Common use of Valuation Clause in Contracts

Valuation. (a) Repo Custodian shall confirm the Market Value of Securities and the amount of Cash Collateral, if any (i) on the Sale Date prior to transferring the Sale Price out of the Transaction Account to the Seller Account against the receipt from Seller of the Securities and Cash Collateral, if any, and (ii) on each Valuation Day on which such repurchase transaction is outstanding. If on any Valuation Day the aggregate Market Value of the Securities and Cash Collateral with respect to any repurchase transaction is less than the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day) for such transaction, Repo Custodian shall promptly, but in any case no later than 10:00 a.m. the following Valuation Day, notify Seller. If on any Valuation Day the aggregate market value of the Securities and Cash Collateral with respect to any repurchase transaction is less than the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day) for such transaction, and Seller fails to deliver additional Eligible Securities applicable to such repurchase transaction or an additional amount of Cash Collateral by the close of business on such Valuation Day such that the aggregate market value of the Securities and Cash Collateral at least equals the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day), Repo Custodian shall promptly, but in any event no later than 10:00 a.m. the following Valuation Day, notify the Participating Funds of such failure. (b) Repo Custodian shall determine the bid side portion of the Market Value of the Securities by reference to the independent pricing services ("Pricing Services") set forth on Schedule B. It is understood and agreed that Repo Custodian shall use the prices made available by the Pricing Services at the close of business of the preceding Valuation Day. In the event that Repo Custodian is unable to obtain a valuation of any Securities from the Pricing Services, Repo Custodian shall request a bid quotation from a broker's broker or a broker dealer, set forth in Schedule B, other than Seller. In the event Repo Custodian is unable to obtain a bid quotation for any Securities from such a broker's broker or a broker dealer, Repo Custodian (i) shall not include any such Securities in the determination of whether the aggregate Market Value of the Securities and any Cash Collateral equals at least the Margin Percentage of the Repurchase Price and (ii) shall redeliver such Securities to Seller if the Market Value of all other Securities and any Cash Collateral with respect to such repurchase transaction equals at least the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day). The Repo Custodian may rely on prices quoted by Pricing Services, broker's brokers or broker dealers, except Seller, as set forth in Schedule B. (c) (i) If, on any Valuation Day, the aggregate Market Value of the Securities and any Cash Collateral with respect to a repurchase transaction is less than the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day) applicable to such repurchase transaction, Repo Custodian shall deliver to the Participating Funds an amount of additional Eligible Securities applicable to such repurchase transaction and/or debit the Seller Account and credit the Transaction Account with an additional amount of Cash Collateral, such that the aggregate Market Value of all Securities and any Cash Collateral with respect to such repurchase transaction shall equal at least the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day) applicable to such repurchase transaction.

Valuation. (a) Repo Custodian shall confirm the Market Value of Securities and the amount of Cash Collateral, if any (i) on the Sale Date prior to transferring the Sale Price out of the Transaction Account to the Seller Account against the receipt from Seller of the Securities and Cash Collateral, if any, and (ii) on each Valuation Banking Day on which such repurchase transaction is outstanding. If on any Valuation Banking Day the aggregate Market Value of the Securities and Cash Collateral with respect to any repurchase transaction is less than the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Banking Day) for such transaction, Repo Custodian shall promptly, but in any case no later than 10:00 a.m. the following Valuation Banking Day, notify Seller. If on any Valuation Banking Day the aggregate market value of the Securities and Cash Collateral with respect to any repurchase transaction is less than the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Banking Day) for such transaction, and Seller fails to deliver additional Eligible Securities applicable to such repurchase transaction or an additional amount of Cash Collateral by the close of business on such Valuation Banking Day such that the aggregate market value of the Securities and Cash Collateral at least equals the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Banking Day), Repo Custodian shall promptly, but in any event no later than 10:00 a.m. the following Valuation Banking Day, notify the Participating Funds of such failure. For purposes of determining Seller's margin maintenance requirements on the Sale Date for repurchase transactions in which the Repurchase Date is the Banking Day immediately following the Sale Date, such aggregate market value shall equal at least the Margin Percentage of the Sale Price. (b) Repo Custodian shall determine the bid side portion of the Market Value of the Securities by reference to the independent pricing services ("Pricing Services") set forth on Schedule B. It is understood and agreed that Repo Custodian shall use the prices made available by the Pricing Services at on the close Banking Day of business such determination unless Seller and the Participating Funds mutually agree that some other prices shall be used and so notify Repo Custodian by proper instructions of the preceding Valuation Daysum of the prices of all such Securities priced in such different manner. In the event that Repo Custodian is unable to obtain a valuation of any Securities from the Pricing Services, Repo Custodian shall request a bid quotation from a broker's broker or a broker dealer, set forth in Schedule B, other than Seller. In the event Repo Custodian is unable to obtain a bid quotation for any Securities from such a broker's broker or a broker dealer, Repo Custodian (i) shall not include any such Securities in the determination of whether the aggregate Market Value of the Securities and any Cash Collateral equals at least the Margin Percentage of the Repurchase Price and (ii) shall redeliver such Securities to Seller if the Market Value of all other Securities and any Cash Collateral with respect to such repurchase transaction equals at least the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Banking Day). The Repo Custodian may rely on prices quoted by Pricing Services, broker's brokers or broker dealers, except Seller, as set forth in Schedule B. (c) (i) If, on any Valuation Banking Day, the aggregate Market Value of the Securities and any Cash Collateral with respect to a repurchase transaction is less than the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Banking Day) applicable to such repurchase transaction, Repo Custodian shall deliver to the Participating Funds an amount of additional Eligible Securities applicable to such repurchase transaction and/or debit the Seller Account and credit the Transaction Account with an additional amount of Cash Collateral, such that the aggregate Market Value of all Securities and any Cash Collateral with respect to such repurchase transaction shall equal at least the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Banking Day) applicable to such repurchase transaction; except that, for purposes of determining Seller's margin maintenance requirements on the Sale Date for repurchase transactions in which the Repurchase Date is the Banking Day immediately following the Sale Date, such aggregate market value shall equal at least the Margin Percentage of the Sale Price.

Valuation. (a) Repo Custodian shall confirm the Market Value of Securities and the amount of Cash Collateral, if any (i) on the Sale Date prior to transferring the Sale Price out of the Transaction Account to the Seller Account against the receipt from Seller of the Securities and Cash Collateral, if any, and (ii) on each Valuation Banking Day on which such repurchase transaction is outstanding. If on any Valuation Banking Day the aggregate Market Value of the Securities and Cash Collateral with respect to any repurchase transaction is less than the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Banking Day) for such transaction, Repo Custodian shall promptly, but in any case no later than 10:00 a.m. the following Valuation Banking Day, notify Seller. If on any Valuation Banking Day the aggregate market value of the Securities and Cash Collateral with respect to any repurchase transaction is less than the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Banking Day) for such transaction, and Seller fails to deliver additional Eligible Securities applicable to such repurchase transaction or an additional amount of Cash Collateral by the close of business on such Valuation Banking Day such that the aggregate market value of the Securities and Cash Collateral at least equals the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Banking Day), Repo Custodian shall promptly, but in any event no later than 10:00 a.m. the following Valuation Banking Day, notify the Participating Funds of such failure. (b) Repo Custodian shall determine . For purposes of determining Seller's margin maintenance requirements on the bid side portion of the Market Value of the Securities by reference to the independent pricing services ("Pricing Services") set forth on Schedule B. It is understood and agreed that Repo Custodian shall use the prices made available by the Pricing Services at the close of business of the preceding Valuation Day. In the event that Repo Custodian is unable to obtain a valuation of any Securities from the Pricing Services, Repo Custodian shall request a bid quotation from a broker's broker or a broker dealer, set forth Sale Date for repurchase transactions in Schedule B, other than Seller. In the event Repo Custodian is unable to obtain a bid quotation for any Securities from such a broker's broker or a broker dealer, Repo Custodian (i) shall not include any such Securities in the determination of whether the aggregate Market Value of the Securities and any Cash Collateral equals at least the Margin Percentage of the Repurchase Price and (ii) shall redeliver such Securities to Seller if the Market Value of all other Securities and any Cash Collateral with respect to such repurchase transaction equals at least the Margin Percentage of the Repurchase Price (calculated as if which the Repurchase Date were such Valuation Day). The Repo Custodian may rely on prices quoted by Pricing Services, broker's brokers or broker dealers, except Seller, as set forth in Schedule B. (c) (i) If, on any Valuation Day, is the aggregate Market Value of Banking Day immediately following the Securities and any Cash Collateral with respect to a repurchase transaction is less than the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day) applicable to such repurchase transaction, Repo Custodian shall deliver to the Participating Funds an amount of additional Eligible Securities applicable to such repurchase transaction and/or debit the Seller Account and credit the Transaction Account with an additional amount of Cash CollateralSale Date, such that the aggregate Market Value of all Securities and any Cash Collateral with respect to such repurchase transaction market value shall equal at least the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day) applicable to such repurchase transactionSale Price.

Valuation. (a) Repo Custodian shall confirm the Market Value of Securities and the amount of Cash Collateral, if any (i) on the Sale Date prior to transferring the Sale Price out of the Transaction Account to the Seller Account against the receipt from Seller of the Securities and Cash Collateral, if any, and (ii) on each Valuation Day on which such repurchase transaction is outstanding. If on any Valuation Day the aggregate Market Value of the Securities and Cash Collateral with respect to any repurchase transaction is less than the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day) for such transaction, Repo Custodian shall promptly, but in any case no later than 10:00 a.m. the following Valuation Day, notify Seller. If on any Valuation Day the aggregate market value of the Securities and Cash Collateral with respect to any repurchase transaction is less than the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day) for such transaction, and Seller fails to deliver additional Eligible Securities applicable to such repurchase transaction or an additional amount of Cash Collateral by the close of business on such Valuation Day such that the aggregate market value of the Securities and Cash Collateral at least equals the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day), Repo Custodian shall promptly, but in any event no later than 10:00 a.m. the following Valuation Day, notify the Participating Funds of such failure. (b) Repo Custodian shall determine the bid side portion of the Market Value of the Securities by reference to the independent pricing services ("Pricing Services") set forth on Schedule B. It is understood and agreed that Repo Custodian shall use the prices made available by the Pricing Services at the close of business of the preceding Valuation Day. In the event that Repo Custodian is unable to obtain a valuation of any Securities from the Pricing Services, Repo Custodian shall request a bid quotation from a broker's broker or a broker dealer, set forth in Schedule B, other than Seller. In the event Repo Custodian is unable to obtain a bid quotation for any Securities from such a broker's broker or a broker dealer, Repo Custodian (i) shall not include any such Securities in the determination of whether the aggregate Market Value of the Securities and any Cash Collateral equals at least the Margin Percentage of the Repurchase Price and (ii) shall redeliver such Securities to Seller if the Market Value of all other Securities and any Cash Collateral with respect to such repurchase transaction equals at least the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day). The Repo Custodian may rely on prices quoted by Pricing Services, broker's brokers or broker dealers, except Seller, as set forth in Schedule B. (c) (i) If, on any Valuation Day, the aggregate Market Value of the Securities and any Cash Collateral with respect to a repurchase transaction is less than the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day) applicable to such repurchase transaction, Repo Custodian shall deliver to the Participating Funds an amount of additional Eligible Securities applicable to such repurchase transaction and/or debit the Seller Account and credit the Transaction Account with an additional amount of Cash Collateral, such that the aggregate Market Value of all Securities and any Cash Collateral with respect to such repurchase transaction shall equal at least the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day) applicable to such repurchase transaction.

Valuation. (a) Repo Custodian shall confirm the Market Value of Securities and the amount of Cash Collateral, if any (i) on the Sale Date prior to transferring the Sale Price out of the Transaction Account to the Seller Account against the receipt from Seller of the Securities and Cash Collateral, if any, and (ii) on each Valuation Banking Day on which such repurchase transaction is outstanding. If on any Valuation Banking Day the aggregate Market Value of the Securities and Cash Collateral with respect to any repurchase transaction is less than the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Banking Day) for such transaction, Repo Custodian shall promptly, but in any case no later than 10:00 a.m. the following Valuation Banking Day, notify Seller. If on any Valuation Banking Day the aggregate market value of the Securities and Cash Collateral with respect to any repurchase transaction is less than the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Banking Day) for such transaction, and Seller fails to deliver additional Eligible Securities applicable to such repurchase transaction or an additional amount of Cash Collateral by the close of business on such Valuation Banking Day such that the aggregate market value of the Securities and Cash Collateral at least equals the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Banking Day), Repo Custodian shall promptly, but in any event no later than 10:00 a.m. the following Valuation Banking Day, notify the Participating Funds of such failure. For purposes of determining Seller's margin maintenance requirements on the Sale Date for repurchase transactions in which the Repurchase Date is the Banking Day immediately following the Sale Date, such aggregate market value shall equal at least the Margin Percentage of the Sale Price. (b) Repo Custodian shall determine the bid side portion of the Market Value of the Securities by reference to the independent pricing services ("Pricing Services") set forth on Schedule B. It is understood and agreed that Repo Custodian shall use the prices made available by the Pricing Services at on the close Banking Day of business such determination unless Seller and the Participating Funds mutually agree that some other prices shall be used and so notify Repo Custodian by proper instructions of the preceding Valuation Daysum of the prices of all such Securities priced in such different manner. In the event that Repo Custodian is unable to obtain a valuation of any Securities from the Pricing Services, Repo Custodian shall request a bid quotation from a broker's broker or a broker dealer, set forth in Schedule B, other than Seller. In the event Repo Custodian is unable to obtain a bid quotation for any Securities from such a broker's broker or a broker dealer, Repo Custodian (i) shall not include any such Securities in the determination of whether the aggregate Market Value of the Securities and any Cash Collateral equals at least the Margin Percentage of the Repurchase Price and (ii) shall redeliver such Securities to Seller if the Market Value of all other Securities and any Cash Collateral with respect to such repurchase transaction equals at least the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Banking Day). The Repo Custodian may rely on prices quoted by Pricing Services, broker's brokers or broker dealers, except Seller, as set forth in Schedule B. (c) (i) If, on any Valuation Banking Day, the aggregate Market Value of the Securities and any Cash Collateral with respect to a repurchase transaction is less than the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Banking Day) applicable to such repurchase transaction, Repo Custodian shall deliver to the Participating Funds an amount of additional Eligible Securities applicable to such repurchase transaction and/or debit the Seller Account and credit the Transaction Account with an additional amount of Cash Collateral, such that the aggregate Market Value of all Securities and any Cash Collateral with respect to such repurchase transaction shall equal at least the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Banking Day) applicable to such repurchase transaction; except that, for purposes of determining Seller's margin maintenance requirements on the Sale Date for repurchase transactions in which the Repurchase Date is the Banking Day immediately following the Sale Date, such aggregate market value shall equal at least the Margin Percentage of the Sale Price. (ii) If, on any Banking Day, the aggregate Market Value of the Securities and any Cash Collateral with respect to a repurchase transaction exceeds the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Banking Day) applicable to such repurchase transaction, Repo Custodian shall return to the Seller all or a portion of such Securities or Cash Collateral, if any; provided that the Market Value of the remaining Securities and any Cash Collateral with respect to the repurchase transaction shall be at least equal to the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Banking Day) applicable to such repurchase transaction. At any time and from time to time with respect to any repurchase transaction, if authorized by the Participating Funds, or the Custodian on behalf of the Participating Funds, the Repo Custodian shall debit the Transaction Account by an amount of Cash Collateral and credit the Seller Account by the same amount of Cash Collateral against simultaneous delivery from Seller to the Participating Funds of Eligible Securities applicable to such repurchase transaction with a Market Value at least equal to the amount of Cash Collateral credited and debited.

Valuation. (a) Repo Custodian shall confirm the Market Value of Securities and the amount of Cash Collateral, if any (i) on the Sale Date prior to transferring the Sale Price out of the Transaction Account to the Seller Account against the receipt from Seller of the Securities and Cash Collateral, if any, and (ii) on each Valuation Day on which such repurchase transaction is outstanding. If on any Valuation Day the aggregate Market Value of the Securities and Cash Collateral with respect to any repurchase transaction is less than the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day) for such transaction, Repo Custodian shall promptly, but in any case no later than 10:00 a.m. the following Valuation Day, notify Seller. If on any Valuation Day the aggregate market value of the Securities and Cash Collateral with respect to any repurchase transaction is less than the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day) for such transaction, and Seller fails to deliver additional Eligible Securities applicable to such repurchase transaction or an additional amount of Cash Collateral by the close of business on such Valuation Day such that the aggregate market value of the Securities and Cash Collateral at least equals the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day), Repo Custodian shall promptly, but in any event no later than 10:00 a.m. the following Valuation Day, notify the Participating Funds of such failure. (b) Repo Custodian shall determine the bid side portion of the Market Value of the Securities by reference to the independent pricing services ("Pricing Services") set forth on Schedule B. It is understood and agreed that Repo Custodian shall use the prices made available by the Pricing Services at the close of business of the preceding Valuation Day. In the event that Repo Custodian is unable to obtain a valuation of any Securities from the Pricing Services, Repo Custodian shall request a bid quotation from a broker's broker or a broker dealer, set forth in Schedule B, other than Seller. In the event Repo Custodian is unable to obtain a bid quotation for any Securities from such a broker's broker or a broker dealer, Repo Custodian (i) shall not include any such Securities in the determination of whether the aggregate Market Value of the Securities and any Cash Collateral equals at least the Margin Percentage of the Repurchase Price and (ii) shall redeliver such Securities to Seller if the Market Value of all other Securities and any Cash Collateral with respect to such repurchase transaction equals at least the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day). The Repo Custodian may rely on prices quoted by Pricing Services, broker's brokers or broker dealers, except Seller, as set forth in Schedule B. (c) (i) If, on any Valuation Day, the aggregate Market Value of the Securities and any Cash Collateral with respect to a repurchase transaction is less than the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day) applicable to such repurchase transaction, Repo Custodian shall deliver to the Participating Funds an amount of additional Eligible Securities applicable to such repurchase transaction and/or debit the Seller Account and credit the Transaction Account with an additional amount of Cash Collateral, such that the aggregate Market Value of all Securities and any Cash Collateral with respect to such repurchase transaction shall equal at least the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day) applicable to such repurchase transaction. (ii) If, on any Valuation Day, the aggregate Market Value of the Securities and any Cash Collateral with respect to a repurchase transaction exceeds the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day) applicable to such repurchase transaction, Repo Custodian shall return to the Seller all or a portion of such Securities or Cash Collateral, if any; provided that the Market Value of the remaining Securities and any Cash Collateral with respect to the repurchase transaction shall be at least equal to the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day) applicable to such repurchase transaction. At any time and from time to time with respect to any repurchase transaction, if authorized by the Participating Funds, or the Custodian on behalf of the Participating Funds, the Repo Custodian shall debit the Transaction Account by an amount of Cash Collateral and credit the Seller Account by the same amount of Cash Collateral against simultaneous delivery from Seller to the Participating Funds of Eligible Securities applicable to such repurchase transaction with a Market Value at least equal to the amount of Cash Collateral credited and debited.

Valuation. For all purposes of this Agreement, the Fair Market Value of securities and other property of the Company shall be determined as follows: (a) Repo Custodian Marketable Securities shall confirm the Market Value of Securities and the amount of Cash Collateral, if any (i) if traded on a national securities exchange, be valued at their last sales price on such exchange on which such Marketable Securities shall have traded on the Sale Date prior to transferring last trading day on which such Marketable Securities were traded immediately preceding the Sale Price out date of the Transaction Account to the Seller Account against the receipt from Seller of the Securities and Cash Collateraldetermination, if any, and or (ii) if the trading of such Marketable Securities is reported through the National Association of Securities Dealers Automated Quotation System, such Marketable Securities shall be valued at the last sale price as shown by the National Association of Securities Dealers Automated Quotation System on each Valuation Day the last trading day on which such repurchase transaction is outstanding. If on any Valuation Day Marketable Securities were traded immediately preceding the aggregate Market Value date of the Securities and Cash Collateral with respect to any repurchase transaction is less than the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day) for such transaction, Repo Custodian shall promptly, but in any case no later than 10:00 a.m. the following Valuation Day, notify Seller. If on any Valuation Day the aggregate market value of the Securities and Cash Collateral with respect to any repurchase transaction is less than the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day) for such transaction, and Seller fails to deliver additional Eligible Securities applicable to such repurchase transaction or an additional amount of Cash Collateral by the close of business on such Valuation Day such that the aggregate market value of the Securities and Cash Collateral at least equals the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day), Repo Custodian shall promptly, but in any event no later than 10:00 a.m. the following Valuation Day, notify the Participating Funds of such failuredetermination. (b) Repo Custodian All property other than Marketable Securities shall determine be valued by the bid side portion Managing Member in good faith. Factors considered in valuing individual securities shall include, but need not be limited to, purchase price, estimates of liquidation value, the price at which Members receiving a distribution of securities will be able to sell them and the time at which such securities may be sold, the existence of restrictions on transferability, prices received in recent significant private placements of securities of the same issuer, prices of securities of comparable public companies engaged in similar businesses and changes in the financial condition and prospects of the issuer. (c) All Portfolio Securities shall be valued by the Managing Member at the time of any distribution pursuant to ARTICLE IV in order to determine whether the Fair Market Value of any Portfolio Security is less than 100% of the Capital Contributions allocable thereto for purposes of Section 4.4. (d) Upon any valuation of securities or other property of the Company pursuant to Section 4.8, the Managing Member shall notify each member of the Advisory Committee in writing of the Fair Market Value of such securities or other property as determined by the Managing Member in accordance with the provisions of Section 4.8. The Advisory Committee shall, not more than ten Business Days after the receipt of such notice from the Managing Member, furnish notice in writing to the Managing Member stating whether or not the Advisory Committee has approved or has not approved the Managing Member's valuation. If the Advisory Committee approves such valuation (or shall have failed to provide the Managing Member with the aforementioned notice within such ten Business Days), such valuation shall constitute the Fair Market Value of such property for all purposes hereof. If the Advisory Committee does not approve such valuation, and if the Managing Member and the Advisory Committee cannot agree on a valuation within five Business Days (or such other period of time as the Managing Member and the Advisory Committee may determine) of the date on which the Committee advises the Managing Member that it has not approved such valuation, the Managing Member and the Advisory Committee shall jointly select an independent appraiser who shall be retained to determine, as promptly as practicable, the Fair Market Value of the Securities by reference property to be distributed. The Company shall pay the expenses of such appraiser. (e) The Managing Member shall make no distribution to the independent pricing services ("Pricing Services") set forth on Schedule B. It is understood and agreed that Repo Custodian shall use Members pursuant to ARTICLE IV until the prices made available by the Pricing Services at the close of business of the preceding Valuation Day. In the event that Repo Custodian is unable to obtain a valuation of any Securities from the Pricing Services, Repo Custodian shall request a bid quotation from a broker's broker or a broker dealer, set forth in Schedule B, other than Seller. In the event Repo Custodian is unable to obtain a bid quotation for any Securities from such a broker's broker or a broker dealer, Repo Custodian (i) shall not include any such Securities in the determination of whether the aggregate Market Value of the Securities and any Cash Collateral equals at least the Margin Percentage of the Repurchase Price and (ii) shall redeliver such Securities to Seller if the Fair Market Value of all other Securities and any Cash Collateral property valued in connection with respect to such repurchase transaction equals at least the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day). The Repo Custodian may rely on prices quoted by Pricing Services, broker's brokers or broker dealers, except Seller, as set forth distribution has been determined in Schedule B. (c) (i) If, on any Valuation Day, the aggregate Market Value of the Securities and any Cash Collateral accordance with respect to a repurchase transaction is less than the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day) applicable to such repurchase transaction, Repo Custodian shall deliver to the Participating Funds an amount of additional Eligible Securities applicable to such repurchase transaction and/or debit the Seller Account and credit the Transaction Account with an additional amount of Cash Collateral, such that the aggregate Market Value of all Securities and any Cash Collateral with respect to such repurchase transaction shall equal at least the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day) applicable to such repurchase transactionthis Section 4.8.

Valuation. applies save that Section 4.1 is deleted and replaced as follows: A separate valuation report will not be provided by us for the First Home purchase and instead we will rely upon the Mortgage Lender’s Valuation Report. You MUST: Obtain a copy of the Mortgage Lender’s Valuation Report from the Mortgage Lender; Provide a copy of the Mortgage Lender’s Valuation Report to [Local Authority] prior to exchange of contracts; Check that the content of the Mortgage Lender’s Valuation Report matches the information set out within the Property Information Form. Check that the Mortgage Lender’s Valuation Report values the Property (asubject to any final inspection) Repo Custodian shall confirm at not less than the Market Value of Securities and before the amount of Cash Collateral, if any (i) on the Sale Date prior to transferring the Sale Price out of the Transaction Account to the Seller Account against the receipt from Seller of the Securities and Cash Collateral, if any, and (ii) on each Valuation Day on which such repurchase transaction discount is outstanding. If on any Valuation Day the aggregate Market Value of the Securities and Cash Collateral with respect to any repurchase transaction is less than the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day) for such transaction, Repo Custodian shall promptly, but in any case no later than 10:00 a.m. the following Valuation Day, notify Seller. If on any Valuation Day the aggregate market value of the Securities and Cash Collateral with respect to any repurchase transaction is less than the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day) for such transaction, and Seller fails to deliver additional Eligible Securities applicable to such repurchase transaction or an additional amount of Cash Collateral by the close of business on such Valuation Day such that the aggregate market value of the Securities and Cash Collateral at least equals the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day), Repo Custodian shall promptly, but in any event no later than 10:00 a.m. the following Valuation Day, notify the Participating Funds of such failure. (b) Repo Custodian shall determine the bid side portion of the Market Value of the Securities by reference to the independent pricing services ("Pricing Services") set forth on Schedule B. It is understood and agreed that Repo Custodian shall use the prices made available by the Pricing Services at the close of business of the preceding Valuation Dayapplied. In the event that Repo Custodian is unable the Mortgage Lender will not give its approval to obtain release a valuation copy of any Securities from Mortgage Lender’s Valuation Report to [Local Authority], then you may not proceed to exchange contracts unless: You have provided a copy of the Pricing Services, Repo Custodian shall request a bid quotation from a broker's broker or a broker dealer, set forth in Schedule B, other than Seller. In Mortgage ▇▇▇▇▇▇’s mortgage offer to [Local Authority]; You have ensured that the event Repo Custodian is unable to obtain a bid quotation for any Securities from such a broker's broker or a broker dealer, Repo Custodian (i) shall not include any such Securities purchase price stated in the determination of whether Mortgage ▇▇▇▇▇▇’s mortgage offer reflects the aggregate Market Value of First Homes Purchase Price; and You have confirmed in writing to [Local Authority] that the Securities and any Cash Collateral equals Mortgage Lender’s mortgage offer states that the Property has been valued at least the Margin Percentage of the Repurchase Price and (ii) shall redeliver such Securities to Seller if not less than the Market Value of all other Securities and any Cash Collateral with respect to such repurchase transaction equals at least Value. If the Margin Percentage of figure stated within either the Repurchase Price (calculated as if Mortgage Lender’s Valuation or the Repurchase Date were such Valuation Day). The Repo Custodian may rely on prices quoted by Pricing Services, broker's brokers or broker dealers, except Seller, as set forth in Schedule B. (c) (i) If, on any Valuation Day, the aggregate Market Value of the Securities and any Cash Collateral with respect to a repurchase transaction Lender’s mortgage offer is less than the Margin Percentage Market Value you should not proceed to exchange contracts unless [Local Authority] has confirmed in writing that the figure is satisfactory. You must take reasonable steps to verify that there are no discrepancies between the description of the Repurchase Price Property as valued and the title and other documents which a reasonably competent conveyancer should obtain and if, there are, you must inform the Mortgage Lender and [Local Authority] immediately. New Build You must ensure that the Property is a new build property and has not been previously occupied. Reporting Matters Report all matters to [Local Authority] which fail to comply with Our Instructions. After reporting a matter you should not complete the First Homes purchase until you have received from [Local Authority] our further written instructions. We recommend that you report such matters and receive our written instructions before exchange of contracts because we may have to withdraw or change the First Homes Authority to Exchange and Compliance Certificate. You must not proceed or issue Solicitor's Undertaking until [Local Authority] has confirmed that you may proceed. In order to obtain the Authority to Exchange and Compliance Certificate you must provide [Local Authority] with a signed and dated Solicitor's Undertaking no later than five working days prior to exchange of contracts. Your Solicitors Undertaking must be signed on your firm's letterhead by a Partner/Member/Executive Director registered at Companies House at your relevant office for and on behalf of your firm. Where such person is not legally qualified this must be countersigned by a Solicitor, Licenced Conveyancer or Chartered Legal Executive (calculated as if the Repurchase Date were such Valuation Day) applicable to such repurchase transaction, Repo Custodian shall deliver FCILEx). No amendments to the Participating Funds an amount Solicitors Undertaking will be agreed without the express written authority of additional Eligible Securities applicable [Local Authority]. Together with your Solicitors Undertaking you must provide [Local Authority] with: First Time Buyer and First Homes Declaration signed and dated by each Purchaser. UK Finance Disclosure of Incentives Form fully completed by the Builder in the latest version approved by UK Finance. Before submitting the form to such repurchase transaction and/or debit [Local Authority] you must check that this has been fully completed by the Seller Account Builder and credit is reflective of the Transaction Account incentives agreed with an additional amount the Purchaser. A certified copy of Cash Collateralthe Mortgage Lender's valuation report of the Property. Or If the Mortgage Lender has not provided you with a copy of its valuation report, such you are required to provide a certified copy of the Purchaser's mortgage offer as evidence of valuation. Confirmation that the aggregate Market Value transfer will be in the form annexed at Schedule 11. You are required to comply with the obligations set out above prior to exchange of all Securities and any Cash Collateral with respect to such repurchase transaction shall equal at least the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day) applicable to such repurchase transactioncontracts.

Valuation. (a) Repo Custodian shall confirm the Market Value of Securities and the amount of Cash Collateral, if any (i) on the Sale Date prior to transferring the Sale Price out The valuation of the Transaction Account assets of the Fund must be made in good faith and based on all relevant factors for determining the fair market value of securities. In the event of a transaction between the Plan and a disqualified person, an independent appraisal will not in itself be a good faith determination of value. However, in all other cases, a determination of fair market value based on at least an annual appraisal independently arrived at by a person who customarily makes such appraisals and who is independent of any party to the Seller Account against transaction will be deemed to be a good faith determination of value. In the receipt from Seller case of a transaction between the Plan and a disqualified person, value must be determined as of the Securities and Cash Collateral, if any, and (ii) on each Valuation Day on which such repurchase transaction is outstanding. If on any Valuation Day the aggregate Market Value date of the Securities and Cash Collateral transaction. For all other Plan purposes, value must be determined as of the most recent Valuation Date. All valuations of Employer Stock which is not readily tradable on an established securities market with respect to any repurchase transaction is less than activities carried on by the Margin Percentage Employer shall be made by an independent appraiser meeting requirements similar to those contained in Treasury Regulations under Section 170(a)(1) of the Repurchase Price (calculated as if Code. For purposes of this Section and all other Sections of this Agreement, effective January 1, 2012, whether a security is readily tradable on an established securities market shall be determined in accordance with Treasury Regulation Section 1.401(a)(35)-1(f)(5). In determining the Repurchase Date were such Valuation Day) for such transaction, Repo Custodian shall promptly, but in any case no later than 10:00 a.m. the following Valuation Day, notify Seller. If on any Valuation Day the aggregate fair market value of securities held in the Securities and Cash Collateral with respect Trust which are readily tradable on an established securities market, the Plan Administrator shall direct the Trustee to any repurchase transaction is less than value the Margin Percentage of same at the Repurchase Price (calculated as if the Repurchase Date prices they were last traded on such Valuation Day) for such transaction, and Seller fails to deliver additional Eligible Securities applicable to such repurchase transaction or an additional amount of Cash Collateral by exchange preceding the close of business on the Valuation Date. If such securities were not traded on the Valuation Day such that Date, then the aggregate market value of securities shall be valued at the Securities and Cash Collateral prices at least equals the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date which they were such Valuation Day), Repo Custodian shall promptly, but in any event no later than 10:00 a.m. the following Valuation Day, notify the Participating Funds of such failure. (b) Repo Custodian shall determine the bid side portion of the Market Value of the Securities by reference last traded prior to the independent pricing services ("Pricing Services") set forth on Schedule B. It is understood and agreed that Repo Custodian Valuation Date. Any unlisted security held in the Trust Fund shall use the prices made available by the Pricing Services be valued at its bid price next preceding the close of business of on the preceding Valuation Day. In the event that Repo Custodian is unable to obtain a valuation of any Securities from the Pricing ServicesDate, Repo Custodian which bid price shall request a bid quotation be obtained from a broker's registered broker or a broker dealer, set forth in Schedule B, other than Seller. In the event Repo Custodian is unable to obtain a bid quotation for any Securities from such a broker's broker or a broker dealer, Repo Custodian (i) shall not include any such Securities in the determination of whether the aggregate Market Value of the Securities and any Cash Collateral equals at least the Margin Percentage of the Repurchase Price and (ii) shall redeliver such Securities to Seller if the Market Value of all other Securities and any Cash Collateral with respect to such repurchase transaction equals at least the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day). The Repo Custodian may rely on prices quoted by Pricing Services, broker's brokers or broker dealers, except Seller, as set forth in Schedule B. (c) (i) If, on any Valuation Day, the aggregate Market Value of the Securities and any Cash Collateral with respect to a repurchase transaction is less than the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day) applicable to such repurchase transaction, Repo Custodian shall deliver to the Participating Funds an amount of additional Eligible Securities applicable to such repurchase transaction and/or debit the Seller Account and credit the Transaction Account with an additional amount of Cash Collateral, such that the aggregate Market Value of all Securities and any Cash Collateral with respect to such repurchase transaction shall equal at least the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Valuation Day) applicable to such repurchase transactioninvestment banker.