Common use of Extension of Exchange Date Clause in Contracts

Extension of Exchange Date. At its option, Counterparty may, by notice given to the Trust not earlier than [ ], 2004 and not later than [ ], 2004 elect to extend the Exchange Date to [ ], 2005; [provided, however, that Counterparty hereby waives its right to extend the Exchange Date hereunder and agrees to be bound by the decision Holdings makes with respect to extension of the Exchange Date pursuant to Section 1.3(f) of the Holdings Forward Contract]. Any such extension shall be effective (i) only in connection with a Rollover Offering as to which [the Counterparty] [Holdings] shall have duly made a Rollover Offering Election and (ii) only if Counterparty shall have delivered to the Collateral Agent, in pledge under the Collateral Agreement direct obligations of the United States of America which through the scheduled payment of principal and interest in accordance with their terms will provide, not later than one Business Day before [ ], 2005, cash in an amount equal to not less than the Extension Amount (the "Additional Government Securities"). Unless [Counterparty] [Holdings] has duly elected, in connection with a Rollover Offering, to accelerate the Exchange Date in accordance with Section 1.3(g) hereof, Counterparty shall on such extended Exchange Date pay to the Trust by wire transfer of Federal (immediately available same-day) funds an amount equal to the Extension Amount. In addition, Counterparty hereby covenants and agrees to take all other actions necessary to cause the Trust to be a protected purchaser of such Additional Government Securities, within the meaning of Article 8 of the New York Uniform Commercial Code, as amended. If Counterparty elects to extend the Exchange Date and so notifies the Trust, the Trust shall promptly notify the Depository Trust Company and publish a notice in a daily newspaper of national circulation stating that the Counterparty has elected to extend the Exchange Date.

Extension of Exchange Date. At its option, Counterparty Seller may, by notice given to the Trust Purchaser not earlier than [ ]March __, 2004 2001 and not later than [ ]April __, 2004 2001, elect to extend the Exchange Date to [ ]August __, 2005; [provided2001, however, provided that Counterparty hereby waives its right to extend the Exchange Date hereunder and agrees to be bound by the decision Holdings makes with respect to extension of the Exchange Date pursuant to Section 1.3(f) of the Holdings Forward Contract]. Any such extension shall be effective only if [(A) all other sellers that have entered into purchase agreements with the Trust elect to extend such purchase agreements to August __, 2001 and (B)] Seller shall have: (i) only in connection with a Rollover Offering as to which [the Counterparty] [Holdings] shall have duly made a Rollover Offering Election and (ii) only if Counterparty shall have delivered to the Collateral AgentCustodian, in pledge under for the Collateral Agreement direct obligations account of and subject to the United States exclusive control of America Purchaser, free of any adverse claims, U.S. Government Securities which through the scheduled payment of principal and interest in accordance with their terms will provide, not later than one Business Day before [ ]August __, 20052001, cash money in an amount equal to not less than the Extension product of (1) $______ and (2) a fraction, the numerator of which is the sum of the Firm Share Base Amount and the Additional Share Base Amount and the denominator of which is the number of Firm Securities; and (ii) delivered to Purchaser (1) a certificate of Seller substantially in the "Additional form of Exhibit A hereto and dated the date of such delivery (A) identifying the U.S. Government Securities"Securities being transferred, (B) certifying that with respect to such U.S. Government Securities the representations and warranties contained in such Exhibit A hereto are true and correct on and as of the date thereof and (C) certifying that such U.S. Government Securities satisfy the condition set forth in paragraph 1.3(e)(i). Unless [Counterparty] [Holdings] has duly elected, and (2) an opinion, dated the date of such delivery, of counsel addressed to Purchaser confirming the representations contained in connection with a Rollover Offering, the second sentence of paragraph 2(c) to accelerate the Exchange Date in accordance with Section 1.3(g) hereof, Counterparty shall on such extended Exchange Date pay to the Trust by wire transfer of Federal (immediately available same-day) funds an amount equal to the Extension AmountExhibit A hereto. In addition, Counterparty Seller hereby covenants and agrees to take all other actions necessary to cause the Trust Purchaser to be a protected purchaser of such Additional U.S. Government Securities, within the meaning of Article 8 of the New York Uniform Commercial Code, as amended. If Counterparty Seller elects to extend the Exchange Date and so notifies Purchaser, Purchaser shall provide notice of such election to the Trustholders of the Securities not later than April __, the Trust shall promptly notify the Depository Trust Company and publish a notice in a daily newspaper of national circulation stating that the Counterparty has elected to extend the Exchange Date2001.

Extension of Exchange Date. At its option, Counterparty Seller may, by notice given to the Trust Purchaser not earlier than [ ]March __, 2004 2001 and not later than [ ]April __, 2004 2001, elect to extend the Exchange Date to [ ]August __, 2005; [provided2001, however, provided that Counterparty hereby waives its right to extend the Exchange Date hereunder and agrees to be bound by the decision Holdings makes with respect to extension of the Exchange Date pursuant to Section 1.3(f) of the Holdings Forward Contract]. Any such extension shall be effective only if Seller shall have: (i) only in connection with a Rollover Offering as to which [the Counterparty] [Holdings] shall have duly made a Rollover Offering Election and (ii) only if Counterparty shall have delivered to the Collateral AgentCustodian, in pledge under for the Collateral Agreement direct obligations account of and subject to the United States exclusive control of America Purchaser, free of any adverse claims, U.S. Government Securities which through the scheduled payment of principal and interest in accordance with their terms will provide, not later than one Business Day before [ ]August __, 20052001, cash money in an amount equal to not less than the Extension product of (1) $______ and (2) a fraction, the numerator of which is the sum of the Firm Share Base Amount and the Additional Share Base Amount and the denominator of which is the number of Firm Securities; and (ii) delivered to Purchaser (1) a certificate of Seller substantially in the "Additional form of Exhibit A hereto and dated the date of such delivery (A) identifying the U.S. Government Securities"Securities being transferred, (B) certifying that with respect to such U.S. Government Securities the representations and warranties contained in such Exhibit A hereto are true and correct on and as of the date thereof and (C) certifying that such U.S. Government Securities satisfy the condition set forth in paragraph 1.3(e)(i). Unless [Counterparty] [Holdings] has duly elected, and (2) an opinion, dated the date of such delivery, of counsel addressed to Purchaser confirming the representations contained in connection with a Rollover Offering, the second sentence of paragraph 2(c) to accelerate the Exchange Date in accordance with Section 1.3(g) hereof, Counterparty shall on such extended Exchange Date pay to the Trust by wire transfer of Federal (immediately available same-day) funds an amount equal to the Extension AmountExhibit A hereto. In addition, Counterparty Seller hereby covenants and agrees to take all other actions necessary to cause the Trust Purchaser to be a protected purchaser of such Additional U.S. Government Securities, within the meaning of Article 8 of the New York Uniform Commercial Code, as amended. If Counterparty Seller elects to extend the Exchange Date and so notifies Purchaser, Purchaser shall provide notice of such election to the Trustholders of the Securities not later than April __, the Trust shall promptly notify the Depository Trust Company and publish a notice in a daily newspaper of national circulation stating that the Counterparty has elected to extend the Exchange Date2001.

Extension of Exchange Date. At its option, Counterparty Seller may, by notice given to the Trust Purchaser not earlier than [ ], 2004 2002 and not later than [ ], 2004 2002, elect to extend the Exchange Date to [ ], 2005; [provided2003, however, provided that Counterparty hereby waives its right to extend the Exchange Date hereunder and agrees to be bound by the decision Holdings makes with respect to extension of the Exchange Date pursuant to Section 1.3(f) of the Holdings Forward Contract]. Any such extension shall be effective (i) only in connection with a Rollover Offering as to which [the Counterparty] [Holdings] Seller shall have duly made a Rollover Offering Election and Election, (ii) only if Counterparty Seller shall have delivered to the Collateral Agent, in pledge under the Collateral Agreement direct obligations of the United States of America or other Cash Equivalents which through the scheduled payment of principal and interest in accordance with their terms will provide, not later than one Business Day before [ ], 20052003, cash money in an amount equal to not less than the Extension Amount (the "Additional Government SecuritiesADDITIONAL GOVERNMENT SECURITIES")) (or, if Seller is exercising the extension option as to less than all of the Contract Shares, a proportion of the Extension Amount equal to the proportion of the Contract Shares as to which Seller is exercising the extension option) and (iii) only if each Other Rollover Seller, if any, has previously or simultaneously elected to extend the Exchange Date (as such term is defined in the forward purchase agreement dated as of the date hereof between such Other Seller and the Purchaser) to the same date as is elected by the Seller hereunder. Unless [Counterparty] [Holdings] Seller has duly elected, in connection with a Rollover Offering, to accelerate the Exchange Date in accordance with Section 1.3(g) hereof, Counterparty Seller shall on such extended Exchange Date pay to the Trust Purchaser by wire transfer of Federal (immediately available same-day) funds an amount not less than the Extension Amount (or, if Seller is exercising the extension option as to less than all of the Contract Shares, a proportion of the Extension Amount equal to the Extension Amountproportion of the Contract Shares as to which Seller is exercising the extension option). In addition, Counterparty Seller hereby covenants and agrees to take all other actions necessary to cause the Trust Purchaser to be a protected purchaser of such Additional Government SecuritiesSecurities and Cash Equivalents, within the meaning of Article 8 of the New York Uniform Commercial Code, as amended. If Counterparty Seller elects to extend the Exchange Date and so notifies the TrustPurchaser, the Trust Purchaser shall promptly notify the Depository Trust Company and publish a notice in a daily newspaper of national circulation stating that the Counterparty Seller has elected to extend the Exchange Date.

Extension of Exchange Date. At its option, Counterparty Seller may, by notice given to the Trust Purchaser not earlier than [ ]March __, 2004 2001 and not later than [ ]April __, 2004 2001, elect to extend the Exchange Date to [ ]August __, 2005; [provided2001, however, provided that Counterparty hereby waives its right to extend the Exchange Date hereunder and agrees to be bound by the decision Holdings makes with respect to extension of the Exchange Date pursuant to Section 1.3(f) of the Holdings Forward Contract]. Any such extension shall be effective only if Seller shall have: (i) only in connection with a Rollover Offering as to which [the Counterparty] [Holdings] shall have duly made a Rollover Offering Election and (ii) only if Counterparty shall have delivered to the Collateral AgentCustodian, in pledge under for the Collateral Agreement direct obligations account of and subject to the United States exclusive control of America Purchaser, free of any adverse claims, U.S. Government Securities which through the scheduled payment of principal and interest in accordance with their terms will provide, not later than one Business Day before [ ]August __, 20052001, cash in an amount equal to not less than the Extension product of (1) $______ and (2) a fraction, the numerator of which is the sum of the Firm Share Base Amount and the Additional Share Base Amount and the denominator of which is the number of Firm Securities; and (ii) delivered to Purchaser (1) a certificate of Seller substantially in the "Additional form of Exhibit A hereto and dated the date of such delivery (A) identifying the U.S. Government Securities"Securities being transferred, (B) certifying that with respect to such U.S. Government Securities the representations and warranties contained in such Exhibit A hereto are true and correct on and as of the date thereof and (C) certifying that such U.S. Government Securities satisfy the condition set forth in paragraph 1.3(e)(i). Unless [Counterparty] [Holdings] has duly elected, and (2) an opinion, dated the date of such delivery, of counsel addressed to Purchaser confirming the representations contained in connection with a Rollover Offering, the second sentence of paragraph 2(c) to accelerate the Exchange Date in accordance with Section 1.3(g) hereof, Counterparty shall on such extended Exchange Date pay to the Trust by wire transfer of Federal (immediately available same-day) funds an amount equal to the Extension AmountExhibit A hereto. In addition, Counterparty Seller hereby covenants and agrees to take all other actions necessary to cause the Trust Purchaser to be a protected purchaser of such Additional U.S. Government Securities, within the meaning of Article 8 of the New York Uniform Commercial Code, as amended. If Counterparty Seller elects to extend the Exchange Date and so notifies Purchaser, Purchaser shall provide notice of such election to the Trustholders of the Securities not later than April __, the Trust shall promptly notify the Depository Trust Company and publish a notice in a daily newspaper of national circulation stating that the Counterparty has elected to extend the Exchange Date2001.

Extension of Exchange Date. At its option, Counterparty Seller may, by notice -------------------------- given to the Trust Purchaser not earlier than [ ], 2004 2002 and not later than [ ], 2004 2002, elect to extend the Exchange Date to [ ], 2005; [provided2002, however, provided that Counterparty hereby waives its right to extend the Exchange Date hereunder and agrees to be bound by the decision Holdings makes with respect to extension of the Exchange Date pursuant to Section 1.3(f) of the Holdings Forward Contract]. Any such extension shall be effective (i) only in connection with a Rollover Offering as to which [the Counterparty] [Holdings] Seller shall have duly made a Rollover Offering Election and Election, (ii) only if Counterparty Seller shall have delivered to the Collateral Agent, in pledge under the Collateral Agreement direct obligations of the United States of America which through the scheduled payment of principal and interest in accordance with their terms will provide, not later than one Business Day before [ ], 20052002, cash money in an amount equal to not less than the Extension product of (1) $______ [the aggregate interest due on all Initial DECS for the maximum extension period] and (2) a fraction, the numerator of which is the sum of the Firm Share Base Amount and the Additional Share Base Amount and the denominator of which is the number of Initial DECS (the "Additional Government Securities")) and (iii) only if each Other Rollover --------------------------------- Seller, if any, has previously or simultaneously elected to extend the Exchange Date (as such term is defined in the forward purchase agreement dated as of the date hereof between such Other Seller and the Purchaser) to the same date as is elected by the Seller hereunder. Unless [Counterparty] [Holdings] Seller has duly elected, in connection with a Rollover Offering, to accelerate the Exchange Date in accordance with Section 1.3(g) hereof, Counterparty Seller shall on such extended Exchange Date pay to the Trust Purchaser by wire transfer of Federal (immediately available same-day) funds an amount equal to not less than the Extension Amountproduct of (1) $_______ [ the aggregate interest payable for the 3-month extension period on the Initial DECS] and (2) a fraction, the numerator of which is the sum of the Firm Share Base Amount and the Additional Share Base Amount and the denominator of which is the number of Initial DECS. In addition, Counterparty Seller hereby covenants and agrees to take all other actions necessary to cause the Trust Purchaser to be a protected purchaser of such Additional Government Securities, within the meaning of Article 8 of the New York Uniform Commercial Code, as amended. If Counterparty Seller elects to extend the Exchange Date and so notifies the TrustPurchaser, the Trust Purchaser shall promptly notify the Depository Trust Company and publish a notice in a daily newspaper of national circulation stating that the Counterparty Seller has elected to extend the Exchange Date.

Extension of Exchange Date. At its option, Counterparty may, by notice given to the Trust not earlier than [ ]August 16, 2004 and not later than [ ]October 15, 2004 elect to extend the Exchange Date to [ ]February 15, 2005; [provided, however, that Counterparty hereby waives its right to extend the Exchange Date hereunder and agrees to be bound by the decision Holdings makes with respect to extension of the Exchange Date pursuant to Section 1.3(f) of the Holdings Forward Contract]. Any such extension shall be effective (i) only in connection with a Rollover Offering as to which [the Counterparty] [Holdings] Holdings shall have duly made a Rollover Offering Election and (ii) only if Counterparty shall have delivered to the Collateral Agent, in pledge under the Collateral Agreement Agreement, (A) direct obligations of the United States of America which through the scheduled payment of principal and interest in accordance with their terms will provide, not later than one Business Day before [ ]February 15, 2005, cash in an amount equal to not less than the Extension Amount (the "Additional Government Securities")) or an equivalent amount of Cash Equivalents. Unless [Counterparty] [Holdings] Holdings has duly elected, in connection with a Rollover Offering, to accelerate the Exchange Date in accordance with Section 1.3(g) hereof, Counterparty shall on such extended Exchange Date pay to the Trust by wire transfer of Federal (immediately available same-day) funds an amount equal to the Extension Amount. In addition, Counterparty hereby covenants and agrees to take all other actions necessary to cause the Trust to be a protected purchaser of such Additional Government Securities, within the meaning of Article 8 of the New York Uniform Commercial Code, as amended. If Counterparty elects to extend the Exchange Date and so notifies the Trust, the Trust shall promptly notify the Depository Trust Company and publish a notice in a daily newspaper of national circulation stating that the Counterparty has elected to extend the Exchange Date.

Extension of Exchange Date. At its option, Counterparty Seller may, by notice given to the Trust Purchaser not earlier than [ ]December 22, 2004 2001 and not later than [ ]January 22, 2004 2002, elect to extend the Exchange Date to [ ]May 22, 2005; [provided2002, however, provided that Counterparty hereby waives its right to extend the Exchange Date hereunder and agrees to be bound by the decision Holdings makes with respect to extension of the Exchange Date pursuant to Section 1.3(f) of the Holdings Forward Contract]. Any such extension shall be effective only if Seller shall have: (i) only in connection with a Rollover Offering as to which [the Counterparty] [Holdings] shall have duly made a Rollover Offering Election and (ii) only if Counterparty shall have delivered to the Collateral AgentCustodian, in pledge under for the Collateral Agreement direct obligations account of and subject to the United States exclusive control of America Purchaser, free and clear of any Liens and Transfer Restrictions, U.S. Government Securities which through the scheduled payment of principal and interest in accordance with their terms will provide, not later than one Business Day before [ ]May 22, 20052002, cash in an amount equal to not less than the Extension Amount product of (the "Additional Government Securities"). Unless 1) $[Counterparty_______] [HoldingsINSERT AGGREGATE REGULAR QUARTERLY DISTRIBUTION UNDER ALL FIRM SECURITIES] has duly electedand (2) a fraction, the numerator of which is the sum of the Firm Share Base Amount and the Additional Share Base Amount and the denominator of which is the Firm Share Base Amount; and (ii) delivered to Purchaser (1) a certificate of Seller substantially in connection the form of Exhibit A hereto and dated the date of such delivery (A) identifying the U.S. Government Securities being transferred, (B) cer tifying that with a Rollover Offeringrespect to such U.S. Government Securities the representations and warranties contained in such Exhibit A hereto are true and correct on and as of the date thereof and (C) certifying that such U.S. Government Securities satisfy the conditions set forth in paragraph 1.3(e)(i), and (2) an opinion, dated the date of such delivery, of counsel addressed to accelerate Purchaser confirming the Exchange Date representations contained in accordance with Section 1.3(gthe second sentence of paragraph 2(c) hereof, Counterparty shall on such extended Exchange Date pay to the Trust by wire transfer of Federal (immediately available same-day) funds an amount equal to the Extension AmountExhibit A hereto. In addition, Counterparty Seller hereby covenants and agrees to take all other actions necessary to cause the Trust Purchaser to be a protected purchaser of such Additional U.S. Government Securities, within the meaning of Article 8 of the New York Uniform Commercial Code, as amended. If Counterparty Seller elects to extend the Exchange Date and so notifies Purchaser, Purchaser shall provide notice of such election to the Trustholders of the Securities not later than January 22, the Trust shall promptly notify the Depository Trust Company and publish a notice in a daily newspaper of national circulation stating that the Counterparty has elected to extend the Exchange Date2002.

Extension of Exchange Date. At its option, Counterparty Seller may, by notice given to the Trust Purchaser not earlier than [ ]March __, 2004 2001 and not later than [ ]April __, 2004 2001, elect to extend the Exchange Date to [ ]August __, 2005; [provided2001, however, provided that Counterparty hereby waives its right to extend the Exchange Date hereunder and agrees to be bound by the decision Holdings makes with respect to extension of the Exchange Date pursuant to Section 1.3(f) of the Holdings Forward Contract]. Any such extension shall be effective only if [(A) all other sellers that have entered into purchase agreements with the Trust elect to extend such purchase agreements to August __, 2001 and (B)] Seller shall have: (i) only in connection with a Rollover Offering as to which [the Counterparty] [Holdings] shall have duly made a Rollover Offering Election and (ii) only if Counterparty shall have delivered to the Collateral AgentCustodian, in pledge under for the Collateral Agreement direct obligations account of and subject to the United States exclusive control of America Purchaser, free of any adverse claims, U.S. Government Securities which through the scheduled payment of principal and interest in accordance with their terms will provide, not later than one Business Day before [ ]August __, 20052001, cash money in an amount equal to not less than the Extension product of (1) $______ and (2) a fraction, the numerator of which is the sum of the Firm Share Base Amount and the Additional Share Base Amount and the denominator of which is the number of Firm Securities; and (ii) delivered to Purchaser (1) a certificate of Seller substantially in the "Additional form of Exhibit A hereto and dated the date of such delivery (A) identifying the U.S. Government Securities"Securities being transferred, (B) certifying that with respect to such U.S. Government Securities the representations and warranties contained in such Exhibit A hereto are true and correct on and as of the date thereof and (C) certifying that such U.S. Government Securities satisfy the condition set forth in paragraph 1.3(d)(i). Unless [Counterparty] [Holdings] has duly elected, and (2) an opinion, dated the date of such delivery, of counsel addressed to Purchaser confirming the representations contained in connection with a Rollover Offering, the second sentence of paragraph 2(c) to accelerate the Exchange Date in accordance with Section 1.3(g) hereof, Counterparty shall on such extended Exchange Date pay to the Trust by wire transfer of Federal (immediately available same-day) funds an amount equal to the Extension AmountExhibit A hereto. In addition, Counterparty Seller hereby covenants and agrees to take all other actions necessary to cause the Trust Purchaser to be a protected purchaser of such Additional U.S. Government Securities, within the meaning of Article 8 of the New York Uniform Commercial Code, as amended. If Counterparty Seller elects to extend the Exchange Date and so notifies Purchaser, Purchaser shall provide notice of such election to the Trustholders of the Securities not later than April __, the Trust shall promptly notify the Depository Trust Company and publish a notice in a daily newspaper of national circulation stating that the Counterparty has elected to extend the Exchange Date2001.

Extension of Exchange Date. At its option, Counterparty Seller may, by notice given to the Trust Purchaser not earlier than [ ], 2004 2005 and not later than [ ], 2004 2005 elect to extend the Exchange Date to [ ], 2005; [provided, however, provided that Counterparty hereby waives its right to extend the Exchange Date hereunder and agrees to be bound by the decision Holdings makes with respect to extension of the Exchange Date pursuant to Section 1.3(f) of the Holdings Forward Contract]. Any such extension shall be effective (i) only in connection with a Rollover Offering as to which [the Counterparty] [Holdings] Seller shall have duly made a Rollover Offering Election and (ii) only if Counterparty Seller shall have delivered to the Collateral Agent, in pledge under the Collateral Agreement direct obligations of the United States of America which through the scheduled payment of principal and interest in accordance with their terms will provide, not later than one Business Day before [ ], 2005, cash money in an amount equal to not less than the Extension Amount (the "Additional Government SecuritiesADDITIONAL GOVERNMENT SECURITIES"). Unless [Counterparty] [Holdings] Seller has duly elected, in connection with a Rollover Offering, to accelerate the Exchange Date in accordance with Section 1.3(g) hereof, Counterparty Seller shall on such extended Exchange Date pay to the Trust Purchaser by wire transfer of Federal (immediately available same-day) funds an amount equal to not less than the Extension Amount. In addition, Counterparty Seller hereby covenants and agrees to take all other actions necessary to cause the Trust Purchaser to be a protected purchaser of such Additional Government Securities, within the meaning of Article 8 of the New York Uniform Commercial Code, as amended. If Counterparty Seller elects to extend the Exchange Date and so notifies the TrustPurchaser, the Trust Purchaser shall promptly notify the Depository Trust Company and publish a notice in a daily newspaper of national circulation stating that the Counterparty Seller has elected to extend the Exchange Date.