OF SUCH ADDITIONAL AMOUNTS.
THIS COVENANT SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE REPURCHASE
BY SELLER OF ANY OR ALL OF THE PURCHASED ASSETS.
29
(M)
UPON WRITTEN REQUEST OF SELLER DELIVERED TO BUYER AT LEAST
FORTY-FIVE (45 ) DAYS, BUT IN NO EVENT EARLIER THAN ONE-HUNDRED AND TWENTY (120)
DAYS, PRIOR TO THE THEN CURRENT MATURITY DATE, AND SO LONG AS NO MARGIN DEFICIT,
DEFAULT OR EVENT OF DEFAULT AND NO EVENT WHICH HAS A MATERIAL ADVERSE EFFECT
SHALL HAVE OCCURRED AND BE CONTINUING ON THE THEN CURRENT MATURITY DATE, BUYER
MAY IN ITS SOLE DISCRETION AGREE TO EXTEND THE MATURITY DATE, FOR A PERIOD NOT
TO EXCEED 364 ADDITIONAL DAYS (THE "EXTENSION PERIOD") BY GIVING NOTICE TO
SELLER OF SUCH EXTENSION AND OF THE NEW MATURITY DATE DETERMINED BY BUYER;
PROVIDED, THAT ANY FAILURE BY BUYER TO DELIVER SUCH NOTICE OF EXTENSION TO
SELLER WITHIN THIRTY (30) DAYS FROM THE DATE FIRST RECEIVED BY BUYER SHALL BE
DEEMED TO BE BUYER'S DETERMINATION NOT TO EXTEND THE MATURITY DATE.
IN NO EVENT
SHALL THE MATURITY DATE BE EXTENDED FOR MORE THAN TWO (2) EXTENSION PERIODS.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS ARTICLE 3(M) OR OTHERWISE HEREIN,
NEITHER BUYER NOR ANY OF ITS AFFILIATES SHALL BE UNDER ANY OBLIGATION TO EXTEND
THE ORIGINAL MATURITY DATE, AS THE SAME MAY HAVE BEEN EXTENDED PURSUANT TO THIS
ARTICLE 3(M) HEREOF, OR INCREASE THE FACILITY AMOUNT.
IN ADDITION, NO SUCH
MATURITY DATE EXTENSION SHALL TAKE EFFECT UNLESS AND UNTIL BUYER SHALL HAVE
RECEIVED PAYMENT FROM SELLER, AS CONSIDERATION FOR BUYER'S AGREEMENT TO EXTEND
THE THEN-CURRENT MATURITY DATE, OF AN EXTENSION STRUCTURING FEE IN AN AMOUNT
EQUAL TO SIXTEEN AND ONE-HALF (16.5) BASIS POINTS (0.165%) MULTIPLIED BY THE
THEN-CURRENT FACILITY AMOUNT (THE "EXTENSION STRUCTURING FEE"), SUCH AMOUNT TO
BE PAID TO BUYER IN U.S. DOLLARS, IN IMMEDIATELY AVAILABLE FUNDS, WITHOUT
DEDUCTION, SET-OFF OR COUNTERCLAIM.
(N)
THE FACILITY AMOUNT MAY BE PERMANENTLY REDUCED FROM TIME TO TIME
AT THE ELECTION OF SELLER BY AN AMOUNT (THE "REDUCTION AMOUNT") DETERMINED BY
SELLER UPON THIRTY (30) DAYS ADVANCE WRITTEN NOTICE TO THE BUYER; PROVIDED, THAT
(I) ANY SUCH REDUCTION SHALL BE IN INCREMENTS OF $50,000,000, (II) NO DEFAULT OR
EVENT OF DEFAULT SHALL HAVE OCCURRED, BE CONTINUING, OR EXIST IMMEDIATELY AFTER
GIVING EFFECT TO ANY SUCH REDUCTION, AND (III) NO MARGIN DEFICIT SHALL EXIST
BEFORE OR IMMEDIATELY AFTER GIVING EFFECT TO ANY SUCH REDUCTION (AND TO ANY
PAYMENTS MADE CONTEMPORANEOUSLY THEREWITH).
IN THE EVENT OF SUCH A REDUCTION,
BUYER SHALL PROMPTLY REMIT TO SELLER AN AMOUNT EQUAL TO THE PRODUCT OF (X) THE
STRUCTURING FEE AND/OR THE EXTENSION STRUCTURING FEE, AS APPROPRIATE, (Y) THE
RATIO OF (A) THE NUMBER OF DAYS REMAINING UNTIL THE IMMEDIATELY SUCCEEDING
MATURITY DATE OVER (B) 364, AND (Z) THE REDUCTION AMOUNT.
ARTICLE 4.
MARGIN MAINTENANCE
(A)
IF AT ANY TIME THE BUYER'S MARGIN AMOUNT FOR ALL PURCHASED ASSETS
IS LESS THAN THE REPURCHASE PRICE FOR ALL PURCHASED ASSETS (A "MARGIN DEFICIT"),
THEN BUYER MAY BY NOTICE TO SELLER IN