Waivers of Events of Default. The Trustee may in its discretion waive any Event of Default hereunder and its consequences and rescind any declaration of maturity of principal, and shall do so upon the written request of (a) the holders of (i) a majority in aggregate principal amount of all the Bonds then outstanding in respect of which an Event of Default in the payment of principal or interest exists, or (ii) a majority in aggregate principal amount of all Bonds then outstanding in case of any other default or Event of Default, and (b) prior to the Expiration Date of the Letter of Credit, the Bank; provided, however, that there shall not be waived any Event of Default after the Trustee has drawn on the Letter of Credit to provide funds for the payment of the principal of, and the interest on, the Bonds called for redemption pursuant to Section 1102; and there shall not be waived (A) an Event of Default in respect of any failure in the payment of the principal of any outstanding Bonds when due, whether at the date of maturity specified therein, by acceleration or by call for redemption, or (B) an Event of Default in respect of any failure in the payment when due of the interest on any such Bonds unless prior to such waiver or rescission, all arrears of payments of principal, redemption premium and interest (with interest to the extent permitted by law at the rate borne by the Bonds in respect of which such failure shall have occurred on overdue installments of interest), as the case may be, and all expenses of the Trustee, in connection with such Event of Default, shall have been paid or provided for. In case of any such waiver or rescission or in case any proceeding taken by the Trustee on account of any such Event of Default shall have been discontinued or abandoned or determined adversely, then and in every such case the Issuer, the Trustee, the Bank and the bondholders shall be restored to their former positions and rights hereunder, respectively, but no such waiver or rescission shall extend to any subsequent or other Event of Default, or impair any right consequent thereon.
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Waivers of Events of Default. The Trustee may in its discretion waive any Event of Default hereunder and its consequences and rescind any declaration of maturity of principal, and shall do so upon the written request of (a) the holders of (i) a majority in aggregate principal amount of all the Bonds then outstanding in respect of which an Event of Default in the payment of principal or interest exists, or (ii) a majority in aggregate principal amount of all Bonds then outstanding in case of any other default or Event of Default, Default and (b) prior to the Expiration Date of the Letter of Creditcredit, the Bank; provided, however, that there shall not be waived any Event of Default after the Trustee has drawn on the Letter of Credit to provide funds for the payment of the principal of, of and interest on the interest on, the Project Bonds called for redemption pursuant to Section 1102section 8.02 of this Indenture; and there shall not be waived (Aa) an Event of Default in respect of any failure in the payment of the principal of any outstanding Bonds when due, whether at the date of maturity specified therein, by acceleration or by call for redemption, redemption or (Bb) an Event of Default in respect of any failure in the payment when due of the interest on any such Bonds unless prior to such waiver or rescission, all arrears of payments of principal, redemption premium and interest (with interest to the extent permitted by law at the rate borne by the Bonds in respect of which such failure shall have occurred on overdue installments of interest), as the case may be, and all expenses of the Trustee, in connection with such Event of Default, shall have been paid or provided for. , In case of any such waiver or rescission or in case any proceeding taken by the Trustee on account of any such Event of Default shall have been discontinued or abandoned or determined adversely, then and in every such case the Issuer, the Trustee, the Bank and the bondholders Bondholders shall be restored to their former positions and rights hereunder, hereunder respectively, but no such waiver or rescission shall extend to any subsequent or other Event of Default, or impair any right consequent thereon.
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Waivers of Events of Default. The Subject to the next paragraph and to the last two paragraphs of Section 9.03, which shall apply at all times while the Bonds are secured by a Letter of Credit or Bond Insurance, the Trustee may in its discretion waive any Event of Default hereunder and rescind its consequences and rescind any declaration of maturity of principal, and shall do so upon the written request of (a) the holders Owners of (i) a majority in aggregate principal amount of all the Bonds then outstanding in respect of which an Event of Default in the payment of principal or interest exists, or (ii) not less than a majority in aggregate principal amount of all Bonds then outstanding in case of any other default or Event of Default, and (b) prior to the Expiration Date of the Letter of Credit, the BankOutstanding; provided, however, that there shall not be waived any Event of Default after the Trustee has drawn on the Letter of Credit to provide funds for in the payment of the principal of, and the interest or premium on, the any Outstanding Bonds called for redemption pursuant to Section 1102; and there shall not be waived when due (A) an whether at maturity or by redemption), or any Event of Default in respect of any failure in the payment of the principal of any outstanding Bonds when due, whether at the date of maturity specified therein, by acceleration or by call for redemption, or (B) an Event of Default in respect of any failure in the payment when due of the interest on any such Bonds Bonds, unless prior to such waiver or and rescission, all arrears of payments principal of principal, redemption premium and interest (with upon such Bonds, and interest to the extent permitted by law on overdue principal at the rate borne by the Bonds in respect of on the date on which such failure shall have occurred on overdue installments of interest), as the case may beprincipal became due and payable, and all arrears of premium, if any, when due, together with the reasonable expenses of the TrusteeTrustee and of the Owners of such Bonds, in connection with such Event of Defaultincluding reasonable attorneys’ fees paid or incurred, shall have been paid or provided for; provided further, there shall not be waived any Event of Default in the payment when due of any purchase prices of any Bonds pursuant to Article IV hereof, unless prior to such waiver and rescission all arrears of such purchase prices, together with reasonable expenses of the Trustee and of the Owners of such Bonds, including reasonable attorneys’ fees paid or incurred, shall have been paid or provision therefor made; provided further that no waiver of an Event of Default set forth in Section 9.02 and Section 9.03 may become effective unless the Trustee has received written notice from the Bank that the Letter of Credit has been fully reinstated and is in full force and effect and that the notice from the Bank declaring an event of default under the Reimbursement Agreement has been rescinded by the Bank. In the case of any such waiver or rescission and rescission, or in case any proceeding taken by the Trustee on account of any such Event of Default default shall have been discontinued or abandoned or determined adversely, then and in every such case the Issuer, the Trustee, the Bank Trustee and the bondholders Bondholders shall be restored to their former positions and rights hereunder, respectively, but no such waiver or and rescission shall extend to any subsequent or other Event of Defaultdefault, or impair any right consequent thereon. All waivers under this Indenture shall be in writing and a copy thereof shall be delivered to the Issuer, the Borrower, the Remarketing Agent and the Auction Agent. The provisions of Sections 9.01 and 9.02 hereof are subject to the conditions that if, after the principal of all Bonds then Outstanding shall have been declared to be due and payable, all arrears of principal of and interest upon such Bonds, and the premium, if any, on all Bonds then Outstanding which shall have become due and payable otherwise than by acceleration, and all other sums payable under this Indenture, except the principal of, and interest on, the Bonds which by such declaration shall have become due and payable, shall have been paid by or on behalf of the Issuer, together with the reasonable expenses of the Trustee and of the Owners of such Bonds, including reasonable attorneys’ fees paid or incurred, and if no other defaults shall have occurred and be continuing, and, to the extent that a Letter of Credit is then in effect, the amount available for interest draws under such Letter of Credit shall have been reinstated by the Bank in writing, then and in every such case, the Trustee shall, with the consent of the Bank or the Bond Insurer, as applicable (except in the event of a Bank Default or an Insurer Default), annul such declaration of maturity and its consequences, which waiver and annulment shall be binding upon all Holders of Bonds; but no such waiver, rescission and annulment shall extend to or affect any subsequent default or impair any right or remedy consequent thereon. In the case of any such annulment, the Borrower, the Issuer, the Trustee and the Holders of the Bonds shall be restored to their former positions and rights under this Indenture. All waivers and annulments under this Indenture shall be in writing and a copy thereof shall be delivered to the Issuer, the Bond Insurer, the Bank, the Borrower, the Remarketing Agent and the Auction Agent, as applicable.
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Waivers of Events of Default. The Subject to prior written notice to and prior written consent of the Issuer, the Trustee may in its discretion waive any Event of Default hereunder and its consequences and rescind any declaration of maturity of principalprincipal of and interest on the Bonds, and shall do so upon the written request of (a) the holders owners of (i) the sum of a majority in aggregate principal amount of all the Bonds then outstanding Outstanding in respect of which an Event of Default in the payment of principal or interest default exists, or (ii) a majority in aggregate principal amount of all Bonds then outstanding in case of any other default or Event of Default, and (b) prior to the Expiration Date of the Letter of Credit, the Bank; provided, however, that there shall not be waived (i) any Event of Default after the Trustee has drawn on the Letter of Credit to provide funds for the payment of the principal of, and the interest on, the Bonds called for redemption pursuant to Section 1102; and there shall not be waived (A) an Event of Default in respect of any failure in the payment of the principal of or premium on any outstanding Outstanding Bonds when due, whether at the date of maturity specified therein, by acceleration or by call for redemptionredemption thereof, or (B) an Event of Default in respect of any failure default in the payment when due of the interest on any such Bonds Bonds, unless prior to such waiver or rescission, all arrears of interest or all arrears of payments of principalprincipal and premium, redemption premium and interest if any (with interest upon such principal and premium, if any, at a rate which shall be 1 percent per annum above the highest rate of interest borne by any Bond during the 365 days prior to the extent date on which such principal and premium, if any, were due or the maximum rate permitted by law at the if less than such rate borne by the Bonds in respect of which such failure shall have occurred on overdue installments of interest), as the case may be, aforesaid) and all expenses of the Trustee, and all amounts to be paid to the Issuer hereunder and under the Loan Agreement, in connection with such Event of Default, default shall have been paid or provided forfor or (ii) any default in the payment of amounts set forth in Section 5.1(d) of the Loan Agreement. In case of any such waiver or rescission rescission, or in case any proceeding proceedings taken by the Trustee on account of any such Event of Default default shall have been discontinued or abandoned or determined adverselyadversely to the Trustee, then and in every such case the Issuer, the Trustee, the Bank and the bondholders Bondholders shall be restored to their former positions and rights hereunder, respectively, but no such waiver or rescission shall extend to or affect any subsequent or other Event of Defaultdefault, or impair any right rights or remedies consequent thereon.
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Waivers of Events of Default. The Trustee may in its discretion shall waive any Event of Default hereunder and its consequences and rescind any declaration of maturity of principal, and shall do so principal upon the written request of (a) the holders Owners of (i) a majority in aggregate principal amount of all the Bonds then outstanding in respect of which an Event of Default in the payment of principal or interest exists, or (ii) a majority in aggregate principal amount of all Bonds then outstanding in case of any other default or Event of Default, and (b) prior to the Expiration Date of the Letter of Credit, the BankOutstanding; provided, however, provided that there shall not be waived without the written consent of the Owners of all the Bonds Outstanding (a) any Event of Default after the Trustee has drawn on the Letter of Credit to provide funds for the payment of the principal of, and the interest on, the Bonds called for redemption pursuant to Section 1102; and there shall not be waived (A) an Event of Default in respect of any failure in the payment of the principal of any outstanding Outstanding Bonds when dueat their maturity, whether at upon the date redemption (including as a result of maturity specified thereinacceleration) or tender thereof, by acceleration (b) any Event of Default under Section 801(e) or by call for redemption(g) hereof (but, with respect to paragraph (g), only with respect to a default under Section 801(e) of the Series 1994B Indenture) unless the Credit Enhancer shall have given written notice to the Trustee that the Credit Facility has been reinstated in full, or (Bc) an any Event of Default in respect of any failure in the payment when due of the interest on any such Bonds unless unless, prior to such waiver or rescission, all arrears of payments of principalinterest, redemption premium and with interest (with interest to the extent permitted by law law) at the rate borne by the Bonds on overdue installments of interest in respect of which such failure default shall have occurred on overdue installments occurred, or all arrears of interest)payments of principal when due, as the case may be, and all expenses of the Trustee, Trustee in connection with such Event of Default, Default shall have been paid or provided for; provided further that there shall not be waived without the written consent of the Credit Enhancer any Event of Default under Section 801(e)(ii) or (g) hereof (but, with respect to paragraph (g), only with respect to a default under Section 801(e)(ii) of the Series 0000X Xxxxxxxxx); and provided further that no Event of Default shall be waived without the written consent of the Credit Enhancer if it has honored all its obligations under the Credit Facility. In case of any such waiver or rescission rescission, or in case any proceeding taken by the Trustee on account of any such Event of Default shall have been discontinued or abandoned or determined adversely, then and in every such case the Issuer, the Borrower, the Trustee, the Bank Bondowners and the bondholders Credit Enhancer shall be restored to their former positions positions, rights and rights obligations hereunder, respectively, but no such waiver or rescission shall extend to any subsequent or other Event of Defaultdefault, or impair any right consequent thereon.
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Waivers of Events of Default. The Trustee may in may, at its discretion discretion, waive any Event of Default hereunder and its consequences and rescind any declaration of maturity of principaland, and notwithstanding anything to the contrary in Section 6.02 hereof, shall do so upon the written request of (a) the holders Owners of (i) not less than a majority in aggregate principal amount of all the Outstanding Bonds then outstanding in respect of which an Event of Default in the payment of principal or interest any Debt Service Requirements of the Bonds exists, or (ii) not less than a majority in aggregate principal amount of all Outstanding Bonds then outstanding in the case of any other default or Event of Default, and (b) prior to the Expiration Date of the Letter of Credit, the Bank; provided, however, that there shall not be waived any Event of Default after the Trustee has drawn on the Letter of Credit to provide funds for the payment of the principal of, and the interest on, the Bonds called for redemption pursuant to Section 1102; and there shall not be waived (A) an Event of Default in respect of any failure in the payment of the principal Debt Service Requirements of any outstanding Bonds when due, whether at the date of maturity specified therein, by acceleration or by call for redemption, or (B) an Event of Default in respect of any failure in the payment when due of the interest on any such Outstanding Bonds unless prior to such waiver or rescission, all arrears of payments of principal, redemption premium principal and interest (with interest to the extent permitted by law at the rate borne by the Bonds in respect of which such failure shall have occurred on overdue installments of interest), as the case may be, and all fees and expenses of the Trustee, Trustee in connection with such Event of DefaultDefault or otherwise in connection with the performance of the Trustee’s duties hereunder, shall have been paid or provided for. In case of any such waiver or rescission or in case any proceeding taken by rescission, the District, the Trustee on account of any such Event of Default shall have been discontinued or abandoned or determined adversely, then and in every such case the Issuer, the Trustee, the Bank and the bondholders Owners of the Bonds shall be restored to their former positions and rights hereunder, respectively, but no such waiver or rescission shall extend to any subsequent or other Event of Default, Default or impair any right consequent thereon. Notice of Defaults Under Section 6.01(c); Opportunity of District to Cure Such Defaults. Anything herein to the contrary notwithstanding, no default under Section 6.01(c) hereof shall constitute an Event of Default until actual notice of such default by registered or certified mail shall be given to the District by the Trustee or by the Owners of not less than 25% in aggregate principal amount of all Outstanding Bonds, and the District shall have had 30 days after receipt of such notice to correct said default or cause said default to be corrected, and shall not have corrected said default or caused said default to be corrected within the applicable period; provided, however, if said default is such that it cannot be corrected within the applicable period, it shall not constitute an Event of Default if corrective action is instituted by the District within the applicable period and diligently pursued until the default is corrected.
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Samples: Indenture of Trust
Waivers of Events of Default. The Trustee may in its discretion waive any Event of Default hereunder that has been remedied and any Event of Default (and its consequences consequences) relating to a default in the performance or observance of any covenant, agreement or condition contained in the Indenture, or a breach of a representation or warranty made by the Issuer in the Indenture or in any certificate or report furnished under the Indenture, or the occurrence of any "event of default" under the contracts and rescind related documents governing the transfer and servicing of the Loans and other matters relating to the issuance of the Notes. The Trustee may waive any declaration other Event of maturity of principal, Default that has occurred and shall do so is continuing only upon the written request of (a) the holders of (i) a majority in aggregate principal amount of all the Bonds then outstanding in respect of which an Event of Default in the payment of principal or interest exists, or (ii) a majority in aggregate principal amount of all Bonds then outstanding in case of any other default or Event of Default, and (b) prior to the Expiration Date of the Letter of Credit, the BankRequired Noteholders; provided, however, that there shall not be waived (x) any Event of Default after the Trustee has drawn on the Letter of Credit to provide funds for the payment of the principal of, and the interest on, the Bonds called for redemption pursuant to Section 1102; and there shall not be waived (A) an Event of Default in respect of any failure in the payment of the principal of any outstanding Bonds Notes when due, whether at the date of maturity specified therein, by acceleration or by call for redemption, due or (By) an Event of Default in respect of any failure default in the payment when due of the interest on any such Bonds unless Notes unless, prior to such waiver or rescission, all arrears of interest or all arrears of payments of principalprincipal when due, redemption premium and interest (with interest on overdue principal and, to the extent permitted by law applicable law, interest at the rate borne by the Bonds in respect of which such failure shall have occurred on overdue installments of interest), as the case may beApplicable Remittance Rate, and all expenses of the Trustee, Trustee in connection with such Event of Default, Default shall have been paid or provided for. In , and in case of any such waiver or rescission rescission, or in case any proceeding proceedings taken by the Trustee on account of any such Event of Default shall have been discontinued or abandoned or determined adversely, then and in every such case the Issuer, the Trustee, the Bank Trustee and the bondholders Noteholders shall be restored to their former positions and rights hereunder, respectively, but no such waiver or rescission shall extend to any subsequent or other Event of Default, Default or impair any right consequent thereon.. Any waivers made by the Trustee pursuant to this Section shall be in writing and shall specify the nature of the Event of Default and the effective date of the waiver and the Trustee shall send a copy of all such waivers to the Noteholders and the Rating Agency. TRUST INDENTURE - Page 38 ARTICLE X
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Waivers of Events of Default. The Trustee may may, in its discretion ------------ ---------------------------- discretion, waive any an Event of Default hereunder under Section 1001(c) of this Indenture and its consequences and rescind any declaration acceleration of maturity of principalprincipal of, and interest on, the Bonds, and shall do so upon at the written request of (a) the holders registered owners of (i) a majority in aggregate principal amount of all the Bonds then outstanding in respect outstanding; provided, however, that
(a) There shall not be waived without the consent of which an Event of Default in the payment of principal or interest exists, or (ii) a majority in aggregate principal amount Bondholders of all Bonds then outstanding in case of any other default or Event of Default, and (bi) prior to the Expiration Date of the Letter of Credit, the Bank; provided, however, that there shall not be waived any Event of Default after the Trustee has drawn on the Letter of Credit to provide funds for the payment of the principal of, and the interest on, the Bonds called for redemption pursuant to Section 1102; and there shall not be waived (A) an Event of Default in respect of any failure in the payment of the principal of any outstanding Outstanding Bonds when due, (whether at the date of maturity specified thereinmaturity, by acceleration upon redemption, purchase or by call for redemptionotherwise), or (Bii) an Event of Default in respect of any failure default in the payment when due of the interest on any such Bonds unless prior to Bonds, unless, before such waiver or rescission, all arrears of payments of principal, redemption premium and interest :
(with interest to the extent permitted by law at the rate borne by the Bonds in respect of which such failure shall have occurred on overdue installments of interest), as the case may be, and all expenses of the Trustee, in connection with such Event of Default, 1) there shall have been paid or provided for. In for in Available Moneys all arrearages of interest in respect of which such default shall have occurred, all arrearages of principal and all expenses of the Trustee in connection with such default, and
(2) in case of any such waiver or rescission or in the case of any discontinuance, abandonment or adverse determination of any proceeding taken by the Trustee on account of any such Event of Default shall have been discontinued or abandoned or determined adverselydefault, then and in every such case the Issuer, the Trustee, the Bank Letter of Credit Issuer, and the bondholders Bondholders shall be restored to their former positions and rights hereunder, hereunder respectively, but no such waiver or rescission .
(b) No acceleration of maturity under Section 1002 made at the request of the registered owners of not less than 25% in aggregate principal amount of Bonds then Outstanding shall extend to any subsequent or other be rescinded unless requested by the Bondholders of a majority in aggregate principal amount of Bonds then Outstanding.
(c) No Event of DefaultDefault may be waived after a draw by the Trustee on the Letter of Credit, or impair any right consequent thereonunless the Letter of Credit is reinstated in full.
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Waivers of Events of Default. The Trustee may in its discretion waive any Event event of Default default hereunder and its consequences and rescind any declaration acceleration of maturity principal of principaland interest on the Bonds, and shall do so upon the written request of (a) the holders owners of (i1) a majority in aggregate principal amount of all the Bonds then outstanding in respect of which an Event of Default default in the payment of principal and premium, if any, and interest, or interest any of them, exists, or (ii2) a majority in aggregate principal amount of all the Bonds then outstanding in the case of any other default or Event of Default, and (b) prior to the Expiration Date of the Letter of Credit, the Bankdefault; provided, however, that there shall not be waived any Event event of Default after the Trustee has drawn on the Letter of Credit to provide funds for the payment of the principal of, and the interest on, the Bonds called for redemption pursuant to Section 1102; and there shall not be waived (A) an Event of Default in respect of any failure default in the payment of the principal of or premium on any outstanding Bonds when due, due (whether at the date of maturity specified therein, by acceleration or by call for upon redemption), or (B) an Event any event of Default in respect of any failure default in the payment when due of the interest on any such Bonds Bonds, unless prior to such waiver or rescission, and rescission all arrears of payments of principal, redemption premium principal and interest (with interest to the extent permitted by law at the rate borne by the Bonds in respect of which such failure shall have occurred on overdue principal and (to the extent permitted by law) on overdue installments of interest), as the case may beinterest and all arrears of premium, and all expenses of the Trustee, Trustee in connection with such Event of Defaultdefault, shall have been paid or provided for. In the case of any such waiver or rescission rescission, or in case any proceeding taken by the Trustee on account of any such Event of Default default shall have been discontinued or abandoned or determined adversely, then and in every such case the Issuer, the Trustee, the Bank Trustee and the bondholders Bondholders shall be restored to their former positions positions, rights and rights hereunder, obligations hereunder respectively, but no such waiver or rescission shall extend to any subsequent or other Event of Defaultdefault, or impair any right consequent thereon. All waivers under this Indenture shall be in writing and a copy thereof shall be delivered to the Issuer. Notice of Defaults under Section 901(c); Opportunity of the Company to Cure Defaults. Anything herein to the contrary notwithstanding, no default under Section 901(c) hereof shall constitute an event of default until actual notice of such default by registered or certified mail shall be given to the Issuer and the Company by the Trustee or by the owners of not less than a majority in aggregate principal amount of all Bonds outstanding, and the Issuer and the Company shall have had 30 days after receipt of such notice to correct said default or cause said default to be corrected, and shall not have corrected said default or caused said default to be corrected within the applicable period; provided, however, if said default be such that it cannot be corrected within the applicable period, it shall not constitute an event of default if corrective action is instituted within the applicable period and diligently pursued until the default is corrected, but in no event more than 90 days after receipt of such notice. With regard to any default concerning which notice is given to the Issuer and the Company under the provisions of this Section, the Issuer hereby grants the Company full authority for account of the Issuer to perform or observe any covenant or obligation alleged not to have been performed or observed, in the name and stead of the Issuer with full power to do any and all things and acts to the same extent that the Issuer could do in order to remedy such default.
Appears in 1 contract
Samples: Indenture of Trust (Intrepid Technology & Resources, Inc.)
Waivers of Events of Default. The Trustee may in its discretion shall waive any Event of Default hereunder and its consequences and rescind any declaration acceleration of maturity of principal, and shall do so principal upon the written request of (a) the holders a Majority of (i) a majority in aggregate principal amount of all the Bonds then outstanding in respect of which an Event of Default Holders in the payment of principal or interest exists, or (ii) a majority in aggregate principal amount of all Bonds then outstanding in case of any other default or Event of Default, and (b) prior to the Expiration Date of the Letter of Credit, the Bank; provided, however, that there shall not be waived waived
(a) any Event of Default after the Trustee has drawn on the Letter of Credit pertaining to provide funds for the payment of the principal of, and the interest on, the Bonds called for redemption pursuant to Section 1102; and there shall not be waived (A) an Event of Default in respect of any failure in the payment of the principal of any outstanding Series 2017 Bonds when due, whether at the its maturity date of or redemption date prior to maturity specified therein, by acceleration or by call for redemption, or (Bincluding any mandatory sinking fund redemption date),
(b) an any Event of Default in respect of any failure in pertaining to the payment when due of the interest on any such Bonds Series 2017 Bonds, or
(c) 5any Act of Bankruptcy, insolvency proceedings, liquidation, dissolution, or reorganization, unless prior to such waiver or rescission, all arrears of payments of principalinterest, redemption premium and with interest (with interest to the extent permitted by law law) at the rate per annum borne by the Series 2017 Bonds in respect of which such failure Event of Default shall have occurred on overdue installments of interest), as the case may be, and all expenses of the Trustee, Trustee in connection with such Event of Default, shall have been paid or provided for. In , and in case of any such waiver or rescission rescission, or in case any proceeding taken by the Trustee on account of any such Event of Default shall have been discontinued or abandoned or determined adversely, then and in every such case the Issuer, the Trustee, the Bank Obligated Group, and the bondholders Bondholders shall be restored to their former positions and rights hereunder, respectively, but no such waiver or rescission shall extend to any subsequent or other Event event of Defaultdefault, or impair any right consequent thereon. The Trustee shall not have any discretion to waive any Event of Default hereunder and its consequences except in the manner and subject to the terms expressed above.
Appears in 1 contract
Samples: Trust Indenture
Waivers of Events of Default. The So long as no Event of Default has occurred and is then continuing under Section 6.01(b) hereof, the Trustee may in its discretion shall waive any Event of Default hereunder and its consequences and rescind any declaration of maturity of principalprincipal of, premium, if any, and interest on the Bonds only upon the written direction of the Credit Facility Provider. If there shall do so have occurred and is then continuing an Event of Default under Section 6.01(b) hereof, the Trustee shall waive any Event of Default hereunder and its consequences and rescind any declaration of maturity of principal of, premium, if any, and interest on the Bonds upon the written request of (a) the holders Holders of (i) a majority in aggregate principal amount 100% of all the Bonds then outstanding in Outstanding with respect of to which an Event of Default in the payment of principal or interest exists, or (ii) there is a majority in aggregate principal amount of all Bonds then outstanding in case of any other default or Event of Default, and (b) prior to the Expiration Date of the Letter of Credit, the Bankdefault; provided, however, that there shall not be waived (a) any Event of Default after the Trustee has drawn on the Letter of Credit to provide funds for the payment of the principal of, and the interest on, the Bonds called for redemption pursuant to Section 1102; and there shall not be waived (A) an Event of Default in respect of any failure in the payment of the principal of any outstanding Bonds when due, whether (other than Purchased Bonds) at the date of maturity specified therein, by acceleration or by call upon proceedings for redemption, mandatory redemption or (B) an Event of Default in respect the Purchase Price of any failure Bonds (other than Purchased Bonds), (b) any default in the payment when due of the interest or premium on any such Bonds (other than Purchased Bonds), unless prior to such waiver or rescission, rescission all arrears of payments of principalinterest, redemption premium and with interest (with interest to the extent permitted by law law) at the rate borne by the Bonds in respect of which such failure default shall have occurred on overdue installments of interest)interest or all arrears of payments of principal or premium, if any, when due (whether at the stated maturity thereof or upon proceedings for mandatory redemption) as the case may be, and all expenses of the Trustee, Trustee in connection with such Event of Default, default shall have been paid or provided for. In , and in case of any such waiver or rescission rescission, or in case any proceeding taken by the Trustee on account of any such Event of Default default shall have been discontinued or abandoned or determined adversely, then and in every such case the Issuer, the Trustee, the Bank Credit Facility Provider and the bondholders Bondholders shall be restored to their former positions and rights hereunder, respectively, but no such waiver or rescission shall extend to any subsequent or other Event of Defaultdefault, or impair any right consequent thereonthereto.
Appears in 1 contract
Samples: Trust Indenture
Waivers of Events of Default. The Subject to the next paragraph and to the last two paragraphs of Section 9.03, which shall apply at all times with respect to any Bonds then secured by a Letter of Credit or Bond Insurance, the Trustee may in its discretion waive any Event of Default hereunder and rescind its consequences and rescind any declaration of maturity of principal, and shall do so upon the written request of (a) the holders Owners of (i) a majority in aggregate principal amount of all the Bonds then outstanding in respect of which an Event of Default in the payment of principal or interest exists, or (ii) not less than a majority in aggregate principal amount of all Bonds then outstanding in case of any other default or Event of Default, and Outstanding (b) prior to but only with the Expiration Date consent of the Letter of Credit, the BankBond Insurer); provided, however, that there shall not be waived any Event of Default after the Trustee has drawn on the Letter of Credit to provide funds for in the payment of the principal of, and the interest or premium on, the any Outstanding Bonds called for redemption pursuant to Section 1102; and there shall not be waived when due (A) an whether at maturity or by redemption), or any Event of Default in respect of any failure in the payment of the principal of any outstanding Bonds when due, whether at the date of maturity specified therein, by acceleration or by call for redemption, or (B) an Event of Default in respect of any failure in the payment when due of the interest on any such Bonds Bonds, unless prior to such waiver or and rescission, all arrears of payments principal of principal, redemption premium and interest (with upon such Bonds, and interest to the extent permitted by law on overdue principal at the rate borne by the Bonds in respect of on the date on which such failure shall have occurred on overdue installments of interest), as the case may beprincipal became due and payable, and all arrears of premium, if any, when due, together with the reasonable expenses of the TrusteeTrustee and of the Owners of such Bonds, in connection with such Event of Defaultincluding reasonable attorneys’ fees paid or incurred, shall have been paid or provided for; provided further, there shall not be waived any Event of Default in the payment when due of any purchase prices of any Bonds pursuant to Article IV hereof, unless prior to such waiver and rescission all arrears of such purchase prices, together with reasonable expenses of the Trustee and of the Owners of such Bonds, including reasonable attorneys’ fees paid or incurred, shall have been paid or provision therefor made. In the case of any such waiver or rescission and rescission, or in case any proceeding taken by the Trustee on account of any such Event of Default default shall have been discontinued or abandoned or determined adversely, then and in every such case the Issuer, the Trustee, the Bank Trustee and the bondholders Bondholders shall be restored to their former positions and rights hereunder, respectively, but no such waiver or and rescission shall extend to any subsequent or other Event of Defaultdefault, or impair any right consequent thereon. All waivers under this Indenture shall be in writing and a copy thereof shall be delivered to the Issuer, the Borrower, the Remarketing Agent and the Auction Agent. The provisions of Sections 9.01 and 9.02 hereof are subject to the conditions that if, after the principal of all Bonds then Outstanding shall have been declared to be due and payable, all arrears of principal of and interest upon such Bonds, and the premium, if any, on all Bonds then Outstanding which shall have become due and payable otherwise than by acceleration, and all other sums payable under this Indenture, except the principal of, and interest on, the Bonds which by such declaration shall have become due and payable, shall have been 66 paid by or on behalf of the Issuer, together with the reasonable expenses of the Trustee and of the Owners of such Bonds, including reasonable attorneys’ fees paid or incurred, and if no other defaults shall have occurred and be continuing, and, to the extent that a Letter of Credit is then in effect with respect to any Bonds, the amount available for interest draws under such Letter of Credit shall have been reinstated by the Bank in writing, then and in every such case, the Trustee shall, with the consent of the Bank or the Bond Insurer, as applicable pursuant to Section 9.03, annul such declaration of maturity and its consequences, which waiver and annulment shall be binding upon all Bondholders; but no such waiver, rescission and annulment shall extend to or affect any subsequent default or impair any right or remedy consequent thereon. In the case of any such annulment, the Borrower, the Issuer, the Trustee and the Bondholders shall be restored to their former positions and rights under this Indenture. All waivers and annulments under this Indenture shall be in writing and a copy thereof shall be delivered to the Issuer, the Bond Insurer, the Bank, the Borrower, the Remarketing Agent and the Auction Agent, as applicable.
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Waivers of Events of Default. The Trustee may in its discretion shall waive any Event of Default hereunder and its consequences and rescind any declaration of maturity of principalprincipal of, premium, if any, and shall do so interest on the Bonds upon the written request of (a) the holders of (i) a majority in aggregate principal amount of all the Bonds then outstanding in respect of which an Event of Default in the payment of principal or interest exists, or (ii) a majority in aggregate principal amount of all Bonds then outstanding in case of any other default or Outstanding with respect to which there is an Event of Default, and (b) prior to the Expiration Date of the Letter of Credit, the Bank; provided, however, that there shall not be waived (a) any Event of Default after the Trustee has drawn on the Letter of Credit to provide funds for the payment of the principal of, and the interest on, the Bonds called for redemption pursuant to Section 1102; and there shall not be waived (A) an Event of Default in respect of any failure default in the payment of the principal amount of any outstanding Bonds when due, whether at the date of maturity specified therein, by acceleration therein or by call upon proceedings for mandatory redemption, or (Bb) an Event of Default in respect of any failure default in the payment when due of the interest or premium, if any, on any such Bonds Bonds, unless prior to such waiver or rescission, rescission all arrears of payments of principalinterest, redemption premium and with interest (with interest to the extent permitted by law law) at the rate borne by the Bonds in respect of which such failure Event of Default shall have occurred on overdue installments of interest)interest or all arrears of payments of principal or premium, if any, when due (whether at the stated maturity thereof or upon proceedings for mandatory redemption) as the case may be, and all expenses of the Trustee, Trustee in connection with such Event of Defaultmonetary default, shall have been paid or provided for. In , and in case of any such waiver or rescission or in case any proceeding taken by the Trustee on account of any such Event of Default shall have been discontinued or abandoned or determined adverselyrescission, then and in every such case the Issuer, the TrusteeBorrower, the Bank Trustee and the bondholders Bondholders shall be restored to their former positions and rights hereunder, hereunder respectively, but no . No such waiver or rescission shall extend to any subsequent or other Event of Defaultdefault, or impair any right consequent thereonthereto; and no delay or omission of the Trustee or of any Bondholders to exercise any right or power accruing upon any Event of Default shall impair any right or power or shall be construed to be a waiver of any such Event of Default, or acquiescence therein.
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Samples: Indenture of Trust
Waivers of Events of Default. The Subject to the next paragraph and to the last two paragraphs of Section 9.03, which shall apply at all times with respect to any Bonds then secured by a Letter of Credit or Bond Insurance, the Trustee may in its discretion waive any Event of Default hereunder and rescind its consequences and rescind any declaration of maturity of principal, and shall 65 do so upon the written request of (a) the holders Owners of (i) a majority in aggregate principal amount of all the Bonds then outstanding in respect of which an Event of Default in the payment of principal or interest exists, or (ii) not less than a majority in aggregate principal amount of all Bonds then outstanding in case of any other default or Event of Default, and (b) prior to the Expiration Date of the Letter of Credit, the BankOutstanding; provided, however, that there shall not be waived any Event of Default after the Trustee has drawn on the Letter of Credit to provide funds for in the payment of the principal of, and the interest or premium on, the any Outstanding Bonds called for redemption pursuant to Section 1102; and there shall not be waived when due (A) an whether at maturity or by redemption), or any Event of Default in respect of any failure in the payment of the principal of any outstanding Bonds when due, whether at the date of maturity specified therein, by acceleration or by call for redemption, or (B) an Event of Default in respect of any failure in the payment when due of the interest on any such Bonds Bonds, unless prior to such waiver or and rescission, all arrears of payments principal of principal, redemption premium and interest (with upon such Bonds, and interest to the extent permitted by law on overdue principal at the rate borne by the Bonds in respect of on the date on which such failure shall have occurred on overdue installments of interest), as the case may beprincipal became due and payable, and all arrears of premium, if any, when due, together with the reasonable expenses of the TrusteeTrustee and of the Owners of such Bonds, in connection with such Event of Defaultincluding reasonable attorneys’ fees paid or incurred, shall have been paid or provided for; provided further, there shall not be waived any Event of Default in the payment when due of any purchase prices of any Bonds pursuant to Article IV hereof, unless prior to such waiver and rescission all arrears of such purchase prices, together with reasonable expenses of the Trustee and of the Owners of such Bonds, including reasonable attorneys’ fees paid or incurred, shall have been paid or provision therefor made. In the case of any such waiver or rescission and rescission, or in case any proceeding taken by the Trustee on account of any such Event of Default default shall have been discontinued or abandoned or determined adversely, then and in every such case the Issuer, the Trustee, the Bank Trustee and the bondholders Bondholders shall be restored to their former positions and rights hereunder, respectively, but no such waiver or and rescission shall extend to any subsequent or other Event of Defaultdefault, or impair any right consequent thereon.. All waivers under this Indenture shall be in writing and a copy thereof shall be delivered to the Issuer, the Borrower, the Remarketing Agent and the
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Waivers of Events of Default. The Trustee may in its discretion waive any Event of Default hereunder and its consequences and rescind any declaration of maturity of principal, and shall do so upon the written request of (a) the holders of (i) a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 of the Indenture, shall have the right (subject to the next sentence below) to direct, in accordance with Section 9.01 of the Indenture, a waiver, on behalf of the holders of all of the Bonds then outstanding in respect Notes, of which an any past default or Event of Default and its consequences, provided that such direction to waive is given at a meeting of the Noteholders, in accordance with Article 10 of the Indenture, and that such waiver be approved by the vote of holders of at least a majority of the aggregate principal amount of the Notes at the time outstanding, determined in accordance with Section 9.04, who also hold at least 75% of the principal amount of the Notes present or represented in that Noteholders meeting. Notwithstanding the preceding sentence, the following defaults may not be waived without the consent of the holders of each or all Notes then outstanding or affected thereby: (i) a default in the payment of principal or interest existson, or the principal of, the Notes, (ii) a majority in aggregate principal amount of all Bonds then outstanding in case of failure by the Issuer to convert any other Notes into Ordinary Shares, or (iii) a default or Event of Default, and (b) prior to the Expiration Date of the Letter of Credit, the Bank; provided, however, that there shall not be waived any Event of Default after the Trustee has drawn on the Letter of Credit to provide funds for the payment of the principal of, and the interest on, the Bonds called for redemption pursuant to Section 1102; and there shall not be waived (A) an Event of Default in respect of any failure in the payment a covenant or provisions of the principal of any outstanding Bonds when due, whether at Indenture which under the date of maturity specified therein, by acceleration or by call for redemption, or (B) an Event of Default in respect of any failure in the payment when due provisions of the interest on Trust Indenture Act cannot be modified or amended without the consent of the holders of each or all Notes then outstanding or affected thereby. Upon any such Bonds unless prior to such waiver or rescissionwaiver, all arrears of payments of principal, redemption premium and interest (with interest to the extent permitted by law at the rate borne by the Bonds in respect of which such failure shall have occurred on overdue installments of interest), as the case may be, and all expenses of the Trustee, in connection with such Event of Default, shall have been paid or provided for. In case of any such waiver or rescission or in case any proceeding taken by the Trustee on account of any such Event of Default shall have been discontinued or abandoned or determined adversely, then and in every such case the Issuer, the Trustee, the Bank Trustees and the bondholders holders of the Notes shall be restored to their former positions and rights hereunder, respectively, under the Indenture; but no such waiver or rescission shall extend to any subsequent or other default or Event of DefaultDefault or impair any right consequent thereon. Whenever any default or Event of Default under the Indenture shall have been waived as permitted by Section 6.07 of the Indenture, said default or Event of Default shall for all purposes of the Notes and the Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.
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Samples: Indenture (Tower Semiconductor LTD)
Waivers of Events of Default. The Trustee Trustee, with the written consent of the Bank, may in its discretion waive any Event of Default hereunder and its consequences and rescind any declaration of maturity of principalprincipal of and interest on the Series B Notes, and shall do so so, with the consent of the Bank, upon the written request of (a) the holders of (i) a majority in aggregate principal amount of all the Bonds Series B Notes then outstanding in respect of which an Event of Default in the payment of principal or interest exists, or (ii) a majority in aggregate principal amount of all Bonds then outstanding in case of any other default or Event of Default, and (b) prior to the Expiration Date of the Letter of Credit, the BankOutstanding; provided, however, that that:
(a) there shall not be waived without the consent of the holders of all Series B Notes then outstanding:
(i) any Event of Default after the Trustee has drawn on the Letter of Credit to provide funds for default in the payment when due of the principal of, and the interest on, the Bonds called for redemption pursuant to Section 1102; and there shall not be waived (A) an Event of Default in respect or Purchase Price of any failure in the payment of the principal of any outstanding Bonds when due, Outstanding Series B Notes (whether at the date of maturity specified therein, by acceleration or by call for mandatory or optional redemption), or or
(Bii) an Event of Default in respect of any failure default in the payment when due of the interest on any such Bonds unless Series B Notes unless, prior to such waiver or rescission:
(1) there shall have been paid or provided for all arrears of interest at the rate borne by the Series B Notes on overdue installments of principal, all arrears of payments of principal, redemption premium principal and interest (with interest to the extent permitted by law at the rate borne by the Bonds in respect of which such failure shall have occurred on overdue installments of interest), as the case may be, Purchase Price when due and all expenses of the Trustee, Trustee in connection with such Event of Defaultdefault, shall have been paid or provided for. In and
(2) in case of any such waiver or rescission rescission, or in case of the discontinuance, abandonment or adverse determination of any proceeding taken by the Trustee on account of any such Event of Default shall have been discontinued or abandoned or determined adversely, then and in every such case the Issuerdefault, the Trustee, the Bank Trustee and the bondholders Noteholders shall be restored to their respective former positions and rights hereunder; and
(b) unless the Series B Letter of Credit is reinstated in full as evidenced in writing by the Bank as to principal and interest, respectively, but there shall be no such waiver or rescission if the Series B Letter of Credit shall extend have been drawn upon due to any subsequent or other the occurrence of an Event of Default, or impair any right consequent thereon.
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Samples: Note Agreement (Hanover Direct Inc)
Waivers of Events of Default. The Subject to Section 814, the Trustee may in its discretion shall waive any Event of Default hereunder and its consequences and rescind any declaration of maturity of principal, and shall do so principal upon the written request of (a) the holders Owners of (i) a majority in aggregate principal amount of all the Bonds then outstanding in respect of which an Event of Default in the payment of principal or interest exists, or (ii) a majority in aggregate principal amount of all Bonds then outstanding in case of any other default or Event of Default, and (b) prior to the Expiration Date of the Letter of Credit, the BankOutstanding; provided, however, provided that there shall not be waived without the consent of the Owners of all the Bonds Outstanding (a) any Event of Default after the Trustee has drawn on the Letter of Credit to provide funds for the payment of the principal of, and the interest on, the Bonds called for redemption pursuant to Section 1102; and there shall not be waived (A) an Event of Default in respect of any failure in the payment of the principal of any outstanding Outstanding Bonds when dueat their maturity, whether at the date of maturity specified therein, by acceleration or by call for redemption, or (Bb) an any Event of Default in respect the payment of the purchase price of any failure Outstanding Bonds, or (c) any Event of Default in the payment when due of the interest on any such Bonds unless unless, prior to such waiver or rescission, all arrears of payments of principalinterest, redemption premium and with interest (with interest to the extent permitted by law law) at the rate borne by the Bonds on overdue installments of interest in respect of which such failure default shall have occurred on overdue installments occurred, or all arrears of interest)payments of principal when due, as the case may be, and all fees, charges and expenses of the Trustee, Trustee in connection with such Event of Default, Default shall have been paid or provided for; and, provided further, the Trustee shall not waive an Event of Default described in Section 801(g) unless the Trustee has received written notification from the Letter of Credit Provider consenting to such waiver and stating that the Event of Bankruptcy has been discharged or dismissed and that the Letter of Credit has been reinstated in full. In case of any such waiver or rescission rescission, or in case any proceeding taken by the Trustee on account of any such Event of Default shall have has been discontinued or abandoned or determined adversely, then and in every such case the Issuer, the Lessee, the Trustee, the Bank Bondowners and the bondholders Letter of Credit Provider shall be restored to their former positions positions, rights and rights obligations hereunder, respectively, but no such waiver or rescission shall extend to any subsequent or other Event of Defaultdefault, or impair any right consequent thereon.
Appears in 1 contract
Samples: Trust Indenture (Labone Inc)
Waivers of Events of Default. The Trustee may in its discretion Fiscal Agent shall waive any Event of Default hereunder and its consequences and rescind any declaration of maturity of principal, principal of and shall do so interest on the Funding Loan upon the written request of (a) the holders of (i) a majority in aggregate principal amount of all the Bonds then outstanding in respect of which an Event of Default in the payment of principal or interest exists, or (ii) a majority in aggregate principal amount of all Bonds then outstanding in case of any other default or Event of Default, and (b) prior to the Expiration Date direction of the Letter of Credit, the Bank; provided, however, that there shall not be waived any Event of Default after the Trustee has drawn on the Letter of Credit to provide funds for the payment of the principal of, and the interest on, the Bonds called for redemption pursuant to Section 1102; and there shall not be waived (A) an Event of Default in respect of any failure in the payment of the principal of any outstanding Bonds when due, whether at the date of maturity specified therein, by acceleration or by call for redemption, or (B) an Event of Default in respect of any failure in the payment when due of the interest on any such Bonds unless prior to such waiver or rescission, all arrears of payments of principal, redemption premium and interest (with interest to the extent permitted by law at the rate borne by the Bonds in respect of which such failure shall have occurred on overdue installments of interest), as the case may be, and all expenses of the Trustee, in connection with such Event of Default, shall have been paid or provided forFunding Lender Representative. In case of any such waiver or rescission rescission, or in case any proceeding taken by the Trustee Fiscal Agent on account of any such Event of Default shall have been discontinued or abandoned or determined adversely, then and in every such case the IssuerGovernmental Lender, the TrusteeFiscal Agent, the Bank Borrower, the Servicer, the Funding Lender Representative and the bondholders Funding Lender shall be restored to their former positions and rights hereunder, respectively, but no such waiver or rescission shall extend to any subsequent or other Event of Defaultdefault, or impair any right consequent thereto. Interest on Unpaid Amounts and Default Rate for Nonpayment . In the event that principal of or interest payable on the Funding Loan is not paid when due, there shall be payable on the amount not timely paid, on each Interest Payment Date, interest at the Default Rate, to the extent permitted by law. Interest on the Funding Loan shall accrue at the Default Rate until the unpaid amount, together with interest thereon., shall have been paid in full. Assignment of Project Loan; Remedies Under the Project Loan . The Funding Lender Representative shall have the right, with respect to the Project Loan, in its sole and absolute discretion, without directing the Fiscal Agent to effect an acceleration of the Funding Loan, to instruct the Fiscal Agent in writing to assign the Project Note, the Security Instrument and the other Mortgage Documents to the Funding Lender Representative, in which event the Fiscal Agent shall (a) endorse and deliver the Project Note to the Funding Lender Representative and assign (in recordable form) the Security Instrument, (b) execute and deliver to the Funding Lender Representative all documents prepared by the Funding Lender Representative necessary to assign (in recordable form) all other Project Loan Documents to the Funding Lender Representative and (c) execute all such documents prepared by the Funding Lender Representative as are necessary to legally and validly effectuate the assignments provided for in the preceding clauses (a) and (b). The Fiscal Agent’s assignments to the Funding Lender Representative pursuant to this Section 6.12 shall be without recourse or warranty except that the Fiscal Agent shall represent and warrant in connection therewith (A) that the Fiscal Agent has not previously endorsed or assigned any such documents or instruments and (B) that the Fiscal Agent has the corporate authority to endorse and assign such documents and instruments and such endorsements and assignments have been duly authorized. The Funding Lender Representative shall have the right, in its own name or on behalf of the Governmental Lender or the Fiscal Agent, to declare any default and exercise any remedies under the Project Loan Agreement, the Project Note or the Security Instrument, whether or not the Governmental Note has been accelerated or declared due and payable by reason of an Event of Default or the occurrence of a mandatory prepayment. Substitution . Upon receipt of written notice from the Funding Lender Representative and the approval of the Governmental Lender as and to the extent permitted under the Tax Regulatory Agreement, the Fiscal Agent shall exchange the Project Note and the Security Instrument for a new Project Note and Security Instrument, evidencing and securing a new loan (the “New Project Loan”), which may be executed by a person other than the Borrower (the “New Borrower”), provided that if the Fiscal Agent, the Funding Lender or a nominee of the Fiscal Agent or the Funding Lender has acquired the Project through foreclosure, by accepting a deed in lieu of foreclosure or by comparable conversion of the Project, no approval from the Governmental Lender of such exchange shall be required. Prior to accepting a New Project Loan, the Fiscal Agent shall have received (i) written evidence that the New Borrower shall have executed and recorded a document substantially in the form of the Tax Regulatory Agreement (or executed and recorded an assumption of all of the Borrower’s obligations under the Tax Regulatory Agreement) and that the Project Loan Documents have been modified as necessary to be applicable to the New Project Loan, and (ii) an opinion of Bond Counsel, to the effect that such exchange and modification, in and of itself, shall not affect the exclusion, from gross income, for federal income tax purposes of the interest payable on the Governmental Note. CONCERNING THE FISCAL AGENT Standard of Care . The Fiscal Agent, prior to an Event of Default as defined in Section 6.01 hereof and after the curing or waiver of all such events which may have occurred, shall perform such duties and only such duties as are specifically set forth in this Funding Loan Agreement. The Fiscal Agent, during the existence of any such Event of Default (which shall not have been cured or waived), shall exercise such rights and powers vested in it by this Funding Loan Agreement and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under similar circumstances in the conduct of such Person’s own affairs. No provision of this Funding Loan Agreement shall be construed to relieve the Fiscal Agent from liability for its breach of trust, own negligence or willful misconduct, except that: prior to an Event of Default hereunder, and after the curing or waiver of all such Events of Default which may have occurred:
Appears in 1 contract
Samples: Funding Loan Agreement
Waivers of Events of Default. The Trustee may in its discretion may waive any Event of Default hereunder (other than an Event of Default described in clauses (v) and (vi) of paragraph (a) of Section 10.01 and not waived in accordance with paragraph (d) of Section 10.01) and its consequences and rescind shall in any declaration of maturity of principal, and shall event do so upon the written request of (a) the holders Owners of (i) a majority in aggregate principal amount of all the Bonds then outstanding in respect of which an Event of Default in the payment of principal or interest exists, or (ii) a majority in aggregate principal amount of all Bonds then outstanding in case of any other default or Event of Default, and (b) prior to the Expiration Date of the Letter of Credit, the Bankoutstanding; provided, however, that there shall not be waived waived
(i) any Event of Default after the Trustee has drawn on the Letter of Credit pertaining to provide funds for the payment of the principal of, and the interest on, the Bonds called for redemption pursuant to Section 1102; and there shall not be waived (A) an Event of Default in respect of any failure in the payment of the principal of any outstanding Bonds when due, whether Bond at the Maturity Date or redemption date of maturity specified thereinprior to maturity, by acceleration or by call for redemption, or or
(Bii) an any Event of Default in respect of any failure in pertaining to the payment when due of the interest on any such Bonds unless Bond, unless, prior to such waiver or rescission, (A) all arrears of payments of principalprincipal (due otherwise than by declaration) and interest, redemption premium and with interest (with interest to the extent permitted by law law) at the rate per annum borne by the Bonds in respect of which such failure Event of Default shall have occurred on overdue installments of principal (due otherwise than by declaration) and interest), as the case may be, and all expenses of the Trustee, in connection with such Event of Default, shall have been paid or provided for. In , (B) all expenses of the Trustee in connection with such Event of Default shall have been paid or provided for to the satisfaction of the Trustee, and (C) if a Credit Facility is in effect with respect to the Bonds, the coverage under a Credit Facility shall have been reinstated as to principal to an amount equal to the outstanding principal amount of the Bonds and as to interest to an amount which at least equals, depending on the type of Interest Rate Period then in effect, the coverage required by Section 2.01(c)(vi) hereof to permit such Interest Rate Period to go into effect, and provided further that, in case of any such waiver or rescission waiver, or in case any proceeding taken by the Trustee on account of any such Event of Default shall have been be discontinued or abandoned or determined adversely, then and in every such case the Issuer, the Borrower, the Trustee, the Bank and the bondholders Owners of the Bonds shall be restored to their former positions and rights hereunder, respectively, but no such waiver or rescission shall extend to any subsequent or other Event of Default, or impair any right consequent thereon. The Trustee shall not have any discretion to waive any Event of Default hereunder and its consequences except in the manner and subject to the terms expressed above.
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Waivers of Events of Default. The Trustee may in its discretion waive with the written consent of the Initial Purchaser any Event of Default hereunder that has been remedied and any Event of Default (and its consequences consequences) relating to a default in the performance or observance of any covenant, agreement or condition contained in the Indenture, or a breach of a representation or warranty made by the Issuer in the Indenture or in any certificate or report furnished under the Indenture, or the occurrence of any "event of default" under the contracts and rescind related documents governing the transfer and servicing of the Loans and other matters relating to the issuance of the Notes. The Trustee may waive any declaration other Event of maturity of principal, Default that has occurred and shall do so is continuing only upon the written request of (a) the holders of (i) a majority in aggregate principal amount of all the Bonds then outstanding in respect of which an Event of Default in the payment of principal or interest exists, or (ii) a majority in aggregate principal amount of all Bonds then outstanding in case of any other default or Event of Default, and (b) prior to the Expiration Date of the Letter of Credit, the BankRequired Noteholders; provided, however, that there shall not be waived (x) any Event of Default after the Trustee has drawn on the Letter of Credit to provide funds for the payment of the principal of, and the interest on, the Bonds called for redemption pursuant to Section 1102; and there shall not be waived (A) an Event of Default in respect of any failure in the payment of the principal of any outstanding Bonds Notes when due, whether at the date of maturity specified therein, by acceleration or by call for redemption, due or (By) an Event of Default in respect of any failure default in the payment when due of the interest on any such Bonds unless Notes unless, prior to such waiver or rescission, all arrears of interest or all arrears of payments of principalprincipal when due, redemption premium and interest (with interest on overdue principal and, to the extent permitted by law applicable law, interest at the rate borne by the Bonds in respect of which such failure shall have occurred on overdue installments of interest), as the case may beDefault Rate, and all expenses of the Trustee, Trustee in connection with such Event of Default, Default shall have been paid or provided for. In , and in case of any such waiver or rescission rescission, or in case any proceeding proceedings taken by the Trustee on account of any such Event of Default shall have been discontinued or abandoned or determined adversely, then and in every such case the Issuer, the Trustee, the Bank Trustee and the bondholders Noteholders shall be restored to their former positions and rights hereunder, respectively, but no such waiver or rescission shall extend to any subsequent or other Event of Default, Default or impair any right consequent thereon.. Any waivers made by the Trustee pursuant to this Section shall be in writing and shall specify the nature of the Event of Default and the effective date of the waiver and the Trustee shall send a copy of all such waivers to the Noteholders and the Rating Agency. ARTICLE X
Appears in 1 contract
Samples: Trust Indenture (PMC Capital Inc)
Waivers of Events of Default. The Trustee may in its discretion shall waive any Event of Default hereunder and its consequences and rescind any declaration of maturity of principal, and shall do so principal upon the written request of (a) the holders Owners of (i) a majority in aggregate principal amount of all the Bonds then outstanding in respect of which an Event of Default in the payment of principal or interest exists, or (ii) a majority in aggregate principal amount of all Bonds then outstanding in case of any other default or Event of Default, and (b) prior to the Expiration Date of the Letter of Credit, the BankOutstanding; provided, however, provided that there shall not be waived without the written consent of the Owners of all the Bonds Outstanding (a) any Event of Default after the Trustee has drawn on the Letter of Credit to provide funds for the payment of the principal of, and the interest on, the Bonds called for redemption pursuant to Section 1102; and there shall not be waived (A) an Event of Default in respect of any failure in the payment of the principal of any outstanding Outstanding Bonds when dueat their maturity, whether at upon the date redemption (including as a result of maturity specified thereinacceleration) or tender thereof, by acceleration (b) any Event of Default under Section 801(e) or by call for redemption(g) hereof (but, with respect to paragraph (g), only with respect to a default under Section 801(e) of the Series 0000X Xxxxxxxxx) unless the Credit Enhancer shall have given written notice to the Trustee that the Credit Facility has been reinstated in full, or (Bc) an any Event of Default in respect of any failure in the payment when due of the interest on any such Bonds unless unless, prior to such waiver or rescission, all arrears of payments of principalinterest, redemption premium and with interest (with interest to the extent permitted by law law) at the rate borne by the Bonds on overdue installments of interest in respect of which such failure default shall have occurred on overdue installments occurred, or all arrears of interest)payments of principal when due, as the case may be, and all expenses of the Trustee, Trustee in connection with such Event of Default, Default shall have been paid or provided for; provided further that there shall not be waived without the written consent of the Credit Enhancer any Event of Default under Section 801(e)(ii) or (g) hereof (but, with respect to paragraph (g), only with respect to a default under Section 801(e)(ii) of the Series 0000X Xxxxxxxxx); and provided further that no Event of Default shall be waived without the written consent of the Credit Enhancer if it has honored all its obligations under the Credit Facility. In case of any such waiver or rescission rescission, or in case any proceeding taken by the Trustee on account of any such Event of Default shall have been discontinued or abandoned or determined adversely, then and in every such case the Issuer, the Borrower, the Trustee, the Bank Bondowners and the bondholders Credit Enhancer shall be restored to their former positions positions, rights and rights obligations hereunder, respectively, but no such waiver or rescission shall extend to any subsequent or other Event of Defaultdefault, or impair any right consequent thereon.
Appears in 1 contract
Waivers of Events of Default. The Subject to the next paragraph and to the last two paragraphs of Section 9.03, which shall apply at all times with respect to any Series of Bonds then secured by a Letter of Credit or Bond Insurance, the Trustee may in its discretion waive any Event of Default with respect to a Series of Bonds hereunder and rescind its consequences and rescind any declaration of maturity of principal, and shall do so upon the written request of (a) the holders Owners of (i) a majority in aggregate principal amount of all the Bonds then outstanding in respect of which an Event of Default in the payment of principal or interest exists, or (ii) not less than a majority in aggregate principal amount of all Bonds of such Series then outstanding in case of any other default or Event of Default, and (b) prior to the Expiration Date of the Letter of Credit, the BankOutstanding; provided, however, that there shall not be waived any Event of Default after the Trustee has drawn on the Letter of Credit to provide funds for in the payment of the principal of, and the interest or premium on, the any Outstanding Bonds called for redemption pursuant to Section 1102; and there shall not be waived when due (A) an whether at maturity or by redemption), or any Event of Default in respect of any failure in the payment of the principal of any outstanding Bonds when due, whether at the date of maturity specified therein, by acceleration or by call for redemption, or (B) an Event of Default in respect of any failure in the payment when due of the interest on any such Bonds Bonds, unless prior to such waiver or and rescission, all arrears of payments principal of principal, redemption premium and interest (with upon such Bonds, and interest to the extent permitted by law on overdue principal at the rate borne by the Bonds in respect of on the date on which such failure shall have occurred on overdue installments of interest), as the case may beprincipal became due and payable, and all arrears of premium, if any, when due, together with the reasonable expenses of the TrusteeTrustee and of the Owners of such Bonds, in connection with such Event of Defaultincluding reasonable attorneys’ fees paid or incurred, shall have been paid or provided for; provided further, there shall not be waived any Event of Default in the payment when due of any purchase prices of any Bonds pursuant to Article IV hereof, unless prior to such waiver and rescission all arrears of such purchase prices, together with reasonable expenses of the Trustee and of the Owners of such Bonds, including reasonable attorneys’ fees paid or incurred, shall have been paid or provision therefor made. In the case of any such waiver or rescission and rescission, or in case any proceeding taken by the Trustee on account of any such Event of Default default shall have been discontinued or abandoned or determined adversely, then and in every such case the Issuer, the Trustee, the Bank Trustee and the bondholders Bondholders shall be restored to their former positions and rights hereunder, respectively, but no such waiver or and rescission shall extend to any subsequent or other Event of Defaultdefault, or impair any right consequent thereon. All waivers under this Indenture shall be in writing and a copy thereof shall be delivered to the Issuer, the Borrower, the Remarketing Agent and the Auction Agent. The provisions of Sections 9.01 and 9.02 hereof are subject to the conditions that if, after the principal of all Bonds of any Series then Outstanding shall have been declared to be due and payable, all arrears of principal of and interest upon such Bonds, and the premium, if any, on all Bonds of such Series then Outstanding which shall have become due and payable otherwise than by acceleration, and all other sums payable under this Indenture, except the principal of, and interest on, the Bonds of such Series which by such declaration shall have become due and payable, shall have been paid by or on behalf of the Issuer, together with the reasonable expenses of the Trustee and of the Owners of such Bonds of such Series, including reasonable attorneys’ fees paid or incurred, and if no other defaults shall have occurred and be continuing, and, to the extent that a Letter of Credit is then in effect with respect to any Series of Bonds, the amount available for interest draws under such Letter of Credit shall have been reinstated by the Bank in writing, then and in every such case, the Trustee shall, with the consent of the Bank or the Bond Insurer, as applicable (except in the event of a Bank Default or an Insurer Default with respect to the applicable Series of Bonds), annul such declaration of maturity and its consequences, which waiver and annulment shall be binding upon all Holders of Bonds of such Series; but no such waiver, rescission and annulment shall extend to or affect any subsequent default or impair any right or remedy consequent thereon. In the case of any such annulment, the Borrower, the Issuer, the Trustee and the Holders of the Bonds of such Series shall be restored to their former positions and rights under this Indenture. All waivers and annulments under this Indenture shall be in writing and a copy thereof shall be delivered to the Issuer, the Bond Insurer, the Bank, the Borrower, the Remarketing Agent and the Auction Agent, as applicable.
Appears in 1 contract
Waivers of Events of Default. The Trustee may in its discretion waive any Event of Default hereunder and its consequences and rescind any declaration of maturity of principal, and shall do so upon the written request of (a) the holders of (i) a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 9.04 of the Indenture, shall have the right (subject to the next sentence below) to direct, in accordance with Section 9.01 of the Indenture, a waiver, on behalf of the holders of all of the Bonds then outstanding in respect Notes, of which an any past default or Event of Default and its consequences, provided that such direction to waive is given at a meeting of the Noteholders, in accordance with Article 10 of the Indenture, and that such waiver be approved by the vote of holders of at least a majority of the aggregate principal amount of the Notes at the time outstanding, determined in accordance with Section 9.04, who also hold at least 75% of the principal amount of the Notes present or represented in that Noteholders meeting. Notwithstanding the preceding sentence, the following defaults may not be waived without the consent of the holders of each or all Notes then outstanding or affected thereby: (i) a default in the payment of principal or interest existson, or the principal of, the Notes, (ii) a majority in aggregate principal amount of all Bonds then outstanding in case of failure by the Issuer to convert any other Notes into Ordinary Shares, (iii) a default or Event of Default, and (b) prior to the Expiration Date of the Letter of Credit, the Bank; provided, however, that there shall not be waived any Event of Default after the Trustee has drawn on the Letter of Credit to provide funds for the payment of the principal of, and the interest on, the Bonds called for redemption pursuant to Section 1102; and there shall not be waived (A) an Event of Default in respect of any failure in the payment of the principal redemption premium pursuant to Section 3.03 of any outstanding Bonds when due, whether at the date of maturity specified therein, by acceleration or by call for redemptionIndenture, or (Biv) an Event of Default a default in respect of any failure in the payment when due a covenant or provisions of the interest on Indenture which under the provisions of the Trust Indenture Act cannot be modified or amended without the consent of the holders of each or all Notes then outstanding or affected thereby. Upon any such Bonds unless prior to such waiver or rescissionwaiver, all arrears of payments of principal, redemption premium and interest (with interest to the extent permitted by law at the rate borne by the Bonds in respect of which such failure shall have occurred on overdue installments of interest), as the case may be, and all expenses of the Trustee, in connection with such Event of Default, shall have been paid or provided for. In case of any such waiver or rescission or in case any proceeding taken by the Trustee on account of any such Event of Default shall have been discontinued or abandoned or determined adversely, then and in every such case the Issuer, the Trustee, the Bank Trustees and the bondholders holders of the Notes shall be restored to their former positions and rights hereunder, respectively, under the Indenture; but no such waiver or rescission shall extend to any subsequent or other default or Event of DefaultDefault or impair any right consequent thereon. Whenever any default or Event of Default under the Indenture shall have been waived as permitted by Section 6.07 of the Indenture, said default or Event of Default shall for all purposes of the Notes and the Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.
Appears in 1 contract
Samples: Indenture (Tower Semiconductor LTD)
Waivers of Events of Default. The Trustee may in its discretion waive any Event of Default hereunder and its consequences and rescind any declaration of maturity of principal, and shall do so upon the written request of (a) the holders of (ia) a majority not less than two-thirds in aggregate principal amount of all the Bonds then outstanding Outstanding in respect of which an Event of Default default in the payment of principal or and/or interest exists, or (iib) a majority more than 50% in aggregate principal amount of all Bonds then outstanding Outstanding in the case of any other default or Event of Default, and (b) prior to the Expiration Date of the Letter of Credit, the Bankdefault; provided, however, that there shall not be waived or rescinded (1) any Event of Default after the Trustee has drawn on the Letter of Credit to provide funds for the payment of the principal of, and the interest on, the Bonds called for redemption pursuant to Section 1102; and there shall not be waived (A) an Event of Default in respect of any failure in the payment of the principal of any outstanding Bonds then Outstanding when due, whether at the date of maturity specified therein, by acceleration or by call for redemption, due or (B2) an Event of Default in respect of any failure default in the payment when due of the interest on any such Bonds unless Bonds, unless, prior to such waiver or rescission, all arrears of payments of principalinterest, redemption premium and with interest (with interest to the extent permitted by law law) at the rate per annum borne by the Bonds in respect of which such failure default shall have occurred on overdue installments of interest)interest or all arrears of payments of principal, with interest (to the extent permitted by law) at the rate per annum borne by the Bonds, when due, as the case may be, and all expenses of the Trustee, Trustee in connection with such Event of Default, default shall have been paid or provided for. In , and in case of any such waiver or rescission rescission, or in the case any proceeding taken by the Trustee on account of any such Event of Default default shall have been discontinued or abandoned or determined adversely, then and in every such case the Issuer, the Trustee, the Bank Trustee and the bondholders Bondholders shall be restored to their former positions and rights hereunder, hereunder respectively, but no such waiver or rescission shall extend to any subsequent or other Event of Defaultdefault, or impair any right consequent thereon.. The provisions of this Section 8.12 are subject to the condition that any waiver of any "Default" under the First Mortgage Bonds Indenture and a rescission and annulment of its consequences shall constitute a waiver of the corresponding Event or Events of Default under Section 8.01(d) hereof and a rescission and annulment of the consequences thereof, 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 herein to the contrary notwithstanding, no default under Section 8.01(c) hereof shall constitute an Event of Default until actual notice of such default by registered or certified mail shall be given to the Issuer and the Company by the Trustee or by the holder or holders of not less than 25% in aggregate principal amount of all Bonds Outstanding (with a copy to the Trustee) and the Issuer and the Company shall have had sixty days after receipt of such notice to correct said default or cause said default to be corrected within the applicable period; provided, however, if said default is such that it cannot be corrected within the applicable period, it shall not constitute an Event of Default if corrective action is instituted by the Issuer or the Company within the applicable period and diligently pursued until the default is corrected. With regard to any alleged default concerning which notice is given to the Issuer and the Company under the provisions of this Section 8.13, the Issuer hereby grants the Company full authority for the account of the Issuer to perform any covenant or obligation alleged in said notice to constitute a default, in the name and stead of the Issuer with full power to do any and all things and acts to the same extent that the Issuer could do and perform any such things and acts and with power of substitution. In the event that the Trustee fails to receive any amount when due under the Notes and the Agreement, the Trustee shall immediately give written notice to the Company and the Issuer specifying such failure. THE TRUSTEE
Appears in 1 contract
Waivers of Events of Default. The Subject to the next paragraph and to the last two paragraphs of Section 9.03, which shall apply at all times with respect to any Bonds then secured by a Letter of Credit or Bond Insurance, the Trustee may in its discretion waive any Event of Default hereunder and rescind its consequences and rescind any declaration of maturity of principal, and shall do so upon the written request of (a) the holders Owners of (i) a majority in aggregate principal amount of all the Bonds then outstanding in respect of which an Event of Default in the payment of principal or interest exists, or (ii) not less than a majority in aggregate principal amount of all Bonds then outstanding in case of any other default or Event of Default, and (b) prior to the Expiration Date of the Letter of Credit, the BankOutstanding; provided, however, that there shall not be waived any Event of Default after the Trustee has drawn on the Letter of Credit to provide funds for in the payment of the principal of, and the interest or premium on, the any Outstanding Bonds called for redemption pursuant to Section 1102; and there shall not be waived when due (A) an whether at maturity or by redemption), or any Event of Default in respect of any failure in the payment of the principal of any outstanding Bonds when due, whether at the date of maturity specified therein, by acceleration or by call for redemption, or (B) an Event of Default in respect of any failure in the payment when due of the interest on any such Bonds Bonds, unless prior to such waiver or and rescission, all arrears of payments principal of principal, redemption premium and interest (with upon such Bonds, and interest to the extent permitted by law on overdue principal at the rate borne by the Bonds in respect of on the date on which such failure shall have occurred on overdue installments of interest), as the case may beprincipal became due and payable, and all arrears of premium, if any, when due, together with the reasonable expenses of the TrusteeTrustee and of the Owners of such Bonds, in connection with such Event of Defaultincluding reasonable attorneys’ fees paid or incurred, shall have been paid or provided for; provided further, there shall not be waived any Event of Default in the payment when due of any purchase prices of any Bonds pursuant to Article IV hereof, unless prior to such waiver and rescission all arrears of such purchase prices, together with reasonable expenses of the Trustee and of the Owners of such Bonds, including reasonable attorneys’ fees paid or incurred, shall have been paid or provision therefor made. In the case of any such waiver or rescission and rescission, or in case any proceeding taken by the Trustee on account of any such Event of Default default shall have been discontinued or abandoned or determined adversely, then and in every such case the Issuer, the Trustee, the Bank Trustee and the bondholders Bondholders shall be restored to their former positions and rights hereunder, respectively, but no such waiver or and rescission shall extend to any subsequent or other Event of Defaultdefault, or impair any right consequent thereon. All waivers under this Indenture shall be in writing and a copy thereof shall be delivered to the Issuer, the Borrower, the Remarketing Agent and the Auction Agent. The provisions of Sections 9.01 and 9.02 hereof are subject to the conditions that if, after the principal of all Bonds then Outstanding shall have been declared to be due and payable, all arrears of principal of and interest upon such Bonds, and the premium, if any, on all Bonds then Outstanding which shall have become due and payable otherwise than by acceleration, and all other sums payable under this Indenture, except the principal of, and interest on, the Bonds which by such declaration shall have become due and payable, shall have been paid by or on behalf of the Issuer, together with the reasonable expenses of the Trustee and of the Owners of such Bonds, including reasonable attorneys’ fees paid or incurred, and if no other defaults shall have occurred and be continuing, and, to the extent that a Letter of Credit is then in effect with respect to any Bonds, the amount available for interest draws under such Letter of Credit shall have been reinstated by the Bank in writing, then and in every such case, the Trustee shall, with the consent of the Bank or the Bond Insurer, as applicable pursuant to Section 9.03, annul such declaration of maturity and its consequences, which waiver and annulment shall be binding upon all Bondholders; but no such waiver, rescission and annulment shall extend to or affect any subsequent default or impair any right or remedy consequent thereon. In the case of any such annulment, the Borrower, the Issuer, the Trustee and the Bondholders shall be restored to their former positions and rights under this Indenture. All waivers and annulments under this Indenture shall be in writing and a copy thereof shall be delivered to the Issuer, the Bond Insurer, the Bank, the Borrower, the Remarketing Agent and the Auction Agent, as applicable.
Appears in 1 contract
Waivers of Events of Default. The Trustee may in its discretion may, with the consent of the Credit Obligor, waive any Event of Default hereunder and its consequences and rescind any declaration of maturity of principal, principal and shall do so upon the written request of the Credit Obligor or (aif no Letter of Credit is in effect and less than all of the Bonds constitute Pledged Bonds) the holders Holders of (i) a majority in aggregate principal amount of all the Bonds then outstanding in respect of which an Event of Default in the payment of principal or interest exists, or (ii) a majority in aggregate principal amount of all Bonds then outstanding in case of any other default or Event of Default, and (b) prior to the Expiration Date of the Letter of Credit, the BankBonds; provided, however, that there shall not be waived any Event of Default after the Trustee has drawn on the Letter of Credit pertaining to provide funds for the payment of the principal of, and the interest on, the Bonds called for redemption pursuant to Section 1102; and there shall not be waived (A) an Event of Default in respect of any failure in the payment when due of the principal of any outstanding Bonds when due, whether at the date of maturity specified therein, by acceleration therein or by call for redemption, or (B) an Event of Default in respect the purchase price of any failure in the payment when due Bond or of the interest or premium (if any) on any such Bonds Bonds, unless prior to such waiver or rescission, all arrears of payments of principalinterest on such Bonds, redemption premium and with interest (with interest to the extent permitted by law law) at the rate borne by the such Bonds in respect of which such failure shall have occurred on overdue installments of interest), as and all arrears of payments of principal or purchase price of such Bonds with interest at the case may berate borne by such Bonds on overdue principal, and all expenses of the Trustee, Trustee in connection with such Event of Defaultdefault then due, shall have been paid or provided for. In , and in case of any such waiver or rescission rescission, or in case any proceeding taken by the Trustee on account of any such Event of Default shall have been discontinued or abandoned or determined adversely, then and in every such case the IssuerBoard, the TrusteeCredit Obligor, the Bank Trustee and the bondholders Bondholders shall be restored to their former positions and rights hereunderhereunder respectively (subject, respectivelyhowever, to such determination), but no such waiver or rescission shall extend to any subsequent or other Event of Default, or impair any right consequent thereon.; and provided further that no waiver of an Event of Default under subsection (e) of Section 10.1 hereof shall be effective unless the Trustee receives written notice from the Credit Obligor that the Letter of Credit has been reinstated. The provisions of this Section 10.5 are subject to the condition that with respect to an Event of Default under subsection (e) of Section 10.1 hereof, receipt by the Trustee of written notice from the Credit Obligor of the waiver of any Event of Default under the Credit Agreement, rescission and annulment of the consequences and reinstatement (or verification of reinstatement) of the Letter of Credit shall constitute a waiver of the corresponding Event of Default under the Indenture and a rescission and annulment of the consequences thereof. If notice of such Event of Default under the Credit Agreement shall have been given as provided herein and if the Trustee shall thereafter have received notice that such Event of Default shall have been waived, the Trustee shall promptly give notice by first class mail, postage prepaid, of such waiver, rescission or annulment to the Board, the Company, and the Credit Obligor, and shall give notice thereof by first class mail, postage prepaid, to all registered Holders of the Bonds at their addresses as they appear in the registration books kept by the Trustee. No such waiver, rescission and annulment shall extend to or affect any subsequent Event of Default or impair any right or remedy consequent thereon; and provided further that no waiver of an Event
Appears in 1 contract
Waivers of Events of Default. The Trustee may Trustee, notwithstanding anything else to the contrary contained in its discretion the Indenture, shall waive any Event of Default hereunder and its consequences and rescind any declaration of maturity of principal, and shall do so upon the written request direction of (a) the holders of (i) a majority in aggregate principal amount of all the Bonds then outstanding in respect of which an Instructing Controlling Party; provided, however, that any Event of Default in the payment of principal or interest existsthe Debt Service on, or (ii) the Redemption Price of, any Bond or payments under a majority in aggregate principal amount of all Bonds then outstanding in case of any other default or Event of Default, and (b) prior to the Expiration Date of the Letter of Credit, the Bank; provided, however, that Senior Hedge Agreement when due there shall not be waived any Event of Default after without the Trustee has drawn on the Letter of Credit to provide funds for the payment consent of the principal of, and Owners of 100% of the interest on, Bond Obligation represented by the Bonds called for redemption pursuant or the providers of all Senior Hedge Agreements under which a Hedging Obligation or Hedging Termination Obligation is owed, with respect to Section 1102; and there shall not be waived (A) which an Event of Default in respect of any failure in the payment of the principal of any outstanding Bonds when duehas occurred, whether at the date of maturity specified thereinunless, by acceleration or by call for redemption, or (B) an Event of Default in respect of any failure in the payment when due of the interest on any such Bonds unless prior to such waiver or rescissionwaiver, all arrears of payments of principal, redemption premium and interest such amounts (with interest to the extent permitted by law on amounts past due on any Bond at the interest rate borne by the Bonds on such Bond or, in respect of which such failure shall have occurred on overdue installments of interest), as the case may beof a Capital Appreciation Bond, the interest rate determined by straight-line interpolation between Accretion Dates) and all expenses of the Trustee, Trustee in connection with such Event of Default, shall Default have been paid or provided for. In case of any such waiver or rescission or in case any proceeding taken by the Trustee on account of any such Event of Default shall have been discontinued or abandoned or determined adverselywaiver, then and in every such case the Issuer, the Trustee, the Bank Trustee and the bondholders Owners shall be restored to their former positions and rights hereunder, respectively, but no such waiver or rescission shall extend to any subsequent or other Event of Default, or impair any right consequent thereon. ARTICLE VIII CONCERNING THE TRUSTEE
(a) The Trustee (i) is a national banking association having trust powers, (ii) is duly organized, validly existing and in good standing under the laws of the United States, (iii) is duly qualified to do business in the State and (iv) is authorized, under its articles of association, action of its board of directors and applicable law, to own and manage its properties, to conduct its affairs in the State, to accept the grant of the Trust Estate hereunder and to execute, deliver and perform its obligations under the Indenture.
(b) The execution, delivery and performance of this Master Indenture by the Trustee has been duly authorized by the Trustee.
(c) This Master Indenture is enforceable against the Trustee in accordance with its terms, limited only by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally, by equitable principles, whether considered at law or in equity.
Appears in 1 contract
Samples: Master Indenture of Trust
Waivers of Events of Default. The Trustee may in its discretion Trustee, with the prior written consent of the Bank, shall waive any Event of Default hereunder and its consequences and rescind any declaration of maturity of principal, principal of and shall do so interest on the Bonds upon the written request of (a) the holders of (i) a majority in of the aggregate principal amount of all the Bonds then outstanding in respect of which an Event of Default in the payment of principal or interest exists, or (ii) a majority in aggregate principal amount of all Bonds then outstanding in case of any other default or Event of Default, and (b) prior to the Expiration Date of the Letter of Credit, the BankOutstanding; provided, however, that there shall not be waived any Event of Default after the Trustee has drawn on the Letter of Credit to provide funds for the payment of the principal of, and the interest on, the Bonds called for redemption pursuant to Section 1102; and there shall not be waived (A) an Event of Default in respect of any failure default in the payment of the principal of any outstanding Bonds when due, whether Outstanding Bond at the date of maturity specified therein, by acceleration or by call upon proceedings for mandatory redemption, (B) any Event of Default requiring a draw under the Letter of Credit unless the Trustee shall have received written notice from the Bank that the Letter of Credit has been reinstated to its full stated amount, if there has been a reduction thereon, or (BC) an Event of Default in respect of any failure default in the payment when due of the interest or premium on any such Bonds Bonds, unless prior to such waiver or rescission, rescission all arrears of payments of principalinterest, redemption premium and with interest (with interest to the extent permitted by law law) at the rate borne bond by the Bonds in respect of which such failure default shall have occurred on overdue installments of interest), interest or all arrears of payments of principal when due (whether at the stated maturity thereof or upon proceedings for redemption) as the case may be, and all expenses of the Trustee, in connection with such Event of Default, shall have been paid or provided for, and no such waiver or rescission shall extend to any subsequent or other default, or impair any right consequent thereto. In The Trustee shall not grant any waiver or rescission hereunder unless all ordinary and extraordinary fees and expenses of the Trustee, including, but not limited to, reasonable attorneys' fees, incurred in connection with said default have been paid or provided for, and in case of any such waiver or rescission rescission, or in case any proceeding taken by the Trustee on account of any such Event of Default default shall have been discontinued or abandoned or determined adversely, then then, and in every such case case, the Issuer, the Trustee, the Bank and the bondholders Bondholders, respectively, shall be restored to their former positions and rights hereunder, respectively, but no such waiver or rescission shall extend to any subsequent or other Event of Default, or impair any right consequent thereon.
Appears in 1 contract
Samples: Trust Indenture (Angiodynamics Inc)
Waivers of Events of Default. The Trustee may in its discretion Fiscal Agent shall waive any Event of Default hereunder and its consequences and rescind any declaration of maturity of principal, principal of and shall do so interest on the Funding Loan upon the written request of (a) the holders of (i) a majority in aggregate principal amount of all the Bonds then outstanding in respect of which an Event of Default in the payment of principal or interest exists, or (ii) a majority in aggregate principal amount of all Bonds then outstanding in case of any other default or Event of Default, and (b) prior to the Expiration Date direction of the Letter of Credit, the Bank; provided, however, that there shall not be waived any Event of Default after the Trustee has drawn on the Letter of Credit to provide funds for the payment of the principal of, and the interest on, the Bonds called for redemption pursuant to Section 1102; and there shall not be waived (A) an Event of Default in respect of any failure in the payment of the principal of any outstanding Bonds when due, whether at the date of maturity specified therein, by acceleration or by call for redemption, or (B) an Event of Default in respect of any failure in the payment when due of the interest on any such Bonds unless prior to such waiver or rescission, all arrears of payments of principal, redemption premium and interest (with interest to the extent permitted by law at the rate borne by the Bonds in respect of which such failure shall have occurred on overdue installments of interest), as the case may be, and all expenses of the Trustee, in connection with such Event of Default, shall have been paid or provided forFunding Lender Representative. In case of any such waiver or rescission rescission, or in case any proceeding taken by the Trustee Fiscal Agent on account of any such Event of Default shall have been discontinued or abandoned or determined adversely, then and in every such case the IssuerGovernmental Lender, the TrusteeFiscal Agent, the Bank Borrower, the Servicer, the Funding Lender Representative and the bondholders Funding Lender shall be restored to their former positions and rights hereunder, respectively, but no such waiver or rescission shall extend to any subsequent or other Event of Defaultdefault, or impair any right consequent thereto. Interest on Unpaid Amounts and Default Rate for Nonpayment . In the event that principal of or interest payable on the Funding Loan is not paid when due, there shall be payable on the amount not timely paid, on each Interest Payment Date, interest at the Default Rate, to the extent permitted by law. Interest on the Funding Loan shall accrue at the Default Rate until the unpaid amount, together with interest thereon, shall have been paid in full. Assignment of Project Loan; Remedies Under the Project Loan . The Funding Lender Representative shall have the right, with respect to the Project Loan, in its sole and absolute discretion, without directing the Fiscal Agent to effect an acceleration of the Funding Loan, to instruct the Fiscal Agent in writing to assign the Project Note, the Security Instrument and the other Project Loan Documents to the Funding Lender Representative, in which event the Fiscal Agent shall (a) endorse and deliver the Project Note to the Funding Lender Representative and assign (in recordable form) the Security Instrument, (b) execute and deliver to the Funding Lender Representative all documents prepared by the Funding Lender Representative necessary to assign (in recordable form) all other Project Loan Documents to the Funding Lender Representative and (c) execute all such documents prepared by the Funding Lender Representative as are necessary to legally and validly effectuate the assignments provided for in the preceding clauses (a) and (b). The Fiscal Agent’s assignments to the Funding Lender Representative pursuant to this Section 6.12 shall be without recourse or warranty except that the Fiscal Agent shall represent and warrant in connection therewith (A) that the Fiscal Agent has not previously endorsed or assigned any such documents or instruments and (B) that the Fiscal Agent has the corporate authority to endorse and assign such documents and instruments and such endorsements and assignments have been duly authorized. The Funding Lender Representative shall have the right, in its own name or on behalf of the Governmental Lender or the Fiscal Agent, to declare any default and exercise any remedies under the Project Loan Agreement, the Project Note or the Security Instrument, whether or not the Governmental Note has been accelerated or declared due and payable by reason of an Event of Default or the occurrence of a mandatory prepayment. Substitution . Upon receipt of written notice from the Funding Lender Representative and the approval of the Governmental Lender as and to the extent permitted under the Tax Regulatory Agreement, the Fiscal Agent shall exchange the Project Note and the Security Instrument for a new Project Note and Security Instrument, evidencing and securing a new loan (the “New Project Loan”), which may be executed by a person other than the Borrower (the “New Borrower”), provided that if the Fiscal Agent, the Funding Lender or a nominee of the Fiscal Agent or the Funding Lender has acquired the Project through foreclosure, by accepting a deed in lieu of foreclosure or by comparable conversion of the Project, no approval from the Governmental Lender of such exchange shall be required. Prior to accepting a New Project Loan, the Fiscal Agent shall have received (i) written evidence that the New Borrower shall have executed and recorded a document substantially in the form of the Tax Regulatory Agreement (or executed and recorded an assumption of all of the Borrower’s obligations under the Tax Regulatory Agreement) and that the Project Loan Documents have been modified as necessary to be applicable to the New Project Loan, and (ii) an opinion of Bond Counsel, to the effect that such exchange and modification, in and of itself, shall not affect the exclusion, from gross income, for federal income tax purposes of the interest payable on the Governmental Note. CONCERNING THE FISCAL AGENT Standard of Care . The Fiscal Agent, prior to an Event of Default as defined in Section 6.01 hereof and after the curing or waiver of all such events which may have occurred, shall perform such duties and only such duties as are specifically set forth in this Funding Loan Agreement. The Fiscal Agent, during the existence of any such Event of Default (which shall not have been cured or waived), shall exercise such rights and powers vested in it by this Funding Loan Agreement and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under similar circumstances in the conduct of such Person’s own affairs. No provision of this Funding Loan Agreement shall be construed to relieve the Fiscal Agent from liability for its breach of trust, own negligence or willful misconduct, except that: prior to an Event of Default hereunder, and after the curing or waiver of all such Events of Default which may have occurred: the duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this Funding Loan Agreement, and the Fiscal Agent shall not be liable except with regard to the performance of such duties and obligations as are specifically set forth in this Funding Loan Agreement; and in the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate or opinion furnished to the Fiscal Agent by the Person or Persons authorized to furnish the same; at all times, regardless of whether or not any such Event of Default shall exist: the Fiscal Agent shall not be liable for any error of judgment made in good faith by an officer or employee of the Fiscal Agent except for willful misconduct or negligence by the officer or employee of the Fiscal Agent as the case may be; and the Fiscal Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Funding Lender Representative relating to the time, method and place of conducting any proceeding for any remedy available to the Fiscal Agent, or exercising any trust or power conferred upon the Fiscal Agent under this Funding Loan Agreement.
Appears in 1 contract
Samples: Funding Loan Agreement
Waivers of Events of Default. The Trustee may in its discretion waive any Event (of Default hereunder and its consequences and rescind any declaration of maturity of principalconsequences, and notwithstanding anything else to the contrary contained in this Indenture shall do so upon on the written request of (a) the holders Owners of (i) a majority in aggregate principal amount of all the Bonds then outstanding in respect of which an Event of Default in the payment of principal or interest exists, or (ii) a majority in aggregate principal amount of all Bonds then outstanding in case of any other default or Event of Default, and (b) prior to the Expiration Date of the Letter of Credit, the BankOutstanding; provided, however, that there shall not be waived without the consent of the Owners of 100% of the Bonds then Outstanding as to which the Event of Default exists (a) any Event of Default after the Trustee has drawn on the Letter of Credit to provide funds for the payment of the principal of, and the interest on, the Bonds called for redemption pursuant to Section 1102; and there shall not be waived (A) an Event of Default in respect of any failure in the payment of the principal of or premium on any outstanding Outstanding Bonds when due, whether at the date of maturity specified therein, by acceleration or by call for redemption, therein or (Bb) an Event of Default in respect of any failure default in the payment when due of the interest on any such Bonds Bonds, unless prior to therefore such waiver or rescission, all arrears of interest and all arrears of payments of principalprincipal and premium, redemption premium and interest if any, then due, as the case may be (both with interest to the extent permitted by law on all overdue installments at the rate borne by the Bonds in respect of which such failure shall have occurred on overdue installments of interestBonds), as the case may be, and all expenses of the Trustee, Trustee in connection with such Event of Default, default shall have been paid or provided for. In case of any such waiver or rescission waiver, or in case any proceeding proceedings taken by the Trustee on account of any such Event of Default shall have been discontinued or abandoned or determined adverselyadversely to the Trustee, then and in every such case the Issuer, the TrusteeCompany, the Bank Trustee and the bondholders Owners shall be restored to their former positions and rights hereunder, hereunder respectively, but no such waiver or rescission shall extend to any subsequent or other Event of Default, or impair any right consequent thereon. Notwithstanding anything in the foregoing to the contrary, (a) an Event of Default under Section 7.01(d) may be waived only if the Trustee receives written notice from the Credit Provider that the Credit Facility has been restored to the Coverage Amount and (b) an Event of Default under Section 7.01(e) may not be waived without the consent of the Credit Provider.
Appears in 1 contract
