THE NEW TERMINATION DATE DETERMINED BY THE AGENT; PROVIDED, THAT (I) ANY
FAILURE BY THE AGENT TO DELIVER ANY SUCH NOTICE OF EXTENSION TO THE SELLERS
SHALL BE DEEMED TO BE THE AGENT'S DETERMINATION NOT TO EXTEND SUCH TERMINATION
DATE, (II) IN NO EVENT SHALL THE SECOND TERMINATION DATE OR THE FINAL
TERMINATION DATE BE EXTENDED UNLESS THE PARENT SHALL BE LISTED ON A NATIONAL
SECURITIES EXCHANGE AND (III) NO TERMINATION DATE SHALL BE EXTENDED UNLESS THE
AGENT SHALL HAVE RECEIVED PAYMENT OF AN AMOUNT EQUAL TO THE EXTENSION FEE (AS
DEFINED IN THE FEE LETTER).
43
(B)
[RESERVED.]
(C)
REDUCTION OF MAXIMUM AMOUNT; ACCELERATION OF FACILITY TERMINATION
DATE.
THE MAXIMUM AMOUNT MAY BE REDUCED FROM TIME TO TIME AT THE ELECTION OF
ALL OF THE SELLERS UPON THIRTY (30) DAYS ADVANCE WRITTEN NOTICE TO THE AGENT;
PROVIDED, THAT (I) ANY SUCH REDUCTION SHALL BE IN A MINIMUM AMOUNT OF
$10,000,000 AND A WHOLE MULTIPLE OF $1,000,000 IN EXCESS THEREOF, (II) NO
DEFAULT OF EVENT OF DEFAULT SHALL EXIST IMMEDIATELY AFTER GIVING EFFECT TO ANY
SUCH REDUCTION, AND (III) NO MARGIN DEFICIT SHALL EXIST IMMEDIATELY AFTER GIVING
EFFECT TO ANY SUCH REDUCTION (AND TO ANY PAYMENTS MADE CONTEMPORANEOUSLY
THEREWITH).
IN THE EVENT THAT THE MAXIMUM AMOUNT IS, OR IS AT ANY TIME
REQUESTED BY THE SELLERS TO BE, LESS THAN $100,000,000, THE MAXIMUM AMOUNT MAY
BE REDUCED TO $0 AT THE ELECTION OF THE AGENT UPON FIVE (5) DAYS ADVANCE WRITTEN
NOTICE TO THE SELLERS, WHEREUPON THE FACILITY TERMINATION DATE SHALL BE DEEMED
TO HAVE OCCURRED AND ALL AMOUNTS OUTSTANDING UNDER THE THIS AGREEMENT AND THE
OTHER REPURCHASE DOCUMENTS SHALL BE THEN DUE AND PAYABLE.
(D)
NO OBLIGATION TO EXTEND FACILITY TERMINATION DATE.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS SECTION 3.05 OR OTHERWISE HEREIN,
NEITHER THE AGENT NOR ANY BUYER (OR ANY OF THEIR RESPECTIVE AFFILIATES) SHALL BE
UNDER ANY OBLIGATION TO EXTEND THE FACILITY TERMINATION DATE.
SECTION 3.06
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