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 Banking Day on which such repurchase transaction is outstanding. If on any 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 Banking Day) for such transaction, Repo Custodian shall promptly, but in any case no later than 10:00 a.m. the following Banking Day, notify Seller. If on any 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 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 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 Banking Day), Repo Custodian shall promptly, but in any event no later than 10:00 a.m. the following 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 on the Banking Day of 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 sum 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 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 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 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 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 Banking Valuation Day on which such repurchase transaction is outstanding. If on any Banking 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 Banking Valuation Day) for such transaction, Repo Custodian shall promptly, but in any case no later than 10:00 a.m. the following Banking Valuation Day, notify Seller. If on any Banking 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 Banking 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 Banking 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 Banking Valuation Day), Repo Custodian shall promptly, but in any event no later than 10:00 a.m. the following Banking Valuation 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 on at the Banking Day close of 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 business of the sum of the prices of all such Securities priced in such different mannerpreceding 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 Banking 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 Banking 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 Banking 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 Banking Valuation 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 Banking Day on which such repurchase transaction is outstanding. If on any 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 Banking Day) for such transaction, Repo Custodian shall promptly, but in any case no later than 10:00 a.m. the following Banking Day, notify Seller. If on any 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 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 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 Banking Day), Repo Custodian shall promptly, but in any event no later than 10:00 a.m. the following 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 on the Banking Day of 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 sum 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 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 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 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 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 Banking Valuation Day on which such repurchase transaction is outstanding. If on any Banking 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 Banking Valuation Day) for such transaction, Repo Custodian shall promptly, but in any case no later than 10:00 a.m. the following Banking Valuation Day, notify Seller. If on any Banking 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 Banking 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 Banking 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 Banking Valuation Day), Repo Custodian shall promptly, but in any event no later than 10:00 a.m. the following Banking Valuation 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 on the Banking Day of 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 sum 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 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 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 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 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 Banking Day on which such repurchase transaction is outstanding. If on any 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 Banking Day) for such transaction, Repo Custodian shall promptly, but in any case no later than 10:00 a.m. the following Banking Day, notify Seller. If on any 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 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 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 Banking Day), Repo Custodian shall promptly, but in any event no later than 10:00 a.m. the following 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 on the Banking Day of 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 sum 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 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 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 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 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 Banking Valuation Day on which such repurchase transaction is outstanding. If on any Banking 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 Banking Valuation Day) for such transaction, Repo Custodian shall promptly, but in any case no later than 10:00 a.m. the following Banking Valuation Day, notify Seller. If on any Banking 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 Banking 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 Banking 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 Banking Valuation Day), Repo Custodian shall promptly, but in any event no later than 10:00 a.m. the following Banking Valuation 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 on at the Banking Day close of 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 business of the sum of the prices of all such Securities priced in such different mannerpreceding 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 Banking 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 Banking 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 Banking 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 Banking Valuation Day) applicable to such repurchase transaction; except that. (ii) If, for purposes on any Valuation Day, the aggregate Market Value of determining Seller's margin maintenance requirements on the Sale Date for Securities and any Cash Collateral with respect to a repurchase transactions in which the Repurchase Date is the Banking Day immediately following the Sale Date, such aggregate market value shall equal at least transaction exceeds the Margin Percentage of the Sale PriceRepurchase 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. (a) Repo Custodian shall confirm the Market Value of Securities “Averaging Date” means June 27, 2022 and the amount four Scheduled Trading Days thereafter (the period of Cash Collateralconsecutive Scheduled Trading Days from and including June 27, 2022 through the final Averaging Date being collectively referred to as the “Termination Valuation Period”); provided, however, that if any such date is a Disrupted Day in whole, such date shall not constitute an Averaging Date, and an additional Averaging Date shall occur on the Scheduled Trading Day after the date that would otherwise be the final Averaging Date. “Average VWAP” means the arithmetic average of the VWAP Prices for each Averaging Date during the Termination Valuation Period. “VWAP Price” for any Scheduled Trading Day means the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page TTWO <equity> AQR (or any successor thereto) in respect of the period from 9:30 am to 4:00 pm (New York City time) on such Scheduled Trading Day (or if such volume-weighted average price is unavailable, the market value of one Share on such Scheduled Trading Day for such time period, as determined by Dealer in a good faith, commercially reasonable manner). Notwithstanding the foregoing, if any (i) on any Scheduled Trading Day in 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 Termination Valuation Period is a Disrupted Day in part or (ii) Dealer determines in its commercially reasonable judgment that on each Banking any Scheduled Trading Day during the Termination Valuation Period an extension of the Termination Valuation Period is reasonably necessary to preserve Dealer’s hedge unwind activity hereunder in light of existing liquidity conditions or to enable Dealer to effect sales of Shares in connection with its hedge unwind activity hereunder in a manner that would be in compliance with applicable legal, regulatory or self-regulatory requirements, or with internal policies and procedures, then the VWAP Price for such Scheduled Trading Day(s) shall be the volume-weighted average price per Share on such Scheduled Trading Day on which such repurchase transaction is outstanding. If on any 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 Banking Day) Exchange for such transactiontime period, Repo Custodian as determined by Dealer in a commercially reasonable manner and the Cash Settlement Amount shall promptlybe adjusted by Dealer in its good faith, but in any case no later than 10:00 a.m. the following Banking Day, notify Seller. If on any Banking Day the aggregate market value of the Securities and Cash Collateral with respect commercially reasonable discretion to any repurchase transaction is less than the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Banking Day) account 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 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 Banking Day), Repo Custodian shall promptly, but in any event no later than 10:00 a.m. the following 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 Pricedisruption and/or extension. (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 on the Banking Day of 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 sum 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 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 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 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 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. 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 Banking Day the last trading day on which such repurchase transaction is outstanding. If on any Banking 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 Banking Day) for such transaction, Repo Custodian shall promptly, but in any case no later than 10:00 a.m. the following Banking Day, notify Seller. If on any 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 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 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 Banking Day), Repo Custodian shall promptly, but in any event no later than 10:00 a.m. the following 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 Pricedetermination. (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 on the Banking Day of 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 sum 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 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 Banking 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 Banking 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 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 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 Pricethis Section 4.8.

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 Borrowers will deliver 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 Banking Day on which such repurchase transaction is outstanding. If on any 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 Lender as if the Repurchase Date were such Banking Day) for such transaction, Repo Custodian shall promptly, but in any case no later than 10:00 a.m. the following Banking Day, notify Seller. If on any 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 soon as if the Repurchase Date were such 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 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 Banking Day), Repo Custodian shall promptlyavailable, but in any event no later than 10:00 a.m. within 30 days after the following Banking Dayend of each fiscal year (except the fiscal year ending December 31, notify 2008) a certificate executed by an Officer setting forth 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 Fair Market Value of the Securities Vessels as of such fiscal year end and attaching the most recent Valuation of the Vessels as of such date. If for any reason at any time the Total Outstanding shall exceed the Loan Value, the Borrowers shall immediately prepay the Loans in an aggregate amount equal to such excess; provided that, the Borrowers shall not be required to make such prepayment of the Loans so long as (A) no Default or Event of Default shall have occurred or then be continuing and (B) within 10 days of any such event (or, in the case of any Disposition of a Vessel, prior to any such Disposition), (x) the Borrowers pledge additional vessels (to be accepted by reference Lender in its sole discretion)s having an appraised fair market value sufficient to eliminate such deficiency or (y) the Borrowers cause another Subsidiary of Parent Guarantor (which may be an Excluded Subsidiary) to join this agreement and such Person pledges additional vessels having an appraised fair market value sufficient to eliminate such deficiency, in each case, such pledge to be in a manner and pursuant to documentation satisfactory in all respects to the independent pricing services ("Pricing Services") set forth on Schedule B. It is understood Lender, and agreed that Repo Custodian shall use the prices made available by the Pricing Services on the Banking Day to include a Valuation of such determination unless Seller additional vessels and documentation and information acceptable to Lender. 12. The first paragraph of Article VI of the Participating Funds mutually agree that some other prices Original Loan Agreement is amended and restated to read as follows: Each Borrower, severally, and Sherwood agrees as follows. So long as any Borrower’s Note shall remain unpaid or any Borrower shall have any unfulfilled or undischarged obligations or duties under the Loan Documents, the Security Documents or any related agreements, each Borrower, severally, and Sherwood will comply with the following requirements. References in this Article VI to Note shall be used to the Borrower’s Note, to Vessel shall be the Vessel applicable to such Borrower or Sherwood, and so notify Repo Custodian to Collateral shall be the Collateral provided directly by proper instructions Borrower or Sherwood. The negative covenants of the sum 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 Article VI with respect to such repurchase transaction equals at least each Borrower or the Margin Percentage Vessel or Collateral owned by a Borrower shall also apply to Sherwood, and the Zia Belle and the Collateral owned by Sherwood. Without limitation of the Repurchase Price (calculated as if the Repurchase Date were such 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 Banking Dayforegoing, the aggregate Market Value Single Purpose Entity Restrictions of Section 6.09 shall also apply to Sherwood. 13. Section 6.10 of the Securities Original Loan Agreement is amended and any Cash Collateral with respect restated to a repurchase transaction is less than the Margin Percentage of the Repurchase Price (calculated read as if the Repurchase Date were such 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 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.follows:

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 Banking Day on which such repurchase transaction is outstanding. If on any Banking 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 Banking Day) for such transaction, Repo Custodian shall promptly, but in any case no later than 10:00 a.m. the following Banking Day, notify Seller. If on any Banking 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 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 exchange preceding the close of business on the Valuation Date. If such 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 securities were such Banking Day), Repo Custodian shall promptly, but in any event no later than 10:00 a.m. the following Banking Day, notify the Participating Funds of such failure. For purposes of determining Seller's margin maintenance requirements not traded on the Sale Date for repurchase transactions in which the Repurchase Date is the Banking Day immediately following the Sale Valuation Date, such aggregate market value then the securities shall equal be valued 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 prices at which they were 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 be valued at its bid price next preceding the prices made available by the Pricing Services close of business on the Banking Day of such determination unless Seller and the Participating Funds mutually agree that some other prices Valuation Date, which bid price shall be used and so notify Repo Custodian by proper instructions of the sum 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 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 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 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 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 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 Priceinvestment banker.

Valuation. (a) Repo Custodian For purposes of this Agreement, “Retail Price” shall confirm mean with respect to each item of Merchandise and E-Commerce Inventory, determined on an SKU basis as of the Market Value Sale Commencement Date, the lowest of Securities and the amount lowest ticketed price, file price (as reflected on the Merchandise File), marked price, shelf price, hang-tag price, stickered price, PLU price, or other hard-marked price, excluding, however, all Excluded Pricing Adjustments. For purposes of Cash Collateralcalculating Retail Price, if any an item of Merchandise or E-Commerce Inventory of the same SKU has more than one ticketed price, file price (i) as reflected on the Sale Date prior to transferring the Sale Price out Merchandise File), marked price, shelf price, hang-tag price, stickered price, PLU price, or other hard-marked price, or if multiple items of the Transaction Account to same SKU have different ticketed, file (as reflected on the Seller Account against Merchandise File), marked, shelf, hang-tag, stickered, PLU, or other hard-marked prices and such pricing does not otherwise qualify as an Excluded Pricing Adjustment, the receipt from Seller of lowest ticketed price, file price (as reflect on the Securities and Cash CollateralMerchandise File), if anymarked price, and (ii) on each Banking Day on which such repurchase transaction is outstanding. If shelf price, hang-tag price, stickered price, PLU price, or other hard-marked price on any Banking Day such item shall prevail for such item or for all such items within the aggregate Market Value of same SKU, as the Securities case may be, that are located within the same location (as the case may be, the “Lowest Location Price”), unless it is reasonably determined by Merchant and Cash Collateral Agent that the applicable Lowest Location Price was mismarked, normal course markdowns had not been reflected or taken, or such item was priced because it was damaged or marked as “as is,” in which case the correct price shall control; provided, however, in determining the Lowest Location Price with respect to any repurchase transaction is less than item of Merchandise or E-Commerce Inventory at a Store, the Margin Percentage Lowest Location Price shall be determined based upon the lowest Retail Price of the Repurchase such item on a per location basis. No adjustment to Retail Price (calculated as if the Repurchase Date were such Banking Day) for such transaction, Repo Custodian shall promptly, but in any case no later than 10:00 a.m. the following Banking Day, notify Seller. If on any Banking Day the aggregate market value of the Securities and Cash Collateral be made with respect to any repurchase transaction is less than the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Banking Day) different Retail Prices 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 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 Banking Day), Repo Custodian shall promptly, but items located in any event no later than 10:00 a.m. the following 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 Pricedifferent locations. (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 on the Banking Day of 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 sum 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 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 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 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 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. The determination of the value of the Working Capital at Closing, and the verification of the value of each of the Liabilities at Closing, Trade Payables, Receivables at Closing Work in Progress at Closing and Inventory at Closing (athe "Valuation") Repo Custodian shall confirm be completed by the Market Value Vendors' accountant within 60 days following the Closing Date (the "Valuation Period"). To the extent that a Receivable is collected during the 60 day period following the Closing Date (the "Holdback Period"), and such Receivable is not included in the calculation of Securities and Working Capital at Closing because it not a Receivable at Closing, such Receivable shall be taken into account in determining the Working Capital at Closing. Receivables, excluding Receivables at Closing, that remain uncollected for the duration of the Holdback Period shall be assigned by the Purchaser to the Vendors for no additional consideration. The Valuation shall be prepared as of a date subsequent to the expiry of the Holdback Period. The Valuation shall contain the following information: (1) the amount of Cash Collateral, if any (i) on the Sale Date prior to transferring the Sale Price out of the Transaction Account to Liabilities at Closing, excluding the Seller Account against Trade Payables; (2) the receipt from Seller amount of the Securities Receivables at Closing, Work in Progress at Closing and Cash CollateralInventory at Closing; (3) the amount of the Receivables at Closing, if any, and (ii) on each Banking Day on which such repurchase transaction is outstanding. If on any Banking Day remain uncollected at the aggregate Market Value end of the Securities and Cash Collateral with respect to any repurchase transaction is less than Holdback Period; and (4) the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such Banking Day) for such transaction, Repo Custodian shall promptly, but in any case no later than 10:00 a.m. the following Banking Day, notify Seller. If on any Banking Day the aggregate market value of the Securities Working Capital at Closing and Cash Collateral with respect to any repurchase transaction is less than the Margin Percentage of amount, if any, that $400,000 exceeds the Repurchase Price (calculated as if the Repurchase Date were such 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 Banking Day such that the aggregate market value of the Securities and Cash Collateral Working Capital at least equals the Margin Percentage Closing. The Purchaser shall be provided with a copy of the Repurchase Price Valuation, and shall have five Business Days following the expiry of the Valuation Period to verify the Valuation. If the Purchaser disagrees with the Valuation, the Purchaser shall give written notice (calculated the "Disagreement Notice") to the Vendors by the end of the fifth Business Day following the expiry of the Valuation Period. If the Purchaser fails to provide a Disagreement Notice, the Purchaser shall be deemed to agree with the Valuation so provided. If the Purchaser delivers the Disagreement Notice to the Vendors, and the Purchaser and Vendors cannot agree on the amount of the Valuation within 10 business days from the date of delivery of the Disagreement Notice, the parties shall refer the matter to such established accounting firm as if agreed to by the Repurchase Date were such Banking DayPurchaser and Vendors (the "Auditor"), Repo Custodian shall promptlyfor an audited, but in any event no later than 10:00 a.m. the following Banking Daybinding, 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 final and non- appealable determination of the Sale PriceValuation. (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 on the Banking Day of 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 sum 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 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 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 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 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 For purposes of this Agreement, “Cost Value” shall confirm the Market Value of Securities and the amount of Cash Collateral, if any mean (i) on with respect to each item of Domestic Merchandise, the Sale Date prior to transferring weighted average cost for the Sale Price out remaining items of the Transaction Account to same UPC/SKU, as reflected on Merchant’s inventory item master cost file (the Seller Account against the receipt from Seller of the Securities “Cost File”), which amount reflects invoice cost, plus any applicable printing costs for silk screen service, and Cash Collateralroyalties, if any, but does not include freight or any additional vendor credits; and (ii) on each Banking Day on which such repurchase transaction is outstanding. If on any Banking Day the aggregate Market Value of the Securities and Cash Collateral with respect to any repurchase transaction is less than Overseas Merchandise, the Margin Percentage cost as reflected in the Cost File, which amount reflects the weighted average cost for the remaining items of the Repurchase Price (calculated as if same UPC/SKU plus inbound ocean freight, duties, storage and royalties and other costs directly associated with landing the Repurchase Date were such Banking Day) for such transaction, Repo Custodian shall promptly, but product in any case no later than 10:00 a.m. the following Banking Day, notify SellerDistribution Centers. If Items of Distribution Center Merchandise and On-Order Merchandise received in the Closing Stores on any Banking Day or prior to the aggregate market value of the Securities and Cash Collateral with respect to any repurchase transaction date that is less than the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were such 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 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 Banking Day( ), Repo Custodian shall promptly, but in any event no later than 10:00 a.m. the following Banking Day, notify the Participating Funds of such failure. For purposes of determining Seller's margin maintenance requirements on days after the Sale Commencement Date for repurchase transactions in which the Repurchase Date is the Banking Day immediately following (excluding 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 on the Banking Day of 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 sum 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 Commencement Date were such 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 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 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 Banking Day) applicable to such repurchase transaction; except that, for purposes of determining Seller's margin maintenance requirements such calculation) (the “Interim Receipt Deadline”), but before the Store Receipt Deadline, will be included in Merchandise at the applicable Cost Value for Domestic Merchandise or Overseas Merchandise, as applicable (the “Applicable Cost Value”), for each such item; provided, however, that items of Distribution Center Merchandise, Transferred Goods and/or On-Order Merchandise received at the Closing Stores after the Interim Receipt Deadline but prior to the Store Receipt Deadline shall be included in Merchandise at the Applicable Cost Value for each such item multiplied by the inverse of the prevailing discount on similar items of Merchandise as of the date of receipt in the Closing Stores; provided further, that items of Distribution Center Merchandise, Transferred Goods and/or On-Order Merchandise received in the Closing Stores after the Store Receipt Deadline shall not constitute Merchandise, shall be excluded from Merchandise, and shall, at Merchant’s option either be sold by Agent as Merchant Consignment Goods pursuant to Section 5.4 hereof, or excluded from the Sale Date and removed by Merchant from the Closing Stores. The Cost File does not account for repurchase transactions in which any advertising co-op allowances or discounts associated with expedited payment terms offered by any vendor, and, further, the Repurchase Date is the Banking Day immediately following the Sale Date, Applicable Cost Value of any item of Merchandise shall not be adjusted for any such aggregate market value shall equal at least the Margin Percentage of the Sale Priceamounts.