Common use of Margin Loans Clause in Contracts

Margin Loans. (a) The value of the collateral securing each loan to each PC/CM Customer (collectively, the “Margin Loans”) as of the close of business of the immediately preceding Business Day prior to the Closing Date, (i) is not less than the amount reflected on the books of the PC/CM Business as the value of such collateral as of such date as (A) provided by third party pricing vendors identified in Section 5.8(a) of the ▇▇▇▇ ▇▇▇▇▇ Disclosure Letter, (B) provided by other sources as will be disclosed three Business Days prior to the Closing Date, which are engaged by the PC/CM Business to value such collateral in the ordinary course of business consistent with customary industry practice and reasonably acceptable to Citigroup (provided, however, that if any such pricing source is not reasonably acceptable to Citigroup, a third party independent source will be used and provided, further, however, that if no third party independent source is available, the relevant price will be mutually agreed upon by Citigroup and ▇▇▇▇ ▇▇▇▇▇), or (C) in the case of any security for which there is no closing sale price as of such date, reasonably estimated by the Parties, and (ii) satisfies the requirements set forth in Regulation T of the Board of Governors of the Federal Reserve System and NYSE Rule 431. (b) Except for the amount reflected on the books of the PC/CM Business as an offset against unsecured and partially secured accounts receivable, including collateral carried in the proprietary account of certain introducing firms, no other reserves (determined in accordance with GAAP) are required to be established with respect to the Margin Loans. The applicable PC/CM Subsidiary has a valid and perfected security interest with respect to each Margin Loan to the extent required by Requirements of Law.