Modification, Amendment and Termination. (a) This Agreement may be modified or amended only by the written agreement of Fuji and Finance; provided, however, that (i) no such modification or amendment shall have any adverse effect upon any Commercial Paper outstanding at the time of such modification or amendment for so long as such Commercial Paper is outstanding; (ii) the provisions of Section 8(b), 8(c) and 8(d) shall not be modified or amended for any reason except and unless to extend the dates set forth therein; and (iii) prior to the Termination Date, the dollar amount of $500,000,000 set forth in each of Section 1 (in each of the definitions of "Net Worth Deficiency" and "NW Preferred Stock" - (b) Redemption) and Section 3 shall not be decreased for any reason. (b) This Agreement may not be terminated for any reason by either party hereto, and shall continue in full force and effect, until the Termination Date. After the Termination Date, this Agreement may be terminated by Fuji, in accordance with the provisions of Section 8(c) hereof, or by Finance, in accordance with the provisions of Section 8(d) hereof. (c) At any time after the Termination Date, this Agreement may be terminated by Fuji upon 30 Business Days' prior written notice to Finance (with a copy of such notice to each statistical rating agency referred to in Section 6(f) and, if Fuji shall so elect, to each Commercial Paper dealer). However, such termination shall not in any way relieve Finance of its obligations under the NW Preferred Stock outstanding on the date of such termination or under the Liquidity Advance Notes outstanding on the date of such termination, or in respect of Fuji's fee set forth in Section 9. Also, such termination shall not be effective as to the obligations of Fuji contained in Sections 2 and 3 until the scheduled maturity of all Commercial Paper issued in accordance with the terms hereof and outstanding on the 30th Business Day after notice of such termination is given. (d) At any time after the Termination Date, this Agreement may be terminated by Finance upon (i) thirty Business Days' prior written notice to Fuji and (ii) receipt by Finance of written consent from Fuji to such termination (with notice of such termination to be given by Finance, after receipt of Fuji's consent to such termination, to each Commercial Paper dealer and statistical rating agency referred to in Section 6(f)). However, such termination by Finance shall not in any way relieve Finance of its obligations under the NW Preferred Stock outstanding on the date of such termination or under the Liquidity Advance Notes outstanding on the date of such termination, or in respect of Fuji's fee set forth in Section 9. Also, such termination shall not be effective as to the obligations of Fuji contained in Sections 2 and 3 until the scheduled maturity of all Commercial Paper issued in accordance with the terms hereof and outstanding on the 30th Business Day after notice of such termination is given. (1) Anything contained elsewhere herein to the contrary notwithstanding, it is expressly understood and agreed that this Agreement may not be terminated for any reason by either party hereto, and shall continue in full force and effect, at any time while all or any portion of the Series A Preferred Stock is outstanding and held by third parties other than Fuji (or any direct or indirect wholly-owned subsidiary of Fuji) unless Finance shall have first obtained from each of the Rating Agencies a written certification that upon termination of this Agreement the Series A Preferred Stock will be rated no lower than the Series A Minimum Rating. (2) Anything contained elsewhere herein to the contrary notwithstanding, it is expressly understood and agreed that this Agreement may not be terminated for any reason by either party hereto, and shall continue in full force and effect, at any time while all or any portion of the Series C Preferred Stock is outstanding and held by third parties other than Fuji (or any direct or indirect wholly-owned subsidiary of Fuji) unless Finance shall have first obtained from each of the Rating Agencies a written certification that upon termination of this Agreement the Series C Preferred Stock will be rated no lower than the Series C Minimum Rating. (3) For purposes of the each of the foregoing clauses (1) and (2), the Series A Preferred Stock or the Series C Preferred Stock shall cease to be considered outstanding at such time as an effective notice of redemption of all of such Preferred Stock shall have been given by Finance and funds sufficient to effectuate such redemption shall have been deposited with the party designated for such purpose in the notice. (f) For the purposes hereof, no portion of any Commercial Paper shall be considered to be "outstanding" if moneys or securities in an amount sufficient for the payment of principal thereof and interest and premium, if any, thereon shall have been deposited with the proper party or parties for the satisfaction and discharge of such portion of such Commercial Paper, all in accordance with the governing instrument defining the rights of the holders thereof or shall have been deposited in trust with a commercial bank in The City of New York.
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Modification, Amendment and Termination. (a) This Agreement may be modified or amended only by the written agreement of Fuji and Finance; provided, however, that (i) no such modification or amendment shall have any adverse effect upon any Commercial Paper outstanding at the time of such modification or amendment for so long as such Commercial Paper is outstanding; (ii) the provisions of Section 8(b), 8(c) and 8(d) shall not be modified or amended for any reason except and unless to extend the dates set forth therein; and (iii) prior the provisions of Section 8(f) shall not be modified or amended for any reason except and unless to increase the dollar amount set forth therein until the Termination Date, the dollar amount of $500,000,000 set forth in each of Section 1 (in each of the definitions of "Net Worth Deficiency" and "NW Preferred Stock" - (b) Redemption) and Section 3 shall not be decreased for any reason.
(b) This Agreement may not be terminated for any reason by either party hereto, and shall continue in full force and effect, until the Termination Date. After the Termination Date, this Agreement may be terminated by Fuji, in accordance with the provisions of Section 8(c) hereof, or by Finance, in accordance with the provisions of Section 8(d) hereof.
(c) At any time after the Termination Date, this Agreement may be terminated by Fuji upon 30 thirty Business Days' prior written notice to Finance (with a copy of such notice to each statistical rating agency referred to in Section 6(f) and, if Fuji shall so elect, to each Commercial Paper dealer). However, such termination shall not in any way relieve Finance of its obligations under the NW Preferred Stock outstanding on the date of such termination or under the Liquidity Advance Notes outstanding on the date of such termination, or in respect of Fuji's fee set forth in Section 9. Also, such termination shall not be effective as to the obligations of Fuji contained in Sections 2 and 3 until the scheduled maturity of all Commercial Paper issued in accordance with the terms hereof and outstanding on the 30th Business Day after notice of such termination is given.
(d) At any time after the Termination Date, this Agreement may be terminated by Finance upon (i) thirty Business Days' prior written notice to Fuji and (ii) receipt by Finance of written consent from Fuji to such termination (with notice of such termination to be given by Finance, after receipt of Fuji's consent to such termination, to each Commercial Paper dealer and statistical rating agency referred to in Section 6(f)). However, such termination by Finance shall not in any way relieve Finance of its obligations under the NW Preferred Stock outstanding on the date of such termination or under the Liquidity Advance Notes outstanding on the date of such termination, or in respect of Fuji's fee set forth in Section 9. Also, such termination shall not be effective as to the obligations of Fuji contained in Sections 2 and 3 until the scheduled maturity of all Commercial Paper issued in accordance with the terms hereof and outstanding on the 30th Business Day after notice of such termination is given.
(1) Anything contained elsewhere herein to the contrary notwithstanding, it is expressly understood and agreed that this Agreement may not be terminated for any reason by either party hereto, and shall continue in full force and effect, at any time while all or any portion of the Series A Preferred Stock is outstanding and held by third parties other than Fuji (or any direct or indirect wholly-owned subsidiary of Fuji) unless Finance shall have first obtained from each of the Rating Agencies a written certification that upon termination of this Agreement the Series A Preferred Stock will be rated no lower than the Series A Minimum Rating.
(2) Anything contained elsewhere herein to the contrary notwithstanding, it is expressly understood and agreed that this Agreement may not be terminated for any reason by either party hereto, and shall continue in full force and effect, at any time while all or any portion of the Series C B Preferred Stock is outstanding and held by third parties other than Fuji (or any direct or indirect wholly-owned subsidiary of Fuji) unless Finance shall have first obtained from each of the Rating Agencies a written certification that upon termination of this Agreement the Series C B Preferred Stock will be rated no lower than the Series C B Minimum Rating.
(3) For purposes of the each of the foregoing clauses (1) and (2), the Series A Preferred Stock or the Series C B Preferred Stock shall cease to be considered outstanding at such time as an effective notice of redemption of all of such Preferred Stock shall have been given by Finance and funds sufficient to effectuate such redemption shall have been deposited with the party designated for such purpose in the notice.
(f) For the purposes hereof, no portion of any Commercial Paper shall be considered to be "outstanding" if moneys or securities in an amount sufficient for the payment of principal thereof and interest and premium, if any, thereon shall have been deposited with the proper party or parties for the satisfaction and discharge of such portion of such Commercial Paper, all in accordance with the governing instrument defining the rights of the holders thereof or shall have been deposited in trust with a commercial bank in The City of New York.
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Modification, Amendment and Termination. (a) This Agreement may be modified or amended only by the written agreement of Fuji and Finance; provided, however, that (i) no such modification or amendment shall have any adverse effect upon any Commercial Paper outstanding at the time of such modification or amendment for so long as such Commercial Paper is outstanding; (ii) the provisions of Section 8(b), 8(c) and 8(d) shall not be modified or amended for any reason except and unless to extend the dates set forth therein; and (iii) prior to the Termination Date, the dollar amount of $500,000,000 set forth in each of Section 1 (in each of the definitions of "Net Worth Deficiency" and "NW Preferred Stock" - Stock"- (b) Redemption) and Section 3 shall not be decreased for any reason.
(b) This Agreement may not be terminated for any reason by either party hereto, and shall continue in full force and effect, until the Termination Date. After the Termination Date, this Agreement may be terminated by Fuji, in accordance with the provisions of Section 8(c) hereof, or by Finance, in accordance with the provisions of Section 8(d) hereof.
(c) At any time after the Termination Date, this Agreement may be terminated by Fuji upon 30 thirty Business Days' prior written notice to Finance (with a copy of such notice to each statistical rating agency referred to in Section 6(f) and, if Fuji shall so elect, to each Commercial Paper dealer). However, such termination shall not in any way relieve Finance of its obligations under the NW Preferred Stock outstanding on the date of such termination or under the Liquidity Advance Notes outstanding on the date of such termination, or in respect of Fuji's fee set forth in Section 9. Also, such termination shall not be effective as to the obligations of Fuji contained in Sections 2 and 3 until the scheduled maturity of all Commercial Paper issued in accordance with the terms hereof and outstanding on the 30th Business Day after notice of such termination is given.
(d) At any time after the Termination Date, this Agreement may be terminated by Finance upon (i) thirty Business Days' prior written notice to Fuji and (ii) receipt by Finance of written consent from Fuji to such termination (with notice of such termination to be given by Finance, after receipt of Fuji's consent to such termination, to each Commercial Paper dealer and statistical rating agency referred to in Section 6(f)). However, such termination by Finance shall not in any way relieve Finance of its obligations under the NW Preferred Stock outstanding on the date of such termination or under the Liquidity Advance Notes outstanding on the date of such termination, or in respect of Fuji's fee set forth in Section 9. Also, such termination shall not be effective as to the obligations of Fuji contained in Sections 2 and 3 until the scheduled maturity of all Commercial Paper issued in accordance with the terms hereof and outstanding on the 30th Business Day after notice of such termination is given.
(1) Anything contained elsewhere herein to the contrary notwithstanding, it is expressly understood and agreed that this Agreement may not be terminated for any reason by either party hereto, and shall continue in full force and effect, at any time while all or any portion of the Series A Preferred Stock is outstanding and held by third parties other than Fuji (or any direct or indirect wholly-owned subsidiary of Fuji) unless Finance shall have first obtained from each of the Rating Agencies a written certification that upon termination of this Agreement the Series A Preferred Stock will be rated no lower than the Series A Minimum Rating.
(2) Anything contained elsewhere herein to the contrary notwithstanding, it is expressly understood and agreed that this Agreement may not be terminated for any reason by either party hereto, and shall continue in full force and effect, at any time while all or any portion of the Series C Preferred Stock is outstanding and held by third parties other than Fuji (or any direct or indirect wholly-owned subsidiary of Fuji) unless Finance shall have first obtained from each of the Rating Agencies a written certification that upon termination of this Agreement the Series C Preferred Stock will be rated no lower than the Series C Minimum Rating.
(3) For purposes of the each of the foregoing clauses (1) and (2), the Series A Preferred Stock or the Series C Preferred Stock shall cease to be considered outstanding at such time as an effective notice of redemption of all of such Preferred Stock shall have been given by Finance and funds sufficient to effectuate such redemption shall have been deposited with the party designated for such purpose in the notice.
(f) For the purposes hereof, no portion of any Commercial Paper shall be considered to be "outstanding" if moneys or securities in an amount sufficient for the payment of principal thereof and interest and premium, if any, thereon shall have been deposited with the proper party or parties for the satisfaction and discharge of such portion of such Commercial Paper, all in accordance with the governing instrument defining the rights of the holders thereof or shall have been deposited in trust with a commercial bank in The City of New York.
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