IMMEDIATELY FOLLOWING BUSINESS DAY) FOLLOWING THE RELATED
INITIAL PURCHASE DATE (THE DAY OF THE MONTH SO DETERMINED FOR EACH MONTH, OR ANY
OTHER DATE DESIGNATED BY SELLER TO BUYER FOR SUCH A REPURCHASE ON AT LEAST ONE
(1) BUSINESS DAY'S PRIOR NOTICE TO BUYER, A "REPURCHASE DATE," WHICH TERM SHALL
ALSO INCLUDE THE DATE DETERMINED BY APPLICATION OF SECTION 20) SHALL
AUTOMATICALLY BECOME SUBJECT TO A NEW TRANSACTION UNLESS BUYER IS NOTIFIED BY
SELLER AT LEAST ONE (1) BUSINESS DAY PRIOR TO THE RELATED REPURCHASE DATE;
PROVIDED, THAT IF THE REPURCHASE DATE SO DETERMINED IS LATER THAN THE
TERMINATION DATE, THE REPURCHASE DATE FOR SUCH TRANSACTION SHALL AUTOMATICALLY
RESET TO THE TERMINATION DATE, AND THE PROVISIONS OF THIS SENTENCE AS IT MIGHT
RELATE TO A NEW TRANSACTION SHALL EXPIRE ON SUCH DATE. FOR EACH PURCHASED ASSET
SUBJECT TO A TRANSACTION, UNLESS OTHERWISE 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.
NOTWITHSTANDING ANY OTHER
PROVISION HEREIN OR IN ANY PROGRAM DOCUMENT, SELLER MUST REPURCHASE FROM BUYER
EACH PURCHASED ASSET NOT LATER THAN ONE (1) YEAR AFTER THE TRANSFER OF THE
RELATED ELIGIBLE ASSET FROM SELLER TO BUYER.
THE REPURCHASE DATE FOR EACH
TRANSACTION WILL NOT OCCUR MORE THAN THIRTY-FIVE (35) DAYS FOLLOWING THE
PURCHASE DATE FOR SUCH TRANSACTION.
C)
IN THE EVENT SPIRIT SELLER SHALL HAVE NO
FURTHER PURCHASED ASSETS SUBJECT TO ANY OUTSTANDING TRANSACTIONS, THEN, UPON
NOTICE OF AT LEAST THREE (3) BUSINESS DAYS' PRIOR NOTICE TO BUYER, SPIRIT SELLER
MAY WITHDRAW AS A SELLER AND THIS AGREEMENT AND ANY OTHER PROGRAM DOCUMENT SHALL
HAVE NO FURTHER FORCE AND EFFECT WITH RESPECT TO SPIRIT SELLER AS A SELLER
HEREUNDER AND THEREUNDER.
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 (2) 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, ASSET SCHEDULE AND ASSET BASE CERTIFICATE.
SELLER SHALL DELIVER TO
CUSTODIAN A TRANSACTION NOTICE, THE RELATED ASSET SCHEDULE AND THE RELATED
CUSTODIAN'S