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American Roads Standing Opinion Exhibits

American Roads Standing Opinion Exhibits

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Published by Chapter 11 Dockets
American Roads Standing Opinion Exhibits
American Roads Standing Opinion Exhibits

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Published by: Chapter 11 Dockets on Aug 30, 2013
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09/20/2014

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1
EXHIBIT A
 
I.
 
INDEX OF KEY PROVISIONS REGARDING AUTHORITY OF SYNCORA AND BANK OF NEW YORK TOEXERCISE
 
RIGHTS AND REMEDIES ON BEHALF OF BONDHOLDERS UNDER THE FINANCINGDOCUMENTS
 
Indenture
 
Supplemental Indentures
 
Collateral Agency Agreement
 
Common Agreement
 § 101§ 802§ 803§ 804§ 806§ 807§ 1002§ 1204(a)§ 4.2§ 6.1(a)§ 6.1(b)§ 6.4§ 6.5§ 1.01§ 3.03§ 7.03§ 7.04§ 7.10§ 7.12§ 1.1§ 8.3(a), (d)
II.
 
KEY PROVISIONS REGARDING AUTHORITY OF SYNCORA AND BANK OF NEW YORK TO EXERCISE
 
RIGHTS AND REMEDIES ON BEHALF OF BONDHOLDERS UNDER THE FINANCING DOCUMENTS
 
a.
 
L
IMITATIONS ON
B
ONDHOLDER 
C
OLLECTIVE
A
CTION
IGHTS
Section Text Debtors
Description
 
Bondholders’ Description
 
Indenture § 802
 – 
 AccelerationSubject to the terms of the CommonAgreement and the Collateral AgencyAgreement and the rights of any ApplicableInsurer pursuant to Section 1204, upon theoccurrence of any Event of Default describedin Section 8.1 of the Common Agreementknown to a Responsible Officer of theTrustee, the Trustee shall, but only upon thewritten request of the Applicable Insurer (soBondholders may notaccelerate payment of the Bonds upon theoccurrence of an
“Event
 of 
Default” without
the prior written consent of Syncora as theApplicable Insurer.
13-12412-brl Doc 127-1 Filed 08/28/13 Entered 08/28/13 16:52:54 Exhibit APg 1 of 20
 
2
Section Text Debtors
Description
 
Bondholders’ Description
 
long as the Applicable Bond Policy is ineffect and no Insurer Default has occurredand is continuing) or a Majority of theBondholders (with the prior written consentof the Applicable Insurer unless an Insurer Default has
occurred
and is continuing),declare all Bonds then outstanding to be dueand payable immediately, and, upon suchdeclaration, all principal and Interest accruedthereon and, to the fullest extent permitted byapplicable law, all make whole premium, if any, and all other amounts payable under theBonds and this Indenture shall becomeimmediately due and payable without presentment, demand, protest or notice of anykind, all of which are hereby waived by theIssuer. Interest shall accrue on the Bonds tothe date of payment (even if after the date of acceleration).Indenture § 803
 – 
 Other 
Remedies;
Rights of 
Bondholders
 Subject to the terms of the CommonAgreement and the Collateral AgencyAgreement and the rights of the ApplicableInsurer pursuant to Section 1204 hereof,upon the continuance of an Event of Default, if so requested by the ApplicableInsurer or a Majority of the Bondholders(with the consent of the ApplicableInsurer unless an Insurer Default hasoccurred and is continuing), and if satisfactory indemnity has been furnished toit, the Trustee shall exercise such of therights and powers conferred by thisIndenture, the Security Documents or any
other 
Transaction Document as theTrustee, being advised by counsel, shalldeem most effective to enforce and protectthe interests of 
the
Bondholders.Upon the continuance of an
“Event
 
of Default,”
 Syncora or a majority of the Bondholders (withSyncor 
a’s
consent) havethe right to direct Bank of New York, in itscapacity as the Trustee,to exercise the rightsand powers conferred by the FinancingDocuments.Indenture § 804
 – 
 
Subject to the terms of the CommonSyncora or a majority of 
13-12412-brl Doc 127-1 Filed 08/28/13 Entered 08/28/13 16:52:54 Exhibit APg 2 of 20
 
3
Section Text Debtors
Description
 
Bondholders’ Description
 
Rights of 
Bondholders
toDirect
Proceedings
 Agreement and the Collateral AgencyAgreement and the rights of the ApplicableInsurer pursuant to Section 1204 hereof, butanything else in this Indenture to thecontrary notwithstanding, the ApplicableInsurer (so long as no Insurer Default hasoccurred and is continuing) or a Majorityof the Bondholders
(with the
consent of the Applicable Insurer so long as noInsurer Default has occurred and iscontinuing) shall have the right at anytime, by an instrument or instruments inwriting executed and delivered to theTrustee, to direct the method and place of conducting all proceedings to be taken inconnection with the enforcement of theterms and conditions of this Indenture, theSecurity Documents, the Auction AgentAgreement or any other TransactionDocument or for the appointment of areceiver or any other proceedingshereunder or thereunder; provided that suchdirection shall be in accordance withapplicable law, this Indenture, the CommonAgreement and, if applicable, the SecurityDocuments, the Auction Agent Agreementor such other Transaction Document, and provided that the Trustee shall beindemnified to its satisfaction.the Bondholders (withSyncor 
a’s
consent) havethe right to direct themethod and place of conducting any proceeding for theenforcement of theterms and conditions of the FinancingDocuments.Indenture § 807
 – 
 
Rights and
Remedies
of 
Bondholders
  No
Bondholder 
shall have any right toinstitute any
 proceeding
for the
enforcement
of this Indenture or any rightor remedy granted hereby unless (i) anEvent of Default is
continuing,
(ii) a
Responsible
Officer of the Trustee isdeemed to have notice or 
knowledge
thereof or 
has
 been notified as providedin Section 901(d), (iii) a Majority of the
Bondholders
(with the consent of theApplicable Insurer unless an Insurer Default has occurred and is
continuing)
shall have made written request to theBondholders do nothave the right toinstitute proceedings for theenforcement of theIndenture or any right or remedy granted under the Indenture unless,among other things, theBondholders (withSyn
cora’s consent)
havemade written request to
13-12412-brl Doc 127-1 Filed 08/28/13 Entered 08/28/13 16:52:54 Exhibit APg 3 of 20

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