Common use of Acceleration of Maturity; Rescission of Annulment; Waivers of Past Defaults Clause in Contracts

Acceleration of Maturity; Rescission of Annulment; Waivers of Past Defaults. (a) For so long as any Trust Capital Securities remain Outstanding, if, upon an ICON Event of Default pursuant to paragraphs of Section 5.1 of the Indenture, the ICON Trustee fails or the holders of not less than twenty-five percent (25%) in principal amount of the outstanding ICONs fail to declare the principal of all of the ICONs to be immediately due and payable, the Holders of at least twenty-five percent (25%) in Liquidation Amount of the Trust Capital Securities then Outstanding shall have the right to make such declaration by a notice in writing to the Property Trustee, the Depositor and the ICON Trustee. If the Property Trustee fails to enforce its rights under the Indenture, any Holder of Trust Capital Securities may, to the extent permitted by applicable law, institute a legal proceeding against the Depositor to enforce the Property Trustee's rights under the Indenture without first instituting legal proceedings against the Property Trustee or any other person. If an ICON Event of Default has occurred due to Depositor's failure to pay interest in full on the ICONs for a period of 30 days after the conclusion of the 10-year period following the commencement of any Extension Period, than a registered Holder of Trust Capital Securities may institute a direct action on or after the due date directly against the Depositor for enforcement of payment of the principal of, or interest on, the ICONs to that Holder with respect to ICONs having a principal amount equal to the total liquidation amount of that Holder's Trust Capital Securities. If such an ICON Event of Default occurs, a majority in Liquidation Amount of the Holders of the Trust Capital Securities shall be entitled to remove or appoint the Property Trustee and the Delaware Trustee. At any time after a declaration of acceleration with respect to the ICONs has been made and before a judgment or decree for payment of the money due has been obtained by the ICON Trustee as provided in the Indenture, the Holders of at least a Majority in Liquidation Amount of the Trust Capital Securities, by written notice to the Property Trustee, the Depositor and the ICON Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission of Annulment; Waivers of Past Defaults. (a) For so long as any Trust Capital Securities remain Outstanding, if, upon an ICON ICON Event of Default pursuant to paragraphs of Section 5.1 of the Indenture, the ICON Trustee fails or the holders of not less than twenty-twenty five percent (25%) in principal amount of the outstanding ICONs fail to declare the principal of all of the ICONs to be immediately due and payable, the Holders of at least twenty-five percent (25%) in Liquidation Amount of the Trust Capital Securities then Outstanding shall have the right to make such declaration by a notice in writing to the Property Trustee, the Depositor and the ICON Trustee. If the Property Trustee fails to enforce its rights under the Indenture, any Holder of Trust Capital Securities may, to the extent permitted by applicable law, institute a legal proceeding against the Depositor to enforce the Property Trustee's rights under the Indenture without first instituting legal proceedings against the Property Trustee or any other person. If an ICON Event of Default has occurred due to Depositor's failure to pay interest in full on the ICONs for a period of 30 days after the conclusion of the 10-year period following the commencement of any Extension Period, than a registered Holder of Trust Capital Securities may institute a direct action on or after the due date directly against the Depositor for enforcement of payment of the principal of, or interest on, the ICONs to that Holder with respect to ICONs having a principal amount equal to the total liquidation amount of that Holder's Trust Capital Securities. If such an ICON Event of Default occurs, a majority in Liquidation Amount of the Holders of the Trust Capital Securities shall be entitled to remove or appoint the Property Trustee and the Delaware Trustee. At any time after a declaration of acceleration with respect to the ICONs has been made and before a judgment or decree for payment of the money due has been obtained by the ICON Trustee as provided in the Indenture, the Holders of at least a Majority in Liquidation Amount of the Trust Capital Securities, by written notice to the Property Trustee, the Depositor and the ICON Trustee, may rescind and annul such declaration and its consequences if:

Acceleration of Maturity; Rescission of Annulment; Waivers of Past Defaults. (a) For so long as any Trust Capital Preferred Securities remain Outstanding, if, upon an ICON a Note Event of Default pursuant to paragraphs of Section 5.1 of the IndentureDefault, the ICON Note Trustee fails or the holders of not less than twenty-twenty five percent (25%) in principal amount of the outstanding ICONs Notes fail to declare the principal of all of the ICONs Notes to be immediately due and payable, the Holders of at least twenty-twenty five percent (25%) in Liquidation Amount of the Trust Capital Preferred Securities then Outstanding shall have the right to make such declaration by a notice in writing to the Property Trustee, the Depositor and the ICON Trustee. If the Property Trustee fails to enforce its rights under the Indenture, any Holder of Trust Capital Securities may, to the extent permitted by applicable law, institute a legal proceeding against the Depositor to enforce the Property Trustee's rights under the Indenture without first instituting legal proceedings against the Property Trustee or any other person. If an ICON Event of Default has occurred due to Depositor's failure to pay interest in full on the ICONs for a period of 30 days after the conclusion of the 10-year period following the commencement of any Extension Period, than a registered Holder of Trust Capital Securities may institute a direct action on or after the due date directly against the Depositor for enforcement of payment of the principal of, or interest on, the ICONs to that Holder with respect to ICONs having a principal amount equal to the total liquidation amount of that Holder's Trust Capital Securities. If such an ICON Event of Default occurs, a majority in Liquidation Amount of the Holders of the Trust Capital Securities shall be entitled to remove or appoint the Property Trustee and the Delaware Note Trustee. At any time after a declaration of acceleration with respect to the ICONs Notes has been made and before a judgment or decree for payment of the money due has been obtained by the ICON Note Trustee as provided in the Indenture, the Holders of at least a Majority in Liquidation Amount of the Trust Capital Preferred Securities, by written notice to the Property Trustee, the Depositor and the ICON Note Trustee, may rescind and annul such declaration and its consequences if:: the Depositor has paid or deposited with the Note Trustee a sum sufficient to pay: all overdue installments of interest on all of the Notes; any accrued Additional Interest on all of the Notes; the principal of and any premium on any Notes that have become due otherwise than by such declaration of acceleration and interest and Additional Interest thereon at the rate borne by the Notes; and all sums paid or advanced by the Note Trustee under the Indenture and the reasonable compensation, expenses, disbursements and advances of the Note Trustee, the Property Trustee and their agents and counsel; and all Note Events of Default, other than the non-payment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.13 of the Indenture. Upon receipt by the Property Trustee of written notice requesting such an acceleration, or rescission and annulment thereof, by Holders of any part of the Preferred Securities, a record date shall be established for determining Holders of Outstanding Preferred Securities entitled to join in such notice, which record date shall be at the close of business on the day the Property Trustee receives such notice. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such notice, whether or not such Holders remain Holders after such record date; provided, that, unless such declaration of acceleration, or rescission and annulment, as the case may be, shall have become effective by virtue of the requisite percentage having joined in such notice prior to the day that is ninety (90) days after such record date, such notice of declaration of acceleration, or rescission and annulment, as the case may be, shall automatically and without further action by any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such ninety (90)-day period, a new written notice of declaration of acceleration, or rescission and annulment thereof, as the case may be, that is identical to a written notice that has been canceled pursuant to the proviso to the preceding sentence, in which event a new record date shall be established pursuant to the provisions of this Section 6.10(a).

Acceleration of Maturity; Rescission of Annulment; Waivers of Past Defaults. (a) For so long as any Trust Capital Preferred Securities remain Outstanding, if, upon an ICON a Note Event of Default pursuant to paragraphs (c), (e), (f), (g) or (h) of Section 5.1 of the Indenture, the ICON Note Trustee fails or the holders of not less than twenty-twenty five percent (25%) in principal amount of the outstanding ICONs Notes fail to declare the principal of all of the ICONs Notes to be immediately due and payable, the Holders of at least twenty-five percent (25%) in Liquidation Amount of the Trust Capital Preferred Securities then Outstanding shall have the right to make such declaration by a notice in writing to the Property Trustee, the Depositor and the ICON Trustee. If the Property Trustee fails to enforce its rights under the Indenture, any Holder of Trust Capital Securities may, to the extent permitted by applicable law, institute a legal proceeding against the Depositor to enforce the Property Trustee's rights under the Indenture without first instituting legal proceedings against the Property Trustee or any other person. If an ICON Event of Default has occurred due to Depositor's failure to pay interest in full on the ICONs for a period of 30 days after the conclusion of the 10-year period following the commencement of any Extension Period, than a registered Holder of Trust Capital Securities may institute a direct action on or after the due date directly against the Depositor for enforcement of payment of the principal of, or interest on, the ICONs to that Holder with respect to ICONs having a principal amount equal to the total liquidation amount of that Holder's Trust Capital Securities. If such an ICON Event of Default occurs, a majority in Liquidation Amount of the Holders of the Trust Capital Securities shall be entitled to remove or appoint the Property Trustee and the Delaware Note Trustee. At any time after a declaration of acceleration with respect to the ICONs Notes has been made and before a judgment or decree for payment of the money due has been obtained by the ICON Note Trustee as provided in the Indenture, the Holders of at least a Majority in Liquidation Amount of the Trust Capital Preferred Securities, by written notice to the Property Trustee, the Depositor and the ICON Note Trustee, may rescind and annul such declaration and its consequences if:: the Depositor has paid or deposited with the Note Trustee a sum sufficient to pay: all overdue installments of interest on all of the Notes; any accrued Additional Interest on all of the Notes; the principal of and premium, if any, on any Notes that have become due otherwise than by such declaration of acceleration and interest and Additional Interest thereon at the rate borne by the Notes; and all sums paid or advanced by the Note Trustee under the Indenture and the reasonable compensation, expenses, disbursements and advances of the Note Trustee, the Property Trustee and their agents and counsel; and all Note Events of Default, other than the non-payment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.13 of the Indenture. Upon receipt by the Property Trustee of written notice requesting such an acceleration, or rescission and annulment thereof, by Holders of any part of the Preferred Securities, a record date shall be established for determining Holders of Outstanding Preferred Securities entitled to join in such notice, which record date shall be at the close of business on the day the Property Trustee receives such notice. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such notice, whether or not such Holders remain Holders after such record date; provided, that, unless such declaration of acceleration, or rescission and annulment, as the case may be, shall have become effective by virtue of the requisite percentage having joined in such notice prior to the day that is ninety (90) days after such record date, such notice of declaration of acceleration, or rescission and annulment, as the case may be, shall automatically and without further action by any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such ninety (90)-day period, a new written notice of declaration of acceleration, or rescission and annulment thereof, as the case may be, that is identical to a written notice that has been canceled pursuant to the proviso to the preceding sentence, in which event a new record date shall be established pursuant to the provisions of this Section 6.10(a). For so long as any Preferred Securities remain Outstanding, to the fullest extent permitted by law and subject to the terms of this Trust Agreement and the Indenture, upon a Note Event of Default specified in paragraph (a), (b) or (c) of Section 5.1 of the Indenture, any Holder of Preferred Securities shall have the right to institute a proceeding directly against the Depositor, pursuant to Section 5.8 of the Indenture, for enforcement of payment to such Holder of any amounts payable in respect of Notes having an aggregate principal amount equal to the aggregate Liquidation Amount of the Preferred Securities of such Holder. Except as set forth in Section 6.10(a) and this Section 6.10(b), the Holders of Preferred Securities shall have no right to exercise directly any right or remedy available to the holders of, or in respect of, the Notes. Notwithstanding paragraphs (a) and (b) of this Section 6.10, the Holders of at least a Majority in Liquidation Amount of the Preferred Securities may, on behalf of the Holders of all the Preferred Securities, waive any Note Event of Default, except any Note Event of Default arising from the failure to pay any principal of or premium, if any, or interest on (including any Additional Interest) the Notes (unless such Note Event of Default has been cured and a sum sufficient to pay all matured installments of interest and all principal and premium, if any, on all Notes due otherwise than by acceleration has been deposited with the Note Trustee) or a Note Event of Default in respect of a covenant or provision that under the Indenture cannot be modified or amended without the consent of the holder of each outstanding Note. Upon any such waiver, such Note Event of Default shall cease to exist and any Note Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall affect any subsequent Note Event of Default or impair any right consequent thereon. Notwithstanding paragraphs (a) and (b) of this Section 6.10, the Holders of at least a Majority in Liquidation Amount of the Preferred Securities may, on behalf of the Holders of all the Preferred Securities, waive any past Event of Default and its consequences. Upon such waiver, any such Event of Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Trust Agreement, but no such waiver shall extend to any subsequent or other Event of Default or impair any right consequent thereon. The Holders of a Majority in Liquidation Amount of the Preferred Securities shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee in respect of this Trust Agreement or the Notes or exercising any trust or power conferred upon the Property Trustee under this Trust Agreement; provided, that, subject to Sections 8.5 and 8.7, the Property Trustee shall have the right to decline to follow any such direction if the Property Trustee being advised by counsel determines that the action so directed may not lawfully be taken, or if the Property Trustee in good faith shall, by an officer or officers of the Property Trustee, determine that the proceedings so directed would be illegal or involve it in personal liability or be unduly prejudicial to the rights of Holders not party to such direction, and provided, further, that nothing in this Trust Agreement shall impair the right of the Property Trustee to take any action deemed proper by the Property Trustee and which is not inconsistent with such direction.