Common use of Termination Event; Redemption Prior to Stock Purchase Date Clause in Contracts

Termination Event; Redemption Prior to Stock Purchase Date. (a) Upon receipt by the Collateral Agent of written notice from the Company, the Property Trustee or any of the Administrative Trustees of the Issuer Trust that (x) a Termination Event has occurred or (y) the Stock Purchase Contracts have been terminated upon redemption of all the Notes prior to the Stock Purchase Date in accordance with the Indenture, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) any Pledged Notes; (ii) any Proceeds of the National City Bank Deposit; and (iii) any Pledged Treasury Securities, to the Property Trustee, free and clear of the Pledge created hereby. (b) If such Termination Event shall result from the Company’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the National City Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.04, the Property Trustee or any of the Administrative Trustees shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 6.04 and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten calendar days after the occurrence of such Termination Event, and if (A) the Property Trustee or any of the Administrative Trustees shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the National City Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.04, then the Property Trustee shall within 15 calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the National City Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; or (ii) commence an action or proceeding like that described in Section 6.04(b)(i) hereof within 10 calendar days after the occurrence of such Termination Event.

Termination Event; Redemption Prior to Stock Purchase Date. (a) Upon receipt by the Collateral Agent of written notice from the Company, the Property Trustee or any of the Administrative Trustees of the Issuer Trust that (x) a Termination Event has occurred or (y) the Stock Purchase Contracts have been terminated upon redemption of all the Notes Junior Subordinated Debentures prior to the Stock Purchase Date in accordance with the Indenture, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) any Pledged Notes; (ii) any Proceeds of the National City Bank DepositJunior Subordinated Debentures; and (iiiii) any Pledged Treasury Securities, to the Property Trustee, free and clear of the Pledge created hereby. (b) If such Termination Event shall result from the Company’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged NotesJunior Subordinated Debentures, Pledged Treasury Securities, Permitted Investments, the National City Bank Deposit Remarketing Treasury Securities and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.04, the Property Trustee or any of the Administrative Trustees shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 6.04 and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten calendar days after the occurrence of such Termination Event, and if (A) the Property Trustee or any of the Administrative Trustees shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged NotesJunior Subordinated Debentures, Pledged Treasury Securities, Permitted Investments, the National City Bank Deposit Remarketing Treasury Securities and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.04, then the Property Trustee shall within 15 fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and Transfer of all Pledged NotesJunior Subordinated Debentures, Pledged Treasury Securities, Permitted Investments, the National City Bank Deposit Remarketing Treasury Securities and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; or (ii) commence an action or proceeding like that described in Section 6.04(b)(i) hereof within 10 calendar days after the occurrence of such Termination Event.

Termination Event; Redemption Prior to Stock Purchase Date. (a) Upon receipt by the Collateral Agent of written notice from the Company, the Property Trustee or any of the Administrative Trustees of the Issuer Trust that (x) a Termination Event has occurred or (y) the Stock Purchase Contracts have been terminated upon redemption of all the Notes prior to the Stock Purchase Date in accordance with the Indenture, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) any Pledged Notes; (ii) any Proceeds of the National City Bank Deposit; and (iii) any Pledged Treasury Securities, to the Property Trustee, free and clear of the Pledge created hereby. (b) If such Termination Event shall result from the Company’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the National City Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.04, the Property Trustee or any of the Administrative Trustees shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 6.04 and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten calendar days after the occurrence of such Termination Event, and if (A) the Property Trustee or any of the Administrative Trustees shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the National City Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.04, then the Property Trustee shall within 15 calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the National City Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; or (ii) commence an action or proceeding like that described in Section 6.04(b)(i) hereof within 10 calendar days after the occurrence of such Termination Event.shall

Termination Event; Redemption Prior to Stock Purchase Date. (a) Upon receipt by the Collateral Agent of written notice from the Company, the Property Trustee or any of the Administrative Trustees of the Issuer Trust that (x) a Termination Event has occurred or (y) the Stock Purchase Contracts have been terminated upon redemption of all the Notes prior to the Stock Purchase Date in accordance with the Indenture, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer: (i) any Pledged Notes; (ii) any Proceeds of the National City Bank Deposit; and (iii) any Pledged Treasury Securities, to the Property Trustee, free and clear of the Pledge created hereby. (b) If such Termination Event shall result from the Company’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the National City Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.04, the Property Trustee or any of the Administrative Trustees shall: (i) use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 6.04 and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten calendar days after the occurrence of such Termination Event, and if (A) the Property Trustee or any of the Administrative Trustees shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the National City Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.04, then the Property Trustee shall within 15 calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the National City Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; or (ii) commence an action or proceeding like that described in Section 6.04(b)(i) hereof within 10 calendar days after the occurrence of such Termination Event.