EACH PURCHASED ASSET, AN AMOUNT SUFFICIENT TO REDUCE THE
REPURCHASE PRICE FOR EACH PURCHASED ASSET TO AN AMOUNT EQUAL TO THE APPLICABLE
ADVANCE RATE USED TO CALCULATE THE PURCHASE PRICE OF SUCH PURCHASED ASSET
MULTIPLIED BY THE MARKET VALUE FOR EACH SUCH PURCHASED ASSET THEN SUBJECT TO A
TRANSACTION.
(H)
IF PRIOR TO THE FIRST DAY OF ANY PRICING RATE PERIOD WITH RESPECT
TO ANY TRANSACTION, (I) BUYER SHALL HAVE DETERMINED IN THE EXERCISE OF ITS
REASONABLE BUSINESS JUDGMENT (WHICH DETERMINATION SHALL BE CONCLUSIVE AND
BINDING UPON SELLER) THAT, BY REASON OF CIRCUMSTANCES AFFECTING THE RELEVANT
MARKET, ADEQUATE AND REASONABLE MEANS DO NOT EXIST FOR ASCERTAINING THE LIBO
RATE FOR SUCH PRICING RATE PERIOD, OR (II) THE LIBO RATE DETERMINED OR TO BE
DETERMINED FOR SUCH PRICING RATE PERIOD WILL NOT ADEQUATELY AND FAIRLY REFLECT
THE COST TO BUYER (AS DETERMINED AND CERTIFIED BY BUYER) OF MAKING OR
MAINTAINING TRANSACTIONS DURING SUCH PRICING RATE PERIOD, BUYER SHALL GIVE
TELECOPY OR TELEPHONIC NOTICE THEREOF TO SELLER AS SOON AS PRACTICABLE
THEREAFTER.
IF SUCH NOTICE IS GIVEN, THE PRICING RATE WITH RESPECT TO SUCH
TRANSACTION FOR SUCH PRICING RATE PERIOD, AND FOR ANY SUBSEQUENT PRICING RATE
PERIODS UNTIL SUCH NOTICE HAS BEEN WITHDRAWN BY BUYER, SHALL BE A PER ANNUM RATE
EQUAL TO THE FEDERAL FUNDS RATE PLUS THE APPLICABLE SPREAD (THE "ALTERNATIVE
RATE").
(I)
NOTWITHSTANDING ANY OTHER PROVISION HEREIN, IF THE ADOPTION OF OR
ANY CHANGE IN ANY REQUIREMENT OF LAW OR IN THE INTERPRETATION OR APPLICATION
THEREOF SHALL MAKE IT UNLAWFUL FOR BUYER TO ENTER INTO OR MAINTAIN TRANSACTIONS
AS CONTEMPLATED BY THE TRANSACTION DOCUMENTS, (A) THE COMMITMENT OF BUYER
HEREUNDER TO ENTER INTO NEW TRANSACTIONS AND TO CONTINUE TRANSACTIONS AS SUCH
SHALL FORTHWITH BE CANCELED, AND (B) THE TRANSACTIONS THEN OUTSTANDING SHALL BE
CONVERTED AUTOMATICALLY TO ALTERNATIVE RATE TRANSACTIONS ON THE LAST DAY OF THE
THEN CURRENT PRICING RATE PERIOD OR WITHIN SUCH EARLIER PERIOD AS MAY BE
REQUIRED BY LAW.
(J)
UPON DEMAND BY BUYER, SELLER SHALL INDEMNIFY BUYER AND HOLD BUYER
HARMLESS FROM ANY LOSS, COST OR EXPENSE (INCLUDING, WITHOUT LIMITATION,
ATTORNEYS' FEES AND DISBURSEMENTS) THAT BUYER MAY SUSTAIN OR INCUR AS A
CONSEQUENCE OF (I) BUYER'S ENFORCEMENT OF THE TERMS OF ANY OF THE TRANSACTION
DOCUMENTS, (II) ANY ACTIONS TAKEN TO PERFECT OR CONTINUE ANY LIEN CREATED UNDER
ANY TRANSACTION DOCUMENTS, AND/OR (III) BUYER ENTERING INTO ANY OF THE
TRANSACTION DOCUMENTS OR OWNING ANY ASSET THAT IS THE SUBJECT OF ANY OF THE
TRANSACTION DOCUMENTS.
A CERTIFICATE AS TO SUCH COSTS, LOSSES, DAMAGES AND
EXPENSES, SETTING FORTH THE CALCULATIONS THEREFOR SHALL BE SUBMITTED PROMPTLY BY
BUYER TO SELLER AND SHALL BE PRIMA FACIE EVIDENCE OF THE INFORMATION SET FORTH
THEREIN.
(K)
IF THE ADOPTION OF OR ANY CHANGE IN ANY REQUIREMENT OF LAW OR IN
THE INTERPRETATION OR APPLICATION THEREOF BY ANY GOVERNMENTAL AUTHORITY OR
COMPLIANCE BY BUYER
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WITH ANY REQUEST OR DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF LAW) FROM ANY
CENTRAL BANK OR OTHER GOVERNMENTAL AUTHORITY HAVING JURISDICTION OVER BUYER MADE