Prior to an Event of Default. Except as provided in (b) below, Price Differential on all Open Transactions shall be determined by applying to the Purchase Price of all Purchased Mortgage Loans under such Open Transaction an annual rate equal to [***] plus the greater of (i) zero percent (0%), or (ii) the one-month LIBOR rate quoted by Buyer from Reuters Screen LIBOR01 or any successor thereto which may be designated by the Buyer as provided below, which shall be that one-month LIBOR rate in effect and reset each Business Day, adjusted for any reserve requirement and any subsequent costs arising from a change in government regulation, such rate rounded up to the nearest one-sixteenth percent (the index rate under this subsection (ii) is called the ‘LIBOR Rate’). If the Buyer has determined that (a) the index or sources on which the LIBOR Rate is based (‘LIBOR’) are no longer available, either because (i) LIBOR is not being quoted or published, (ii) any relevant agency or authority has announced that LIBOR will no longer be published or is no longer representative, or (iii) any similar circumstance exists such that LIBOR has become unavailable or ceased to exist, or (b) similar loans are being documented with a replacement rate to LIBOR, the Buyer may, in its discretion, replace LIBOR with a replacement rate (which may include a successor index and a spread adjustment to the rate of Price Differential), taking into consideration any selection or recommendation of a replacement rate by any relevant agency or authority and evolving or prevailing market conventions. In connection with the selection and implementation of any such replacement rate, the Buyer may make any technical, administrative or operational changes that the Buyer decides may be appropriate to reflect the adoption and implementation of such replacement rate. the Buyer does not warrant or accept any responsibility for the administration or submission of, or any other matter related to, LIBOR or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation whether any such alternative, successor or replacement rate will have the same value as, or be economically equivalent to, LIBOR. The Buyer’s internal records of applicable Price Differential shall be determinative in the absence of manifest error.”
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Prior to an Event of Default. Except as provided in (b) below, Price Differential on all Open Transactions shall be determined by applying to the Purchase Price of all Purchased Mortgage Loans under such Open Transaction an annual rate equal to [***] plus the greater of (i) zero percent (0%), or (ii) the one-month LIBOR rate quoted by Buyer from Reuters Screen LIBOR01 or any successor thereto which may be designated by the Buyer as provided below, which shall be that one-month LIBOR rate in effect and reset each Business Day, adjusted for any reserve requirement and any subsequent costs arising from a change in government regulation, such rate rounded up to the nearest one-sixteenth percent (percent. Notwithstanding the index rate under this subsection (ii) is called foregoing, in the ‘LIBOR Rate’). If event the Buyer has determined determines (which determination shall be conclusive absent manifest error) that (a) the index or sources on which the LIBOR Rate is based (‘LIBOR’) are no longer available, either because (i) LIBOR the Price Differential rate applicable to Purchases hereunder is not being quoted ascertainable or publisheddoes not adequately and fairly reflect the cost of making or maintaining such Purchases and such circumstances are unlikely to be temporary, (ii) ICE Benchmark Administration (or any relevant agency or authority has announced Person that LIBOR will no longer be published or is no longer representativetakes over the administration of such rate) discontinues its administration and publication of interest settlement rates for deposits in Dollars, or (iii) any similar circumstance exists the supervisor for the administrator of such that LIBOR interest settlement rate or a Governmental Authority having jurisdiction over the Buyer has become unavailable made a public statement identifying a specific date after which such interest settlement rate shall no longer be used for determining interest rates for loans or ceased to existPrice Differential for Purchases, or (b) similar loans are being documented with a replacement then the Buyer shall determine an alternate Price Differential rate to LIBORthe one-month LIBOR rate that gives due consideration to the then prevailing market convention for determining a rate of Price Differential or interest for comparable bank-originated commercial loans in the United States at such time, and, if necessary, the Buyer may, and the Seller shall enter into an amendment to this Agreement to reflect such alternate Price Differential rate and such other related changes to this Agreement as may be applicable. Such alternate Price Differential rate shall be adjusted for any reserve requirement and any subsequent costs arising from a change in its discretion, replace LIBOR government regulation. Until an alternate Price Differential rate shall be determined in accordance with a replacement rate (which may include a successor index and a spread adjustment to the rate of Price Differentialthis Section 3.1(a), taking into consideration any selection or recommendation of a replacement Price Differential on each Open Transaction shall accrue at the Prime Rate plus the margin referenced above . If the alternate Price Differential rate by any relevant agency or authority and evolving or prevailing market conventions. In connection with the selection and implementation of any determined pursuant to this Section 3.1(a) shall be less than zero, such replacement rate, the Buyer may make any technical, administrative or operational changes that the Buyer decides may rate shall be appropriate deemed to reflect the adoption and implementation of such replacement rate. the Buyer does not warrant or accept any responsibility be zero for the administration or submission of, or any other matter related to, LIBOR or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation whether any such alternative, successor or replacement rate will have the same value as, or be economically equivalent to, LIBORpurposes of this Agreement. The Buyer’s internal records of applicable Price Differential (including without limitation the Buyer’s designation of any successor interest rate index if the rate index described above shall become temporarily unavailable) shall be determinative in the absence of manifest error.”
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