provided such date
is a Business Day.
"Surplus Notes" has the meaning specified in the first WHEREAS clause in the
recitals hereof.
"10 Year CMT Rate" means the 10 Year Constant Maturity Treasury Yield, and shall
be recalculated every ten years on the anniversary date of the first Interest
Payment Date for each Series of Surplus Notes.
"10 Year Constant Maturity Treasury Yield" means the ten year Constant Maturity
Treasury Yield as reported in the Wall Street Journal.
2
SECTION 1.02
OTHER DEFINITIONAL PROVISIONS.
(A)
ALL TERMS DEFINED IN THIS AGREEMENT SHALL HAVE THE DEFINED
MEANINGS WHEN USED IN ANY CERTIFICATE OR OTHER DOCUMENT MADE OR DELIVERED
PURSUANT HERETO.
(B)
THE WORDS "HEREOF," "HEREIN" AND "HEREUNDER" AND WORDS OF
SIMILAR IMPORT WHEN USED IN THIS AGREEMENT SHALL REFER TO THIS AGREEMENT AS A
WHOLE AND NOT TO ANY PARTICULAR PROVISION OF THIS AGREEMENT; AND SECTION AND
SUBSECTION REFERENCES CONTAINED IN THIS AGREEMENT ARE REFERENCES TO SECTIONS OR
SUBSECTIONS IN OR TO THIS AGREEMENT UNLESS OTHERWISE SPECIFIED.
ARTICLE II
PURCHASE AND SALE OF SURPLUS NOTES
SECTION 2.01
PURCHASE AND SALE OF SURPLUS NOTES.
UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THIS AGREEMENT, AND IN
RELIANCE ON THE COVENANTS AND AGREEMENTS HEREIN SET FORTH, ON THE DATE HEREOF,
THE SELLER SHALL SELL AND THE PURCHASER MAY PURCHASE THE SERIES 2005-A NOTES AND
THE SERIES 2005-B NOTES OF THE ISSUER.
FROM TIME TO TIME FROM AND AFTER THE
DATE HEREOF, THE SELLER MAY, ON TEN (10) BUSINESS DAYS' NOTICE TO THE PURCHASER,
OFFER TO SELL TO THE PURCHASER, AND THE PURCHASER MAY PURCHASE, ADDITIONAL
SERIES OF SURPLUS NOTES AS MAY BE PURCHASED BY SELLER FROM THE ISSUER, UP TO THE
AUTHORIZED PRINCIPAL AMOUNT.
AS SECURITY FOR THE PERFORMANCE OF THE PURCHASER'S
OBLIGATIONS UNDER THIS AGREEMENT, THE PARTIES HERETO SHALL, CONCURRENT WITH THIS
AGREEMENT, ENTER INTO A PLEDGE AND SECURITY AGREEMENT WHEREIN PURCHASER GRANTS A
PLEDGE OF AND SECURITY INTEREST IN THE PURCHASER'S RIGHT, TITLE AND INTEREST IN
THE SURPLUS NOTES AND THE OTHER COLLATERAL IDENTIFIED THEREIN.
SECTION 2.02
DELIVERY AND PAYMENT.
THE SELLER
SHALL DELIVER THE SERIES 2005-A NOTES AND THE SERIES 2005-B NOTES TO THE
PURCHASER ON THE DATE HEREOF.
AGAINST DELIVERY OF THE SERIES 2005-A NOTES, THE
SERIES 2005-B NOTES OR ANY ADDITIONAL SERIES OF SURPLUS NOTES, THE PURCHASER
SHALL TRANSFER TO A SELLER KENNETT NOTES WITH AN AGGREGATE PRINCIPAL AMOUNT
EQUAL TO THE AGGREGATE PRINCIPAL AMOUNT OF SUCH SURPLUS NOTES.
SECTION 2.03
FORMS OF KENNETT NOTES.
THE KENNETT
NOTES SHALL BE ISSUED SUBSTANTIALLY IN THE FORM OF THE KENNETT NOTE ATTACHED AS
EXHIBIT A HERETO AND SHALL BE DULY EXECUTED AND DELIVERED BY THE PURCHASER AS
HEREINAFTER PROVIDED.
ARTICLE III
TERMS AND CONDITIONS OF REPAYMENT OF KENNETT NOTES; MATURITY
SECTION 3.01
INTEREST.
THE KENNETT NOTES SHALL
BEAR INTEREST DURING EACH INTEREST PERIOD AT THE INTEREST RATE.
INTEREST SHALL
BE DUE AND PAYABLE ON EACH INTEREST PAYMENT DATE.
INTEREST SHALL BE COMPUTED ON
THE BASIS OF A 360-DAY YEAR COMPRISED OF TWELVE 30-DAY MONTHS.
SECTION 3.02