Other Operative Documents. This letter constitutes a Pre-lease Force Majeure Event Notice, given as provided in subparagraph 6(B) of the Construction Agreement to preserve the right of NAI to assert the occurrence of a Pre-lease Force Majeure Event. NAI certifies to BNPPLC that the following Pre-lease Force Majeure Event occurred or commenced on , 20 : [INSERT DESCRIPTION OF EVENT HERE] NAI’s preliminary good faith estimate of the Pre-lease Force Majeure Delays, of the Pre-lease Force Majeure Losses and of the Pre-lease Force Majeure Excess Costs likely to result from such event are days, $ and $ , respectively. Such amounts, however, are only estimates. NAI acknowledges that after NAI gives this notice, BNPPLC may at any time deliver an FOCB Notice to NAI as described in the Construction Agreement. NETWORK APPLIANCE, INC., a Delaware corporation By: Name: Title: Exhibit E Notice of Termination of NAI’s Work [Date] BNP Paribas Leasing Corporation 00000 Xxxxx Xxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Attention: Xxxxx X. Xxx, Managing Director Telecopy: (000) 000-0000 Re: Amended and Restated Construction Agreement (RTP Data Center) dated as of November 29, 2007 (the “Construction Agreement”), between Network Appliance, Inc. (“NAI”), a Delaware corporation, and BNP Paribas Leasing Corporation (“BNPPLC”), a Delaware corporation Gentlemen: Capitalized terms used in this letter are intended to have the meanings assigned to them in the Construction Agreement referenced above or in the Common Definitions and Provisions Agreement referenced in the Construction Agreement.
Other Operative Documents. 61 TABLE OF CONTENTS (CONTINUED) PAGE Section 11.2 Opinions, Certificates and Appraisals......................62 Section 11.3 Authorization of Actions to be Taken by the Trustee Under the Operative Documents....................................63 Section 11.4 Authorization of Receipt of Funds by the Trustee Under the Operative Documents and the Support Documents..............63 Section 11.5 Agreement as to Fair Market Value..........................63 ARTICLE 12.
Other Operative Documents. NAI has determined that the Construction Allowance to be provided to it under the Construction Agreement will not be sufficient to cover all Reimbursable Construction Period Costs yet to be paid or reimbursed from Construction Advances for the reason or reasons set forth in the Notice of NAI’s Intent to Terminate dated ______, 200___, previously delivered to you as provided in subparagraph 7(B) of the Construction Agreement. That Notice of NAI’s Intent to Terminate has not been rescinded by NAI. NAI hereby irrevocably and unconditionally elects to terminate its rights and obligations to continue the Work under Construction Agreement effective as of the date of this letter (which, as required by subparagraph 7(B) of the Construction Agreement, is a date not less than forty-five days after the date the aforementioned Notice of NAI’s Intent to Terminate). This notice constitutes a “Notice of Termination by NAI” as described in subparagraph 7(B) of the Construction Agreement. NAI also acknowledges that a 97-10/Meltdown Event has occurred under and as defined in the Construction Agreement, and that BNPPLC is thus entitled to demand and receive 97-10/Prepayments under and as provided in Paragraph 9 of the Construction Agreement, unless the last sentence of Paragraph 9 excuses NAI from paying the same. NETWORK APPLIANCE, INC., a Delaware corporation By: Name: Title: Exhibit F Notice of NAI’s Intent to Terminate [Date] BNP Paribas Leasing Corporation 10000 Xxxxx Xxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Attention: Lxxxx X. Xxx, Managing Director Telecopy: (000) 000-0000 Re: Construction Agreement dated as of July 17, 2007 (the “Construction Agreement”)between Network Appliance, Inc. (“NAI”), a Delaware corporation, and BNP Paribas Leasing Corporation (“BNPPLC”), a Delaware corporation Gentlemen: Capitalized terms used in this letter are intended to have the meanings assigned to them in the Construction Agreement referenced above or in the Common Definitions and Provisions Agreement referenced in the Construction Agreement.
Other Operative Documents. The Company and, to the extent applicable, the Credit Parties, shall have executed and delivered to the Purchasers the Fee Letter, the Security Agreement, the Company Security Agreements, the Collateral Assignment of Material Agreements, the Intercompany Note, and the Perfection Certificate, in each case on or before the Closing Date.
Other Operative Documents. To secure the due and punctual payment, performance and observance of the Obligations, the Company has simultaneously with the execution of this Indenture entered into or caused to be assigned to the Trustee the other Operative Documents and has made an assignment and pledge of or otherwise transferred or caused to be transferred its right, title and interest in and to the Collateral to the Trustee pursuant to the other Operative Documents and in the manner and to the extent therein provided. Each Securityholder, by accepting a Security, agrees to all of the terms and provisions of each Operative Document (including, without limitation, the provisions providing for the release of Collateral), as the same may be in effect or may be amended from time to time pursuant to its terms and the terms hereof. The Company will execute, acknowledge and deliver to the Trustee such further assignments, transfers, assurances or other instruments as the Trustee may reasonably require or request, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the Trustee to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby and by the other Operative Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed.
Other Operative Documents. Original copies, executed by each of the parties thereto in such reasonable number as shall be specified by the Purchaser, of each of the other Operative Documents to be executed and delivered in connection herewith;
Other Operative Documents. The Company shall have executed and delivered to the Purchaser the Security Agreement, Put Call Agreement and the Perfection Certificate.
Other Operative Documents. To secure the due and punctual payment, performance and observance of the Obligations, the Company simultaneously with the execution of this Indenture has entered into the Spare Parts Security Agreement and has granted a security interest on the Spare Parts Collateral to the Security Agent in the manner and to the extent therein provided. USBT is hereby appointed by the Trustee as its Security Agent and is hereby authorized and directed to enter into the Spare Parts Security Agreement and the Collateral Maintenance Agreement on the date hereof. Each Noteholder, by accepting a Note, agrees to all of the terms and provisions of each Operative Document (including, without limitation, the provisions providing for the release of Collateral), as the same may be in effect or may be amended from time to time pursuant to its terms and the terms hereof. The Company will cause to be done, executed, acknowledged and delivered to the Trustee or each Collateral Agent such further acts, conveyances and assurances as the Trustee shall reasonably request for accomplishing the purposes of this Indenture and the other Operative Documents; provided that any instrument or other document so executed by the Company will not expand any obligations or limit any right of the Company in respect of the transactions contemplated by the Operative Documents. The Company shall also take, or cause to be taken, such actions with respect to the recording, filing, re-recording, refiling of the Indenture 77 Indenture and any Financing Statements or other instruments and such other actions as are necessary to maintain, so long as the Indenture is in effect, the perfection of the security interests created by the Operative Documents or will furnish the Trustee timely notice of the necessity of such actions, together with such information as may be required to enable the Trustee to take such actions.
Other Operative Documents. 77 Section 11.2 Opinions, Certificates and Appraisals............................................. 78 Section 11.3 Agreement as to Fair Market Value................................................. 78 Section 11.4 No Legal Title to Collateral in Noteholders....................................... 79 ARTICLE XII
Other Operative Documents. Each of the other Operative Documents has been duly authorized by each of the Note Parties party thereto and as of the Closing Date, each of the other Operative Documents will have been duly executed and delivered by each of the Note Parties party thereto, and will constitute a valid and legally binding agreement of each of the Note Parties party thereto, enforceable against each of the Note Parties party thereto in accordance with its terms, subject to the Enforceability Exceptions.
