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.
IF ANY SUCH CONVERSION OF A TRANSACTION OCCURS ON A DAY WHICH IS NOT THE
LAST DAY OF THE THEN CURRENT PRICING RATE PERIOD WITH RESPECT TO SUCH
TRANSACTION, SELLER SHALL PAY TO BUYER SUCH AMOUNTS, IF ANY, AS MAY BE REQUIRED
PURSUANT TO SECTION 3(I) OF THIS AGREEMENT.
(I)
UPON DEMAND BY BUYER, SELLER SHALL INDEMNIFY BUYER AND HOLD BUYER
HARMLESS FROM ANY NET LOSS OR REASONABLE EXPENSE (NOT TO INCLUDE ANY LOST PROFIT
OR OPPORTUNITY) (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND
DISBURSEMENTS) WHICH BUYER MAY SUSTAIN OR INCUR AS A CONSEQUENCE OF (I) DEFAULT
BY THE SELLER IN TERMINATING ANY TRANSACTION AFTER THE SELLER HAS GIVEN A NOTICE
IN ACCORDANCE WITH SECTION 3(D) OF A TERMINATION OF A TRANSACTION, (II) ANY
PAYMENT OF THE REPURCHASE PRICE ON ANY DAY OTHER THAN A REMITTANCE DATE
(INCLUDING, WITHOUT LIMITATION, ANY SUCH REASONABLE LOSS OR EXPENSE ARISING FROM
THE REEMPLOYMENT OF FUNDS OBTAINED BY BUYER TO MAINTAIN TRANSACTIONS HEREUNDER
OR FROM FEES PAYABLE TO TERMINATE THE DEPOSITS FROM WHICH SUCH FUNDS WERE
OBTAINED) OR (III) A DEFAULT BY SELLER IN SELLING ELIGIBLE CRIIMI SECURITIES OR
ELIGIBLE GNMA SECURITIES AFTER SELLER HAS NOTIFIED BUYER OF A PROPOSED
TRANSACTION AND BUYER HAS AGREED TO PURCHASE SUCH ELIGIBLE CRIIMI SECURITIES OR
ELIGIBLE GNMA SECURITIES IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT.
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 ABSENT MANIFEST
ERROR.
(J)
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 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 SUBSEQUENT TO THE DATE HEREOF:
(I)
SHALL SUBJECT BUYER TO ANY TAX OF ANY KIND WHATSOEVER WITH
RESPECT TO THE TRANSACTION DOCUMENTS, ANY PURCHASED SECURITY OR ANY TRANSACTION,
OR
13
CHANGE THE BASIS OF TAXATION OF PAYMENTS TO BUYER IN RESPECT THEREOF (EXCEPT FOR
INCOME TAXES AND ANY CHANGES IN THE RATE OF TAX ON BUYER'S OVERALL NET INCOME);
(II)
SHALL IMPOSE, MODIFY OR HOLD APPLICABLE ANY RESERVE, SPECIAL
DEPOSIT, COMPULSORY LOAN OR SIMILAR REQUIREMENT AGAINST ASSETS HELD BY, DEPOSITS
OR OTHER LIABILITIES IN OR FOR THE ACCOUNT OF, ADVANCES, LOANS OR OTHER
EXTENSIONS OF CREDIT BY, OR ANY OTHER ACQUISITION OF FUNDS BY, ANY OFFICE OF
BUYER WHICH IS NOT OTHERWISE INCLUDED IN THE DETERMINATION OF THE LIBO RATE
HEREUNDER; OR
(III)
SHALL IMPOSE ON BUYER ANY OTHER CONDITION;
and the result of any of the foregoing is