of the Pledge Agreement. Upon the occurrence of a Termination Event, the Company shall promptly but in no event later than two Business Days thereafter give written notice to the Agent, the Collateral Agent and to the Holders, at their addresses as they appear in the Register.
of the Pledge Agreement. (e) In case a Default has occurred (that has not been cured or waived), and is actually known by a Responsible Officer of the Agent, the Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
of the Pledge Agreement. The undersigned hereby acknowledges the registration on its books of the pledge and security interest created by the Pledge Agreement in the manner required by Section 8-301(1)(b) of the U.C.C. and that undersigned will not permit any sale, transfer, pledge or other encumbrance of the Pledged Interests without the prior written consent of the Agent. ------------------------------------ By: Name: Title:
of the Pledge Agreement. 7. The Joining Party hereby makes and undertakes, as the case may be, each covenant, representation and warranty made by, and as (i) each Subsidiary Guarantor pursuant to Section 11 of the Subsidiary Guarantee, (ii) each Assignor pursuant to Articles II, III, IV, V and VI of the Security Agreement and (iii) each Pledgor pursuant to Section 16 of the Pledge Agreement, in each case as of the date hereof (except to the extent any such representation or warranty relates solely to an earlier date in which case such representation and warranty shall be true and correct as of such earlier date), and agrees to be bound by all covenants, agreements and obligations of a Subsidiary Guarantor, an Assignor and a Pledgor pursuant to the Subsidiary Guarantee, Security Agreement and Pledge Agreement, respectively, and all other Credit Documents to which it is or becomes a party.
of the Pledge Agreement. The issuance of the Designated Securities will not be subject to any preemptive or other similar rights and the Designated Securities will conform in all material respects to the description thereof in the Prospectus.
of the Pledge Agreement. The definition of "Pledged Shares" in Section 1 of the Pledge Agreement is hereby deleted in its entirety as of the date hereof and the following substituted therefor:
of the Pledge Agreement. (i) The right of each holder of Separate Senior Notes or Corporate Units to have Remarketed Senior Notes remarketed and sold on any Remarketing Date shall be subject to the conditions that (i) the Remarketing Agent conducts an Initial Remarketing and, in the event of a Failed Initial Remarketing, a Final Remarketing, each pursuant to the terms of this Agreement, (ii) a Special Event Redemption has not occurred prior to such Remarketing Date, (iii) the Remarketing Agent is able to find a purchaser or purchasers for Remarketed Senior Notes at the Remarketing Price or the Final Remarketing Price, as the case may be, based on the Reset Rate, and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required.
of the Pledge Agreement upon the occurrence of a Termination Event, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section 7.7 shall survive the resignation and removal of the Purchase Contract Agent, the satisfaction or discharge of the Units and the Purchase Contracts and the termination of this Agreement and the Pledge Agreement.
of the Pledge Agreement. On the seventh Business Day prior to the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Company shall give holders of Separate Notes notice of the upcoming remarketing in a daily newspaper in the English language of general circulation in The City of New York, which is expected to be The Wall Street Journal. In addition, the Company will request not later than seven nor more than 15 calendar days prior to the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, that the Depositary notify, directly or indirectly, each Beneficial Owner or Clearing Agency Participant holding an Equity Security Unit or Stripped Units and each Beneficial Owner of a Separate Note of the upcoming remarketing and of the procedures that must be followed in connection with the upcoming remarketing, as applicable. At any time after the Payment Date immediately preceding the last Payment Date before the Stock Purchase Date and prior to 11:00 a.m., New York City time, on the fourth Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, holders of Separate Notes may elect to have their Separate Notes remarketed by Transferring such Separate Notes and delivering a notice of such election, substantially in the form of Exhibit C to the Pledge Agreement, to the Custodial Agent. Pursuant to the terms of the Pledge Agreement, the Custodial Agent will hold such Separate Notes in an account separate from the Collateral Account. A holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D to the Pledge Agreement, prior to 11:00 a.m., New York City time, on the fourth Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, upon which notice the Custodial Agent will return such Separate Notes to such holder. On the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, not later than 10:00 a.m., New York City time, pursuant to the terms of the Pledge Agreement, the Custodial Agent will notify the Remarketing Agent of the aggregate number of Separate Notes to be remarketed. On the third Business Day immediately preceding the I...
of the Pledge Agreement. To effect a collateral substitution in connection with the Treasury Portfolio, a Holder shall give a notice to the Warrant Agent, substantially in the form of Exhibit H to the Pledge Agreement, stating that the Holder has transferred the Applicable Ownership Interest in the Treasury Portfolio in respect of their Equity Units to the Remarketing Agent, on or prior to 11:00 a.m., New York City time, on the second Business Day immediately preceding the date of any Additional Remarketing, and requesting that the Warrant Agent instruct the Collateral Agent to release the Notes underlying such Equity Units, whereupon the Warrant Agent shall give such instruction to the Collateral Agent substantially in the form of Exhibit J to the Pledge Agreement. If a Holder fails to deliver the Applicable Ownership Interest in Treasury Portfolio Cash Payment on or prior to 11:00 a.m., New York City time, on the fifth Business Day prior to May 17, 2004, or on or prior to 11:00 a.m., New York City time, on the second Business Day immediately preceding the date of any Additional Remarketing, such Holder will be deemed to have consented to the remarketing and such Holder's Notes will be remarketed by the Remarketing Agent. In the event of a Collateral substitution as described in this SECTION 5.02, the Notes shall be released to the Warrant Agent who shall deliver the Pledged Securities to the Holder upon satisfaction of the conditions precedent described in this SECTION 5.02. The date of such release shall not be prior to the applicable Reset Effective Date.
