Common use of Payment of Price Differential Clause in Contracts

Payment of Price Differential. (a) Notwithstanding that the Sellers, the Agent and the Buyers intend that the Transactions hereunder be sales to the Buyers of the Purchased Assets, the Sellers shall pay to the Agent, for the account of the Buyers, an amount equal to the accrued Price Differential of each Transaction through but not including the Payment Calculation Date (each such payment, a “Periodic Advance Repurchase Payment”) on each Payment Date less any portion thereof previously paid, if any. The Agent shall deliver to the Sellers, via Electronic Transmission, notice of the required Periodic Advance Repurchase Payment, and a detailed calculation thereof, on or prior to the fifth (5th) Business Day preceding each Payment Date. If the Sellers fail to make all or part of the Periodic Advance Repurchase Payment by 5:00 p.m., New York City time, on the Payment Date, the Sellers shall be obligated to pay to the Agent for the account of the Buyers (in addition to, and together with, the Periodic Advance Repurchase Payment) interest on the unpaid amount of the Periodic Advance Repurchase Payment at a rate per annum equal to the Post-Default Rate (the “Late Payment Fee”) until the overdue Periodic Advance Repurchase Payment is received in full by the Agent for the account of the Buyers. (b) If any Seller repurchases Purchased Assets on a day other than the last day of the Eurodollar Period applicable to the related Transaction, all of the Sellers shall jointly and severally indemnify the Agent and each Buyer and hold the Agent and each Buyer harmless from any actual liabilities, losses, costs and/or expenses which the Agent or any Buyer sustains or incurs arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained (“Breakage Costs”), in each case for the remainder of the applicable Eurodollar Period. The Agent shall deliver to the Sellers a statement setting forth the amount and basis of determination of any Breakage Costs in reasonable detail, it being agreed that such statement and the method of its calculation shall be conclusive and binding upon the Sellers absent manifest error. This Section 3.06(b) shall survive termination of this Agreement and repurchase of all Purchased Assets subject to Transactions hereunder.

Payment of Price Differential. (a) Notwithstanding that the Sellers, the Agent Purchaser and the Buyers Seller intend that the Transactions hereunder be sales to the Buyers Purchaser of the Purchased Assets, the Sellers Seller shall pay to the Agent, for Purchaser the account accreted value of the Buyers, an amount equal to the accrued Price Differential of each Transaction through but not including the Payment Calculation Date (each such payment, a “Periodic Advance Repurchase Payment”) on each Payment Date less any portion thereof previously paid, if anyDate. The Agent Purchaser shall deliver to the SellersSeller, via Electronic Transmission, notice of the required Periodic Advance Repurchase Payment, Price Differential due (along with the calculation of any other amounts owed and a detailed calculation thereof, to be paid under Section 2.8) on or prior to the fifth second (5th2nd) Business Day preceding each Payment Date. If the Sellers fail Seller fails to make pay all or any part of the Periodic Advance Repurchase Payment Price Differential due and the other amounts due by 5:00 p.m.11:00 a.m., New York City Charlotte, North Carolina time, on the Payment Date, the Sellers Seller shall be obligated to pay to the Agent for the account of the Buyers Purchaser (in addition to, and together with, the Periodic Advance Repurchase PaymentPrice Differential and the other amounts due) interest on a Late Payment Fee in connection with the unpaid amount of amounts until the Periodic Advance Repurchase Payment at a rate per annum equal to the Post-Default Rate (the “unpaid amounts and Late Payment Fee”) until the overdue Periodic Advance Repurchase Payment is Fee are received in full by the Agent for Purchaser. If the account of Price Differential includes any estimated Price Differential, the BuyersPurchaser shall recalculate such Price Differential after the Payment Date and, if necessary, make adjustments to the Price Differential amount due on the following Payment Date. (b) If The Seller shall be responsible for the payment of all Breakage Costs incurred in connection with any Seller repurchases Purchased Assets repurchase or prepayment of the Purchase Price on a day date other than the last day of the a Eurodollar Period applicable to or the Repurchase Date for the related Transaction, all of the Sellers shall jointly and severally indemnify the Agent and each Buyer and hold the Agent and each Buyer harmless from any actual liabilities, losses, costs and/or expenses which the Agent or any Buyer sustains or incurs arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained (“Breakage Costs”), in each case for the remainder of the applicable Eurodollar PeriodPurchased Assets. The Agent shall deliver to the Sellers a statement setting forth the amount and basis of determination of any All Breakage Costs shall be due and payable hereunder upon receipt by Seller of documentation thereof in reasonable detail. Breakage Costs shall not be due for payments of the Repurchase Price on a Payment Date or the Facility Maturity Date provided, it being agreed in the case of payment of the Repurchase Price that such statement and is not the method of its calculation shall be conclusive and binding upon Facility Maturity Date, at least two (2) Business Days advance notice is given to the Sellers absent manifest errorPurchaser. This Section 3.06(bSubsection 2.5(b) shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunder. (c) If the Purchaser and/or any other Affected Party shall notify the Seller that a Eurodollar Disruption Event has occurred, all Transactions in respect of which the Price Differential accrues at the Adjusted Eurodollar Rate shall immediately be converted into Transactions in respect of which the Price Differential accrues at the Base Rate.

Payment of Price Differential. (a) Notwithstanding that the Sellers, the Agent Purchaser and the Buyers Seller intend that the Transactions hereunder be sales to the Buyers Purchaser of the Purchased Assets, the Sellers Seller shall pay to the Agent, for Purchaser the account accreted value of the Buyers, an amount equal to the accrued Price Differential of each Transaction through but not including the Payment Calculation Date (each such payment, a “"Periodic Advance Repurchase Payment”") on each Payment Date less any portion thereof previously paid, if anyDate. The Agent Purchaser shall deliver to the SellersSeller, via Electronic Transmission, notice of the required Periodic Advance Repurchase PaymentPayment (along with the calculation of the Unused Fee, if any, and a detailed calculation thereof, other amounts owed and to be paid under Section 2.8) on or prior to the fifth second (5th2nd) Business Day preceding each Payment Date. If the Sellers fail Seller fails to make all or part of the Periodic Advance Repurchase Payment and the other amounts due by 5:00 p.m., New York City time, 3:00 p.m. on the Payment Date, the Sellers Seller shall be obligated to pay to the Agent for the account of the Buyers Purchaser (in addition to, and together with, the Periodic Advance Repurchase PaymentPayment and the other amounts due) interest on the unpaid amount of the Periodic Advance Repurchase Payment amounts at a rate per annum equal to the Post-Default Rate (the “"Late Payment Fee”") until the overdue Periodic Advance Repurchase Payment is unpaid amounts are received in full by the Agent for Purchaser. If the account of Periodic Advance Repurchase Payment includes any estimated Price Differential, the BuyersPurchaser shall recalculate such Price Differential after the Payment Date and, if necessary, make adjustments to the Periodic Advance Repurchase Payment amount due on the following Payment Date. (b) If any the Seller repurchases Purchased Assets on a any day other than prior to the last day of the Eurodollar Period applicable to or if the related TransactionSeller repurchases Purchased Assets on any day that is not a Repurchase Date for such Purchased Assets, all of the Sellers Seller shall jointly and severally indemnify the Agent and each Buyer Purchaser and hold the Agent and each Buyer Purchaser harmless from any actual liabilities, losses, costs and/or expenses which that the Agent Purchaser may sustain or any Buyer sustains or incurs incur arising from the reemployment of funds obtained by Buyer the Purchaser hereunder or from fees payable to terminate the deposits from which such funds were obtained (“"Breakage Costs”"), in each case for the remainder of the applicable Eurodollar Period. The Agent Purchaser shall deliver to the Sellers Seller a statement setting forth the amount and basis of determination of any Breakage Costs in reasonable detailsuch detail as determined in good faith by the Purchaser to be adequate, it being agreed that such statement and the method of its calculation shall be conclusive and binding upon the Sellers Seller absent manifest error. This Section 3.06(bSubsection 2.5(b) shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunder.

Payment of Price Differential. (a) Notwithstanding that the Sellers, the Agent Seller and the Buyers Buyer intend that the Transactions hereunder be sales to the Buyers Buyer of the Purchased Assets, the Sellers Seller shall pay to the Agent, for the account of the Buyers, Buyer an amount equal to the accrued Price Differential of each Transaction through but not including the Payment Calculation Date (each such payment, a “"Periodic Advance Repurchase Payment”") on each Payment Date less any portion thereof previously paid, if any. The Agent Buyer shall deliver to the SellersSeller, via Electronic Transmission, notice of the required Periodic Advance Repurchase Payment, and a detailed calculation thereof, on or prior to the fifth (5th) Business Day preceding each Payment Date. If the Sellers fail Seller fails to make all or part of the Periodic Advance Repurchase Payment by 5:00 p.m., New York City time, on the Payment Date, the Sellers Seller shall be obligated to pay to the Agent for the account of the Buyers Buyer (in addition to, and together with, the Periodic Advance Repurchase Payment) interest on the unpaid amount of the Periodic Advance Repurchase Payment at a rate per annum equal to the Post-Default Rate (the “"Late Payment Fee”") until the overdue Periodic Advance Repurchase Payment is received in full by the Agent for the account of the BuyersBuyer. (b) If any Seller repurchases Purchased Assets on a day other than the last day of the Eurodollar Period applicable to the related Transaction, all of the Sellers Seller shall jointly and severally indemnify the Agent and each Buyer and hold the Agent and each Buyer harmless from any actual liabilities, losses, costs and/or expenses which the Agent or any Buyer sustains or incurs arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained (“"Breakage Costs”"), in each case for the remainder of the applicable Eurodollar Period. The Agent shall deliver to the Sellers a statement setting forth the amount and basis of determination of any Breakage Costs in reasonable detail, it being agreed that such statement and the method of its calculation shall be conclusive and binding upon the Sellers absent manifest error. This Section 3.06(b) shall survive termination of this Agreement and repurchase of all Purchased Assets subject to Transactions hereunder.of

Payment of Price Differential. (ai) Notwithstanding that the Sellers, the Agent Buyer and the Buyers Seller intend that the Transactions hereunder be sales to the Buyers Buyer of the Purchased Assets, the Sellers Seller shall pay to the Agent, for the account of the Buyers, Buyer an amount equal to the accrued value of the Price Differential of each Transaction through but not including for the Payment Calculation Date most recently ended Accrual Period (each such payment, a “"Periodic Advance Repurchase Payment”") on each Payment Date less any portion thereof previously paid, if any. The Agent Buyer shall deliver to the SellersSeller, via Electronic Transmission, notice of the required Periodic Advance Repurchase Payment, and a detailed calculation thereof, Payment on or prior to the fifth (5th) Business Day preceding each Payment Date; provided, however, the Buyer's failure to timely deliver such notice shall not affect the Seller's obligations to pay the Periodic Advance Repurchase Payment due. If the Sellers fail Seller fails to make all or part of the Periodic Advance Repurchase Payment by 5:00 p.m.11:00 a.m., New York City Charlotte, North Carolina time, on the Payment Date, the Sellers Seller shall be obligated to pay to the Agent for the account of the Buyers Buyer (in addition to, and together with, the Periodic Advance Repurchase Payment) interest on the unpaid amount of the Periodic Advance Repurchase Payment at a rate per annum equal to the Post-Default Rate (the “"Late Payment Fee”") until the overdue Periodic Advance Repurchase Payment is received in full by the Agent for the account of the Buyers.Buyer. Annex I-34 (bii) If any the Seller repurchases Purchased Assets on a any day other than prior to the last day of the a Eurodollar Period applicable to or if the related TransactionSeller repurchases Purchased Assets on any day that is not a Repurchase Date for such Purchased Assets, all of the Sellers Seller shall jointly and severally indemnify the Agent and each Buyer and hold the Agent and each Buyer harmless from any actual liabilities, losses, costs and/or expenses which Breakage Costs actually incurred by the Agent or any Buyer sustains or incurs arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained (“Breakage Costs”), in each case for the remainder of the applicable Eurodollar Period. The Agent Buyer shall deliver to the Sellers Seller a statement setting forth the amount and basis of determination of any Breakage Costs in reasonable detailCosts, it being agreed that such statement and the method of its calculation shall be conclusive and binding upon the Sellers Seller, absent manifest error. This Section 3.06(bParagraph 3(e)(ii) shall survive termination of this Repurchase Agreement and the repurchase of all Purchased Assets subject to Transactions hereunderhereunder until the expiration of the applicable statute of limitations.

Payment of Price Differential. (a) Notwithstanding that the Sellers, the Agent Purchaser and the Buyers Seller intend that the Transactions hereunder be sales to the Buyers Purchaser of the Purchased Assets, the Sellers Seller shall pay to the Agent, for Purchaser the account accreted value of the Buyers, an amount equal to the accrued Price Differential of each Transaction through but not including the Payment Calculation Date (each such payment, a “Periodic Advance Repurchase Payment”) on each Payment Date less any portion thereof previously paid, if anyDate. The Agent Purchaser shall deliver to the SellersSeller, via Electronic Transmission, notice of the required Periodic Advance Repurchase Payment, Price Differential due (along with other amounts owed and a detailed calculation thereof, to be paid under Section 2.6) on or prior to the fifth second (5th2nd) Business Day preceding each Payment Date; provided, however, the Purchaser’s failure to deliver such notice on a timely basis shall not affect the Seller’s or any other Person’s obligation to pay such amounts. If the Sellers fail Seller fails to make pay all or any part of the Periodic Advance Repurchase Payment Price Differential and the other amounts due by 5:00 p.m.11:00 a.m., New York City Charlotte, North Carolina time, on the Payment Date, the Sellers Seller shall be obligated to pay to the Agent for the account of the Buyers Purchaser (in addition to, and together with, the Periodic Advance Repurchase PaymentPrice Differential and the other amounts due) interest on the unpaid amount of the Periodic Advance Repurchase Payment amounts at a rate per annum equal to the Post-–Default Rate (the “Late Payment Fee”) until the overdue Periodic Advance Repurchase unpaid amounts and Late Payment is Fee are received in full by the Agent for Purchaser. If the account of Price Differential includes any estimated Price Differential, the BuyersPurchaser shall recalculate such Price Differential after the Payment Date and, if necessary, make adjustments to the Price Differential amount due on the following Payment Date. (b) If any the Seller repurchases Purchased Assets on a any day other than prior to the last day of the a Eurodollar Period applicable to or if the related TransactionSeller repurchases Purchased Assets on any day that is not a Repurchase Date for such Purchased Assets, all of the Sellers Seller shall jointly and severally indemnify the Agent and each Buyer Purchaser and hold the Agent and each Buyer Purchaser harmless from any actual liabilities, losses, costs and/or expenses which the Agent or any Buyer sustains or incurs arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained (“Breakage Costs”), in each case Costs for the remainder of the applicable Eurodollar Period. The Agent Purchaser shall deliver to the Sellers Seller a statement setting forth the amount and basis of determination of any Breakage Costs in reasonable detailsuch detail as determined in good faith by the Purchaser to be adequate, it being agreed that such statement and the method of its calculation shall be conclusive and binding upon the Sellers Seller absent manifest error. This Section 3.06(bSubsection 2.4(b) shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunder.

Payment of Price Differential. (a) Notwithstanding that the Sellers, the Agent Purchaser and the Buyers Seller intend that the Transactions hereunder be sales to the Buyers Purchaser or its designee of the Purchased Assets, the Sellers Seller shall pay to the Agent, Deal Agent as agent for the account of the Buyers, Secured Parties an amount equal to the accrued value of the Price Differential of each Transaction through but not including for the Payment Calculation Date most recently ended Accrual Period (each such payment, a “Periodic Advance Repurchase Payment”) on each Payment Date less any portion thereof previously paid, if any. The Deal Agent shall deliver to the SellersSeller, via Electronic Transmission, notice of the required Periodic Advance Repurchase Payment, and a detailed calculation thereof, Payment on or prior to the fifth second (5th2nd) Business Day preceding each Payment Date; provided, however, the Deal Agent’s failure to timely deliver such notice shall not affect the Seller’s obligations to pay the Periodic Advance Repurchase Payment due. If the Sellers fail Seller fails to make all or part of the Periodic Advance Repurchase Payment by 5:00 p.m.11:00 a.m., New York City Charlotte, North Carolina time, on the Payment Date, the Sellers Seller shall be obligated to pay to the Deal Agent as agent for the account of the Buyers Secured Parties (in addition to, and together with, the Periodic Advance Repurchase Payment) interest on the unpaid amount of the Periodic Advance Repurchase Payment at a rate per annum equal to the Post-Default Rate (the “Late Payment Fee”) until the overdue Periodic Advance Repurchase Payment is received in full by the Agent for the account of the BuyersDeal Agent. (b) If The Seller shall be responsible for the payment of all Breakage Costs incurred in connection with any Seller repurchases Purchased Assets on a day other than the last day repurchase or prepayment of the Eurodollar Period applicable to the related Transaction, all of the Sellers shall jointly and severally indemnify the Agent and each Buyer and hold the Agent and each Buyer harmless from any actual liabilities, losses, costs and/or expenses which the Agent Repurchase Price or any Buyer sustains or incurs arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained (“Breakage Costs”), in each case for the remainder of the applicable Eurodollar PeriodPrice Differential. The Deal Agent shall deliver to the Sellers Seller a statement setting forth the amount and basis of determination of any Breakage Costs in reasonable detailCosts, it being agreed that such statement and the method of its calculation shall be conclusive and binding upon the Sellers Seller absent manifest error. This Section 3.06(bSubsection 2.5(b) shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunder.

Payment of Price Differential. (a) Notwithstanding that the Sellers, the Agent Purchaser and the Buyers Seller intend that the Transactions hereunder be sales to the Buyers Purchaser or its designee of the Purchased Assets, the Sellers Seller shall pay to the Agent, Deal Agent as agent for the account Secured Parties the accreted value of the Buyers, an amount equal to the accrued Price Differential of each Transaction through but not including the Payment Calculation Date (each such payment, a “Periodic Advance Repurchase Payment”) on each Payment Date less any portion thereof previously paid, if anyDate. The Deal Agent shall deliver to the SellersSeller, via Electronic Transmission, notice of the required Periodic Advance Repurchase PaymentPayment (along with the calculation of the Unused Fee, if any, and a detailed calculation thereof, other amounts owed and to be paid under Section 2.8) on or prior to the fifth second (5th2nd) Business Day preceding each Payment Date. If the Sellers fail Seller fails to make all or part of the Periodic Advance Repurchase Payment and the other amounts due by 5:00 p.m., New York City time, 1:00 p.m. on the Payment Date, the Sellers Seller shall be obligated to pay to the Deal Agent as agent for the account of the Buyers Secured Parties (in addition to, and together with, the Periodic Advance Repurchase PaymentPayment and the other amounts due) interest on the unpaid amount of the Periodic Advance Repurchase Payment amounts at a rate per annum equal to the Post-–Default Rate (the “Late Payment Fee”) until the overdue Periodic Advance Repurchase Payment is unpaid amounts are received in full by the Deal Agent. If the Periodic Advance Repurchase Payment includes any estimated Price Differential, the Deal Agent for shall recalculate such Price Differential after the account of Payment Date and, if necessary, make adjustments to the BuyersPeriodic Advance Repurchase Payment amount due on the following Payment Date. (b) If The Seller shall be responsible for the payment of all Breakage Costs incurred in connection with any Seller repurchases Purchased Assets on a day other than the last day repurchase or prepayment of the Eurodollar Period applicable to the related Transaction, all of the Sellers shall jointly and severally indemnify the Agent and each Buyer and hold the Agent and each Buyer harmless from any actual liabilities, losses, costs and/or expenses which the Agent Repurchase Price or any Buyer sustains or incurs arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained (“Breakage Costs”), in each case for the remainder of the applicable Eurodollar PeriodPrice Differential. The Deal Agent shall deliver to the Sellers Seller a statement setting forth the amount and basis of determination of any Breakage Costs in reasonable detailCosts, it being agreed that such statement and the method of its calculation shall be conclusive and binding upon the Sellers Seller absent manifest error. This Section 3.06(bSubsection 2.5(b) shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunder.

Payment of Price Differential. (a) Notwithstanding that the Sellers, the Agent Purchaser and the Buyers Seller intend that the Transactions hereunder be sales to the Buyers Purchaser or its designee of the Purchased Assets, the Sellers Seller shall pay to the Agent, Deal Agent as agent for the account Secured Parties the accreted value of the Buyers, an amount equal to the accrued Price Differential of each Transaction through but not including the Payment Calculation Date (each such payment, a “Periodic Advance Repurchase Payment”) on each Payment Date less any portion thereof previously paid, if anyDate. The Deal Agent shall deliver to the SellersSeller, via Electronic Transmission, notice of the required Periodic Advance Repurchase PaymentPrice Differential due (along with the calculation of the Unused Fee, if any, and a detailed calculation thereof, other amounts owed and to be paid under this Agreement and the other Repurchase Documents) on or prior to the fifth second (5th2nd) Business Day preceding each Payment Date; provided, however, the Deal Agent’s failure to deliver such notice on a timely basis shall not affect the Seller’s or any other Person’s obligation to pay such amounts. If the Sellers fail Seller fails to make pay all or any part of the Periodic Advance Repurchase Payment Price Differential due and the other amounts due by 5:00 p.m.11:00 a.m., New York City Charlotte, North Carolina time, on the Payment Date, the Sellers Seller shall be obligated to pay to the Deal Agent as agent for the account of the Buyers Secured Parties (in addition to, and together with, the Periodic Advance Repurchase PaymentPrice Differential and the other amounts due) interest on a Late Payment Fee in connection with the unpaid amount of amounts until the Periodic Advance Repurchase Payment at a rate per annum equal to the Post-Default Rate (the “unpaid amounts and Late Payment Fee”) until the overdue Periodic Advance Repurchase Payment is Fee are received in full by the Deal Agent. If the Price Differential includes any estimated Price Differential, the Deal Agent for shall recalculate such Price Differential after the account of Payment Date and, if necessary, make adjustments to the BuyersPrice Differential amount due on the following Payment Date. (b) If The Seller shall be responsible for the payment of all Breakage Costs incurred in connection with any Seller repurchases Purchased Assets on a day other than the last day repurchase or prepayment of the Eurodollar Period applicable to the related Transaction, all of the Sellers shall jointly and severally indemnify the Agent and each Buyer and hold the Agent and each Buyer harmless from any actual liabilities, losses, costs and/or expenses which the Agent Repurchase Price or any Buyer sustains or incurs arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained (“Breakage Costs”), in each case for the remainder of the applicable Eurodollar PeriodPrice Differential. The Deal Agent shall deliver to the Sellers Seller a statement setting forth the amount and basis of determination of any Breakage Costs in reasonable detailCosts, it being agreed that such statement and the method of its calculation shall be conclusive and binding upon the Sellers Seller absent manifest error. This Section 3.06(bSubsection 2.5(c) shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunder.

Payment of Price Differential. (a) Notwithstanding that the Sellers, the Agent Purchaser and the Buyers Seller intend that the Transactions hereunder be sales to the Buyers Purchaser of the Purchased Assets, the Sellers Seller shall pay to the Agent, for the account of the Buyers, Purchaser an amount equal to the accrued value of the Price Differential of each Transaction through but not including for the Payment Calculation Date most recently ended Accrual Period (each such payment, a “Periodic Advance Repurchase Payment”) on each Payment Date less any portion thereof previously paid, if any. The Agent Purchaser shall deliver to the SellersSeller, via Electronic Transmission, notice of the required Periodic Advance Repurchase Payment, and a detailed calculation thereof, Payment on or prior to the fifth second (5th2nd) Business Day preceding each Payment Date; provided, however, the Purchaser’s failure to timely deliver such notice shall not affect the Seller’s obligations to pay the Periodic Advance Repurchase Payment due. If the Sellers fail Seller fails to make all or part of the Periodic Advance Repurchase Payment by 5:00 p.m.11:00 a.m., New York City Charlotte, North Carolina time, on the Payment Date, the Sellers Seller shall be obligated to pay to the Agent for the account of the Buyers Purchaser (in addition to, and together with, the Periodic Advance Repurchase Payment) interest on the unpaid amount of the Periodic Advance Repurchase Payment at a rate per annum equal to the Post-Default Rate (the “Late Payment Fee”) until the overdue Periodic Advance Repurchase Payment is received in full by the Agent for the account of the BuyersPurchaser. (b) If any the Seller repurchases Purchased Assets on a any day other than prior to the last day of the a Eurodollar Period applicable to or if the related TransactionSeller repurchases Purchased Assets on any day that is not a Repurchase Date for such Purchased Assets, all of the Sellers Seller shall jointly and severally indemnify the Agent and each Buyer Purchaser and hold the Agent and each Buyer Purchaser harmless from any actual liabilities, losses, costs and/or expenses which Breakage Costs actually incurred by the Agent or any Buyer sustains or incurs arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained (“Breakage Costs”), in each case Purchaser for the remainder of the applicable Eurodollar Period. The Agent Purchaser shall deliver to the Sellers Seller a statement setting forth the amount and basis of determination of any Breakage Costs in reasonable detailCosts, it being agreed that such statement and the method of its calculation shall be conclusive and binding upon the Sellers Seller, absent manifest error. This Section 3.06(bSubsection 2.5(b) shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunderhereunder until the expiration of the applicable statute of limitations.

Payment of Price Differential. (a) Notwithstanding that the Sellers, the Agent Purchaser and the Buyers Seller intend that the Transactions hereunder be sales to the Buyers Purchaser of the Purchased Assets, the Sellers Seller shall pay to the Agent, for Purchaser the account accreted value of the Buyers, an amount equal to the accrued Price Differential of each Transaction through but not including the Payment Calculation Date (each such payment, a “"Periodic Advance Repurchase Payment”") on each Payment Date less any portion thereof previously paid, if anyDate. The Agent Purchaser shall deliver to the SellersSeller, via Electronic Transmission, notice of the required Periodic Advance Repurchase PaymentPayment (along with the calculation of the Unused Fee, if any, and a detailed calculation thereof, other amounts owed and to be paid under Section 2.8) on or prior to the fifth second (5th2nd) Business Day preceding each Payment Date. If the Sellers fail Seller fails to make all or part of the Periodic Advance Repurchase Payment and the other amounts due by 5:00 p.m., New York City time, 3:00 p.m. on the Payment Date, the Sellers Seller shall be obligated to pay to the Agent for the account of the Buyers Purchaser (in addition to, and together with, the Periodic Advance Repurchase PaymentPayment and the other amounts due) interest on the unpaid amount of the Periodic Advance Repurchase Payment amounts at a rate per annum equal to the Post-Default Rate (the “"Late Payment Fee”") until the overdue Periodic Advance Repurchase Payment is unpaid amounts are received in full by the Agent for Purchaser. If the account of Periodic Advance Repurchase Payment includes any estimated Price Differential, the BuyersPurchaser shall recalculate such Price Differential after the Payment Date and, if necessary, make adjustments to the Periodic Advance Repurchase Payment amount due on the following Payment Date. (b) If any the Seller repurchases Purchased Assets on a any day other than prior to the last day of the Eurodollar Period applicable to or if the related TransactionSeller repurchases Purchased Assets on any day that is not a Repurchase Date for such Purchased Assets, all of the Sellers Seller shall jointly and severally indemnify the Agent and each Buyer Purchaser and hold the Agent and each Buyer Purchaser harmless from any actual liabilities, losses, costs and/or expenses which that the Agent Purchaser may sustain or any Buyer sustains or incurs Loan Purchase and Repurchase Agreement (Wachovia and Arbor) 31 incur arising from the reemployment of funds obtained by Buyer the Purchaser hereunder or from fees payable to terminate the deposits from which such funds were obtained (“"Breakage Costs”"), in each case for the remainder of the applicable Eurodollar Period. The Agent Purchaser shall deliver to the Sellers Seller a statement setting forth the amount and basis of determination of any Breakage Costs in reasonable detailsuch detail as determined in good faith by the Purchaser to be adequate, it being agreed that such statement and the method of its calculation shall be conclusive and binding upon the Sellers Seller absent manifest error. This Section 3.06(bSubsection 2.5(b) shall survive termination of this Agreement and the repurchase of all Purchased Assets subject to Transactions hereunder.

Payment of Price Differential. (a) Notwithstanding that the Sellers, the Agent Seller and the Buyers Buyer intend that the Transactions hereunder be sales to the Buyers Buyer of the Purchased Assets, the Sellers Seller shall pay to the Agent, for the account of the Buyers, Buyer an amount equal to the accrued Price Differential of each Transaction through but not including the Payment Calculation Date (each such payment, a “Periodic Advance Repurchase Payment”) on each Payment Date less any portion thereof previously paid, if any. The Agent Buyer shall deliver to the SellersSeller, via Electronic Transmission, notice of the required Periodic Advance Repurchase Payment, and a detailed calculation thereof, on or prior to the fifth (5th) Business Day preceding each Payment Date. If the Sellers fail Seller fails to make all or part of the Periodic Advance Repurchase Payment by 5:00 p.m., New York City time, on the Payment Date, the Sellers Seller shall be obligated to pay to the Agent for the account of the Buyers Buyer (in addition to, and together with, the Periodic Advance Repurchase Payment) interest on the unpaid amount of the Periodic Advance Repurchase Payment at a rate per annum equal to the Post-Default Rate (the “Late Payment Fee”) until the overdue Periodic Advance Repurchase Payment is received in full by the Agent for the account of the BuyersBuyer. (b) If any Seller repurchases Purchased Assets on a day other than the last day of the Eurodollar Period applicable to the related Transaction, all of the Sellers Seller shall jointly and severally indemnify the Agent and each Buyer and hold the Agent and each Buyer harmless from any actual liabilities, losses, costs and/or expenses which the Agent or any Buyer sustains or incurs arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained (“Breakage Costs”), in each case for the remainder of the applicable Eurodollar Period; provided, however, that Breakage Costs in a combined amount that does not exceed $1,000,000 that are incurred as a result of the issuance of collateralized debt obligations pursuant to a CDO Vehicle shall not be payable by Seller if Seller has made every reasonable effort to cause the CDO Vehicle transaction to occur as close as possible to last day of the applicable Eurodollar Period. The Agent Buyer shall deliver to the Sellers Seller a statement setting forth the amount and basis of determination of any Breakage Costs in reasonable detail, it being agreed that such statement and the method of its calculation shall be conclusive and binding upon the Sellers Seller absent manifest error. This Section 3.06(b) shall survive termination of this Agreement and repurchase of all Purchased Assets subject to Transactions hereunder.

Payment of Price Differential. (a) Notwithstanding that the Sellers, the Agent Sellers and the Buyers Buyer intend that the Transactions hereunder be sales to the Buyers Buyer of the Purchased Assets, the Sellers shall pay to the Agent, for the account of the Buyers, Buyer an amount equal to the accrued Price Differential of each Transaction through but not including the Payment Calculation Date (each such payment, a “"Periodic Advance Repurchase Payment”") on each Payment Date less any portion thereof previously paid, if any. The Agent Buyer shall deliver to the Sellers, via Electronic Transmission, notice of the required Periodic Advance Repurchase Payment, and a detailed calculation thereof, on or prior to the fifth (5th) Business Day preceding each Payment Date. If the Sellers fail to make all or part of the Periodic Advance Repurchase Payment by 5:00 p.m., New York City time, on the Payment Date, the Sellers shall be obligated to pay to the Agent for the account of the Buyers Buyer (in addition to, and together with, the Periodic Advance Repurchase Payment) interest on the unpaid amount of the Periodic Advance Repurchase Payment at a rate per annum equal to the Post-Default Rate (the “"Late Payment Fee”") until the overdue Periodic Advance Repurchase Payment is received in full by the Agent for the account of the BuyersBuyer. (b) If any Seller repurchases Purchased Assets on a day other than the last day of the Eurodollar Period applicable to the related Transaction, all of the Sellers shall jointly and severally indemnify the Agent and each Buyer and hold the Agent and each Buyer harmless from any actual liabilities, losses, costs and/or expenses which the Agent or any Buyer sustains or incurs arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained (“"Breakage Costs”"), in each case for the remainder of the applicable Eurodollar Period. The Agent Buyer shall deliver to the Sellers a statement setting forth the amount and basis of determination of any Breakage Costs in reasonable detail, it being agreed that such statement and the method of its calculation shall be conclusive and binding upon the Sellers absent manifest error. This Section 3.06(b) shall survive termination of this Agreement and repurchase of all Purchased Assets subject to Transactions hereunder.. ARTICLE IV