Common use of Margin Maintenance Clause in Contracts

Margin Maintenance. (a) If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions is less than the aggregate Buyer's Margin Amount for all such Transactions (a "Margin Deficit"), then Nikko may by notice to Seller require Seller in such Transactions, at Seller's option, to transfer to Nikko cash or additional Purchased Securities acceptable to Nikko and which conform in all respects to the applicable representations and warranties set forth in APPENDICES A, B, C AND D ("Additional Purchased Securities"), so that the cash and aggregate Market Value of the Purchased Securities, including any such Additional Purchased Securities, will thereupon equal or exceed such aggregate Buyer's Margin Amount. (b) Notice required pursuant to subsection (a) of this Section 5 may be given by any means. A notice for the payment or delivery in 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 met no later than 5:00 p.m., on the following Business Day. The failure of Nikko, 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 Nikko to do so at a later date. Seller and Nikko each agree that a failure or delay by Nikko to exercise its rights hereunder shall not limit or waive 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 the aggregate Market Value of all Purchased Securities subject to all Transactions is less than the aggregate Buyer's Margin Amount for all such Transactions (a "Margin Deficit"), then Nikko may by notice to Seller require Seller in such Transactions, at Seller's option, to transfer to Nikko cash or additional Purchased Securities acceptable to Nikko and which conform in all respects to the applicable representations and warranties set forth in APPENDICES A, B, C AND D ("Additional Purchased Securities"), so that the cash and aggregate Market Value of the Purchased Securities, including any such Additional Purchased Securities, will thereupon equal or exceed such aggregate Buyer's Margin Amount. (b) Notice required pursuant to subsection (a) of this Section 5 may be given by any means. A notice for the payment Buyer to Seller under Section 4(a) is given at or delivery in respect of the Margin Deficit received before 10:00 11:00 a.m. New York City time (Eastern time) on a Business Day, must be met no later than 5:00 Seller shall transfer cash and/or, if acceptable to Buyer, Additional Purchased Mortgage Loans to Buyer before 6:00 p.m. Any (Eastern time) on the date of such notice, and if such notice is given after 11:00 a.m. (Eastern time), Seller shall transfer such cash and/or Additional Purchased Mortgage Loans before 10:30 a.m. (Eastern time) on a the Business Day after 10:00 a.m.following the date of such notice. All cash required to be delivered to Buyer pursuant to this Section 4(b) shall be deposited by Seller into the Operating Account and, New York City timeprovided that no Event of Default has occurred and is continuing, shall be met no later than 5:00 p.m.held by Buyer in the Operating Account as security for the Obligations or, on at Buyer’s option, applied by Buyer to reduce pro rata the following Business DayRepurchase Prices of all Purchased Mortgage Loans that are then subject to outstanding Transactions. The failure Following the occurrence and during the continuance of Nikkoany Event of Default, on any one or more occasionssuch cash may be applied to reduce the Repurchase Price of such Purchased Mortgage Loans as Buyer shall select, with the amount to exercise be applied to the Repurchase Price of any particular Purchased Mortgage Loan to be determined by Buyer, using such reasonable method of allocation as Buyer shall elect in its rights hereundersole discretion at the time. Buyer’s election, in its sole and absolute discretion, not to make a Margin Call at any time there is a Margin Deficit shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Nikko to do so at a later date. Seller and Nikko each agree that a failure or delay by Nikko to exercise its rights hereunder shall not limit or waive Nikko's rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellerlimit or impair its right to make a Margin Call at any other time a Margin Deficit exists (or still exists).

Margin Maintenance. (a) a. If at any time the aggregate Market outstanding Purchase Price of any Purchased Mortgage Loan subject to a Transaction is greater than the Asset Value of all such Purchased Securities Mortgage Loan subject to all Transactions is less than the aggregate Buyer's Margin Amount for all such Transactions a Transaction (a "“Margin Deficit"”), then Nikko Buyer may by notice to Seller require Seller in such Transactions, at Seller's option, to transfer to Nikko Buyer cash or additional Purchased Securities acceptable to Nikko and which conform in all respects an amount at least equal to the applicable representations and warranties set forth in APPENDICES AMargin Deficit (such requirement, B, C AND D ("Additional Purchased Securities"), so that the cash and aggregate Market Value of the Purchased Securities, including any such Additional Purchased Securities, will thereupon equal or exceed such aggregate Buyer's a “Margin Amount.Call”) .. (b) b. Notice required delivered pursuant to subsection (aSection 6(a) of this Section 5 may be given by any written or electronic means. A With respect to all Margin Calls, any notice for the payment or delivery in respect of the Margin Deficit received given before 10:00 a.m. (New York City time time) on a Business DayDay shall be met, must be met and the related Margin Call satisfied, no later than 5:00 p.m. Any (New York City time) on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day after 10:00 a.m.shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time, shall be met no later than 5:00 p.m., ) on the following Business DayDay (the foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of NikkoBuyer, 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 Nikko Buyer to do so at a later date. Seller and Nikko Buyer each agree that a failure or delay by Nikko Buyer to exercise its rights hereunder shall not limit or waive Nikko's Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against the Repurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. (a) If at any time the aggregate Market Value of all Purchased Securities Loans subject to all Transactions is less than the aggregate Buyer's MV Margin Amount for all such Transactions (such event, a "“Margin Deficit"”), then Nikko may Buyer may, by notice to Seller Seller, require Seller in such Transactions, at Seller's option, Transactions to transfer to Nikko Buyer cash or or, at Buyer’s option (and provided Seller has additional Purchased Securities acceptable to Nikko and which conform in all respects to the applicable representations and warranties set forth in APPENDICES AEligible Loans), B, C AND D additional Eligible Loans ("“Additional Purchased Securities")Loans”) on a servicing released basis within one (1) Business Day of such notice by Buyer, so that the cash and aggregate Market Value of the Purchased SecuritiesLoans, including any such Additional Purchased SecuritiesLoans, will thereupon equal or exceed such aggregate Buyer's MV Margin AmountAmount (either requirement, a “Margin Call”); provided that if Seller transfers cash, Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date. (b) Notice required pursuant to subsection (aSection 6(a) of this Section 5 may be given by any meansmeans provided in Section 21 hereof. A notice for the payment or delivery in 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., at or prior to 11:00 a.m. (New York City time, ) shall be met met, and the related Margin Call satisfied, no later than 5:00 p.m.p.m. (New York City time) on the same Business Day. Any notice given on a Business Day following 11:00 a.m. (New York City time) shall be met, and the related Margin Call satisfied, no later than 1:00 p.m. (New York City time) on the following Business Day. The failure of NikkoBuyer, on any one or more occasions, to exercise its rights hereunderunder this Section 6, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Nikko Buyer to do so at a later date. Seller and Nikko Buyer each agree that a failure or delay by Nikko Buyer to exercise its rights hereunder shall not limit or waive Nikko's 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 the product of the aggregate Market Value of all Purchased Securities subject to all Transactions is Loans and Buyer's Margin Ratio shall be less than the aggregate Buyer's Margin Amount outstanding Repurchase Price for all such Transactions Purchased Loans, (a "Margin Deficit"), then Nikko Buyer may by notice to Seller (a "Margin Call") require Seller in such Transactions, at Seller's option, to transfer to Nikko Buyer (A) cash or additional Purchased Securities (B) Additional Loans acceptable to Nikko Buyer in its sole and which conform in all respects absolute discretion (such cash or Additional Loans paid by Seller to the applicable representations and warranties set forth in APPENDICES A, B, C AND D (Buyer are herein referred to as "Additional Purchased SecuritiesLoans"), so that the sum of cash and plus the product of (i) the aggregate Market Value of the Purchased Securities, including any Loans and such Additional Purchased Securities, will thereupon equal or exceed such aggregate Loans and (ii) Buyer's Margin AmountRatio shall at least equal the aggregate outstanding Repurchase Price. Any cash received by Buyer pursuant to a Margin Call shall be applied to reduce the Outstanding Purchase Price. Seller's failure to cure any Margin Deficit as required by the preceding sentence prior to expiration of one (1) Business Day after notice shall constitute an Event of Default under the Transaction Documents and shall entitle Buyer to exercise its remedies under Section 14 of this Agreement (including, without limitation, the liquidation remedy provided for in Section 14(iv) of this Agreement). (b) If any Margin Call is given by Buyer under Section 3(a) of this Agreement, Seller shall transfer cash or Additional Loans as provided in Section 3(a) by no later than one (1) Business Day after the giving of such notice. Notice required pursuant to subsection (aSection 3(a) of this Section 5 Agreement may be given by any means. A notice for the payment , including by telephone, telecopier or delivery in 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 met no later than 5:00 p.m., on the following Business Daytelegraphic transmission. The failure of Nikko, Buyer on any one or more occasions, to exercise its rights hereunder, under Section 3(a) of this Agreement shall not constitute a waiver of such default or change or alter the terms and conditions to which this Agreement is subject or limit the right of Nikko Buyer or Seller to do so at a later date. Buyer and Seller and Nikko each agree that a any failure or delay by Nikko Buyer to exercise its rights hereunder under Section 3(a) of this Agreement shall not limit or waive Nikkosuch party's rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellersuch party. (c) If at any time the product of the aggregate Market Value of all Purchased Loans and Buyer's Margin Ratio shall be greater than the aggregate outstanding Repurchase Price for such Purchased Loans (a "Margin Excess"), then Seller may by notice to Buyer require Buyer to transfer to Seller (1) cash or (2) Purchased Loans that become subject to this Agreement as Additional Loans so that the product of (i) the aggregate Market Value of the Purchased Loans and such Additional Loans and (ii) Buyer's Margin Ratio shall not exceed the aggregate outstanding Repurchase Price. In no event shall any Purchased Loans that did not become subject to this Agreement in the form of Additional Loans be released from the lien of this Agreement due to a Margin Excess. (d) If any notice is given by Seller under Section 3(c) of this Agreement, Buyer shall transfer cash or Additional Loans as provided in Section 3(c) by no later than one (1) Business Day after the giving of such notice. Notice required pursuant to Section 3(c) of this Agreement may be given by any means, including by telephone, telecopier or telegraphic transmission. Buyer and Seller agree that any failure or delay by Seller on any one or more occasions to exercise its rights under Section 3(c) of this Agreement shall not constitute a waiver of such rights or limit such party's rights under Section 3(c) of this Agreement or otherwise existing by law or in any way create additional rights for such party. In addition, in no event shall Buyer be required to create a Margin Deficit in order to comply with Section 3(d) of this Agreement. (e) Any cash transferred to Buyer pursuant to Section 3(a) of this Agreement shall be used to reduce the Repurchase Price. (f) If any representation or warranty within this Agreement is in fact not accurate, then notwithstanding any of the knowledge qualifiers, Buyer has the right to ▇▇▇▇ the asset to market with such frequency as deemed prudent in accordance with this Section 3.

Margin Maintenance. (a) a. If at any time the aggregate Market Value of all any Purchased Securities Mortgage Loan subject to all Transactions a Transaction is less than the aggregate Buyer's ’s Margin Amount for all such Transactions Transaction (a "“Margin Deficit"”), then Nikko Buyer may by notice to any Seller require Seller in such Transactions, at Seller's option, to transfer to Nikko Buyer cash or additional Purchased Securities acceptable to Nikko and which conform in all respects an amount at least equal to the applicable representations and warranties set forth in APPENDICES AMargin Deficit (such requirement, B, C AND D ("Additional Purchased Securities"), so that the cash and aggregate Market Value of the Purchased Securities, including any such Additional Purchased Securities, will thereupon equal or exceed such aggregate Buyer's a “Margin AmountCall”) . (b) b. Notice required delivered pursuant to subsection (aSection 6(a) of this Section 5 may be given by any written means. A Any notice for the payment or delivery in respect of the Margin Deficit received given before 10:00 a.m. New York City time (Eastern time) on a Business DayDay shall be met, must be met and the related Margin Call satisfied, no later than 5:00 p.m. Any (Eastern time) on such Business Day; notice given after 10:00 a.m. (Eastern time) on a Business Day after 10:00 a.m., New York City time, shall be met met, and the related Margin Call satisfied, no later than 5:00 p.m., p.m. (Eastern time) on the following Business DayDay (the foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of NikkoBuyer, 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 Nikko Buyer to do so at a later date. Seller and Nikko Buyer each agree that a failure or delay by Nikko Buyer to exercise its rights hereunder shall not limit or waive Nikko's Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. (a) If at any time the aggregate Market Value of all any Purchased Securities Mortgage Loan subject to all Transactions a Transaction is less than the aggregate Buyer's ’s Margin Amount for all such Transactions Transaction (a "“Margin Deficit"”), then Nikko Buyer may by notice to the named Seller, but not any other party comprising Seller under this Agreement, require Seller in such Transactions, at Seller's option, to transfer to Nikko Buyer cash or additional Purchased Securities acceptable to Nikko and which conform in all respects an amount at least equal to the applicable representations and warranties set forth in APPENDICES AMargin Deficit (such requirement, B, C AND D ("Additional Purchased Securities"a “Margin Call”), so that the cash and aggregate Market Value of the Purchased Securities, including any such Additional Purchased Securities, will thereupon equal or exceed such aggregate Buyer's Margin Amount. (b) Notice required delivered pursuant to subsection (aSection 6(a) of this Section 5 above may be given by any written or electronic means. A Any notice for the payment or delivery in respect of the Margin Deficit received given before 10:00 a.m. New York City time (California time) on a Business DayDay shall be met, must be met and the related Margin Call satisfied, no later than 5:00 p.m. Any (California time) on such Business Day; notice given after 10:00 a.m. (California time) on a Business Day after 10:00 a.m., New York City time, shall be met met, and the related Margin Call satisfied, no later than 5:00 p.m., p.m. (California time) on the following Business DayDay (the foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of NikkoBuyer, 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 Nikko Buyer to do so at a later date. Seller and Nikko Buyer each agree that a failure or delay by Nikko Buyer to exercise its rights hereunder shall not limit or waive Nikko's Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. (c) In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against the Repurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. (a) If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions is less than the aggregate Buyer's Margin Amount for all such Transactions (a "Margin Deficit"), then Nikko may by notice to Seller require Seller in such Transactions, at Seller's option, to transfer to Nikko cash or additional Purchased Securities acceptable to Nikko and which conform in all respects to the applicable representations and warranties set forth in APPENDICES A, B, C AND D ("Additional Purchased Securities"), so that the cash and aggregate Market Value of the Purchased Securities, including any such Additional Purchased Securities, will thereupon equal or exceed such aggregate Buyer's Margin Amount. (b) Notice required pursuant to subsection (a) of this Section 5 may be given by any means. A notice for the payment Buyer to Seller under Section 4(a) is given at or delivery in respect of the Margin Deficit received before 10:00 a.m. New York City time (Eastern time) on a Business Day, must be met no later than 5:00 Seller shall transfer cash and/or, if acceptable to Buyer, Additional Purchased Mortgage Loans to Buyer before 6:00 p.m. Any (Eastern time) on the date of such notice, and if such notice is given after 10:00 a.m. (Eastern time), Seller shall transfer such cash and/or Additional Purchased Mortgage Loans before 1:00 p.m. (Eastern time) on a the Business Day after 10:00 a.m.following the date of such notice. All cash required to be delivered to Buyer pursuant to this Section 4(b) shall be deposited by Seller into the Operating Account and, New York City timeprovided that no Event of Default has occurred and is continuing, shall be met no later than 5:00 p.m.held by Buyer in the Operating Account as security for the Obligations or, on at Buyer’s option, applied by Buyer to reduce pro rata the following Business DayRepurchase Prices of all Purchased Mortgage Loans that are then subject to outstanding Transactions. The failure Following the occurrence and during the continuance of Nikkoany Event of Default, on any one or more occasionssuch cash may be applied to reduce the Repurchase Price of such Purchased Mortgage Loans as Buyer shall select, with the amount to exercise be applied to the Repurchase Price of any particular Purchased Mortgage Loan to be determined by Buyer, using such reasonable method of allocation as Buyer shall elect in its rights hereundersole discretion at the time. Buyer’s election, in its sole and absolute discretion, not to make a Margin Call at any time there is a Margin Deficit shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Nikko to do so at a later date. Seller and Nikko each agree that a failure or delay by Nikko to exercise its rights hereunder shall not limit or waive Nikko's rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellerlimit or impair its right to make a Margin Call at any other time a Margin Deficit exists (or still exists).

Margin Maintenance. (a) If at any time the aggregate Market Value of all Purchased Securities Loans subject to all Transactions is less than the aggregate Buyer's MV Margin Amount for all such Transactions (such event, a "“ Margin Deficit"Deficit ”), then Nikko may Buyer may, by notice to Seller Seller, require Seller in such Transactions, at Seller's option, Transactions to transfer to Nikko Buyer cash or or, at Buyer’s option (and provided Seller has additional Purchased Securities acceptable to Nikko and which conform in all respects to the applicable representations and warranties set forth in APPENDICES AEligible Loans), B, C AND D additional Eligible Loans ("“ Additional Purchased Securities")Loans ”) on a servicing released basis within one (1) Business Day of such notice by Buyer, so that the cash and aggregate Market Value of the Purchased SecuritiesLoans, including any such Additional Purchased SecuritiesLoans, will thereupon equal or exceed such aggregate Buyer's MV Margin AmountAmount (either requirement, a “ Margin Call ”); provided that if Seller transfers cash, Buyer shall deposit such cash into a non-interest bearing account until the next succeeding Repurchase Date. (b) Notice required pursuant to subsection (aSection 6(a) of this Section 5 may be given by any meansmeans provided in Section 21 hereof. A notice for the payment or delivery in 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., at or prior to 11:00 a.m. (New York City time, ) shall be met met, and the related Margin Call satisfied, no later than 5:00 p.m.p.m. (New York City time) on the same Business Day. Any notice given on a Business Day following 11:00 a.m. (New York City time) shall be met, and the related Margin Call satisfied, no later than 1:00 p.m. (New York City time) on the following Business Day. The failure of NikkoBuyer, on any one or more occasions, to exercise its rights hereunderunder this Section 6, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Nikko Buyer to do so at a later date. Seller and Nikko Buyer each agree that a failure or delay by Nikko Buyer to exercise its rights hereunder shall not limit or waive Nikko's 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 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 with respect to any Purchased Securities subject to all Transactions is less than the aggregate Buyer's Margin Amount for all such Transactions (a "Margin Deficit")Asset, then Nikko may Purchaser may, by notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller to make a cash payment in reduction of the Repurchase Price of such Transactions, at Seller's optionPurchased Asset or, to transfer the extent approved by Purchaser in its sole and absolute discretion, to Nikko cash or additional Purchased Securities acceptable deliver other assets to Nikko and which conform in all respects to the applicable representations and warranties set forth in APPENDICES A, B, C AND D ("Additional Purchased Securities"), Purchaser so that the cash and aggregate Market Value of the after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Securities, including any such Additional Purchased Securities, will thereupon equal or exceed such aggregate Buyer's Margin AmountAsset. (b) Notice required pursuant to subsection (a) of this Section 5 may be If a Margin Call is given by Purchaser under Article 4(a) on any means. A notice for the payment Business Day at or delivery in respect of the Margin Deficit received before 10:00 a.m. prior to 12:00 noon (New York City time on a Business Daytime), must Seller shall cure the related Margin Deficit (which may be met by repurchasing the related Purchased Asset in accordance with Article 3(d)) as provided in Article 4(a) by no later than 5:00 p.m. Any notice given on a Business Day after 10:00 a.m., (New York City time) on the next Business Day. For the avoidance of doubt, if a Margin Call is given by Purchaser under Article 4(a) on any Business Day after the time set forth above, such Margin Call shall be met no later than 5:00 p.m., considered given prior to such time on the immediately following Business Day. . (c) The failure of Nikkoor delay by Purchaser, on any one or more occasions, to exercise its rights hereunder, under this Article 4 shall not change or alter the terms and conditions to which this Agreement is subject or limit or waive the right of Nikko Purchaser to do so at a later date. Seller and Nikko each agree that a failure or delay by Nikko to exercise its rights hereunder shall not limit or waive Nikko's rights under this Agreement or otherwise existing by law date or in any way create additional rights for Seller.

Margin Maintenance. (a) 3.1 If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions is less than the aggregate Buyer's any Margin Amount for all such Transactions (a "Margin Deficit")Deficit shall exist, then Nikko may the Buyer may, by written notice to Seller Seller, require Seller in to cure such TransactionsMargin Deficit within the time required by Section 3.2 by either, at Seller's ’s option, to transfer to Nikko cash or additional (i) repurchasing such Purchased Securities acceptable to Nikko and which conform in all respects Asset by payment to the applicable representations and warranties set forth in APPENDICES A, B, C AND D ("Additional Purchased Securities"), so that the cash and aggregate Market Value Buyer of the Repurchase Price therefor or (ii) paying to the Buyer a portion of the Repurchase Price of such Purchased SecuritiesAsset in an aggregate amount equal to the amount of the Margin Deficit. Seller’s failure to cure any Margin Deficit in accordance with this Section 3.1 within the time period specified in Section 3.2 shall constitute an Event of Default under the Transaction Documents and shall entitle the Buyers to exercise their remedies under Section 11 of the Agreement (including, including any such Additional Purchased Securitieswithout limitation, will thereupon equal or exceed such aggregate Buyer's Margin Amount. (b) Notice required pursuant to subsection (athe liquidation remedy provided for in Section 11.2(e) of this Section 5 may be given by any means. A notice for Agreement). 3.2 Seller shall repurchase the payment applicable Purchased Asset or delivery in respect pay a portion of the Margin Deficit received before 10:00 a.m. New York City time on a Business Day, must be met no Repurchase Price pursuant to Section 3.1 not later than 5:00 p.m. Any notice given on a Business Day after 10:00 a.m.4:00 p.m., New York City time, on the second (2nd) Business Day after the date such notice is delivered. Such notice may be given by means of facsimile transmission and shall be met no later than 5:00 p.m., on delivered in accordance with the following Business Dayterms of this Agreement. The failure of Nikko, the Buyer on any one or more occasions, to exercise its rights hereunder, under this Section 3 shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Nikko the Buyer to do so at a later date. Seller and Nikko each agree agrees that a any failure or delay by Nikko the Buyer to exercise its rights hereunder under this Section 3 shall not limit or waive Nikko's the Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. 3.3 Any cash that is transferred to the Buyer pursuant to Section 3.1(i) of this Agreement on account of a Margin Deficit with respect to any Purchased Asset shall be applied to reduce the Repurchase Price for such Purchased Asset under the relevant Transaction.

Margin Maintenance. (a) a. If at any time the aggregate Market outstanding Purchase Price of any Purchased Mortgage Loan subject to a Transaction is greater than the Asset Value of all such Purchased Securities Mortgage Loan subject to all Transactions is less than the aggregate Buyer's Margin Amount for all such Transactions a Transaction (a "“Margin Deficit"”), then Nikko Buyer may by notice to Seller require Seller in such Transactions, at Seller's option, to transfer to Nikko Buyer cash or additional Purchased Securities acceptable to Nikko and which conform in all respects an amount at least equal to the applicable representations and warranties set forth in APPENDICES AMargin Deficit (such requirement, B, C AND D ("Additional Purchased Securities"), so that the cash and aggregate Market Value of the Purchased Securities, including any such Additional Purchased Securities, will thereupon equal or exceed such aggregate Buyer's a “Margin AmountCall”) . (b) b. Notice required delivered pursuant to subsection (aSection 6(a) of this Section 5 may be given by any written or electronic means. A With respect to all Margin Calls, any notice for the payment or delivery in respect of the Margin Deficit received given before 10:00 a.m. (New York City time time) on a Business DayDay shall be met, must be met and the related Margin Call satisfied, no later than 5:00 p.m. Any (New York City time) on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day after 10:00 a.m.shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time, shall be met no later than 5:00 p.m., ) on the following Business DayDay (the foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of NikkoBuyer, 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 Nikko Buyer to do so at a later date. Seller and Nikko Buyer each agree that a failure or delay by Nikko Buyer to exercise its rights hereunder shall not limit or waive Nikko's Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. c. In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loan, Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against the Repurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

Margin Maintenance. (a) If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions is less than the aggregate Buyer's Margin Amount for all such Transactions (a "Margin Deficit"), then Nikko may by notice to Seller require Seller in such Transactions, at Seller's option, to transfer to Nikko cash or additional Purchased Securities acceptable to Nikko and which conform in all respects to the applicable representations and warranties set forth in APPENDICES A, B, C AND D ("Additional Purchased Securities"), so that the cash and aggregate Market Value of the Purchased Securities, including any such Additional Purchased Securities, will thereupon equal or exceed such aggregate Buyer's Margin Amount. (b) Notice required pursuant to subsection (a) of this Section 5 may be given by any means. A notice for the payment Buyer to Sellers under Section 4(a) is given at or delivery in respect of the Margin Deficit received before 10:00 a.m. New York City time (Eastern time) on a Business Day, must be met no later than 5:00 Sellers shall transfer cash and/or, if acceptable to Buyer, Additional Purchased Mortgage Loans to Buyer before 6:00 p.m. Any (Eastern time) on the date of such notice, and if such notice is given after 10:00 a.m. (Eastern time), Sellers shall transfer such cash and/or Additional Purchased Mortgage Loans before 1:00 p.m. (Eastern time) on a the Business Day after 10:00 a.m.following the date of such notice. All cash required to be delivered to Buyer pursuant to this Section 4(b) shall be deposited by Sellers into the Operating Account and, New York City timeprovided that no Event of Default has occurred and is continuing, shall be met no later than 5:00 p.m.held by Buyer in the Operating Account as security for the Obligations or, on at Buyer’s option, applied by Buyer to reduce pro rata the following Business DayRepurchase Prices of all Purchased Mortgage Loans that are then subject to outstanding Transactions. The failure Following the occurrence and during the continuance of Nikkoany Event of Default, on any one or more occasionssuch cash may be applied to reduce the Repurchase Price of such Purchased Mortgage Loans as Buyer shall select, with the amount to exercise be applied to the Repurchase Price of any particular Purchased Mortgage Loan to be determined by Buyer, using such reasonable method of allocation as Buyer shall elect in its rights hereundersole discretion at the time. Buyer’s election, in its sole and absolute discretion, not to make a Margin Call at any time there is a Margin Deficit shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Nikko to do so at a later date. Seller and Nikko each agree that a failure or delay by Nikko to exercise its rights hereunder shall not limit or waive Nikko's rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellerlimit or impair its right to make a Margin Call at any other time a Margin Deficit exists (or still exists).

Margin Maintenance. (a) If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions is less than the aggregate Buyer's Margin Amount for all such Transactions (a "Margin Deficit"), then Nikko may by notice to Seller require Seller in such Transactions, at Seller's option, to transfer to Nikko cash or additional Purchased Securities acceptable to Nikko and which conform in all respects to the applicable representations and warranties set forth in APPENDICES A, B, C AND D ("Additional Purchased Securities"), so that the cash and aggregate Market Value of the Purchased Securities, including any such Additional Purchased Securities, will thereupon equal or exceed such aggregate Buyer's Margin Amount. (b) Notice required pursuant to subsection (a) of this Section 5 may be given by any means. A notice for the payment Buyer to Seller under Section 4(a) is given at or delivery in respect of the Margin Deficit received before 10:00 11:00 a.m. New York City time (Eastern time) on a Business Day, must Seller shall transfer cash and/or, if acceptable to Buyer, Additional Purchased Mortgage Loans to Buyer before 6:00 p.m. (Eastern time) on the date of such notice, and if such notice is given after 11:00 a.m. (Eastern time), Seller shall transfer such cash and/or Additional Purchased Mortgage Loans before 10:30 a.m. (Eastern time) on the Business Day following the date of such notice. All cash required to be met delivered to Buyer pursuant to this Section 4(b) shall be deposited by Seller into the Operating Account and, provided that no later than 5:00 Event of Default has occurred and is continuing, if received by 3:30 p.m. Any notice given (Eastern Time) shall be applied by Buyer on a the Business Day received to reduce pro rata the Purchase Prices of all Purchased Mortgage Loans that are then subject to outstanding Transactions, or if received after such time, will be held by Buyer in the Operating Account as security for the Obligations until the next Business Day after 10:00 a.m.such deposit, New York City when it will be so applied. Following the occurrence and during the continuance of any Event of Default, any such cash may be applied to reduce the Repurchase Price of such Purchased Mortgage Loans as Buyer shall select, with the amount to be applied to the Repurchase Price of any particular Purchased Mortgage Loan to be determined by Buyer, using such reasonable method of allocation as Buyer shall elect in its sole discretion at the time. Buyer’s election, shall be met no later than 5:00 p.m.in its sole and absolute discretion, on the following Business Day. The failure of Nikko, on not to make a Margin Call at any one or more occasions, to exercise its rights hereunder, time there is a Margin Deficit shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Nikko to do so at a later date. Seller and Nikko each agree that a failure or delay by Nikko to exercise its rights hereunder shall not limit or waive Nikko's rights under this Agreement or otherwise existing by law or in any way create additional rights for Sellerlimit or impair its right to make a Margin Call at any other time a Margin Deficit exists (or still exists).

Margin Maintenance. (a) a. If at any time the aggregate Market Value of all Purchased Securities Assets subject to all Transactions is less than the aggregate Buyer's Margin Amount for all such Transactions (such event, a "Margin Deficit"), then Nikko Buyer may by notice to Seller the Sellers require Seller the Sellers in such Transactions, at Seller's option, Transactions to transfer to Nikko Buyer either cash or additional Purchased Securities Eligible Assets acceptable to Nikko and which conform Buyer in all respects to the applicable representations and warranties set forth in APPENDICES A, B, C AND D its sole discretion ("Additional Purchased SecuritiesAssets") within one (1) Business Day of such notice by Buyer (it being understood that the transfer of additional Eligible Assets to the Custodian and not the review by the Custodian of the additional Eligible Assets and subsequent issuance by the Custodian of a Trust Receipt shall satisfy the requirement to "transfer additional Eligible Assets"), so that the cash and aggregate Market Value of the Purchased Securities, Assets including any such Additional Purchased Securities, Assets will thereupon equal or exceed such the aggregate Buyer's Margin AmountAmount (such requirement, a "Margin Call"). (b) b. Notice required pursuant to subsection (aSection 6(a) of this Section 5 may be given by any meansmeans provided in Section 36 hereof. A Any notice for the payment or delivery in respect of the Margin Deficit received given before 10:00 a.m. New York City time on a Business DayDay shall be met, must be met and the related Margin Call satisfied, no later than 5:00 4:00 p.m. Any New York City time on such Business Day; notice given after 10:00 a.m. New York City time on a Business Day after 10:00 a.m.shall be met, and the related Margin Call satisfied, no later than 4:00 p.m. New York City time, shall be met no later than 5:00 p.m., time on the following Business Day. The failure of NikkoBuyer, 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 Nikko Buyer to do so at a later date. Seller Sellers and Nikko Buyer each agree that a failure or delay by Nikko Buyer to exercise its rights hereunder shall not limit or waive NikkoBuyer's rights under this Agreement or otherwise existing by law or in any way create additional rights for SellerSellers.

Margin Maintenance. (a) If at Upon the occurrence and continuation of a Credit Event with respect to any Purchased Asset or Contributed Swingline Loan, Purchaser may, in its sole discretion exercised in good-faith, re-determine the Market Value for such Purchased Asset or Contributed Swingline Loan. At any time that a Margin Deficit with respect to any Purchased Asset or Contributed Swingline Loan exceeds an amount equal to the aggregate Market Value lesser of all (i) $500,000 or (ii) two percent (2%) of the Purchase Price of such Purchased Securities subject to all Transactions is less than the aggregate Buyer's Margin Amount for all such Transactions (a "Margin Deficit")Asset or Contributed Swingline Loan, then Nikko Purchaser may by deliver written notice to Seller require Seller substantially in such Transactions, at Seller's option, to transfer to Nikko cash or additional Purchased Securities acceptable to Nikko and which conform in all respects to the applicable representations and warranties set forth in APPENDICES A, B, C AND D form of Exhibit VIII ("Additional Purchased Securities"a “Margin Call Notice”), so that the cash and aggregate Market Value of the Purchased Securities, including any such Additional Purchased Securities, will thereupon equal or exceed such aggregate Buyer's Margin Amount. (b) Notice required pursuant to subsection (a) of this Section 5 may be given by any means. A notice for the payment or delivery in respect of the Margin Deficit received before No later than 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) on the second (2nd) Business Day following receipt of such Margin Call Notice, Seller shall (at Seller’s election) utilize one of any combination of the following, so that after giving effect to such payment or repurchase, no Margin Deficit shall be met no later than 5:00 p.m., on outstanding: (A) make a payment in reduction of the following Business Day. Purchase Prices of one or more Purchased Assets or Contributed Swingline Loan; or (B) repurchase one of more Purchased Assets or repay the related Swingline Advance Amount pursuant to Article 3(d). (c) The failure of Nikkoor delay by Purchaser or Seller, on any one or more occasions, to exercise its rights hereunder, under this Article 4 shall not (i) change or alter the terms and conditions to which of this Agreement is subject Agreement, (ii) limit or limit waive the right of Nikko to do so at a later date. Purchaser or Seller and Nikko each agree that a failure or delay by Nikko to exercise its rights hereunder shall not limit or waive Nikko's rights under this Agreement at a later date or otherwise existing by law or (iii) in any way create additional rights for Sellerany party hereto.

Margin Maintenance. (a) If Purchaser may, at any time its option in its sole and absolute discretion, re-determine the aggregate Market Value for any Mortgaged Property securing a Purchased Asset in accordance with the definition of all Market Value. If (i) there exists a Margin Deficit Event with respect to any Purchased Securities subject to all Transactions is less Asset, and (ii) the related Margin Deficit equals an amount greater than the aggregate Buyer's Margin Amount for all Deficit Threshold with respect to such Transactions (a "Margin Deficit")Purchased Asset, then Nikko may Purchaser may, by notice to Seller substantially in the form of Exhibit VIII hereto (a “Margin Call”), require Seller to make a cash payment in reduction of the Repurchase Price of such Transactions, at Seller's optionPurchased Asset or, to transfer the extent approved by Purchaser in its sole and absolute discretion, to Nikko cash or additional Purchased Securities acceptable deliver other assets to Nikko and which conform in all respects to the applicable representations and warranties set forth in APPENDICES A, B, C AND D ("Additional Purchased Securities"), Purchaser so that the cash and aggregate Market Value of the after giving effect to such payment or delivery, no Margin Deficit shall exist with respect to such Purchased Securities, including any such Additional Purchased Securities, will thereupon equal or exceed such aggregate Buyer's Margin AmountAsset. (b) Notice required pursuant to subsection (a) of this Section 5 may be If a Margin Call is given by Purchaser under Article 4(a) on any means. A notice for the payment Business Day at or delivery in respect of the Margin Deficit received before 10:00 a.m. prior to 12:00 noon (New York City time on a Business Daytime), must Seller shall cure the related Margin Deficit(s) (which may be met by repurchasing the related Purchased Asset in accordance with Article 3(d)) as provided in Article 4(a) by no later than 5:00 p.m. Any notice given on a Business Day after 10:00 a.m., (New York City time) on the next Business Day. For the avoidance of doubt, if a Margin Call is given by Purchaser under Article 4(a) on any Business Day after the time set forth above, such Margin Call shall be met no later than 5:00 p.m., considered given prior to such time on the immediately following Business Day. . (c) The failure of Nikkoor delay by Purchaser, on any one or more occasions, to exercise its rights hereunder, under this Article 4 shall not change or alter the terms and conditions to which this Agreement is subject or limit or waive the right of Nikko Purchaser to do so at a later date. Seller and Nikko each agree that a failure or delay by Nikko to exercise its rights hereunder shall not limit or waive Nikko's rights under this Agreement or otherwise existing by law date or in any way create additional rights for Seller.

Margin Maintenance. (a) 3.1 If at any time any Margin Deficit shall exist, then the Buyer may, by written notice to Seller, require Seller to either (i) immediately repurchase such Purchased Asset by payment to the Buyer of the Repurchase Price therefor or (ii) pay to the Buyer a portion of the Repurchase Price of such Purchased Asset in an aggregate Market Value amount equal to the amount of all Purchased Securities subject to all Transactions is less than the aggregate Buyer's Margin Amount for all such Transactions (a "Margin Deficit"), then Nikko may by notice . Seller’s failure to Seller require Seller cure any Margin Deficit in such Transactions, at Seller's option, accordance with this Section 3.1 within the time period specified in Section 3.2 shall constitute an Event of Default under the Transaction Documents and shall entitle the Buyers to transfer to Nikko cash or additional Purchased Securities acceptable to Nikko and which conform in all respects to the applicable representations and warranties set forth in APPENDICES A, B, C AND D ("Additional Purchased Securities"), so that the cash and aggregate Market Value exercise their remedies under Section 11 of the Purchased SecuritiesAgreement (including, including any such Additional Purchased Securitieswithout limitation, will thereupon equal or exceed such aggregate Buyer's Margin Amount. (b) Notice required pursuant to subsection (athe liquidation remedy provided for in Section 11.2(e) of this Section 5 may be given by any means. A notice for Agreement). 3.2 Seller shall repurchase the payment applicable Purchased Asset or delivery in respect pay a portion of the Margin Deficit received before 10:00 a.m. Repurchase Price pursuant to Section 3.1 not later than 4:00 p.m., New York City time time, on a Business Day, must be met no (i) if the Buyer shall have delivered to Seller the notice contemplated in Section 3.1 not later than 5:00 p.m. Any notice given on a Business Day after 10:00 11:00 a.m., New York City time, shall be met no later than 5:00 p.m., on the following any Business Day. The failure of Nikko, the first (1st) Business Day after the date such notice is delivered and (ii) if the Buyer shall have delivered to Seller the notice contemplated in Section 3.1 after 11:00 a.m., New York City time, on any one or more occasionsBusiness Day, to exercise its rights hereunder, the second (2nd) Business Day after the date such notice is delivered. Such notice may be given by means of facsimile transmission and shall not change or alter be delivered in accordance with the terms and conditions to which this Agreement is subject or limit the right of Nikko to do so at a later date. Seller and Nikko each agree that a failure or delay by Nikko to exercise its rights hereunder shall not limit or waive Nikko's rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller.this

Margin Maintenance. (a) 3.1 If at any time any Margin Deficit shall exist, then the Buyer may, by written notice to Seller, require Seller to either (i) immediately repurchase such Purchased Asset by payment to the Buyer of the Repurchase Price therefor or (ii) pay to the Buyer a portion of the Repurchase Price of such Purchased Asset in an aggregate Market Value amount equal to the amount of all Purchased Securities subject to all Transactions is less than the aggregate Buyer's Margin Amount for all such Transactions (a "Margin Deficit"), then Nikko may by notice to Seller require Seller in such Transactions, at . Seller's option, failure to transfer cure any Margin Deficit in accordance with this Section 3.1 within the time period specified in Section 3.2 shall constitute an Event of Default under the Transaction Documents and shall entitle the Buyers to Nikko cash or additional Purchased Securities acceptable to Nikko and which conform in all respects to the applicable representations and warranties set forth in APPENDICES A, B, C AND D ("Additional Purchased Securities"), so that the cash and aggregate Market Value exercise their remedies under Section 11 of the Purchased SecuritiesAgreement (including, including any such Additional Purchased Securitieswithout limitation, will thereupon equal or exceed such aggregate Buyer's Margin Amount. (b) Notice required pursuant to subsection (athe liquidation remedy provided for in Section 11.2(e) of this Section 5 may be given by any means. A notice for Agreement). 3.2 Seller shall repurchase the payment applicable Purchased Asset or delivery in respect pay a portion of the Margin Deficit received before 10:00 a.m. Repurchase Price pursuant to Section 3.1 not later than 4:00 p.m., New York City time time, on a Business Day, must be met no (i) if the Buyer shall have delivered to Seller the notice contemplated in Section 3.1 not later than 5:00 p.m. Any notice given on a Business Day after 10:00 11:00 a.m., New York City time, on any Business Day, the first (1st) Business Day after the date such notice is delivered and (ii) if the Buyer shall have delivered to Seller the notice contemplated in Section 3.1 after 11:00 a.m., New York City time, on any Business Day, the second (2nd) Business Day after the date such notice is delivered. Such notice may be given by means of facsimile transmission and shall be met no later than 5:00 p.m., on delivered in accordance with the following Business Dayterms of this Agreement. The failure of Nikko, the Buyer on any one or more occasions, to exercise its rights hereunder, under this Section 3 shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Nikko the Buyer to do so at a later date. Seller and Nikko each agree agrees that a any failure or delay by Nikko the Buyer to exercise its rights hereunder under this Section 3 shall not limit or waive Nikkothe Buyer's rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller. 3.3 Any cash that is transferred to the Buyer pursuant to Section 3.1(i) of this Agreement on account of a Margin Deficit with respect to any Purchased Asset shall be applied to reduce the Repurchase Price for such Purchased Asset under the relevant Transaction and in such a manner as to produce the lowest possible Breakage Costs.