SELLER SHALL HAVE PAID BUYER AN EXTENSION FEE IN AN AMOUNT EQUAL
TO 0.15% (15 BASIS POINTS) OF THE AGGREGATE OUTSTANDING REPURCHASE PRICE OF ALL
TRANSACTIONS FOR ELIGIBLE CRIIMI SECURITIES AS OF THE ORIGINALLY SCHEDULED
REPURCHASE DATE.
In the event the Repurchase Date is extended pursuant to this Section 3(e), then
Seller shall be required to (i) terminate all Transactions in part by paying 25%
of the aggregate outstanding Repurchase Price, determined as of the originally
scheduled Repurchase Date, by not later than each of the Remittance Dates
occurring in September and December of 2007 and March of 2008 (i.e. pay 50% of
such aggregate outstanding Repurchase Price by the December 2007 Remittance
Date, etc.) (including, without limitation, by terminating Transactions on
demand on Early Repurchase Dates pursuant to Section 3(d)) and (ii) pay any
unpaid portion of the Repurchase Price of all Transactions on the Repurchase
Date.
(F)
IN THE EVENT A TRANSACTION FOR ELIGIBLE CRIIMI SECURITIES IS
TERMINATED PRIOR TO THE RELATED REPURCHASE DATE, THE SELLER SHALL PAY BUYER THE
EXIT FEE ON THE RELATED EARLY REPURCHASE DATE; PROVIDED, THAT NOTWITHSTANDING
THE FOREGOING, (1) THE EXIT FEE SHALL BE WAIVED IF THE REASON FOR THE EARLY
TERMINATION IS THE RELATED ELIGIBLE CRIIMI SECURITY IS, SIMULTANEOUS WITH THE
EARLY TERMINATION, INCLUDED IN A COLLATERALIZED DEBT OBLIGATION TRANSACTION IN
WHICH DEUTSCHE BANK SECURITIES INC. OR AN AFFILIATE THEREOF ACTS A SOLE LEAD
MANAGER AND SOLE BOOKRUNNER AND (2) NO EXIT FEE SHALL BE DUE AND PAYABLE IN
CONNECTION WITH (I) ANY PRINCIPAL PAYMENTS MADE ON THE ELIGIBLE CRIIMI
SECURITIES, (II) PARTIAL TERMINATIONS PURSUANT TO SECTION 3(E) OR (III) A
TRANSFER PURSUANT TO SECTION 14(B) HEREOF.
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(G)
IF PRIOR TO THE FIRST DAY OF ANY PRICING RATE PERIOD WITH RESPECT
TO ANY TRANSACTION, (I) BUYER SHALL HAVE DETERMINED IN THE EXERCISE OF ITS
REASONABLE BUSINESS JUDGMENT (WHICH DETERMINATION SHALL BE CONCLUSIVE AND
BINDING UPON SELLER) THAT, BY REASON OF CIRCUMSTANCES AFFECTING THE RELEVANT
MARKET, ADEQUATE AND REASONABLE MEANS DO NOT EXIST FOR ASCERTAINING THE LIBO
RATE FOR SUCH PRICING RATE PERIOD, OR (II) THE LIBO RATE DETERMINED OR TO BE
DETERMINED FOR SUCH PRICING RATE PERIOD WILL NOT ADEQUATELY AND FAIRLY REFLECT
THE COST TO BUYER (AS DETERMINED AND CERTIFIED BY BUYER) OF MAKING OR
MAINTAINING TRANSACTIONS DURING SUCH PRICING RATE PERIOD, BUYER SHALL GIVE
TELECOPY OR TELEPHONIC NOTICE THEREOF TO SELLER AS SOON AS PRACTICABLE
THEREAFTER.
IF SUCH NOTICE IS GIVEN, THE PRICING RATE WITH RESPECT TO SUCH
TRANSACTION FOR SUCH PRICING RATE PERIOD, AND FOR ANY SUBSEQUENT PRICING RATE
PERIODS UNTIL SUCH NOTICE HAS BEEN WITHDRAWN BY BUYER, SHALL BE A PER ANNUM RATE
EQUAL TO THE U.S. FEDERAL FUNDS RATE PLUS 125 BASIS POINTS (1.25%) (THE
"ALTERNATIVE RATE").
(H)
NOTWITHSTANDING ANY OTHER PROVISION HEREIN, IF THE ADOPTION OF OR
ANY CHANGE IN ANY REQUIREMENT OF LAW OR IN THE INTERPRETATION OR APPLICATION
THEREOF SHALL MAKE IT UNLAWFUL FOR BUYER TO EFFECT TRANSACTIONS AS CONTEMPLATED
BY THE TRANSACTION DOCUMENTS, (A) THE COMMITMENT OF BUYER HEREUNDER TO ENTER