Common use of Payment on Account of Repurchase or Redelivery of Consigned Precious Metal Clause in Contracts

Payment on Account of Repurchase or Redelivery of Consigned Precious Metal. (a) Upon the occurrence of an Event of Default (other than an Event of Default described in ss.ss.9.1(j) and 9.1(k)) and upon Notice from the Agent to the Consignees of the purchase referred to below, unless the Consignees shall, on the date of dispatch of such Notice, immediately Redeliver to the Agent an amount of Precious Metal, in bullion form (which Precious Metal shall be subject to no Liens), equal to all outstanding Consigned Precious Metal, the Consignees shall be deemed to have purchased from the Agent, on the date of dispatch of such Notice, all outstanding Consigned Precious Metal at the then applicable Fair Market Value thereof, and the Consignees shall immediately pay (such obligation to pay to be borne jointly and severally by the Consignees) to the Agent such amount equal to the Fair Market Value of all outstanding Consigned Precious Metal. (b) If, on any date, either the number of txxx ounces or the Fair Market Value of all Consigned Precious Metal shall exceed the Consignment Limit, the Agent shall calculate the amount of Consigned Precious Metal (measured in txxx ounces) of such excess, and the Consignees jointly and severally agree to either (i) pay to the Agent an amount in Dollars equal to the Fair Market Value (on the Business Day following the date of determination) of such excess plus twenty-five cents ($0.25) per txxx ounce of such excess, and the Agent shall be deemed to have sold to the Consignees an amount of Consigned Precious Metal equal to such excess, (ii) Redeliver to the Agent Consigned Precious Metal in quantities (measured in txxx ounces) equal to such excess, or (iii) Redeliver to the Agent, Precious Metal, in bullion form, in an amount (measured in txxx ounces) equal to the amount of such excess; provided, that any such Precious Metal Redelivered to the Agent in bullion form shall not be subject to any Lien. (c) In connection with any sale by any Consignee of Consigned Precious Metal (other than as part of a Purchase and Consignment pursuant to the terms hereof), so long as no Default or Event of Default has occurred and is continuing, the Consignees jointly and severally agree that they shall immediately either (i) pay to the Agent an amount in Dollars equal to the Fair Market Value (on the Business Day following the date of such sale) of such sold Consigned Precious Metal plus twenty-five cents ($0.25) per txxx ounce of such sold Consigned Precious Metal, (ii) Redeliver to the Agent, Precious Metal, in bullion form, in an amount (measured in txxx ounces) equal to the amount of such sold Consigned Precious Metal; provided, that any such Precious Metal Redelivered to the Agent in bullion form shall not be subject to any Lien, or (iii) Redeliver to the Agent additional Eligible Specified Gold Jewelry (which Redelivery, if the Consignees shall not have purchased such sold Consigned Precious Metal pursuant to clause (i) hereof or Redelivered such Precious Metal, in bullion form, pursuant to clause (ii) hereof, shall be automatic) which shall constitute Consigned Precious Metal in quantities equal to any Consigned Precious Metal sold. At all times following the occurrence and during the continuance of an Event of Default, upon any sale by any Consignee of Precious Metal which prior to such Consignee's purchase thereof pursuant to ss.2.4 (a) constituted Consigned Precious Metal, the Consignees shall (except as otherwise provided in the Intercreditor Agreement) hold the proceeds of such sale in trust for the Agent and shall immediately deliver to the Agent the proceeds of such sale to be applied to the Obligations in accordance with ss.9.4 hereof. Prior to the occurrence of a Default or an Event of Default and absent other instruction by the Consignees, the Agent shall apply Dollar amounts received to reduction of Consigned Precious Metal, for application first to Consignment Base Rate Amounts and then to Consignment Fixed Rate Amounts and, subject to a Gold Settlement, for allocation among the Fronting Institutions in accordance with their respective Commitment Percentages of the Consignment Fixed Rate Amounts reduced. (d) At any time before the Maturity Date, any Consignee may, at its election, purchase any or all Consigned Precious Metal from the Agent in whole or in part, without penalty, provided that any full or partial repurchase of the outstanding amount of Consignment Fixed Rate Amounts of Consigned Precious Metal pursuant to this ss.2.4(d) may be made only on the last day of the Interest Period relating thereto. The Consignees shall give the Agent, no later than 2:00 p.m., Boston time, two (2) Business Days' prior Notice of any proposed purchase of Consigned Precious Metal specifying the amount of Consigned Precious Metal to be so purchased, the proposed date of purchase and the identity of the Consignee making such purchase, which Notice shall be irrevocable and binding on the Consignees and shall obligate the Consignees to purchase such Consigned Precious Metal on the proposed date of purchase. Each such purchase of Consignment Base Rate Amounts shall, unless otherwise agreed by the Agent, be in a minimum amount of one thousand (1,000) txxx ounces or an integral multiple of one hundred (100) txxx ounces in excess thereof, with accrued Daily Consignment Fees on the Consignment Base Rate Amounts so purchased being due on the earliest to occur of a Default or Event of Default and the first day of the calendar month following the calendar month in which such purchase is made, and each such purchase of Consignment Fixed Rate Amounts shall, unless otherwise agreed by the Agent, be in a minimum amount three thousand (3,000) txxx ounces or an integral multiple of one thousand (1,000) txxx ounces in excess thereof and shall be accompanied by a payment of all accrued but unpaid Daily Consignment Fees on the amount so purchased. Each such purchase shall be at a price equal to, at the Consignees' option, (i) the sum of (A) the Fair Market Value of Precious Metal two (2) Business Days prior to the date of the Consignee's purchase of Consigned Precious Metal, plus (B) twenty-five cents ($0.25) per txxx ounce of Precious Metal being purchased, or (ii) the Spot Value on the date of the Agent's receipt of the Notice described above, and, prior to the occurrence of a Default or an Event of Default, shall be applied to effect a reduction of Consigned Precious Metal, for application first to Consignment Base Rate Amounts and then to Consignment Fixed Rate Amounts for allocation among the Fronting Institutions other than the Agent in accordance with their respective Commitment Percentages of the Consignment Fixed Rate Amounts reduced; provided, however, that, in lieu of paying in Dollars the Fair Market Value, or Spot Value, as the case may be, of such Consigned Precious Metal, the Consignees may, at their option, Redeliver to the Agent, Precious Metal, in bullion form, in an amount (measured in txxx ounces) equal to the amount of Consigned Precious Metal being purchased; provided, that any such Precious Metal Redelivered to the Agent in bullion form shall not be subject to any Lien. (e) All purchases of Consignment Fixed Rate Amounts prior to the end of an Interest Period shall jointly and severally obligate the Consignees to pay any breakage costs associated with such Consignment Fixed Rate Amounts in accordance with ss.4.3 hereof. (f) The Consignees shall have the right at any time and from time to time upon five (5) Business Days' prior written notice to the Agent to reduce the Total Commitment by $5,000,000 or an integral multiple thereof; provided that the Total Commitment shall not be reduced below $10,000,000 at any time; and provided further that any repurchase of any outstanding amount of Consignment Fixed Rate Amounts of Consigned Precious Metal resulting from any such reduction of the Total Commitment pursuant to this ss.2.4(f) may be made only on the last day of the Interest Period relating thereto and provided further that any such reduction in the Total Commitment shall result in a pro rata reduction in the Commitments of each Institution. Promptly after receiving any notice of the Consignees delivered pursuant to this ss.2.4(f), the Agent will notify the Institutions of the substance thereof. Upon the effective date of any such reduction of the Total Commitment, the Consignees shall, at their option, (a) purchase from the Agent all Consigned Precious Metal outstanding in excess of such reduced Total Commitment by paying to the Agent, for the respective accounts of the Fronting Institutions to the extent the Consignment Fixed Rate Amounts are reduced, an amount equal to the Fair Market Value as of such date of the amount of such excess Consigned Precious Metal plus twenty-five cents ($0.25) per txxx ounce of such excess Consigned Precious Metal, together with any and all accrued and unpaid Daily Consignment Fees and other amounts accrued thereon, or (b) Redeliver to the Agent, for its own account, and for the respective accounts of the Fronting Institutions to the extent that Consignment Fixed Rate Amounts are reduced, Precious Metal, in bullion form, in an amount (measured in txxx ounces) equal to all Consigned Precious Metal outstanding in excess of such reduced Total Commitment, together with any and all accrued and unpaid Daily Consignment Fees and other amounts accrued thereon. No reduction of the Total Commitment pursuant to this ss.2.4(f) may be reinstated.

Payment on Account of Repurchase or Redelivery of Consigned Precious Metal. (a) Upon Notwithstanding the provisions of ss.6.1(b), upon the occurrence and during the continuance of an Event of Default (other than an Event of Default described in ss.ss.9.1(jss.16.1(g) and 9.1(kor (h)) and upon Notice notice from the Gold Agent to the Consignees of the purchase referred to belowBorrower, unless the Consignees Borrower shall, on the date of dispatch of such Noticenotice, immediately Redeliver to the Gold Agent an amount of Precious Metal, in bullion form (which Borrower's Precious Metal shall be subject to no Liens), (measured in xxxx ounces) equal to all outstanding Consigned Precious Metal, the Consignees Borrower shall be deemed to have purchased from the Gold Agent, on the date of dispatch of such Noticenotice, all outstanding Consigned Precious Metal at the then applicable Fair Market Spot Value thereof, and the Consignees Gold Agent, on behalf of the Gold Banks (based upon each Gold Bank's Gold Commitment Percentage of such outstanding Consigned Precious Metal immediately prior to such conversion), shall immediately pay (such obligation simultaneously be deemed to pay have made Gold Loans to be borne jointly and severally the Borrower in amounts equal to the Spot Value of Consigned Precious Metal. Such Gold Loans deemed to have been made by the ConsigneesGold Agent on behalf of the Gold Banks shall be treated as Gold Loans made pursuant to ss.8.3(b) hereof for all purposes under this Credit Agreement (including, without limitation, the provisions of ss.8.6 hereof relating to Settlements). (b) Upon the occurrence and during the continuance of an Event of Default described in Section 16.1(g) or (h), each Gold Bank severally agrees to purchase from the Gold Agent such amount a participating interest in all outstanding Consigned Precious Metal (if any) equal to such Gold Bank's Gold Commitment Percentage of the Fair Market Value of all outstanding Consigned Precious MetalMetal as of the date of such Event of Default (a "Consignment Participation"). Not later than 11:00 a.m. (Boston time) on the Business Day following such Event of Default described in Section 16.1(g) or (h), each of the Gold Banks will make available to the Gold Agent, at the Gold Agent's Head Office, in immediately available funds, an amount in Dollars equal to such Gold Bank's Consignment Participation. If any Bank makes available to the Gold Agent such amount on a date after such date, such Gold Bank shall pay to the Gold Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Gold Agent for federal funds acquired by the Gold Agent during each day included in such period, times (ii) the amount owed by such Gold Bank to the Gold Agent, times (iii) a fraction, the numerator of which is the number of days that elapse from and including such date the amounts were owed to the Gold Agent to the date on which the amounts due pursuant to the Consignment Participation shall become immediately available to the Gold Agent, and the denominator of which is 360. A statement of the Gold Agent submitted to such Gold Bank with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount due and owing to the Gold Agent by such Gold Bank. The failure or refusal of any Gold Bank to make available to the Gold Agent at the aforesaid time and place its Consignment Participation shall not relieve any other Gold Bank from its several obligations hereunder to make available to the Gold Agent its Consignment Participation. (bc) If, on any date, either the number of txxx ounces or the Fair Market Value of all Consigned Precious Metal shall exceed the Consignment LimitDollar Cap, the Gold Agent shall calculate the amount of Consigned Precious Metal (measured in txxx ouncesxxxx ounces and calculated by reference to the Fair Market Value thereof on the date of determination) of such excess, and the Consignees jointly and severally agree to Borrower shall either (i) pay to the Gold Agent an amount in Dollars equal to the Fair Market Value (on the Business Day following the date of determination) of such excess plus twenty-five cents ($0.25) per txxx ounce of such excess, and the Gold Agent shall be deemed to have sold to the Consignees Borrower an amount of Consigned Precious Metal equal to such excess, or (ii) Redeliver to the Gold Agent Consigned Precious Metal in quantities (measured in txxx xxxx ounces) equal to such excess. If, on any date of determination, the number of xxxx ounces of Consigned Precious Metal shall exceed the Consignment Ounce Cap, the Borrower shall either (i) repurchase from the Gold Agent such excess at the Fair Market Value thereof on the Business Day following the date of determination, or (iiiii) Redeliver to the Agent, Gold Agent Consigned Precious Metal, Metal in bullion form, in an amount quantities (measured in txxx xxxx ounces) equal to such excess. If, on any date of determination, the Fair Market Value of Consigned Precious Metal exceeds the Consignment Advance Rate Percentage multiplied by the Fair Market Value of the sum of (A) Consigned Precious Metal plus (B) Borrower's Precious Metal, the Borrower shall pay to the Gold Agent an amount in Dollars equal to the Fair Market Value (on the Business Day following the date of determination) of such excess; provided, that any such and the Gold Agent shall be deemed to have sold to the Borrower an amount of Consigned Precious Metal Redelivered equal to the Agent in bullion form shall not be subject to any Liensuch excess. (cd) In connection with any sale by any Consignee of Consigned Precious Metal by the Borrower (other than as part of a Purchase and Consignment pursuant to the terms hereof), so long as no Default or Event of Default has occurred and is continuing, the Consignees jointly and severally agree that they Borrower shall immediately either (i) pay to the Gold Agent an amount in Dollars equal to the Fair Market Value (on the Business Day following the date of such sale) of such sold Consigned Precious Metal plus twenty-five cents ($0.25) per txxx ounce of such sold Consigned Precious Metal, (ii) Redeliver to the Agent, Precious Metal, in bullion form, in Gold Agent an amount of Borrower's Precious Metal (measured in txxx xxxx ounces) equal to the amount of such sold Consigned Precious Metal; provided, that any such Precious Metal Redelivered to the Agent in bullion form shall not be subject to any Lien, or (iii) Redeliver to the Agent Replace such Consigned Precious Metal, so long as no Event of Default has occurred and is continuing, with additional Eligible Specified Gold Jewelry Precious Metal (which Redeliveryreplacement, if the Consignees Borrower shall not have purchased such sold Consigned Precious Metal pursuant to clause (i) hereof or Redelivered such Borrower's Precious Metal, in bullion form, Metal pursuant to clause (ii) hereof, shall be automaticautomatic upon such sale) which shall constitute Consigned Precious Metal in quantities equal to any Consigned Precious Metal sold. At all times following the occurrence and during the continuance of an Event of Default, upon any sale by any Consignee the Borrower of Precious Metal which prior to such Consigneethe Borrower's purchase thereof pursuant to ss.2.4ss.5.4 (a) constituted Consigned Precious Metal, the Consignees Borrower shall (except as otherwise provided in the Intercreditor Agreement) hold the proceeds of such sale in trust for the Agent Gold Agent, on behalf of the Gold Banks, and shall immediately deliver to the Gold Agent the proceeds of such sale to be applied to the Obligations in accordance with ss.9.4 ss.8.9 hereof. Prior to the occurrence of a Default or an Event of Default and absent other instruction by the ConsigneesBorrower, the Gold Agent shall apply Dollar amounts received to reduction of Consigned Precious Metal, for application first to Consignment Base Rate Amounts and then to Consignment Fixed Rate Amounts and, subject to a Gold Settlement, for allocation among the Fronting Institutions in accordance with their respective Commitment Percentages of the Consignment Fixed Rate Amounts reducedAmounts. (de) At any time before the Gold Maturity Date, any Consignee the Borrower may, at its election, purchase any or all Consigned Precious Metal from the Gold Agent in whole or in part, without penalty, provided that any full or partial repurchase of the outstanding amount of Consignment Fixed Rate Amounts of Consigned Precious Metal pursuant to this ss.2.4(dss.5.4(e) may be made only on the last day of the Interest Period relating thereto. The Consignees Borrower shall give the AgentGold Agent prior written notice, no later than 2:00 p.m.one-half hour prior to the Second London Fixing for Gold on any Business Day, Boston time, two (2) Business Days' prior Notice of any proposed purchase repurchase of Consigned Precious Metal specifying the amount of Consigned Precious Metal to be so purchased, repurchased and the proposed date of purchase and the identity of the Consignee making such purchaserepurchase, which Notice notice shall be irrevocable and binding on the Consignees Borrower and shall obligate the Consignees Borrower to purchase repurchase such Consigned Precious Metal on the proposed date of purchaserepurchase. Each such purchase repurchase of Consignment Base Rate Amounts shall, unless otherwise agreed by the Agent, shall be in a minimum amount of one thousand hundred (1,000100) txxx xxxx ounces or an integral multiple of one hundred (100) txxx ounces in excess thereof, with accrued Daily Consignment Fees and Gold Fronting Fees on the Consignment Base Rate Amounts so purchased being due on the earliest to occur of a Default or Event of Default and the first day of the calendar month following the calendar month in which such purchase is made, and each such purchase of Consignment Fixed Rate Amounts shall, unless otherwise agreed by the Agent, shall be in a minimum amount three of five thousand (3,0005,000) txxx xxxx ounces or an integral multiple of one thousand (1,0001000) txxx xxxx ounces in excess thereof and shall be accompanied by a payment of all accrued but unpaid Daily Consignment Fees and Gold Fronting Fees on the amount so purchased. Each such purchase repurchase shall be at a price equal to, at the Consignees' Borrower's option, (i) the sum of (A) the Fair Market Value of Precious Metal two (2) Business Days prior to the date of the ConsigneeBorrower's purchase of Consigned Precious Metal, plus (B) twenty-five cents ($0.25) per txxx ounce of Precious Metal being purchased, or (ii) the Spot Value on the date of the Gold Agent's receipt of the Notice written notice described above, and, prior to the occurrence of a Default or an Event of Default, shall be applied to effect a reduction of Consigned Precious Metal, for application first to Consignment Base Rate Amounts and then to Consignment Fixed Rate Amounts for allocation among the Fronting Institutions other than the Agent in accordance with their respective Commitment Percentages of the Consignment Fixed Rate Amounts reducedAmounts; provided, however, that, in lieu of paying in Dollars the Fair Market Value, or Spot Value, as the case may be, of such Consigned Precious Metal, the Consignees Borrower may, at their its option, Redeliver to the Agent, Gold Agent Borrower's Precious Metal, in bullion form, Metal in an amount (measured in txxx xxxx ounces) equal to the amount of Consigned Precious Metal being purchased; provided, that any such Precious Metal Redelivered to the Agent in bullion form shall not be subject to any Lien. (ef) All purchases of Consignment Fixed Rate Amounts prior to the end of an Interest Period shall jointly and severally obligate the Consignees Borrower to pay any breakage costs associated with such Consignment Fixed Rate Amounts in accordance with ss.4.3 hereof. (f) The Consignees shall have the right at any time and from time to time upon five (5) Business Days' prior written notice to the Agent to reduce the Total Commitment by $5,000,000 or an integral multiple thereof; provided that the Total Commitment shall not be reduced below $10,000,000 at any time; and provided further that any repurchase of any outstanding amount of Consignment Fixed Rate Amounts of Consigned Precious Metal resulting from any such reduction of the Total Commitment pursuant to this ss.2.4(f) may be made only on the last day of the Interest Period relating thereto and provided further that any such reduction in the Total Commitment shall result in a pro rata reduction in the Commitments of each Institution. Promptly after receiving any notice of the Consignees delivered pursuant to this ss.2.4(f), the Agent will notify the Institutions of the substance thereof. Upon the effective date of any such reduction of the Total Commitment, the Consignees shall, at their option, (a) purchase from the Agent all Consigned Precious Metal outstanding in excess of such reduced Total Commitment by paying to the Agent, for the respective accounts of the Fronting Institutions to the extent the Consignment Fixed Rate Amounts are reduced, an amount equal to the Fair Market Value as of such date of the amount of such excess Consigned Precious Metal plus twenty-five cents ($0.25) per txxx ounce of such excess Consigned Precious Metal, together with any and all accrued and unpaid Daily Consignment Fees and other amounts accrued thereon, or (b) Redeliver to the Agent, for its own account, and for the respective accounts of the Fronting Institutions to the extent that Consignment Fixed Rate Amounts are reduced, Precious Metal, in bullion form, in an amount (measured in txxx ounces) equal to all Consigned Precious Metal outstanding in excess of such reduced Total Commitment, together with any and all accrued and unpaid Daily Consignment Fees and other amounts accrued thereon. No reduction of the Total Commitment pursuant to this ss.2.4(f) may be reinstated.withss.8.19

Payment on Account of Repurchase or Redelivery of Consigned Precious Metal. (a) Upon Notwithstanding the provisions of ss.6.1(b), upon the occurrence and during the continuance of an Event of Default (other than an Event of Default described in ss.ss.9.1(jss.16.1(g) and 9.1(kor (h)) and upon Notice notice from the Gold Agent to the Consignees of the purchase referred to belowBorrower, unless the Consignees Borrower shall, on the date of dispatch of such Noticenotice, immediately Redeliver to the Gold Agent an amount of Precious Metal, in bullion form (which Borrower's Precious Metal shall be subject to no Liens), (measured in xxxx ounces) equal to all outstanding Consigned Precious Metal, the Consignees Borrower shall be deemed to have purchased from the Gold Agent, on the date of dispatch of such Noticenotice, all outstanding Consigned Precious Metal at the then applicable Fair Market Spot Value thereof, and the Consignees Gold Agent, on behalf of the Gold Banks (based upon each Gold Bank's Gold Commitment Percentage of such outstanding Consigned Precious Metal immediately prior to such conversion), shall immediately pay (such obligation simultaneously be deemed to pay have made Gold Loans to be borne jointly and severally the Borrower in amounts equal to the Spot Value of Consigned Precious Metal. Such Gold Loans deemed to have been made by the ConsigneesGold Agent on behalf of the Gold Banks shall be treated as Gold Loans made pursuant to ss.8.3(b) hereof for all purposes under this Credit Agreement (including, without limitation, the provisions of ss.8.6 hereof relating to Settlements). (b) Upon the occurrence and during the continuance of an Event of Default described in Section 16.1(g) or (h), each Gold Bank severally agrees to purchase from the Gold Agent such amount a participating interest in all outstanding Consigned Precious Metal (if any) equal to such Gold Bank's Gold Commitment Percentage of the Fair Market Value of all outstanding Consigned Precious MetalMetal as of the date of such Event of Default (a "Consignment Participation"). Not later than 11:00 a.m. (Boston time) on the Business Day following such Event of Default described in Section 16.1(g) or (h), each of the Gold Banks will make available to the Gold Agent, at the Gold Agent's Head Office, in immediately available funds, an amount in Dollars equal to such Gold Bank's Consignment Participation. If any Bank makes available to the Gold Agent such amount on a date after such date, such Gold Bank shall pay to the Gold Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Gold Agent for federal funds acquired by the Gold Agent during each day included in such period, times (ii) the amount owed by such Gold Bank to the Gold Agent, times (iii) a fraction, the numerator of which is the number of days that elapse from and including such date the amounts were owed to the Gold Agent to the date on which the amounts due pursuant to the Consignment Participation shall become immediately available to the Gold Agent, and the denominator of which is 360. A statement of the Gold Agent submitted to such Gold Bank with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount due and owing to the Gold Agent by such Gold Bank. The failure or refusal of any Gold Bank to make available to the Gold Agent at the aforesaid time and place its Consignment Participation shall not relieve any other Gold Bank from its several obligations hereunder to make available to the Gold Agent its Consignment Participation. (bc) If, on any date, either the number of txxx ounces or the Fair Market Value of all Consigned Precious Metal shall exceed the Consignment LimitDollar Cap, the Gold Agent shall calculate the amount of Consigned Precious Metal (measured in txxx ouncesxxxx ounces and calculated by reference to the Fair Market Value thereof on the date of determination) of such excess, and the Consignees jointly and severally agree to Borrower shall either (i) pay to the Gold Agent an amount in Dollars equal to the Fair Market Value (on the Business Day following the date of determination) of such excess plus twenty-five cents ($0.25) per txxx ounce of such excess, and the Gold Agent shall be deemed to have sold to the Consignees Borrower an amount of Consigned Precious Metal equal to such excess, or (ii) Redeliver to the Gold Agent Consigned Precious Metal in quantities (measured in txxx xxxx ounces) equal to such excess. If, on any date of determination, the number of xxxx ounces of Consigned Precious Metal shall exceed the Consignment Ounce Cap, the Borrower shall either (i) repurchase from the Gold Agent such excess at the Fair Market Value thereof on the Business Day following the date of determination, or (iiiii) Redeliver to the Agent, Gold Agent Consigned Precious Metal, Metal in bullion form, in an amount quantities (measured in txxx xxxx ounces) equal to the amount of such excess; provided. If, that on any such Precious Metal Redelivered to date of determination, the Agent in bullion form shall not be subject to any Lien. (c) In connection with any sale by any Consignee Fair Market Value of Consigned Precious Metal exceeds the Consignment Advance Rate Percentage multiplied by the Fair Market Value of the sum of (other than as part of a Purchase and Consignment pursuant to the terms hereof), so long as no Default or Event of Default has occurred and is continuingA) Consigned Precious Metal plus (B) Borrower's Precious Metal, the Consignees jointly and severally agree that they Borrower shall immediately either (i) pay to the Gold Agent an amount in Dollars equal to the Fair Market Value (on the Business Day following the date of such saledetermination) of such excess, and the Gold Agent shall be deemed to have sold to the Borrower an amount of Consigned Precious Metal plus twenty-five cents ($0.25) per txxx ounce of such sold Consigned Precious Metal, (ii) Redeliver to the Agent, Precious Metal, in bullion form, in an amount (measured in txxx ounces) equal to the amount such excess. (d) In connection with any sale of such sold Consigned Precious Metal; provided, that any such Precious Metal Redelivered to the Agent in bullion form shall not be subject to any Lien, or (iii) Redeliver to the Agent additional Eligible Specified Gold Jewelry (which Redelivery, if the Consignees shall not have purchased such sold Consigned Precious Metal by the Borrower (other than as part of a Purchase and Consignment pursuant to clause the terms hereof), the Borrower shall immediately either (i) hereof or Redelivered such Precious Metal, in bullion form, pursuant pay to clause (ii) hereof, shall be automatic) which shall constitute Consigned Precious Metal in quantities equal to any Consigned Precious Metal sold. At all times following the occurrence and during the continuance of an Event of Default, upon any sale by any Consignee of Precious Metal which prior to such Consignee's purchase thereof pursuant to ss.2.4Gold Agent (a) constituted Consigned Precious Metal, the Consignees Borrower shall (except as otherwise provided in the Intercreditor Agreement) hold the proceeds of such sale in trust for the Agent Gold Agent, on behalf of the Gold Banks, and shall immediately deliver to the Gold Agent the proceeds of such sale to be applied to the Obligations in accordance with ss.9.4 ss.8.9 hereof. Prior to the occurrence of a Default or an Event of Default and absent other instruction by the ConsigneesBorrower, the Gold Agent shall apply Dollar amounts received to reduction of Consigned Precious Metal, for application first to Consignment Base Rate Amounts and then to Consignment Fixed Rate Amounts and, subject to a Gold Settlement, for allocation among the Fronting Institutions in accordance with their respective Commitment Percentages of the Consignment Fixed Rate Amounts reducedAmounts. (de) At any time before the Gold Maturity Date, any Consignee the Borrower may, at its election, purchase any or all Consigned Precious Metal from the Gold Agent in whole or in part, without penalty, provided that any full or partial repurchase of the outstanding amount of Consignment Fixed Rate Amounts of Consigned Precious Metal pursuant to this ss.2.4(dss.5.4(e) may be made only on the last day of the Interest Period relating thereto. The Consignees Borrower shall give the AgentGold Agent prior written notice, no later than 2:00 p.m.one-half hour prior to the Second London Fixing for Gold on any Business Day, Boston time, two (2) Business Days' prior Notice of any proposed purchase repurchase of Consigned Precious Metal specifying the amount of Consigned Precious Metal to be so purchased, repurchased and the proposed date of purchase and the identity of the Consignee making such purchaserepurchase, which Notice notice shall be irrevocable and binding on the Consignees Borrower and shall obligate the Consignees Borrower to purchase repurchase such Consigned Precious Metal on the proposed date of purchaserepurchase. Each such purchase repurchase of Consignment Base Rate Amounts shall, unless otherwise agreed by the Agent, shall be in a minimum amount of one thousand hundred (1,000100) txxx xxxx ounces or an integral multiple of one hundred (100) txxx ounces in excess thereof, with accrued Daily Consignment Fees and Gold Fronting Fees on the Consignment Base Rate Amounts so purchased being due on the earliest to occur of a Default or Event of Default and the first day of the calendar month following the calendar month in which such purchase is made, and each such purchase of Consignment Fixed Rate Amounts shall, unless otherwise agreed by the Agent, shall be in a minimum amount three of five thousand (3,0005,000) txxx xxxx ounces or an integral multiple of one thousand (1,0001000) txxx xxxx ounces in excess thereof and shall be accompanied by a payment of all accrued but unpaid Daily Consignment Fees and Gold Fronting Fees on the amount so purchased. Each such purchase repurchase shall be at a price equal to, at the Consignees' Borrower's option, (i) the sum of (A) the Fair Market Value of Precious Metal two (2) Business Days prior to the date of the ConsigneeBorrower's purchase of Consigned Precious Metal, plus (B) twenty-five cents ($0.25) per txxx ounce of Precious Metal being purchased, or (ii) the Spot Value on the date of the Gold Agent's receipt of the Notice written notice described above, and, prior to the occurrence of a Default or an Event of Default, shall be applied to effect a reduction of Consigned Precious Metal, for application first to Consignment Base Rate Amounts and then to Consignment Fixed Rate Amounts for allocation among the Fronting Institutions other than the Agent in accordance with their respective Commitment Percentages of the Consignment Fixed Rate Amounts reducedAmounts; provided, however, that, in lieu of paying in Dollars the Fair Market Value, or Spot Value, as the case may be, of such Consigned Precious Metal, the Consignees Borrower may, at their its option, Redeliver to the Agent, Gold Agent Borrower's Precious Metal, in bullion form, Metal in an amount (measured in txxx xxxx ounces) equal to the amount of Consigned Precious Metal being purchased; provided, that any such Precious Metal Redelivered to the Agent in bullion form shall not be subject to any Lien. (ef) All purchases of Consignment Fixed Rate Amounts prior to the end of an Interest Period shall jointly and severally obligate the Consignees Borrower to pay any breakage costs associated with such Consignment Fixed Rate Amounts in accordance with ss.4.3 ss.8.19 hereof. (f) The Consignees shall have the right at any time and from time to time upon five (5) Business Days' prior written notice to the Agent to reduce the Total Commitment by $5,000,000 or an integral multiple thereof; provided that the Total Commitment shall not be reduced below $10,000,000 at any time; and provided further that any repurchase of any outstanding amount of Consignment Fixed Rate Amounts of Consigned Precious Metal resulting from any such reduction of the Total Commitment pursuant to this ss.2.4(f) may be made only on the last day of the Interest Period relating thereto and provided further that any such reduction in the Total Commitment shall result in a pro rata reduction in the Commitments of each Institution. Promptly after receiving any notice of the Consignees delivered pursuant to this ss.2.4(f), the Agent will notify the Institutions of the substance thereof. Upon the effective date of any such reduction of the Total Commitment, the Consignees shall, at their option, (a) purchase from the Agent all Consigned Precious Metal outstanding in excess of such reduced Total Commitment by paying to the Agent, for the respective accounts of the Fronting Institutions to the extent the Consignment Fixed Rate Amounts are reduced, an amount equal to the Fair Market Value as of such date of the amount of such excess Consigned Precious Metal plus twenty-five cents ($0.25) per txxx ounce of such excess Consigned Precious Metal, together with any and all accrued and unpaid Daily Consignment Fees and other amounts accrued thereon, or (b) Redeliver to the Agent, for its own account, and for the respective accounts of the Fronting Institutions to the extent that Consignment Fixed Rate Amounts are reduced, Precious Metal, in bullion form, in an amount (measured in txxx ounces) equal to all Consigned Precious Metal outstanding in excess of such reduced Total Commitment, together with any and all accrued and unpaid Daily Consignment Fees and other amounts accrued thereon. No reduction of the Total Commitment pursuant to this ss.2.4(f) may be reinstated.

Payment on Account of Repurchase or Redelivery of Consigned Precious Metal. (a) Upon Notwithstanding the provisions of Section 6.1(b), upon the occurrence of an Event of Default (other than an Event of Default described in ss.ss.9.1(jSection 16.1(g) and 9.1(kor (h)) and upon Notice notice from the Gold Agent to the Consignees of the purchase referred to belowBorrower, unless the Consignees Borrower shall, on the date of dispatch of such Noticenotice, immediately Redeliver to the Gold Agent for the accounts of the Gold Banks an amount of Precious Metal, in bullion form (which Borrower's Precious Metal shall be subject to no Liens), (measured in troy ounces) equal to all outstanding Consigned Precious Metal, the Consignees Borrower shall be deemed to have purchased from the Gold Agent, on the date of dispatch of such Noticenotice, all outstanding Consigned Precious Metal at the then applicable Fair Market Spot Value thereof, and the Consignees Gold Banks shall immediately pay (such obligation simultaneously be deemed to pay to be borne jointly and severally by the Consignees) have made Gold Loans to the Agent such amount Borrower in amounts equal to the Fair Market Spot Value of all outstanding Consigned Precious Metal, such Gold Loans to be made pro rata based upon the amount of each Gold Bank's share of Consigned Precious Metal outstanding immediately prior to such conversion. (b) If, on any date, either the number of txxx ounces or the Fair Market Value of all Consigned Precious Metal shall exceed the Consignment LimitDollar Cap, the Gold Agent shall calculate the amount of Consigned Precious Metal (measured in txxx ouncestroy xxxces and calculated by reference to the Fair Market Value thereof on the date of determination) of such excess, and the Consignees jointly and severally agree to Borrower shall either (i) pay to the Gold Agent an amount in Dollars equal to the Fair Market Value (on the Business Day following the date of determination) of such excess plus twentyseventy-five cents ($0.250.75) per txxx ounce troy xxxce of such excess, and the Gold Agent shall be deemed to have sold to the Consignees Borrower an amount of Consigned Precious Metal equal to such excess, or (ii) Redeliver to the Gold Agent for the accounts of the Gold Banks Consigned Precious Metal in quantities (measured in txxx ouncestroy xxxces) equal to such excess. If, on any date of determination, the number of troy ounces of Consigned Precious Metal shall exceed the Consignment Ounce Cap, the Borrower shall either (i) repurchase from the Gold Agent such excess at the Fair Market Value thereof on the Business Day following the date of determination, plus seventy-five cents ($0.75) per troy xxxce, or (iiiii) Redeliver to the AgentGold Agent for the accounts of the Gold Banks Consigned Precious Metal in quantities (measured in troy xxxces) equal to such excess. If, on any date of determination, the Fair Market Value of Consigned Precious Metal exceeds the Consignment Advance Rate Percentage multiplied by the Fair Market Value of the sum of (A) Consigned Precious Metal plus (B) Borrower's Precious Metal, in bullion form, in the Borrower shall pay to the Gold Agent an amount (measured in txxx ounces) Dollars equal to the amount Fair Market Value (on the Business Day following the date of determination) of such excess plus seventy-five cents ($0.75) per troy xxxce of such excess; provided, that any such and the Gold Agent shall be deemed to have sold to the Borrower an amount of Consigned Precious Metal Redelivered equal to the Agent in bullion form shall not be subject to any Liensuch excess. (c) In connection with any sale by any Consignee of Consigned Precious Metal by the Borrower (other than as part of a Purchase and Consignment pursuant to the terms hereof), so long as no Default or Event of Default has occurred and is continuing, the Consignees jointly and severally agree that they Borrower shall immediately either (i) pay to the Gold Agent for the account of the Gold Banks an amount in Dollars equal to the Fair Market Value (on the Business Day following the date of such sale) of such sold Consigned Precious Metal plus twentyseventy-five cents ($0.250.75) per txxx troy ounce of such sold Consigned Precious Metal, (ii) Redeliver to the Agent, Precious Metal, in bullion form, in Gold Agent for the accounts of the Gold Banks an amount of Borrower's Precious Metal (measured in txxx ouncestroy xxxces) equal to the amount of such sold Consigned Precious Metal; provided, that any such Precious Metal Redelivered to the Agent in bullion form shall not be subject to any Lien, or (iii) Redeliver to the Agent Gold Agent, so long as no Event of Default has occurred and is continuing, additional Eligible Specified Gold Jewelry Precious Metal (which Redelivery, if the Consignees Borrower shall not have purchased such sold Consigned Precious Metal pursuant to clause (i) hereof or Redelivered such Borrower's Precious Metal, in bullion form, Metal pursuant to clause (ii) hereof, shall be automaticautomatic upon such sale) which shall constitute Consigned Precious Metal in quantities equal to any Consigned Precious Metal sold. At all times following the occurrence and during the continuance of an Event of Default, upon any sale by any Consignee the Borrower of Precious Metal which prior to such Consigneethe Borrower's purchase thereof pursuant to ss.2.4Section 5.4 (a) constituted Consigned Precious Metal, the Consignees Borrower shall (except as otherwise provided in the Intercreditor Agreement) hold the proceeds of such sale in trust for the Agent Gold Agent, on behalf of the Gold Banks, and shall immediately deliver to the Gold Agent the proceeds of such sale to be applied to the Obligations in accordance with ss.9.4 Section 8.9 hereof. Prior to the occurrence of a Default or an Event of Default and absent other instruction by the ConsigneesBorrower, the Gold Agent shall apply Dollar amounts received to reduction of Consigned Precious Metal, for application first to Consignment Base Rate Amounts and then to Consignment Fixed Rate Amounts and, subject to a Gold Settlement, and for allocation among the Fronting Institutions Gold Banks in accordance with their respective Gold Commitment Percentages of the Consignment Fixed Rate Amounts reducedConsigned Precious Metal. (d) At any time before the Maturity Date, any Consignee the Borrower may, at its election, purchase any or all Consigned Precious Metal from the Gold Agent in whole or in part, without penalty, provided that any full or partial repurchase of the outstanding amount of Consignment Fixed Rate Amounts of Consigned Precious Metal pursuant to this ss.2.4(dSection 5.4(d) may be made only on the last day of the Interest Period relating thereto. The Consignees Borrower shall give the Gold Agent, no later than 2:00 p.m., Boston time, two three (23) Business Days' prior Notice written notice of any proposed purchase repurchase of Consigned Precious Metal specifying the amount of Consigned Precious Metal to be so purchased, repurchased and the proposed date of purchase and the identity of the Consignee making such purchaserepurchase, which Notice notice shall be irrevocable and binding on the Consignees Borrower and shall obligate the Consignees Borrower to purchase repurchase such Consigned Precious Metal on the proposed date of purchaserepurchase. Each such purchase repurchase of Consignment Base Rate Amounts shall, unless otherwise agreed by the Agent, shall be in a minimum amount of one thousand three hundred (1,000300) txxx ounces troy xxxces or an integral multiple of one hundred (100) txxx ounces in excess thereof, with accrued Daily Consignment Fees on the Consignment Base Rate Amounts so purchased being due on the earliest to occur of a Default or Event of Default and the first day of the calendar month following the calendar month in which such purchase is made, and each such purchase of Consignment Fixed Rate Amounts shall, unless otherwise agreed by the Agent, shall be in a minimum amount three of one thousand (3,0001,000) txxx ounces troy xxxces or an integral multiple of one thousand hundred (1,000100) txxx ounces troy xxxces in excess thereof and shall be accompanied by a payment of all accrued but unpaid Daily Consignment Fees on the amount so purchased. Each such purchase repurchase shall be at a price equal to, at the Consignees' Borrower's option, (i) the sum of (A) the Fair Market Value of Precious Metal two (2) Business Days prior to the date of the ConsigneeBorrower's purchase of Consigned Precious Metal, plus (B) twentyseventy-five cents ($0.250.75) per txxx ounce troy xxxce of Precious Metal being purchasedrepurchased, or (ii) the Spot Value on the date of the Gold Agent's receipt of the Notice written notice described above, and, prior to the occurrence of a Default or an Event of Default, shall be applied to effect a reduction of Consigned Precious Metal, for application first to Consignment Base Rate Amounts and then to Consignment Fixed Rate Amounts and for allocation among the Fronting Institutions other than the Agent Gold Banks in accordance with their respective Gold Commitment Percentages of the Consignment Fixed Rate Amounts reducedConsigned Precious Metal; provided, however, that, in lieu of paying in Dollars the Fair Market Value, or Spot Value, as the case may be, of such Consigned Precious Metal, the Consignees Borrower may, at their its option, Redeliver to the Agent, Consignor Borrower's Precious Metal, in bullion form, Metal in an amount (measured in txxx ouncestroy xxxces) equal to the amount of Consigned Precious Metal being purchased; provided, that any such Precious Metal Redelivered to the Agent in bullion form shall not be subject to any Lien. (e) All purchases of Consignment Fixed Rate Amounts prior to the end of an Interest Period shall jointly and severally obligate the Consignees Borrower to pay any breakage costs associated with such Consignment Fixed Rate Amounts in accordance with ss.4.3 Section 8.19 hereof. (f) The Consignees shall have the right at any time and from time to time upon five (5) Business Days' prior written notice to the Agent to reduce the Total Commitment by $5,000,000 or an integral multiple thereof; provided that the Total Commitment shall not be reduced below $10,000,000 at any time; and provided further that any repurchase of any outstanding amount of Consignment Fixed Rate Amounts of Consigned Precious Metal resulting from any such reduction of the Total Commitment pursuant to this ss.2.4(f) may be made only on the last day of the Interest Period relating thereto and provided further that any such reduction in the Total Commitment shall result in a pro rata reduction in the Commitments of each Institution. Promptly after receiving any notice of the Consignees delivered pursuant to this ss.2.4(f), the Agent will notify the Institutions of the substance thereof. Upon the effective date of any such reduction of the Total Commitment, the Consignees shall, at their option, (a) purchase from the Agent all Consigned Precious Metal outstanding in excess of such reduced Total Commitment by paying to the Agent, for the respective accounts of the Fronting Institutions to the extent the Consignment Fixed Rate Amounts are reduced, an amount equal to the Fair Market Value as of such date of the amount of such excess Consigned Precious Metal plus twenty-five cents ($0.25) per txxx ounce of such excess Consigned Precious Metal, together with any and all accrued and unpaid Daily Consignment Fees and other amounts accrued thereon, or (b) Redeliver to the Agent, for its own account, and for the respective accounts of the Fronting Institutions to the extent that Consignment Fixed Rate Amounts are reduced, Precious Metal, in bullion form, in an amount (measured in txxx ounces) equal to all Consigned Precious Metal outstanding in excess of such reduced Total Commitment, together with any and all accrued and unpaid Daily Consignment Fees and other amounts accrued thereon. No reduction of the Total Commitment pursuant to this ss.2.4(f) may be reinstated.