Mandatory Tender Sample Clauses

Mandatory Tender. Provided that the MAPS Agent gives notice to the Company and the Trustee on a Business Day not later than ten (10) days prior to the MAPS Remarketing Date of its intention to purchase this Note for remarketing (the "Notification Date"), this Note shall be automatically tendered, or deemed tendered, to the MAPS Agent for purchase on the MAPS Remarketing Date, except in the circumstances described in "Redemption" below, for 100% of the principal amount hereof. Upon tender, the MAPS Agent may remarket this Note for its own account at varying prices to be determined by the MAPS Agent at the time of such sale. From, and including, the MAPS Remarketing Date to, but excluding, the next succeeding Interest Rate Adjustment Date, this Note shall bear interest at the MAPS Interest Rate. If the MAPS Agent elects to remarket this Note, the obligation of the MAPS Agent to purchase this Note on the MAPS Remarketing Date is subject to, among other things, the conditions that, since the Notification Date, no material adverse change in the condition of the Company and its subsidiaries, considered as one enterprise, shall have occurred and that no Event of Default (as defined in the Indenture), or any event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to this Note shall have occurred and be continuing.

Mandatory Tender. On or before April 30, 2007 (the date of the delivery of the items referred to in clauses (a)-(c) below being referred to herein as the “Mandatory Tender Date”), the Borrower shall have delivered to the Administrative Agent and the Loan Insurer (a) a copy of a fully executed notice from the Borrower to the Notice Parties (as defined in the Bond Indenture) and a copy of a fully executed notice from the Tender Agent to all Owners (each as defined in the Bond Indenture) of the Tax-Exempt Bonds, which notices shall state the Borrower’s intention to provide Alternate Credit Enhancement and Alternate Liquidity Facility (each as defined in the Bond Indenture) and shall otherwise be in compliance with the requirements set forth in Sections 4.8(b) and 4.2 of the Bond Indenture, respectively (the “Mandatory Tender”), (b) a copy of such Alternate Credit Enhancement and an Alternate Liquidity Facility, together with a favorable opinion of bond counsel and an opinion of counsel to the issuer of such Alternate Credit Enhancement and Alternate Liquidity Facility, in each case, in compliance with the requirements of clauses (i) through (iii) of Section 4.8 of the Bond Indenture and (c) written evidence of (i) the provision for the purchase from the Liquidity Provider of all Liquidity Provider Bonds (each as defined in the Bond Indenture) and (ii) that all obligations under the Existing Credit Facilities have been satisfied in full in cash in accordance with the Pay-off Agreement, in each case in form and substance reasonably satisfactory the Controlling Party. On the Mandatory Tender Date, more or less simultaneously, (A) the CS Letter of Credit in favor of the Trustee shall be canceled and returned by the Trustee to Credit Suisse, (B) the Backstop Letter of Credit in favor of Credit Suisse shall be canceled and returned by Credit Suisse to the Issuing Bank, (C) the Issuing Bank shall issue a Backstop Letter of Credit to the Trustee in replacement of the CS Letter of Credit and (D) the Trustee, the Issuing Bank, Credit Suisse and the Borrower shall cooperate fully with each other to effectuate the more or less simultaneous exchange of all such letters of credit.

Mandatory Tender. In the case of a failure of the Borrower to make timely reimbursement of a drawing under a Bond Letter of Credit to pay principal of or interest on Bonds, give notice to the trustee under the applicable Issuer Documents of such failure and directing such trustee to effect a mandatory tender or the acceleration of such Bonds as may be permitted under such Issuer Documents. Notwithstanding the foregoing, if an Event of Default specified in Section 8.1(e) shall occur, then the Commitments and any obligations of the L/C Issuers to make L/C Credit Extensions shall automatically terminate and all Loans, all accrued interest in respect thereof, all accrued and unpaid fees and other indebtedness or obligations owing to the Lenders and the Administrative Agent hereunder shall immediately become due and payable and the obligations of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without the giving of any notice or other action by the Administrative Agent or the Lenders. Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to the extent permitted by law, a separate right of payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute.

Mandatory Tender upon tender (or constructive tender pursuant to Section 4.12D of the Bond Indenture) for purchase of such Bonds or portions thereof as required by Sections 4.07, 4.08, 4.09 (unless such Bonds or portions are in an R-FLOATs Mode), or 4.10 of the Bond Indenture on any day on which such Bonds or portions are so required to be tendered for purchase, and in any case (except upon constructive tender of such Bonds or portions thereof), upon delivery of any such Bond or portion thereof to be purchased to the Tender Agent on the Purchase Date therefor in accordance with Section 4.12D of the Bond Indenture, but only if the Purchase Price for such Bonds shall not have been paid by the time required by the Securities Depository to credit funds on the Purchase Date therefor from proceeds of the remarketing of Bonds pursuant to the Remarketing Agreement for such Bonds in accordance with the Bond Indenture or funds advanced by the Liquidity Facility Providers pursuant to the Liquidity Facilities for such Bonds.

Mandatory Tender. If the Remarketing Dealer gives notice to the Company and the Trustee no earlier than 15 Business Days prior to the first Remarketing Date and not later than 4:00 p.m., New York City time, on the 10th Business Day prior to the first Remarketing Date, of its intention to purchase the ROARS for remarketing (the "Notification Date"), the ROARS shall be automatically tendered, or deemed tendered, to the Remarketing Dealer for purchase on such Remarketing Date, except in certain circumstances described in Section 3.

Mandatory Tender. Provided that the SPURS Agent gives notice to the Company and the Trustee on or before the Notification Date of its intention to purchase the Notes for remarketing, each Note will be automatically tendered, or deemed tendered, to the SPURS Agent for remarketing at the SPURS Interest Rate on the SPURS Remarketing Date, except in the circumstances described in subsection (b)(2) and Section 305 below with regard to failure of the SPURS Agent to purchase the Notes. The purchase price for the tendered Notes to be paid by the SPURS Agent will equal 100% of the principal amount thereof. When the Notes are tendered for remarketing, the SPURS Agent may remarket the Notes for its own account at varying prices to be determined by the SPURS Agent at the time of each sale. From and including the SPURS Remarketing Date to, but excluding, the next succeeding Interest Rate Adjustment Date, the Notes will bear interest at the SPURS Interest Rate. If the SPURS Agent elects to remarket the Notes, the obligation of the SPURS Agent to purchase the Notes on the SPURS Remarketing Date is subject to the conditions set forth in the applicable SPURS Remarketing Agreement.

Mandatory Tender. (a) The Unredeemed Bonds are subject to mandatory tender in whole and not in part on the Mandatory Tender Date and shall be purchased at a price (the “Purchase Price”) equal to 100% of the principal amount of such Bonds, without premium. No later than 10:00 a.m., Eastern time, on the Mandatory Tender Date, the Holders of the Unredeemed Bonds shall deliver such Bonds to the Trustee. The Trustee shall utilize the following sources of payments to pay the Purchase Price of the Unredeemed Bonds not later than 2:30 p.m. Eastern time on the Mandatory Tender Date, in the following priority: (i) amounts on deposit in the Remarketing Proceeds Account, and (ii) any other Eligible Funds available or made available for such purpose at the direction of an Authorized Borrower Representative. (b) Not less than thirty (30) days before the Mandatory Tender Date, the Trustee shall give written notice of tender and remarketing to the Holders of Unredeemed Bonds by first class mail, postage prepaid, at their respective addresses appearing in the Register. The notice shall state the Mandatory Tender Date and that: (i) all outstanding Unredeemed Bonds are subject to mandatory tender for purchase on the Mandatory Tender Date and must be tendered for purchase on the Mandatory Tender Date; (ii) all outstanding Unredeemed Bonds will be purchased on the Mandatory Tender Date at a price equal to the Purchase Price; (iii) Holders will not have the right to elect to retain their Unredeemed Bonds and any such Bonds not tendered will nevertheless be deemed to have been tendered and will cease to bear interest from and after the Mandatory Tender Date; and (iv) the address of the office of the Trustee at which Holders should deliver their Unredeemed Bonds for purchase on the Mandatory Tender Date. If notice is given as stated in this subsection, failure of any Holder to receive such notice, or any defect in the notice, shall not affect the remarketing or the validity of the proceedings for the remarketing of the Unredeemed Bonds.

Mandatory Tender. Provided that the Callholder gives notice to the Company and the Trustee on or before the Notification Date of its intention to purchase the Notes for remarketing, each Note will be automatically tendered, or deemed tendered, to the Callholder for remarketing at the ROARS Coupon Reset Rate on the ROARS Remarketing Date, except in the circumstances described in subsection (b)(2) and Section 305 below with regard to failure of the Callholder to purchase the Notes. The purchase price for the tendered Notes to be paid by the Callholder will equal 100% of the principal amount thereof. When the Notes are tendered for remarketing, the Callholder may remarket the Notes for its own account at varying prices to be determined by the Callholder at the time of each sale. From and including the ROARS Remarketing Date to, but excluding, the next succeeding Interest Rate Adjustment Date, the Notes will bear interest at the ROARS Coupon Reset Rate. If the Callholder elects to remarket the Notes, the obligation of the Callholder to purchase the Notes on the ROARS Remarketing Date is subject to the conditions set forth in the applicable ROARS Remarketing Agreement.

Mandatory Tender. The Unredeemed Bonds are subject to mandatory tender on each Mandatory Tender Date. Holders will not have the right to elect to retain their Unredeemed Bonds, and any such Bonds not tendered will nevertheless be deemed to have been tendered and will cease to bear interest from and after the Mandatory Tender Date. Upon presentation and surrender of Unredeemed Bonds by a Holder on the date fixed for tender, such Holder shall be paid the Purchase Price of such Bonds. Accrued interest on such Bonds shall be paid separately on such Mandatory Tender Date, which is an Interest Payment Date, in the usual manner. Reference is made to the Indenture for a more complete description of the Project, the provisions, among others, with respect to the nature and extent of the security for the Bonds, the rights, duties and obligations of the Issuer, the Trustee and the Holders of the Bonds, and the terms and conditions upon which the Bonds are issued and secured. Each Holder assents, by its acceptance hereof, to all of the provisions of the Indenture. The Borrower is required by the Loan Agreement to cause the Lender (as defined in the Indenture) to make on its behalf Collateral Payments (as defined in the Indenture) to the Trustee in the amounts and at the times necessary to pay the principal of and interest (the “Bond Service Charges”) on the Bonds. In the Indenture, the Issuer has assigned to the Trustee, to provide for the payment of the Bond Service Charges on the Bonds, the Issuer’s right, title and interest in and to the Loan Agreement, except for Reserved Rights as defined in the Indenture. To secure its compliance with certain covenants in the Loan Agreement and in the Tax Exemption Certificate and Agreement dated [October 25], 2024 (the “Tax Exemption Agreement”), between the Issuer and the Borrower, the Borrower has executed and delivered the Regulatory Agreement and Declaration of Restrictive Covenants dated as of October 1, 2024 (the “Tax Regulatory Agreement”), among the Issuer, the Borrower and the Trustee. Copies of the Indenture, the Loan Agreement, the Tax Exemption Agreement and the Tax Regulatory Agreement are on file in the designated corporate trust office of the Trustee. The Bond Service Charges on the Bonds are payable solely from the Trust Estate, as defined and as provided in the Indenture (being, generally, the amounts payable under the Loan Agreement and the Note in repayment of the Loan, amounts on deposit in the Bond Fund, amounts received as C...