UNLESS
OTHERWISE
16
AGREED, (X) WITH RESPECT TO THE LLC INTERESTS, TO THE EXTENT BUYER DOES NOT HAVE
ACCESS TO SUCH REPORT THROUGH CITIBANK, N.A., SELLER SHALL PROVIDE TO BUYER THE
MOST RECENT TRUSTEE REPORT IMMEDIATELY UPON SELLER'S RECEIPT OF SAME, (Y) THE
ACCRUED AND UNPAID PRICE DIFFERENTIAL SHALL BE CALCULATED BEGINNING ON THE FIRST
DAY AND ENDING ON THE LAST DAY OF THE CALENDAR MONTH PRIOR TO THE RELATED
REPURCHASE DATE AND SETTLED IN CASH ON EACH RELATED REPURCHASE DATE AND (Z) THE
PRICING RATE SHALL BE AS SET FORTH IN THE SIDE LETTER.
IN THE EVENT A PRICING
RATE IS BASED ON A LIBO RATE THAT IS NOT FIXED FOR ANY SUCH PERIOD, AGENT SHALL
ESTABLISH A LIBO RATE ON EACH BUSINESS DAY, BASED ON ONE-MONTH LIBO RATE FOR
EACH SUCH DAY, AND THE PRICING RATE WILL CHANGE UPON EACH CHANGE IN LIBO RATE.
4.
ENTERING INTO TRANSACTIONS; TRANSACTION
NOTICE, CONFIRMATIONS
A)
UNLESS OTHERWISE AGREED, SELLER SHALL GIVE
BUYER NOTICE BY NO LATER THAN 5:00 P.M. (NEW YORK CITY TIME) ON THE DAY THAT IS
TWO BUSINESS DAYS PRIOR TO ANY PROPOSED PURCHASE DATE (THE DATE ON WHICH SUCH
NOTICE IS GIVEN, THE "NOTICE DATE"). ON THE NOTICE DATE, SELLER SHALL REQUEST
THAT BUYER ENTER INTO A TRANSACTION BY FURNISHING TO BUYER A TRANSACTION NOTICE,
LOAN SCHEDULE AND ASSET BASE CERTIFICATE.
THE SELLER SHALL DELIVER TO CUSTODIAN
A TRANSACTION NOTICE, THE RELATED LOAN SCHEDULE AND THE RELATED CUSTODIAN'S LOAN
FILE FOR EACH LOAN OR LLC INTERESTS SUBJECT TO SUCH TRANSACTION IN ACCORDANCE
WITH THE TERMS OF THE CUSTODY AGREEMENT.
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 the 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 SECTION 6 MAY