Amendment without Consent. The Authority and the Borrower, with the consent of the Trustee with respect to Sections 8.1(f) and 8.1(g) hereof, but without the consent of the owners of any of the Outstanding Bonds, may enter into supplements or amendments to this Agreement for any of the purposes heretofore specifically authorized in this Agreement or the Indenture, and in addition thereto for the following purposes: (a) to cure any ambiguity or formal defect, inconsistency or provide omitted language in this Agreement or to clarify matters or questions arising hereunder; (b) to add covenants and agreements for the purpose of further securing the obligations of the Borrower hereunder; (c) to confirm as further assurance any mortgage or pledge of additional property, revenues, securities or funds; (d) to secure or maintain ratings on the Bonds from Xxxxx’x and/or S&P; (e) to describe more fully or to amplify or correct the description of any property financed under this Agreement or intended to be so or to amend or supplement Annex A to this Agreement in accordance with and subject to the conditions precedent set forth in Section 3.4 hereof; (f) to conform the provisions of this Agreement in connection with the provisions of any supplements or amendments to the Indenture entered into pursuant to the provisions of Section 10.1 thereof; (g) to provide any other modifications which are not prejudicial to the interests of the Bondholders; or (h) to conform the covenants and provisions of the Borrower contained herein to any different financial statement presentation required by the Financial Accounting Standard Board which is different than the presentation required as of the date of issuance of the Bonds, so long as the effect of such conformed covenants and provisions is substantially identical to the effect of the covenants and provisions as in effect on the date of issuance of the Bonds; provided, that with respect to any such supplement or amendment the Borrower provides the Trustee with an opinion of Bond Counsel as set forth in Section 8.4 as well as an opinion of Bond Counsel to the effect that any such amendment, change or modification to this Agreement will not materially adversely affect the Bondholders.
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Samples: Loan Agreement (Westlake Chemical Corp), Loan Agreement (Westlake Chemical Corp)
Amendment without Consent. The Authority Issuer and the Borrower, Borrower ------------------------- with the consent of the Trustee with respect to Sections 8.1(f) and 8.1(g) hereofthe Bank, but without the consent of the owners Owners of any of the Outstanding BondsBonds Outstanding, may enter into supplements or amendments to this Agreement and the Note which shall not be inconsistent with the terms and provisions hereof for any of the purposes heretofore specifically authorized in this Agreement or the Indenture, and in addition thereto for any one or more of the following purposes:
(a) so as to more precisely identify the Project or the Facilities, or to substitute or add additional improvements or equipment to the Protect, or additional rights or interests in property acquired in accordance with the terms of this Agreement;
(b) to cure any ambiguity or formal defect, inconsistency defect or provide omitted language omission in this Agreement or the Borrower's Note or, if required or otherwise appropriate, to clarify matters conform the provisions or questions arising hereunder;
(b) requirements of this Agreement or the Borrower's Note to add covenants and agreements for the purpose of further securing terms of, including any subsequent change therein, the obligations of the Borrower hereunderIndenture;
(c) to confirm enter into an indenture or indentures supplemental to the Indenture as further assurance any mortgage or pledge provided in Article VIII of additional property, revenues, securities or fundsthe Indenture;
(d) so as to secure obtain or maintain ratings from Moody's a securities rating on the Bonds of at least Xx0, XXXX-0 or P-1, or from Xxxxx’x and/or S&PS&P a securities rating on the Bonds of at least AA/A-1;
(e) by addition or deletion, to describe more fully conform to the requirements of or to amplify or correct the description of any property financed procedures authorized under this Agreement Agreement, to such additional requirements, limitations or intended prohibitions as may be made under the Code with respect to be so or to amend or supplement Annex A to this Agreement in accordance with obligations of the character of the Bonds, the use of proceeds of the Bonds and subject to investment earnings thereon and the conditions precedent set forth in Section 3.4 hereofconversion of the interest rate on the Bonds;
(f) by addition, to conform include covenants governing the provisions of this Agreement Borrower's financial affairs to the extent reasonably required in connection with the provisions Borrower's exercise of any supplements or amendments to the Indenture entered into pursuant to the provisions of Section 10.1 thereof;its Conversion Option; or
(g) to provide effect any other modifications which are change herein which, in the judgment of the Trustee, is not prejudicial to the interests prejudice of the Bondholders; or
(h) to conform Trustee or the covenants and provisions of the Borrower contained herein to any different financial statement presentation required by the Financial Accounting Standard Board which is different than the presentation required as of the date of issuance Owners of the Bonds, so long as the effect of such conformed covenants and provisions is substantially identical to the effect of the covenants and provisions as in effect on the date of issuance of the Bonds; provided, that with respect to any such supplement or amendment the Borrower provides the Trustee with an opinion of Bond Counsel as set forth in Section 8.4 as well as an opinion of Bond Counsel to the effect that any such amendment, change or modification to this Agreement will not materially adversely affect the Bondholders.
Appears in 1 contract
Samples: Loan Agreement (Epitaxx Inc)
Amendment without Consent. The Authority and the Borrower, with the consent of the Trustee with respect to Sections 8.1(f8.1(e) and 8.1(g8.1(f) hereof, but without the consent of the owners of any of the Outstanding Bonds, may enter into supplements or amendments to this Agreement for any of the purposes heretofore specifically authorized in this Agreement or the Indenture, and in addition thereto for the following purposes:
(a) to cure any ambiguity or formal defect, inconsistency or provide omitted language in this Agreement or to clarify matters or questions arising hereunder;
(b) to add covenants and agreements for the purpose of further securing the obligations of the Borrower hereunder;
(c) to confirm as further assurance any mortgage or pledge of additional property, revenues, securities or funds;
(d) to secure or maintain ratings on the Bonds from Xxxxx’x Moody’s and/or S&P;
(e) to describe more fully or to amplify or correct the description of any property financed under this Agreement or intended to be so or to amend or supplement Annex A to this Agreement in accordance with and subject to the conditions precedent set forth in Section 3.4 hereof;
(f) to conform the provisions of this Agreement in connection with the provisions of any supplements or amendments to the Indenture entered into pursuant to the provisions of Section 10.1 thereof;
(gf) to provide any other modifications which are not prejudicial to the interests of the Bondholders; or
(hg) to conform the covenants and provisions of the Borrower contained herein to any different financial statement presentation required by the Financial Accounting Standard Board which is different than the presentation required as of the date of issuance of the Bonds, so long as the effect of such conformed covenants and provisions is substantially identical to the effect of the covenants and provisions as in effect on the date of issuance of the Bonds; provided, that with respect to any such supplement or amendment the Borrower provides (i) the Trustee with an opinion of Bond Counsel as set forth in Section 8.4 as well as an opinion of Bond Counsel to the effect that any such amendment, change or modification to this Agreement will not materially adversely affect the Bondholders, and (ii) the execution of the supplement or amendment is authorized or permitted by this Agreement and that all conditions precedent have been complied with.
Appears in 1 contract
Amendment without Consent. The Authority and the Borrower, with Without the consent of the Trustee with respect to Sections 8.1(f) and 8.1(g) hereof, but without the consent any holders of the owners Securities of a Series, the Republic and the Fiscal Agent, at any time and from time to time, may modify, amend, change or waive any terms of the Outstanding BondsSecurities of such Series or, may enter into supplements or amendments to insofar as concerns the Securities of such Series, this Agreement Agreement, for any of the purposes heretofore specifically authorized in this Agreement or the Indenture, and in addition thereto for the following purposes:
(a) to cure any ambiguity or formal defect, inconsistency or provide omitted language in this Agreement or to clarify matters or questions arising hereunder;
(bi) to add to the covenants and agreements of the Republic for the purpose of further securing the obligations benefit of the Borrower hereunder;holders of all or any Series of Securities (and if such covenants are to be for the benefit of less than all Series of Securities, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any right or power conferred upon the Republic herein or in the Securities of any such Series; or
(cii) to confirm add to or change any of the provisions of the Securities and this Agreement to such extent as further assurance any mortgage shall be necessary to permit or pledge facilitate the issuance of additional propertySecurities in bearer form, revenuesregistrable or not registrable as to principal, securities and with or funds;without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or
(diii) to secure the Securities pursuant to the terms of the Securities or maintain ratings on the Bonds from Xxxxx’x and/or S&P;otherwise; or
(eiv) to describe more fully establish the form or to amplify or correct the description terms of Securities of any property financed under this Agreement or intended Series as permitted by Sections 1(b) and (c); or
(v) to be so or to amend or supplement Annex A to this Agreement in accordance evidence and provide for the acceptance of appointment hereunder by a successor Fiscal Agent with and subject respect to the conditions precedent set forth in Section 3.4 hereof;
(f) Securities of one or more Series and to conform add to or change any of the provisions of this Agreement in connection with as shall be necessary to provide for or facilitate the provisions performance of any supplements or amendments to the Indenture entered into duties hereunder by more than one Fiscal Agent, pursuant to the provisions requirements of Section 10.1 thereof;
(g) to provide any other modifications which are not prejudicial to the interests of the Bondholders8(c); or
(hvi) to conform the covenants and cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provisions of the Borrower contained herein herein, or to make any different financial statement presentation required by the Financial Accounting Standard Board which is different than the presentation required as of the date of issuance of the Bonds, so long as the effect of such conformed covenants and other provisions is substantially identical to the effect of the covenants and provisions as in effect on the date of issuance of the Bonds; provided, that with respect to any matters or questions arising under the Securities or this Agreement, provided that such supplement or amendment the Borrower provides the Trustee with an opinion of Bond Counsel as set forth in Section 8.4 as well as an opinion of Bond Counsel to the effect that any such amendment, change or modification action pursuant to this Agreement will not materially adversely affect the Bondholders.clause
Appears in 1 contract
Samples: Fiscal Agency Agreement