall, upon receipt of written request within three (3) Business Days after notice from Buyer that a Margin Call has occurred (provided that, if such notice is delivered to Seller after 1:00 p.m. (New York City time), such three (3) Business Day period shall commence on the Seller either remit cash or Release Purchased Loans as may be designated in a request by Business Day following Buyer’s delivery thereof), at Seller, in either case, in an amount equal to the lesser of ’s option (i) the amount requested by the Seller and transfer cash to Buyer, (ii) repurchase Purchased Assets at the Repurchase Price thereof, or (iii) choose any combination of the foregoing, so that, after giving effect to such transfers, repurchases and payments, the related Margin Excess, subject always Deficit is fully cured. Notwithstanding anything to the other limitations contrary herein, in no event shall available Margin Excess in respect of this Agreement. If cash is any LIBOR Based Transaction be reallocated (i.e., in such a way that the Purchase Price of any such LIBOR Based Transaction would be increased) at any time to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller under this Section 6.1(bcure in whole or in part a Margin Deficit relating to (x) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, such cash shall be any SOFR Based Transaction or (y) additional any LIBOR Based Transaction where such reallocation would result in an increase to the Purchase Price of any LIBOR Based Transaction with a Repurchase Date that is later than the Repurchase Date of the LIBOR Based Transaction in respect to the Transactions, and (z) subject in all respect to the provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of which such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased LoanDeficit exists.

Margin Deficit. (a) The Administrative Agent will recalculate In the event the sum of the Purchase Price of outstanding Transactions and any accrued and unpaid interest relating to the Price Differential thereon is greater than the sum of (i) the aggregate Market Value of all the Purchased Loans on Assets (provided that with respect to any date that Purchased Mortgage Loan, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 Mortgage Loan) and at any other time the Administrative Agent elects to do so. If at any time (ii) cash or the aggregate Purchase Market Value of all Purchased the Eligible Mortgage Loans subject (provided that with respect to all Transactions hereunder is less than any Eligible Mortgage Loan, the aggregate Repurchase Price (excluding Price Differential minus cash transfers previously made from Seller to Market Value for purposes of such computation will not exceed the Administrative Agent outstanding principal balance of such Eligible Mortgage Loan) on deposit in response to previous Margin Calls, if any) for all such Transactions the Buyer’s Account (a “Margin Deficit”), then Custodian shall so notify Seller by notice 4:30 p.m. on such Business Day. By no later than 5:00 p.m. on the date of any such notice, Seller shall transfer to the Seller (a “Margin Call”)Seller’s Account Additional Purchased Assets and/or Cash such that, after transfer thereof by Buyer to Buyer’s Account, the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Market Value of the Purchased LoansAssets (provided that with respect to any Purchased Mortgage Loan, the Market Value for purposes of such computation will not exceed the outstanding principal balance of such Purchased Mortgage Loan), including any such Additional Purchased LoansAssets and Cash, will thereupon at least equal equals or exceeds the then aggregate Repurchase Purchase Price (excluding of outstanding Transactions and any accrued and unpaid interest relating to the Price Differential). (b) On any Differential thereon. If such Margin Deficit is not cured by the Repo Seller within the same Business Day (if notice of a Margin Deficit is provided at or before 4:30 p.m. (New York time) on which such day) or the Purchase Value immediately following Business Day (if notice of a Margin Deficit is provided after 4:30 p.m. (New York time)) the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (Custodian shall notify Buyer and Seller that a “Margin Excess”), so long as no Default or Repo Event of Default has occurred and is continuing or will result therefromoccurred, unless waived in writing by 100% of the Administrative Agent shall, upon receipt Noteholders of written request from the Seller either remit cash or Release each class of Notes. All Additional Purchased Loans as may Assets transferred to Buyer’s Account shall be designated in a request by Seller, in either case, in an amount equal to the lesser of (i) the amount requested by the Seller and (ii) such Margin Excess, subject always to the other limitations of this Agreement. If cash is deemed to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, such cash shall be (y) additional Purchase Price with respect to the Transactions, and (z) subject in all respect to the provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased LoanAssets.

Margin Deficit. (a) The Administrative Agent will recalculate If the Purchase Asset Value of all for one or more Purchased Loans on Assets (other than any date that the Market Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder Permitted Asset) is less than the aggregate Repurchase outstanding Purchase Price for such Purchased Asset (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent as determined by Buyer in response to previous Margin Calls, if anyits discretion) for all such Transactions (a “Margin Deficit”), then by Buyer may give Seller notice to the Seller (a “Margin Call”), the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) On any Business Day on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), so Deficit. So long as no Default or Event of Default has occurred and is continuing or will result therefromcontinuing, the Administrative Agent shall, upon receipt of written request from the Seller either remit cash or Release Purchased Loans as may be designated in a request by Seller, in either case, in an amount equal to the lesser extent Excess Funding Capacity exists (as determined by Buyer in its sole and absolute discretion), Buyer shall reallocate such Margin Deficit (a “Reallocation”) by increasing the Purchase Price for one or more other Purchased Assets (such Purchased Assets and the amounts of such increases to be determined by Buyer) so long as (i) the amount requested such Reallocations do not result in a Default, an Event of Default or a Margin Deficit with respect to any other Purchased Asset as reasonably determined by the Seller Buyer and (ii) as a result of such Reallocations, (A) the Approved Applicable Percentage shall not be exceeded for any Purchased Asset, as determined by Buyer, (B) no Purchased Asset (other than a Permitted Asset) shall have a PPV in excess of the Required PPV Percentage, as reasonably determined by Buyer, (C) each Purchased Asset (other than a Permitted Asset) must have a Debt Yield at least equal to the Required Debt Yield Percentage, as reasonably determined by Buyer, (D) each Purchased Asset shall continue to be an Eligible Asset after such Reallocation, and (E) the Concentration Limits shall not be exceeded for any Purchased Asset; provided, however, in no event shall Buyer increase the Purchase Price for a Purchased Asset with an outstanding Margin Deficit. In connection with any such Reallocation, Seller shall execute new Confirmations promptly following request of Buyer. Seller understands and acknowledges that Reallocations may not be possible or, if possible, may not fully eliminate the Margin Deficit and that the manner, method and all other factors relating to such Reallocation are in Buyer’s sole and absolute discretion. (b) If a Reallocation does not occur or, if a Reallocation occurred but the same did not fully eliminate the Margin Deficit, then Buyer may make a margin call (a “Margin Call”) on Seller for the remaining Margin Deficit. If Buyer determines to make a Margin Call on Seller to correct the Margin Deficit, Seller shall, within one (1) Business Day after notice from Buyer (the “Margin Correction Deadline”), transfer cash to Buyer in an amount necessary to eliminate such Margin Excess, subject always Deficit or repurchase the Purchased Asset(s) which resulted in the Margin Call. (c) Failure to satisfy any Margin Deficit by the other limitations Margin Correction Deadline shall result in an Event of Default under this Agreement. (d) For the avoidance of doubt, Buyer may require the elimination of a Margin Deficit with respect to a single Purchased Asset or multiple Purchased Assets. (e) Buyer’s election not to give notice of a Margin Deficit or otherwise make a Margin Call at any time there is a Margin Deficit shall not waive the Margin Deficit or in any way limit or impair Buyer’s right to deliver a Margin Deficit notice at any time when the same or any other Margin Deficit exists. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller Buyer’s rights under this Section 6.1(b4.01 are in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (f) Except as if it were a request for a Transaction. To the extent the Administrative Agent remits otherwise required by Buyer, all cash transferred to the Seller, such cash shall be (y) additional Purchase Price Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the TransactionsWaterfall Account and, and (z) subject notwithstanding any provision in all respect Section 5.02 to the provisions and limitations of this Agreement. Each Buyer contrary, shall fund its Pro Rata share of such additional be applied to reduce the Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased LoanAsset(s) to which the Margin Deficit relates.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all Purchased Loans If on any date that (i) the Market Value of for any Purchased Loans is calculated Asset (as determined by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder Buyer) is less than (ii) the aggregate Repurchase product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Purchase Price for such Purchased Asset as of such date (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Callsexcess, if any, of (ii) for all such Transactions over (i), a “Margin Deficit”), then by Seller shall, within three (3) Business Days after notice to the Seller from Buyer (a “Margin Call”), the Administrative Agent shall, require the Seller transfer cash to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon Buyer in an amount at least equal to such Margin Deficit. Buyer shall apply the then aggregate funds received in satisfaction of a Margin Deficit to the Repurchase Price (excluding Price Differential)Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by reference. (b) On any Notwithstanding the foregoing, in lieu of the satisfaction by Seller of a Margin Call through the payment of cash, or in combination with Seller’s payment of cash, Seller may deliver a written request to Buyer (to be delivered to Buyer within one (1) Business Day on which following the date of the related Margin Call) to reallocate any then-currently available Additional Purchase Advance Available Amounts in order to eliminate the related Margin Deficit by increasing the Purchase Value Price of a Purchased Asset with the related Additional Purchase Advance Available Amount and decreasing the Purchase Price of the Purchased Loans Asset that is the subject of the related Margin Call. Any such written request for reallocation shall include a certification by Seller setting forth the following: (w) the Purchased Asset(s) with respect to Transactions exceeds which Seller requests that Buyer reallocate Additional Purchase Advance Available Amounts and the then outstanding aggregate Repurchase amount of such Additional Purchase Advance Available Amount(s) that Seller requests be re-allocated, (x) the Purchased Asset(s) to which Seller is requesting such Additional Purchase Advance Available Amount be applied, the new Purchase Price of all Transactions each such Purchased Asset and the new Purchase Price of the Purchased Asset(s) from which the related Additional Purchase Advance Available Amount(s) are being reallocated, in each case, after giving pro forma effect to such reallocation, (a “y) the amount of the Margin Excess”)Deficit on the Purchased Asset(s) to which any such Additional Purchase Advance Available Amount is to be applied in order to reduce the Purchase Price(s) thereof so as to eliminate such Margin Deficit, so long as both immediately prior to and immediately after giving pro forma effect to such reallocation, and (z) that no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of written request from the Seller either remit cash or Release Purchased Loans as may be designated in a request by Sellerexists (except, in either casethe case of a Default, in an amount equal as would be cured by such reallocation). Provided that ▇▇▇▇▇ has determined that (A) the Reallocation Conditions have been satisfied and (B) the proposed reallocation(s) will not exceed the Additional Purchase Advance Available Amount(s) of the applicable Purchased Asset(s), Buyer shall reallocate the related Additional Purchase Advance Available Amount(s) to the lesser of (iPurchased Asset(s) the amount requested by the Seller and (ii) to which such Margin ExcessCall relates, subject always and, immediately thereafter, Seller shall execute and deliver new Confirmations acceptable to Buyer reflecting the other limitations new Purchase Prices of this Agreement. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller under this Section 6.1(b) as if it were a request for a Transactionall affected Purchased Assets. To the extent any Margin Deficit that is subject to a Margin Call under Section 4.01(a) above is not eliminated in full by way of a reallocation of Additional Purchase Advance Available Amounts pursuant to this Section 4.01(b), Seller shall fully cure the Administrative Agent remits related Margin Deficit in accordance with Section 4.01(a) within the time period set forth in Section 4.01(a). (c) Buyer’s election not to deliver, or to forbear from delivering, a Margin Call notice at any time there is a Margin Deficit shall not waive or be deemed to waive such Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other Margin Deficit exists for the same or any other Purchased Asset (and the conditions to delivery of such Margin Call under Section 4.01(a) above are satisfied). Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to the Seller, such cash shall be (y) additional Purchase Price Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the TransactionsWaterfall Account, except as directed by ▇▇▇▇▇, and (z) subject notwithstanding any provision in all respect Section 5.02 to the provisions and limitations of this Agreement. Each Buyer contrary, shall fund its Pro Rata share be applied to reduce the Purchase Price of such additional Purchase Price as if Purchased Asset. Immediately after the remission satisfaction by ▇▇▇▇▇▇ of such each Margin Excess were Call hereunder, ▇▇▇▇▇▇ and ▇▇▇▇▇ shall execute and deliver the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans appropriate amended and Buyers’ delivery to Seller of the File for each such Purchased Loanrestated Confirmations.

Margin Deficit. (a) The Administrative Agent will recalculate If, as determined by Buyer in its discretion, (i) a Credit Event has occurred, (ii) the Purchase Asset Value of all for one or more Purchased Loans on any date that the Market Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder Assets is less than the aggregate Repurchase outstanding Purchase Price for such Purchased Asset (excluding Price Differential minus cash transfers previously made from Seller changes in the Asset Value of Purchased Assets that are due solely to interest rate spreads or credit spreads), (iii) the Administrative Agent in response to previous Margin Calls, if any) Debt Yield for all Purchased Assets (on a combined basis) is less than the Required Portfolio Debt Yield Percentage or (iv) a Confirmation for a Purchased Asset permits the Buyer to reduce the Asset Value of a Purchased Asset upon the occurrence or non-occurrence of a specified event or events for a specified amount or an amount to be determined by Buyer and such Transactions event has occurred or failed to occur, as determined by Buyer (the occurrence of any such event under clauses (i), (ii), (iii) and/or (iv) and the CHAR1\1716309v16 related Deficit Amount, a “Margin Deficit”), then by Buyer may give Seller notice to the Seller (a “Margin Call”), the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) On any Business Day on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), so Deficit. So long as no Default or Event of Default has occurred and is continuing or will result therefromand to the extent that any Excess Funding Capacity exists, the Administrative Agent Buyer shall, upon receipt to the extent of written request from any Excess Funding Capacity, reallocate such Margin Deficit (a “Reallocation”) to one or more Purchased Assets with Excess Funding Capacity by increasing the Seller either remit cash Purchase Price for one or Release more such other Purchased Loans as may Assets (such Purchased Assets with Excess Funding Capacity and the amounts of such increases to be designated determined by Buyer in its discretion) so long as, and in each case, subject to satisfaction of the following: (A) such Reallocations do not result in a request Default, an Event of Default or a Margin Deficit with respect to any other Purchased Asset as determined by SellerBuyer and (B) as a result of such Reallocations, (I) no Purchased Asset shall have a PPV in either caseexcess of the Maximum PPV Percentage, in an amount as determined by Buyer, (II) each Purchased Asset must have a Debt Yield at least equal to the lesser of Required Debt Yield Percentage (iif any), as determined by Buyer, (III) each Purchased Asset shall continue to be an Eligible Asset after such Reallocations, (IV) the amount requested Purchased Assets (on a combined basis) satisfy the Required Portfolio Debt Yield Percentage, (V) the applicable requirements and conditions set forth in Section 3.01, to the extent not specified in this Section 4.01 are satisfied or will be satisfied after giving effect to such Reallocations, (VI) no Purchased Asset shall have an Applicable Percentage that exceeds the Applicable Percentage set forth in the related Confirmation, (VII) the Concentration Limits shall not be exceeded for any Purchased Asset, and (VIII) Buyer has received evidence satisfactory to Buyer in its discretion of the continuing enforceability of the Guaranty and the current compliance by the Guarantor with all Financial Covenants and other obligations set forth in the Repurchase Documents; provided, however, in no event shall Buyer increase the Purchase Price for a Purchased Asset with an unsatisfied Margin Call. In connection with any such Reallocation, Seller shall execute replacement Confirmations acceptable to Buyer in its discretion promptly (but, in any event, within one (1) Business Day) following the request of Buyer. Seller understands and acknowledges that Reallocations may not be possible or, if possible, may not fully eliminate the Margin Deficit and that, subject to Seller’s rights set forth herein, the manner, method and all other factors relating to such Reallocation are in Buyer’s discretion. (iib) If a Reallocation does not occur or, if a Reallocation occurred but the same did not fully eliminate the Margin Deficit, then Buyer may in its discretion give Seller written notice of such Margin ExcessDeficit and the related Deficit Amount in connection with such Margin Deficit and make a margin call (a “Margin Call”) on Seller for the Margin Deficit (such notice the “Margin Call Notice”); provided, subject always however, unless a Default or Event of Default exists, Buyer shall not make a Margin Call until the Margin Deficit equals or exceeds the Margin Threshold. On or before the Margin Correction Deadline (time being of the essence), Seller shall pay to Buyer in immediately available funds the full amount of Margin Deficit set forth in such Margin Call Notice. Seller shall, prior to the Margin Correction Deadline, remit to Buyer all Unrestricted Cash in satisfaction of such Margin Deficit, provided, that, to the extent Unrestricted Cash is insufficient to satisfy the applicable Margin Deficit in full, and, by the Margin Correction Deadline, Seller remits any Unrestricted Cash and no Default or Event of Default exists (other limitations than a Default related to such unpaid Margin Deficit which is the subject of the Margin Call CHAR1\1716309v16 Notice), then such period shall be extended and Seller shall have a total of five (5) Business Days from the date of the Margin Call Notice to satisfy the remaining Margin Deficit. (c) Failure to satisfy any Margin Deficit by the Margin Correction Deadline shall result in an Event of Default under this Agreement. (d) For the avoidance of doubt, Buyer may require the elimination of a Margin Deficit with respect to a single Purchased Asset or multiple Purchased Assets. (e) Buyer’s election in its discretion not to give notice of a Margin Deficit or otherwise make a Margin Call at any time there is a Margin Deficit shall not waive the Margin Deficit or in any way limit or impair Buyer’s right to deliver a Margin Call Notice at any time when the same or any other Margin Deficit exists. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller Buyer’s rights under this Section 6.1(b4.01 are in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (f) Except as if it were a request for a Transaction. To the extent the Administrative Agent remits otherwise required by Buyer, all cash transferred to the Seller, such cash shall be (y) additional Purchase Price Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the TransactionsWaterfall Account and, and (znotwithstanding any provision in Section 5.02 to the contrary, shall be applied by Buyer to reduce the Purchase Price of the Purchased Asset(s) subject in all to which the Margin Deficit relates. With respect to the provisions and limitations of this Agreement. Each Buyer Purchased Assets for which the Margin Deficit was applied, Seller shall fund its Pro Rata share of such additional execute replacement Confirmations reflecting the applicable change to the Purchase Price as if of the remission related Purchased Assets promptly following the payment of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased LoanDeficit.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of With respect to any Purchased Asset or all Purchased Loans Assets, as applicable, if on any date that either of the Market following has occurred: (I) for any individual Purchased Asset, the Asset Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder is less than the aggregate Repurchase outstanding Purchase Price for such Purchased Asset as of such date, or (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Calls, if anyII) for all such Transactions Purchased Assets, the Facility Debt Yield Test is not satisfied (the amount of any shortfall under clause (I) or the amount necessary to satisfy clause (II), a “Margin Deficit”), then by notice Buyer shall have the right from time to the time as determined in its sole discretion to make a margin call on Seller (a “Margin Call”), the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) On any Business Day on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of written request from the Seller either remit cash or Release Purchased Loans as may be designated in a request by Seller, in either case, in an amount equal to the lesser amount of the related Margin Deficit; provided that, prior to the occurrence and continuance of a Default or an Event of Default, Buyer shall only make a Margin Call if the related Margin Deficit exceeds, or if the aggregate of all Margin Deficits collectively exceeds, the applicable Material Impairment Threshold. (b) Upon Buyer making a Margin Call for any reason in accordance with this Agreement, Seller shall, within two (2) Business Days after notice of such Margin Call from Buyer, (i) the amount requested by the Seller and transfer cash to Buyer, (ii) such repurchase the Purchased Asset(s) that caused the related Margin ExcessDeficit at the related Repurchase Price(s) thereof, subject always to the other limitations of this Agreement. If cash is to be remitted, then the Administrative Agent shall treat the receipt or (iii) choose any combination of the written request of Seller foregoing, so that, after giving effect to such repurchases and payments, the Margin Deficit is cured. (c) Buyer’s election not to deliver, or to forbear from delivering a margin deficit notice at any time there is a Margin Deficit shall not waive or be deemed to waive the Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a margin deficit notice at any time when the same or any other Margin Deficit exists. Buyer’s rights relating to Margin Deficits under this Section 6.1(b4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 shall be deposited into the Waterfall Account, except as if it were a request for a Transaction. To the extent the Administrative Agent remits cash directed by Buyer, and notwithstanding any provision in Section 5.02 to the Sellercontrary, such cash shall be (y) additional Purchase Price with respect applied to reduce the Transactionsrelated Margin Deficit until the Margin Call has been satisfied in full. Immediately after the satisfaction by Seller of each Margin Call hereunder, Seller and (z) subject in all respect to the provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans execute and Buyers’ delivery to Seller of the File for each such Purchased Loandeliver an Amended and Restated Confirmation.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all Purchased Loans If on any date that the Market Value of for any Purchased Loans is calculated Asset (as determined by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder Buyer) is less than the aggregate product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Repurchase Price for such Purchased Asset as of such date (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Callsexcess, if any) for all such Transactions (a , “Margin Deficit”), then by notice to the Seller then, at any time when (i) a “Margin Call”), the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) On any Business Day on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), so long as no Default or an Event of Default has occurred and is continuing continuing, or will result therefrom, the Administrative Agent shall, upon receipt of written request from the Seller either remit cash or Release Purchased Loans as may be designated in a request by Seller, in either case, in an amount equal to the lesser of (i) the amount requested by the Seller and (ii) such the Minimum Margin ExcessThreshold is exceeded, subject always Buyer shall have the right from time to the other limitations of this Agreementtime as determined in its sole and absolute discretion to make a margin call (“Margin Call”) to Seller. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller Additional terms and provisions concerning Margin Deficits and Margin Calls under this Section 6.1(b4.01 are set forth in Section 5 of the Fee Letter, and are hereby incorporated herein by reference (b) as if it were Buyer’s election not to deliver, or to forbear from delivering, a request for margin deficit notice at any time there is a TransactionMargin Deficit shall not waive or be deemed to waive the Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a margin deficit notice at any time when the same or any other Margin Deficit exists. To Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the extent the Administrative Agent remits Repurchase Documents or Requirements of Law. (c) All cash transferred to the Seller, such cash shall be (y) additional Purchase Price Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the TransactionsWaterfall Account, except as directed by Buyer, and (z) subject notwithstanding any provision in all respect Section 5.02 to the provisions contrary, shall be applied to reduce the Purchase Price of the related Purchased Asset. (d) After the satisfaction of each Margin Deficit under this Section 4.01, Seller and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price execute all necessary and appropriate amended Confirmations, as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased Loandetermined by Buyer.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all Purchased Loans on any date that the Market Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value Margin Amount of all Purchased Loans subject to all Transactions hereunder is less than the aggregate Repurchase Price (excluding Price Differential minus Differential), minus, without duplication, cash transfers previously made from the Seller to the Administrative Agent in response to previous Margin Calls, if any) , for all such Transactions Transactions, a margin deficit (a “Margin Deficit”) will exist. If at any time the Margin Deficit exceeds One Million Dollars ($1,000,000), then by notice to the Seller (a “Margin Call”), the Administrative Agent shall, shall require the Seller to transfer (for the account of the Buyers) to the Administrative Agent (in the case of cash) or the CustodianCustodian (in the case of Additional Purchased Loans, as appropriate defined below), as appropriate, either (at the Seller’s option) cash or cash, additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value Price of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) On any Business Day on which the Purchase Value aggregate Margin Amount of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price (excluding Price Differential) of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of a written request from the Seller either and provided such Margin Excess exceeds One Million Dollars ($1,000,000), remit cash or Release authorize Custodian to release Purchased Loans Loans, as may be designated in a request requested by the Seller, in either case, case in an amount equal to the lesser of (i) the amount requested by the Seller and (ii) such Margin Excess, subject always to the other limitations of this Agreement. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of the Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, such cash shall be (yA) additional Purchase Price with respect to the Transactions, and (zB) subject in all respect respects to the provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased Loan.Rata

Margin Deficit. (a) The Administrative Agent will recalculate If on any date (i) the Purchase Market Value of all Purchased Loans on any date Assets that the Market Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder are Eligible Assets is less than (ii) the aggregate sum of the products for each Purchased Asset of (A) Buyer’s Margin Percentage for such Purchased Asset times (B) the outstanding Repurchase Price for such Purchased Asset as of such date (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Callsexcess, if any, of (ii) for all such Transactions over (i), a “Margin Deficit”), then by and such Margin Deficit is greater than the Minimum Margin Amount, the Sellers shall upon notice to the Seller from Buyer (such notice, a “Margin Call”), the Administrative Agent shall, require the Seller ) transfer to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased LoansBuyer cash, so that after giving effect to such payments, the cash Margin Deficit has been reduced to zero. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines. Notice of a Margin Deficit may be given by any means provided in this Agreement. Any notice received before 11:00 a.m. New York City time on a Business Day shall be met with payment of cash, and the aggregate Purchase Value related Margin Call satisfied, no later than 5:00 p.m. New York City time on the following Business Day; notice received after 11:00 a.m. New York City time on a Business Day shall be met with payment of cash, and the Purchased Loansrelated Margin Call satisfied, including any no later than 5:00 p.m. New York City time two (2) Business Days following the date of such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential)notice. (b) On Buyer’s election not to deliver a Margin Call at any Business Day on which time there is a Margin Deficit shall not waive the Purchase Value of Margin Deficit or in any way limit or impair Buyer’s right to deliver a Margin Call at any time when the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “same or any other Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of written request from the Seller either remit cash or Release Purchased Loans as may be designated in a request by Seller, in either case, in an amount equal to the lesser of (i) the amount requested by the Seller and (ii) such Margin Excess, subject always to the other limitations of this AgreementDeficit exists. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller Buyer’s rights under this Section 6.1(b4.01 are in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (c) as if it were a request for a Transaction. To the extent the Administrative Agent remits All cash transferred to the Seller, such cash shall be (y) additional Purchase Price Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the TransactionsWaterfall Account and, and (z) subject in all respect to notwithstanding the provisions and limitations of this Agreement. Each Buyer Section 5.02, shall fund its Pro Rata share be applied to reduce the Purchase Price of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased LoanAsset.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all Purchased Loans If on any date that (i) the Market Value of for any Purchased Loans is calculated Asset (as determined by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder Buyer) is less than (ii) the aggregate Repurchase product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Purchase Price for such Purchased Asset as of such date (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Callsexcess, if any, of (ii) for all such Transactions over (i), a “Margin Deficit”), then by Seller shall, within three (3) Business Days after notice to the Seller from Buyer (a “Margin Call”), the Administrative Agent shall, require the Seller transfer cash to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon Buyer in an amount at least equal to such Margin Deficit. Buyer shall apply the then aggregate funds received in satisfaction of a Margin Deficit to the Repurchase Price (excluding Price Differential)Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by reference. (b) On Buyer’s election not to deliver, or to forbear from delivering, a Margin Call notice at any Business Day on which the Purchase Value of the Purchased Loans subject time there is a Margin Deficit shall not waive or be deemed to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of written request from the Seller either remit cash or Release Purchased Loans as may be designated in a request by Seller, in either case, in an amount equal to the lesser of (i) the amount requested by the Seller and (ii) waive such Margin ExcessDeficit or in any way limit, subject always stop or impair Buyer’s right to deliver a Margin Call notice at any time when the same or any other limitations Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of this Agreementsuch Margin Call under Section 4.01(a) above are satisfied). If cash is Buyer’s rights relating to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller Margin Deficits under this Section 6.1(b4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (c) as if it were a request for a Transaction. To the extent the Administrative Agent remits All cash transferred to the Seller, such cash shall be (y) additional Purchase Price Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the TransactionsWaterfall Account, except as directed by Buyer, and (z) subject notwithstanding any provision in all respect Section 5.02 to the provisions contrary, shall be applied to reduce the Purchase Price of such Purchased Asset. Immediately after the satisfaction by Seller of each Margin Call hereunder, Seller and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if execute and deliver the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans appropriate amended and Buyers’ delivery to Seller of the File for each such Purchased Loanrestated Confirmations.

Margin Deficit. (a) The Administrative Agent will recalculate If, as determined by Buyer in its discretion, (i) a Credit Event has occurred, (ii) the Purchase Asset Value of all for one or more Purchased Loans on any date that the Market Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder Assets is less than the aggregate Repurchase outstanding Purchase Price for such Purchased Asset (excluding Price Differential minus cash transfers previously made from Seller changes in the Asset Value of Purchased Assets that are due solely to interest rate spreads or credit spreads), (iii) the Administrative Agent in response to previous Margin Calls, if any) Debt Yield for all Purchased Assets (on a combined basis) is less than the Required Portfolio Debt Yield Percentage or (iv) a Confirmation for a Purchased Asset permits the Buyer to reduce the Asset Value of a Purchased Asset upon the occurrence or non-occurrence of a specified event or events for a specified amount or an amount to be determined by Buyer and such Transactions event has occurred or failed to occur, as determined by Buyer (the occurrence of any such event under clauses (i), (ii), (iii) and/or (iv) and the related Deficit Amount, a “Margin Deficit”), then by Buyer may give Seller notice to the Seller (a “Margin Call”), the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) On any Business Day on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), so Deficit. So long as no Default or Event of Default has occurred and is continuing and to the extent that any Excess Funding Capacity exists, Buyer shall, to the extent of any Excess Funding Capacity, reallocate such Margin Deficit (a “Reallocation”) to one or more Purchased Assets with Excess Funding Capacity by increasing the Purchase Price for one or more such other Purchased Assets (such Purchased Assets with Excess Funding Capacity and the amounts of such increases to be determined by Buyer in its discretion) so long as, and in each case, subject to satisfaction of the following: (A) such Reallocations do not result in a Default, an Event of Default or a Margin Deficit with respect to any other Purchased Asset as determined by Buyer and (B) as a result of such Reallocations, (I) no Purchased Asset shall have a PPV in excess of the Maximum PPV Percentage, as determined by Buyer, (II) [reserved], (III) each Purchased Asset shall continue to be an Eligible Asset after such Reallocations, (IV) the Purchased Assets (on a combined basis) satisfy the Required Portfolio Debt Yield Percentage, (V) the applicable requirements and conditions set forth in Section 3.01, to the extent not specified in this Section 4.01 are satisfied or will result therefrombe satisfied after giving effect to such Reallocations, (VI) no Purchased Asset shall have an Applicable Percentage that exceeds the Applicable Percentage set forth in the related Confirmation, (VII) the Concentration Limit shall not be violated, and (VIII) Buyer has received evidence satisfactory to Buyer in its discretion of the continuing enforceability of the Guaranty and the current compliance by the Guarantor with all Financial Covenants and other obligations set forth in the Repurchase Documents; provided, however, in no event shall Buyer increase the Purchase Price for a Purchased Asset with an unsatisfied Margin Call. In connection with any such Reallocation, Seller shall execute replacement Confirmations acceptable to Buyer in its discretion promptly (but, in any event, within one (1) Business Day) following the request of Buyer. Seller understands and acknowledges that Reallocations may not be possible or, if possible, may not fully eliminate the Margin Deficit and that, subject to Seller’s rights set forth herein, the Administrative Agent manner, method and all other factors relating to such Reallocation are in Buyer’s discretion. (b) If a Reallocation does not occur or, if a Reallocation occurred but the same did not fully eliminate the Margin Deficit, then Buyer may in its discretion give Seller written notice of such Margin Deficit and the related Deficit Amount in connection with such Margin Deficit and make a margin call (a “Margin Call”) on Seller for the Margin Deficit (such notice the “Margin Call Notice”); provided, however, unless a Default or Event of Default exists, Buyer shall not make a Margin Call until the Margin Deficit equals or exceeds the Margin Threshold. On or before the Margin Correction Deadline (time being of the essence), Seller shall pay to Buyer in immediately available funds the full amount of Margin Deficit set forth in such Margin Call Notice. Seller shall, upon receipt prior to the Margin Correction Deadline, remit to Buyer all Unrestricted Cash in satisfaction of written request such Margin Deficit, provided, that, to the extent Unrestricted Cash is insufficient to satisfy the applicable Margin Deficit in full, and, by the Margin Correction Deadline, Seller remits any Unrestricted Cash and no Default or Event of Default exists (other than a Default related to such unpaid Margin Deficit which is the subject of the Margin Call Notice), then such period shall be extended and Seller shall have a total of five (5) Business Days from the Seller either remit cash or Release Purchased Loans as may be designated in a request date of the Margin Call Notice to satisfy the remaining Margin Deficit. (c) Failure to satisfy any Margin Deficit by Seller, in either case, the Margin Correction Deadline shall result in an amount equal to the lesser Event of (i) the amount requested by the Seller and (ii) such Margin Excess, subject always to the other limitations of Default under this Agreement. (d) For the avoidance of doubt, Buyer may require the elimination of a Margin Deficit with respect to a single Purchased Asset or multiple Purchased Assets. (e) Buyer’s election in its discretion not to give notice of a Margin Deficit or otherwise make a Margin Call at any time there is a Margin Deficit shall not waive the Margin Deficit or in any way limit or impair Buyer’s right to deliver a Margin Call Notice at any time when the same or any other Margin Deficit exists. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller Buyer’s rights under this Section 6.1(b4.01 are in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (f) Except as if it were a request for a Transaction. To the extent the Administrative Agent remits otherwise required by Buyer, all cash transferred to the Seller, such cash shall be (y) additional Purchase Price Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the TransactionsWaterfall Account and, and (znotwithstanding any provision in Section 5.02 to the contrary, shall be applied by Buyer to reduce the Purchase Price of the Purchased Asset(s) subject in all to which the Margin Deficit relates. With respect to the provisions and limitations of this Agreement. Each Buyer Purchased Assets for which the Margin Deficit was applied, Seller shall fund its Pro Rata share of such additional execute replacement Confirmations reflecting the applicable change to the Purchase Price as if of the remission related Purchased Assets promptly following the payment of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased LoanDeficit.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all Purchased Loans If on any date that (i) the Market Value of any Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 Asset (excluding Additional Purchased Assets and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder Margin Assets) is less than (ii) the aggregate Repurchase product of (A) the Buyer’s Maximum Margin Percentage of such Purchased Asset and (B) the Purchase Price of such Purchased Asset as of such date (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Callsexcess, if any, of (ii) over (i), an “Asset Margin Deficit”); and after Buyer’s application of the Pledged Market Value of any Additional Purchased Assets related to such Purchased Asset previously transferred to Buyer to reduce the Asset Margin Deficit, such Asset Margin Deficit equals or exceeds the Minimum Margin Call Amount, Seller shall, upon notice from Buyer (such notice, an “Asset Margin Call”), transfer to Buyer cash, or if Seller and Buyer (in its discretion) agree, transfer to Buyer Additional Purchased Assets and Margin Assets for no additional consideration, so that after giving effect to such payments or transfers, the product of (x) the Market Value of such Purchased Asset and (y) the Applicable Percentage of such Purchased Asset exceeds the Purchase Price of such Purchased Asset; provided that in the Buyer’s discretion, Seller may request that the Pledged Market Value of any previously delivered Additional Purchased Assets or Margin Assets be applied to reduce any Asset Margin Deficit to satisfy the related Asset Margin Call, provided further, for the avoidance of doubt, that the Pledged Market Value of any Additional Purchased Asset or Margin Assets shall not be applied to more than one Asset Margin Deficit on any date. (b) If on an Early Repurchase Date or Remittance Date, the (i) aggregate Market Value of the Purchased Assets (excluding Additional Purchased Assets and Margin Assets) is less than (ii) the sum of the products for all Purchased Assets of (A) the Purchase Price of each Purchased Asset and (B) the Buyer’s Margin Percentage for such Transactions Purchased Asset (the excess, if any, of (ii) over (i), a “Pool Margin Deficit” and any Asset Margin Deficit or Pool Margin Deficit, each also a “Margin Deficit”); and after Buyer’s application of the Pledged Market Value of any Additional Purchased Assets and Margin Assets previously transferred to Buyer to reduce the Pool Margin Deficit, then by such Pool Margin Deficit is greater than zero, Seller shall, upon notice to the Seller from Buyer (such notice, a “Pool Margin Call”, and any Asset Margin Call or Pool Margin Call, each also a “Margin Call”), the Administrative Agent shalltransfer to Buyer cash, require the or if Seller and Buyer (in it is discretion) agree, transfer to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Buyer Additional Purchased Loans”), or a combination of cash Assets and Additional Purchased LoansMargin Assets for no additional consideration, so that the cash and the aggregate Purchase Value of the Purchased Loansin each case, including any after giving effect to such Additional Purchased Loanstransfers or payments, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential)such Pool Margin Deficit is reduced to zero. (bc) On any Business Day on which Buyer shall apply the Purchase Value funds or Additional Purchased Assets and Margin Assets received in satisfaction of a Margin Deficit to the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price Obligations in such manner as Buyer determines. Notice of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of written request from the Seller either remit cash or Release Purchased Loans as Deficit may be designated given by any means provided in a request by Seller, in either case, in an amount equal to the lesser of (i) the amount requested by the Seller and (ii) such Margin Excess, subject always to the other limitations of this Agreement. If Any notice received before 11:00 a.m. New York City time on a Business Day shall be met with payment of cash or transfer of Additional Purchased Assets, and the related Margin Call satisfied, no later than 5:00 p.m. New York City time on the following Business Day; notice received after 11:00 a.m. New York City time on a Business Day shall be met with payment of cash or transfer of Additional Purchased Assets, and the related Margin Call satisfied, no later than 5:00 p.m. New York City time two (2) Business Days following the date of such notice. (d) Buyer’s election not to deliver a Margin Call at any time there is a Margin Deficit shall not waive the Margin Deficit or in any way limit or impair Buyer’s right to be remitted, then deliver a Margin Call at any time when the Administrative Agent shall treat the receipt of the written request of Seller same or any other Margin Deficit exists. Buyer’s rights under this Section 6.1(b4.01 are in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (e) as if it were a request for a Transaction. To the extent the Administrative Agent remits All cash transferred to the Seller, such cash shall be (y) additional Purchase Price Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into an account designated by the Transactions, Buyer and shall be applied to reduce the Purchase Price of such Purchased Asset. (zf) subject Additional Purchased Assets transferred to Buyer in all respect satisfaction of a Margin Deficit pursuant to the provisions and limitations Section 4.01 shall become property of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price to the same extent as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated are Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased LoanAssets.

Margin Deficit. (a) The Administrative Agent will recalculate If on any date the Purchase Market Value of all Purchased Mortgage Loans and Purchased REMIC Certificates (taking into account the Market Value of the Underlying Mortgage Loans) is less than the product of (A) Buyer’s Margin Percentage times (B) the aggregate outstanding Purchase Price for such Purchased Assets as of such date, a margin deficit shall exist (a “Mortgage Loan/REMIC Margin Deficit”). If on any date the Market Value of all Purchased REO Entity Interests (taking into account the Market Value of the related REO Properties)is less than the product of (A) Buyer’s Margin Percentage times (B) the aggregate outstanding Purchase Price for such Purchased Assets as of such date, a margin deficit shall exist (an “REO Margin Deficit”). If on any date that the Market Value a Mortgage Loan/REMIC Margin Deficit exists and a Margin Call Trigger Event shall have occurred, Buyer may provide a Margin Call Notice to Sellers notifying Sellers of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder is less than the aggregate Repurchase Price (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous such Margin Calls, if any) for all such Transactions (a “Margin Deficit”), then by notice to the Seller Deficit (a “Margin Call”)) and such Margin Call Notice shall require Sellers, upon Buyer’s direction or, in the Administrative Agent shallcase of a Margin Deficit arising solely because one or more of such Purchased Assets have ceased to be an Eligible Asset, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option, to either (i) transfer cash to Buyer, (ii) transfer to Buyer or its designee (including Custodian) for no additional consideration additional Eligible Loans reasonably acceptable to the Administrative Agent Assets (“Additional Purchased LoansAssets”), or a (iii) choose any combination of the foregoing, so that, after giving effect to such transfers and payments, the aggregate outstanding Purchase Price for all Purchased Mortgage Loans and Purchased REMIC Certificates does not exceed the product of (A) the aggregate Market Value thereof times (B) the Applicable Purchase Price Percentage. If on any date that an REO Margin Deficit exists and a Margin Call Trigger Event shall have occurred, Buyer may provide a Margin Call Notice to Sellers notifying Sellers of such Margin Deficit (a “Margin Call”) and Sellers may, but shall have no obligation to, (i) transfer cash and to Buyer, (ii) transfer to Buyer or its designee (including Custodian) for no additional consideration additional Eligible Assets (“Additional Purchased LoansAssets”), or (iii) choose any combination of the foregoing, so that the cash that, after giving effect to such transfers, repurchases and payments, the aggregate outstanding Purchase Price for all Purchased REO Entity Interests does not exceed the product of (A) the aggregate Market Value thereof times (B) the Applicable Purchase Price Percentage. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Obligations in such manner as Buyer determines; provided that any funds received from Sellers to satisfy an REO Margin Deficit shall be applied to satisfy such REO Margin Deficit and any funds received from Sellers to satisfy a Mortgage Loan/REMIC Margin Deficit shall be applied to satisfy such Mortgage Loan/REMIC Margin Deficit. For the avoidance of doubt a Margin Call may be made with respect to a single Purchased Loans, including any such Additional Asset or multiple Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential)Assets. (b) On Margin Call Notices delivered pursuant to a Margin Call in Section 4.01(a) may be given by any written means. Any Margin Call Notice with respect to a Mortgage Loan/REMIC Margin Deficit given before 11:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on which the Purchase Value following Business Day; notice given after 11:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 11:00 a.m. (New York City time) on the second Business Day following such notice delivery (the foregoing time requirements for satisfaction of a Margin Call are referred to as the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin ExcessDeadlines”). 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 long as no Default or Event of Default has occurred and is continuing or will result therefrom, at a later date. Notwithstanding anything to the Administrative Agent shall, upon receipt of written request from the Seller either remit cash or Release Purchased Loans as may be designated in a request by Sellercontrary herein, in either case, in an amount equal no event shall Buyer have recourse against any Seller for failing to the lesser of (i) the amount requested by the Seller and (ii) such cure a Margin Excess, subject always to the other limitations of this Agreement. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, such cash shall be (y) additional Purchase Price Deficit with respect to the TransactionsREO Entity Interests, and any recourse to the Guarantor for any such Margin Deficit shall be subject to the Recourse Limit. (zc) subject Buyer’s election not to deliver a Margin Call at any time there is a Margin Deficit shall not waive the Margin Deficit or in all any way limit or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin Deficit exists. Buyer’s rights under this Section 4.01 are in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the provisions Waterfall Account or REO Collection Account, as applicable, except as directed by Buyer, and limitations of this Agreement. Each Buyer notwithstanding any provision in Section 5.02 to the contrary, shall fund its Pro Rata share be applied to reduce the Purchase Price of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased LoanAsset.

Margin Deficit. (a) The Administrative Agent will recalculate If on any date (i) the Purchase Market Value of all Purchased Loans on Assets that are Eligible Assets (and including, for avoidance of doubt, any date that the Market Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder related Interest Rate Protection Agreement with an Affiliated Hedge Counterparty) is less than (ii) the aggregate sum of the products for each Purchased Asset of (A) Buyer’s Margin Percentage for such Purchased Asset times (B) the outstanding Repurchase Price (excluding Price Differential minus cash transfers previously made from Seller for such Purchased Asset as of such date, plus an amount equal to the Administrative Agent in response estimated amount that Seller would be entitled to previous Margin Callsreceive on the next Remittance Date pursuant to clause seventh of Section 5.02 or clause sixth of Section 5.03, as determined by Buyer (the excess, if any, of (ii) for all such Transactions over (i), a “Margin Deficit”)) and such Margin Deficit equals to or exceeds the Margin Threshold, then by Seller shall, upon notice to the Seller from Buyer (such notice, a “Margin Call”)) transfer to Buyer cash, the Administrative Agent shallor if Seller and Buyer mutually agree, require the Seller transfer to transfer (Buyer or Custodian for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or no additional consideration additional Eligible Loans reasonably acceptable to the Administrative Agent Assets (“Additional Purchased LoansAssets”), so that after giving effect to such transfers and payments, the Margin Deficit has been reduced to zero. Buyer shall apply the funds or Additional Purchased Assets received in satisfaction of a combination Margin Deficit to the Repurchase Obligations in such manner as Buyer determines. Notice of a Margin Deficit may be given by any means provided in this Agreement. Any notice received before 11:00 a.m. New York City time on a Business Day shall be met with payment of cash and or transfer of Additional Purchased LoansAssets, so that the cash and the aggregate Purchase Value related Margin Call satisfied, no later than 5:00 p.m. New York City time on the following Business Day; notice received after 11:00 a.m. New York City time on a Business Day shall be met with payment of the Purchased Loans, including any such cash or transfer of Additional Purchased LoansAssets, will thereupon at least equal and the then aggregate Repurchase Price related Margin Call satisfied, no later than 5:00 p.m. New York City time two (excluding Price Differential)2) Business Days following the date of such notice. (b) On Buyer’s election not to deliver a Margin Call at any Business Day on which time there is a Margin Deficit shall not waive the Purchase Value of Margin Deficit or in any way limit or impair Buyer’s right to deliver a Margin Call at any time when the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “same or any other Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of written request from the Seller either remit cash or Release Purchased Loans as may be designated in a request by Seller, in either case, in an amount equal to the lesser of (i) the amount requested by the Seller and (ii) such Margin Excess, subject always to the other limitations of this AgreementDeficit exists. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller Buyer’s rights under this Section 6.1(b4.01 are in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (c) as if it were a request for a Transaction. To the extent the Administrative Agent remits All cash transferred to the Seller, such cash shall be (y) additional Purchase Price Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the TransactionsWaterfall Account and, and (z) subject in all respect to notwithstanding the provisions and limitations of this Agreement. Each Buyer Section 5.02, shall fund its Pro Rata share be applied to reduce the Purchase Price of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased LoanAsset.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all With respect to any Purchased Loans Asset, if on any date that (I) an amount equal to the product of the Maximum Applicable Percentage for such Purchased Asset, multiplied by the Market Value of such Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder Asset is less than the aggregate Repurchase outstanding Purchase Price for such Purchased Asset as of such date (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Callsexcess, if any) for all such Transactions (, a “Margin Deficit”), (II) a Credit Event with respect to such Purchased Asset has occurred, and (III) the Minimum Margin Test is satisfied, then by notice Buyer shall have the right from time to the time as determined in its sole and absolute discretion to make a margin call on Seller (a “Margin Call”), the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) On Upon Buyer making a Margin Call, Seller shall, satisfy the related Margin Deficit in accordance with the Payment Procedures. The failure of Seller, Pledgor, Guarantor or Sponsor to strictly comply with the Payment Procedures shall, to the extent the related Margin Call is not otherwise satisfied by Seller within the time required hereunder, constitute an immediate Event of Default pursuant to Section 10.01(a) and shall not excuse Seller from the obligation to cure such Margin Deficit or relieve Guarantor from any of its obligations under the Guarantee Agreement, as applicable, which obligations shall be absolute notwithstanding any such failure. (c) Buyer’s election not to deliver, or to forbear from delivering, notice of a Margin Deficit shall not waive or be deemed to waive any such Margin Deficit or in any way limit or impair Buyer’s right to deliver such a notice at any time when any Margin Deficit exists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as otherwise directed by Buyer in writing, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of the related Purchased Asset for which the related Margin Deficit exists. (e) Notwithstanding anything to the contrary set forth in this Section 4.01, any Margin Call notices delivered on a day that is not a Business Day or received by Seller after 3:00 p.m. of any Business Day on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of written request from the Seller either remit cash or Release Purchased Loans as may be designated in a request by Seller, in either case, in an amount equal to the lesser of (i) the amount requested by the Seller and (ii) such Margin Excess, subject always to the other limitations of this Agreement. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, such cash shall be (y) additional Purchase Price with respect to deemed received on the Transactions, and (z) subject in all respect to first Business Day following the provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share date of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased Loandelivery.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all Purchased Loans (i) If on any date that the Market Value of a Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder Asset is less than the aggregate product of (A) the Margin Percentage times (B) the outstanding Repurchase Price for such Purchased Asset as of such date (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Callsexcess, if any) for all such Transactions (, a “Margin Deficit”), and provided that (I) a Credit Event relating to such Purchased Asset has occurred, and (II) each Margin Deficit shall - 56- exclude any portion thereof that resulted from any interest rate changes and/or credit spread movements, then the related Seller shall, within five (5) Business Days after the receipt of written notice from Buyer (which notice may be by notice to the Seller electronic mail) (a “Margin Call”)) (i) transfer cash to Buyer, (ii) repurchase Purchased Assets at the Administrative Agent shallRepurchase Price thereof, require the Seller to transfer or (for the account iii) choose any combination of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loansforegoing, so that the cash that, after giving effect to such transfers, repurchases and payments, the aggregate Purchase Value Price for all Purchased Assets does not exceed an aggregate amount equal to the products of the Market Value for each Purchased LoansAsset, including any times the Applicable Percentage. Buyer shall apply the funds received in satisfaction of a Margin Deficit with respect to a Purchased Asset to the Repurchase Obligations owing with respect to such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential)Asset. (bi) On any Business Day on which In lieu of a Margin Call pursuant to Section 4.01(a)(i), Buyer may, in its discretion upon written request of the related Seller, reallocate previous partial prepayments made pursuant to Section 3.07 in order to eliminate the related Margin Deficit by increasing the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (certain Purchased Assets and decreasing the Purchase Price of other Purchased Assets. Any such request for reallocation shall include a “Margin Excess”), so long as certification by such Seller that no Default or Event of Default has occurred and is continuing or will result therefrom(except as would be cured by such reallocation), and shall set forth the following, with such back-up calculations as Buyer may require: (i) the amount of prior partial prepayments and Purchased Assets so prepaid pursuant to Section 3.07 that such Seller requests be re-allocated, (ii) the Purchased Asset to which such Seller is requesting such prior partial prepayment be applied, the Administrative Agent shallnew Purchase Price of such Purchased Asset and the new Purchase Price of the previously prepaid Purchased Asset, upon receipt in each case, after giving pro forma effect to such allocation, (iii) the amount of the Margin Deficit on each applicable Purchased Asset both immediately prior to and immediately after giving pro forma effect to such allocation and (iv) the PPV Test will be satisfied and the Applicable Percentage of such Purchased Asset will not exceed the Maximum Applicable Percentage, in each case after giving pro forma effect to such allocation. Upon Buyer’s independent confirmation, in its commercially reasonable judgment, that the conclusions and calculations set forth in the related Seller’s written request from comply with the Seller either remit cash or Release requirements set forth above, Buyer may, in its discretion, reallocate previous prepayments to those Purchased Loans as may be designated Assets for which Margin Deficits would otherwise exist, in a request by Sellermanner acceptable to Buyer in its commercially reasonable judgment and such Seller shall submit new Confirmations acceptable to Buyer reflecting the new Purchase Price of all affected Purchased Assets. Notwithstanding anything to the contrary herein, in either caseno event shall Buyer make a reallocation in respect of any LIBOR Based Transaction (i.e., in such a way that the Purchase Price of any such LIBOR Based Transaction would be increased) at any time to cure in whole or in part a Margin Deficit relating to (x) any SOFR Based Transaction or (y) any LIBOR Based Transaction where such reallocation would result in an increase to the Purchase Price of any LIBOR Based Transaction with a Repurchase Date that is later than the Repurchase Date of the LIBOR Based Transaction in respect of which such Margin Deficit exists. (b) Notwithstanding the foregoing, in the event the Margin Call arises solely as a result of Buyer’s determination of an adverse change in the value of the related Mortgaged Property as described in item (iv) of the definition of the term Credit Event, and if the related Seller disputes in good faith such determination by Buyer, such Seller shall have the right by, within the five (5) Business Day period specified in Section 4.01(a)(i), giving Buyer written notice of such dispute and depositing with Buyer (in an account within Buyer’s sole dominion and control) the full amount of the Margin Deficit and, the parties will proceed to attempt to resolve such dispute within the next forty-five (45) days in accordance with the appraisal procedure set forth in Schedule 3 hereto, provided that, for the avoidance of doubt, any such dispute period shall not limit any other rights or privileges of Buyer. (c) ▇▇▇▇▇’s election not to deliver, or to forbear from delivering, a margin deficit notice at any time there is a Margin Deficit shall not waive or be deemed to waive the Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a margin deficit notice at any time when the same or any other Margin Deficit exists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the General Repo Account and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such Purchased Asset within one (1) Business Day after deposit and not, for the avoidance of doubt, on the next Remittance Date. (e) If the applicable Seller believes in good faith that the Credit Event or underlying circumstances that resulted in the most recent determination of Current Mark-to-Market Value of a Purchased Asset is no longer applicable or that the Market Value resulting from such Credit Event has otherwise materially increased, it may request that Buyer consider reassessing the Market Value of the subject Purchased Asset, and ▇▇▇▇▇ agrees to do so. If, as a result of such reassessment, Buyer determines, in its discretion, that the Market Value for such Purchased Asset has increased, and has received all required internal credit approvals necessary to do so, the Current Mark-to-Market Value shall be revised accordingly, subject to further adjustment as otherwise provided in this Agreement. Such Seller’s requests for Buyer to reassess the Market Value of Purchased Assets shall be limited to one (1) request per Purchased Asset per calendar quarter. Nothing in this Section 4.01(e) shall be interpreted to in any way reduce or mitigate Buyer’s sole power and discretion to determine Market Value or Credit Event. (f) If on any date within ninety (90) days following the Purchase Date of a particular Purchased Asset (and provided no Default or Event of Default has occurred and is then continuing and no Margin Deficit remains unpaid), either (i) the outstanding Purchase Price of such Purchased Asset has previously been reduced by one or more previous partial prepayments made by a Seller in accordance with Section 3.07, or (ii) on such Purchase Date, the Purchase Price of such Purchased Asset was, at such Seller’s request, less than the maximum Purchase Price approved by Buyer, as indicated on the related Confirmation, such Seller may deliver a written request to Buyer that Buyer pay to such Seller an amount equal to the lesser amount of either (A) part or all of the partial prepayments described in clause (i) above, and/or (B) part or all of the amount requested by the Seller and difference described in clause (ii) above, and Buyer shall pay to such Margin ExcessSeller the amount so requested within three (3) Business Days of the date of the related request, subject always so long as, both immediately before and, on a pro forma basis, immediately after the date of each such payment, both the Minimum Portfolio Debt Yield Test and the PPV Test have not been breached. Prior to any such payment, such Seller shall prepare, and the Parties shall execute an amended and restated Confirmation that is otherwise acceptable to the other limitations of this Agreement. If cash is to be remittedParties, then the Administrative Agent shall treat the receipt of the written request of Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, reflecting such cash shall be (y) additional increased Purchase Price with respect to the Transactions, and (z) subject in all respect to the provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased LoanPrice.

Margin Deficit. (a) The Administrative Agent will recalculate If the Purchase Asset Value of all for one or more Purchased Loans on any date that the Market Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder Assets is less than the aggregate Repurchase outstanding Purchase Price for such Purchased Asset (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent as determined by Buyer in response to previous Margin Calls, if anyits discretion) for all such Transactions (a “Margin Deficit”), then by Buyer may give Seller notice to the Seller (a “Margin Call”), the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) On any Business Day on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), so Deficit. So long as no Default or Event of Default has occurred and is continuing or will result therefromcontinuing, the Administrative Agent shall, upon receipt of written request from the Seller either remit cash or Release Purchased Loans as may be designated in a request by Seller, in either case, in an amount equal to the lesser extent Excess Funding Capacity exists (as determined by Buyer in its sole and absolute discretion), Buyer shall reallocate such Margin Deficit (a “Reallocation”) by increasing the Purchase Price for one or more other Purchased Assets (such Purchased Assets and the amounts of such increases to be determined by Buyer) so long as (i) the amount requested such Reallocations do not result in a Default, an Event of Default or a Margin Deficit with respect to any other Purchased Asset as reasonably determined by the Seller Buyer and (ii) as a result of such Reallocations, (A) the Approved Applicable Percentage shall not be exceeded for any Purchased Asset, as determined by Buyer, (B) no Purchased Asset shall have a PPV in excess of the Required PPV Percentage, as reasonably determined by Buyer, (C) each Purchased Asset must have a Debt Yield at least equal to the Required Debt Yield Percentage, as reasonably determined by Buyer, (D) each Purchased Asset shall continue to be an Eligible Asset after such Reallocation, and (E) the Concentration Limits shall not be exceeded for any Purchased Asset; provided, however, in no event shall Buyer increase the Purchase Price for a Purchased Asset with an outstanding Margin Deficit. In connection with any such Reallocation, Seller shall execute new Confirmations promptly following request of Buyer. Seller understands and acknowledges that Reallocations may not be possible or, if possible, may not fully eliminate the Margin Deficit and that the manner, method and all other factors relating to such Reallocation are in Buyer’s sole and absolute discretion. (b) If a Reallocation does not occur or, if a Reallocation occurred but the same did not fully eliminate the Margin Deficit, then Buyer may make a margin call (a “Margin Call”) on Seller for the remaining Margin Deficit. If Buyer determines to make a Margin Call on Seller to correct the Margin Deficit, Seller shall, within one (1) Business Day after notice from Buyer (the “Margin Correction Deadline”), transfer cash to Buyer in an amount necessary to eliminate such Margin Excess, subject always Deficit or repurchase the Purchased Asset(s) which resulted in the Margin Call. (c) Failure to satisfy any Margin Deficit by the other limitations Margin Correction Deadline shall result in an Event of Default under this Agreement. (d) For the avoidance of doubt, Buyer may require the elimination of a Margin Deficit with respect to a single Purchased Asset or multiple Purchased Assets. (e) Buyer’s election not to give notice of a Margin Deficit or otherwise make a Margin Call at any time there is a Margin Deficit shall not waive the Margin Deficit or in any way limit or impair Buyer’s right to deliver a Margin Deficit notice at any time when the same or any other Margin Deficit exists. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller Buyer’s rights under this Section 6.1(b4.01 are in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (f) Except as if it were a request for a Transaction. To the extent the Administrative Agent remits otherwise required by Buyer, all cash transferred to the Seller, such cash shall be (y) additional Purchase Price Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the TransactionsWaterfall Account and, and (z) subject notwithstanding any provision in all respect Section 5.02 to the provisions and limitations of this Agreement. Each Buyer contrary, shall fund its Pro Rata share of such additional be applied to reduce the Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased LoanAsset(s) to which the Margin Deficit relates.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all Purchased Loans on any date that the Market Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value Margin Amount of all Purchased Loans subject to all Transactions hereunder is less than the aggregate Repurchase Price (excluding Price Differential minus Differential), minus, without duplication, cash transfers previously made from the Seller to the Administrative Agent in response to previous Margin Calls, if any) , for all such Transactions Transactions, a margin deficit (a “Margin Deficit”) will exist. If at any time the Margin Deficit (including any amounts that remain due and payable with respect to any previously issued Margin Call) exceeds Five Hundred Thousand Dollars ($500,000), then by notice to the Seller (a “Margin Call”), the Administrative Agent shall, shall require the Seller to transfer (for the account of the Buyers) to the Administrative Agent (in the case of cash) or the CustodianCustodian (in the case of Additional Purchased Loans, as appropriate defined below), as appropriate, either (at the Seller’s option) cash or cash, additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value Price of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) On any Business Day on which the Purchase Value aggregate Margin Amount of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price (excluding Price Differential) of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of a written request from the Seller either and provided such Margin Excess exceeds Five Hundred Thousand Dollars ($500,000), remit cash or Release authorize Custodian to release Purchased Loans Loans, as may be designated in a request requested by the Seller, in either case, case in an amount equal to the lesser of (i) the amount requested by the Seller and (ii) such Margin Excess, subject always to the other limitations of this Agreement. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of the Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, such cash shall be (yA) additional Purchase Price with respect to the Transactions, and (zB) subject in all respect respects to the provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased Loan.

Margin Deficit. (a) The Administrative Agent will recalculate (i) If, on any date, the Purchase Market Value of all Purchased Loans on any date that the Market Value of Assets (excluding Additional Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 Assets and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans Margin Assets) subject to all Transactions hereunder a Transaction as of such date is less than the product of (A) Buyer’s Maximum Margin Percentage times (B) the aggregate Repurchase outstanding Purchase Price (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Calls, if any) for all such Transactions Purchased Assets as of such date (a “Transaction Margin Deficit”), then by and such Transaction Margin Deficit, minus the Pledged Market Value of any Additional Purchased Assets previously transferred to Buyer and currently subject to such Transaction, exceeds the Minimum Margin Call Amount, Buyer may provide notice to the Seller (as such notice is more particularly set forth below and in Section 4.01(b) (a “Transaction Margin Call”)) of such Transaction Margin Deficit. Such notice shall require Seller, in Buyer’s discretion, to (i) transfer cash to Buyer, (ii) repurchase Purchased Assets at the Administrative Agent shallRepurchase Price thereof, require the (iii) if Seller and Buyer (in its discretion) agree, transfer to transfer Buyer or its designee (including Custodian) for the account of the Buyers) to the Administrative Agent no additional consideration additional Eligible Grantor Trust Interests or the CustodianEligible Pass-Through Trust Interests, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent applicable (“Additional Purchased LoansAssets”)) and Margin Assets, or a (iv) deliver any combination of cash the foregoing, so that, in each such case, after giving effect to such transfers, repurchases and payments, the Aggregate Purchase Price for all Purchased Assets does not exceed the aggregate Market Value thereof multiplied by the Applicable Percentage; provided, that Seller may request and Buyer (in its discretion) may apply the Pledged Market Value of any previously delivered Additional Purchased LoansAssets or Margin Assets to reduce such Transaction Margin Deficit; provided further, so that that the cash and the aggregate Purchase Pledged Market Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal Asset or Margin Assets shall not be applied to more than one Margin Deficit on any date. Buyer shall apply the then aggregate funds received in satisfaction of a Transaction Margin Deficit to the Repurchase Price (excluding Price Differential). (b) On any Business Day on which Obligations in such manner as Buyer determines. For the Purchase Value avoidance of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (doubt a “Transaction Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of written request from the Seller either remit cash or Release Purchased Loans as Call may be designated in a request by Seller, in either case, in an amount equal to the lesser of (i) the amount requested by the Seller and (ii) such Margin Excess, subject always to the other limitations of this Agreement. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, such cash shall be (y) additional Purchase Price made with respect to the Transactions, and (z) subject in all respect to the provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one single Purchased Asset or more designated multiple Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased LoanAssets.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all With respect to any Purchased Loans Asset, if on any date that (I) a Credit Event has occurred with respect to such Purchased Asset, (II) an amount equal to the product of the Applicable Percentage for such Purchased Asset, multiplied by the applicable Market Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder is less than the aggregate Repurchase outstanding Purchase Price for such Purchased Asset as of such date (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Callsexcess, if any) for all such Transactions (, a “Margin Deficit”), and (III) the amount of such Margin Deficit exceeds (or the aggregate amount of all Margin Deficits collectively exceeds) the Materiality Threshold, then by Seller shall, within two (2) Business Days after notice to the Seller from Buyer (a “Margin Call”), the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s optioni) cash or additional Eligible Loans reasonably acceptable transfer immediately available funds to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon Buyer in an amount at least equal to such Margin Deficit, or (ii) repurchase the then aggregate related Purchased Assets in accordance with Section 3.04 to the extent necessary to fully cure the related Margin Deficit such that, after giving effect to such payments and/or repurchases, such related Margin Deficit shall be reduced to zero; provided that, prior to the occurrence and during the continuance of a Default or an Event of Default, Buyer shall not make any Margin Call to the extent the related Margin Deficit resulted solely from interest rate changes and/or credit spread movements. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Repurchase Price (excluding Price Differential)Obligations in such manner as Buyer determines. (b) On At any Business Day on which time Buyer notifies Seller in writing that Seller has failed to satisfy the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”)Facility Debt Yield Test, so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent Seller shall, upon receipt of written request as soon as practicable, and in no event later than two (2) Business Days from the Seller date of such notice, either remit cash or Release Purchased Loans as may be designated in a request by Seller, in either case, in an amount equal to the lesser of (i) transfer immediately available funds to Buyer, which Buyer shall apply to reduce the amount requested by the Seller and (ii) such Margin Excess, subject always to the other limitations of this Agreement. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, such cash shall be (y) additional outstanding Purchase Price with respect to the Transactions, and (z) subject in all respect to the provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated of the Purchased Loans and Buyers’ delivery Assets in the amount Buyer determines is necessary to cure the related breach or (ii) repurchase the related Purchased Assets in accordance with Section 3.04 to the extent necessary to fully cure the related breach of the Facility Debt Yield Test such that, after giving effect to such payments and/or repurchases, the related breach of the Facility Debt Yield Test shall be satisfied. Buyer shall apply the funds received in pursuant to this Section 4.01(b) to reduce the Repurchase Prices of one or more of the Purchased Assets that contributed to the breach by Seller of the File for each Facility Debt Yield Test in such manner and in such amounts as Buyer determines in its sole discretion.[Reserved]. (c) Buyer’s election not to deliver, or to forbear from delivering, a margin deficit notice at any time there is a Margin Deficit exceeding the Materiality Threshold shall not waive or be deemed to waive thesuch Margin Deficit or in any way limit, stop or impair Buyer’s right to deliver a notice of Margin Deficit at any time when the same or any other Margin Deficit in excess of the Materiality Threshold exists. Buyer’s rights relating to Margin Deficits under this Section 4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the Waterfall Account, except as directed by B▇▇▇▇, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of such Purchased LoanAsset. Immediately after the satisfaction by S▇▇▇▇▇ of each Margin Call hereunder, S▇▇▇▇▇ and B▇▇▇▇ shall execute and deliver the appropriate amended and restated Confirmations.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all Purchased Loans on any date that the Market Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder is less than the aggregate Repurchase Price (excluding Price Differential Differential, minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Calls, if any) , for all such Transactions (a “Margin Deficit”), then by notice to the Seller (a “Margin Call”), the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). The Agent will recalculate the Purchase Value of all or a portion of the Purchased Loans at the times it deems appropriate in its sole discretion and at any other time at the reasonable request of the Required Buyers. (b) On any Business Day on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of written request from the Seller either Seller, remit cash or Release release Purchased Loans as may be designated in a request requested by Seller, in either case, in an amount equal to the lesser of (i) the amount requested by the Seller and (ii) such Margin Excess, subject always to the other limitations of this Agreement. If cash is to be remitted, then remitted the Administrative Agent shall treat the receipt of the written request of Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, such cash shall be (y) additional Purchase Price with respect to the Transactions, and (z) subject in all respect respects to the provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased Loan.

Margin Deficit. (a) The Administrative Agent will recalculate If on any date (i) the Purchase Market Value of all Purchased Loans on any date that the Market Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder Assets is less than (ii) the aggregate product of (A) Buyer's Margin Percentage times (B) the outstanding Repurchase Price for all Purchased Assets as of such date (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Callsexcess, if any, of (ii) for all such Transactions over (i), a “Margin Deficit”), then by Seller shall, upon notice to the Seller from Buyer (such notice, a “Margin Call”) transfer to Buyer cash, or if Seller and Buyer mutually agree, transfer to Buyer or Custodian for no additional consideration additional Eligible Assets and/or Agency ARMS (collectively), the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased LoansAssets”), so that after giving effect to such transfers and payments, the Margin Deficit has been reduced to zero. Buyer shall apply the funds or Additional Purchased Assets received in satisfaction of a combination Margin Deficit to the Repurchase Obligations in such manner as Buyer determines. Notice of a Margin Deficit may be given by any means provided in this Agreement. Any notice received before 11:00 a.m. New York City time on a Business Day shall be met with payment of cash and or transfer of Additional Purchased LoansAssets, so that the cash and the aggregate Purchase Value related Margin Call satisfied, no later than 5:00 p.m. New York City time on the following Business Day; notice received after 11:00 a.m. New York City time on a Business Day shall be met with payment of the Purchased Loans, including any such cash or transfer of Additional Purchased LoansAssets, will thereupon at least equal and the then aggregate Repurchase Price related Margin Call satisfied, no later than 5:00 p.m. New York City time two (excluding Price Differential)2) Business Days following the date of such notice. (b) On Buyer's election not to deliver a Margin Call at any Business Day on which time there is a Margin Deficit shall not waive the Margin Deficit or in any way limit or impair Buyer's right to deliver a Margin Call at any time when the same or any other Margin Deficit exists. Buyer's rights under this Section 4.01 are in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (c) All cash transferred to Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into an account designated by the Buyer and shall be applied to reduce the Purchase Price of such Purchased Asset. (d) Buyer shall have the right to re-determine the Market Value of the any or all Additional Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of written request from the Seller either remit cash or Release Purchased Loans as may be designated in a request by Seller, in either case, in an amount equal to the lesser of (i) the amount requested by the Seller and (ii) such Margin Excess, subject always to the other limitations Assets at any time. For purposes of this Agreement. If cash is to be remitted, then the Administrative Agent shall treat the receipt only ninety-five percent (95%) of the written request Market Value of Seller under this Section 6.1(b) as if it were Agency ARMS will be used to satisfy a request Margin Deficit or otherwise for a Transaction. To purposes of calculating the extent the Administrative Agent remits cash to the Seller, such cash shall be (y) additional Purchase Price with respect to the Transactions, and (z) subject in all respect to the provisions and limitations Market Value of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Additional Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased LoanAssets.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all Purchased Loans on any date that the Market Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder is less than the aggregate Repurchase Price (excluding Price Differential minus Differential), minus, without duplication, cash transfers previously made from the Seller to the Administrative Agent in response to previous Margin Calls, if any) , for all such Transactions (a “Margin Deficit”), then by notice to the Seller (a “Margin Call”), the Administrative Agent shall, shall require the Seller to transfer (for the account of the Buyers) to the Administrative Agent (in the case of cash) or the CustodianCustodian (in the case of Additional Purchased Loans, as appropriate defined below), as appropriate, either (at the Seller’s option) cash or cash, additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) On any Business Day on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price (excluding Price Differential) of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of a written request from the Seller either Seller, remit cash or Release authorize Custodian to release Purchased Loans Loans, as may be designated in a request requested by the Seller, in either case, case in an amount equal to the lesser of (i) the amount requested by the Seller and (ii) such Margin Excess, subject always to the other limitations of this Agreement. If cash is to be remitted, then remitted the Administrative Agent shall treat the receipt of the written request of the Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, such cash shall be (y) additional Purchase Price with respect to the Transactions, and (z) subject in all respect to the provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased Loan.45 Bodman_16842095_7

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all Purchased Loans If on any date that (i) the Market Value of any Purchased Loans Asset which is calculated by the Administrative Agent as described in Section 6.6 RMBS (excluding Additional Purchased Assets and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder Margin Assets) is less than (ii) the aggregate Repurchase product of (A) the Buyer’s Maximum Margin Percentage of such Purchased Asset and (B) the Purchase Price of such Purchased Asset as of such date (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Callsexcess, if any, of (ii) for all such Transactions over (a i), an “Asset Margin Deficit”); and after Buyer’s application of the Pledged Market Value of any Additional Purchased Assets which are RMBS related to such Purchased Asset previously transferred to Buyer to reduce the Asset Margin Deficit, then by such Asset Margin Deficit equals or exceeds the Minimum Margin Call Amount, Seller shall, upon notice to the Seller from Buyer (a such notice, an “Asset Margin Call”), the Administrative Agent shalltransfer to Buyer cash, require the or if Seller and Buyer (in its discretion) agree, transfer to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Buyer Additional Purchased Loans”), or a combination of cash Assets and Additional Purchased LoansMargin Assets for no additional consideration, so that after giving effect to such payments or transfers, the cash and product of (x) the aggregate Purchase Market Value of such Purchased Asset and (y) the Applicable Percentage of such Purchased LoansAsset exceeds the Purchase Price of such Purchased Asset; provided that in the Buyer’s discretion, including Seller may request that the Pledged Market Value of any such previously delivered Additional Purchased LoansAssets or Margin Assets be applied to reduce any Asset Margin Deficit to satisfy the related Asset Margin Call, will thereupon at least equal provided further, for the then aggregate Repurchase Price (excluding Price Differential)avoidance of doubt, that the Pledged Market Value of any Additional Purchased Asset or Margin Assets shall not be applied to more than one Asset Margin Deficit on any date. (b) On any Business Day If on which an Early Repurchase Date or Remittance Date, the Purchase (i) aggregate Market Value of the Purchased Loans subject to Transactions exceeds Assets which are RMBS (excluding Additional Purchased Assets and Margin Assets) is less than (ii) the then outstanding aggregate Repurchase sum of the products for all Purchased Assets which are RMBS of (A) the Purchase Price of all Transactions each Purchased Asset and (B) the Buyer’s Margin Percentage for such Purchased Asset (the excess, if any, of (ii) over (i), a “RMBS Margin ExcessDeficit”); and after Buyer’s application of the Pledged Market Value of any Additional Purchased Assets which are RMBS and Margin Assets which are RMBS previously transferred to Buyer to reduce the RMBS Margin Deficit, such RMBS Margin Deficit is greater than zero, Seller shall, upon notice from Buyer (such notice, a “RMBS Margin Call”), transfer to Buyer cash, or if Seller and Buyer (in it is discretion) agree, transfer to Buyer Additional Purchased Assets and Margin Assets for no additional consideration, so long as no Default that in each case, after giving effect to such transfers or Event of Default has occurred and payments, such RMBS Margin Deficit is continuing reduced to zero. (c) If on an Early Repurchase Date or will result therefromRemittance Date, the Administrative Agent (i) aggregate Market Value of the Purchased Assets which are CMBS (excluding Additional Purchased Assets and Margin Assets) is less than (ii) the sum of the products for all Purchased Assets which are CMBS of (A) the Purchase Price of each Purchased Asset and (B) the Buyer’s Margin Percentage for such Purchased Asset (the excess, if any, of (ii) over (i), a “CMBS Margin Deficit”); and after Buyer’s application of the Pledged Market Value of any Additional Purchased Assets which are CMBS and Margin Assets which are CMBS previously transferred to Buyer to reduce the CMBS Margin Deficit, such CMBS Margin Deficit is greater than zero, Seller shall, upon receipt of written request notice from the Buyer (such notice, a “CMBS Margin Call”), transfer to Buyer cash, or if Seller either remit cash or Release and Buyer (in it is discretion) agree, transfer to Buyer Additional Purchased Loans as may be designated Assets and Margin Assets for no additional consideration, so that in a request by Seller, in either each case, in after giving effect to such transfers or payments, such CMBS Margin Deficit is reduced to zero. (d) If on an amount equal to Early Repurchase Date or Remittance Date, the lesser of (i) aggregate Market Value of the amount requested by the Seller Purchased Assets which are Consumer ABS (excluding Additional Purchased Assets and Margin Assets) is less than (ii) the sum of the products for all Purchased Assets which are Consumer ABS of (A) the Purchase Price of each Purchased Asset and (B) the Buyer’s Margin Percentage for such Purchased Asset (the excess, if any, of (ii) over (i), a “Consumer ABS Margin ExcessDeficit”); and after Buyer’s application of the Pledged Market Value of any Additional Purchased Assets which are Consumer ABS and Margin Assets which are Consumer ABS previously transferred to Buyer to reduce the Consumer ABS Margin Deficit, subject always such Consumer ABS Margin Deficit is greater than zero, Seller shall, upon notice from Buyer (such notice, a “Consumer ABS Margin Call”), transfer to Buyer cash, or if Seller and Buyer (in it is discretion) agree, transfer to Buyer Additional Purchased Assets and Margin Assets for no additional consideration, so that in each case, after giving effect to such transfers or payments, such Consumer ABS Margin Deficit is reduced to zero. (e) Buyer shall apply the funds or Additional Purchased Assets and Margin Assets received in satisfaction of a Margin Deficit to the other limitations Repurchase Obligations in such manner as Buyer determines. Notice of a Margin Deficit may be given by any means provided in this Agreement. If Any notice received before 11:00 a.m. New York City time on a Business Day shall be met with payment of cash or transfer of Additional Purchased Assets, and the related Margin Call satisfied, no later than 5:00 p.m. New York City time on the following Business Day; notice received after 11:00 a.m. New York City time on a Business Day shall be met with payment of cash or transfer of Additional Purchased Assets, and the related Margin Call satisfied, no later than 5:00 p.m. New York City time two (2) Business Days following the date of such notice. (f) Buyer’s election not to deliver a Margin Call at any time there is a Margin Deficit shall not waive the Margin Deficit or in any way limit or impair Buyer’s right to be remitted, then deliver a Margin Call at any time when the Administrative Agent shall treat the receipt of the written request of Seller same or any other Margin Deficit exists. Buyer’s rights under this Section 6.1(b4.01 are in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (g) as if it were a request for a Transaction. To the extent the Administrative Agent remits All cash transferred to the Seller, such cash shall be (y) additional Purchase Price Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into an account designated by the Transactions, Buyer and shall be applied to reduce the Purchase Price of such Purchased Asset. (zh) subject Additional Purchased Assets transferred to Buyer in all respect satisfaction of a Margin Deficit pursuant to the provisions and limitations Section 4.01 shall become property of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price to the same extent as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated are Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased LoanAssets.

Margin Deficit. If on any date (ai) The Administrative Agent will recalculate prior to the Purchase Extension Period, and during the first ninety (90) days of the Extension Period, the aggregate Market Value of all Purchased Loans on any date that Underlying Assets is less than the Market Value product of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time (A) Buyer’s Margin Percentage times (B) the aggregate outstanding Purchase Value of Price for all Purchased Loans subject to all Transactions hereunder Assets as of such date, (ii) after the ninetieth (90th) day following the start of the Extension Period, the Extension Margin Amount as of such date is less than the aggregate Repurchase Purchase Price of all Purchased Assets (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Callseither (i) or (ii), if any) for all such Transactions (a “Margin Deficit”), then by and such Margin Deficit is greater than the Minimum Transfer Amount, Buyer may provide notice to the Seller (as such notice is more particularly set forth below and in Section 4.01(b) (a “Margin Call”), the Administrative Agent shall, ) of such Margin Deficit. Such notice shall require the Seller to transfer cash to Buyer to reduce the Aggregate Purchase Price, so that, after giving effect to such payments, the Aggregate Purchase Price for all Purchased Assets does not exceed the aggregate Market Value of all Underlying Assets multiplied by the Applicable Percentage or, after the (for 90th) day following the account start of the Buyers) Extension Period, the Extension Margin Amount as of such date. Buyer shall apply the funds received in satisfaction of a Margin Deficit to the Administrative Agent Repurchase Obligations to reduce the Aggregate Purchase Price in such manner as Buyer determines. For the avoidance of doubt, a Margin Call may be made with respect to a single Purchased Asset, multiple Purchased Assets or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination any number of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) On any Business Day on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”)Underlying Assets, so long as no Default or Event of Default has occurred and is continuing or will result therefromas, the Administrative Agent shall, upon receipt of written request from the Seller either remit cash or Release Purchased Loans as may be designated in a request by Seller, in either case, in an amount equal subject to the lesser of following sentence, a Margin Deficit that is greater than the Minimum Transfer Amount exists. Notwithstanding the foregoing, at any time an Underlying Asset becomes (ix) the amount requested by the Seller and (ii) such Margin Excess, subject always to the other limitations of this Agreement. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, such cash shall be Non-Performing Mortgage Loan or (y) additional an REO Property, if the Market Value of such Underlying Asset is less than the product, as of such date, of (A) Buyer’s Margin Percentage times (B) the Allocated Purchase Price for such Underlying Asset, Buyer may provide a notice to Seller in accordance with respect to the Transactions, and (z) subject in all respect to the provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale 4.01 requiring Seller to Seller of one or more designated Purchased Loans and Buyers’ delivery transfer cash to Seller of the File for each Buyer to eliminate such Purchased Loandeficit.

Margin Deficit. (a) The Administrative Agent will recalculate If the Purchase Asset Value of all for one or more Purchased Loans on any date that the Market Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder Assets is less than the aggregate Repurchase outstanding Purchase Price for such Purchased Asset(s) (excluding Price Differential minus cash transfers previously made from Seller as determined by Buyer n▇▇ basis) shall equal or exceed the Required Portfolio Debt Yield Percentage, (D) each Purchased Asset shall continue to be an Eligible Asset after such in its discretion) (the Administrative Agent in response to previous Margin Callsexistence of any such event and the related Deficit Amount, if any) for all such Transactions (a “Margin Deficit”), then by Buyer may in its discretion give Seller notice to the Seller (a “Margin Call”), the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including Deficit Amount in connection with any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential). (b) On any Business Day on which the Purchase Value of the Purchased Loans subject to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), so Deficit. So long as no Default or Event of Default has occurred and is continuing or will result therefromcontinuing, the Administrative Agent shall, upon receipt of written request from the Seller either remit cash or Release Purchased Loans as may be designated in a request by SellerBuyer may, in either caseits discretion, in an amount equal reallocate such Margin Deficit (a “Reallocation”) by increasing the Purchase Price for one or more other Purchased Assets (such Purchased Assets and the amounts of such increases to the lesser of be determined by Buyer) so long as (i) the amount requested such Reallocations do not result in a Default, an Event of Default or a Margin Deficit with respect to any other Purchased Asset as determined by the Seller Buyer and (ii) as a result of such Reallocations, (A) no Purchased Asset shall have a PPV in excess of the Required PPV Percentage, as determined by Buyer, (B) each Purchased Asset must have a Debt Yield at least equal to the Required Debt Yield Percentage, as determined by Buyer, (C) the Debt Yield for all Purchased Assets (on a combiReallocation, and (E) the Concentration Limits shall not be exceeded for any Purchased Asset; provided, however, in no event shall Buyer increase the Purchase Price for a Purchased Asset with an outstanding Margin Deficit. In connection with any such Reallocation or payment of a Margin Deficit, Seller shall execute new Confirmations promptly following request of Buyer. Seller understands and acknowledges that Reallocations may not be possible or, if possible, may not fully eliminate the Margin Deficit and that the manner, method and all other factors relating to such Reallocation are in Buyer’s discretion. (b) If a Reallocation does not occur or, if a Reallocation occurred but the same did not fully eliminate the Margin Deficit, then Buyer may make a margin call (a “Margin Call”) on Seller for the remaining Margin Deficit. If Buyer determines to make a Margin Call on Seller to correct the Margin Deficit, Seller shall, within one (1) Business Day after notice from Buyer (the “Margin Correction Deadline”), transfer cash to Buyer in an amount necessary to eliminate such Margin Excess, subject always Deficit or repurchase the Purchased Asset(s) which resulted in the Margin Call. (c) Failure to satisfy any Margin Deficit by the other limitations Margin Correction Deadline shall result in an Event of Default under this Agreement. (d) For the avoidance of doubt, Buyer may require the elimination of a Margin Deficit with respect to a single Purchased Asset or multiple Purchased Assets. (e) Buyer’s election not to give notice of a Margin Deficit or otherwise make a Margin Call at any time there is a Margin Deficit shall not waive the Margin Deficit or in any way limit or impair Buyer’s right to deliver a Margin Deficit notice at any time when the same or any other Margin Deficit exists. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller Buyer’s rights under this Section 6.1(b4.01 are in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (f) Except as if it were a request for a Transaction. To the extent the Administrative Agent remits otherwise required by Buyer, all cash transferred to the Seller, such cash shall be (y) additional Purchase Price Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the TransactionsWaterfall Account and, and (z) subject notwithstanding any provision in all respect Section 5.02 to the provisions and limitations of this Agreement. Each Buyer contrary, shall fund its Pro Rata share of such additional be applied to reduce the Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased LoanAsset(s) to which the Margin Deficit relates.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value With respect to any Purchased Asset or group of all Purchased Loans Assets, if on any date that either of the following has occurred (I) for any individual Purchased Asset (X) a Credit Event with respect to such Purchased Asset has occurred and (Y) an amount equal to the product of the Applicable Percentage for such Purchased Asset, multiplied by its Market Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder Value, is less than the aggregate Repurchase outstanding Purchase Price for such Purchased Asset as of such date, or (excluding Price Differential minus cash transfers previously made from II) one or more of the Purchased Assets has caused Seller to violate the Administrative Agent in response Facility Debt Yield Test (the amount of any shortfall under clause (I) or the amount necessary to previous Margin Callscure any violation under clause (II), if any) for all such Transactions (a “Margin Deficit”), then by notice Buyer shall have the right from time to the time as determined in its sole discretion to make a margin call on Seller (a “Margin Call”) in an amount equal to the amount of the related Margin Deficit; provided that, (i) prior to the occurrence and continuation of a Default or an Event of Default, Buyer shall only make a Margin Call if the related Margin Deficit or Margin Deficits exceeds the Material Impairment Threshold, (ii) prior to the occurrence and continuance of a Default or an Event of Default, Buyer shall not make any Margin Call under clause (I) above in connection with any Purchased Asset that accrues interest at a floating rate to the extent that the related Margin Deficit resulted from interest rate changes and/or credit spread movements, and (iii) for the avoidance of doubt, but subject to the foregoing clauses (i) and (ii), Buyer shall be permitted to make Margin Calls hereunder in connection with multiple assets at the Administrative Agent shall, require the Seller to transfer (for the account same time. In lieu of the Buyerssatisfaction by Seller of a Margin Call under clause (I) above through the payment of cash or in combination with Seller’s payment of cash, Buyer may elect, in its sole and absolute discretion, upon a written request of Seller that satisfies all of the requirements set forth in clauses (w) through (z) below (to be received prior to the Administrative Agent or date that the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”related Margin Deficit is due), or to reallocate any then-currently available Margin Excess in order to eliminate the related Margin Deficit by increasing the Purchase Price of a combination of cash Purchased Asset with the related Margin Excess and Additional Purchased Loans, so that decreasing the cash and the aggregate Purchase Value Price of the Purchased LoansAsset that is the subject of the related Margin Call. Any such written request for reallocation shall include the following, including any with such Additional back-up calculations as Buyer may require: (w) the Purchased LoansAsset(s) with respect to which Margin Excess exists and the amount of such Margin Excess that Seller requests be re-allocated, will thereupon at least equal (x) the then aggregate Repurchase Purchased Asset to which Seller is requesting such Margin Excess be applied, the new Purchase Price (excluding of such Purchased Asset and the new Purchase Price Differential). (b) On any Business Day on which the Purchase Value of the Purchased Loans subject to Transactions exceeds Asset with the then outstanding aggregate Repurchase Price of all Transactions (a “related Margin Excess”), so long as in each case, after giving pro forma effect to such allocation, (y) the amount of the Margin Deficit on the Purchased Asset to which such Margin Excess is to be applied both immediately prior to and immediately after giving pro forma effect to such allocation and (z) a certification from Seller that no Default or Event of Default has occurred and is continuing (except as would be cured by such reallocation). Upon Buyer’s independent confirmation, to be made in Buyer’s sole discretion, that the Margin Excess Requirements have been satisfied and the conclusions and calculations set forth in Seller’s written request comply with the requirements set forth above, Buyer may, in its sole and absolute discretion, reallocate the related Margin Excess to those Purchased Assets for which Margin Deficits would otherwise exist, as determined by Buyer in its sole discretion, and, immediately thereafter, Seller shall execute and deliver new Confirmations acceptable to Buyer reflecting the new Purchase Price of all affected Purchased Assets. (b) To the extent any Margin Deficit that is subject to a Margin Call under Section 4.01(a)(I) above is not eliminated by way of a Margin Excess reallocation pursuant to Section 4.01(a), or will result therefromin the case of any Margin Call under Section 4.01(a)(II) above, the Administrative Agent in each case, Seller shall, upon receipt of written request within three (3) Business Days after notice from Buyer that a Margin Call has occurred (provided that, if such notice is delivered to Seller after 1:00 p.m. (New York City time), such three (3) Business Day period shall commence on the Seller either remit cash or Release Purchased Loans as may be designated in a request by Business Day following Buyer’s delivery thereof), at Seller, in either case, in an amount equal to the lesser of ’s option (i) the amount requested by the Seller and transfer cash to Buyer, (ii) repurchase Purchased Assets at the Repurchase Price thereof, or (iii) choose any combination of the foregoing, so that, after giving effect to such transfers, repurchases and payments, the related Margin Deficit is fully cured. (c) In no case shall Buyer’s forbearance from delivering a Margin Call at any time there is a Margin Deficit be deemed to waive such Margin ExcessDeficit or in any way limit, subject always stop or impair Buyer’s right to deliver a Margin Call at any time when the same or any other limitations of this AgreementMargin Deficit exists on the same or any other Purchased Asset. If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller Buyer’s rights under this Section 6.1(b4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 shall be deposited into the Waterfall Account, except as directed by Buyer, and notwithstanding any provision in Section 5.02 to the contrary, shall be applied to reduce the Purchase Price of either (i) in connection with any Margin Deficit under Section 4.01(a)(I), the Purchased Asset to which such Margin Deficit relates, or (ii) in connection with any Margin Deficit under Section 4.01(a)(II), to the unpaid Purchase Price(s) of such Purchased Asset(s) as if it were a request for a Transaction. To the extent the Administrative Agent remits cash to the Seller, such cash shall be (y) additional Purchase Price with respect to the Transactions, and (z) subject in all respect to the provisions and limitations of this Agreement. Each Buyer shall fund determine in its Pro Rata share of such additional Purchase Price as if sole discretion. Immediately after the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to satisfaction by Seller of one or more designated Purchased Loans each Margin Call hereunder, Seller and Buyers’ delivery to Seller of Buyer shall execute and deliver the File for each such Purchased Loanappropriate amended and restated Confirmations.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all Purchased Loans If on any date that (i) the Market Value of for any Purchased Loans is calculated Asset (as determined by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder Buyer) is less than (ii) the aggregate Repurchase product of (A) the applicable Buyer’s Margin Percentage times (B) the outstanding Purchase Price for such Purchased Asset as of such date (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Callsexcess, if any, of (ii) for all such Transactions over (i), a “Margin Deficit”), then by Seller shall, within three (3) Business Days after notice to the Seller from Buyer (a “Margin Call”), the Administrative Agent shall, require the Seller transfer cash to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon Buyer in an amount at least equal to such Margin Deficit. Buyer shall apply the then aggregate funds received in satisfaction of a Margin Deficit to the Repurchase Price (excluding Price Differential)Obligations in such manner as Buyer determines, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by reference. (b) On In no case shall Buyer’s forbearance from delivering a Margin Call at any Business Day on which the Purchase Value of the Purchased Loans subject time there is a Margin Deficit be deemed to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of written request from the Seller either remit cash or Release Purchased Loans as may be designated in a request by Seller, in either case, in an amount equal to the lesser of (i) the amount requested by the Seller and (ii) waive such Margin ExcessDeficit or in any way limit, subject always stop or impair Buyer’s right to deliver a Margin Call at any time when the same or any other limitations Margin Deficit exists on the same or any other Purchased Asset (and the conditions to delivery of this Agreementsuch Margin Call under Section 4.01(a) above are satisfied). If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller Buyer’s rights under this Section 6.1(b4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (c) as if it were a request for a Transaction. To the extent the Administrative Agent remits All cash transferred to the Seller, such cash shall be (y) additional Purchase Price Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the TransactionsWaterfall Account, except as directed by Buyer, and (z) subject notwithstanding any provision in all respect Section 5.02 to the provisions and limitations of this Agreement. Each Buyer contrary, shall fund its Pro Rata share be applied to reduce the Purchase Price of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased LoanAsset.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of all Purchased Loans If on any date that (i) the Market Value of a Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder Asset is less than (ii) the aggregate product of (A) Buyer’s Margin Percentage multiplied by (B) the outstanding Repurchase Price for such Purchased Asset as of such date (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Callsexcess, if any, of (ii) for all such Transactions over (i), a “Margin Deficit”), then by Seller shall, within three (3) Business Days after notice to the Seller from Buyer (a “Margin Call”), the Administrative Agent shall, require the Seller transfer cash to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon Buyer in an amount at least equal to such Margin Deficit. Buyer shall apply the then aggregate funds received in satisfaction of a Margin Deficit to the Repurchase Price (excluding Price Differential)Obligations in such manner as Buyer determines in its discretion, to amounts due and owing under the Repurchase Documents on such date. Additional terms and provisions governing Margin Deficits and Margin Calls under this Section 4.01(a) are set forth in the Fee and Pricing Letter, and are hereby incorporated by reference. (b) On Buyer’s election in its discretion not to deliver a Margin Call notice at any Business Day on which time there is a Margin Deficit shall not waive the Purchase Value of Margin Deficit or in any way limit or impair Buyer’s right to deliver a Margin Call notice at any time when the Purchased Loans subject to Transactions exceeds same or any other Margin Deficit exists (and the then outstanding aggregate Repurchase Price of all Transactions (a “Margin Excess”), so long as no Default or Event of Default has occurred and is continuing or will result therefrom, the Administrative Agent shall, upon receipt of written request from the Seller either remit cash or Release Purchased Loans as may be designated in a request by Seller, in either case, in an amount equal conditions to the lesser delivery of (i) the amount requested by the Seller and (ii) such Margin Excess, subject always to the other limitations of this AgreementCall notice under Section 4.01(a) above are satisfied). If cash is to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller Buyer’s rights under this Section 6.1(b4.01 are in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (c) as if it were a request for a Transaction. To the extent the Administrative Agent remits All cash transferred to the Seller, such cash shall be (y) additional Purchase Price Buyer pursuant to this Section 4.01 with respect to a Purchased Asset shall be deposited into the TransactionsCollection Account, except as directed by Buyer in its discretion, and (z) subject notwithstanding any provision in all respect Section 5.02 to the provisions and limitations of this Agreement. Each Buyer contrary, shall fund its Pro Rata share be applied to reduce the Purchase Price of such additional Purchase Price as if Purchased Asset. (d) Additional terms and provisions concerning the remission of such Margin Excess were Debt Yield Test are set forth in the initiation of a Transaction hereunder. For clarityFee and Pricing Letter, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased Loanare hereby incorporated by reference.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of With respect to any Purchased Asset or all Purchased Loans Assets, as applicable, if on any date that either of the Market following has occurred: (I) for any individual Purchased Asset, the Asset Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder is less than the aggregate Repurchase outstanding Purchase Price for such Purchased Asset as of such date, or (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Calls, if anyII) for all such Transactions Purchased Assets, the Facility Debt Yield Test is not satisfied (the amount of any shortfall under clause (I) or the amount necessary to satisfy clause (II), a “Margin Deficit”), then by notice Buyer shall have the right from time to the time as determined in its sole discretion to make a margin call on Seller (a “Margin Call”)) in an amount equal to the amount of the related Margin Deficit; provided that, prior to the occurrence and continuance of a Default or an Event of Default, Buyer shall only make a Margin Call if the related Margin Deficit exceeds, or if the aggregate of all Margin Deficits collectively exceeds, the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential)applicable Material Impairment Threshold. (b) On Within three (3) Business Days after receiving a Margin Call from Buyer, Seller shall satisfy such Margin Call in full by any one or more of the following methods: (i) a transfer of cash from Seller to Buyer to reduce the Purchase Price of the related Purchased Asset(s), (ii) a repurchase by Seller of the related Purchased Asset(s) at the related Repurchase Price(s) thereof, or (iii) subject to the terms and conditions of this Section 4.01(b), a reallocation by Buyer of available Margin Excess to the related Purchased Asset(s). If ▇▇▇▇▇▇ believes that ▇▇▇▇▇▇ Excess exists with respect to any other Purchased Asset(s) at the time Buyer makes a Margin Call, Seller may submit a written request to Buyer to reallocate such Margin Excess to the Purchased Asset(s) that are the subject of such Margin Call. Any such request (i) shall identify the Purchased Assets that are the subject of such request, (ii) shall be delivered to Buyer at least one (1) Business Day prior to the date on which the related Margin Call is due, (iii) shall include the following information and such back-up calculations as Buyer may require: (A) the amount of Margin Excess that Seller requests be reallocated, (B) the Purchase Value Price of such Purchased Assets both before and after giving pro forma effect to such reallocation and (C) the amount of the Purchased Loans subject related Margin Deficit both before and after giving pro forma effect to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions such reallocation, and (iv) shall include a “Margin Excess”), so long as certification from Seller that no Default (except as would be cured by such reallocation) or Event of Default has occurred and is continuing or will result therefromcontinuing. Upon Buyer’s determination in its sole discretion that Margin Excess exists and that the conclusions and calculations set forth in Seller’s request comply with the requirements set forth above, Buyer shall reallocate the Administrative Agent shall, upon receipt of written request from related Margin Excess by increasing the Seller either remit cash or Release Purchased Loans as may be designated in a request by Seller, in either case, in an amount equal to the lesser of (i) the amount requested by the Seller and (ii) such Margin Excess, subject always to the other limitations of this Agreement. If cash is to be remitted, then the Administrative Agent shall treat the receipt Purchase Price of the written request Purchased Asset(s) with Margin Excess and decreasing the Purchase Price of the Purchased Asset(s) with Margin Deficit; provided that if the Margin Call is not satisfied in full pursuant to such reallocation, Seller under this Section 6.1(b) as if it were a request for a Transaction. To the extent the Administrative Agent remits shall transfer sufficient cash to Buyer to satisfy the Seller, such cash shall be (y) additional Purchase Price with respect to Margin Call and eliminate the Transactions, and (z) subject in all respect to related Margin Deficit. Immediately after the provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to satisfaction by Seller of one or more designated Purchased Loans each Margin Call hereunder, ▇▇▇▇▇▇ and Buyers’ delivery to Seller of the File for each such Purchased Loan▇▇▇▇▇ shall execute and deliver an Amended and Restated Confirmation.

Margin Deficit. (a) The Administrative Agent will recalculate the Purchase Value of With respect to any Purchased Asset or all Purchased Loans Assets, as applicable, if on any date that either of the Market following has occurred: (I) for any individual Purchased Asset, the Asset Value of Purchased Loans is calculated by the Administrative Agent as described in Section 6.6 and at any other time the Administrative Agent elects to do so. If at any time the aggregate Purchase Value of all Purchased Loans subject to all Transactions hereunder is less than the aggregate Repurchase outstanding Purchase Price for such Purchased Asset as of such date, or (excluding Price Differential minus cash transfers previously made from Seller to the Administrative Agent in response to previous Margin Calls, if anyII) for all such Transactions Purchased Assets, the Facility Debt Yield Test is not satisfied (the amount of any shortfall under clause (I) or the amount necessary to satisfy clause (II), a “Margin Deficit”), then by notice Buyer shall have the right from time to the time as determined in its sole discretion to make a margin call on Seller (a “Margin Call”)) in an amount equal to the amount of the related Margin Deficit; provided that, prior to the occurrence and continuance of a Default or an Event of Default, Buyer shall only make a Margin Call if the related Margin Deficit exceeds, or if the aggregate of all Margin Deficits collectively exceeds, the Administrative Agent shall, require the Seller to transfer (for the account of the Buyers) to the Administrative Agent or the Custodian, as appropriate either (at the Seller’s option) cash or additional Eligible Loans reasonably acceptable to the Administrative Agent (“Additional Purchased Loans”), or a combination of cash and Additional Purchased Loans, so that the cash and the aggregate Purchase Value of the Purchased Loans, including any such Additional Purchased Loans, will thereupon at least equal the then aggregate Repurchase Price (excluding Price Differential)applicable Material Impairment Threshold. (b) On Within three (3) Business Days after receiving a Margin Call from Buyer, Seller shall satisfy such Margin Call in full by any one or more of the following methods: (i) a transfer of cash from Seller to Buyer to reduce the Purchase Price of the related Purchased Asset(s), (ii) a repurchase by Seller of the related Purchased Asset(s) at the related Repurchase Price(s) thereof, or (iii) subject to the terms and conditions of this Section 4.01(b), a reallocation by Buyer of available Margin Excess to the related Purchased Asset(s). If Seller believes that Margin Excess exists with respect to any other Purchased Asset(s) at the time Buyer makes a Margin Call, Seller may submit a written request to Buyer to reallocate such Margin Excess to the Purchased Asset(s) that are the subject of such Margin Call. Any such request (i) shall identify the Purchased Assets that are the subject of such request, (ii) shall be delivered to Buyer at least one (1) Business Day prior to the date on which the related Margin Call is due, (iii) shall include the following information and such back-up calculations as Buyer may require: (A) the amount of Margin Excess that Seller requests be reallocated, (B) the Purchase Value Price of such Purchased Assets both before and after giving pro forma effect to such reallocation and (C) the amount of the Purchased Loans subject related Margin Deficit both before and after giving pro forma effect to Transactions exceeds the then outstanding aggregate Repurchase Price of all Transactions such reallocation, and (iv) shall include a “Margin Excess”), so long as certification from Seller that no Default (except as would be cured by such reallocation) or Event of Default has occurred and is continuing or will result therefromcontinuing. Upon Buyer’s determination in its sole discretion that Margin Excess exists and that the conclusions and calculations set forth in Seller’s request comply with the requirements set forth above, Buyer shall reallocate the Administrative Agent shallrelated Margin Excess by increasing the Purchase Price of the Purchased Asset(s) with Margin Excess and decreasing the Purchase Price of the Purchased Asset(s) with Margin Deficit; provided that if the Margin Call is not satisfied in full pursuant to such reallocation, upon receipt Seller shall transfer sufficient cash to Buyer to satisfy the Margin Call and eliminate the related Margin Deficit. Immediately after the satisfaction by Seller of written request from the Seller either remit cash or Release Purchased Loans as may be designated in a request by Sellereach Margin Call hereunder, in either case, in an amount equal to the lesser of (i) the amount requested by the Seller and Buyer shall execute and deliver an Amended and Restated Confirmation. (iic) such Buyer’s election not to deliver, or to forbear from delivering a margin deficit notice at any time there is a Margin ExcessDeficit shall not waive or be deemed to waive the Margin Deficit or in any way limit, subject always stop or impair Buyer’s right to deliver a margin deficit notice at any time when the same or any other limitations of this AgreementMargin Deficit exists. If cash is Buyer’s rights relating to be remitted, then the Administrative Agent shall treat the receipt of the written request of Seller Margin Deficits under this Section 6.1(b4.01 are cumulative and in addition to and not in lieu of any other rights of Buyer under the Repurchase Documents or Requirements of Law. (d) All cash transferred to Buyer pursuant to this Section 4.01 shall be deposited into the Waterfall Account, except as if it were a request for a Transaction. To the extent the Administrative Agent remits cash directed by Buyer, and notwithstanding any provision in Section 5.02 to the Sellercontrary, such cash shall be (y) additional Purchase Price with respect applied as determined by Buyer to reduce the Transactions, and (z) subject related Margin Deficit until the Margin Call has been satisfied in all respect to the provisions and limitations of this Agreement. Each Buyer shall fund its Pro Rata share of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. For clarity, the term “Release,” as used in this Section 6.1(b), shall mean Buyers’ re-sale to Seller of one or more designated Purchased Loans and Buyers’ delivery to Seller of the File for each such Purchased Loanfull.