PURCHASE PRICE AND THEREFORE,
(I) SECURED PARTY OR THE DEBTOR, AS THE CASE MAY BE, SHALL NOT BE CHARGED WITH
ANY HOLD BACK REDUCTION UNTIL BUYER HAS SUFFERED A LOSS OR LOSSES WHICH, IN THE
AGGREGATE, EXCEED THE LOSS ADJUSTMENT AND (II) IN THE EVENT BUYER DOES NOT
EXPERIENCE A LOSS OR LOSSES WHICH, IN THE AGGREGATE, EXCEED THE LOSS ADJUSTMENT,
THEN SECURED PARTY OR THE DEBTOR, AS THE CASE MAY BE, SHALL NOT BE ENTITLED AND
SHALL NOT BE REFUNDED ANY UNUSED PORTION OF THE LOSS ADJUSTMENT.
(C)
BUYER SHALL PAY TO THE PARTY ENTITLED TO
PAYMENT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 7, ON ACCOUNT OF THE HOLD
BACK AMOUNT, A SUM CALCULATED BY MULTIPLYING
AN AMOUNT THAT IS EIGHTY-FIVE PERCENT (85%) OF THE PORTFOLIO YIELD FOR THE
PERIOD FOR WHICH THE CALCULATION IS BEING MADE BY A FRACTION, THE NUMERATOR OF
WHICH IS THE HOLD BACK AMOUNT, AS ADJUSTED FROM TIME TO TIME, AND THE
DENOMINATOR OF WHICH IS THE TOTAL AVERAGE UNPAID PRINCIPAL BALANCE DUE ON THE
PORTFOLIO FOR THE MONTH IN WHICH THE CALCULATION IS MADE (THE "YIELD SHARE").
HOWEVER, IN THE EVENT THAT, IN ANY MONTH, THE PORTFOLIO YIELD ACTUALLY RECEIVED
BY BUYER SHALL BE LESS THAN THE AMOUNT BUYER IS CONTRACTUALLY ENTITLED TO
RECEIVE IN ACCORDANCE WITH THE TERMS OF THE LOAN DOCUMENTS, NO PAYMENT OF THE
YIELD SHARE SHALL BE PAID UNTIL ALL OF THE BUYER PAYMENTS (AS DEFINED BELOW)
OWED TO BUYER SHALL HAVE BEEN ACTUALLY RECEIVED BY BUYER.
FOR THE AVOIDANCE OF
DOUBT, IF IN ANY MONTH A LOAN IN THE PORTFOLIO SHALL BE IN DEFAULT OF PAYMENT OF
PRINCIPAL, INTEREST, FEES, LATE CHARGES OR EXPENSES, INCLUDING LEGAL FEES DUE TO
BUYER ("BUYER PAYMENTS") WITH REGARD TO ONE OR MORE LOANS OR IF BUYER SHALL,
BASED UPON ITS THEN EXISTING POLICIES, PLACE ONE OR MORE LOANS ON NON-ACCRUAL
STATUS ON BUYER'S BOOKS AND RECORDS, THE AMOUNT OF THE PORTFOLIO YIELD OTHERWISE
DUE AS HEREIN PROVIDED SHALL BE WITHHELD AND PAID TO BUYER UNTIL SUCH TIME AS
BUYER SHALL HAVE BEEN PAID, IN FULL, ALL BUYER PAYMENTS DUE TO BUYER.
FOR
EXAMPLE, IF AN OBLIGOR DEFAULTS ON PAYMENT OF $3,000 IN BUYER PAYMENTS, THEN,
(A) OUT OF THE YIELD SHARE, BUYER SHALL BE PAID $3,000 AND (B) UNTIL BUYER HAS
BEEN PAID ALL BUYER PAYMENTS IN FULL, NO PAYMENT ON ACCOUNT OF THE YIELD SHARE
SHALL BE PAID.
(D)
BUYER SHALL:
(I) ON OR PRIOR TO THE 10TH DAY OF EACH MONTH, PROVIDE THE PARTY ENTITLED TO
PAYMENT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 7, WITH (Y) A STATEMENT OF
THE PORTFOLIO YIELD WITH RESPECT TO EACH LOAN AND (Z) THE ADJUSTED HOLD BACK
AMOUNT; AND
(II) ON OR PRIOR TO THE 10TH DAY OF FEBRUARY AND AUGUST OF EACH YEAR, PAY OR
OTHERWISE ACCOUNT TO EACH PARTY THEN ENTITLED TO ANY PAYMENTS PURSUANT TO
SECTION 7: (Y) THE YIELD SHARE; AND (Z) THE ADJUSTMENT TO THE HOLD BACK AMOUNT,
IF ANY, CALCULATED PURSUANT TO SECTION 3.3(B); PROVIDED,