TERMINATION OF A TRANSACTION
IN RESPONSE TO A DEMAND BY BUYER PURSUANT TO SECTION 2(I) HEREOF OR (J) IN THE
EVENT ADDITIONAL COSTS ARE IMPOSED BY BUYER PURSUANT TO SECTION 2(J) HEREOF AND
SELLER ELECTS TO TERMINATE A TRANSACTION OR TRANSACTIONS AS A RESULT THEREOF.
(II)
ADDITIONAL PURCHASED ASSETS ACCEPTABLE TO BUYER MAY BE
SUBSTITUTED AND NO EXIT FEE WILL BE PAYABLE IN CONNECTION WITH SUCH
SUBSTITUTIONS. NO OTHER SUBSTITUTIONS WILL BE EXEMPT FROM PAYMENT OF THE EXIT
FEE.
(III)
NO EXIT FEE WILL BE PAYABLE FOR THE EARLY REPURCHASE OF ANY
PURCHASED ASSET WHICH IS A CDO I ASSET OR A CDO II ASSET.
Such notice shall set forth the Early Repurchase Date and shall identify with
particularity the Purchased Assets to be repurchased on such Early Repurchase
Date.
(H)
IN THE EVENT THAT AN UNDRAWN AVAILABLE AMOUNT EXISTS AT THE END OF
ANY CALENDAR QUARTER, SELLER SHALL REMIT TO BUYER A NON-USAGE FEE (THE
"NON-USAGE FEE") REASONABLY PROMPTLY UPON WRITTEN NOTICE FROM BUYER TO SELLER
THAT SUCH UNDRAWN AVAILABLE AMOUNT EXISTS. THE NON-USAGE FEE SHALL BE CALCULATED
AS THE PRODUCT OF (I) THE UNDRAWN AVAILABLE AMOUNT AND (II) [****] DIVIDED BY
360 FOR EACH DAY SUCH UNDRAWN AVAILABLE AMOUNT EXISTS DURING SUCH CALENDAR
QUARTER.
**** Material omitted pursuant to a request for confidential treatment under
Rule 24b-2. Material filed separately with the Securities Exchange Commission.
17
(I)
IF THE ADOPTION OF OR ANY CHANGE IN ANY REQUIREMENT OF LAW OR IN
THE INTERPRETATION OR APPLICATION THEREOF BY ANY GOVERNMENTAL AUTHORITY OR
COMPLIANCE BY BUYER WITH ANY REQUEST OR DIRECTIVE (WHETHER OR NOT HAVING THE
FORCE OF LAW) FROM ANY CENTRAL BANK OR OTHER GOVERNMENTAL AUTHORITY HAVING
JURISDICTION OVER BUYER MADE SUBSEQUENT TO THE DATE HEREOF:
(I)
SHALL SUBJECT BUYER TO ANY TAX OF ANY KIND WHATSOEVER WITH
RESPECT TO THE TRANSACTION DOCUMENTS, ANY PURCHASED LOAN OR ANY TRANSACTION, OR
CHANGE THE BASIS OF TAXATION OF PAYMENTS TO BUYER IN RESPECT THEREOF (EXCEPT FOR
ANY TAXES ON BUYER'S OVERALL NET INCOME); OR
(II)
SHALL IMPOSE, MODIFY OR HOLD APPLICABLE ANY RESERVE, SPECIAL
DEPOSIT, COMPULSORY LOAN OR SIMILAR REQUIREMENT AGAINST ASSETS HELD BY, DEPOSITS
OR OTHER LIABILITIES IN OR FOR THE ACCOUNT OF, ADVANCES, LOANS OR OTHER
EXTENSIONS OF CREDIT BY, OR ANY OTHER ACQUISITION OF FUNDS BY, ANY OFFICE OF
BUYER WHICH IS NOT OTHERWISE INCLUDED IN THE DETERMINATION OF THE LIBOR
HEREUNDER;
and the result of any of the foregoing is to increase the cost to Buyer, by an
amount which Buyer deems to be material, of entering into, continuing or
maintaining Transactions or to reduce any amount receivable under the
Transaction Documents in respect thereof; then, in any such case, Seller shall
promptly pay Buyer, upon its demand, any additional amounts necessary to
compensate Buyer for such increased cost or reduced amount receivable which is
actually incurred by Buyer. If Buyer becomes entitled to claim any additional
amounts pursuant to this Section 2(i), it shall promptly notify Seller of the
event by reason of which