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PERIODS UNTIL SUCH NOTICE HAS BEEN WITHDRAWN BY BUYER, SHALL BE A PER ANNUM RATE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").
(K)
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.
(L)
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)
31
THAT BUYER MAY SUSTAIN OR INCUR AS A CONSEQUENCE OF (I) DEFAULT BY SELLER
REPURCHASING ANY PURCHASED ASSET AFTER SELLER HAS GIVEN A NOTICE IN ACCORDANCE
WITH ARTICLE 3(F) OF AN EARLY REPURCHASE OR PURSUANT TO ARTICLE 9(B) OF AN EARLY
TERMINATION (II) ANY PAYMENT OF THE REPURCHASE PRICE ON ANY DAY OTHER THAN A
REMITTANCE DATE, INCLUDING BREAKAGE COSTS, (III) A DEFAULT BY SELLER IN SELLING
ELIGIBLE ASSETS AFTER SELLER HAS NOTIFIED BUYER OF A PROPOSED TRANSACTION AND
BUYER HAS AGREED TO PURCHASE SUCH ELIGIBLE ASSETS IN ACCORDANCE WITH THE
PROVISIONS OF THIS AGREEMENT, (IV) BUYER'S ENFORCEMENT OF THE TERMS OF ANY OF
THE TRANSACTION DOCUMENTS, (V) ANY ACTIONS TAKEN TO PERFECT OR CONTINUE ANY LIEN
CREATED UNDER ANY TRANSACTION DOCUMENTS, AND/OR (VI) BUYER ENTERING INTO ANY OF
THE TRANSACTION DOCUMENTS OR OWNING ANY PURCHASED ITEM, OTHER THAN, IN EACH
CASE, ANY LOSS, COST OR EXPENSE SUSTAINED BY BUYER AS A RESULT OF THE BUYER'S
BAD FAITH OR WILLFUL MISCONDUCT.
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.
(M)
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