Special Mandatory Purchase. If by 12:00 o'clock noon, New York City time, on any Interest Rate Adjustment Date for this Note, the applicable Remarketing Agent and the applicable Standby Remarketing Agent(s) have not remarketed this Note, this Note shall be subject to Special Mandatory Purchase. Either the Company or, subject to the terms and conditions of a Standby Note Purchase Agreement, if any, which may be in effect on such date, the Liquidity Provider (if any), will deposit same-day funds in the account of the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the beneficial owners of this Note subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on such Interest Rate Adjustment Date. Such funds shall be in an amount sufficient to pay the aggregate purchase price of this Note, equal to 100% of the principal amount thereof. In the event a Standby Note Purchase Agreement is in effect but the Liquidity Provider shall fail to advance funds for whatever reason thereunder, the Company hereby agrees to purchase this Note on such Interest Rate Adjustment Date. The Company has agreed in the Indenture to pay the accrued interest, if any, on this Note by depositing sufficient same-day funds therefor with the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) by 3:00 p.m., New York City time, on such Interest Rate Adjustment Date. Failure by the Company to purchase this Note pursuant to a Special Mandatory Purchase in the manner provided in this Note will constitute an Event of Default under the Indenture in which event the date of such failure shall constitute a date of Maturity for this Note and the principal hereof may be declared due and payable in the manner and with the effect provided in the Indenture. Following such failure to pay pursuant to a Special Mandatory Purchase, this Note will bear interest at the Special Interest Rate as provided above under "Interest."
Appears in 3 contracts
Samples: Collateral Assignment Agreement (Detroit Edison Co), Supplemental Indenture (Detroit Edison Co), Detroit Edison Co
Special Mandatory Purchase. If by 12:00 o'clock noonSubject to certain exceptions, New York City time, if on any Interest Rate Adjustment Date for this Noteany Notes, the applicable Remarketing Agent and the applicable Standby Remarketing Agent(s) have not remarketed this Noteall such Notes, this Note shall be the Notes that have not been remarketed are subject to Special Mandatory PurchasePurchase (a "SPECIAL MANDATORY PURCHASE") by the Company. Either the The Company or, subject is obligated to the terms pay all accrued and conditions of a Standby Note Purchase Agreementunpaid interest, if any, which may be in effect on unremarketed Notes to such dateInterest Rate Adjustment Date. Payment of the principal amount of unremarketed Notes by the Company, the Liquidity Provider (and payment of accrued and unpaid interest, if any), by the Company, will be made by deposit of same-day funds in the account of with the Trustee (or such other account meeting the requirements of DTCthe Depositary's procedures as in effect from time to time) irrevocably in trust for the benefit of the beneficial owners Beneficial Owners of this Note Notes subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on such Interest Rate Adjustment Date. Such funds shall be in an amount sufficient to pay the aggregate purchase price of this Note, equal to 100% of the principal amount thereof. In the event a Standby Note Purchase Agreement is in effect but the Liquidity Provider shall fail to advance funds for whatever reason thereunder, the Company hereby agrees to purchase this Note on such Interest Rate Adjustment Date. The Company has agreed in the Indenture to pay the accrued interest, if any, on this Note by depositing sufficient same-day funds therefor with the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) by 3:00 p.m., New York City time, on such Interest Rate Adjustment Date. Failure by the Company to purchase this Note Notes pursuant to a Special Mandatory Purchase in the manner provided in this Note will constitute an Event of Default under the Indenture as set forth in Section 401 hereof in which event the date of such failure shall constitute a date of Maturity for this Note such Notes and the principal hereof thereof may be declared due and payable in the manner and with the effect provided in the Indenture. Following such failure to pay pursuant to a Special Mandatory Purchase, this Note such Notes will bear interest at the Special Interest Rate as provided above under "Interestfor in Section 205 hereof."
Appears in 2 contracts
Samples: Indenture (Tampa Electric Co), Indenture (Teco Energy Inc)
Special Mandatory Purchase. If by 12:00 o'clock noon, New York City time, on any Interest Rate Adjustment Date for this Noteany Notes, the applicable Remarketing Agent and the applicable Standby Remarketing Agent(s) have not remarketed this Noteall such Notes, this Note shall be the Notes that are unremarketed are subject to Special Mandatory Purchase. Either the Company or, subject to the terms and conditions of a Standby Note Purchase Agreement, if any, which may be in effect on such date, the Liquidity Provider (if any), will deposit same-day funds in the account of the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the beneficial owners Beneficial Owners of this Note Notes subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on such Interest Rate Adjustment Date. Such funds shall be in an amount sufficient to pay the aggregate purchase price of this Notesuch unremarketed Notes, equal to 100% of the principal amount thereof. In the event a Standby Note Purchase Agreement is in effect but the Liquidity Provider shall fail to advance funds for whatever reason thereunder, the Company hereby agrees to purchase this Note such unremarketed Notes on such Interest Rate Adjustment Date. The Company has agreed in the Indenture hereby agrees to pay the accrued interest, if any, on this Note such Notes by depositing sufficient same-day funds therefor with in the account of the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) by 3:00 p.m., New York City time, on such Interest Rate Adjustment Date. Failure by the Company to purchase this Note Notes pursuant to a Special Mandatory Purchase in the manner provided in this Note the Notes will constitute an Event of Default under the Original Indenture in which event the date of such failure shall constitute a date of Maturity for this Note such Notes and the principal hereof amount thereof may be declared due and payable in the manner and with the effect provided for in the Original Indenture. Following such failure to pay pursuant to a Special Mandatory Purchase, this Note such Notes will bear interest at the Special Interest Rate as provided above for in Section 204 hereof. If the Company enters into a Standby Note Purchase Agreement with a Liquidity Provider, Notes purchased by the Liquidity Provider ("Purchased Notes") shall bear interest at the rates and be payable on the dates as may be agreed upon by the Company and the Liquidity Provider. Upon purchase of any Note by the Liquidity Provider, all interest accruing thereon from the last date for which interest was paid shall accrue for the benefit of and be payable to the Liquidity Provider. Unless an event of default under "Interestthe Standby Note Purchase Agreement occurs, the applicable Remarketing Agent shall continue its remarketing efforts with respect to Purchased Notes until the earlier to occur of a successful remarketing of such Purchased Notes or the expiration of the Standby Note Purchase Agreement. In the event the Liquidity Provider holds Purchased Notes on the date the Standby Note Purchase Agreement expires, the Company will be required to purchase such Notes on such date at a purchase price equal to the principal amount thereof plus accrued interest thereon to the purchase date. Such Notes will remain outstanding and enjoy the benefits of the Original Indenture and this Second Supplemental Indenture until such time as the Company delivers the Notes to the Trustee for cancellation."
Appears in 2 contracts
Samples: Collateral Assignment Agreement (Detroit Edison Co), Detroit Edison Co
Special Mandatory Purchase. If by 12:00 o'clock noon, New York City time, on any Interest Rate Adjustment Date for this Noteany Notes, the applicable Remarketing Agent and the applicable Standby Remarketing Agent(s) have not remarketed this Noteall such Notes, this Note shall be the Notes that are unremarketed are subject to Special Mandatory Purchase. Either the Company or, subject to the terms and conditions of a Standby Note Purchase Agreement, if any, which may be in effect on such date, the Liquidity Provider (if any), will deposit same-day funds in the account of the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the beneficial owners Beneficial Owners of this Note Notes subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on such Interest Rate Adjustment Date. Such funds shall be in an amount sufficient to pay the aggregate purchase price of this Notesuch unremarketed Notes, equal to 100% of the principal amount thereof. In the event a Standby Note Purchase Agreement is in effect but the Liquidity Provider shall fail to advance funds for whatever reason thereunder, the Company hereby agrees to purchase this Note such unremarketed Notes on such Interest Rate Adjustment Date. The Company has agreed in the Indenture hereby agrees to pay the accrued interest, if any, on this Note such Notes by depositing sufficient same-day funds therefor with in the account of the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) by 3:00 p.m., New York City time, on such Interest Rate Adjustment Date. Failure by the Company to purchase this Note Notes pursuant to a Special Mandatory Purchase in the manner provided in this Note the Notes will constitute an Event of Default under the Original Indenture in which event the date of such failure shall constitute a date of Maturity for this Note such Notes and the principal hereof amount thereof may be declared due and payable in the manner and with the effect provided in the Indenture. Following such failure to pay pursuant to a Special Mandatory Purchase, this Note will bear interest at the Special Interest Rate as provided above under "Interest."with
Appears in 1 contract
Samples: Indenture (Detroit Edison Co)
Special Mandatory Purchase. If by 12:00 o'clock noon, New York City time, on any Interest Rate Adjustment Date for this Note, the applicable Remarketing Agent and the applicable Standby Remarketing Agent(s) have not remarketed this Note, this Note shall be subject to Special Mandatory Purchase. Either the Company or, subject to the terms and conditions of a Standby Note Purchase Agreement, if any, which may be in effect on such date, the Liquidity Provider (if any), will deposit same-day funds in the account of the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the beneficial owners of this Note subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on such Interest Rate Adjustment Date. Such funds shall be in an amount sufficient to pay the aggregate purchase price of this Note, equal to 100% of the principal amount thereof. In the event a Standby Note Purchase Agreement is in effect but the Liquidity Provider shall fail to advance funds for whatever reason thereunder, the Company hereby agrees to purchase this Note on such Interest Rate Adjustment Date. The Company has agreed in the Indenture to pay the accrued interest, if any, on this Note by depositing sufficient same-day funds therefor with the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) by 3:00 p.m., New York City time, on such Interest Rate Adjustment Date. Failure by the Company to purchase this Note pursuant to a Special Mandatory Purchase in the manner provided in this Note will constitute an Event of Default under the Indenture in which event the date of such failure shall constitute a date of Maturity for this Note and the principal hereof may be declared due and payable in the manner and with the effect provided in the Indenture. Following such failure to pay pursuant to a Special Mandatory Purchase, this Note will bear interest at the Special Interest Rate as provided above under "Interest." Xxxxxxxx Xxxxxxxxxx xx any Interest Rate Adjustment Date. This Note is subject to Optional Redemption, at the direction of the Company and without notice to the Holders, on any Interest Rate Adjustment Date relating hereto, in whole or in part, at a redemption price equal to 100% of the principal amount to be redeemed plus accrued and unpaid interest to the date set for redemption (the "Redemption Date").
Appears in 1 contract
Samples: Detroit Edison Co
Special Mandatory Purchase. If by 12:00 o'clock noon, New York City time, on any Interest Rate Adjustment Date for this Noteany Notes, the applicable Remarketing Agent and the applicable Standby Remarketing Agent(s) have not remarketed this Noteall such Notes, this Note shall be the Notes that are unremarketed are subject to Special Mandatory Purchase. Either the Company or, subject to the terms and conditions of a Standby Note Purchase Agreement, if any, which may be in effect on such date, the Liquidity Provider (if any), will deposit same-day funds in the account of the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the beneficial owners Beneficial Owners of this Note Notes subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on such Interest Rate Adjustment Date. Such funds shall be in an amount sufficient to pay the aggregate purchase price of this Notesuch unremarketed Notes, equal to 100% of the principal amount thereof. In the event a Standby Note Purchase Agreement is in effect but the Liquidity Provider shall fail to advance funds for whatever reason thereunder, the Company hereby agrees to purchase this Note such unremarketed Notes on such Interest Rate Adjustment Date. The Company has agreed in the Indenture hereby agrees to pay the accrued interest, if any, on this Note such Notes by depositing sufficient same-day funds therefor with in the account of the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) by 3:00 p.m., New York City time, on such Interest Rate Adjustment Date. Failure by the Company to purchase this Note Notes pursuant to a Special Mandatory Purchase in the manner provided in this Note the Notes will constitute an Event of Default under the Original Indenture in which event the date of such failure shall constitute a date of Maturity for this Note such Notes and the principal hereof amount thereof may be declared due and payable in the manner and with the effect provided for in the Original Indenture. Following such failure to pay pursuant to a Special Mandatory Purchase, this Note such Notes will bear interest at the Special Interest Rate as provided above for in Section 204 hereof. If the Company enters into a Standby Note Purchase Agreement with a Liquidity Provider, Notes purchased by the Liquidity Provider ("Purchased Notes") shall bear interest at the rates and be payable on the dates as may be agreed upon by the Company and the Liquidity Provider. Upon purchase of any Note by the Liquidity Provider, all interest accruing thereon from the last date for which interest was paid shall accrue for the benefit of and be payable to the Liquidity Provider. Unless an event of default under "Interestthe Standby Note Purchase Agreement occurs, the applicable Remarketing Agent shall continue its remarketing efforts with respect to Purchased Notes until the earlier to occur of a successful remarketing of such Purchased Notes or the expiration of the Standby Note Purchase Agreement. In the event the Liquidity Provider holds Purchased Notes on the date the Standby Note Purchase Agreement expires, the Company will be required to purchase such Notes on such date at a purchase price equal to the principal amount thereof plus accrued interest thereon to the purchase date. Such Notes will remain outstanding and enjoy the benefits of the Original Indenture and this Supplemental Indenture until such time as the Company delivers the Notes to the Trustee for cancellation."
Appears in 1 contract
Special Mandatory Purchase. If by 12:00 o'clock noon, New York City time, on any Interest Rate Adjustment Date for this Note, the applicable Remarketing Agent and the applicable Standby Remarketing Agent(s) have not remarketed this Note, this Note shall be subject to Special Mandatory Purchase. Either the Company or, subject to the terms and conditions of a Standby Note Purchase Agreement, if any, which may be in effect on such date, the Liquidity Provider (if any), will deposit same-day funds in the account of the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the beneficial owners of this Note subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on such Interest Rate Adjustment Date. Such funds shall be in an amount sufficient to pay the aggregate purchase price of this Note, equal to 100% of the principal amount thereof. In the event a Standby Note Purchase Agreement is in effect but the Liquidity Provider shall fail to advance funds for whatever reason thereunder, the Company hereby agrees to purchase this Note on such Interest Rate Adjustment Date. The Company has agreed in the Indenture to pay the accrued interest, if any, on this Note by 61 62 depositing sufficient same-day funds therefor with the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) by 3:00 p.m., New York City time, on such Interest Rate Adjustment Date. Failure by the Company to purchase this Note pursuant to a Special Mandatory Purchase in the manner provided in this Note will constitute an Event of Default under the Indenture in which event the date of such failure shall constitute a date of Maturity for this Note and the principal hereof may be declared due and payable in the manner and with the effect provided in the Indenture. Following such failure to pay pursuant to a Special Mandatory Purchase, this Note will bear interest at the Special Interest Rate as provided above under "Interest."
Appears in 1 contract
Samples: Indenture (Detroit Edison Co)
Special Mandatory Purchase. If by 12:00 o'clock noonSubject to certain exceptions, New York City time, if on any Interest Rate Adjustment Date for this Note, the applicable Remarketing Agent and the applicable Standby Remarketing Agent(s) have not remarketed this Noteall the Notes, this Note shall be Notes that have not been remarketed are subject to Special Mandatory PurchasePurchase by the Company. Either the The Company or, subject shall be obligated to the terms pay all accrued and conditions of a Standby Note Purchase Agreementunpaid interest, if any, which may be in effect on unremarketed Notes to such dateInterest Rate Adjustment Date. Payment of the principal amount of unremarketed Notes by the Company, the Liquidity Provider (and payment of accrued and unpaid interest, if any), by the Company, will be made by deposit of same-day funds in the account of with the Trustee (or such other account meeting the requirements of DTCthe Depositary's procedures as in effect from time to time) irrevocably in trust for the benefit of the beneficial owners Beneficial Owners of this Note Notes subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on such Interest Rate Adjustment Date. Such funds shall be in an amount sufficient to pay the aggregate purchase price of this Note, equal to 100% of the principal amount thereof. In the event a Standby Note Purchase Agreement is in effect but the Liquidity Provider shall fail to advance funds for whatever reason thereunder, the Company hereby agrees to purchase this Note on such Interest Rate Adjustment Date. The Company has agreed in the Indenture to pay the accrued interest, if any, on this Note by depositing sufficient same-day funds therefor with the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) by 3:00 p.m., New York City time, on such Interest Rate Adjustment Date. Failure by the Company to purchase this Note pursuant to a Special Mandatory Purchase in the manner provided in this Note will constitute an Event of Default under the Indenture in which event the date of such failure shall constitute a date of Maturity for this Note and the principal hereof thereof may be declared due and payable in the manner and with the effect provided in the Indenture. Following such failure to pay pursuant to a Special Mandatory Purchase, this Note will bear interest at the Special Interest Rate as provided above under "InterestINTEREST RATE."" Optional Redemption on any Interest Rate Adjustment Date. This Note is subject to redemption at the option of the Company in whole or in part on any Interest Rate Adjustment Date relating thereto without notice to the holders thereof at a redemption price equal to 100% of the principal amount set forth in Annex A hereto. Redemption While This Note is in the Long Term Rate Mode. If this Note is in the Long Term Rate Mode, it is subject to redemption at the option of the Company at the times and upon the terms specified at the time of conversion to or within such Long Term Rate Mode as set forth in Annex A hereto. Notice of redemption shall be given by mail to the registered owner of this Note, not less than 30 nor more than 60 days prior to the Redemption Date, all as provided in the Indenture. The Company shall not be required to (a) issue, register the transfer of or exchange Notes of this series during a period beginning at the opening of business 15 days before the day of the mailing of the relevant notice of redemption and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Notes selected for redemption, in whole or in part, except the unredeemed portion of any Note being redeemed in part. In the event of redemption of this Note in part only, a new Note or Notes of this series, of like tenor, for the unredeemed portion hereof will be issued in the name of the registered owner hereof upon the cancellation hereof.
Appears in 1 contract
Samples: Teco Energy Inc
Special Mandatory Purchase. If this Note has not been remarketed by 12:00 o'clock noon12:15 P.M., New York City time, on any an Interest Rate Adjustment Date for this Note, it will be purchased by the applicable Remarketing Agent and the applicable Standby Remarketing Agent(s) have not remarketed this Note, this Note shall be subject to Company (a "Special Mandatory Purchase"). Either In such event, the Company or, subject to the terms and conditions of a Standby Note Purchase Agreement, if any, which may be in effect on such date, the Liquidity Provider (if any), will deposit same-day funds in the account of with the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the beneficial owners of this Note subject to Special Mandatory Purchase hereof by 3:00 p.m., New York City time, on such Interest Rate Adjustment Date. Such funds shall be in an amount sufficient to pay the aggregate purchase price of this Note, equal to 100% of the principal amount thereof. In the event a Standby Note Purchase Agreement is in effect but the Liquidity Provider shall fail to advance funds for whatever reason thereunder, the Company hereby agrees to purchase this Note on such Interest Rate Adjustment Date. The Company has agreed in the Indenture to pay the hereof plus accrued and unpaid interest, if any, on thereon. This Note will remain outstanding and enjoy the benefits of the Indenture until such time as the Company delivers certificates for this Note by depositing sufficient same-day to the Trustee for cancellation or otherwise directs the Trustee to reflect that such funds therefor have been paid in full and to cancel this Note (or the portion hereof subject to Special Mandatory Purchase) in accordance with the Indenture. With respect to any portion of this Note purchased pursuant to the Special Mandatory Purchase and remaining outstanding, the Company shall provide the Trustee (or with such instructions and other account meeting information as the requirements of DTC's procedures as in effect from time to time) by 3:00 p.m., New York City time, on such Interest Rate Adjustment DateTrustee may require for settlement purposes. Failure by the Company to purchase this Note pursuant subject to a Special Mandatory Purchase in within the manner time period provided in therefor, after written notice (which includes facsimile or appropriate electronic media) of a failed remarketing of this Note will by the Remarketing Agent on behalf of the Beneficial Owners of this Note as provided herein, shall constitute an Event of Default under the Indenture in which event Indenture, and the date of such failure shall constitute a date of Maturity for purposes of the Indenture for this Note and Note. OPTIONAL REDEMPTION WHILE IN THE INITIAL INTEREST RATE PERIOD. During the principal hereof may be declared due and payable in the manner and with the effect provided in the Indenture. Following such failure to pay pursuant to a Special Mandatory PurchaseInitial Interest Rate Period, this Note will bear interest at be subject to redemption only to the Special Interest Rate as extent provided above under "Interest."and upon the terms set forth in Annex A.
Appears in 1 contract
Samples: Newell Co