Trust Fund Waiver definition

Trust Fund Waiver. The parties to this MOU acknowledge and affirm the terms and conditions of the “Waiver of Claims Against Trust” section set forth in the NDA, which terms and conditions are incorporated herein by reference as if made as of and on the date hereof. Termination Expenses: Should the transaction be terminated for any reason (whether or not the Definitive Agreement is entered into between the parties) , Li3 agrees to pay BW up to a maximum $150,000 of documented expense as reimbursement to BW for its out of pocket expenses incurred in connection with this proposed transaction, the BW Proxy Statement, the Extension TO and the Merger TO. The anticipated category of expenses shall be limited to legal fees, accounting fees, information agent fees, filing fees, printer costs, transfer agent fees and trust company fees. BW's sponsor has committed to funding expenses in excess of $150,000. BW Sponsor Agreement: BW’s sponsor will forfeit 80% of its BW shares and 80% of its sponsor warrants upon the closing of the Merger. The remaining BW shares held by BW’s sponsor subsequent to the closing of the Merger will not be subject to any forfeiture provisions currently in effect. Governing Law: This MOU shall be governed by and construed under the laws of the State of New York without regard to conflicts of laws or principles. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this MOU shall be brought against the parties hereto or thereto in the state or federal courts located in the State of New York. Each of the Parties hereto has caused this MOU to be executed by its duly authorized representative on the date indicated. Li3 Energy, Inc. Xxxxxxxx Xxxxxxx 150 803 Xxxxxxxxxxx Xxxxxxxx de Chile, Chile By: /s/ Xxxx Xxxxxxxxx Xxxxx Name: Xxxx Xxxxxxxxx Xxxxx Title: President, CEO & Director Date: March 18, 2013 Blue Wolf Mongolia Holdings Corp. Suite 409, Central Tower 0 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx Xxxxxxxx 0 Xxxxxxxxxxx 00000, Xxxxxxxx By: /s/ Xxx X. Xxxxx Name: Xxx X. Xxxxx Title: CEO & Chairman Date: March 18, 2013 Blue Wolf Mongolia Holdings Corp. Suite 409, Central Tower 0 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx Xxxxxxxx 0 Xxxxxxxxxxx 00000, Xxxxxxxx By: /s/ X. Xxxxxxxx Xxxxxxx Name: X. Xxxxxxxx Xxxxxxx Title: CFO & President Date: March 18, 2013
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Related to Trust Fund Waiver

  • Independent Fund Trustee means a trustee of the Trust who is not an “interested person” as that term is defined in Section 2(a)(19) of the 1940 Act.

  • Trust Fund Expenses shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement.

  • Additional Trust Fund Expenses (i) Special Servicing Fees, Workout Fees and Liquidation Fees, (ii) interest in respect of unreimbursed Advances, (iii) the cost of various default-related or unanticipated Opinions of Counsel required or permitted to be obtained in connection with the servicing of the Mortgage Loans and the administration of the Trust Fund, (iv) unanticipated, non-Mortgage Loan specific expenses of the Trust Fund, including indemnities and expense reimbursements to the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Depositor and federal, state and local taxes, and tax-related expenses, specifically payable out of the Trust Fund, (v) any fees or expenses that are expressly designated as an Additional Trust Fund Expense pursuant to any provision of this Agreement and (vi) any other default-related or unanticipated expense of the Trust Fund that is not covered by a Property Advance and for which there is no corresponding collection from a Mortgagor.

  • Additional Trust Fund Expense Any expense of the Trust Fund that (i) arises out of a default on a Mortgage Loan or a Serviced Pari Passu Companion Loan or an otherwise unanticipated event, (ii) is not included in the calculation of a Realized Loss, (iii) is not covered by a Servicing Advance or a corresponding collection from the related Borrower, and (iv) is not covered by Default Charges collected on the Mortgage Loans to the extent provided herein.

  • Reserve Fund Property means, the Reserve Fund Initial Deposit and all proceeds thereof and all other amounts deposited in or credited to the Reserve Fund from time to time under this Agreement, all Eligible Investments made with amounts on deposit therein, all earnings and distributions thereon and proceeds thereof.

  • Class A Trust Agreement Has the meaning specified in the Intercreditor Agreement.

  • Class A-S Certificate Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-8 hereto.

  • Supplemental Servicing Fee means, with respect to any Collection Period, all administrative fees, expenses and charges paid by or on behalf of Obligors, including late fees, prepayment fees and liquidation fees collected on the Receivables during such Collection Period but excluding any fees or expenses related to extensions.

  • Second Supplemental Indenture has the meaning set forth in the preamble hereto.

  • Class A Trustee means the trustee for the Class A Pass Through Trust.

  • Sinking Fund Provisions [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire $ principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, together with [cumulative] [non-cumulative] redemptions at the option of the Company to retire an additional $ principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are Extendable Debt Securities, insert-- Extendable Provisions: The Designated Securities are repayable on , at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , , and to a rate not less than % of the effective annual interest rate on obligations with year maturities as of the [interest date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are Floating Rate Debt Securities, insert-- Floating Rate Provisions: The initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [-month] [securities] [certificates of deposit] by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of the Interest Differential (the excess, if any, of (i) the then-current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then-current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-current interest yield equivalent plus % of the Interest Differential].] 23

  • Note A-2 Trust Fund means the trust formed pursuant to the Note A-2 PSA.

  • Supplemental Servicing Fees means any and all (i) late fees, (ii) extension fees, (iii) non-sufficient funds charges and (iv) any and all other administrative fees or similar charges allowed by applicable law with respect to any Receivable.

  • Series Supplement The agreement into which this Standard Terms is incorporated and pursuant to which, together with this Standard Terms, a Series of Certificates is issued.

  • Class S Certificate Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-18 hereto and evidencing an undivided beneficial interest in the Class S Specific Grantor Trust Assets. The Class S Certificates have no Pass-Through Rate, Certificate Balance or Notional Amount.

  • Class A-8 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit A-8 and Exhibit C hereto.

  • Sinking Fund Payment means, with respect to a particular Series, as of any particular date of calculation, the amount required to be paid in all events by the Corporation on a single future date for the retirement of Outstanding Bonds which mature after said future date, but does not include any amount payable by the Corporation by reason of the maturity of a Bond or by call for redemption at the election of the Corporation.

  • Trust Fund The trust fund established by the Trust Agreement, the assets of which consist of the Mortgage Loans and any other assets as set forth therein. Trustee: U.S. Bank National Association, or any successor in interest, or if any successor trustee or co-trustee shall be appointed as provided in the Trust Agreement, then such successor trustee or such co-trustee, as the case may be.

  • the Second Supplementary Agreement means the agreement a copy of which is set out in Schedule 4;

  • Note A-4 Trust Fund means the trust formed pursuant to the Note A-4 PSA.

  • Class A-7 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit A-7 and Exhibit C hereto.

  • Third Supplemental Indenture has the meaning set forth in the Recitals.

  • Note A-3 Trust Fund means the trust formed pursuant to the Note A-3 PSA.

  • Basic Pass Through Trust Agreement means the Pass Through Trust Agreement, dated October 3, 2012, between Owner and Pass Through Trustee, but does not include any Trust Supplement.

  • Class CE Certificate Any one of the Class CE Certificates executed and authenticated by the Securities Administrator and delivered by the Trustee, substantially in the form annexed hereto as Exhibit A-3 and evidencing (i) a Regular Interest in REMIC III, (ii) beneficial ownership of the Reserve Fund and (iii) beneficial ownership of the Supplemental Interest Trust.