Agenda - 11-16-1993 - VIII-A (2)

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51 as shall be sufficient to cover reasonable compensation and reimbursement of expenses payable to the Trustee, and all Events of Default hereunder other than nonpayment of the principal of the Bonds which has become due by said declaration has been remedied, then, in every such case, such Event of Default shall be deemed waived and such declaration and its consequences rescinded and annulled, and the Trustee shall promptly give written notice of such waiver, rescission or annulment to the Corporation and the Paying Agent and shall give notice thereof by Mail to all Owners; 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. (c) On the occurrence and continuance of any Event of Default, then and in every such case the Trustee in its discretion may, and on the written direction of Owners of not less than majority in principal amount of the Bonds Outstanding and receipt of indemnity to its satisfaction, shall, in its own name and as the trustee of an express trust: (i)by mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Owners, and require the Defaulting Party to carry out any agreements with or for the benefit of the Owners and to perform its or their duties under the Contract and this Indenture, provided that any such remedy may be taken only to the extent permitted under the applicable provisions of the Contract or this Indenture, as the case may be; (ii)take whatever action at law or in equity may appear necessary or desirable to enforce its rights against the Defaulting Party. No right or remedy is intended to be exclusive of any other rights or remedies, but each and every such right or remedy is cumulative and in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or by statute. If any Event of Default has occurred and if requested by the Owners of a majority in aggregate principal amount of Bonds then Outstanding and indemnified as provided in Section 9.04, the Trustee shall be obligated to exercise such one or more of the rights and powers conferred by this Section as the Trustee,being advised by counsel, shall deem most expedient in the interests of the Owners. Section 9.03.Owners' Right to Direct Proceedings. Anything in this Indenture to the contrary notwithstanding, the Owners of a majority in aggregate principal amount of the Bonds then Outstanding have the right, at any time, to the extent permitted by law, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the time, method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Indenture, or for the appointment of a receiver, and any other proceedings hereunder; provided that such direction shall not be otherwise than in accordance with the provisions hereof. The Trustee is not required to act on any direction given to it pursuant to this Section until the indemnity described in Section 9.04 is furnished to it by such Owners. Section 9.04.Rights and Remedies of Owners. No Owner has any right to institute any suit, action or proceeding in equity or at law for the enforcement of this Indenture or for the execution of any trust hereof or for the appointment of a receiver or any other remedy hereunder, unless a default has occurred of which the Trustee has been notified as provided in Section 9.01, or of which by said Section it is deemed"to have notice, nor unless such default has become an Event of Default as defined in Section 9.01 and the Owners of not less than a majority in aggregate principal amount of Bonds then Outstanding have made written request to the Trustee and have offered reasonable opportunity either to proceed to exercise the powers granted therein or to institute such action, suit or proceedings in its own name, nor unless they have also offered to the Trustee indemnity as provided in this Section nor unless the Trustee thereafter fails or refuses to exercise the powers hereinbefore granted, or to institute such 35