BUYER PROMPTLY FOLLOWING DEMAND THEREFOR). ANY
AMOUNTS SO INVOICED BY THE BUYER TO THE SELLERS SHALL BE PAYABLE PROMPTLY (AND
IN ANY EVENT NO LATER THAN TEN (10) BUSINESS DAYS FOLLOWING RECEIPT THEREOF).
2.03
LIMITATION ON TYPES OF TRANSACTIONS; ILLEGALITY.
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, IF, ON OR PRIOR TO THE
DETERMINATION OF ANY EURODOLLAR RATE:
(A)
THE BUYER DETERMINES IN GOOD FAITH, WHICH DETERMINATION SHALL BE
CONCLUSIVE, THAT QUOTATIONS OF INTEREST RATES FOR THE RELEVANT DEPOSITS REFERRED
TO IN THE DEFINITION OF "EURODOLLAR RATE" IN SECTION 1.01 HEREOF ARE NOT BEING
PROVIDED IN THE RELEVANT AMOUNTS OR FOR THE RELEVANT MATURITIES FOR PURPOSES OF
DETERMINING THE PRICE DIFFERENTIAL FOR TRANSACTIONS AS PROVIDED HEREIN; OR
(B)
THE BUYER DETERMINES, WHICH DETERMINATION SHALL BE CONCLUSIVE, THAT THE
RELEVANT RATE REFERRED TO IN THE DEFINITION OF "EURODOLLAR RATE" IN SECTION 1.01
HEREOF UPON THE BASIS OF WHICH THE PRICE DIFFERENTIAL FOR TRANSACTIONS IS TO BE
DETERMINED IS NOT LIKELY ADEQUATELY TO COVER THE COST TO THE BUYER OF ENTERING
INTO OR MAINTAINING TRANSACTIONS; OR
(C)
IT BECOMES UNLAWFUL FOR THE BUYER TO HONOR ITS OBLIGATION TO ENTER INTO OR
MAINTAIN TRANSACTIONS HEREUNDER USING A EURODOLLAR RATE;
then the Buyer shall give the Sellers prompt notice thereof and, so long as such
condition remains in effect, the Buyer shall be under no obligation to enter
into any additional Transactions, and the Sellers shall, either prepay the
aggregate Repurchase Price of all Transactions then outstanding or pay Price
Differential on such Transactions at a rate per annum equal to the Federal Funds
Rate plus 0.50% plus the Applicable Pricing Spread.
18
2.04
REPURCHASE OF PURCHASED LOANS; PAYMENT OF
REPURCHASE PRICE, PRICE DIFFERENTIAL.
(A)
THE SELLERS HEREBY PROMISE, JOINTLY AND SEVERALLY, TO REPAY IN FULL ON THE
TERMINATION DATE THE THEN AGGREGATE REPURCHASE PRICE THEN OUTSTANDING IN RESPECT
OF EACH TRANSACTION.
(B)
THE SELLERS HEREBY PROMISE, JOINTLY AND SEVERALLY, TO PAY PRICE
DIFFERENTIAL TO THE BUYER FOR THE PERIOD FROM AND INCLUDING THE PURCHASE DATE OF
EACH TRANSACTION TO BUT EXCLUDING THE DATE ON WHICH THE RELATED REPURCHASE PRICE
SHALL BE PAID IN FULL, AT A RATE PER ANNUM EQUAL TO THE PRICING RATE.
NOTWITHSTANDING THE FOREGOING, THE SELLERS HEREBY PROMISE, JOINTLY AND
SEVERALLY, TO PAY TO THE BUYER INTEREST AT THE APPLICABLE POST-DEFAULT RATE ON
ANY AMOUNT OF REPURCHASE PRICE, AND ON ANY OTHER AMOUNT PAYABLE BY THE SELLERS
HEREUNDER, THAT SHALL NOT BE PAID IN FULL WHEN DUE (WHETHER AT STATED MATURITY,
BY ACCELERATION OR BY MANDATORY PREPAYMENT OR OTHERWISE) FOR THE PERIOD FROM AND
INCLUDING THE DUE DATE THEREOF TO BUT EXCLUDING THE DATE THE SAME IS PAID IN
FULL. ACCRUED PRICE DIFFERENTIAL ON EACH TRANSACTION SHALL BE PAYABLE MONTHLY ON
THE FIFTH (5TH) BUSINESS DAY OF EACH MONTH AND, FOR THE LAST MONTH OF THIS
REPURCHASE AGREEMENT, ON THE FIFTH (5TH) BUSINESS DAY OF SUCH LAST MONTH AND ON
THE TERMINATION DATE (EACH SUCH DATE, A "PAYMENT DATE"); PROVIDED, THAT (I) THE
BUYER MAY, IN ITS SOLE DISCRETION, REQUIRE