The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below), acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as nominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders (i) in the Senior Notes constituting a part of the Corporate Units, any Treasury Securities delivered in exchange for any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) and any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, in accordance with Article 4 hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (ii) in payments made by Holders pursuant to Section 4.4; (iii) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (iv) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units by the Collateral Agent upon the occurrence of a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption as provided in Article 6, or otherwise, and (v) all Proceeds of the foregoing, including without limitation all Proceeds received under Section 4.6 (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Senior Notes comprising a part of the Corporate Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes shall be Transferred by physically delivering such Senior Notes to the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Senior Notes such that security entitlements with respect to such Senior Notes are credited to the Collateral Account. In the event a Holder of Corporate Units so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account. (b) For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities subject to the Pledge, excluding any Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities released from the Pledge as provided in Article 4 hereof, are hereinafter referred to as "Pledged Senior Notes" (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Senior Notes or any other securities held in physical form in its name. Except as may be required in order to release Senior Notes in connection with a Tax Event Redemption or with a Holder's election to convert its investment from a Corporate Unit to a Treasury Unit, or except as otherwise required to release Senior Notes as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Senior Note prior to the termination of this Agreement, except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Senior Notes evidenced thereby from the Pledge, the Securities Intermediary shall use commercially reasonable efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes remaining subject to the Pledge hereunder registered to it or indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Samples: Pledge Agreement (Centurytel Inc)
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below), ) acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as nominal owner of the CollateralCollateral (as defined below), each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders (ia) in the Senior Notes Debentures and Treasury Securities constituting a part of the Corporate Units, Securities and any Treasury Securities delivered in exchange for any Senior Notes Debentures (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) and ), any Senior Notes Debentures (or, or if applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, in accordance with Article Section 4 hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (iib) in payments made by Holders pursuant to Section 4.4; (iiic) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (ivd) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units Income PRIDES by the Collateral Agent upon the occurrence of a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption as provided in Article 6, or otherwise, Section 6.2 and (ve) all Proceeds of the foregoing, including without limitation all Proceeds received under Section 4.6 foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Senior Notes comprising a part of the Corporate Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes shall be Transferred by physically delivering such Senior Notes to the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Senior Notes such that security entitlements with respect to such Senior Notes are credited to the Collateral Account. In the event a Holder of Corporate Units so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account.
(b) For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities subject to the Pledge, excluding any Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities released from the Pledge as provided in Article 4 hereof, are hereinafter referred to as "Pledged Senior Notes" (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Senior Notes or any other securities held in physical form in its name. Except as may be required in order to release Senior Notes in connection with a Tax Event Redemption or with a Holder's election to convert its investment from a Corporate Unit to a Treasury Unit, or except as otherwise required to release Senior Notes as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Senior Note prior to the termination of this Agreement, except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Senior Notes evidenced thereby from the Pledge, the Securities Intermediary shall use commercially reasonable efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes remaining subject to the Pledge hereunder registered to it or indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.initial
Appears in 1 contract
Samples: Pledge Agreement (Coastal Corp)
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below), acting through the Forward Purchase Contract Agent, as their attorney-in-fact, and the Forward Purchase Contract Agent, as nominal owner of the Collateralsuch attorney-in-fact, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders (whether now owned, hereafter acquired, or whether now or hereafter existing or arising) of their respective obligations under the related Forward Purchase Contracts, a security interest in all of the right, title and interest of the Forward Purchase Contract Agent and such Holders in (ia) in the Senior Notes Preferred Stock constituting a part of Income PRIDES from time to time; (b) Treasury Securities constituting a part of the Corporate UnitsGrowth PRIDES from time to time, any Treasury Securities delivered in exchange for any Senior Notes (or, if applicable, c) the Applicable Ownership Interest Interests (as specified in Clause (A) of the definition of such term) of the Treasury Portfolio) and any Senior Notes (or, if applicable, Portfolio constituting a part of Income PRIDES from time to time after the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, in accordance with Article 4 hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions occurrence of this Agreementa Special Event Redemption; (iid) in payments made by Holders pursuant to Section 4.4.; (iiie) in the Collateral Account and all securities, financial assetsassets (as defined in Section 8-102(a)(9) of the Code), Cash and other property credited thereto and all Security Entitlements related thereto; (iv) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units by the Collateral Agent upon the occurrence of a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption as provided in Article 6, or otherwise, and (vf) all Proceeds of the foregoing, including without limitation all Proceeds received under Section 4.6 foregoing (all of the foregoing, collectively, the "Collateral"). The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Preferred Stock, the Treasury Securities and the Portfolio Interests subject to the Pledge, excluding any Preferred Stock that are delivered pursuant to Section 6.4 hereof and Treasury Securities or Portfolio Interests released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively are hereinafter referred to as the "Pledged Preferred Stock," "Pledged Treasury Securities" and the "Pledged Portfolio Interests," respectively. Prior to or concurrently with the execution and delivery of this Agreement, the Forward Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Senior Notes Preferred Stock comprising a part of the Corporate Units Income PRIDES to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes Preferred Stock shall be Transferred by physically delivering such Senior Notes Preferred Stock to the Collateral Agent endorsed in blank or together with such powers undated and duly endorsed in blank as the Collateral Agent or the Company, which Transfer shall constitute delivery (as defined in Section 8-301 of the Code) of the Preferred Stock. The Collateral Agent shall deliver such Preferred Stock to the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to will credit the Collateral Account with such Senior Notes Preferred Stock such that security entitlements any Security Entitlement with respect to such Senior Notes are Preferred Stock is credited to the such Collateral Account. In the event a Holder of Corporate Units Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company (as provided in Section 4.1 hereof hereof) in exchange for the release by the Collateral Agent on behalf of the Company to the Forward Purchase Contract Agent of Senior Notes Preferred Stock or the appropriate Applicable Ownership Interest of the Treasury PortfolioPortfolio Interests, as the case may be, with an aggregate principal amount a Liquidation Preference equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior Notesthe Preferred Stock, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio Portfolio, equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Treasury Units Growth PRIDES so elects, such Holder may Transfer Senior Notes Preferred Stock or the appropriate Applicable Ownership Interest of the Treasury Portfolio Interests to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company (as provided in Section 4.2 hereof) to the Forward Purchase Contract Agent of Treasury Securities with an aggregate principal amount at maturity equal to to, as the case may be, the aggregate Liquidation Preference of the Preferred Stock or the aggregate principal amount at maturity of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio Portfolio, so transferred Transferred to the Forward Purchase Contract Agent on behalf of such Holder. Such Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury PortfolioPortfolio Interests, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, such Portfolio Interests has been credited to the Collateral Account.
(b) . For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities subject to the Pledge, excluding any Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities released from the Pledge as provided in Article 4 hereof, are hereinafter referred to as "Pledged Senior Notes" (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Senior Notes Preferred Stock or any other securities Securities held in physical form in its namename for the benefit of the Company. Except as may be required in order to release Senior Notes Preferred Stock in connection with a Tax Event Redemption or with a Holder's election to convert its investment from a Corporate Unit an Income PRIDES to a Treasury UnitGrowth PRIDES, or except as otherwise required to release Senior Notes Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any security certificate evidencing a Senior Note Preferred Stock prior to the termination of this Agreement, Agreement except Senior Notes Preferred Stock may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a security certificate in order to release a portion of the Senior Notes Pledged Preferred Stock evidenced thereby from the Pledge, the Securities Intermediary shall use commercially reasonable its best efforts to obtain physical possession of a replacement security certificate evidencing any Senior Notes Preferred Stock remaining subject to the Pledge hereunder registered to it or indorsed endorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below), acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as nominal owner of the Collateralsuch attorney-in-fact, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(i) in (A) the Senior Notes Notes, Treasury Consideration or Treasury Securities constituting a part of the Corporate Units, (B) any Treasury Securities delivered in exchange for any Senior Notes (oror Treasury Consideration, if as applicable, the Applicable Ownership Interest in the accordance with Section 4.1 hereof, and (C) any Notes or Treasury Portfolio) and any Senior Notes (orConsideration, if as applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, Securities in accordance with Article 4 Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; ;
(ii) in payments made by Holders pursuant to Section 4.4; (iii) in the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and
(iv) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units by the Collateral Agent upon the occurrence of a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption as provided in Article 6, or otherwise, and (viii) all Proceeds of the foregoing, including without limitation all Proceeds received under Section 4.6 foregoing (all of the foregoing, collectively, the "Collateral"). .
(b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the SecuritiesUnits, shall cause the Senior Notes comprising a part of the Corporate Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior .
(c) The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Notes shall be Transferred by physically delivering such Senior (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration and Treasury Securities subject to the Securities Intermediary indorsed in blank (Pledge, excluding any Notes, Treasury Consideration or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Senior Notes such that security entitlements with respect to such Senior Notes are credited to the Collateral Account. In the event a Holder of Corporate Units so elects, such Holder may Transfer Treasury Securities to released from the Collateral Agent for the benefit of the Company Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as "Pledged Notes," "Pledged Treasury Consideration" and "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 4.1 hereof in exchange for 2.2 hereof, the release by the Collateral Agent on behalf Holders from time to time shall have full beneficial ownership of the Company of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such HolderCollateral. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account.
(b) For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities subject to the Pledge, excluding any Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities released from the Pledge as provided in Article 4 hereof, are hereinafter referred to as "Pledged Senior Notes" (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Senior Notes or any other securities held in physical form in its name. .
(d) Except as may be required in order to release Senior Notes or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder's election to convert its investment from a Corporate Normal Unit to a Treasury Stripped Unit, or except as otherwise required to release Senior Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Senior Note Notes, Treasury Securities or Treasury Consideration, as applicable, prior to the termination of this Agreement, except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Senior Notes evidenced thereby from the Pledge, the Securities Intermediary Collateral Agent shall use commercially reasonable its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes remaining subject to the Pledge hereunder registered to it or indorsed endorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary Collateral Agent shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure its inability to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below), acting through the Forward Purchase Contract Agent, as their attorney-in-fact, and the Forward Purchase Contract Agent, as nominal owner of the Collateralsuch attorney-in-fact, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Forward Purchase Contracts, a security interest in all of the right, title and interest of the Forward Purchase Contract Agent and such Holders in:
(i) (A) the Notes, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Senior Notes Treasury Portfolio constituting a part of the Corporate UnitsDECS, (B) any Treasury Securities delivered in exchange for any Senior Notes (orNotes, if applicable, the Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio) and any Senior Notes (or, if as applicable, the in accordance with Section 4.1 hereof, and (C) any Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio) , as applicable, delivered in exchange for any Treasury Securities, Securities in accordance with Article 4 Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; ;
(ii) in payments made by Holders pursuant to Section 4.4; (iii) in the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and
(iv) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units by the Collateral Agent upon the occurrence of a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption as provided in Article 6, or otherwise, and (viii) all Proceeds of the foregoing, including without limitation all Proceeds received under Section 4.6 foregoing (all of the foregoing, collectively, the "Collateral"). .
(b) Prior to or concurrently with the execution and delivery of this Agreement, the Forward Purchase Contract Agent, on behalf of the initial Holders of the SecuritiesDECS, shall cause the Senior Notes comprising a part of the Corporate Units Upper DECS to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior .
(c) The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Notes shall be Transferred by physically delivering such Senior (or the Notes that are delivered pursuant to Section 4.2 hereof), Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Senior Notes such that security entitlements with respect to such Senior Notes are credited to the Collateral Account. In the event a Holder of Corporate Units so electsPledge, such Holder may Transfer excluding any Notes, Treasury Consideration, Treasury Securities to or Applicable Ownership Interest in the Collateral Agent for Treasury Portfolio released from the benefit of the Company Pledge as provided in Section Sections 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Senior Notes and 4.2 hereof, respectively, are herein referred to as "Pledged Notes," "Pledged Treasury Consideration," "Pledged Treasury Securities" or the appropriate "Pledged Applicable Ownership Interest of in the Treasury Portfolio, as the case may be, with an aggregate principal amount equal ," respectively. Subject to the aggregate principal amount Pledge and Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Treasury Securities so Transferred, in the case of Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such HolderCollateral. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account.
(b) For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities subject to the Pledge, excluding any Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities released from the Pledge as provided in Article 4 hereof, are hereinafter referred to as "Pledged Senior Notes" (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister in its name the Senior Notes or any other securities held in physical form in its name. Except as may be required in order to release Senior Notes in connection with a Tax Event Redemption or with a Holder's election to convert its investment from a Corporate Unit to a Treasury Unit, or except as otherwise required to release Senior Notes as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Senior Note prior to the termination of this Agreement, except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Senior Notes evidenced thereby from the Pledge, the Securities Intermediary shall use commercially reasonable efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes remaining subject to the Pledge hereunder registered to it or indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required herebyform.
Appears in 1 contract
Samples: Pledge Agreement (Solutia Inc)
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below), ) acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as nominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders (ia) in the Senior Notes constituting a part of the Corporate Units, Securities and any Treasury Securities delivered in exchange for any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) and ), any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, in accordance with Article 4 IV hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (iib) in payments made by Holders pursuant to Section 4.4; (iiic) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (ivd) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units Income PRIDES by the Collateral Agent upon the occurrence of a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption as provided in Article 6VI, or otherwise, and (ve) all Proceeds of the foregoing, including without limitation all Proceeds received under Section 4.6 foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Senior Notes comprising a part of the Corporate Units Income PRIDES to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes shall be Transferred by physically delivering such Senior Notes to the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Senior Notes such that security entitlements with respect to such Senior Notes are credited to the Collateral Account. In the event a Holder of Corporate Units Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Treasury Units Growth PRIDES so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account.
(b) For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities subject to the Pledge, excluding any Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities released from the Pledge as provided in Article 4 IV hereof, are hereinafter referred to as "Pledged Senior Notes" (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Senior Notes or any other securities held in physical form in its name. Except as may be required in order to release Senior Notes in connection with a Tax Event Redemption or with a Holder's election to convert its investment from a Corporate Unit an Income PRIDES to a Treasury UnitGrowth PRIDES, or except as otherwise required to release Senior Notes as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Senior Note prior to the termination of this Agreement, except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Senior Notes evidenced thereby from the Pledge, the Securities Intermediary shall use commercially reasonable efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes remaining subject to the Pledge hereunder registered to it or indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Samples: Pledge Agreement (Electronic Data Systems Corp /De/)
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below), acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as nominal owner of the Collateralsuch attorney-in-fact, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders (a) in (i) in the Senior Notes Capital Securities, Treasury Consideration and Treasury Securities constituting a part of the Corporate UnitsSecurities, (ii) any Treasury Securities delivered in exchange for any Senior Notes (orCapital Securities or Treasury Consideration, if as applicable, the Applicable Ownership Interest in the accordance with Section 4.1 hereof, and (iii) any Capital Securities or Treasury Portfolio) and any Senior Notes (orConsideration, if as applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, Securities in accordance with Article 4 Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (ii) in payments made by Holders pursuant to Section 4.4; (iiib) in the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; (ivc) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units by any Debentures delivered to the Collateral Agent upon the occurrence of a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption liquidation of the Trust as provided in Article 6, or otherwise, Section 6.2; and (vd) all Proceeds of the foregoing, including without limitation all Proceeds received under Section 4.6 foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Senior Notes Capital Securities comprising a part of the Corporate Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes Capital Securities shall be Transferred by physically delivering such Senior Notes securities to the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Senior Notes such that security entitlements with respect to such Senior Notes are credited to the Collateral Account. In the event a Holder of Corporate Units so elects, such Holder may Transfer Treasury Securities to securities and sending the Collateral Agent for the benefit a confirmation of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition deposit of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holdersecurities. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury PortfolioConsideration, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account.
(b) For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities subject to the Pledge, excluding any Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities released from the Pledge as provided in Article 4 hereof, are hereinafter referred to as "Pledged Senior Notes" (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Senior Notes or any other securities held in physical form in its name. Except as may be required in order to release Senior Notes in connection with a Tax Event Redemption or with a Holder's election to convert its investment from a Corporate Unit to a Treasury Unit, or except as otherwise required to release Senior Notes as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Senior Note prior to the termination of this Agreement, except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Senior Notes evidenced thereby from the Pledge, the Securities Intermediary shall use commercially reasonable efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes remaining subject to the Pledge hereunder registered to it or indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.to
Appears in 1 contract
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below), ) acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as nominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders (ia) in the Senior Notes constituting a part of the Corporate Units, Securities and any Treasury Securities delivered in exchange for any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) and ), any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, in accordance with Article 4 IV hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (iib) in payments made by Holders pursuant to Section 4.4; (iiic) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (ivd) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units Income PRIDES by the Collateral Agent upon the occurrence of a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption as provided in Article 6VI, or otherwise, and (ve) all Proceeds of the foregoing, including without limitation all Proceeds received under Section 4.6 foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Senior Notes comprising a part of the Corporate Units Income PRIDES to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes shall be Transferred by physically delivering such Senior Notes to the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Senior Notes such that security entitlements with respect to such Senior Notes are credited to the Collateral Account. In the event a Holder of Corporate Units Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferredtransferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Treasury Units Growth PRIDES so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account.
(b) For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities subject to the Pledge, excluding any Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities released from the Pledge as provided in Article 4 IV hereof, are hereinafter referred to as "Pledged Senior Notes" (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Senior Notes or any other securities held in physical form in its name. Except as may be required in order to release Senior Notes in connection with a Tax Event Redemption or with a Holder's election to convert its investment from a Corporate Unit an Income PRIDES to a Treasury UnitGrowth PRIDES, or except as otherwise required to release Senior Notes as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Senior Note prior to the termination of this Agreement, except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Senior Notes evidenced thereby from the Pledge, the Securities Intermediary shall use commercially reasonable its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes remaining subject to the Pledge hereunder registered to it or indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Samples: Pledge Agreement (Electronic Data Systems Corp /De/)
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below), acting through the Purchase Contract Agent, as their attorney-in-in- fact, and the Purchase Contract Agent, as nominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in (i) all of the right, title and interest of the Purchase Contract Agent and such Holders (ia) in the Senior Notes Capital Securities and Treasury Securities constituting a part of the Corporate Units, Securities and any Treasury Securities delivered in exchange for any Senior Notes (orCapital Securities, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) and any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) Capital Securities delivered in exchange for any Treasury Securities, in accordance with Article Section 4 hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (iib) in payments made by Holders pursuant to Section 4.4; (iiic) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (ivd) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units Income PRIDES by the Collateral Agent upon the occurrence of a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption as provided in Article 6, or otherwise, Section 6.2 and (vf) all Proceeds of the foregoing, including without limitation all Proceeds received under Section 4.6 foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently concur rently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Senior Notes Capital Securities comprising a part of the Corporate Units Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes Capital Securities shall be Transferred by physically delivering such Senior Notes Securities to the Securities Intermediary indorsed endorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Senior Notes such that security entitlements with respect to such Senior Notes are credited to Securities and sending the Collateral AccountAgent a confirmation of the deposit of such Securities. In the event a Holder of Corporate Units Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Senior Notes Capital Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal stated liquidation amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior NotesCapital Securities, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferredtransferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account.
(b) . For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes Capital Securities (or, if applicable, or the Applicable Ownership Interest in the Treasury PortfolioDebentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities subject to the Pledge, excluding any Senior Notes Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof or Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfoliohereof) or Treasury Securities released from the Pledge as provided in Article Section 4 hereof, are hereinafter referred to as "Pledged Senior NotesCapital Securities" (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Senior Notes Capital Securities or any other securities Securities held in physical form in its name. Except as may be required in order to release Senior Notes Capital Securities in connection with a Tax Event Redemption or with a Holder's election to convert its investment from a Corporate Unit an Income PRIDES to a Treasury UnitGrowth PRIDES, or except as otherwise required to release Senior Notes Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Senior Note Capital Security prior to the termination of this Agreement, except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Senior Notes Capital Securities evidenced thereby from the Pledge, the Securities Intermediary shall use commercially reasonable its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes Capital Securities remaining subject to the Pledge hereunder registered to it or indorsed endorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Samples: Pledge Agreement (Ingersoll Rand Co)
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below), acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as nominal owner of the Collateralsuch attorney-in-fact, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(i) in (A) the Senior Notes Debentures, Treasury Consideration and Treasury Securities, as the case may be, constituting a part of the Corporate Units, (B) any Treasury Securities delivered in exchange for any Senior Notes (orDebentures or Treasury Consideration, if as applicable, the Applicable Ownership Interest in the accordance with Section 4.1 hereof, and (C) any Debentures or Treasury Portfolio) and any Senior Notes (orConsideration, if as applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, Securities in accordance with Article 4 Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; ;
(ii) in payments made by Holders pursuant to Section 4.4; (iii) in the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; ;
(iviii) in the Redemption Treasury Portfolio purchased on behalf of the Holders of Corporate Normal Units by the Collateral Agent upon the occurrence of a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption as provided in Article 6, or otherwise, and Section 6.3; and
(viv) all Proceeds of the foregoing, including without limitation all Proceeds received under Section 4.6 foregoing (all of the foregoing, collectively, the "Collateral"). .
(b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the SecuritiesUnits, shall cause the Senior Notes Debentures comprising a part of the Corporate Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes shall be Transferred by physically delivering such Senior Notes .
(c) The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Debentures (or the Debentures that are delivered pursuant to Section 6.2 hereof), Treasury Consideration or Treasury Securities subject to the Securities Intermediary indorsed in blank (Pledge, excluding any Debentures, Treasury Consideration or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Senior Notes such that security entitlements with respect to such Senior Notes are credited to the Collateral Account. In the event a Holder of Corporate Units so elects, such Holder may Transfer Treasury Securities to released from the Collateral Agent for the benefit of the Company Pledge as provided in Sections 4.1, 4.2 and 6.3 hereof are hereinafter referred to as "Pledged Debentures," "Pledged Treasury Consideration" or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 4.1 hereof in exchange for 2.2 hereof, the release by the Collateral Agent on behalf Holders from time to time shall have full beneficial ownership of the Company of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such HolderCollateral. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account.
(b) For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities subject to the Pledge, excluding any Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities released from the Pledge as provided in Article 4 hereof, are hereinafter referred to as "Pledged Senior Notes" (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Senior Notes Debentures or any other securities held in physical form in its name. Except as may be required in order to release Senior Notes in connection with a Tax Event Redemption or with a Holder's election to convert its investment from a Corporate Unit to a Treasury Unit, or except as otherwise required to release Senior Notes as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Senior Note prior to the termination of this Agreement, except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Senior Notes evidenced thereby from the Pledge, the Securities Intermediary shall use commercially reasonable efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes remaining subject to the Pledge hereunder registered to it or indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Samples: Pledge Agreement (Solectron Corp)
The Pledge. (a) The Holders from time to time as ----------- beneficial owners of the Collateral (as defined below), ) acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as nominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders (i) in the Senior Notes constituting a part of the Corporate Units, Securities and any Treasury Securities delivered in exchange for any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) and ), any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, in accordance with Article 4 IV hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (ii) in payments made by Holders pursuant to Section 4.4; (iii) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (iv) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units by the Collateral Agent upon the occurrence of a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Subsequent Remarketing or a Tax Event Redemption as provided in Article 6VI, or otherwise, and (v) all Proceeds of the foregoing, including without limitation all Proceeds received under Section 4.6 foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Senior all Notes comprising a part of the Corporate Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes shall be Transferred by physically delivering such Senior Notes to the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Senior Notes such that security entitlements with respect to such Senior Notes are created in and credited to the Collateral Account. In the event a Holder of Corporate Units so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (Ai) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferredtransferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Subsequent Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (Ai) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account.
(b) For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities subject to the Pledge, excluding any Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities released from the Pledge as provided in Article 4 IV hereof, are hereinafter referred to as "Pledged Senior Notes" (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Senior Notes or any other securities held in physical form in its name. Except as may be required in order to release Senior Notes in connection with a Tax Event Redemption or with a Holder's election to convert its investment from a Corporate Unit to a Treasury Unit, or except as otherwise required to release Senior Notes as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Senior Note prior to the termination of this Agreement, except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Senior Notes evidenced thereby from the Pledge, the Securities Intermediary shall use commercially reasonable its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes remaining subject to the Pledge hereunder registered to it or indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Samples: Pledge Agreement (Sprint Corp)
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below), ) acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as nominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, for the benefit of the CompanyCompany to secure the prompt and complete payment and performance when due (whether at stated settlement, early settlement, by acceleration or otherwise) of the obligations of the Holders under the Purchase Contracts, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a continuing first priority security interest in all and lien upon and right of the set off against such Holder's right, title and interest of the Purchase Contract Agent and such Holders in:
(i) (A) the Notes, any Applicable Ownership Interest in the Senior Notes Treasury Portfolio and Treasury Securities constituting a part of the Corporate Units, (B) any Treasury Securities delivered in exchange for any Senior Notes (or, if applicable, the or any Applicable Ownership Interest in the Treasury Portfolio) and any Senior Notes (or, if as applicable, the in accordance with Section 4.1 hereof, and (C) any Notes or any Applicable Ownership Interest in the Treasury Portfolio) , as applicable, delivered in exchange for any Treasury Securities, Securities in accordance with Article 4 Section 4.2 hereof, in each case case, that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; ;
(ii) in payments made by Holders pursuant to Section 4.4; 4.4 hereof;
(iii) in the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all Security Entitlements security entitlements related thereto; and
(iv) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units by the Collateral Agent upon the occurrence of a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption as provided in Article 6, or otherwise, and (v) all Proceeds of the foregoing, including without limitation all Proceeds received under Section 4.6 foregoing (all of the foregoing, collectively, the "Collateral"). .
(b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the SecuritiesUnits, shall cause the Senior Notes comprising a part of the Corporate Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes The Collateral Agent shall be Transferred by physically delivering such Senior Notes to have all of the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) rights, remedies and causing the Securities Intermediary to credit the Collateral Account with such Senior Notes such that security entitlements recourses with respect to such Senior Notes are credited to the Collateral Account. In afforded a secured party by the event a Holder of Corporate Units so electsCode, such Holder may Transfer Treasury Securities in addition to, and not in limitation of, the other rights, remedies and recourses afforded to the Collateral Agent for by this Agreement.
(c) Subsequent to the benefit date of initial issuance of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury PortfolioUnits, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf shall file or cause to be filed a financing statement prepared by the Company in the State of such Holder. In the event that a Holder of Treasury Units so electsNew York, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interest Office of the Treasury Portfolio to Secretary of State and any other jurisdictions which the Collateral Agent Company deems necessary. The Purchase Contract Agent, as attorney-in-fact for the benefit of the Company Holders as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicabledebtors, shall be Transferred to sign a financing statement describing the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral AccountCollateral.
(bd) For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes (oror the Notes that are delivered pursuant to Section 6.2 hereof), if applicable, the any Applicable Ownership Interest in the Treasury Portfolio) Portfolio or Treasury Securities subject to the Pledge, excluding any Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes (orNotes, if applicable, the any Applicable Ownership Interest in the Treasury Portfolio) Portfolio or any Treasury Securities released from the Pledge as provided in Article 4 Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as "Pledged Senior Notes," (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") " or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister re-register in its name the Senior Notes or any other securities held in physical form in its name. form.
(e) Except as may be required in order to release Senior Pledged Notes or Pledged Applicable Ownership Interest in the Treasury Portfolio, as applicable, in connection with a Tax Event Redemption or with a Holder's election to convert its investment from a Corporate Normal Unit to a Treasury Stripped Unit, or except as otherwise required to release Senior Pledged Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Senior Note prior to the termination of this Agreement, except Senior provided, however, that if the Notes are issued in whole or in part in the form of global Notes, such Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Senior Pledged Notes evidenced thereby from the Pledge, the Securities Intermediary Company or the Purchase Contract Agent shall use commercially reasonable its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes remaining subject to the Pledge hereunder registered to it the Securities Intermediary or indorsed endorsed in blank (or accompanied by a stock or bond power indorsed endorsed in blank) within fifteen calendar days of the date it the Securities Intermediary relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.
(f) Notwithstanding anything contained herein to the contrary, for avoidance of doubt, the Cash payments at the rate of 6.25% per year of the Principal Amount of the Notes that are a part of Normal Units to Holders of Normal Units shall not be subject to the Pledge and therefore are not part of the Collateral.
Appears in 1 contract
Samples: Pledge Agreement (Toys R Us Inc)
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below), acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as nominal owner of the Collateralsuch attorney-in-fact, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders (ia) in the Senior Notes constituting a part of the Corporate UnitsSecurities, and any Treasury Securities delivered in exchange for any Senior Notes (or, if applicable, the Applicable Ownership Interest Portfolio Interests) in the Treasury Portfolio) accordance with Section 4.1 hereof, and any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolioany Portfolio Interests) delivered in exchange for any Treasury Securities, in accordance with Article 4 Section 4.2 hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (iib) in payments made by Holders pursuant to Section 4.4; (iiic) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (ivd) in the Portfolio Interests and the Treasury Portfolio purchased on behalf of the Holders of Corporate Units Income PRIDES by the Collateral Agent upon the occurrence of a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption as provided in Article 6VI, or otherwise, ; and (ve) all Proceeds of the foregoing, including without limitation all Proceeds received under Section 4.6 foregoing (all of the foregoing, collectively, the "“Collateral"”). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Senior Notes comprising a part of the Corporate Units Income PRIDES to be Transferred to the Collateral Agent for the benefit of the Company. Such Without limiting and in furtherance of the foregoing, on such date, the Purchase Contract Agent on behalf of the Holders, and as their attorney-in-fact, shall Transfer the Senior Notes Note (as defined in the Indenture) indorsed in blank or together with such powers indorsed in blank as the Collateral Agent or the Company may request to the Collateral Agent, which Transfer shall constitute delivery (as defined in Section 8-301 of the Code) of the Senior Notes. On any date on which the Senior Note (or any other security certificate (as defined in Section 8-102(a)(16) of the Code) evidencing all or a portion or the Pledged Senior Notes) shall be Transferred by physically delivering such to a clearing corporation (as defined in Section 8-102(a)(5) of the Code) (as contemplated in Section 2.3 of the Second Supplemental Indenture) the Purchase Contract Agent on behalf of the Holders, and as their attorney-in-fact, shall Transfer the Senior Notes, or cause the Senior Notes to be Transferred, to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary book-entry transfer to credit the Collateral Account in accordance with such Senior Notes such that security entitlements with respect to such Senior Notes are credited to applicable law including, without limitation, the Collateral AccountTRADES Regulations. In the event a Holder of Corporate Units Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company to the Purchase Contract Agent of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury PortfolioPortfolio Interests, as the case may be, with an aggregate principal amount a Stated Amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of the Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) the case of the definition of such term) of the Treasury Portfolio Interests, equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holdertransferred. In the event that a Holder of Treasury Units Growth PRIDES so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio Interests to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company to the Purchase Contract Agent of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio Interests, so transferred to the Purchase Contract Agent on behalf of such Holder. Such Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury PortfolioPortfolio Interests, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, such Portfolio Interests has been credited to the Collateral Account.
(b) . For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "“Pledge" ” and the Senior Notes (or, if applicableNotes, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities and the Portfolio Interests subject to the Pledge, excluding any Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes (or6.4 hereof, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities or Portfolio Interests released from the Pledge as provided in Article 4 Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as "the “Pledged Senior Notes" (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") or the ",” “Pledged Treasury Securities” and the “Pledged Portfolio Interests," ” respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Senior Notes or any other securities Securities held in physical form in its name. Except as may be required in order to release Senior Notes in connection with a Tax Event Redemption or with a Holder's ’s election to convert its investment from a Corporate Unit an Income PRIDES to a Treasury UnitGrowth PRIDES, or except as otherwise required to release Senior Notes Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any security certificate evidencing a Senior Note prior to the termination of this Agreement, Agreement except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a security certificate in order to release a portion of the Pledged Senior Notes evidenced thereby from the Pledge, the Securities Intermediary shall use commercially reasonable its best efforts to obtain physical possession of a replacement security certificate evidencing any Senior Notes remaining subject to the Pledge hereunder registered to it or indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's ’s failure to obtain possession of any such replacement certificate as required hereby. Notwithstanding the foregoing, the parties hereto, and the Holders of Securities by reason of their acquisition of the Securities, agree, for United Stated federal income tax purposes, to treat each Holder of Securities as the owner of that portion of the Collateral which relates to the Securities beneficially owned by such Holder.
Appears in 1 contract
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below), acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as nominal owner of the Collateralsuch attorney-in-fact, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders (a) in (i) in the Senior Notes Capital Securities, Treasury Consideration and Treasury Securities constituting a part of the Corporate UnitsSecurities, (ii) any Treasury Securities delivered in exchange for any Senior Notes (orCapital Securities or Treasury Consideration, if as applicable, the Applicable Ownership Interest in the accordance with Section 4.1 hereof, and (iii) any Capital Securities or Treasury Portfolio) and any Senior Notes (orConsideration, if as applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, Securities in accordance with Article 4 Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (ii) in payments made by Holders pursuant to Section 4.4; (iiib) in the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; (ivc) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units by any Debentures delivered to the Collateral Agent upon the occurrence of a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption liquidation of the Trust as provided in Article 6, or otherwise, Section 6.2; and (vd) all Proceeds of the foregoing, including without limitation all Proceeds received under Section 4.6 foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Senior Notes Capital Securities comprising a part of the Corporate Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes Capital Securities shall be Transferred by physically delivering such Senior Notes securities to the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Senior Notes such that security entitlements with respect to such Senior Notes are credited to the Collateral Account. In the event a Holder of Corporate Units so elects, such Holder may Transfer Treasury Securities to securities and sending the Collateral Agent for the benefit a confirmation of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition deposit of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holdersecurities. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury PortfolioConsideration, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account.
(b) For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities subject to the Pledge, excluding any Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities released from the Pledge as provided in Article 4 hereof, are hereinafter referred to as "Pledged Senior Notes" (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Senior Notes or any other securities held in physical form in its name. Except as may be required in order to release Senior Notes in connection with a Tax Event Redemption or with a Holder's election to convert its investment from a Corporate Unit to a Treasury Unit, or except as otherwise required to release Senior Notes as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Senior Note prior to the termination of this Agreement, except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Senior Notes evidenced thereby from the Pledge, the Securities Intermediary shall use commercially reasonable efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes remaining subject to the Pledge hereunder registered to it or indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.as
Appears in 1 contract
Samples: Pledge Agreement (Metlife Inc)
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below), acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as nominal owner of the Collateralsuch attorney-in-fact, each hereby pledge and grant to the Collateral Agent, for the benefit of the CompanyTECO, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders (a) in (i) in the Senior Notes Trust Preferred Securities, Treasury Consideration and Treasury Securities constituting a part of the Corporate Units, (ii) any Treasury Securities delivered in exchange for any Senior Notes (orTrust Preferred Securities or Treasury Consideration, if as applicable, the Applicable Ownership Interest in the accordance with Section 4.1 hereof, and (iii) any Trust Preferred Securities or Treasury Portfolio) and any Senior Notes (orConsideration, if as applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, Securities in accordance with Article 4 Section 4.2 hereof, in each case case, that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (ii) in payments made by Holders pursuant to Section 4.4; (iiib) in the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; (ivc) in any LLC Preferred Securities delivered to the Treasury Portfolio purchased on behalf Collateral Agent upon the winding up, liquidation or termination of the Holders of Corporate Units by Trust as provided in Section 6.2; (d) in any Notes delivered to the Collateral Agent upon the occurrence of a Successful Initial Remarketingwinding up, Successful Second Remarketing liquidation or Successful Third Remarketing or a Tax Event Redemption termination of the Trust as provided in Article 6, or otherwise, Section 6.2; and (ve) all Proceeds of the foregoing, including without limitation all Proceeds received under Section 4.6 foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the SecuritiesUnits, shall cause the Senior Notes Trust Preferred Securities comprising a part of the Corporate Normal Units to be Transferred to the Collateral Agent for the benefit of the CompanyTECO. Such Senior Notes Trust Preferred Securities shall be Transferred by physically delivering the global certificate representing such Senior Notes securities to the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Senior Notes such that security entitlements with respect to such Senior Notes are credited to the Collateral Account. In the event a Holder of Corporate Units so elects, such Holder may Transfer Treasury Securities to securities and sending the Collateral Agent for the benefit a confirmation of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition deposit of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holdersecurities. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury PortfolioConsideration, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury PortfolioConsideration, has been credited to the Collateral Account.
(b) . For purposes of perfecting the Pledge pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company TECO as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Trust Preferred Securities (or any LLC Preferred Securities or any Notes (orthat are delivered pursuant to Section 6.2), if applicable, the Applicable Ownership Interest in the Treasury Portfolio) Consideration or Treasury Securities subject to the Pledge, excluding any Senior Trust Preferred Securities (or any LLC Preferred Securities or the Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes (or6.2), if applicable, the Applicable Ownership Interest in the Treasury Portfolio) Consideration or Treasury Securities released from the Pledge as provided in Article 4 hereofSections 4.1 and 4.2, respectively, are hereinafter referred to as "Pledged Senior NotesTrust Preferred Securities," (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") Consideration" or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof2.2, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the CompanyTECO, the Securities Intermediary shall have the right to reregister the Senior Notes Trust Preferred Securities or any other securities held in physical form in its name. Except as may be required in order to release Senior Notes Trust Preferred Securities or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder's election to convert its investment from a Corporate Normal Unit to a Treasury Stripped Unit, or except as otherwise required to release Senior Notes Trust Preferred Securities as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Senior Note Trust Preferred Security prior to the termination of this Agreement, except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Senior Notes Trust Preferred Securities evidenced thereby from the Pledge, the Securities Intermediary shall use commercially reasonable its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes Trust Preferred Securities remaining subject to the Pledge hereunder registered to it or indorsed endorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company TECO and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Samples: Pledge Agreement (Teco Energy Inc)
The Pledge. (a) The Holders from time to time as ---------- beneficial owners of the Collateral (as defined below), ) acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as nominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders (ia) in the Senior Notes constituting a part of the Corporate Units, Units and any Treasury Securities delivered in exchange for any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) and ), any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, in accordance with Article 4 IV hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (iib) in payments made by Holders pursuant to Section 4.4; (iiic) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (ivd) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units by the Collateral Agent upon the occurrence of a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption as provided in Article 6VI, or otherwise, and (ve) all Proceeds of the foregoing, including without limitation all Proceeds received under Section 4.6 foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Senior Notes comprising a part of the Corporate Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes shall be Transferred by physically delivering such Senior Notes to the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Senior Notes such that security entitlements with respect to such Senior Notes are credited to the Collateral Account. In the event a Holder of Corporate Units so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account.
(b) For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities subject to the Pledge, excluding any Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities released from the Pledge as provided in Article 4 IV hereof, are hereinafter referred to as "Pledged Senior Notes" (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Senior Notes or any other securities held in physical form in its name. Except as may be required in order to release Senior Notes in connection with a Tax Event Redemption or with a Holder's election to convert its investment from a Corporate Unit to a Treasury Unit, or except as otherwise required to release Senior Notes as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Senior Note prior to the termination of this Agreement, except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Senior Notes evidenced thereby from the Pledge, the Securities Intermediary shall use commercially reasonable its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes remaining subject to the Pledge hereunder registered to it or indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Samples: Pledge Agreement (Duke Energy Corp)
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below), acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as nominal owner of the Collateralsuch attorney-in-fact, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(i) in (A) the Senior Notes Notes, Treasury Consideration or Treasury Securities constituting a part of the Corporate Units, (B) any Treasury Securities delivered in exchange for any Senior Notes (oror Treasury Consideration, if as applicable, the Applicable Ownership Interest in the accordance with Section 4.1 hereof, and (C) any Notes or Treasury Portfolio) and any Senior Notes (orConsideration, if as applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, Securities in accordance with Article 4 Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; ;
(ii) in payments made by Holders pursuant to Section 4.4; (iii) in the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; ;
(iv) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units by the Collateral Agent upon the occurrence of a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption as provided in Article 6, or otherwise, and (viii) all Proceeds of the foregoing, including without limitation ; and
(iv) all Proceeds received powers and rights now owned or hereafter acquired under Section 4.6 or with respect to any of the foregoing (all of the foregoing, collectively, the "Collateral"). .
(b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the SecuritiesUnits, shall cause the Senior Notes comprising a part of the Corporate Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior .
(c) The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Notes shall be Transferred by physically delivering such Senior (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration and Treasury Securities subject to the Securities Intermediary indorsed in blank (Pledge, excluding any Notes, Treasury Consideration or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Senior Notes such that security entitlements with respect to such Senior Notes are credited to the Collateral Account. In the event a Holder of Corporate Units so elects, such Holder may Transfer Treasury Securities to released from the Collateral Agent for the benefit of the Company Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as "Pledged Notes," "Pledged Treasury Consideration" and "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 4.1 hereof in exchange for 2.2 hereof, the release by the Collateral Agent on behalf Holders from time to time shall have full beneficial ownership of the Company of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such HolderCollateral. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account.
(b) For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities subject to the Pledge, excluding any Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities released from the Pledge as provided in Article 4 hereof, are hereinafter referred to as "Pledged Senior Notes" (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Senior Notes or any other securities held in physical form in its name. .
(d) Except as may be required in order to release Senior Notes or Treasury Consideration, as applicable, in connection with a Tax Special Event Redemption or with a Holder's election to convert its investment from a Corporate Normal Unit to a Treasury Stripped Unit, or except as otherwise required to release Senior Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Senior Note Notes, Treasury Securities or Treasury Consideration, as applicable, prior to the termination of this Agreement, except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Senior Notes evidenced thereby from the Pledge, the Securities Intermediary shall use commercially reasonable its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes remaining subject to the Pledge hereunder registered to it or indorsed endorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure its inability to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below), ) acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as nominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders (i) in the Senior Notes constituting a part of the Corporate Units, Securities and any Treasury Securities delivered in exchange for any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) and ), any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, in accordance with Article 4 IV hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (ii) in payments made by Holders pursuant to Section 4.4; (iii) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (iv) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units by the Collateral Agent upon the occurrence of a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Subsequent Remarketing or a Tax Event Redemption as provided in Article 6VI, or otherwise, and (v) all Proceeds of the foregoing, including without limitation all Proceeds received under Section 4.6 foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Senior all Notes comprising a part of the Corporate Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes shall be Transferred by physically delivering such Senior Notes to the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Senior Notes such that security entitlements with respect to such Senior Notes are created in and credited to the Collateral Account. In the event a Holder of Corporate Units so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (Ai) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferredtransferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Subsequent Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (Ai) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account.
(b) For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities subject to the Pledge, excluding any Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities released from the Pledge as provided in Article 4 IV hereof, are hereinafter referred to as "Pledged Senior Notes" (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Senior Notes or any other securities held in physical form in its name. Except as may be required in order to release Senior Notes in connection with a Tax Event Redemption or with a Holder's election to convert its investment from a Corporate Unit to a Treasury Unit, or except as otherwise required to release Senior Notes as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Senior Note prior to the termination of this Agreement, except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Senior Notes evidenced thereby from the Pledge, the Securities Intermediary shall use commercially reasonable efforts not relinquish such physical possession unless it shall first be satisfied that it will be able to obtain physical possession of a replacement certificate evidencing any Senior Notes remaining subject to the Pledge hereunder registered to it or indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Samples: Pledge Agreement (Sprint Corp)
The Pledge. (a) The Holders from time to time as ---------- beneficial owners of the Collateral (as defined below), ) acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as nominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders (ia) in the Senior Notes constituting a part of the Corporate Units, Units and any Treasury Securities delivered in exchange for any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) and ), any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, in accordance with Article 4 IV hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (iib) in payments made by Holders pursuant to Section 4.4; (iiic) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (ivd) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units by the Collateral Agent upon the occurrence of a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption as provided in Article 6VI, or otherwise, and (ve) all Proceeds of the foregoing, including without limitation all Proceeds received under Section 4.6 foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Senior Notes comprising a part of the Corporate Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes shall be Transferred by physically delivering such Senior Notes to the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Senior Notes such that security entitlements with respect to such Senior Notes are credited to the Collateral Account. In the event a Holder of Corporate Units so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account.
(b) For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities subject to the "Pledge", excluding any Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities released from the Pledge as provided in Article 4 IV hereof, are hereinafter referred to as "Pledged Senior Notes" (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Senior Notes or any other securities held in physical form in its name. Except as may be required in order to release Senior Notes in connection with a Tax Event Redemption or with a Holder's election to convert its investment from a Corporate Unit to a Treasury Unit, or except as otherwise required to release Senior Notes as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Senior Note prior to the termination of this Agreement, except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Senior Notes evidenced thereby from the Pledge, the Securities Intermediary shall use commercially reasonable its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes remaining subject to the Pledge hereunder registered to it or indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Samples: Pledge Agreement (Duke Energy Corp)
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below), acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as nominal owner of the Collateralsuch attorney-in-fact, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders (ia) in the Senior Notes Capital Securities and Treasury Securities constituting a part of the Corporate Units, Securities and any Treasury Securities delivered in exchange for any Senior Notes (orCapital Securities, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) and any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) Capital Securities delivered in exchange for any Treasury Securities, in accordance with Article Section 4 hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (iib) in payments made by Holders pursuant to Section 4.4; (iiic) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (ivd) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units Income PRIDES by the Collateral Agent upon the occurrence of a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption as provided in Article 6, or otherwise, Section 6.2 and (vf) all Proceeds of the foregoing, including without limitation all Proceeds received under Section 4.6 foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Senior Notes Capital Securities comprising a part of the Corporate Units Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes Capital Securities shall be Transferred by physically delivering such Senior Notes Securities to the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Senior Notes such that security entitlements with respect to such Senior Notes are credited to the Collateral Account. In the event a Holder of Corporate Units so elects, such Holder may Transfer Treasury Securities to and sending the Collateral Agent for the benefit a confirmation of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition deposit of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such HolderSecurities. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account.
(b) For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities subject to the Pledge, excluding any Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities released from the Pledge as provided in Article 4 hereof, are hereinafter referred to as "Pledged Senior Notes" (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Senior Notes or any other securities held in physical form in its name. Except as may be required in order to release Senior Notes in connection with a Tax Event Redemption or with a Holder's election to convert its investment from a Corporate Unit to a Treasury Unit, or except as otherwise required to release Senior Notes as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Senior Note prior to the termination of this Agreement, except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Senior Notes evidenced thereby from the Pledge, the Securities Intermediary shall use commercially reasonable efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes remaining subject to the Pledge hereunder registered to it or indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.the
Appears in 1 contract
Samples: Pledge Agreement (KBHC Financing I)
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below), ) acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as nominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due (whether at stated settlement date or earlier settlement date) by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders (ia) in the Senior Notes constituting a part of the Corporate UnitsSecurities, any Treasury Securities delivered in exchange for any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) ), and any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, in accordance with Article 4 IV hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (iib) in payments made by Holders pursuant to Section 4.44.4 hereof; (iiic) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (ivd) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units Income PRIDES by the Collateral Agent upon the occurrence of a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption as provided in Article 6VI, or otherwise, and (ve) all Proceeds of the foregoing, including without limitation all Proceeds received under Section 4.6 foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Senior Notes comprising a part of the Corporate Units Income PRIDES to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes shall be Transferred by physically delivering such Senior Notes to the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Senior Notes such that security entitlements with respect to such Senior Notes are credited to the Collateral Account. In the event a Holder of Corporate Units Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Treasury Units Growth PRIDES so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account.
(b) For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities subject to the Pledge, excluding any Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities released from the Pledge as provided in Article 4 IV hereof, are hereinafter referred to as "Pledged Senior Notes" (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Senior Notes or any other securities held in physical form in its name. Except as may be required in order to release Senior Notes in connection with a Tax Event Redemption or with a Holder's election to convert its investment from a Corporate Unit an Income PRIDES to a Treasury UnitGrowth PRIDES, or except as otherwise required to release Senior Notes as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Senior Note prior to the termination of this Agreement, except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Senior Notes evidenced thereby from the Pledge, the Securities Intermediary Collateral Agent shall use commercially reasonable efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes remaining subject to the Pledge hereunder registered to it or indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary Collateral Agent shall promptly notify the Company and of the Collateral Agent of the Securities IntermediaryAgent's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below), ) acting through the Forward Purchase Contract Agent, as their attorney-in-fact, and the Forward Purchase Contract Agent, as nominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Forward Purchase Contracts, a security interest in all of the right, title and interest of the Forward Purchase Contract Agent and such Holders (ia) in the Senior Notes constituting a part of the Corporate Units, Securities and any Treasury Securities delivered in exchange for any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) and ), any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, in accordance with Article 4 IV hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (iib) in payments made by Holders pursuant to Section 4.4; (iiic) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (ivd) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units Upper DECS by the Collateral Agent upon the occurrence of a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption as provided in Article 6VI, or otherwise, and (ve) all Proceeds of the foregoing, including without limitation all Proceeds received under Section 4.6 foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Forward Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Senior Notes comprising a part of the Corporate Units Upper DECS to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes shall be Transferred by physically delivering such Senior Notes to the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Senior Notes such that security entitlements with respect to such Senior Notes are credited to the Collateral Account. In the event a Holder of Corporate Units Upper DECS so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption has occurred, to the Forward Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Treasury Units Stripped DECS so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Forward Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account.
(b) For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities subject to the Pledge, excluding any Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities released from the Pledge as provided in Article 4 IV hereof, are hereinafter referred to as "Pledged Senior Notes" (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Senior Notes or any other securities held in physical form in its name. Except as may be required in order to release Senior Notes in connection with a Tax Event Redemption or with a Holder's election to convert its investment from a Corporate Unit an Upper DECS to a Treasury UnitStripped DECS, or except as otherwise required to release Senior Notes as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Senior Note prior to the termination of this Agreement, except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Senior Notes evidenced thereby from the Pledge, the Securities Intermediary shall use commercially reasonable efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes remaining subject to the Pledge hereunder registered to it or indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Samples: Pledge Agreement (Cendant Corp)
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below), acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as nominal owner of the Collateral, each fact hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the payment and performance when due by such Holders of their respective obligations to the Company under the related Purchase Contracts, a security interest in in, and right of set-off against, all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(i) in the Senior Notes constituting a part of the Corporate Units that have not been released by the Collateral Agent, other than a release to the Remarketing Agent in connection with a remarketing under Section 4.5 hereof, to such Holders under the provisions of this Agreeement;
(A) the Treasury Consideration or Treasury Securities constituting a part of the Units, (B) any Treasury Securities delivered in exchange for any Senior Notes (oror Treasury Consideration, if as applicable, the Applicable Ownership Interest in the accordance with Section 4.1 hereof, and (C) any Notes or Treasury Portfolio) and any Senior Notes (orConsideration, if as applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, Securities in accordance with Article 4 Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent, other than a release to the Remarketing Agent in connection with a remarketing under Section 4.5 hereof, to such Holders under the provisions of this Agreement; (ii) in payments made by Holders pursuant to Section 4.4; ;
(iii) in the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; ;
(iv) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units by the Collateral Agent upon the occurrence of a Successful Initial RemarketingSpecial Event Redemption, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption as provided in Article 6, or otherwise, and the Treasury Portfolio Transferred to the Collateral Account;
(v) all Proceeds of the foregoing, including without limitation ; and
(vi) all Proceeds received powers and rights now owned or hereafter acquired under Section 4.6 or with respect to any of the foregoing (all of the foregoing, collectively, the "CollateralCOLLATERAL"). .
(b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the SecuritiesUnits, shall cause the Senior Notes comprising a part of the Corporate Units Normal Units, which will be subject to the Pledge set forth in this Section 2.1, to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior .
(c) The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Notes shall be Transferred by physically delivering such Senior (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration and Treasury Securities subject to the Securities Intermediary indorsed in blank (Pledge, excluding any Notes, Treasury Consideration or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Senior Notes such that security entitlements with respect to such Senior Notes are credited to the Collateral Account. In the event a Holder of Corporate Units so elects, such Holder may Transfer Treasury Securities to released from the Collateral Agent for the benefit of the Company Pledge as provided in Sections 4.1, 4.2 and 4.3 hereof, respectively, are hereinafter referred to as "Pledged Notes," "Pledged Treasury Consideration" and "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 4.1 hereof in exchange for 2.2 hereof, the release by the Collateral Agent on behalf Holders from time to time shall have full beneficial ownership of the Company of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such HolderCollateral. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account.
(b) For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities subject to the Pledge, excluding any Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities released from the Pledge as provided in Article 4 hereof, are hereinafter referred to as "Pledged Senior Notes" (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister in its name the Senior Notes or any other securities held in physical form in its name. form.
(d) Except as may be required in order to release Senior Notes or Treasury Consideration, as applicable, in connection with a Tax Special Event Redemption or with a Holder's election to convert its investment from a Corporate Normal Unit to a Stripped Unit, or except as may be required in order to release Treasury Securities in connection with a Holder's election to convert its investment from a Stripped Unit to a Normal Unit, or except as otherwise required to release Senior Notes Notes, Treasury Consideration or Treasury Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary Agent, shall not relinquish physical possession of any certificate evidencing a Senior Note Notes, Treasury Securities or Treasury Consideration, as applicable, prior to the termination of this Agreement, except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Senior Notes evidenced thereby from the Pledge, the Company shall use its commercially reasonable best efforts to arrange for the Securities Intermediary shall use commercially reasonable efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes remaining subject to the Pledge hereunder registered to it the Securities Intermediary or indorsed endorsed in blank (or accompanied by a stock or bond power indorsed endorsed in blank) within fifteen calendar days of the date it the Securities Intermediary relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure its inability to obtain possession of any such replacement certificate as required hereby.
(e) Notwithstanding anything contained herein to the contrary, for avoidance of doubt, (i) the cash payments at the rate of 2.53% per year of the Stated Amount of the Notes and (ii) after a Special Event Redemption, the quarterly payments with respect to the Treasury Consideration (as specified in clause (B) of the definition of Treasury Consideration) that are a part of the Normal Units to Holders of Normal Units shall not be subject to the Pledge and therefore are not part of the Collateral.
Appears in 1 contract
Samples: Pledge Agreement (Xl Capital LTD)
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below), acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as nominal owner of the Collateralsuch attorney-in-fact, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(i) (A) the Notes, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Senior Notes Treasury Portfolio constituting a part of the Corporate Units, (B) any Treasury Securities delivered in exchange for any Senior Notes (orNotes, if applicable, the Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio) and any Senior Notes (or, if as applicable, the in accordance with Section 4.1 hereof, and (C) any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio) , as applicable, delivered in exchange for any Treasury Securities, Securities in accordance with Article 4 Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; ;
(ii) in payments made by Holders pursuant to Section 4.4; (iii) in the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; (iv) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units by the Collateral Agent upon the occurrence of a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption as provided in Article 6, or otherwise, and (v) all Proceeds of the foregoing, including without limitation all Proceeds received under Section 4.6 (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Senior Notes comprising a part of the Corporate Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes shall be Transferred by physically delivering such Senior Notes to the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Senior Notes such that security entitlements with respect to such Senior Notes are credited to the Collateral Account. In the event a Holder of Corporate Units so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account.
(b) For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities subject to the Pledge, excluding any Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities released from the Pledge as provided in Article 4 hereof, are hereinafter referred to as "Pledged Senior Notes" (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Senior Notes or any other securities held in physical form in its name. Except as may be required in order to release Senior Notes in connection with a Tax Event Redemption or with a Holder's election to convert its investment from a Corporate Unit to a Treasury Unit, or except as otherwise required to release Senior Notes as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Senior Note prior to the termination of this Agreement, except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Senior Notes evidenced thereby from the Pledge, the Securities Intermediary shall use commercially reasonable efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes remaining subject to the Pledge hereunder registered to it or indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.and
Appears in 1 contract
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below), ) acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as nominal owner of the CollateralCollateral (as defined below), each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders (ia) in the Senior Notes Capital Securities and Treasury Securities constituting a part of the Corporate Units, Securities and any Treasury Securities delivered in exchange for any Senior Notes Capital Securities (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) ), and any Senior Notes Capital Securities (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, in accordance with Article Section 4 hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (iib) in payments made by Holders pursuant to Section 4.4; (iiic) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (ivd) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units Income PRIDES by the Collateral Agent upon the occurrence of a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption as provided in Article 6, or otherwise, Section 6.2 and (vf) all Proceeds of the foregoing, including without limitation all Proceeds received under Section 4.6 foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Senior Notes comprising a part of the Corporate Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes shall be Transferred by physically delivering such Senior Notes to the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Senior Notes such that security entitlements with respect to such Senior Notes are credited to the Collateral Account. In the event a Holder of Corporate Units so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account.
(b) For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities subject to the Pledge, excluding any Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities released from the Pledge as provided in Article 4 hereof, are hereinafter referred to as "Pledged Senior Notes" (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Senior Notes or any other securities held in physical form in its name. Except as may be required in order to release Senior Notes in connection with a Tax Event Redemption or with a Holder's election to convert its investment from a Corporate Unit to a Treasury Unit, or except as otherwise required to release Senior Notes as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Senior Note prior to the termination of this Agreement, except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Senior Notes evidenced thereby from the Pledge, the Securities Intermediary shall use commercially reasonable efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes remaining subject to the Pledge hereunder registered to it or indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.Col-
Appears in 1 contract
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below), acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as nominal owner of the Collateralsuch attorney-in-fact, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of such Holders and the Purchase Contract Agent and such Holders (ia) in the Senior Notes Debt Securities and Treasury Securities constituting a part of the Corporate Units, Securities and any Treasury Securities delivered in exchange for any Senior Notes (orDebt Securities, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) and any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) Debt Securities delivered in exchange for any Treasury Securities, in accordance with Article 4 IV hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such Holders or the Purchase Contract Agent under the provisions of this Agreement; (iib) in payments made by Holders pursuant to Section 4.44.4 hereof; (iiic) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (ivd) in the Applicable Ownership Interest in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units Income PRIDES by the Collateral Agent upon the occurrence of a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or (i) a Tax Event Redemption as provided in Article 6Section 6.2 hereof or (ii) a successful remarketing of the Debt Securities on a day other than the third Business Day immediately preceding August 16, or otherwise, 2006 and (ve) all Proceeds of the foregoing, including without limitation all Proceeds received under Section 4.6 foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Senior Notes Debt Securities comprising a part of the Corporate Units Income PRIDES to be Transferred to the Collateral Agent for the benefit of the Company, to secure the obligations of the Holders to purchase Common Stock pursuant to the Purchase Contracts. Such Senior Notes Debt Securities shall be Transferred by physically delivering such Senior Notes to the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Senior Notes such that security entitlements with respect to such Senior Notes are credited to the Collateral Account. In the event a Holder of Corporate Units so elects, such Holder may Transfer Treasury Debt Securities to the Collateral Agent for the benefit of the Company as provided endorsed in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holderblank. Treasury Securities and the appropriate Applicable Ownership Interest of the any Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, Portfolio has been credited to the Collateral Account.
(b) . For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes (orDebt Securities, if applicable, Treasury Securities or the Applicable Ownership Interest in the any Treasury Portfolio) or Treasury Securities Portfolio subject to the Pledge, excluding any Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) Debt Securities or Treasury Securities or interest in any Treasury Portfolio released from the Pledge as provided in Article 4 IV hereof, are hereinafter referred to as "Pledged Senior NotesDebt Securities," (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") or the "Pledged Treasury Securities," or "Pledged Applicable Ownership Interest in a Treasury Portfolio," respectively, and, collectively, the "Pledged Securities." Following the maturity of the Pledged Treasury Securities on July 15, 2006, the Holders of Growth PRIDES shall have such interests, rights and obligations, and the Collateral Agent shall have such security interests, rights and obligations, with respect to the cash proceeds paid upon maturity of such Pledged Treasury Securities as they had in respect of the Pledged Treasury Securities, as provided in II, III, IV, V and VI hereof, and any reference herein to the Pledged Treasury Securities shall be deemed to be a reference to such cash proceeds subject to the Pledge. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the The Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister have the Senior Notes Debt Securities or any other securities Securities held in physical form reregistered in its namename or in the name of its agent or the Securities Intermediary and credited to the Collateral Account. Except as may be required in order to release Senior Notes in connection with Debt Securities (or, if (i) a Tax Event Redemption or (ii) a successful remarketing of the Debt Securities on a day other than the third Business Day immediately preceding August 16, 2006, as the case may be, has occurred, the Applicable Ownership Interest in the appropriate Treasury Portfolio) or Treasury Securities in connection with a Holder's election to convert its investment from a Corporate Unit Income PRIDES to a Treasury UnitGrowth PRIDES, or from Growth PRIDES to Income PRIDES, as the case may be, or except as otherwise required to release Senior Notes Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Debt Securities (or, if (i) a Senior Note Tax Event Redemption or (ii) a successful remarketing of the Debt Securities on a day other than the third Business Day immediately preceding August 16, 2006, as the case may be, has occurred, the Applicable Ownership Interest in the appropriate Treasury Portfolio) or Treasury Securities prior to the termination of this Agreement, except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Senior Notes Debt Securities evidenced thereby from the Pledge, the Securities Intermediary Collateral Agent shall use commercially reasonable its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes Debt Securities remaining subject to the Pledge hereunder registered to it or indorsed endorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen ten days of the date it relinquished possession. The Securities Intermediary Collateral Agent shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's its failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below), acting through the Forward Purchase Contract Agent, as their attorney-in-fact, and the Forward Purchase Contract Agent, as nominal owner of the Collateralsuch attorney-in-fact, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Forward Purchase Contracts, a security interest in -4- all of the right, title and interest of the Forward Purchase Contract Agent and such Holders in:
(i) (A) the Notes, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Senior Notes Treasury Portfolio constituting a part of the Corporate UnitsDECS, (B) any Treasury Securities delivered in exchange for any Senior Notes (orNotes, if applicable, the Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio) and any Senior Notes (or, if as applicable, the in accordance with Section 4.1 hereof, and (C) any Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio) , as applicable, delivered in exchange for any Treasury Securities, Securities in accordance with Article 4 Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; ;
(ii) in payments made by Holders pursuant to Section 4.4; (iii) in the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and
(iv) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units by the Collateral Agent upon the occurrence of a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption as provided in Article 6, or otherwise, and (viii) all Proceeds of the foregoing, including without limitation all Proceeds received under Section 4.6 foregoing (all of the foregoing, collectively, the "Collateral"). .
(b) Prior to or concurrently with the execution and delivery of this Agreement, the Forward Purchase Contract Agent, on behalf of the initial Holders of the SecuritiesDECS, shall cause the Senior Notes comprising a part of the Corporate Units Upper DECS to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior .
(c) The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Notes shall be Transferred by physically delivering such Senior (or the Notes that are delivered pursuant to Section 4.2 hereof), Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Senior Notes such that security entitlements with respect to such Senior Notes are credited to the Collateral Account. In the event a Holder of Corporate Units so electsPledge, such Holder may Transfer excluding any Notes, Treasury Consideration, Treasury Securities to or Applicable Ownership Interest in the Collateral Agent for Treasury Portfolio released from the benefit of the Company Pledge as provided in Section Sections 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Senior Notes and 4.2 hereof, respectively, are herein referred to as "Pledged Notes," "Pledged Treasury Consideration," "Pledged Treasury Securities" or the appropriate "Pledged Applicable Ownership Interest of in the Treasury Portfolio, as the case may be, with an aggregate principal amount equal ," respectively. Subject to the aggregate principal amount Pledge and Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Treasury Securities so Transferred, in the case of Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such HolderCollateral. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account.
(b) For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities subject to the Pledge, excluding any Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities released from the Pledge as provided in Article 4 hereof, are hereinafter referred to as "Pledged Senior Notes" (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister in its name the Senior Notes or any other securities held in physical form in its name. form.
(d) Except as may be required in order to release Senior Notes or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder's election to convert its investment from a Corporate Unit an Upper DECS to a Treasury UnitStripped DECS, or except as otherwise required to release Senior Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Senior Note prior to the termination of this Agreement, except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Senior Notes evidenced thereby from the Pledge, the Company or the Forward Purchase Contract Agent shall use its commercially reasonable best efforts to arrange for the Securities Intermediary shall use commercially reasonable efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes remaining subject to the Pledge hereunder registered to it the Securities Intermediary or indorsed endorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it the Securities Intermediary relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below), ) acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as nominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders (ia) in the Senior Notes constituting a part of the Corporate Units, Units and any Treasury Securities delivered in exchange for any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) and ), any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, in accordance with Article 4 IV hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (iib) in payments made by Holders pursuant to Section 4.4; (iiic) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (ivd) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units by the Collateral Agent upon the occurrence of a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption as provided in Article 6VI, or otherwise, and (ve) all Proceeds of the foregoing, including without limitation all Proceeds received under Section 4.6 foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Senior Notes comprising a part of the Corporate Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes shall be Transferred by physically delivering such Senior Notes to the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Senior Notes such that security entitlements with respect to such Senior Notes are credited to the Collateral Account. In the event a Holder of Corporate Units so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account.
(b) For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities subject to the Pledge, excluding any Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities released from the Pledge as provided in Article 4 IV hereof, are hereinafter referred to as "Pledged Senior Notes" (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Senior Notes or any other securities held in physical form in its name. Except as may be required in order to release Senior Notes in connection with a Tax Event Redemption or with a Holder's election to convert its investment from a Corporate Unit to a Treasury Unit, or except as otherwise required to release Senior Notes as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Senior Note prior to the termination of this Agreement, except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Senior Notes evidenced thereby from the Pledge, the Securities Intermediary shall use commercially reasonable its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes remaining subject to the Pledge hereunder registered to it or indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Samples: Pledge Agreement (Duke Energy Corp)
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below), acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as nominal owner of the Collateralsuch attorney-in-fact, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders (ia) in the Senior Notes Capital Securities and Treasury Securities constituting a part of the Corporate Units, Securities and any Treasury Securities delivered in exchange for any Senior Notes (orCapital Securities, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) and any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) Capital Securities delivered in exchange for any Treasury Securities, in accordance with Article 4 Section 4.2 hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (iib) in payments made by Holders pursuant to Section 4.4; (iiic) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all Security Entitlements related thereto; (ivd) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units Income PRIDES by the Collateral Agent upon the occurrence of a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption as provided in Article 6, or otherwise, Section 6.2 and (vf) all Proceeds of the foregoing, including without limitation all Proceeds received under Section 4.6 foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Senior Notes Capital Securities comprising a part of the Corporate Units Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes Capital Securities shall be Transferred by physically delivering such Senior Notes Securities to the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Senior Notes such that security entitlements with respect to such Senior Notes are credited to Securities and sending the Collateral AccountAgent a confirmation of the deposit of such Securities. In the event a Holder of Corporate Units Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Senior Notes Capital Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal stated liquidation amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior NotesCapital Securities, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferredtransferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account.
(b) . For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes Capital Securities (or, if applicable, or the Applicable Ownership Interest in the Treasury PortfolioDebentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities subject to the Pledge, excluding any Senior Notes Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof or Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfoliohereof) or Treasury Securities released from the Pledge as provided in Article 4 Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as "Pledged Senior NotesCapital Securities" (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Senior Notes Capital Securities or any other securities Securities held in physical form in its name. Except as may be required in order to release Senior Notes Capital Securities in connection with a Tax Event Redemption or with a Holder's election to convert its investment from a Corporate Unit an Income PRIDES to a Treasury UnitGrowth PRIDES, or except as otherwise required to release Senior Notes Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Senior Note Capital Security prior to the termination of this Agreement, except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Senior Notes Capital Securities evidenced thereby from the Pledge, the Securities Intermediary shall use commercially reasonable its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes Capital Securities remaining subject to the Pledge hereunder registered to it or indorsed endorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below), acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as nominal owner of the Collateralsuch attorney-in-fact, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(i) in (A) the Senior Notes Debentures, TreasuryConsideration and Treasury Securities constituting a part of the Corporate Units, (B) any Treasury Securities delivered in exchange for any Senior Notes (orDebentures or Treasury Consideration, if as applicable, the Applicable Ownership Interest in the accordance with Section 4.1 hereof, and (C) any Debentures or Treasury Portfolio) and any Senior Notes (orConsideration, if as applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, Securities in accordance with Article 4 Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; ;
(ii) in payments made by Holders pursuant to Section 4.4; (iii) in the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and
(iv) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units by the Collateral Agent upon the occurrence of a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption as provided in Article 6, or otherwise, and (viii) all Proceeds of the foregoing, including without limitation all Proceeds received under Section 4.6 foregoing (all of the foregoing, collectively, the "Collateral"). .
(b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the SecuritiesUnits, shall cause the Senior Notes Debentures comprising a part of the Corporate Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes shall be Transferred by physically delivering such Senior Notes .
(c) The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Debentures (or the Debentures that are delivered pursuant to Section 6.2 hereof), Treasury Consideration or Treasury Securities subject to the Securities Intermediary indorsed in blank (Pledge, excluding any Debentures, Treasury Consideration or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Senior Notes such that security entitlements with respect to such Senior Notes are credited to the Collateral Account. In the event a Holder of Corporate Units so elects, such Holder may Transfer Treasury Securities to released from the Collateral Agent for the benefit of the Company Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as "Pledged Debentures," "Pledged Treasury Consideration" or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 4.1 hereof in exchange for 2.2 hereof, the release by the Collateral Agent on behalf Holders from time to time shall have full beneficial ownership of the Company of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such HolderCollateral. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account.
(b) For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities subject to the Pledge, excluding any Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities released from the Pledge as provided in Article 4 hereof, are hereinafter referred to as "Pledged Senior Notes" (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Senior Notes Debentures or any other securities held in physical form in its name. .
(d) Except as may be required in order to release Senior Notes Debentures or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder's election to convert its investment from a Corporate Normal Unit to a Treasury Stripped Unit, or except as otherwise required to release Senior Notes Debentures as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Senior Note Debenture prior to the termination of this Agreement, except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Senior Notes Debentures evidenced thereby from the Pledge, the Securities Intermediary shall use commercially reasonable its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes Debentures remaining subject to the Pledge hereunder registered to it or indorsed endorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure inability to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Samples: Pledge Agreement (Anthem Inc)
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below), acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as nominal owner of the Collateralsuch attorney-in-fact, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(i) in (A) the Senior Notes Debentures, Treasury Consideration and Treasury Securities constituting a part of the Corporate Units, (B) any Treasury Securities delivered in exchange for any Senior Notes (orDebentures or Treasury Consideration, if as applicable, the Applicable Ownership Interest in the accordance with Section 4.1 hereof, and (C) any Debentures or Treasury Portfolio) and any Senior Notes (orConsideration, if as applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, Securities in accordance with Article 4 Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; ;
(ii) in payments made by Holders pursuant to Section 4.4; (iii) in the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and
(iv) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units by the Collateral Agent upon the occurrence of a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption as provided in Article 6, or otherwise, and (viii) all Proceeds of the foregoing, including without limitation all Proceeds received under Section 4.6 foregoing (all of the foregoing, collectively, the "Collateral"). .
(b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the SecuritiesUnits, shall cause the Senior Notes Debentures comprising a part of the Corporate Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes shall be Transferred by physically delivering such Senior Notes .
(c) The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Debentures (or the Debentures that are delivered pursuant to Section 6.2 hereof), Treasury Consideration or Treasury Securities subject to the Securities Intermediary indorsed in blank (Pledge, excluding any Debentures, Treasury Consideration or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Senior Notes such that security entitlements with respect to such Senior Notes are credited to the Collateral Account. In the event a Holder of Corporate Units so elects, such Holder may Transfer Treasury Securities to released from the Collateral Agent for the benefit of the Company Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as "Pledged Debentures," "Pledged Treasury Consideration" or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 4.1 hereof in exchange for 2.2 hereof, the release by the Collateral Agent on behalf Holders from time to time shall have full beneficial ownership of the Company of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such HolderCollateral. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account.
(b) For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities subject to the Pledge, excluding any Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities released from the Pledge as provided in Article 4 hereof, are hereinafter referred to as "Pledged Senior Notes" (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Senior Notes Debentures or any other securities held in physical form in its name. .
(d) Except as may be required in order to release Senior Notes Debentures or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder's election to convert its investment from a Corporate Normal Unit to a Treasury Stripped Unit, or except as otherwise required to release Senior Notes Debentures as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Senior Note Debenture prior to the termination of this Agreement, except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Senior Notes Debentures evidenced thereby from the Pledge, the Securities Intermediary shall use commercially reasonable its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes Debentures remaining subject to the Pledge hereunder registered to it or indorsed endorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Samples: Pledge Agreement (Anthem Inc)
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below), acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as nominal owner of the Collateral, each fact hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the payment and performance when due by such Holders of their respective obligations to the Company under the related Purchase Contracts, a security interest in in, and right of set-off against, all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(i) in the Senior Notes constituting a part of the Corporate Units that have not been released by the Collateral Agent, other than a release to the Remarketing Agent in connection with a remarketing under Section 4.5 hereof, to such Holders under the provisions of this Agreement;
(ii) (A) the Treasury Consideration or Treasury Securities constituting a part of the Units, (B) any Treasury Securities delivered in exchange for any Senior Notes (oror Treasury Consideration, if as applicable, the Applicable Ownership Interest in the accordance with Section 4.1 hereof, and (C) any Notes or Treasury Portfolio) and any Senior Notes (orConsideration, if as applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, Securities in accordance with Article 4 Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent, other than a release to the Remarketing Agent in connection with a remarketing under Section 4.5 hereof, to such Holders under the provisions of this Agreement; (ii) in payments made by Holders pursuant to Section 4.4; ;
(iii) in the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; ;
(iv) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units by the Collateral Agent upon the occurrence of a Successful Initial RemarketingSpecial Event Redemption, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption as provided in Article 6, or otherwise, and the Treasury Portfolio Transferred to the Collateral Account;
(v) all Proceeds of the foregoing, including without limitation ; and
(vi) all Proceeds received powers and rights now owned or hereafter acquired under Section 4.6 or with respect to any of the foregoing (all of the foregoing, collectively, the "“Collateral"”). .
(b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the SecuritiesUnits, shall cause the Senior Notes comprising a part of the Corporate Units Normal Units, which will be subject to the Pledge set forth in this Section 2.1, to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior .
(c) The pledge provided in this Section 2.1 is herein referred to as the “Pledge” and the Notes shall be Transferred by physically delivering such Senior (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration and Treasury Securities subject to the Securities Intermediary indorsed in blank (Pledge, excluding any Notes, Treasury Consideration or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Senior Notes such that security entitlements with respect to such Senior Notes are credited to the Collateral Account. In the event a Holder of Corporate Units so elects, such Holder may Transfer Treasury Securities to released from the Collateral Agent for the benefit of the Company Pledge as provided in Sections 4.1, 4.2 and 4.3 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged Treasury Consideration” and “Pledged Treasury Securities,” respectively. Subject to the Pledge and the provisions of Section 4.1 hereof in exchange for 2.2 hereof, the release by the Collateral Agent on behalf Holders from time to time shall have full beneficial ownership of the Company of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such HolderCollateral. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account.
(b) For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities subject to the Pledge, excluding any Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities released from the Pledge as provided in Article 4 hereof, are hereinafter referred to as "Pledged Senior Notes" (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister in its name the Senior Notes or any other securities held in physical form in its name. form.
(d) Except as may be required in order to release Senior Notes or Treasury Consideration, as applicable, in connection with a Tax Special Event Redemption or with a Holder's ’s election to convert its investment from a Corporate Normal Unit to a Stripped Unit, or except as may be required in order to release Treasury Securities in connection with a Holder’s election to convert its investment from a Stripped Unit to a Normal Unit, or except as otherwise required to release Senior Notes Notes, Treasury Consideration or Treasury Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary Agent, shall not relinquish physical possession of any certificate evidencing a Senior Note Notes, Treasury Securities or Treasury Consideration, as applicable, prior to the termination of this Agreement, except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Senior Notes evidenced thereby from the Pledge, the Company shall use its commercially reasonable best efforts to arrange for the Securities Intermediary shall use commercially reasonable efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes remaining subject to the Pledge hereunder registered to it the Securities Intermediary or indorsed endorsed in blank (or accompanied by a stock or bond power indorsed endorsed in blank) within fifteen calendar days of the date it the Securities Intermediary relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure its inability to obtain possession of any such replacement certificate as required hereby.
(e) Notwithstanding anything contained herein to the contrary, for avoidance of doubt, (i) the cash interest payments at the rate of 8.25% per year on the Notes and (ii) after a Special Event Redemption, the quarterly payments with respect to the Treasury Consideration (as specified in clause (B) of the definition of Treasury Consideration) that are a part of the Normal Units to Holders of Normal Units shall not be subject to the Pledge and therefore are not part of the Collateral.
Appears in 1 contract
Samples: Pledge Agreement (Xl Capital LTD)
