Common use of Margin Maintenance Clause in Contracts

Margin Maintenance. (a) If at any time either (i) the aggregate Market Value of all Purchased Loans subject to all Transactions is less than the aggregate MV Margin Amount for all such Transactions, or (ii) the aggregate unpaid principal balance of the Purchased Loans subject to all Transactions is less than the aggregate Par Margin Amount for all such Transactions (either such event, a “Margin Deficit”), then Buyer may, by notice to Seller, require Seller in such Transactions to transfer to Buyer cash within the time period specified in clause (b) below, so that both (x) the cash and aggregate Market Value of the Purchased Loans will thereupon equal or exceed such aggregate MV Margin Amount and (y) the cash and unpaid principal balance of such Purchased Loans, will thereupon equal or exceed such aggregate Par Margin Amount (either such requirement, a “Margin Call”). Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date. (b) Notice required pursuant to Section 6(a) may be given by any means provided in Section 21 hereof. Any notice given shall be met, and the related Margin Call satisfied, within twenty-four (24) hours. The failure of Buyer, on any one or more occasions, to exercise its rights under this Section 6, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller.

Margin Maintenance. (a) If at any time either (i) the aggregate Market Value outstanding amount of all Purchased Loans subject to all Transactions the Purchase Price of the Note is less greater than the aggregate MV Margin Amount for all related Asset Value (such Transactions, or (ii) the aggregate unpaid principal balance of the Purchased Loans subject to all Transactions is less than the aggregate Par Margin Amount for all such Transactions (either such eventexcess, a “Margin Deficit”), then Buyer may, may by notice to Seller, Seller require Seller in such Transactions to transfer to Buyer cash within in an amount at least equal to the time period specified in clause Margin Deficit (b) below, so that both (x) the cash and aggregate Market Value of the Purchased Loans will thereupon equal or exceed such aggregate MV Margin Amount and (y) the cash and unpaid principal balance of such Purchased Loans, will thereupon equal or exceed such aggregate Par Margin Amount (either such requirement, a “Margin Call”). Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date. (b) Notice required delivered pursuant to Section 6(a2.05(a) may be given by any means provided in Section 21 hereofwritten or electronic means. Any With respect to a Margin Call, any notice given before 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, within twenty-four no later than 5:00 p.m. (24New York City time) hourson the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights under this Section 6hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05.

Margin Maintenance. (a) If at any time either On Monday of each week during the Repurchase Term (or more often, if the Buyer in its sole discretion so decides), the Buyer will determine (i) the aggregate Market Value of all Purchased Loans subject to all Transactions is less than and other Collateral held by the aggregate MV Margin Amount for all such Transactions, or Buyer and (ii) the aggregate unpaid principal balance of the Purchased Loans subject to all Transactions is less than the aggregate Par Current Margin Amount for all such Transactions (either such event, a “Margin Deficit”), then Buyer may, by notice to Seller, require Seller in such Transactions to transfer to Buyer cash within the time period specified in clause (b) below, so that both (x) the cash and aggregate Market Value of the Purchased Loans will thereupon equal or exceed such aggregate MV Margin Amount and (y) the cash and unpaid principal balance of such Purchased Loans, will thereupon equal or exceed such aggregate Par Margin Amount (either such requirement, a “Margin Call”). Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Datedate. (b) Notice required If on any date during the term of this Agreement the Current Margin for such date is less than the Original Margin for such date (such shortfall, a "Margin Deficit"), the Buyer may by notice to the Seller (such notice, a "Margin Call") require that the Seller, at the Buyer's option, transfer to the Buyer cash or additional Mortgage Loans reasonably acceptable to the Buyer (collectively, "Additional Collateral"), so that the Current Margin for such date will then equal or exceed the Original Margin for such date; PROVIDED, HOWEVER, that the Buyer may not make a Margin Call unless the Margin Deficit exceeds $100,000. (c) If any notice is given under subparagraph (b) of this Paragraph 5 on any Business Day, then the Seller shall transfer cash or Mortgage Loans as provided in such subparagraph no later than the close of business on the second Business Day following the date on which such notice is given. Any cash transferred to the Buyer pursuant to Section 6(athis subparagraph (c) may be given by any means provided in Section 21 hereof. Any notice given shall be met, held by the Buyer for so long as any Transaction remains in effect and shall be applied against the related Margin Call satisfied, within twenty-four (24) hours. The failure of Buyer, Repurchase Price for any terminated Transaction on any one or more occasions, to exercise its rights under this Section 6, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellerapplicable Repurchase Date.

Margin Maintenance. (a) If at any time either (i) the aggregate Market Value of all Purchased Loans subject to all Transactions is less than the aggregate MV Margin Amount for all such Transactions, or (ii) the aggregate unpaid principal balance of the Purchased Loans subject to all Transactions is less than the aggregate Par Margin Amount for all such Transactions (either such event, a “Margin Deficit”), then Buyer may, by notice to Seller, require Seller in such Transactions to transfer to Buyer cash within the time period specified in clause (b) below, so that both (x) the cash and aggregate Market Value of the Purchased Loans will thereupon equal or exceed such aggregate MV Margin Amount and (y) the cash and unpaid principal balance of such Purchased Loans, will thereupon equal or exceed such aggregate Par Margin Amount (either such requirement, a “Margin Call”). Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date. Notwithstanding the foregoing, Buyer may elect in its sole discretion to permit Seller to transfer to Buyer additional Eligible Loans (“Additional Purchased Loans”) for no additional consideration or a combination of cash and Additional Purchased Loans, to cure a Margin Deficit, in either case within the time period set forth in clause (b) below. (b) Notice required pursuant to Section 6(a) may be given by any means provided in Section 21 hereof. Any notice given shall be met, and the related Margin Call satisfied, within twenty-four (24) hours. The failure of Buyer, on any one or more occasions, to exercise its rights under this Section 6, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller.

Margin Maintenance. (a) If at any time either (i) the aggregate Market Value of Buyer’s Margin Amount for all Purchased Loans subject to all Transactions Assets is less than the aggregate MV Margin Amount Repurchase Price for all such Transactions, or Purchased Assets (ii) the aggregate unpaid principal balance of the Purchased Loans subject to all Transactions is less than the aggregate Par Margin Amount for all such Transactions (either such event, a “Margin Deficit”), then Buyer may, may by notice to Sellers in the form of Exhibit X (a “Margin Deficit Notice”) require Sellers to, at each Seller’s option, require Seller in no later than one (1) Business Day following the receipt of a Margin Deficit Notice (the “Margin Deadline”) to the extent such Transactions to transfer to Buyer cash within Margin Deficit equals or exceeds the time period specified in clause Minimum Transfer Amount, (bi) below, so that both (x) the cash and aggregate Market Value repurchase some or all of the Purchased Loans will thereupon equal Assets at their respective Repurchase Prices or exceed (ii) make a payment in reduction of the Repurchase Price of some or all of the Purchased Assets, or (iii) choose any combination of the foregoing, such aggregate MV that, after giving effect to such transfers, repurchases and payments, Buyer’s Margin Amount and (y) for all Purchased Assets shall be equal to or greater than the cash and unpaid principal balance of such aggregate Repurchase Price for all Purchased Loans, will thereupon equal or exceed such aggregate Par Margin Amount (either such requirement, a “Margin Call”). Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase DateAssets. (b) Notice required pursuant to Section 6(a) may be given by any means provided in Section 21 hereof. Any notice given shall be met, and the related Margin Call satisfied, within twenty-four (24) hours. The failure of Buyer, on any one or more occasions, to exercise its rights under this Section 6hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for SellerSellers.

Margin Maintenance. (a) If at any time either (i) the aggregate Market Value of all Purchased Loans subject to all Transactions is less than the aggregate MV Margin Amount for all such Transactions, or (ii) the aggregate unpaid principal balance of the Purchased Loans subject to all Transactions is less than the aggregate Par Margin Amount for all such Transactions (either such event, a “Margin Deficit”), then Buyer may, by notice to SellerSellers, require Seller in such Transactions to transfer to Buyer cash within the time period specified in clause (b) below, so that both (x) the cash and aggregate Market Value of the Purchased Loans will thereupon equal or exceed such aggregate MV Margin Amount and (y) the cash and unpaid principal balance of such Purchased Loans, will thereupon equal or exceed such aggregate Par Margin Amount (either such requirement, a “Margin Call”). Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date. Notwithstanding the foregoing, Buyer may elect in its sole discretion to permit Sellers to transfer to Buyer additional Eligible Loans (“Additional Purchased Loans”) for no additional consideration or a combination of cash and Additional Purchased Loans, to cure a Margin Deficit, in either case within the time period set forth in clause (b) below. (b) Notice required pursuant to Section 6(a) may be given by any means provided in Section 21 hereof. Any notice given shall be met, and the related Margin Call satisfied, within twenty-four (24) hours. The failure of Buyer, on any one or more occasions, to exercise its rights under this Section 6, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for SellerSellers.

Margin Maintenance. (a) a. If at any time either (i) the aggregate Market Value of all the Purchased Loans Assets subject to all Transactions is less than the aggregate MV Margin Amount for all such Transactions, or (ii) the aggregate unpaid principal balance of the Purchased Loans subject to all Transactions is less than the aggregate Par Buyer’s Margin Amount for all such Transactions (either such event, a “Margin Deficit”), then the Buyer may, may by notice to Seller, the Sellers require Seller the Sellers in such Transactions to transfer to the Buyer cash within or, at the time period specified in clause Buyer’s option (b) belowand provided the Seller has additional Eligible Assets), additional Eligible Assets (the “Additional Purchased Assets”), so that both (x) the cash and aggregate Market Value of the Purchased Loans will thereupon equal or exceed Assets, including any such aggregate MV Margin Amount and (y) the cash and unpaid principal balance of such Additional Purchased LoansAssets, will thereupon equal or exceed such aggregate Par Buyer’s Margin Amount (either such requirement, a “Margin Call”). Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date. (b) b. Notice required pursuant to Section 6(a) may be given by any means provided in Section 21 35 hereof. Any notice given before 10:00 a.m. New York City time on a Business Day shall be met, and satisfied no later than 5:00 p.m. New York City time on such Business Day. Any notice given on or after 10:00 a.m. New York City time on a Business Day shall be satisfied no later than 5:00 p.m. New York City time on the related Margin Call satisfied, within twenty-four (24) hoursBusiness Day following the date of such notice. The failure of the Buyer, on any one or more occasions, to exercise its rights under this Section 6hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of the Buyer to do so at a later date. Seller Each Seller, the Guarantor and the Buyer each agree that a failure or delay by the Buyer to exercise its rights hereunder shall not limit or waive the Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellerany Seller or the Guarantor.

Margin Maintenance. (a) If at any time either (i) the aggregate Market Value of all the Purchased Loans subject to all Transactions and Loans owned by any Trust represented by a Purchased Certificate is less than the aggregate MV Margin Amount for all such outstanding Transactions, or (ii) the aggregate unpaid principal balance of the Purchased Loans subject to all Transactions is less than the aggregate Par Margin Amount for all such Transactions (either such event, a “Margin Deficit”), then Buyer may, by notice to SellerSellers and Guarantor, require Seller in such Transactions Sellers to transfer to Buyer cash within the time period specified in clause (b) below, so that both (x) the cash and aggregate Market Value of the Purchased Loans and Loans owned by any Trusts represented by a Purchased Certificate will thereupon equal or exceed such aggregate MV Margin Amount and (y) the cash and unpaid principal balance of such Purchased Loans, will thereupon equal or exceed such aggregate Par Margin Amount (either such requirement, a “Margin Call”). Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date.. ​ ​ (b) Notice required pursuant to Section 6(a) may be given by any means provided in Section 21 hereof. Any notice given prior to 11:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, within twenty-four on the same Business Day. Any notice given after to 11:00 a.m. (24New York City time) hourson a Business Day shall be met, and the related Margin Call satisfied, not later than 12:00 noon (New York City time) on the next Business Day. The failure of Buyer, on any one or more occasions, to exercise its rights under this Section 6, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for SellerSellers.

Margin Maintenance. (a) If at any time either (i) the aggregate Market Value of all Purchased Loans Assets subject to all Transactions is less than the aggregate MV Margin Amount for all such Transactions, or (ii) the aggregate unpaid principal balance of the Purchased Loans subject to all Transactions is less than the aggregate Par Buyer’s Margin Amount for all such Transactions (either such event, a “Margin Deficit”), then Buyer may, may by notice to Seller, Seller require Seller in such Transactions Transactions, at Buyer’s option, to transfer to Buyer cash within the time period specified cash, additional Loans or LLC Interests acceptable to Buyer in clause its sole discretion (b) below“Additional Purchased Assets”), so that both (x) the cash and aggregate Market Value of the Purchased Loans will thereupon equal or exceed Assets, including any such aggregate MV Margin Amount and (y) the cash and unpaid principal balance of such Additional Purchased LoansAssets, will thereupon equal or exceed such aggregate Par Buyer’s Margin Amount (either such requirement, a “Margin Call”). Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date. (b) Notice required pursuant to this Section 6(a) 6 may be given by any means provided in Section 21 36 hereof. Any notice given before 1:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, within twenty-four no later than 5:00 p.m. (24New York City time) hourson the next succeeding Business Day; notice given after 1:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 2:00 p.m. (New York City time) on the second succeeding Business Day. The failure of Buyer, on any one or more occasions, to exercise its rights under this Section 6hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller.

Margin Maintenance. (a) If Purchaser may, at any time either (i) its option in its sole and absolute discretion, re-determine the aggregate Market Value for any Purchased Asset in accordance with the definition of all Market Value. If there exists a Margin Deficit Event with respect to any Purchased Loans subject to all Transactions is less than the aggregate MV Margin Amount for all such TransactionsAsset, or (ii) the aggregate unpaid principal balance of the Purchased Loans subject to all Transactions is less than the aggregate Par Margin Amount for all such Transactions (either such event, a “Margin Deficit”), then Buyer Purchaser may, by notice to Seller, require the applicable Seller substantially in such Transactions to transfer to Buyer cash within the time period specified in clause form of Exhibit VIII hereto (b) below, so that both (x) the cash and aggregate Market Value of the Purchased Loans will thereupon equal or exceed such aggregate MV Margin Amount and (y) the cash and unpaid principal balance of such Purchased Loans, will thereupon equal or exceed such aggregate Par Margin Amount (either such requirement, a “Margin Call”). Buyer , require the applicable Seller to make, and the applicable Seller shall deposit (Seller’s election between (i) and (ii) shall be provided to Purchaser in writing on or prior to the Margin Call Deadline) (i) make a cash payment (in the Applicable Currency of the related Purchased Asset) to Purchaser and/or apply Margin Excess from other Purchased Assets (in the Applicable Currency of the related Purchased Asset), in each case in reduction of the outstanding Purchase Price of such cash into a non-interest bearing account until Purchased Asset so that after giving effect to such payment or applications, no Margin Deficit shall exist or be deemed to exist with respect to such Purchased Asset or (ii) repurchase such Purchased Asset, in either case within the next succeeding Repurchase DateMargin Call Deadline. (b) Notice required pursuant to Section 6(a[Reserved]. (c) may be given by any means provided in Section 21 hereof. Any notice given shall be met, and the related Margin Call satisfied, within twenty-four (24) hours. The failure of Buyeror delay by Purchaser, on any one or more occasions, to exercise its rights under this Section 6, Article 4 shall not change or alter the terms and conditions to which this Agreement is subject or limit or waive the right of Buyer Purchaser to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law date or in any way create additional rights for any Seller. (d) For the avoidance of doubt, with respect to this Article 4, any such payments and/or reductions shall be made by the applicable Seller in the Applicable Currency of the related Purchased Asset with respect to which such Margin Deficit exists.

Margin Maintenance. (a) If at any time either (i) the aggregate Market Value of all Purchased Loans Securities subject to all Transactions is less than the aggregate MV Margin Amount for all such Transactions, or (ii) the aggregate unpaid principal balance of the Purchased Loans subject to all Transactions is less than the aggregate Par Buyer's Margin Amount for all such Transactions (either such event, a “"Margin Deficit”"), then Buyer may, Nikko may by notice to Seller, Seller require Seller in such Transactions Transactions, at Seller's option, to transfer to Buyer Nikko cash within or additional Purchased Securities acceptable to Nikko and which conform in all respects to the time period specified applicable representations and warranties set forth in clause APPENDICES A, B, C AND D (b) below"Additional Purchased Securities"), so that both (x) the cash and aggregate Market Value of the Purchased Loans will thereupon equal or exceed Securities, including any such aggregate MV Margin Amount and (y) the cash and unpaid principal balance of such Additional Purchased LoansSecurities, will thereupon equal or exceed such aggregate Par Buyer's Margin Amount (either such requirement, a “Margin Call”). Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase DateAmount. (b) Notice required pursuant to subsection (a) of this Section 6(a) 5 may be given by any means provided means. A notice for the payment or delivery in Section 21 hereof. respect of the Margin Deficit received before 10:00 a.m. New York City time on a Business Day, must be met no later than 5:00 p.m. Any notice given on a Business Day after 10:00 a.m., New York City time, shall be metmet no later than 5:00 p.m., and on the related Margin Call satisfied, within twenty-four (24) hoursfollowing Business Day. The failure of BuyerNikko, on any one or more occasions, to exercise its rights under this Section 6hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer Nikko to do so at a later date. Seller and Buyer Nikko each agree that a failure or delay by Buyer Nikko to exercise its rights hereunder shall not limit or waive Buyer’s Nikko's rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller.

Margin Maintenance. (a) If at any time either (i) time, the aggregate Market Value of all Purchased Loans subject to all Transactions is less than the aggregate MV Margin Amount for all such Transactions, or (ii) the aggregate unpaid principal balance any of the Purchased Loans subject to all Transactions is shall be less than the aggregate Par Buyer’s Margin Amount for all such Transactions Purchased Loans (either such event, a “Margin Deficit”), by greater than $250,000, when calculated on an aggregate basis with any other Purchased Loans, then Buyer may, may by notice to Seller, Seller require Seller in such Transactions to transfer to Buyer, not later than the Business Day after such notice is given, cash or additional collateral acceptable to Buyer cash within the time period specified in clause (b) belowits sole and absolute discretion, so that both (x) the cash and aggregate Market Value of each of the Purchased Loans will thereupon shall equal or exceed the Deficit Cure Amount (taking into account the application of such aggregate MV Margin Amount and (ycash or additional collateral to be delivered in reduction of the Repurchase Price) the cash and unpaid principal balance of for such Purchased Loans, will thereupon equal or exceed such aggregate Par Margin Amount (either such requirement, a “Margin Call”). Buyer shall deposit such cash into a non-interest bearing account until as of the next succeeding Repurchase Datesame date. (b) If at any time, the Target Price for any Purchased Loan (as applied to the related Transaction) shall be greater than the Repurchase Price for such Purchased Security or Purchased Loan (a “Margin Excess”), then Seller may by notice to Buyer require Buyer to transfer to Seller cash in an amount (expressed in dollars) up to the Margin Excess; provided, that any such transfer of cash (1) shall be subject to the restriction that, when calculated on an aggregate basis with other Purchased Loans, there may be no Margin Deficit either created or increased as the result of such transfer of cash, (2) shall not be in any amount less than $500,000 and (3) shall be evidenced by amended and restated Confirmations and any other documentation as reasonably required. (c) If any notice is given by Buyer under Paragraph 4(a) of this Agreement on any Business Day, the Seller shall transfer cash or additional collateral as provided in Section 4(a) by no later than the next Business Day after the giving of such notice. Notice required pursuant to Section 6(a4(a) of this Agreement may be given by any means provided in permitted under Section 21 hereof. Any notice given shall be met, and the related Margin Call satisfied, within twenty-four (24) hours17 of this Agreement. The failure of Buyer, on any one or more occasions, to exercise its rights under Section 4(a) of this Section 6, Agreement shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Buyer and Seller and Buyer each agree that a any failure or delay by Buyer to exercise its rights hereunder under Section 4(a) of this Agreement shall not limit or waive Buyersuch party’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellersuch party. (d) Any cash transferred to Buyer pursuant to Section 4(a) of this Agreement with respect to any Purchased Loans shall be attributed to such Purchased Loan for which there was a Margin Deficit.

Margin Maintenance. (a) a. If at any time either (i) the aggregate Market Value of all Purchased Loans Assets subject to all Transactions is less than the aggregate MV Buyer’s Margin Amount for all such Transactions, or (ii) the aggregate unpaid principal balance of the Purchased Loans subject to all Transactions is less than the aggregate Par Margin Amount for all such Transactions (either such event, a “Margin Deficit”), then Buyer may, by notice to Seller, require Seller in such Transactions to transfer to Buyer cash or, at Buyer’s option (and provided Seller has additional Eligible Assets), additional Eligible Assets (“Additional Purchased Assets”) within the time period specified in clause one (b1) belowBusiness Day of such notice by Buyer, so that both (x) the cash and aggregate Market Value of the Purchased Loans will thereupon equal or exceed Assets, including any such aggregate MV Margin Amount and (y) the cash and unpaid principal balance of such Additional Purchased LoansAssets, will thereupon equal or exceed such aggregate Par Buyer’s Margin Amount Amount, (either such requirement, a “Margin Call”). ; provided that if Seller transfers cash, Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date. (b) b. Notice required pursuant to Section 6(a) may be given by any means provided in Section 21 35 hereof. Any notice given on a Business Day shall be met, and the related Margin Call satisfied, within twenty-four (24) hoursno later than 5:00 p.m. New York City time on the following Business Day. The failure of Buyer, on any one or more occasions, to exercise its rights under this Section 6hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller The Seller, Guarantor and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellerthe Seller or Guarantor.

Margin Maintenance. (a) If at any time either (i) the aggregate Market Value of all Purchased Loans subject to all Transactions is less than the aggregate MV Margin Amount for all such Transactions, or (ii) the aggregate unpaid principal balance of the Purchased Loans subject to for all Transactions is less than the sum of the aggregate Par Margin Amount for all such Transactions (either such event, a “Margin Deficit”), then the related Buyer may, may by notice to Seller, related Seller require related Seller in such Transactions to transfer to the related Buyer cash or, at the related Buyer’s option (and provided such Seller has additional Eligible Loans and agrees to do so), additional Eligible Loans (“Additional Purchased Loans”) within the time period specified in clause one (b1) belowBusiness Day of such notice by such Buyer, so that both (x) the cash and aggregate Market Value of the such Purchased Loans Loans, including any such Additional Purchased Loans, will thereupon equal or exceed such aggregate MV Margin Amount Amount, and (y) the cash and unpaid principal balance of such Purchased Loans, including any such Additional Purchased Loans, will thereupon equal or exceed such aggregate Par Margin Amount (either such requirement, a “Margin Call”). Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date. (b) Notice required pursuant to Section 6(a) may be given by any means provided in Section 21 36 hereof. Any notice given on a Business Day shall be met, and the related Margin Call satisfied, within twenty-four (24) hoursno later than 5:00 p.m. New York City time on the following Business Day. The failure of any Buyer, on any one or more occasions, to exercise its rights under this Section 6hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of such Buyer to do so at a later date. Seller Sellers, Guarantors and Buyer Buyers each agree that a failure or delay by any Buyer to exercise its rights hereunder shall not limit or waive Buyer’s Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellerany Seller or any Guarantor.

Margin Maintenance. (a) If at any time either (i) the aggregate Market Value of all Purchased Loans subject to all Transactions is less than the aggregate MV Margin Amount for all such Transactions, or (ii) the aggregate unpaid principal balance of the Purchased Loans subject to all Transactions is less than the aggregate Par Margin Amount for all such Transactions (either such event, a “Margin Deficit”), then Buyer may, by notice to Seller, require Seller in such Transactions to transfer to Buyer cash within the time period specified in clause (b) below, so that both (x) the cash and aggregate Market Value of the Purchased Loans will thereupon equal or exceed such aggregate MV Margin Amount and (y) the cash and unpaid principal balance of such Purchased Loans, will thereupon equal or exceed such aggregate Par Margin Amount (either such requirement, a “Margin Call”). Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date. (b) Notice required pursuant to Section 6(a) may be given by any means provided in Section 21 hereof. Any notice given shall be met, and the related Margin Call satisfied, within twenty-four (24) hours. The failure of Buyer, on any one or more occasions, to exercise its rights under this Section 6, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller.

Margin Maintenance. (a) If at any time either On Monday of each week during the Repurchase Term (or more often, if the Buyer in its sole discretion so decides), the Buyer will determine (i) the aggregate Market Value of all Purchased Loans subject to all Transactions is less than and other Collateral held by the aggregate MV Margin Amount for all such Transactions, or Buyer and (ii) the aggregate unpaid principal balance of the Purchased Loans subject to all Transactions is less than the aggregate Par Current Margin Amount for all such Transactions (either such event, a “Margin Deficit”), then Buyer may, by notice to Seller, require Seller in such Transactions to transfer to Buyer cash within the time period specified in clause (b) below, so that both (x) the cash and aggregate Market Value of the Purchased Loans will thereupon equal or exceed such aggregate MV Margin Amount and (y) the cash and unpaid principal balance of such Purchased Loans, will thereupon equal or exceed such aggregate Par Margin Amount (either such requirement, a “Margin Call”). Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Datedate. (b) Notice required If on any date during the term of this Agreement the Current Margin for such date is less than the Original Margin for such date (such shortfall, a "Margin Deficit"), the Buyer may by notice to the Seller (such notice, a "Margin Call") require that the Seller, at the Buyer's option, transfer to the Buyer cash or additional Mortgage Loans reasonably acceptable to the Buyer (collectively, "Additional Collateral"), so that the Current Margin for such date will then equal or exceed the Original Margin for such date; provided, however, that the Buyer may not make a Margin Call unless (i) the Margin Deficit exceeds $100,000 and (ii) the Current Margin is less than five percent. (c) If any notice is given under subparagraph (b) of this Paragraph 5 on any Business Day, then the Seller shall transfer cash or Mortgage Loans as provided in such subparagraph no later than the close of business on the second Business Day following the date on which such notice is given. Any cash transferred to the Buyer pursuant to Section 6(athis subparagraph (c) may be given by any means provided in Section 21 hereof. Any notice given shall be met, held by the Buyer for so long as any Transaction remains in effect and shall be applied against the related Margin Call satisfied, within twenty-four (24) hours. The failure of Buyer, Repurchase Price for any terminated Transaction on any one or more occasions, to exercise its rights under this Section 6, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellerapplicable Repurchase Date.

Margin Maintenance. (a) If at any time either (i) the aggregate Market Value Repurchase Price of all Purchased Loans subject to all Transactions is less than then outstanding exceeds the aggregate MV Margin Amount for all such Transactions, or Base (ii) the aggregate unpaid principal balance of the Purchased Loans subject to all Transactions is less than the aggregate Par Margin Amount for all such Transactions (either such event, a “Margin DeficitDeficiency”), then as determined by the Buyer mayand notified to the Sellers on any Business Day, by notice the Sellers shall no later than one (1) Business Day after receipt of such notice, either make a payment to Seller, require Seller the Buyer in such Transactions to respect of the aggregate outstanding Repurchase Price or transfer to the Buyer cash within additional Eligible Mortgage Loans that are in all respects acceptable to the time period specified Buyer in clause its sole discretion (b) below, so that both (x) the cash and aggregate Market Value of the which additional Eligible Mortgage Loans shall be deemed to be Purchased Loans will thereupon equal under the Repurchase Documents) such that after giving effect to such payment or exceed such aggregate MV transfer no Margin Amount and (y) the cash and unpaid principal balance of such Purchased Loans, will thereupon equal or exceed such aggregate Par Margin Amount (either such requirement, a “Margin Call”). Buyer Deficiency shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Datethen exist. (b) Notice required pursuant The Sellers shall prepay the Transactions in the amounts of prepayments remitted to the Buyer in accordance with Section 6(a7.17 hereof. (c) may be given If at any time MS & Co.’s corporate bond rating has been lowered or downgraded to a rating below A- by any means provided in Section 21 hereof. Any notice given shall be met, S&P or A3 by Moody’s and the related Margin Call satisfied, within twenty-four (24) hours. The failure of Buyer, on any one or more occasions, Sellers shall repay all amounts owing to exercise its rights the Buyer under this Section 6, shall not change or alter Repurchase Agreement and the terms and conditions to which this Agreement is subject or limit other Repurchase Documents within ninety (90) days following such downgrade. (d) If at any time the right aggregate Repurchase Price of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights all Transactions then outstanding under this Repurchase Agreement or otherwise existing by law or exceeds the Maximum Amount, the Sellers shall at such time make a payment to the Buyer in any way create additional rights for Sellerrespect of the aggregate outstanding Repurchase Price such that, after giving effect to such payment, the aggregate Repurchase Price of all Transactions then outstanding under this Repurchase Agreement does not exceed the Maximum Amount.

Margin Maintenance. (a) a. If at any time either (i) the aggregate Market Value of all Purchased Loans Assets subject to all Transactions is less than the aggregate MV Margin Amount for all such Transactions, or (ii) the aggregate unpaid principal balance of the Purchased Loans subject to all Transactions is less than the aggregate Par Buyer’s Margin Amount for all such Transactions (either such event, a “Margin Deficit”), then Buyer may, by notice to Seller, require Seller in such Transactions to shall transfer to Buyer cash within or, at Buyer’s option (and provided Sellers have additional Eligible Assets), additional Eligible Assets (“Additional Purchased Assets”) provided that the time period specified in clause (btransfer of such Additional Assets shall be subject to the requirements of Section 4 and Section 9(b) belowhereof, so that both (x) the cash and aggregate Market Value of the Purchased Loans will thereupon equal or exceed Assets, including any such aggregate MV Margin Amount and (y) the cash and unpaid principal balance of such Additional Purchased LoansAssets, will thereupon equal or exceed such aggregate Par Buyer’s Margin Amount (either such requirement, a “Margin Call”). Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date. (b) b. Notice required pursuant to Section 6(a) may be given by any means provided in Section 21 35 hereof. Any notice given before 10:00 a.m. New York time on a Business Day shall be met, and satisfied no later than 5:00 p.m. New York time on the related Margin Call satisfied, within twenty-four (24) hourssame Business Day. Any notice given after 10:00 a.m. New York time shall be satisfied no later than 5:00 p.m. on the Business Day following the date of such notice. The failure of Buyer, on any one or more occasions, to exercise its rights under this Section 6hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller Sellers, Guarantor, and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement Agreement, any of the other Program Documents, or otherwise existing by law or in any way create additional rights for Sellerany Seller or the Guarantor.

Margin Maintenance. (a) If at any time either On Monday of each week during the Repurchase Term (or more often, if the Buyer in its sole discretion so decides), the Buyer will determine (i) the aggregate Market Value of all Purchased Loans subject to all Transactions is less than and other Collateral held by the aggregate MV Margin Amount for all such Transactions, or Buyer and (ii) the aggregate unpaid principal balance of the Purchased Loans subject to all Transactions is less than the aggregate Par Current Margin Amount for all such Transactions (either such event, a “Margin Deficit”), then Buyer may, by notice to Seller, require Seller in such Transactions to transfer to Buyer cash within the time period specified in clause (b) below, so that both (x) the cash and aggregate Market Value of the Purchased Loans will thereupon equal or exceed such aggregate MV Margin Amount and (y) the cash and unpaid principal balance of such Purchased Loans, will thereupon equal or exceed such aggregate Par Margin Amount (either such requirement, a “Margin Call”). Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Datedate. (b) Notice required If on any date during the term of this Agreement the Current Margin for such date is less than the Original Margin for such date (such shortfall, a "Margin Deficit"), the Buyer may by notice to the Seller (such notice, a "Margin Call") require that the Seller, at the Seller's option, transfer to the Buyer cash or additional Mortgage Loans reasonably acceptable to the Buyer (collectively, "Additional Collateral"), so that the Current Margin for such date will then equal or exceed the Original Margin for such date; provided, however, that the Buyer may not make a Margin Call unless the Margin Deficit exceeds $250,000. (c) If any notice is given under subparagraph (b) of this Paragraph 5 on any Business Day, then the Seller shall transfer cash or Mortgage Loans as provided in such subparagraph no later than the close of business on the second Business Day following the date on which such notice is received. Any cash transferred to the Buyer pursuant to Section 6(athis subparagraph (c) may be given by any means provided in Section 21 hereof. Any notice given shall be met, held by the Buyer for so long as any Transaction remains in effect and shall be applied against the related Margin Call satisfied, within twenty-four (24) hours. The failure of Buyer, Repurchase Price for any terminated Transaction on any one or more occasions, to exercise its rights under this Section 6, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellerapplicable Repurchase Date.

Margin Maintenance. (a) If at any time either (i) the aggregate Market Value of all Purchased Loans subject to all Transactions is less than the aggregate MV Margin Amount for all such Transactions, or (ii) the aggregate unpaid principal balance of the Purchased Loans subject to all Transactions is less than the aggregate Par Margin Amount for all such Transactions Transactions, (either such event, a “Margin Deficit”), then Buyer may, by notice to Seller, require Seller in such Transactions to transfer to Buyer cash within the time period specified in clause (b) below, so that both (x) the cash and aggregate Market Value of the Purchased Loans will thereupon equal or exceed such aggregate MV Margin Amount and (y) the cash and unpaid principal balance of such Purchased Loans, will thereupon equal or exceed such aggregate Par Margin Amount (either such requirement, a “Margin Call”). Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date. Notwithstanding the foregoing, Buyer may elect in its sole discretion to permit Seller to transfer to Buyer additional Eligible Loans (“Additional Purchased Loans”) for no additional consideration or a combination of cash and Additional Purchased Loans, to cure a Margin Deficit, in either case within the time period set forth in clause (b) below. (b) Notice required pursuant to Section 6(a) may be given by any means provided in Section 21 hereof. Any notice given shall be met, and the related Margin Call satisfied, within twenty-four (24) hours. The failure of Buyer, on any one or more occasions, to exercise its rights under this Section 6, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller.

Margin Maintenance. (a) If at any time either (i) the aggregate Market Value of all Purchased Loans subject to all Transactions is less than the aggregate MV Margin Amount for all such Transactions, or (ii) the aggregate unpaid principal balance of the Purchased Loans subject to for all Transactions is less than the aggregate Par Margin Amount for all such Transactions (either such event, a “Margin Deficit”), then Buyer may, by notice to Seller, require Seller in such Transactions to transfer to Buyer cash or, at Buyer’s option (and provided Seller has additional Eligible Loans), additional Eligible Loans (“Additional Purchased Loans”) within the time period specified in clause one (b1) belowBusiness Day of such notice by Buyer, so that both (x) the cash and aggregate Market Value of the Purchased Loans Loans, including any such Additional Purchased Loans, will thereupon equal or exceed such aggregate MV Margin Amount Amount, and (y) the cash and unpaid principal balance of such Purchased Loans, including any such Additional Purchased Loans and Purchased Loans, will thereupon therefore equal or exceed such aggregate Par Margin Amount (either such requirement, a “Margin Call”). ; provided that if Seller transfers cash, Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date. (b) Notice required pursuant to Section 6(a) may be given by (i) by any means provided in Section 21 hereof, (ii) via electronic mail in an excel spreadsheet format, or (iii) in such other format acceptable to Buyer in its sole discretion. Any notice given on a Business Day preceding 12:00 p.m. (New York City time) shall be met, and the related Margin Call satisfied, within twenty-four no later than 5:00 p.m. (24New York City time) hourson the same Business Day. Any notice given on a Business Day following 12:00 p.m. (New York City time) shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. The failure of Buyer, on any one or more occasions, to exercise its rights under this Section 6, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller.

Margin Maintenance. (a) a. If at any time either (i) the aggregate Market Value of all Purchased Loans Securities subject to all Transactions is less than the aggregate MV Margin Amount for all such Transactions, or (ii) the aggregate unpaid principal balance of the Purchased Loans subject to all Transactions is less than the aggregate Par Buyers’ Margin Amount for all such Transactions (either such event, a “Margin Deficit”), then any Buyer may, may by notice to Seller, the Sellers require Seller in such Transactions the Sellers to transfer to the related Buyer cash within or, at the time period specified in clause related Buyers’ option (b) belowand provided the Sellers have additional Eligible Securities), additional Eligible Securities (“Additional Purchased Securities”), so that both (x) the cash and aggregate Market Value of the all Purchased Loans will thereupon equal or exceed Securities, including any such aggregate MV Margin Amount and (y) the cash and unpaid principal balance of such Additional Purchased LoansSecurities, will thereupon equal or exceed such aggregate Par Buyers’ Margin Amount (either such requirement, a “Margin Call”). Buyer shall deposit such cash into a non-interest bearing account until , subject to the next succeeding Repurchase Dateprovisions set forth herein with respect to the Maximum Recourse Amount. (b) b. Notice required pursuant to Section 6(a) may be given by any means provided in Section 21 35 hereof. Any notice given on a Business Day shall be met, and the related Margin Call satisfied, within twenty-four (24) hoursno later than 5:00 p.m. New York City time on the following Business Day. The failure of Buyerthe Buyers, on any one or more occasions, to exercise its their rights under this Section 6hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer the Buyers to do so at a later date. Seller The Sellers, the Guarantor and Buyer the Buyers each agree that a failure or delay by Buyer the Buyers to exercise its their rights hereunder shall not limit or waive Buyer’s the Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellerthe Sellers or the Guarantor.

Margin Maintenance. (a) If at any time either (i) the aggregate Market Value of all Purchased Loans subject to all Transactions is less than the aggregate MV Margin Amount for all such Transactions, or (ii) the aggregate unpaid principal balance of the Purchased Loans subject to all Transactions is less than the aggregate Par Margin Amount for all such Transactions Transactions, (either such event, a “Margin Deficit”), then Buyer may, by notice to Seller, require Seller in such Transactions to transfer to Buyer cash within the time period specified in clause (b) below, so that both (x) the cash and aggregate Market Value of the Purchased Loans will thereupon equal or exceed such aggregate MV Margin Amount and (y) the cash and unpaid principal balance of such Purchased Loans, will thereupon equal or exceed such aggregate Par Margin Amount (either such requirement, a “Margin Call”). Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date. . Notwithstanding the foregoing, Buyer may elect in its sole discretion to permit Seller to transfer to Buyer additional Eligible Loans (“Additional Purchased Loans”) for no additional consideration or a combination of cash and Additional Purchased Loans, to cure a Margin Deficit, in either case within the time period set forth in clause (b) below. Notice required pursuant to Section 6(a) may be given by any means provided in Section 21 hereof. Any notice given shall be met, and the related Margin Call satisfied, within twenty-four (24) hours. The failure of Buyer, on any one or more occasions, to exercise its rights under this Section 6, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller.

Margin Maintenance. (a) If at any time either (i) the aggregate Market Value of all Purchased Loans subject to all Transactions is less than the aggregate MV Margin Amount for all such Transactions, or (ii) the aggregate unpaid principal balance of the Purchased Loans subject to for all Transactions is less than the sum of the aggregate Par Margin Amount for all such Transactions (either such event, a “Margin Deficit”), then the related Buyer may, may by notice to Seller, Seller require Seller in such Transactions to transfer to the related Buyer cash or, at the related Buyer’s option (and provided Seller has additional Eligible Loans), additional Eligible Loans (“Additional Purchased Loans”) within the time period specified in clause one (b1) belowBusiness Day of such notice by such Buyer, so that both (x) the cash and aggregate Market Value of the such Purchased Loans Loans, including any such Additional Purchased Loans, will thereupon equal or exceed such aggregate MV Margin Amount Amount, and (y) the cash and unpaid principal balance of such Purchased Loans, including any such Additional Purchased Loans and any Purchased Loans, will thereupon equal or exceed such aggregate Par Margin Amount (either such requirement, a “Margin Call”). Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date. (b) Notice required pursuant to Section 6(a) may be given by any means provided in Section 21 36 hereof. Any notice given on a Business Day shall be met, and the related Margin Call satisfied, within twenty-four (24) hoursno later than 5:00 p.m. New York City time on the following Business Day. The failure of any Buyer, on any one or more occasions, to exercise its rights under this Section 6hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of such Buyer to do so at a later date. Seller Seller, Guarantor and Buyer each agree that a failure or delay by any Buyer to exercise its rights hereunder shall not limit or waive Buyer’s Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for SellerSeller or Guarantor.

Margin Maintenance. (a) If at any time either (i) the aggregate Market Value of all Purchased Loans subject to all Transactions is less than the aggregate MV Margin Amount for all such Transactions, or (ii) the aggregate unpaid principal balance of the Purchased Loans subject to all Transactions is less than the aggregate Par Margin Amount for all such Transactions (either such event, a “Margin Deficit”), then the Buyer may, by notice to Seller, require Seller in such Transactions to transfer to the Buyer cash within the time period specified in clause (b) below, so that both (x) the cash and aggregate Market Value of the Purchased Loans will thereupon equal or exceed such aggregate MV Margin Amount and (y) the cash and unpaid principal balance of such Purchased Loans, will thereupon equal or exceed such aggregate Par Margin Amount (either such requirement, a “Margin Call”). Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date. (b) Notice required pursuant to Section 6(a) may be given by any means provided in Section 21 hereof. Any notice given shall be met, and the related Margin Call satisfied, within twenty-four (24) hours. The failure of Buyer, on any one or more occasions, to exercise its rights under this Section 6, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller.

Margin Maintenance. (a) If at any time either (i) the aggregate Market Value or the aggregate unpaid principal balance of all Purchased Loans subject to all Transactions is less than the aggregate MV Margin Amount for all such Transactions, or (ii) the aggregate unpaid principal balance of the Purchased Loans subject to all Transactions is less than the aggregate Par Margin Amount for all such Transactions (either such event, a “Margin Deficit”), then Buyer may, by notice to Seller, require Seller in such Transactions to transfer to Buyer cash or, at Buyer’s option (and provided Seller has additional Eligible Loans), additional Eligible Loans (“Additional Purchased Loans”) within the time period specified in clause one (b1) belowBusiness Day after such notice by Buyer, so that both (x) the cash and cash, together with the aggregate Market Value or unpaid principal balance, as applicable, of the Purchased Loans will thereupon equal or exceed Loans, including any such aggregate MV Margin Amount and (y) the cash and unpaid principal balance of such Additional Purchased Loans, will thereupon equal or exceed such aggregate Par Margin Amount (either such requirement, a “Margin Call”). ; provided that if Seller transfers cash, Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date. (b) Notice required pursuant to Section 6(a) may be given by any means provided in Section 21 hereof. Any notice given on a Business Day shall be met, and the related Margin Call satisfied, within twenty-four no later than 5:00 p.m. (24New York City time) hourson the following Business Day. The failure of Buyer, on any one or more occasions, to exercise its rights under this Section 6, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller.

Margin Maintenance. (a) a. If at any time either (i) the aggregate Market Value of all Purchased Loans Assets subject to all Transactions is less than the aggregate MV Margin Amount for all such Transactions, or (ii) the aggregate unpaid principal balance of the Purchased Loans subject to all Transactions is less than the aggregate Par Buyer's Margin Amount for all such Transactions (either such event, a “"Margin Deficit”"), then Buyer may, may by notice to Seller, the related Seller require the related Seller in such Transactions to transfer to Buyer cash within the time period specified in clause (b) below, so that both (x) the cash and aggregate Market Value of the Purchased Loans Assets will thereupon equal or exceed such aggregate MV Margin Amount and (y) the cash and unpaid principal balance of such Purchased Loans, will thereupon equal or exceed such aggregate Par Buyer's Margin Amount (either such requirement, a “"Margin Call”"). Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date. (b) b. Notice required pursuant to Section 6(a) may be given by any means provided in Section 21 35 hereof. Any notice given received before 11:00 a.m. New York time on a Business Day shall be met, and the related Margin Call satisfied, within twenty-four (24) hoursno later than 5:00 p.m. New York time on such Business Day; notice received after 11:00 a.m. New York time on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. New York time on the following Business Day. The failure of Buyer, on any one or more occasions, to exercise its rights under this Section 6hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller The related Seller, each Guarantor and the Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s 's rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellerthe related Seller or any Guarantor.

Margin Maintenance. (a) If at any time either (i) the aggregate Market Value of all Purchased Loans Assets subject to all Transactions is less than or equal to 95% of the aggregate MV Margin Amount for all such Transactions, or (ii) the aggregate unpaid principal balance of the Purchased Loans subject to all Transactions is less than the aggregate Par Buyer's Margin Amount for all such Transactions (either such event, a “"Margin Deficit”"), then Buyer may, may by notice to Seller, Seller require Seller in such Transactions Transactions, at Buyer's option, to transfer to Buyer cash within the time period specified or additional Eligible Assets acceptable to Buyer in clause its sole discretion (b) below"Additional Purchased Assets"), so that both (x) the cash and aggregate Market Value of the Purchased Loans will thereupon equal or exceed Assets, including any such aggregate MV Margin Amount and (y) the cash and unpaid principal balance of such Additional Purchased LoansAssets, will thereupon equal or exceed such aggregate Par Buyer's Margin Amount (either such requirement, a “"Margin Call”"). Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date. (b) Notice required pursuant to Section 6(a) may be given by any means provided in Section 21 36 hereof. Any notice given before 1:00 p.m. New York time on a Business Day shall be met, and the related Margin Call satisfied, within twenty-four (24) hoursno later than 5:00 p.m. New York time on the next succeeding Business Day; notice given after 1:00 p.m. New York time on a Business Day shall be met, and the related Margin Call satisfied, no later than 2:00 p.m. New York time on the second succeeding Business Day. The failure of Buyer, on any one or more occasions, to exercise its rights under this Section 6hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller Seller, Originator and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s 's rights under this Agreement or otherwise existing by law or in any way create additional rights for SellerSeller or Originator.