LOAN FILE FOR EACH LOAN OR LLC INTERESTS SUBJECT TO SUCH TRANSACTION
IN ACCORDANCE WITH THE TERMS OF THE CUSTODY AGREEMENT.
IN THE EVENT THAT ON ANY
NOTICE DATE THE RATIO OF THE OUTSTANDING NOTE PRINCIPAL BALANCE PLUS THE
OUTSTANDING PURCHASE PRICE FOR PURCHASED ASSETS THAT ARE LLC INTERESTS OVER THE
AGGREGATE COLLATERAL VALUE IS GREATER THAN OR EQUAL TO 85%, ANY TRANSACTION THAT
SELLER SHALL REQUEST ON SUCH NOTICE DATE SHALL REQUIRE THE CONSENT OF BUYER IN
ITS SOLE DISCRETION; PROVIDED, HOWEVER, THAT ANY SUCH NOTICE DATE OCCURS AFTER
THE FIRST SECURITIZATION OF PURCHASED ASSETS FOLLOWING THE CLOSING DATE.
17
B)
IN THE EVENT THAT THE PARTIES HERETO
DESIRE TO ENTER INTO A TRANSACTION ON TERMS OTHER THAN AS SET FORTH HEREIN, THE
PARTIES SHALL EXECUTE A "CONFIRMATION" SPECIFYING SUCH TERMS PRIOR TO ENTERING
INTO SUCH TRANSACTION. ANY SUCH CONFIRMATION AND THE RELATED TRANSACTION NOTICE,
TOGETHER WITH THIS AGREEMENT, SHALL CONSTITUTE CONCLUSIVE EVIDENCE OF THE TERMS
AGREED BETWEEN BUYER AND SELLER WITH RESPECT TO THE TRANSACTION TO WHICH THE
CONFIRMATION RELATES.
5.
PAYMENT AND TRANSFER
Unless otherwise agreed, all transfers of funds hereunder shall be in
immediately available funds and all Purchased Assets transferred shall be
transferred to Custodian pursuant to the Custody Agreement. Any Repurchase Price
received by Buyer after 2:00 p.m. (New York City time) shall be applied on the
next succeeding Business Day.
6.
MARGIN MAINTENANCE
A)
IF AT ANY TIME THE AGGREGATE MARKET
VALUE OF ALL PURCHASED ASSETS SUBJECT TO ALL TRANSACTIONS IS LESS THAN THE
AGGREGATE BUYER'S MARGIN AMOUNT FOR ALL SUCH TRANSACTIONS (A "MARGIN DEFICIT"),
THEN BUYER MAY BY NOTICE TO SELLER REQUIRE SELLER IN SUCH TRANSACTIONS, AT
BUYER'S OPTION, TO TRANSFER TO BUYER CASH, ADDITIONAL LOANS OR LLC INTERESTS
ACCEPTABLE TO BUYER IN ITS SOLE DISCRETION ("ADDITIONAL PURCHASED ASSETS"), SO
THAT THE CASH AND AGGREGATE MARKET VALUE OF THE PURCHASED ASSETS, INCLUDING ANY
SUCH ADDITIONAL PURCHASED ASSETS, WILL THEREUPON EQUAL OR EXCEED SUCH AGGREGATE
BUYER'S MARGIN AMOUNT (SUCH REQUIREMENT, A "MARGIN CALL").
B)
NOTICE REQUIRED PURSUANT TO THIS SECTION
6 MAY BE GIVEN BY ANY MEANS PROVIDED IN SECTION 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, NO LATER THAN 5:00 P.M. (NEW YORK CITY TIME) ON
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
HEREUNDER, SHALL NOT CHANGE OR ALTER THE TERMS AND CONDITIONS TO WHICH THIS
AGREEMENT IS SUBJECT OR LIMIT THE RIGHT OF BUYER TO DO SO AT A LATER DATE.
SELLER AND BUYER EACH AGREE THAT A FAILURE OR DELAY BY BUYER TO EXERCISE ITS
RIGHTS HEREUNDER SHALL NOT LIMIT OR WAIVE BUYER'S RIGHTS UNDER THIS AGREEMENT OR
OTHERWISE EXISTING BY LAW