Defaulted Securities Clause Samples

Defaulted Securities. If one or more of the Underwriters shall fail at the Settlement Date to purchase the Warrants which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Warrants to be purchased on such date, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all non-defaulting Underwriters; or (ii) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Warrants to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this paragraph shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representatives or the Company shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 9.

Defaulted Securities. In addition to the limitations provided for in this Article II, any impairment or default of the underlying securities of the Wrap Agreements (“Defaulted Securities”) contribute to the risk that the stable value fund may lose value. These Defaulted Securities may be excluded, in whole or in part, from coverage under the Wrap Agreement. These Defaulted Securities would not be accorded Book Value protection, but instead would be valued at their impaired market value, impacting the value of the stable value fund.

Defaulted Securities. B. State Street shall receive from the Trust such compensation for its services provided pursuant to this Amendment as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Amendment. This Amendment contains the entire understanding between the parties with respect to the transactions contemplated hereby. To the extent that any provision of this Amendment modifies or is otherwise inconsistent with any provision of the prior Agreement, this Amendment shall control, but the prior Agreement shall otherwise remain in full force and effect.

Defaulted Securities. At any time during or after the Reinvestment Period, the Collateral Manager acting on behalf of the Issuer pursuant to the Collateral Management Agreement, may direct the Trustee, by Issuer Order or Collateral Manager Order, to sell, and the Trustee shall release from the lien of this Indenture and sell in the manner directed by the Issuer or the Collateral Manager, any Defaulted Security, subject to compliance with the Portfolio Acquisition and Sale Requirements and other restrictions set forth in this paragraph. The Collateral Manager shall use commercially reasonable efforts to sell any Defaulted Security that is a debt security within three years after such security becomes a Defaulted Security and after the expiration of such three-year period, the principal amount of such Defaulted Security shall be deemed to be equal to $0 for purposes of the Collateral Coverage Tests. During the Reinvestment Period, the Collateral Manager shall use its commercially reasonable efforts to purchase, prior to the end of the Due Period in which such Defaulted Securities are sold, Substitute Collateral Debt Obligations satisfying the Reinvestment Criteria with an Aggregate Principal Amount at least equal to the Sale Proceeds from such sale. Sale Proceeds arising from sales of Defaulted Securities after the Reinvestment Period shall not be reinvested. In no event may the Aggregate Principal Amount of all Defaulted Securities sold to the Collateral Manager or, so long as the Collateral Manager is the originator or an Affiliate thereof, sold to an Affiliate of the Collateral Manager, exceed 15% of the Expected Aggregate Principal Amount of the Collateral Debt Obligations, or, if less, the Aggregate Principal Amount of the Collateral Debt Obligations as of the Effective Date, and the Collateral Manager shall purchase each such Defaulted Security for not less than the greatest of (x) the Market Value of such Defaulted Security (y) the S&P Priority Category Recovery Rate for such Defaulted Security and (z) the Moody’s Recovery Rate for such Defaulted Security.