Common use of Acceleration; Other Remedies Clause in Contracts

Acceleration; Other Remedies. A. Upon the occurrence and continuance of an Event of Default (i) described in paragraph (a), (b), (c), (d), (e), (i), or (j) of Section 9.01, the Trustee shall, or (ii) described in paragraph (f), (g) or (h) of Section 9.01, the Trustee shall at the written request of the Bank, by written notice to the Issuer, the Borrower, the Remarketing Agent and the Bank, declare the Bonds to be immediately due and payable, whereupon they shall, without further action, become and be immediately due and payable, and interest thereon shall cease to accrue immediately upon such declaration of acceleration anything in this Indenture or in the Bonds to the contrary notwithstanding, and the Trustee shall give notice thereof to the Issuer, the Borrower, the Remarketing Agent and the Bank and, by Mail, to all Owners of Outstanding Bonds. B. Following the expiration of the term of the Letter of Credit the provisions of the preceding paragraph are subject to the condition that if, after the principal of the Bonds shall have been so declared to be due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall cause to be deposited with the Trustee a sum sufficient to pay all matured installments of interest upon all Bonds and the principal of any and all Bonds which shall have become due otherwise than by reason of such declaration (with interest upon such principal and, to the extent permissible by law, on overdue installments of interest, at the rate per annum specified in the Bonds) and such amount as shall be sufficient to cover reasonable compensation and reimbursement of expenses payable to the Trustee, and all Events of Default hereunder other than nonpayment of the principal of Bonds which shall have become due by said declaration shall have been remedied, then, in every such case, such Event of Default shall be deemed waived and such declaration and its consequences rescinded and annulled, and the Trustee shall promptly give written notice of such waiver, rescission or annulment to the Issuer, the Borrower, the Remarketing Agent and the Paying Agent, and shall give notice thereof by Mail to all Owners of Outstanding Bonds; but no such waiver, rescission and annulment shall extend to or affect any subsequent Event of Default or impair any right or remedy consequent thereon. The provisions of paragraph A are further subject to the condition that any waiver of any event of default under the Reimbursement Agreement or the Agreement and a rescission and annulment of its consequences shall constitute a waiver of the corresponding Event of Default under paragraph (e) or (g) of Section 9.01 hereof and a rescission and annulment of the consequences thereof. If notice of such event of default under the Reimbursement Agreement shall have been given by the Bank or any Confirming Bank as provided herein and if the Trustee shall thereafter have received notice from such Bank or Confirming Bank that such event of default shall have been waived, the Trustee shall promptly give written notice of such waiver, rescission or annulment to the Issuer, the Borrower, the Paying Agent and, prior to conversion to a Fixed Interest Rate, the Remarketing Agent and such Bank or Confirming Bank, as the case may be, and shall give notice thereof by Mail to all Owners of Outstanding Bonds; but no such waiver, rescission and annulment shall extend to or affect any subsequent Event of Default or impair any right or remedy consequent thereon. Anything to the contrary expressed or implied in this Indenture notwithstanding, the Trustee shall not waive any Event of Default unless and until it has received written notice from such Bank or Confirming Bank that gave notice of non-reinstatement that the Letter of Credit or Confirming Letter of Credit, as the case may be, has been reinstated in full (if a Letter of Credit and such Confirming Letter of Credit are then in effect). Notwithstanding anything contained herein, any even of default under Section 9.01(i) may not be waived under any circumstances. C. Subject to the provisions of Section 9.04, upon the occurrence and continuance of any Event of Default, then and in every such case the Trustee in its discretion may, and upon the written direction of the Bank, or Owners of not less than twenty-five percent (25%) in principal amount of the Bonds then Outstanding and receipt of indemnity to its satisfaction, shall, in its own name and as the Trustee of an express trust: (i) by mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Bondholders, and require the Issuer, the Bank or the Borrower to carry out any agreements with or for the benefit of the Owners of Bonds and to perform its or their duties under the Act, the Agreement, the Note, the Letter of Credit and this Indenture, provided that any such remedy may be taken only to the extent permitted under the applicable provisions of the Agreement, the Letter of Credit or this Indenture, as the case may be; (ii) bring suit upon the Bonds; or (iii) by action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Owners of Bonds. D. In the event that the Confirming Bank honors a draw by the Trustee under the terms of the Confirming Letter of Credit, all powers and remedies granted to and available to the Bank in this Indenture, the Bonds, and any related documents shall be deemed granted to and available to the Confirming Bank with the same full force and effect as if the Confirming Bank were the Bank.

Acceleration; Other Remedies. A. Upon the occurrence or existence of any Event of Default, and continuance during the continuation thereof, without prejudice to the rights of Bank to enforce its claims against Borrower for damages for failure by Borrower to fulfill any of the obligations hereunder, Bank shall have the following rights and remedies, in addition to any other rights and remedies available to Bank at law, in equity or otherwise: (a) In the event of the occurrence of (i) an Event of Default (iset forth in Section 4.1(d) described in paragraph (a), (b), (c), (d), (e), (i), or (j) of Section 9.01hereof, the Trustee shall, or Loan shall automatically and immediately terminate and the Obligations shall automatically and immediately become due and payable; and (ii) described in paragraph (f)any other Event of Default, (g) or (h) of Section 9.01Bank, at its option, may terminate the Trustee shall at the written request Loan and declare all of the Bank, by written notice to the Issuer, the Borrower, the Remarketing Agent and the Bank, declare the Bonds Obligations to be immediately due and payable, whereupon they shall, without further action, all of the Obligations shall become and be immediately due and payable, and interest thereon shall cease to accrue immediately upon such declaration in either case without presentment, demand, protest, notice of acceleration non-payment or any other notice required by law relative thereto, all of which are hereby expressly waived by Borrower, anything in this Indenture or in the Bonds contained herein to the contrary notwithstandingnotwithstanding and, in connection therewith, the Obligations shall, automatically and without notice to Borrower, commence to bear interest, until paid in full, at the Default Rate. (b) The right to set-off, without notice to Borrower, any and all deposits at any time credited by or due from Bank to Borrower, whether in a general or special, time or demand, final or provisional account or any other account or represented by a certificate of deposit and whether or not unmatured or contingent. Bank shall promptly give Borrower notice of any such action. (c) All of the rights and remedies of a secured party under the Uniform Commercial Code as in effect in Georgia from time to time or under other applicable law, all of which rights and remedies shall be cumulative, and the Trustee none of which shall give notice thereof be exclusive, to the Issuerextent permitted by law, in addition to any other rights and remedies contained in this Note, and in any of the Borrower, the Remarketing Agent and the Bank and, by Mail, to all Owners of Outstanding Bondsother Loan Documents. B. Following the expiration (d) The right to sell or to otherwise dispose of all or any of the term collateral for the Obligations in accordance with the Stock Pledge Agreement and applicable law. The proceeds realized from the sale of any collateral shall be applied first to the costs, expenses and attorneys' fees and expenses incurred by Bank for collection and for acquisition, completion, protection, removal, storage, sale and delivery of the Letter of Credit the provisions collateral; second to interest due upon any of the preceding paragraph are subject Obligations; and third to the condition that if, after the principal of the Bonds Obligations. Any surplus shall have been so declared be paid to Borrxxxx. Xx any deficiency shall arise, Borrower shall remain liable to Bank therefor. (f) Any notice required to be due and payablegiven by Bank of a sale, and before lease, other disposition of any judgment or decree collateral for the payment of Obligations or any other intended action by Bank, given to Borrower in the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall cause to be deposited with the Trustee a sum sufficient to pay all matured installments of interest upon all Bonds and the principal of any and all Bonds which shall have become due otherwise than by reason of such declaration (with interest upon such principal and, to the extent permissible by law, on overdue installments of interestmanner set forth in Section 5.4 below, at the rate per annum specified in the Bondsleast ten (10) days prior to such proposed action, shall constitute commercially reasonable and such amount as shall be sufficient to cover reasonable compensation and reimbursement of expenses payable to the Trustee, and all Events of Default hereunder other than nonpayment of the principal of Bonds which shall have become due by said declaration shall have been remedied, then, in every such case, such Event of Default shall be deemed waived and such declaration and its consequences rescinded and annulled, and the Trustee shall promptly give written notice of such waiver, rescission or annulment to the Issuer, the Borrower, the Remarketing Agent and the Paying Agent, and shall give fair notice thereof by Mail to all Owners of Outstanding Bonds; but no such waiver, rescission and annulment shall extend to or affect any subsequent Event of Default or impair any right or remedy consequent thereon. The provisions of paragraph A are further subject to the condition that any waiver of any event of default under the Reimbursement Agreement or the Agreement and a rescission and annulment of its consequences shall constitute a waiver of the corresponding Event of Default under paragraph (e) or (g) of Section 9.01 hereof and a rescission and annulment of the consequences thereof. If notice of such event of default under the Reimbursement Agreement shall have been given by the Bank or any Confirming Bank as provided herein and if the Trustee shall thereafter have received notice from such Bank or Confirming Bank that such event of default shall have been waived, the Trustee shall promptly give written notice of such waiver, rescission or annulment to the Issuer, the Borrower, the Paying Agent and, prior to conversion to a Fixed Interest Rate, the Remarketing Agent and such Bank or Confirming Bank, as the case may be, and shall give notice thereof by Mail to all Owners of Outstanding Bonds; but no such waiver, rescission and annulment shall extend to or affect any subsequent Event of Default or impair any right or remedy consequent thereon. Anything to the contrary expressed or implied in this Indenture notwithstanding, the Trustee shall not waive any Event of Default unless and until it has received written notice from such Bank or Confirming Bank that gave notice of non-reinstatement that the Letter of Credit or Confirming Letter of Credit, as the case may be, has been reinstated in full (if a Letter of Credit and such Confirming Letter of Credit are then in effect). Notwithstanding anything contained herein, any even of default under Section 9.01(i) may not be waived under any circumstances. C. Subject to the provisions of Section 9.04, upon the occurrence and continuance of any Event of Default, then and in every such case the Trustee in its discretion may, and upon the written direction of the Bank, or Owners of not less than twenty-five percent (25%) in principal amount of the Bonds then Outstanding and receipt of indemnity to its satisfaction, shall, in its own name and as the Trustee of an express trust: (i) by mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Bondholders, and require the Issuer, the Bank or the Borrower to carry out any agreements with or for the benefit of the Owners of Bonds and to perform its or their duties under the Act, the Agreement, the Note, the Letter of Credit and this Indenture, provided that any such remedy may be taken only to the extent permitted under the applicable provisions of the Agreement, the Letter of Credit or this Indenture, as the case may be; (ii) bring suit upon the Bonds; or (iii) by action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Owners of Bonds. D. In the event that the Confirming Bank honors a draw by the Trustee under the terms of the Confirming Letter of Credit, all powers and remedies granted to and available to the Bank in this Indenture, the Bonds, and any related documents shall be deemed granted to and available to the Confirming Bank with the same full force and effect as if the Confirming Bank were the Bank.

Acceleration; Other Remedies. A. Upon the occurrence and continuance of (a) If an Event of Default (i) described in paragraph (aSection 8.01(a) or Section 8.01(b), (b)an Event of Default described in Section 8.01(d) hereof resulting from an “Event of Default” under Section 8.01(a) or Section 8.01(b) of the Loan Agreement; or an event of default under a Subsidiary Bond Guarantee resulting from a failure to pay principal of or interest on the Bonds, (c)has occurred and has not been cured or waived, (d), (e), (i)then the Trustee may, or (j) upon the written request of Section 9.01the Owners of not less than a majority in principal amount of the Bonds then Outstanding, the Trustee shall, or (ii) described in paragraph (f), (g) or (h) of Section 9.01, the Trustee shall at the written request of the Bank, by written notice by registered or certified mail to the Issuer, the Borrower, the Remarketing Agent Issuer and the BankCompany, declare the Bonds to be immediately due and payable, whereupon they shall, the Bonds shall without further action, become and be immediately due and payable, and interest thereon shall cease to accrue immediately upon such declaration of acceleration anything in this Indenture or in the Bonds to the contrary notwithstanding, and the Trustee shall give notice thereof to the Issuer, the Borrower, the Remarketing Agent and the Bank and, by Mail, Mail to all Owners of Outstanding Bonds. Upon any declaration of acceleration, the Trustee shall immediately exercise such rights as it may have under the Loan Agreement or the Subsidiary Bond Guarantees. If an Event of Default described in Section 8.01(d) hereof resulting from an “Event of Default” under Section 8.01(g) or 8.01(h) of the Loan Agreement involving the Company occurs, all unpaid principal of, premium, if any, and accrued and unpaid interest on the Bonds then outstanding will ipso facto become due and payable. B. Following the expiration of the term of the Letter of Credit the (b) The provisions of the preceding paragraph Section 8.02(a) hereof are subject further to the condition that if, after the principal of the Bonds shall have been so declared to be due and payable, payable and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall cause the Company to be deposited deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all Bonds Bonds, any unpaid purchase price and the principal of any and all Bonds which shall have become due otherwise than by reason of such declaration (with interest upon such principal and, to the extent permissible by law, on overdue installments of interest, at the rate per annum specified in then borne by the Bonds) and such amount as shall be sufficient to cover reasonable compensation and reimbursement of expenses payable to the Trustee, Trustee and all Events of Default hereunder (other than nonpayment of the principal of Bonds which shall have become due by said declaration declaration) shall have been remedied, then, in every such case, such Event of Default shall be deemed waived and such declaration and its consequences rescinded and annulled; provided, and the Trustee shall promptly give written notice of such waiverhowever, rescission or annulment to the Issuer, the Borrower, the Remarketing Agent and the Paying Agent, and shall give notice thereof by Mail to all Owners of Outstanding Bonds; but that no such waiver, rescission and annulment shall extend to or affect any other Event of Default or subsequent Event of Default or impair any right right, power or remedy consequent thereon. The provisions Trustee shall send notice of paragraph A are further subject any rescission to the condition that any waiver of any event of default under the Reimbursement Agreement or the Agreement and a rescission and annulment of its consequences shall constitute a waiver of the corresponding Event of Default under paragraph (e) or (g) of Section 9.01 hereof and a rescission and annulment of the consequences thereof. If notice of such event of default under the Reimbursement Agreement shall have been given by the Bank or any Confirming Bank as provided herein and if the Trustee shall thereafter have received notice from such Bank or Confirming Bank that such event of default shall have been waived, the Trustee shall promptly give written notice of such waiver, rescission or annulment to the Issuer, the Borrower, the Paying Agent and, prior to conversion to a Fixed Interest Rate, the Remarketing Agent and such Bank or Confirming Bank, as the case may be, and shall give notice thereof by Mail to all Owners of Outstanding Bonds; but no such waiver, rescission and annulment shall extend to or affect any subsequent Event of Default or impair any right or remedy consequent thereon. Anything to the contrary expressed or implied in this Indenture notwithstanding, the Trustee shall not waive any Event of Default unless and until it has received written notice from such Bank or Confirming Bank that gave notice of non-reinstatement that the Letter of Credit or Confirming Letter of Credit, as the case may be, has been reinstated in full (if a Letter of Credit and such Confirming Letter of Credit are then in effect). Notwithstanding anything contained herein, any even of default under Section 9.01(i) may not be waived under any circumstancesCompany. C. Subject to the provisions of Section 9.04, upon (c) Upon the occurrence and continuance of any Event of Default, then and in every such case the Trustee in its discretion discretion, may, and upon the written direction request of the Bank, or Owners of not less than twenty-five percent (25%) a majority in principal amount of the Bonds then Outstanding and receipt of indemnity to its satisfaction, shall, satisfaction (except against its own negligence or willful misconduct) shall in its own name and as the Trustee of an express trust: (i) by mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the BondholdersOwners under, and require the Issuer, the Bank Issuer or the Borrower Company to carry out any agreements with or for the benefit of the Owners of Bonds and to perform its or their duties under the Actunder, the AgreementBond Ordinance, the Note, the Letter of Credit Loan Agreement and this Indenture, provided that any such remedy may be taken only to the extent permitted under the applicable provisions of the Agreement, the Letter of Credit Loan Agreement or this Indenture, as the case may be; (ii) bring suit upon the Bonds; (iii) by action or suit in equity require the Issuer to account as if it were the trustee of an express trust for the Owners of Bonds; or (iiiiv) by action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Owners of Bonds. In exercising such rights and the rights given the Trustee under this Article VIII, the Trustee will take such action as, in the judgment of the Trustee applying the standards described in Section 9.17 hereof, would best serve the interests of the Bondholders. D. (d) The Trustee shall waive any Event of Default hereunder and its consequences and rescind any declaration of acceleration of principal upon the written request of the Owners of (i) a majority in principal amount of all Outstanding Bonds in respect of which default in the payment of principal or purchase price of or interest on the Bonds exists or (ii) a majority in principal amount of all Outstanding Bonds in the case of any other Event of Default; provided, however, that (x) there shall not be waived any Event of Default specified in Section 8.01(a) or Section 8.01(b) hereof unless prior to such waiver or rescission the Issuer shall have caused to be deposited with the Trustee a sum sufficient to pay all matured installments of interest upon all Bonds and the principal and purchase price of any and all Bonds which shall have become due otherwise than by reason of such declaration of acceleration (with interest upon such principal and, to the extent permissible by law, on overdue installments of interest, at the rate per annum then borne by the Bonds) and (y) no Event of Default shall be waived unless (in addition to the applicable conditions as aforesaid) there shall have been deposited with the Trustee such amount as shall be sufficient to cover reasonable compensation and reimbursement of expenses payable to the Trustee. In the event that the Confirming Bank honors a draw case of any waiver or rescission described above, or in case any proceeding taken by the Trustee under on account of any such Event of Default shall have been discontinued or concluded or determined adversely, then and in every such case the terms of the Confirming Letter of Credit, all powers and remedies granted to and available to the Bank in this IndentureIssuer, the Bonds, Trustee and any related documents the Owners of Bonds shall be deemed granted restored to their former positions and available rights hereunder, respectively; provided, further, that no such waiver or rescission shall extend to the Confirming Bank with the same full force and effect as if the Confirming Bank were the Bankany subsequent or other Event of Default, or impair any right consequent thereon.

Acceleration; Other Remedies. A. Upon the occurrence and continuance of (a) If an Event of Default (i) described in paragraph (aSection 8.0l(a) or Section 8.01(b) or an Event of Default described in Section 8.0l(d) hereof resulting from an “Event of Default” under Section 8.01(a), Section 8.01(c) or Section 8.01(e) of the Agreement (b)of which the Trustee shall have received notice or be deemed to have notice pursuant to the provisions of Section 9.05 hereof) has occurred and has not been cured or waived, (c), (d), (e), (i)then the Trustee may, or (j) upon the written request of Section 9.01the Owners of not less than a majority in principal amount of the Bonds then Outstanding, the Trustee shall, or (ii) described in paragraph (f), (g) or (h) of Section 9.01, the Trustee shall at the written request of the Bank, by written notice by registered or certified mail to the Issuer, the Borrower, the Remarketing Agent Issuer and the BankCompany, declare the Bonds to be immediately due and payable, whereupon they shall, the Bonds shall without further action, become and be immediately due and payable, and interest thereon shall cease to accrue immediately upon such declaration of acceleration anything in this Indenture or in the Bonds to the contrary notwithstanding, and the Trustee shall give notice thereof to the Issuer, the Borrower, the Remarketing Agent and the Bank and, by Mail, Mail to all Owners of Outstanding Bonds. Upon any declaration of acceleration, the Trustee shall immediately exercise such rights as it may have under the Agreement. B. Following the expiration of the term of the Letter of Credit the (b) The provisions of the preceding paragraph Section 8.02(a) are subject further to the condition that if, after the principal of the Bonds shall have been so declared to be due and payable, payable and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall cause the Company to be deposited deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all Bonds Bonds, any unpaid purchase price and the principal of any and all Bonds which shall have become due otherwise than by reason of such declaration (with interest upon such principal and, to the extent permissible by law, on overdue installments of interest, at the rate per annum specified in then borne by the Bonds) and such amount as shall be sufficient to cover reasonable compensation and reimbursement of expenses payable to the Trustee, Trustee and all Events of Default hereunder (other than nonpayment of the principal of Bonds which shall have become due by said declaration declaration) shall have been remedied, then, in every such case, such Event of Default shall be deemed waived and such declaration and its consequences rescinded and annulled; provided, and the Trustee shall promptly give written notice of such waiverhowever, rescission or annulment to the Issuer, the Borrower, the Remarketing Agent and the Paying Agent, and shall give notice thereof by Mail to all Owners of Outstanding Bonds; but that no such waiver, rescission and annulment shall extend to or affect any other Event of Default or subsequent Event of Default or impair any right right, power or remedy consequent thereon. The provisions Trustee shall send notice of paragraph A are further subject any rescission to the condition that any waiver of any event of default under the Reimbursement Agreement or the Agreement and a rescission and annulment of its consequences shall constitute a waiver of the corresponding Event of Default under paragraph (e) or (g) of Section 9.01 hereof and a rescission and annulment of the consequences thereof. If notice of such event of default under the Reimbursement Agreement shall have been given by the Bank or any Confirming Bank as provided herein and if the Trustee shall thereafter have received notice from such Bank or Confirming Bank that such event of default shall have been waived, the Trustee shall promptly give written notice of such waiver, rescission or annulment to the Issuer, the Borrower, the Paying Agent and, prior to conversion to a Fixed Interest Rate, the Remarketing Agent and such Bank or Confirming Bank, as the case may be, and shall give notice thereof by Mail to all Owners of Outstanding Bonds; but no such waiver, rescission and annulment shall extend to or affect any subsequent Event of Default or impair any right or remedy consequent thereon. Anything to the contrary expressed or implied in this Indenture notwithstanding, the Trustee shall not waive any Event of Default unless and until it has received written notice from such Bank or Confirming Bank that gave notice of non-reinstatement that the Letter of Credit or Confirming Letter of Credit, as the case may be, has been reinstated in full (if a Letter of Credit and such Confirming Letter of Credit are then in effect). Notwithstanding anything contained herein, any even of default under Section 9.01(i) may not be waived under any circumstancesCompany. C. Subject to the provisions of Section 9.04, upon (c) Upon the occurrence and continuance of any Event of Default, then and in every such case the Trustee in its discretion discretion, may, and upon the written direction request of the Bank, or Owners of not less than twenty-five percent (25%) a majority in principal amount of the Bonds then Outstanding and receipt of indemnity to its satisfaction, shall, satisfaction (except against its own negligence or willful misconduct) shall in its own name and as the Trustee of an express trust: (i) by mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the BondholdersOwners under, and require the Issuer, the Bank Issuer or the Borrower Company to carry out any agreements with or for the benefit of the Owners of Bonds and to perform its or their duties under under, the Act, the Agreement, the Notethis Indenture, the Letter of Credit Subordinate Mortgage, the Subordinate Security Agreement and this Indenturethe Subordination Agreement, provided that any such remedy may be taken only to the extent permitted under the applicable provisions of the Agreement, the Letter of Credit Agreement or this Indenture, as the case may be; (ii) bring suit upon the Bonds; (iii) by action or suit in equity require the Issuer to account as if it were the trustee of an express trust for the Owners of Bonds; or (iiiiv) by action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Owners of Bonds. In exercising such rights and the rights given the Trustee under this Article VIII, the Trustee will take such action as, in the judgment of the Trustee applying the standards described in Section 9.17, would best serve the interests of the Bondholders, taking into account the provisions of the Subordinate Mortgage and the Subordinate Security Agreement. D. (d) The Trustee shall waive any Event of Default hereunder and its consequences and rescind any declaration of acceleration of principal upon the written request of the Owners of (i) a majority in principal amount of all Outstanding Bonds in respect of which default in the payment of principal or purchase price of or interest on the Bonds exists or (ii) a majority in principal amount of all Outstanding Bonds in the case of any other Event of Default; provided, however, that (x) there shall not be waived any Event of Default specified in Section 8.01(a) or Section 8.01(b) hereof unless prior to such waiver or rescission the Issuer shall have caused to be deposited with the Trustee a sum sufficient to pay all matured installments of interest upon all Bonds and the principal and purchase price of any and all Bonds which shall have become due otherwise than by reason of such declaration of acceleration (with interest upon such principal and, to the extent permissible by law, on overdue installments of interest, at the rate per annum then borne by the Bonds) and (y) no Event of Default shall be waived unless (in addition to the applicable conditions as aforesaid) there shall have been deposited with the Trustee such amount as shall be sufficient to cover reasonable compensation and reimbursement of expenses payable to the Trustee. In the event that the Confirming Bank honors a draw case of any waiver or rescission described above, or in case any proceeding taken by the Trustee under on account of any such Event of Default shall have been discontinued or concluded or determined adversely, then and in every such case the terms of the Confirming Letter of Credit, all powers and remedies granted to and available to the Bank in this IndentureIssuer, the Bonds, Trustee and any related documents the Owners of Bonds shall be deemed granted restored to their former positions and available rights hereunder, respectively; provided, further that no such waiver or rescission shall extend to the Confirming Bank with the same full force and effect as if the Confirming Bank were the Bankany subsequent or other Event of Default, or impair any right consequent thereon.

Acceleration; Other Remedies. A. Upon the occurrence and continuance of (a) If an Event of Default (i) described in paragraph (aSection 8.01(a) or Section 8.01(b), (b)an Event of Default described in Section 8.01(d) hereof resulting from an “Event of Default” under Section 8.01(a) or Section 8.01(b) of the Loan Agreement; or an event of default under a Subsidiary Bond Guarantee resulting from a failure to pay principal of or interest on the Bonds, (c)has occurred and has not been cured or waived, (d), (e), (i)then the Trustee may, or (j) upon the written request of Section 9.01the Owners of not less than a majority in principal amount of the Bonds then Outstanding, the Trustee shall, or (ii) described in paragraph (f), (g) or (h) of Section 9.01, the Trustee shall at the written request of the Bank, by written notice by registered or certified mail to the Issuer, the Borrower, the Remarketing Agent Authority and the BankCompany, declare the Bonds to be immediately due and payable, whereupon they shall, the Bonds shall without further action, become and be immediately due and payable, and interest thereon shall cease to accrue immediately upon such declaration of acceleration anything in this Indenture or in the Bonds to the contrary notwithstanding, and the Trustee shall give notice thereof to the Issuer, the Borrower, the Remarketing Agent and the Bank and, by Mail, Mail to all Owners of Outstanding Bonds. Upon any declaration of acceleration, the Trustee shall immediately exercise such rights as it may have under the Loan Agreement or the Subsidiary Bond Guarantees. If an Event of Default described in Section 8.01(d) hereof resulting from an “Event of Default” under Section 8.01(g) or 8.01(h) of the Loan Agreement involving the Company occurs, all unpaid principal of, premium, if any, and accrued and unpaid interest on the Bonds then outstanding will ipso facto become due and payable. B. Following the expiration of the term of the Letter of Credit the (b) The provisions of the preceding paragraph Section 8.02(a) hereof are subject further to the condition that if, after the principal of the Bonds shall have been so declared to be due and payable, payable and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer Authority shall cause the Company to be deposited deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all Bonds Bonds, any unpaid purchase price and the principal of any and all Bonds which shall have become due otherwise than by reason of such declaration (with interest upon such principal and, to the extent permissible by law, on overdue installments of interest, at the rate per annum specified in then borne by the Bonds) and such amount as shall be sufficient to cover reasonable compensation and reimbursement of expenses payable to the Trustee, Trustee and all Events of Default hereunder (other than nonpayment of the principal of Bonds which shall have become due by said declaration declaration) shall have been remedied, then, in every such case, such Event of Default shall be deemed waived and such declaration and its consequences rescinded and annulled; provided, and the Trustee shall promptly give written notice of such waiverhowever, rescission or annulment to the Issuer, the Borrower, the Remarketing Agent and the Paying Agent, and shall give notice thereof by Mail to all Owners of Outstanding Bonds; but that no such waiver, rescission and annulment shall extend to or affect any other Event of Default or subsequent Event of Default or impair any right right, power or remedy consequent thereon. The provisions Trustee shall send notice of paragraph A are further subject any rescission to the condition that any waiver of any event of default under the Reimbursement Agreement or the Agreement and a rescission and annulment of its consequences shall constitute a waiver of the corresponding Event of Default under paragraph (e) or (g) of Section 9.01 hereof and a rescission and annulment of the consequences thereof. If notice of such event of default under the Reimbursement Agreement shall have been given by the Bank or any Confirming Bank as provided herein and if the Trustee shall thereafter have received notice from such Bank or Confirming Bank that such event of default shall have been waived, the Trustee shall promptly give written notice of such waiver, rescission or annulment to the Issuer, the Borrower, the Paying Agent and, prior to conversion to a Fixed Interest Rate, the Remarketing Agent and such Bank or Confirming Bank, as the case may be, and shall give notice thereof by Mail to all Owners of Outstanding Bonds; but no such waiver, rescission and annulment shall extend to or affect any subsequent Event of Default or impair any right or remedy consequent thereon. Anything to the contrary expressed or implied in this Indenture notwithstanding, the Trustee shall not waive any Event of Default unless and until it has received written notice from such Bank or Confirming Bank that gave notice of non-reinstatement that the Letter of Credit or Confirming Letter of Credit, as the case may be, has been reinstated in full (if a Letter of Credit and such Confirming Letter of Credit are then in effect). Notwithstanding anything contained herein, any even of default under Section 9.01(i) may not be waived under any circumstancesCompany. C. Subject to the provisions of Section 9.04, upon (c) Upon the occurrence and continuance of any Event of Default, then and in every such case the Trustee in its discretion discretion, may, and upon the written direction request of the Bank, or Owners of not less than twenty-five percent (25%) a majority in principal amount of the Bonds then Outstanding and receipt of indemnity to its satisfaction, shall, satisfaction (except against its own negligence or willful misconduct) shall in its own name and as the Trustee of an express trust: (i) by mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the BondholdersOwners under, and require the Issuer, the Bank Authority or the Borrower Company to carry out any agreements with or for the benefit of the Owners of Bonds and to perform its or their duties under under, the Act, the Agreement, the Note, the Letter of Credit Loan Agreement and this Indenture, provided that any such remedy may be taken only to the extent permitted under the applicable provisions of the Agreement, the Letter of Credit Loan Agreement or this Indenture, as the case may be; (ii) bring suit upon the Bonds; (iii) by action or suit in equity require the Authority to account as if it were the trustee of an express trust for the Owners of Bonds; or (iiiiv) by action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Owners of Bonds. In exercising such rights and the rights given the Trustee under this Article VIII, the Trustee will take such action as, in the judgment of the Trustee applying the standards described in Section 9.17 hereof, would best serve the interests of the Bondholders. D. (d) The Trustee shall waive any Event of Default hereunder and its consequences and rescind any declaration of acceleration of principal upon the written request of the Owners of (i) a majority in principal amount of all Outstanding Bonds in respect of which default in the payment of principal or purchase price of or interest on the Bonds exists or (ii) a majority in principal amount of all Outstanding Bonds in the case of any other Event of Default; provided, however, that (x) there shall not be waived any Event of Default specified in Section 8.01(a) or Section 8.01(b) hereof unless prior to such waiver or rescission the Authority shall have caused to be deposited with the Trustee a sum sufficient to pay all matured installments of interest upon all Bonds and the principal and purchase price of any and all Bonds which shall have become due otherwise than by reason of such declaration of acceleration (with interest upon such principal and, to the extent permissible by law, on overdue installments of interest, at the rate per annum then borne by the Bonds) and (y) no Event of Default shall be waived unless (in addition to the applicable conditions as aforesaid) there shall have been deposited with the Trustee such amount as shall be sufficient to cover reasonable compensation and reimbursement of expenses payable to the Trustee. In the event that the Confirming Bank honors a draw case of any waiver or rescission described above, or in case any proceeding taken by the Trustee under on account of any such Event of Default shall have been discontinued or concluded or determined adversely, then and in every such case the terms of the Confirming Letter of Credit, all powers and remedies granted to and available to the Bank in this IndentureAuthority, the Bonds, Trustee and any related documents the Owners of Bonds shall be deemed granted restored to their former positions and available rights hereunder, respectively; provided, further, that no such waiver or rescission shall extend to the Confirming Bank with the same full force and effect as if the Confirming Bank were the Bankany subsequent or other Event of Default, or impair any right consequent thereon.