Common use of Issuer Events of Default Clause in Contracts

Issuer Events of Default. Unless otherwise specified in the related Terms Indenture, each of the following shall constitute an "Issuer Event of Default" with respect to any Series (whatever the reason for such Issuer Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (i) any failure to pay all interest on and principal of any Bond of such Series by its Stated Maturity; or (ii) any default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section 5.01 specifically dealt with) with respect to such Series or any representation or warranty of the Issuer made in this Indenture, or in any certificate or other writing delivered pursuant hereto or in connection herewith, with respect to such Series proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default or the circumstance or condition in respect of which such representation or warranty was incorrect (A) shall materially and adversely affect the interests of Holders of Bonds of such Series and (B) shall continue or shall not have been eliminated or otherwise remedied, as the case may be, for a period of sixty (60) days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders of Bonds representing at least 25% of the aggregate Principal Amount of such Series, a written notice specifying such default and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or (iii) the entry by a court having jurisdiction over the Issuer of (A) a decree or order for relief in respect of the Issuer in an involuntary case or proceeding under any applicable federal or state delinquency, bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Issuer as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of or for the Issuer under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order not stayed or dismissed and in effect for a period of more than ninety (90) consecutive days; or (iv) the commencement by the Owner Trustee on behalf of the Issuer of a voluntary case or proceeding under any applicable federal or state delinquency, bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Issuer to the entry of a decree or order for relief in respect of the Issuer in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against the Issuer, or the filing by the Owner Trustee on behalf of the Issuer of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by the Owner Trustee on behalf of the Issuer to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of or for the Issuer or of any substantial part of the Issuer's property, or the making by the Owner Trustee on behalf of the Issuer of an assignment for the benefit of creditors, or the admission by the Owner Trustee on behalf of the Issuer in writing of the Issuer's inability to pay its debts generally as they become due, or the taking of corporate action by the Owner Trustee on behalf of the Issuer in furtherance of any such action; or (v) the impairment of the validity or effectiveness of this Indenture or any Grant hereunder, or the subordination or, except as permitted hereunder, the termination or discharge of the lien of this Indenture, or the creation of any lien, charge, security interest, mortgage or other encumbrance (other than the lien of this Indenture or any other lien expressly permitted hereby) with respect to any part of the related Trust Estate or any interest in or proceeds of the related Trust Estate, or the failure of the lien of this Indenture to constitute a valid first priority perfected security interest in the related Trust Estate (subject only to those liens expressly permitted hereby to be prior to the lien hereof), provided that, if such impairment, such subordination, the creation of such lien, or the failure of the lien on the related Trust Estate to constitute such a security interest shall be susceptible of cure, no Issuer Event of Default shall arise until the continuation of any such default unremedied for a period of thirty (30) days after receipt of notice thereof; or (vi) such other events, circumstances and conditions, if any, identified in the related Terms Indenture as "Issuer Events of Default" shall have occurred or exist.

Issuer Events of Default. Unless otherwise specified The Bond Trustee at its discretion may, and if so requested in writing by the holders of at least 25 per cent. of the aggregate Principal Amount Outstanding of the Covered Bonds (which for this purpose or the purpose of any Extraordinary Resolution referred to in this Condition 9.1 (Issuer Events of Default) means the Covered Bonds of a Series together with the Covered Bonds of any other Series constituted by the Trust Deed) then outstanding as if they were a single Series (with the nominal amount of Covered Bonds not denominated in Canadian Dollars converted into Canadian Dollars at the relevant Covered Bond Swap Rate) or if so directed by an Extraordinary Resolution of all the Covered Bondholders will (subject in each case to being indemnified and/or secured to its satisfaction), give notice (an Issuer Acceleration Notice) in writing to the Issuer that as against the Issuer (but not, for the avoidance of doubt, against the Guarantor under the Covered Bond Guarantee) each Covered Bond of each Series is, and each such Covered Bond will thereupon immediately become, due and payable at its Early Redemption Amount together with (to the extent not included in the related Terms Indenture, each Early Redemption Amount) accrued interest as provided in the Trust Deed if any of the following shall constitute events (each, an "Issuer Event of Default" ) will occur and be continuing: (a) if default is made by the Issuer for a period of ten Canadian Business Days or more in the payment of any principal or 30 days or more in the payment of any interest due in respect of the Covered Bonds or any of them; or (b) if the Issuer fails to perform or observe any of its obligations not otherwise specified in paragraph (a) above or paragraph (f) below under the Covered Bonds or Coupons of any Series or the Trust Deed or any other Transaction Documents to which the Issuer is a party (other than the Program Agreement and any subscription agreement), but excluding any obligation of the Issuer to comply with the Asset Coverage Test or any Loan Representations and Warranties given by the Issuer thereunder or pursuant thereto, and (except where the Bond Trustee considers such failure to be incapable of remedy when no such continuation or notice as is hereinafter referred to will be required) such failure continues for the period of 30 days (or such longer period as the Bond Trustee may permit) after written notice thereof has been given by the Bond Trustee to the Issuer requiring the same to be remedied; or (c) if an Insolvency Event has occurred with respect to the Issuer; or (d) if an Asset Coverage Test Breach Notice has been served and not revoked (in accordance with the terms of the Transaction Documents) on or before the immediately succeeding Calculation Date following service of such Asset Coverage Test Breach Notice; or (e) if the Pre-Maturity Test in respect of any Series (whatever of Hard Bullet Covered Bonds is breached less than six months prior to the reason Final Maturity Date for such Series and the Guarantor has not taken the necessary actions to cure the breach before the earlier to occur of: (i) ten Canadian Business Days from the date that the Seller is notified of the breach of the Pre-Maturity Test; and (ii) the Final Maturity Date of that Series of Hard Bullet Covered Bonds; or (f) if a Ratings Trigger prescribed by the Conditions or the Transaction Documents (and not otherwise specifically provided for in this Condition 9.1 (Issuer Events of Default)) is breached and the prescribed remedial action is not taken within the specified time period, unless, in respect of any Ratings Trigger other than the Account Bank Required Ratings, the Stand-By Account Bank Required Ratings, the Servicer Deposit Threshold Ratings or the Cash Management Deposit Ratings, such breach occurs at a time that the Guarantor is Independently Controlled and Governed, provided that the condition, event or act described in paragraphs (b) to (e) above will only constitute an Issuer Event of Default if the Bond Trustee has certified in writing to the Issuer and the Guarantor that such condition, event or act is, in its opinion, materially prejudicial to the interests of the Covered Bondholders of any Series. Upon the Covered Bonds becoming immediately due and payable against the Issuer pursuant to this Condition 9.1 (Issuer Events of Default), the Bond Trustee will forthwith serve on the Guarantor a notice to pay (the Notice to Pay) pursuant to the Covered Bond Guarantee. If a Notice to Pay has been served, the Guarantor will be required to make payments of Guaranteed Amounts when the same will become Due for Payment in accordance with the terms of the Covered Bond Guarantee and the Trust Deed. Following the occurrence of an Issuer Event of Default and whether it shall be voluntary service of an Issuer Acceleration Notice, the Bond Trustee may or involuntary or be effected will take such proceedings against the Issuer in accordance with the first paragraph of Condition 9.3 (Enforcement). The Trust Deed provides that all funds received by operation of law or pursuant to any judgment, decree or order of any court the Bond Trustee from the Issuer or any order, rule liquidator or regulation of any administrative or governmental body): (i) any failure to pay all interest on and principal of any Bond of such Series by its Stated Maturity; or (ii) any default Person with similar powers appointed in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section 5.01 specifically dealt with) with respect to such Series or any representation or warranty of the Issuer made in this Indenture, or in any certificate or other writing delivered pursuant hereto or in connection herewith, with respect to such Series proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default or the circumstance or condition in respect of which such representation or warranty was incorrect (A) shall materially and adversely affect the interests of Holders of Bonds of such Series and (B) shall continue or shall not have been eliminated or otherwise remedied, as the case may be, for a period of sixty (60) days after there shall have been given, by registered or certified mail, relation to the Issuer following the occurrence of an Issuer Event of Default and service of an Issuer Acceleration Notice (the Excess Proceeds), will be deposited by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders of Bonds representing at least 25% of the aggregate Principal Amount of such Series, a written notice specifying such default and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or (iii) the entry by a court having jurisdiction over the Issuer of (A) a decree or order for relief in respect of the Issuer in an involuntary case or proceeding under any applicable federal or state delinquency, bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Issuer as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of or for the Issuer under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order not stayed or dismissed and in effect for a period of more than ninety (90) consecutive days; or (iv) the commencement by the Owner Bond Trustee on behalf of the Issuer Covered Bondholders, as soon as practicable, into the GDA Account, and following a Guarantor Event of Default and service of a voluntary case Guarantor Acceleration Notice, deposited or proceeding under any paid in such other manner as the Bond Trustee may direct, and in either case, will be distributed in accordance with the applicable federal Priorities of Payments. The Excess Proceeds will thereafter form part of the Charged Property and, if deposited into the GDA Account, will be used by the Guarantor in the same manner as all other funds from time to time standing to the credit of the GDA Account and distributed in accordance with the applicable Priorities of Payments. By subscribing for or state delinquencypurchasing Covered Bonds, bankruptcyeach Covered Bondholder will be deemed to have irrevocably directed the Bond Trustee to deposit the Excess Proceeds into the GDA Account in the manner described above, insolvencyor following a Guarantor Event of Default and service of a Guarantor Acceleration Notice, reorganization deposit or pay the Excess Proceeds in such other similar law or manner as the Bond Trustee may direct, provided that in each case, distributions thereof will be made in accordance with the applicable Priorities of Payments. Upon deposit of any Excess Proceeds into the GDA Account, the Guarantor will be deemed to have assumed all of the obligations of the Issuer (other case or proceeding than the obligation to be adjudicated a bankrupt or insolvent, or the consent make any payments in respect of additional amounts which may become payable by the Issuer pursuant to the entry of Condition 7 (Taxation)), and be solely liable as principal obligor, and not as a decree or order for relief guarantor, in respect of the Issuer in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or obligation to pay to the commencement Covered Bondholders and/or Couponholders interest and principal in respect of any bankruptcy or insolvency case or proceeding Covered Bonds to which the Excess Proceeds relate (to the extent distributable to Covered Bondholders under the applicable Priorities of Payments), and the Covered Bondholders and/or Couponholders will have no rights against the Issuer, or the filing by the Owner Trustee on behalf of the Issuer of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by the Owner Trustee on behalf of the Issuer to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of or for the Issuer or of any substantial part of the Issuer's property, or the making by the Owner Trustee on behalf of the Issuer of an assignment for the benefit of creditors, or the admission by the Owner Trustee on behalf of the Issuer in writing of the Issuer's inability to pay its debts generally as they become due, or the taking of corporate action by the Owner Trustee on behalf of the Issuer in furtherance of any such action; or (v) the impairment of the validity or effectiveness of this Indenture or any Grant hereunder, or the subordination or, except as permitted hereunder, the termination or discharge of the lien of this Indenture, or the creation of any lien, charge, security interest, mortgage or other encumbrance (other than the lien of this Indenture or any other lien expressly permitted hereby) with respect to any part of the related Trust Estate or any interest in or proceeds of the related Trust Estate, or the failure of the lien of this Indenture to constitute a valid first priority perfected security interest in the related Trust Estate (subject only to those liens expressly permitted hereby to be prior to the lien hereof), provided that, if such impairment, such subordination, the creation payment of such lien, or the failure of the lien on the related Trust Estate to constitute such a security interest shall be susceptible of cure, no Issuer Event of Default shall arise until the continuation of any such default unremedied for a period of thirty (30) days after receipt of notice thereof; or (vi) such other events, circumstances and conditions, if any, identified in the related Terms Indenture as "Issuer Events of Default" shall have occurred or existExcess Proceeds.

Issuer Events of Default. Unless otherwise specified The Bond Trustee at its discretion may, and if so requested in writing by the holders of at least 25 percent of the aggregate Principal Amount Outstanding of the Covered Bonds (which for this purpose or the purpose of any Extraordinary Resolution (as defined in the related Terms Indenture, each Trust Deed) referred to in this Condition 7.01 means the Covered Bonds of this Series together with the Covered Bonds of any other Series constituted by the Trust Deed) then outstanding as if they were a single Series (with the nominal amount of Covered Bonds not denominated in CAD converted into CAD at the applicable Covered Bond Swap Rate) or if so directed by an Extraordinary Resolution of all the holders of the following shall constitute an "Issuer Event Covered Bonds shall, (but in the case of Default" with respect to any Series (whatever the reason for such Issuer Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order happening of any court or any order, rule or regulation of any administrative or governmental body): (i) any failure to pay all interest on and principal of any Bond of such Series by its Stated Maturity; or (ii) any default in the observance or performance of any covenant or agreement of the Issuer made events mentioned in this Indenture sub-paragraphs (other than a covenant or agreementb) to (f) below, a default in only if the observance or performance of which is elsewhere in this Section 5.01 specifically dealt with) with respect to such Series or any representation or warranty of the Issuer made in this Indenture, or in any certificate or other writing delivered pursuant hereto or in connection herewith, with respect to such Series proving to have been incorrect in any material respect as of the time when the same Bond Trustee shall have been made, and such default or the circumstance or condition certified in respect of which such representation or warranty was incorrect (A) shall materially and adversely affect the interests of Holders of Bonds of such Series and (B) shall continue or shall not have been eliminated or otherwise remedied, as the case may be, for a period of sixty (60) days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or writing to the Issuer and the Indenture Trustee by Guarantor, that such event is, in its opinion, materially prejudicial to the Holders of Bonds representing at least 25% interests of the aggregate Principal holders of the Covered Bonds of any Series) (subject in each case to being indemnified and/or secured to its satisfaction), give notice (an “Issuer Acceleration Notice”) in writing to the Issuer that as against the Issuer (but, for the avoidance of doubt, not against the Guarantor under the Covered Bond Guarantee) each Covered Bond of each Series is, and each such Covered Bond shall thereupon immediately become, due and repayable at its Early Redemption Amount together with accrued interest as provided in the Trust Deed if any of such Seriesthe following events (each, a written notice specifying such default and requiring it to be remedied and stating that such notice is a "Notice an “Issuer Event of Default" hereunder; or (iii”) the entry by a court having jurisdiction over shall occur and be continuing: the Issuer of (A) a decree fails to pay any principal or order for relief interest in respect of the Issuer Covered Bonds within 10 Business Days in an involuntary the case of principal and 30 days in the case of interest, in each case of the respective due date; or proceeding under any applicable federal or state delinquency, bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Issuer as bankrupt fails to perform or insolventobserve any obligations under the Covered Bonds of any Series, the Trust Deed or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of or any other Transaction Document (other than the Dealership Agreement and any subscription agreement for the Covered Bonds) to which the Issuer under is a party (other than any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official obligation of the Issuer or to comply with the Asset Coverage Test and any other obligation of any substantial part of its property, or ordering the winding up or liquidation of its affairs, Issuer specifically provided for in this Condition 7.01) and the continuance of any such decree or order for relief or any such other decree or order not stayed or dismissed and in effect failure continues for a period of more than ninety 30 days (90or such longer period as the Bond Trustee may permit) consecutive days; or (iv) next following the commencement service by the Owner Bond Trustee on behalf of the Issuer of a voluntary case or proceeding under any applicable federal or state delinquency, bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding notice requiring the same to be adjudicated a bankrupt or insolvent, or remedied (except in circumstances where the consent Bond Trustee considers such failure to be incapable of remedy in which case no period of continuation will apply and no notice by the Issuer to the entry of a decree Bond Trustee will be required); or order for relief an Insolvency Event in respect of the Issuer Issuer; or an Asset Coverage Test Breach Notice has been served and not revoked (in an involuntary case accordance with the terms of the Transaction Documents) on or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law before the Guarantor Payment Date immediately following the next Calculation Date after service of such Asset Coverage Test Breach Notice; or to the commencement extent any Series of any bankruptcy or insolvency case or proceeding against Hard Bullet Covered Bonds is issued and outstanding and the Issuer, or the filing by the Owner Trustee on behalf of the Issuer of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by the Owner Trustee on behalf of the Issuer to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of or for the Issuer or of any substantial part of the Issuer's property, or the making by the Owner Trustee on behalf of the Issuer of an assignment for the benefit of creditors, or the admission by the Owner Trustee on behalf of the Issuer Pre-Maturity Test in writing of the Issuer's inability to pay its debts generally as they become due, or the taking of corporate action by the Owner Trustee on behalf of the Issuer in furtherance respect of any such action; or Series of Hard Bullet Covered Bonds is breached less than six months prior to the Final Maturity Date of that Series of Hard Bullet Covered Bonds, and the Guarantor has not cured the breach before the earlier to occur of: (vi) ten Canadian Business Days from the date that the Seller is notified of the breach of the Pre- Maturity Test and (ii) the impairment Final Maturity Date of that Series of Hard Bullet Covered Bonds; or if a ratings trigger prescribed by the validity or effectiveness of this Indenture or any Grant hereunder, Conditions or the subordination orTransaction Documents (and not otherwise specifically provided for in this Condition 7.01) is breached and the prescribed remedial action is not taken within the specified time period, except as permitted hereunderunless, the termination or discharge of the lien of this Indenture, or the creation in respect of any lien, charge, security interest, mortgage or other encumbrance (ratings trigger other than the lien of this Indenture or any other lien expressly permitted hereby) with respect to any part of Account Bank Threshold Ratings, the related Trust Estate or any interest in or proceeds of Standby Account Bank Threshold Ratings, the related Trust Estate, or Cash Manager Required Ratings and the failure of the lien of this Indenture to constitute a valid first priority perfected security interest in the related Trust Estate (subject only to those liens expressly permitted hereby to be prior to the lien hereof), provided that, if such impairmentServicer Deposit Threshold Ratings, such subordination, breach occurs at a time that the creation of such lien, or the failure of the lien on the related Trust Estate to constitute such a security interest shall be susceptible of cure, no Issuer Event of Default shall arise until the continuation of any such default unremedied for a period of thirty (30) days after receipt of notice thereof; or (vi) such other events, circumstances Guarantor is Independently Controlled and conditions, if any, identified in the related Terms Indenture as "Issuer Events of Default" shall have occurred or existGoverned.

Issuer Events of Default. Unless otherwise specified If: (a) default is made in the related Terms Indenturepayment of any principal or premium (if any) in respect of any Bond pursuant to Condition 8, each or for a period of 5 days or more in the payment of any interest due in respect of the Bonds; or (b) the Company fails to perform or observe any of its other obligations, covenants, conditions or provisions under the Bonds, the Trust Deed or the Insurance and Indemnity Agreement and (except where the Controlling Party shall have certified to the Company in writing that it considers such failure to be incapable of remedy in which case no such notice or continuation as is hereinafter mentioned will be required) such failure continues for the period of 60 days (or such longer period as the Trustee may, with the approval of the Controlling Party, permit) next following shall constitute an "Issuer Event the service by the Trustee on the Company of Default" with respect notice requiring the same to any Series (whatever the reason for such Issuer Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):remedied; or (i) any failure other Indebtedness For Borrowed Money of the Company or any Principal Subsidiary becomes due and repayable prior to its stated maturity by reason of an event of default (however described) or (ii) any such Indebtedness For Borrowed Money (including as aforesaid) is not paid when due or (iii) the Company or any Principal Subsidiary fails to pay all interest on and principal when due any amount payable by it under any present or future guarantee for, or indemnity in respect of any Bond Indebtedness For Borrowed Money of any person or (iv) any security given by the Company or any Principal Subsidiary for any Indebtedness For Borrowed Money of any person or any guarantee or indemnity of Indebtedness For Borrowed Money of any person becomes enforceable by reason of default in relation thereto and steps are taken to enforce such security save in any such case where there is a bona fide dispute as to whether the relevant Indebtedness For Borrowed Money or any such guarantee or indemnity as aforesaid shall be due and payable, provided that the aggregate amount of the relevant Indebtedness For Borrowed Money in respect of which any one or more of the events mentioned above in this sub-paragraph (c) has or have occurred equals or exceeds whichever is the greater of (pound)25,000,000 or its equivalent in other currencies (as determined by the Trustee) and two per cent of the Capital and Reserves and such event shall continue unremedied or unwaived for more than 14 days (or such longer grace period as may have been originally provided in the applicable instrument) and the time for payment of such Series by its Stated Maturityamount has not been expressly extended (until such time as any payment default is remedied, cured or waived). For the purposes of this sub-paragraph (c), "Indebtedness for Borrowed Money" shall exclude Project Finance Indebtedness; or (iid) any default in the observance Company ceases to own directly or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section 5.01 specifically dealt with) with respect to such Series or any representation or warranty of the Issuer made in this Indenture, or in any certificate or other writing delivered pursuant hereto or in connection herewith, with respect to such Series proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default or the circumstance or condition in respect of which such representation or warranty was incorrect (A) shall materially and adversely affect the interests of Holders of Bonds of such Series and (B) shall continue or shall not have been eliminated or otherwise remedied, as the case may be, for a period of sixty (60) days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders of Bonds representing indirectly at least 2551% of the aggregate Principal Amount ordinary share capital of such Series, a written notice specifying such default and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunderNorthern Electric plc; or (e) any order shall be made by any competent court or any resolution shall be passed for the winding up or dissolution of the Company, save for the purposes of amalgamation, merger, consolidation, reorganisation, reconstruction or other similar arrangement on terms previously approved in writing by the Controlling Party or (where the Controlling Party is the Trustee) by an Extraordinary Resolution of the Bondholders; or (f) any order shall be made by any competent court or any resolution shall be passed and not validly revoked or cancelled within 30 days for the winding up or dissolution of a Principal Subsidiary, save for the purposes of amalgamation, merger, consolidation, reorganisation, reconstruction or other similar arrangement (i) not involving or arising out of the insolvency of such Principal Subsidiary and under which all the surplus assets of such Principal Subsidiary are transferred to the Company or any of its other Subsidiaries (not being an Excluded Subsidiary) or (ii) the terms of which have previously been approved in writing by the Controlling Party or (where the Controlling Party is the Trustee), by an Extraordinary Resolution of the Bondholders; or (g) he Company or any Principal Subsidiary shall cease to carry on the whole or substantially the whole of its business, save in each case for the purposes of amalgamation, merger, consolidation, reorganisation, reconstruction or other arrangement (i) not involving or arising out of the insolvency of the Company or such Principal Subsidiary and under which all or substantially all of its assets are transferred, in the case of the Company, to a Subsidiary of the Company or, in the case of a Principal Subsidiary, to the Company or another Subsidiary of the Company (in each case not being an Excluded Subsidiary) or to a transferee which is, or immediately upon such transfer becomes, a Principal Subsidiary or (ii) under which all or substantially all of its assets are transferred to a third party or parties (whether a Subsidiary or Subsidiaries of the Company or not) for full consideration by the Company or a Principal Subsidiary on an arm's length basis or (iii) the entry terms of which have previously been approved in writing by a court having jurisdiction over the Issuer Controlling Party or (where the Controlling Party is the Trustee) by an Extraordinary Resolution of the Bondholders provided that (A) a decree if Northern Electric plc shall cease to hold or order for relief shall transfer the PES Licence (other than where the PES Licence is revoked, terminated or surrendered in respect the circumstances envisaged by paragraph (i)(a), (b) or (c) of the Issuer definition of Restructuring Event in Condition 3 and such revocation, termination or surrender does not constitute a Restructuring Event pursuant to paragraph (i) of such definition) the Company shall be deemed to have ceased to carry on the whole or substantially the whole of its business (and neither of exceptions (i) and (ii) above shall apply) unless the transferee of the PES Licence is the Company or a Subsidiary of the Company (not being an involuntary case Excluded Subsidiary), at least 51% of the ordinary share capital of which is owned directly or proceeding under any applicable federal or state delinquency, bankruptcy, insolvency, reorganization or other similar law indirectly by the Company (the "NE Transferee") and in either such event all references in these Terms and Conditions to Northern Electric plc shall hereafter be deemed to be references to the NE Transferee; or (B) if an Excluded Licence is granted to any person, the transfer by the Company or a decree Principal Subsidiary of the business relating to such Excluded Licence for full consideration on an arms length basis and the consequent cessation at such business of the Company or order adjudging such Principal Subsidiary shall be deemed not to fail within this paragraph (g); or (h) the Issuer as bankrupt Company or insolventany principal Subsidiary shall suspend or shall threaten to suspend payment of its debts generally or shall be declared or adjudicated by a competent court to be unable, or approving shall admit in writing its inability, to pay its debts (within the meaning of Section 123(1) or (2) of the Insolvency Act 1986) as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of or for the Issuer under any applicable federal or state lawthey fall due, or appointing shall be adjudicated or found insolvent by a custodian, competent court or shall enter into any composition or other similar arrangement with its creditors under Part I of the Insolvency ▇▇▇ ▇▇▇▇; or (i) a receiver, liquidatoradministrative receiver, assignee, trustee, sequestrator administrator or other similar official of shall be appointed in relation to the Issuer or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief Company or any such other decree Principal Subsidiary or order not stayed or dismissed and in effect for a period of more than ninety (90) consecutive days; or (iv) the commencement by the Owner Trustee on behalf of the Issuer of a voluntary case or proceeding under any applicable federal or state delinquency, bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Issuer relation to the entry of whole or a decree or order for relief in respect of the Issuer in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against the Issuer, or the filing by the Owner Trustee on behalf of the Issuer of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by the Owner Trustee on behalf of the Issuer to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of or for the Issuer or of any substantial part of the Issuer's propertyundertaking or assets of any of them or a distress, execution or other process shall be levied or enforced upon or sued out against, or the making by the Owner Trustee on behalf of the Issuer of an assignment for the benefit of creditors, or the admission by the Owner Trustee on behalf of the Issuer in writing of the Issuer's inability to pay its debts generally as they become due, or the taking of corporate action by the Owner Trustee on behalf of the Issuer in furtherance of any such action; or (v) the impairment of the validity or effectiveness of this Indenture or any Grant hereunder, or the subordination or, except as permitted hereunderencumbrancer shall take possession of, the termination whole or discharge of the lien of this Indenture, or the creation of any lien, charge, security interest, mortgage or other encumbrance (other than the lien of this Indenture or any other lien expressly permitted hereby) with respect to any a substantial part of the related Trust Estate or assets of any interest of them and in or proceeds any of the related Trust Estate, foregoing cases it or he shall not be paid out or discharged within 20 days (or such longer period as the failure of the lien of this Indenture to constitute a valid first priority perfected security interest Trustee may in the related Trust Estate (subject only to those liens expressly permitted hereby to be prior to the lien hereofits absolute discretion permit), provided that, if such impairment, such subordination, the creation of such lien, or the failure of the lien on the related Trust Estate to constitute such a security interest shall be susceptible of cure, no Issuer Event of Default shall arise until the continuation of any such default unremedied for a period of thirty (30) days after receipt of notice thereof; or (vi) such other events, circumstances and conditions, if any, identified in the related Terms Indenture as "Issuer Events of Default" shall have occurred or exist.;

Issuer Events of Default. Unless otherwise specified in the related Terms Indenture, each Each of the following shall constitute an "Issuer Event of Default" with respect to any Series (whatever regardless of the reason for such Issuer Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law Law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (i) with respect to the most senior Outstanding Class of Bonds only (for purposes of this Section 5.01(i), the Class A-1, Class A-2 and Class S Bonds are pari passu), the failure to pay all interest (or with respect to the Class S and Class X Bonds, the Class S Distributable Amount and the Class X Distributable Amount, respectively) within five (5) days of the Payment Date on which payment is due (excluding for this purpose any LIBOR Deficiency Amounts, Class S Shortfalls and Class X Shortfalls); (ii) with respect to any Bond, the failure to pay all interest on and principal (or, in the case of any Bond the Class S and Class X Bonds, all unpaid Scheduled Payments, or if an acceleration or an optional redemption pursuant to Section 11.01 of this Indenture of the Bonds has occurred, the Class S Early Termination Amount and the Class X Early Termination Amount, respectively) of such Series Bond by its Stated Maturity; orMaturity Date; (iiiii) any default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is set forth elsewhere in this Section 5.01 specifically dealt with5.01) with respect to such Series or any representation or warranty of the Issuer made in this Indenture, or in any certificate or other writing delivered pursuant hereto or in connection herewith, with respect to such Series proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default or the circumstance or condition in respect of which such representation or warranty was incorrect (A) shall materially and adversely affect the interests of Holders of the Bonds of such Series and (B) shall continue or shall not have been eliminated or otherwise remedied, as the case may be, for a period of sixty thirty (6030) days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders of Bonds representing at least 25% of the aggregate Principal Amount Voting Rights of such Seriesthe Bonds, a written notice specifying such default and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or; (iiiiv) the entry by a court having jurisdiction over the Issuer of (A) a decree or order for relief in respect of the Issuer in an involuntary case or proceeding under any applicable federal or state delinquency, bankruptcy, insolvency, reorganization or other similar law Law or (B) a decree or order adjudging the Issuer as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of or for the Issuer under any applicable federal or state lawLaw, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order not stayed or dismissed and in effect for a period of more than ninety sixty (9060) consecutive days; or; (ivv) the commencement by the Owner Trustee on behalf of the Issuer of a voluntary case or proceeding under any applicable federal or state delinquency, bankruptcy, insolvency, reorganization or other similar law Law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Issuer to the entry of a decree or order for relief in respect of the Issuer in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law Law or to the commencement of any bankruptcy or insolvency case or proceeding against the Issuer, or the filing by the Owner Trustee on behalf of the Issuer of a petition or answer or consent seeking reorganization or relief under any applicable federal or state lawLaw, or the consent by the Owner Trustee on behalf of the Issuer to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of or for the Issuer or of any substantial part of the Issuer's property, or the making by the Owner Trustee on behalf of the Issuer of an assignment for the benefit of creditors, or the admission by the Owner Trustee on behalf of the Issuer in writing of the Issuer's inability to pay its debts generally as they become due, or the taking of corporate action by the Owner Trustee on behalf of the Issuer in furtherance of any such action; or; (vvi) the impairment of the validity or effectiveness of this Indenture or any the Grant hereunder, or the subordination or, except as permitted hereunder, the termination or discharge of the lien of this Indenture, or the creation of any lien, charge, security interest, mortgage or other encumbrance (other than the lien of this Indenture or any other lien expressly permitted hereby) with respect to any part of the related Trust Estate or any interest in or proceeds of the related Trust Estate, or the failure of the lien of this Indenture to constitute a valid first priority perfected security interest in the related Trust Estate (subject only to those liens expressly permitted hereby to be prior to the lien hereof), provided that, if such impairment, such subordination, the creation of such lien, or the failure of the lien on the related Trust Estate to constitute such a first priority perfected security interest shall be susceptible of cure, no Issuer Event of Default shall arise until the continuation of any such default unremedied for a period of thirty ten (3010) days after receipt of notice thereof; or (vivii) such other eventsthe Issuer ceases to be a QRS; provided, circumstances however, that for so long as any Offered Bond is Outstanding, it shall not be an Issuer Event of Default if required Accrued Bond Interest payments are not made to the Holders of the Class F and conditionsClass G Bonds or the Class X Distributable Amount and Class X Shortfall are not paid; provided further, that an Issuer Event of Default shall occur if any, identified all accrued and unpaid interest is not paid to the holders of the Class F and Class G Bonds and all Class X Distributable Amounts and Class X Shortfalls are not paid in the related Terms Indenture as "Issuer Events of Default" shall have occurred or existfull by their respective Stated Maturities.

Issuer Events of Default. Unless otherwise The Representative at its discretion may, and if so requested in writing by the holders of at least one- fifth of the aggregate Principal Amount Outstanding of the Covered Bonds (which for this purpose or the purpose of any Extraordinary Resolution referred to in this Condition 10.1 means the Covered Bonds of this Series together with the Covered Bonds of any other Series then outstanding) then outstanding as if they were a single Series or if so directed by an Extraordinary Resolution of all the Covered Bondholders shall (subject in each case to being indemnified and/or secured to its satisfaction), give notice (an Issuer Acceleration Notice) in writing to the Issuer that as against the Issuer (but not, for the avoidance of doubt, against the Fund under the Covered Bond Guarantee) each Covered Bond of each Series then outstanding is, and each such Covered Bond shall thereupon immediately become, due and repayable at its Early Redemption Amount together with accrued interest (and, if this is an Inflation Linked Annuity Covered Bond, adjusted for indexation in accordance with the provisions specified in the related Terms Indenture, each applicable Final Terms) as provided in the Representative and Agency Agreement if any of the following shall constitute events (each an "Issuer Event of Default" with respect to any Series ) shall occur and be continuing: (whatever a) if default is made in the reason for such Issuer Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order payment of any court principal, premium (if any), interest or any order, rule other amount due in respect of the Covered Bonds or regulation any of them and the default continues for a period of five days in the case of principal or premium (if any) and five days in the case of interest or any administrative or governmental body): (i) any failure to pay all interest on and principal of any Bond of such Series by its Stated Maturityother amount; or (iib) if the Issuer fails to perform or observe any default in of its other obligations under these Terms and Conditions, the observance or performance Conditions of any covenant other Series of Covered Bonds or agreement any other Transaction Document (other than the Programme Agreement and each Subscription Agreement) (but excluding any obligation of the Issuer made to comply with the Asset Coverage Test) and (except in this Indenture (other than a covenant or agreementany case where, a default in the observance opinion of the Representative, the failure is incapable of remedy when no such continuation or performance notice as is hereinafter mentioned will be required) the failure continues for the period of which is elsewhere in this Section 5.01 specifically dealt with30 days next following the service by the Representative on the Issuer of notice requiring the same to be remedied; or (c) with respect to such Series or if any representation or warranty borrowed money of the Issuer or any of its, Principal Subsidiaries is not paid when due or becomes (whether by declaration or automatically in accordance with the relevant agreement or instrument constituting the same) due and payable by reason of any default (however described) prior to the date when it would otherwise have become due or any creditor of the Issuer or any of its Principal Subsidiaries becomes entitled to declare any such borrowed money due and payable by reason of any default (however described) or any facility or commitment available to the Issuer or any of its Principal Subsidiaries relating to borrowed money is withdrawn, suspended or cancelled by reason of any default (however described) of the company concerned, provided that, for the purposes of this subparagraph (c), the borrowed money must, when aggregated with all other borrowed money to which any part of this Condition 10.1(c) applies, exceed U.S.$25,000,000 (or its equivalent in any other currency); or (d) if any order is made in this Indentureby any competent court or resolution passed for the winding up or dissolution of the Issuer or any of its Principal Subsidiaries, save for the purposes of reorganisation on terms approved by an Extraordinary Resolution of the Covered Bondholders; or (e) if the Issuer or any of its Principal Subsidiaries ceases or threatens to cease to carry on the whole or a substantial part of its business, save for the purposes of reorganisation on terms approved by an Extraordinary Resolution of the Covered Bondholders, or in the Issuer or any certificate of its Principal Subsidiaries stops or other writing delivered threatens to stop payment of, or is unable to, or admits inability to, pay, its debts (or any class of its debts) as they fall due, or is deemed unable to pay its debts pursuant hereto to or in connection herewithfor the purposes of any applicable law, with respect to such Series proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default or the circumstance is adjudicated or condition in respect of which such representation found bankrupt or warranty was incorrect insolvent; or (f) if (A) shall materially and adversely affect proceedings are initiated against the, Issuer or any of its Principal Subsidiaries under any applicable liquidation, insolvency, composition, reorganisation or other similar laws, or an application is made for the interests appointment of Holders an administrative or other receiver, manager, administrator or other similar official, or an administrative or other receiver, manager, administrator or other similar official is appointed, in relation to the Issuer or any of Bonds of such Series and (B) shall continue or shall not have been eliminated or otherwise remediedits Principal Subsidiaries or, as the case may be, in relation to the whole or a part of the undertaking or assets of any of them, or an encumbrancer takes possession of the whole or a part of the undertaking or assets of any of them, or a distress, execution, attachment, sequestration or other process is levied, enforced upon, sued out or put in force against the whole or a part of the undertaking or assets of any of them and (B) in any case (other than the appointment of an administrator) the same is not discharged within 14 days; or (g) if the Issuer or any of its Principal Subsidiaries initiates or consents to judicial proceedings relating to itself under any applicable liquidation, insolvency, composition, reorganisation or other similar laws or makes a conveyance or assignment for the benefit of, or enters into any composition or other arrangement with, its creditors generally (or any class of its creditors) or any meeting is convened to consider a period proposal for an arrangement or composition with its creditors generally (or any class of sixty its creditors); or (60h) days if an Asset Coverage Test Breach Notice has been served and not revoked (in accordance with the terms of the Transaction Documents) on or before the second Calculation Date after there service of such Asset Coverage Test Breach Notice, provided that any condition, event or act described in subparagraphs (b), (c), (e), (f) and (g) above shall only constitute an Issuer Event of Default if the Representative shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or in writing to the Issuer and the Indenture Trustee Fund that such condition, event or act is, in its opinion, materially prejudicial to the interests of the Covered Bondholders of any Series. For the purposes of these Terms and Conditions: (i) whose gross revenues (consolidated in the case of a Subsidiary which itself has Subsidiaries) or whose total assets (consolidated in the case of a Subsidiary which itself has Subsidiaries) represent not less than five per cent, of the consolidated gross revenues, or, as the case may be, consolidated total assets, of the Issuer and its Subsidiaries taken as a whole, all as calculated respectively by reference to the then latest audited accounts (consolidated or, as the case may be, unconsolidated) of the Subsidiary and the then latest .audited consolidated accounts of the Issuer and its Subsidiaries; or . (ii) to which is transferred the whole or substantially the whole of the undertaking and assets of a Subsidiary of the Issuer which immediately before the transfer is a Principal Subsidiary, all as more particularly defined in the Representative and Agency Agreement. A report by the Holders of Bonds representing at least 25% auditors of the aggregate Principal Amount Issuer (whether or not addressed to the Representative) that in their opinion a Subsidiary of such Series, a written notice specifying such default and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or (iii) the entry by a court having jurisdiction over the Issuer is or is not or was or was not at any particular time or throughout any specified period a Principal Subsidiary shall, in the absence of manifest error, be conclusive and binding on all parties. Upon the Covered Bonds becoming immediately due and payable against the Issuer pursuant to this Condition 10.1, the Representative shall forthwith serve a notice to pay (Athe Notice to Pay) on the Fund pursuant to the Covered Bond Guarantee. If a decree Notice to Pay has been served, the Fund shall be required to make payments of Guaranteed Amounts when the same shall become Due for Payment in accordance with the terms of the Covered Bond Guarantee. Following service of an Issuer Acceleration Notice, the Representative may or order shall take such proceedings against the Issuer in accordance with the first paragraph of Condition 10.3. The Representative and Agency Agreement provides that all moneys received by the Representative from the Issuer or any administrator, administrative or other receiver, manager or other similar official appointed in relation to the Issuer following service of an Issuer Acceleration Notice (the Excess Proceeds), shall be paid by the Representative on behalf of the Covered Bondholders of the relevant Series to the Fund for relief its own account, as soon as practicable, and shall be held by the Fund in the GIC Account and shall be used by the Fund in the same manner as all other moneys from time to time standing to the credit of the GIC Account pursuant to the Fund Deed. Any Excess Proceeds received by the Representative shall discharge pro tanto the obligations of the Issuer in respect of the Issuer in an involuntary case or proceeding under any applicable federal or state delinquency, bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Issuer as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of or for the Issuer under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official payment of the Issuer or amount of such Excess Proceeds under the Covered Bonds, Receipts and Coupons. However, the obligations of the Fund under the Covered Bond Guarantee are (following service of a Notice to Pay) unconditional and irrevocable and the receipt by the Representative of any substantial part Excess Proceeds shall not reduce or discharge any of its propertysuch obligations. By subscribing for this Covered Bond, or ordering each Covered Bondholder shall be deemed to have irrevocably directed the winding up or liquidation of its affairs, and Representative to pay the continuance of any such decree or order for relief or any such other decree or order not stayed or dismissed and in effect for a period of more than ninety (90) consecutive days; or (iv) the commencement by the Owner Trustee on behalf of the Issuer of a voluntary case or proceeding under any applicable federal or state delinquency, bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Issuer Excess Proceeds to the entry of a decree or order for relief in respect of the Issuer in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against the Issuer, or the filing by the Owner Trustee on behalf of the Issuer of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by the Owner Trustee on behalf of the Issuer to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of or for the Issuer or of any substantial part of the Issuer's property, or the making by the Owner Trustee on behalf of the Issuer of an assignment for the benefit of creditors, or the admission by the Owner Trustee on behalf of the Issuer in writing of the Issuer's inability to pay its debts generally as they become due, or the taking of corporate action by the Owner Trustee on behalf of the Issuer in furtherance of any such action; or (v) the impairment of the validity or effectiveness of this Indenture or any Grant hereunder, or the subordination or, except as permitted hereunder, the termination or discharge of the lien of this Indenture, or the creation of any lien, charge, security interest, mortgage or other encumbrance (other than the lien of this Indenture or any other lien expressly permitted hereby) with respect to any part of the related Trust Estate or any interest in or proceeds of the related Trust Estate, or the failure of the lien of this Indenture to constitute a valid first priority perfected security interest Fund in the related Trust Estate (subject only to those liens expressly permitted hereby to be prior to the lien hereof), provided that, if such impairment, such subordination, the creation of such lien, or the failure of the lien on the related Trust Estate to constitute such a security interest shall be susceptible of cure, no Issuer Event of Default shall arise until the continuation of any such default unremedied for a period of thirty (30) days after receipt of notice thereof; or (vi) such other events, circumstances and conditions, if any, identified in the related Terms Indenture manner as "Issuer Events of Default" shall have occurred or existdescribed above.

Issuer Events of Default. Unless otherwise specified in the related Terms Indenture, each of the following shall constitute an "An “Issuer Event of Default" with respect to any Series (whatever the reason for such Issuer Event of Default and whether it ” shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):occur if: (ia) any failure to pay all the Issuer defaults in the payment of the principal of this Note when the same becomes due and payable, upon acceleration or otherwise; (b) GC Advisors defaults in the payment of the interest on this Note when the same becomes due and principal of any Bond of such Series by its Stated Maturity; orpayable, upon acceleration or otherwise; (iic) any default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section 5.01 specifically dealt with) with respect to such Series or any representation or warranty of made by the Issuer made in this Indenture, or in any certificate or other writing delivered pursuant hereto or in connection herewith, with respect to such Series proving to and GC Advisors herein shall have been incorrect in any material respect as when made; (i) The Issuer or any of its subsidiaries shall fail to pay any principal of or interest on any Indebtedness that is outstanding in a principal or notional amount of at least $5,000,000 in the aggregate (but excluding Indebtedness evidenced by this Note) of the time Issuer or such subsidiary, when the same shall have been madebecomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument related to such Indebtedness, (ii) any default or event of default under any such Indebtedness if the circumstance or condition in respect of which such representation or warranty was incorrect (A) shall materially and adversely affect the interests of Holders of Bonds effect of such Series default or event of default is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness; or (iii) any such Indebtedness shall be declared to be due and payable, or required to be prepaid or redeemed (Bother than by a regularly scheduled required prepayment or redemption) purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall continue or shall not have been eliminated or otherwise remediedbe required to be made, as the in each case may be, for a period of sixty (60) days after there shall have been given, by registered or certified mail, prior to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders of Bonds representing at least 25% of the aggregate Principal Amount of such Series, a written notice specifying such default and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunderstated maturity thereof; or (iiie) the entry by a court having jurisdiction over the Issuer of (A) a decree any judgment or order for the payment of money in excess of $5,000,000 shall be rendered against the Issuer or any of its subsidiaries and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or (f) the Issuer, pursuant to or within the meaning of any Bankruptcy Law, (i) commences a voluntary case or proceeding, (ii) consents to the entry of an order for relief against it in respect an involuntary case or proceeding, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, (iv) makes a general assignment for the benefit of its creditors, or (v) generally is unable to pay its debts as they become due; or (g) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against the Issuer in an involuntary case or proceeding under any applicable federal or state delinquency, bankruptcy, insolvency, reorganization or other similar law or proceeding, (Bii) appoints a decree or order adjudging the Issuer as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of or for the Issuer under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official Custodian of the Issuer or of any substantial part for all or substantially all of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order not stayed or dismissed and in effect for a period of more than ninety (90) consecutive days; or (iviii) orders the commencement by the Owner Trustee on behalf of the Issuer of a voluntary case or proceeding under any applicable federal or state delinquency, bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Issuer to the entry of a decree or order for relief in respect of the Issuer in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against the Issuer, or the filing by the Owner Trustee on behalf of the Issuer of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by the Owner Trustee on behalf of the Issuer to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of or for the Issuer or of any substantial part liquidation of the Issuer's property; and, or in the making by the Owner Trustee on behalf case of any of the Issuer provision of an assignment for the benefit of creditors, or the admission by the Owner Trustee on behalf of the Issuer in writing of the Issuer's inability to pay its debts generally as they become due, or the taking of corporate action by the Owner Trustee on behalf of the Issuer in furtherance of any such action; or clause (vf) the impairment of the validity or effectiveness of this Indenture or any Grant hereunder, or the subordination or, except as permitted hereunderabove, the termination case, order or discharge of the lien of this Indenturedecree, or the creation of any lienas applicable, charge, security interest, mortgage or other encumbrance (other than the lien of this Indenture or any other lien expressly permitted hereby) with respect to any part of the related Trust Estate or any interest in or proceeds of the related Trust Estate, or the failure of the lien of this Indenture to constitute a valid first priority perfected security interest in the related Trust Estate (subject only to those liens expressly permitted hereby continues to be prior to the lien hereof)pending or remains unstayed and in effect, provided thatas applicable, if such impairment, such subordination, the creation of such lien, or the failure of the lien on the related Trust Estate to constitute such a security interest shall be susceptible of cure, no Issuer Event of Default shall arise until the continuation of any such default unremedied for a period of thirty (30) days after receipt of notice thereof; or (vi) such other events, circumstances and conditions, if any, identified in the related Terms Indenture as "Issuer Events of Default" shall have occurred or exist60 days.

Issuer Events of Default. Unless otherwise specified in the related Terms Indenture, each Each of the following shall constitute an "Issuer Event of Default" with respect to any Series (whatever the reason for such Issuer Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (i) any failure to pay all interest on and principal of any Bond of such Series by its Stated Maturity; or (ii) any default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section 5.01 specifically dealt with) with respect to such Series or any representation or warranty of the Issuer made in this Indenture, or in any certificate or other writing delivered pursuant hereto or in connection herewith, with respect to such Series proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default or the circumstance or condition in respect of which such representation or warranty was incorrect (A) shall materially and adversely affect the interests of Holders of the Bonds of such Series and (B) shall continue or shall not have been eliminated or otherwise remedied, as the case may be, for a period of sixty (60) days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders of Bonds representing at least 25% of the aggregate Principal Amount Voting Rights of such Seriesthe Bonds, a written notice specifying such default and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or (iii) the entry by a court having jurisdiction over the Issuer of (A) a decree or order for relief in respect of the Issuer in an involuntary case or proceeding under any applicable federal or state delinquency, bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Issuer as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of or for the Issuer under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order not stayed or dismissed and in effect for a period of more than ninety (90) consecutive days; or (iv) the commencement by the Owner Trustee on behalf of the Issuer of a voluntary case or proceeding under any applicable federal or state delinquency, bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Issuer to the entry of a decree or order for relief in respect of the Issuer in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against the Issuer, or the filing by the Owner Trustee on behalf of the Issuer of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by the Owner Trustee on behalf of the Issuer to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of or for the Issuer or of any substantial part of the Issuer's property, or the making by the Owner Trustee on behalf of the Issuer of an assignment for the benefit of creditors, or the admission by the Owner Trustee on behalf of the Issuer in writing of the Issuer's inability to pay its debts generally as they become due, or the taking of corporate action by the Owner Trustee on behalf of the Issuer in furtherance of any such action; or (v) the impairment of the validity or effectiveness of this Indenture or any Grant hereunder, or the subordination or, except as permitted hereunder, the termination or discharge of the lien of this Indenture, or the creation of any lien, charge, security interest, mortgage or other encumbrance (other than the lien of this Indenture or any other lien expressly permitted hereby) with respect to any part of the related Trust Estate or any interest in or proceeds of the related Trust Estate, or the failure of the lien of this Indenture to constitute a valid first priority perfected security interest in the related Trust Estate (subject only to those liens expressly permitted hereby to be prior to the lien hereof), provided that, if such impairment, such subordination, the creation of such lien, or the failure of the lien on the related Trust Estate to constitute such a security interest shall be susceptible of cure, no Issuer Event of Default shall arise until the continuation of any such default unremedied for a period of thirty (30) days after receipt of notice thereof; or (vi) such other events, circumstances and conditions, if any, identified in the related Terms Indenture as "Issuer Events of Default" shall have occurred or exist.