Common use of Purchase Date Clause in Contracts

Purchase Date. (i) On the Purchase Date, the Grantor shall deliver beneficial ownership of the Call Amount to the Holder by delivering, or causing the Pledge Agent (as defined in Section 4 below) to deliver, the certificates therefore together with duly executed "stock powers". In the event that the Call Amount is not delivered to the Holder in accordance with the foregoing on a timely basis, the Holder may, by written notice, rescind its exercise of the Call Option, in whole or in part, reserving all rights to damages for breach of this Agreement or any other Transaction Document. (ii) On the Purchase Date, SAI agrees to register the transfer of the shares of capital stock of SAI included in the Call Amount to the name of the exercising Holder or its designee. This obligation of SAI is and shall at all times be valid and enforceable and SAI absolutely, unconditionally and irrevocably waives any and all rights to assert any defense or other objection to this obligation. (iii) On the Purchase Date, provided that as a result of the exercise of the Call Option, the Holders shall have acquired, in the aggregate, a majority of the outstanding SAI Shares, the written resignation of each director and officer of SAI shall be delivered to the Holders and shall become effective unless otherwise agreed to by the director or the officer and the Holder(s) pursuant to Section 3(b) above. (iv) In exchange for the above, on the Purchase Date, the exercising Holder shall deliver (A) the aggregate purchase price set forth in the Exercise Notice to the Grantor by wire transfer in immediately available funds to an account designated on Schedule 2 annexed hereto or such other account as may be designated in writing by the Grantor from time to time or (B) if the Holder opted for a cashless exercise in the Exercise Notice, (1) the physical stock certificates representing the Common Stock deliverable upon such cashless exercise (as determined in accordance with Section 3(c) above) or (2) in lieu thereof, provided the transfer agent of such Holder is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Grantor, the Holder shall use its best efforts to cause its transfer agent to electronically transmit such shares of Common Stock to the Grantor on the Purchase Date by crediting the account of Grantor's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The parties agree to coordinate with DTC to accomplish this objective.

Purchase Date. The obligation of each Purchaser to subscribe and pay for the Notes to be issued to such Purchaser on the Purchase Date is subject to the following conditions precedent having been fulfilled to the satisfaction of such Purchaser, or waived in writing by such Purchaser, on or prior the date specified below for each such condition precedent: (a) The Agent’s receipt of the following, each of which shall be originals or telecopies or “pdf” or similar electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Note Party, each dated as of the Purchase Date (or, in the case of certificates of governmental officials, a recent date before the Purchase Date) and each in form and substance satisfactory to the Agent and to each of the Purchasers: (i) On the Purchase DateThe following legal opinions (with sufficient copies thereof for each addressee): (1) an opinion of Skadden, the Grantor shall deliver beneficial ownership of the Call Amount Arps, Slate, Xxxxxxx & Xxxx LLP, New York counsel to the Holder by deliveringNote Parties in the form of Exhibit C, or causing the Pledge Agent (as defined in Section 4 below) to deliver, the certificates therefore together with duly executed "stock powers". In the event that the Call Amount is not delivered addressed to the Holder Agent and the Purchasers; (2) an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx (UK) LLP, English counsel to the Note Parties in accordance with the foregoing on a timely basisform of Exhibit D, addressed to the Holder mayAgent and the Purchasers; (3) an opinion of Xxxxxxxxxxx y Steta, by written noticeS.C., rescind its exercise Mexican counsel to the Note Parties in the form of Exhibit E, addressed to the Call OptionAgent and the Purchasers; (4) an opinion of Miranda & Xxxxx Abogados, Peruvian counsel to the Note Parties in whole or the form of Exhibit F, addressed to the Agent and the Purchasers; and (5) an opinion of J&A Garrigues, S.L.P., Spanish counsel to the Note Parties in partthe form of Exhibit G, reserving all rights addressed to damages for breach of this Agreement or any other Transaction Documentthe Agent and the Purchasers. (ii) On An Officer’s Certificate of each Note Party either (a) attaching copies of all consents, licenses and approvals required in connection with the Purchase Dateexecution, SAI agrees to register delivery and performance by such Note Party and the transfer validity against such Note Party of the shares of capital stock of SAI included Note Documents to which it is or is to be a party, and stating that such consents, licenses and approvals are in the Call Amount to the name of the exercising Holder full force and effect, or its designee. This obligation of SAI is and shall at all times be valid and enforceable and SAI absolutely(b) stating that no such consents, unconditionally and irrevocably waives any and all rights to assert any defense licenses or other objection to this obligation.approvals are so required; (iii) On the The executed Purchase Date, provided that as a result of the exercise of the Call Option, the Holders shall have acquired, in the aggregate, a majority of the outstanding SAI Shares, the written resignation of each director and officer of SAI shall be delivered to the Holders and shall become effective unless otherwise agreed to by the director or the officer and the Holder(s) pursuant to Section 3(b) above.Request; and (iv) In exchange for Evidence of the aboveirrevocable acceptance by the Process Agent of its appointment by the Company and each other Note Party pursuant to Section 22.9(d) (including, in the case of any Mexican Guarantor, an irrevocable power of attorney appointing such Process Agent, and such power of attorney shall have been duly notarized in accordance with, and shall otherwise comply with, Mexican law), in each case in form and substance satisfactory to the Agent and each of the Purchasers. (b) The Agent’s receipt of the following on the earlier of the Conversion Date and five (5) Business Days from the date of this Agreement, each of which shall be originals or telecopies or “pdf” or similar electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Note Party, and each in form and substance satisfactory to the Agent and to each of the Purchasers: (i) (a) in the case of the Company, a certificate signed by a Responsible Officer of the Company, and (b) in the case of any other Note Party, an Officer’s Certificate, in each case, which Officer’s Certificate shall be accompanied by copies of all documents referred to in such Officer’s Certificate, in each case as in effect as of the date of this Agreement, in respect of (1) with respect to the Company, the certificate of incorporation and all certificates of incorporation on change of name and the memorandum and articles of association of the Company, and in the case of any other Note Party, copies of Organization Documents certified by a Responsible Officer of such Note Party as being true, correct and complete, (2) with respect to the Company, a copy of the resolutions of the board of directors of the Company, approving the terms of and the transactions contemplated by the Note Documents to which the Company is a party and resolving that it execute such Note Documents, authorizing a specified Person or Persons to execute the Note Documents to which it is party on its behalf and authorizing a specified Person or Persons on its behalf to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection with the Note Documents to which it is party (provided, however, that such copy may exclude information relating to other matters discussed at such board of directors meeting), and in the case of any other Note Party, the actions of its Equity Interest holders, shareholders meeting, board of directors or other similar corporate supervisory body taken to authorize the execution, delivery and performance of this Agreement and each other Note Document to which it is or is to be a party, and (3) such documents and certifications to evidence that such Note Party is validly existing, in good standing and qualified to engage in business in the jurisdictions in which it does business and is required to be so qualified; and in the case of the Company such Officer’s Certificate shall certify that the issuance of the Notes and the guarantees by the other Note Parties of the Notes would not cause any breach of any limit on borrowing, guaranteeing or securing or similar limit binding on the Company or any other Note Party to be exceeded and that each document relating to the Company delivered under this Section 4.1 is correct, complete and in full force and effect as of a date no earlier than the date of this Agreement; (ii) Incumbency certificates of Responsible Officers of each Note Party (other than the Company) and, if applicable, resolutions or other action evidencing the name, authority and specimen signature of each Responsible Officer thereof authorized to sign, and otherwise act as a Responsible Officer in connection with, this Agreement and the other Note Documents to which such Note Party is a party or is to be a party; (c) On each of the date of this Agreement and on the Purchase Date, the exercising Holder Agent shall deliver have received an electronic extract (Anota simple telemática) issued by the aggregate purchase price set forth relevant Spanish Mercantile Registry in respect of each Spanish Guarantor and dated no earlier than thirty (30) days prior to the date of this Agreement or as of the Purchase Date, as applicable. (d) On each of the date of this Agreement and on the Purchase Date, the Agent shall have received a certificate signed by the chief financial officer of the Company certifying as to the Solvency of each Note Party as of the date of this Agreement or as of the Purchase Date, as applicable, substantially in the Exercise Notice form of Exhibit H; (e) On each of the Conversion Date and the Purchase Date, the Agent shall have received an Officer’s Certificate executed by a Responsible Officer of the Company dated as of the Conversion Date or the Purchase Date, as applicable, each in the form of Exhibit L; (f) On or prior to the Grantor by wire transfer in immediately available funds Purchase Date, the Company shall have paid all reasonable and documented costs and expenses required to an account designated be paid to the Purchasers on Schedule 2 annexed hereto or prior to such other account Purchase Date (including the reasonable and documented fees, charges and disbursements of counsel to the Purchasers as may be designated in writing by previously agreed with the Grantor from time to time or (B) if the Holder opted for a cashless exercise in the Exercise Notice, (1) the physical stock certificates representing the Common Stock deliverable upon Company plus such cashless exercise (as determined in accordance with Section 3(c) above) or (2) in lieu thereof, provided the transfer agent additional amounts of such Holder is participating in fees, charges and disbursements to the Depository Trust extent invoiced prior to the Purchase Date); provided that the Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request hereby irrevocably instructs and directs the Agent to withhold and deduct from the proceeds of the Grantor, the Holder shall use its best efforts Notes to cause its transfer agent to electronically transmit such shares of Common Stock to the Grantor be subscribed on the Purchase Date the aggregate amount of such costs and expenses as a condition to the subscription of Notes to occur on such Purchase Date, and apply, on behalf of the Company, the aggregate amount so deducted to the payment of such costs and expenses payable by crediting the account Company on the Purchase Date. (g) The Agent’s receipt on the Conversion Date of Grantor's prime broker evidence of the notification delivered by the Company to the trustee under the Indenture pursuant to Section 3.02 of the Indenture to redeem in full the Senior Notes promptly, and in any event within five (5) Business Days, after the Purchase Date. (h) Contemporaneously with DTC through its Deposit Withdrawal the Closing, the Company shall issue to each Purchaser and each Purchaser shall subscribe the Notes to be acquired by it at the Purchase Date in the amount equal to such Purchaser’s Commitment converted at the Exchange Rate on the Conversion Date. (i) On or prior to the Purchase Date, the Company shall have applied to have the Notes listed on the former Channel Islands Securities Exchange, now known as the International Stock Exchange, and provided to the Agent Commission ("DWAC") system. The parties agree to coordinate with DTC to accomplish this objectiveand each Purchaser satisfactory evidence thereof.

Purchase Date. The obligation of each Purchaser to subscribe and pay for the Notes to be issued to such Purchaser on the Purchase Date is subject to the following conditions precedent having been fulfilled to the satisfaction of such Purchaser, or waived in writing by such Purchaser, on or prior the date specified below for each such condition precedent: (a) The Agent’s receipt of the following, each of which shall be originals or telecopies or “pdf” or similar electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Note Party, each dated as of the Purchase Date (or, in the case of certificates of governmental officials, a recent date before the Purchase Date) and each in form and substance satisfactory to the Agent and to each of the Purchasers: (i) On the Purchase DateThe following legal opinions (with sufficient copies thereof for each addressee): (1) an opinion of Skadden, the Grantor shall deliver beneficial ownership of the Call Amount Arps, Slate, Xxxxxxx & Xxxx LLP, New York counsel to the Holder by deliveringNote Parties in the form of Exhibit C, or causing the Pledge Agent (as defined in Section 4 below) to deliver, the certificates therefore together with duly executed "stock powers". In the event that the Call Amount is not delivered addressed to the Holder Agent and the Purchasers; (2) an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx (UK) LLP, English counsel to the Note Parties in accordance with the foregoing on a timely basisform of Exhibit D, addressed to the Holder mayAgent and the Purchasers; (3) an opinion of Xxxxxxxxxxx y Steta, by written noticeS.C., rescind its exercise Mexican counsel to the Note Parties in the form of Exhibit E, addressed to the Call OptionAgent and the Purchasers; (4) an opinion of Miranda & Xxxxx Abogados, Peruvian counsel to the Note Parties in whole or the form of Exhibit F, addressed to the Agent and the Purchasers; and (5) an opinion of J&A Garrigues, S.L.P., Spanish counsel to the Note Parties in partthe form of Exhibit G, reserving all rights addressed to damages for breach of this Agreement or any other Transaction Documentthe Agent and the Purchasers. (ii) On An Officer’s Certificate of each Note Party either (a) attaching copies of all consents, licenses and approvals required in connection with the Purchase Dateexecution, SAI agrees to register delivery and performance by such Note Party and the transfer validity against such Note Party of the shares of capital stock of SAI included Note Documents to which it is or is to be a party, and stating that such consents, licenses and approvals are in the Call Amount to the name of the exercising Holder full force and effect, or its designee. This obligation of SAI is and shall at all times be valid and enforceable and SAI absolutely(b) stating that no such consents, unconditionally and irrevocably waives any and all rights to assert any defense licenses or other objection to this obligation.approvals are required; and (iii) On the Purchase Date, provided that as a result Evidence of the exercise irrevocable acceptance by the Process Agent of its appointment by the Call Option, the Holders shall have acquiredCompany and each other Note Party pursuant to Section 22.9(d) (including, in the aggregatecase of any Mexican Guarantor, a majority an irrevocable power of attorney appointing such Process Agent, and such power of attorney shall have been duly notarized in accordance with, and shall otherwise comply with, Mexican law), in each case in form and substance satisfactory to the Agent and each of the outstanding SAI Shares, the written resignation of each director and officer of SAI shall be delivered to the Holders and shall become effective unless otherwise agreed to by the director or the officer and the Holder(s) pursuant to Section 3(b) abovePurchasers. (ivb) The Agent’s receipt of the following within ten (10) Business Days from the date of this Agreement, each of which shall be originals or telecopies or “pdf” or similar electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Note Party, and each in form and substance satisfactory to the Agent and to each of the Purchasers: (i) (x) In exchange for the abovecase of the Company, a certificate signed by a Responsible Officer of the Company, and (y) in the case of any other Note Party, an Officer’s Certificate, in each case, which Officer’s Certificate shall be accompanied by copies of all documents referred to in such Officer’s Certificate, in each case as in effect as of the date of this Agreement, in respect of (1) with respect to the Company, the certificate of incorporation and all certificates of incorporation on change of name and the memorandum and articles of association of the Company, and in the case of any other Note Party, copies of Organization Documents certified by a Responsible Officer of such Note Party as being true, correct and complete, (2) with respect to the Company, a copy of the resolutions of the board of directors of the Company, approving the terms of and the transactions contemplated by the Note Documents to which the Company is a party and resolving that it execute such Note Documents, authorizing a specified Person or Persons to execute the Note Documents to which it is party on its behalf and authorizing a specified Person or Persons on its behalf to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection with the Note Documents to which it is party (provided, however, that such copy may exclude information relating to other matters discussed at such board of directors meeting), and in the case of any other Note Party, the actions of its Equity Interest holders, shareholders meeting, board of directors or other similar corporate supervisory body taken to authorize the execution, delivery and performance of this Agreement and each other Note Document to which it is or is to be a party, and (3) such documents and certifications to evidence that such Note Party is validly existing, in good standing and qualified to engage in business in the jurisdictions in which it does business and is required to be so qualified; and in the case of the Company such Officer’s Certificate shall certify that the issuance of the Notes by the Company and the guarantees by the other Note Parties of the Notes would not cause any breach of any limit on borrowing, guaranteeing or securing or similar limit binding on the Company or any other Note Party to be exceeded and that each document relating to the Company delivered under this Section 4.1 is correct, complete and in full force and effect as of a date no earlier than the date of this Agreement; and (ii) Incumbency certificates of Responsible Officers of each Note Party and, if applicable, resolutions or other action evidencing the name, authority and specimen signature of each Responsible Officer thereof authorized to sign, and otherwise act as a Responsible Officer in connection with, this Agreement and the other Note Documents to which such Note Party is a party or is to be a party. (c) On each of the date of this Agreement and on the Purchase Date, the exercising Holder Agent shall deliver have received an electronic extract (Anota simple telemática) issued by the aggregate purchase price set forth relevant Spanish Mercantile Registry in respect of each Spanish Guarantor and dated no earlier than thirty (30) days prior to the Exercise date of this Agreement and the Purchase Date, as applicable. (d) The Company (directly or through any Subsidiary or Affiliate thereof) shall have exercised the Solana Option and shall have delivered to the Agent an executed Purchase Notice to the Grantor by wire transfer in immediately available funds to an account designated on Schedule 2 annexed hereto or such other account as may be designated in writing by the Grantor from time to time or (B) if the Holder opted for a cashless exercise in the Exercise Notice, (1) the physical stock certificates representing the Common Stock deliverable upon such cashless exercise (as determined effect in accordance with Section 3(c) above) or (2) in lieu thereof, provided the transfer agent of such Holder is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Grantor, the Holder shall use its best efforts to cause its transfer agent to electronically transmit such shares of Common Stock to the Grantor on the Purchase Date by crediting the account of Grantor's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The parties agree to coordinate with DTC to accomplish this objective3.1(c).

Purchase Date. (i) On If the Remarketing Agent cannot establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to approximately, but not less than, 100.50% of the Remarketing Value on any of the Remarketing Date or the two Business Days immediately following the Remarketing Date, on any of the three Business Days immediately preceding July 1, 2005 or on the seventh or sixth or fifth Business Day immediately preceding the Stock Purchase Date, the Grantor shall deliver beneficial ownership remarketing on each such date will be deemed to have failed (each, a "Failed Remarketing"). In addition, if, in spite of using its commercially reasonable best efforts, the Remarketing Agent fails to remarket the Notes included in the remarketing at 100.50% of the Call Amount Remarketing Value in accordance with the terms of the Pledge Agreement by 4:00 p.m., New York City time, on the last Business Day in a Remarketing Period, a "Last Failed Remarketing" will be deemed to have occurred for that Remarketing Period. Within three Business Days following the date of any Last Failed Remarketing, the Remarketing Agent shall return any Notes delivered to it to the Holder by delivering, or causing the Pledge Agent (as defined in Section 4 below) to deliver, the certificates therefore together with duly executed "stock powers"Collateral Agent. In the event that of a Last Failed Remarketing on the Call Amount is not delivered fifth Business Day immediately preceding the Stock Purchase Date, (1) the Reset Rate on the Notes will be determined as set forth in the Notes and (2) an event of default shall be deemed to have occurred under this Agreement and the Holder Pledge Agreement and in accordance with the foregoing on a timely basisterms of the Pledge Agreement, the Holder mayCollateral Agent, by written notice, rescind its exercise for the benefit of the Call OptionCompany, shall, in whole or in part, reserving all rights to damages for breach of this Agreement or any other Transaction Document. (ii) On the Purchase Date, SAI agrees to register the transfer respect of the shares Notes comprising components of capital stock of SAI included Equity Security Units, exercise its rights as a secured party with respect to such Notes, including those actions specified in the Call Amount to the name of the exercising Holder or its designee. This obligation of SAI is and shall at all times be valid and enforceable and SAI absolutely, unconditionally and irrevocably waives any and all rights to assert any defense or other objection to this obligation. subsection (b) (iii) On the Purchase Datebelow; provided, provided that as if upon a result of the exercise of the Call Option, the Holders shall have acquired, in the aggregate, a majority of the outstanding SAI Shares, the written resignation of each director and officer of SAI shall be delivered to the Holders and shall become effective unless otherwise agreed to by the director or the officer and the Holder(s) pursuant to Section 3(b) above. (iv) In exchange for the above, Last Failed Remarketing on the fifth Business Day immediately preceding the Stock Purchase Date, the exercising Holder shall deliver (A) the aggregate purchase price set forth in the Exercise Notice Collateral Agent delivers a Note to the Grantor Company in full satisfaction of the Holder's obligation under the related Purchase Contract, any accrued and unpaid interest on such Note will become payable by the Company to the Agent for payment to the Holder of the Equity Security Units to which such Note relates. Such payment will be made by the Company on or prior to 11:00 a.m., New York City time, on the Stock Purchase Date in lawful money of the United States by certified or cashier's check or wire transfer in immediately available funds payable to an account designated on Schedule 2 annexed hereto or such other account as may be designated in writing by upon the Grantor from time to time or (B) if the Holder opted for a cashless exercise in the Exercise Notice, (1) the physical stock certificates representing the Common Stock deliverable upon such cashless exercise (as determined in accordance with Section 3(c) above) or (2) in lieu thereof, provided the transfer agent of such Holder is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request order of the GrantorAgent. The Company will cause a notice of any Last Failed Remarketing to be released by means of Bloomberg and Reuters newswire or any successor(s) to such service(s). In addition, the Holder shall use Company will request, not later than seven nor more than 15 calendar days prior to any Remarketing Period, that the Depositary notify its best efforts to cause its transfer agent to electronically transmit such shares participants holding Notes, Equity Security Units or Stripped Equity Security Units, as the case may be, of Common Stock to the Grantor on the Purchase Date by crediting the account of Grantor's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The parties agree to coordinate with DTC to accomplish this objectiveremarketing.

Purchase Date. The obligation of each Lender to make any Advance on a Purchase Date (including the Closing Date, if applicable) is subject to satisfaction of the following conditions precedent: (a) The Facility Agent shall have received the applicable Purchase Date Notice, not later than 12:00 noon (New York City time) on the date which is no later that two (2) Business Days prior to the date of a proposed making of Advances and the applicable Lender shall have received such Purchase Date Notice by 2:00 p.m. (New York City Time) on such day. (b) The Custodian shall have delivered the Trust Receipt, without any Exceptions, for Purchased Contracts with an aggregate Contract Value exceeding 75% of the amount of the Advance requested in the related Purchase Date Notice. (c) Each of the conditions set forth in Section 3.02 of the Purchase and Contribution Agreement shall have been satisfied, or, with the prior written consent of the Required Lenders, waived. (d) The ability of the CP Rate Lender to fund Advances under this Agreement shall at all time be subject to the following conditions: (i) On a liquidity facility relating to this transaction to which such CP Rate Lender is a party remains in full force and effect; (ii) after giving effect to the Advance to occur on such Purchase Date, the Grantor shall deliver beneficial ownership CP Rate Lender will have sufficient unused liquidity support pursuant to such liquidity facility (which unused liquidity support includes, for the avoidance of doubt, undrawn available cash required to be posted by the Call Amount relevant Support Institution in connection with such liquidity facility); and (iii) such CP Rate Lender has received funds: (A) from the commercial paper market; (B) pursuant to such liquidity facility (including receipt of undrawn available cash required to be posted by a liquidity provider thereunder); or (C) from other sources available to it related to this Agreement (in all cases referred to in this clause (iii) in an amount sufficient to fund such Advance and to the Holder by deliveringextent such funds were raised to fund such Advance). (e) On such Purchase Date, or causing the Pledge Agent following statements shall be true: (as defined i) Borrower’s representations and warranties contained in Section 4 below) to deliver, the certificates therefore together with duly executed "stock powers". In the event that the Call Amount is not delivered to the Holder in accordance with the foregoing 4.01 are correct on a timely basis, the Holder may, by written notice, rescind its exercise and as of the Call Option, in whole or in part, reserving all rights to damages for breach such day as though made on and as of this Agreement or any other Transaction Document.such date; and (ii) On the Purchase Dateno event has occurred and is continuing, SAI agrees to register the transfer or would result from such purchase, that constitutes a Servicer Default or an Event of the shares of capital stock of SAI included in the Call Amount to the name of the exercising Holder or its designee. This obligation of SAI is and shall at all times be valid and enforceable and SAI absolutely, unconditionally and irrevocably waives any and all rights to assert any defense or other objection to this obligation.Default; (iii) On the Purchase Date, provided that as a result of the exercise of the Call Option, the Holders Borrower shall have acquired, in the aggregate, a majority complied with all of the outstanding SAI Shares, the written resignation of each director and officer of SAI shall be delivered to the Holders its covenants hereunder and shall become effective unless otherwise agreed to by the director or the officer and the Holder(s) pursuant to Section 3(b) above.have fulfilled in all material respects all of its obligations hereunder; (iv) In exchange for Borrower shall not be insolvent or subject to any Insolvency Event; and (v) immediately prior to and after giving effect to the above, Advances to be made on the such Purchase Date, the exercising Holder shall deliver (A) the aggregate purchase price set forth in the Exercise Notice to the Grantor by wire transfer in immediately available funds to an account designated on Schedule 2 annexed hereto or such other account principal amount of all outstanding Advances as may be designated in writing by the Grantor from time to time or (B) if the Holder opted for a cashless exercise in the Exercise Notice, (1) the physical stock certificates representing the Common Stock deliverable upon such cashless exercise (as determined in accordance with Section 3(c) above) or (2) in lieu thereof, provided the transfer agent of such Holder is participating in date does not exceed the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request Credit Limit as of the Grantor, the Holder shall use its best efforts to cause its transfer agent to electronically transmit such shares of Common Stock to the Grantor on the Purchase Date by crediting the account of Grantor's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The parties agree to coordinate with DTC to accomplish this objectivedate.