List of Events. Each of the events set out in this Section 13.1 constitutes an Event of Default whether or not the occurrence of the event concerned is outside the control of the Trust or any other Person. (a) The Trust fails to pay on the due date any amount payable by it under any of the Finance Documents at the place at and in the currency in which it is expressed to be payable but, without affecting Section 25.1, such nonpayment shall not constitute an Event of Default if it is a nonpayment in respect of any amount other than the principal of the Notes and the relevant payment of such amount is received by the Agent within five Business Days after the due date for payment thereof. (b) Any party to the Operative Documents (other than a Finance Party) fails to comply with or perform any of its material obligations or undertakings thereunder and, if such failure is capable of remedy, it is not remedied within twenty Business Days after such relevant party becomes aware of such failure. (c) Any representation, warranty or statement in any of the Finance Documents or the Operative Documents which is made by any party to the Operative Documents (other than a Finance Party) or by the Trust as a party to any of the Operative Documents or as contained in any certificate, statement or notice provided under or pursuant to any of the Finance Documents or by the Trust as a party to any of the Operative Documents or by any other party to an Operative Document (except for the Finance Parties) proves to be incorrect in any material respect when made (or deemed to be repeated) unless the circumstances giving rise to that default are remediable and are remedied within twenty Business Days after such relevant party becoming aware of the same. (d) Any material provision of any Finance Document is, or becomes, invalid or unenforceable for any reason (except by reason of the unavailability of specific performance or other equitable remedy) or shall be repudiated or the validity or enforceability of any provision of any Finance Document shall at any time be contested by any party thereto (other than any Finance Party), or any such party shall deny the existence of any liability or obligation on its part thereunder. (e) At any time it is or becomes unlawful under the laws of any applicable jurisdiction for any party to the Finance Documents (other than any Finance Party) to perform any of its material obligations under any Finance Document. (f) At any time any act, condition or thing required to be done, fulfilled or performed in order (i) to enable any party to the Finance Documents (other than any Finance Party) lawfully to enter into, exercise its rights under and perform the material obligations expressed to be assumed by it in any of the Finance Documents or (ii) to ensure that the material obligations expressed to be assumed by any such party in any Finance Documents are legal, valid and binding, is not done, fulfilled or performed, and if the relevant matter is, in the reasonable opinion of the Agent, capable of remedy, it is not remedied within fourteen Business Days after the first of such party becomes aware of such matter. (g) Any party to the Finance Documents (other than any Finance Party) ceases, or threatens to cease, to carry on all or a substantial part of its business. (h) There shall occur a designation of an Early Termination Date under (and as defined in) the Total Return Swap Agreement. (i) An involuntary case or other proceeding shall be commenced against the Trust, any Sponsor, any Asset LLC or any Transferor (each, a ABankruptcy Party@) which seeks liquidation, reorganization or other relief with respect to it or its debts or other liabilities under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeks the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any of its property, and such involuntary case or other proceeding shall remain undismissed or unstayed for a period of 60 days; or an order for relief against a Bankruptcy Party shall be entered in any such case under the Bankruptcy Code. (j) Any Bankruptcy Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its Indebtedness or other liabilities under any bankruptcy, insolvency or other similar law or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official for it or any of its property, or consent by a Bankruptcy Party to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or the making by a Bankruptcy Party of a general assignment for the benefit of creditors, or the failure by a Bankruptcy Party, or the admission by a Bankruptcy Party in writing of its inability, to pay its debts generally as they become due, or any action by a Bankruptcy Party to authorize or effect any of the foregoing. (k) The Hawaii I 125β0 Trust, a Delaware business trust, fails to pay on the due date any amount payable by it under the Hawaii I Facility Agreement at the place at and in the currency in which it is expressed to be payable but, without affecting Section 25.1, such nonpayment shall not constitute an Event of Default if it is a nonpayment in respect of any amount other than the principal of the related notes and the relevant payment of such amount is received by the Agent within five Business Days after the due date for payment thereof.
Appears in 1 contract
Sources: Facility Agreement
List of Events. Each of the events set out in this Section 13.1 constitutes an Event of Default whether or not the occurrence of the event concerned is outside the control of the Trust or any other Person.
(a) The Trust fails to pay on the due date any amount payable by it under any of the Finance Documents at the place at and in the currency in which it is expressed to be payable but, without affecting Section 25.1, such nonpayment shall not constitute an Event of Default if it is a nonpayment in respect of any amount other than the principal of the Notes and the relevant payment of such amount is received by the Agent within five Business Days days after the due date for payment thereof.
(b) Any party to the Operative Documents (other than a Finance Party) fails to comply with or perform any of its material obligations or undertakings thereunder under this Agreement, the Notes, the Trust Agreement, the Aeneas LLC Agreement and the Psyche LLC Agreement and, if such failure is capable of remedy, it is not remedied within twenty Business Days after such relevant party becomes aware of such failure.
(c) Any representation, warranty or statement in any of the Finance Documents or the Operative Documents which is made by any party to the Operative Documents (other than a Finance Party) or by the Trust as a party to any of the Operative Documents or as contained in any certificate, statement or notice provided under or pursuant to any of the Finance Documents or by the Trust as a party to any of the Operative Documents or by any other party to an Operative Document (except for the Finance Parties) proves to be incorrect in any material respect when made (or deemed to be repeated) unless the circumstances giving rise to that default are remediable and are remedied within twenty Business Days after such relevant party becoming aware of the same.
(d) Any material provision of any Finance Document is, or becomes, invalid or unenforceable for any reason (except by reason of the unavailability of specific performance or other equitable remedy) or shall be repudiated or the validity or enforceability of any provision of any Finance Document shall at any time be contested by any party thereto (other than any Finance Party), or any such party shall deny the existence of any liability or obligation on its part thereunder.
(e) At any time it is or becomes unlawful under the laws of any applicable jurisdiction for any party to the Finance Documents (other than any Finance Party) to perform any of its material obligations under any Finance Document.
(f) At any time any act, condition or thing required to be done, fulfilled or performed in order (i) to enable any party to the Finance Documents (other than any Finance Party) lawfully to enter into, exercise its rights under and perform the material obligations expressed to be assumed by it in any of the Finance Documents or (ii) to ensure that the material obligations expressed to be assumed by any such party in any Finance Documents are legal, valid and binding, is not done, fulfilled or performed, and if the relevant matter is, in the reasonable opinion of the Agent, capable of remedy, it is not remedied within fourteen Business Days after the first of such party becomes aware of such matter.
(g) Any party to the Finance Documents (other than any Finance Party) ceases, or threatens to cease, to carry on all or a substantial part of its business.
(h) There shall occur a designation of an Early Termination Date under (and as defined in) the Total Return Swap Agreement.
(i) An involuntary case or other proceeding shall be commenced against the Trust, any Sponsor, any Asset LLC or any Transferor or any of the Companies (each, a ABankruptcy Party@) which seeks liquidation, reorganization or other relief with respect to it or its debts or other liabilities under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeks the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any of its property, and such involuntary case or other proceeding shall remain undismissed or unstayed for a period of 60 days; or an order for relief against a Bankruptcy Party shall be entered in any such case under the Bankruptcy Code.
(j) Any Bankruptcy Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its Indebtedness or other liabilities under any bankruptcy, insolvency or other similar law or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official for it or any of its property, or consent by a Bankruptcy Party to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or the making by a Bankruptcy Party of a general assignment for the benefit of creditors, or the failure by a Bankruptcy Party, or the admission by a Bankruptcy Party in writing of its inability, to pay its debts generally as they become due, or any action by a Bankruptcy Party to authorize or effect any of the foregoing.
(k) The Hawaii I 125β0 Trust, a Delaware business trust, fails to pay on the due date any amount payable by it under An Event of Default (as defined in the Hawaii I Facility Agreement at the place at Agreement) shall occur and in the currency in which it is expressed to be payable but, without affecting Section 25.1, such nonpayment shall not constitute an Event of Default if it is a nonpayment in respect of any amount other than the principal of the related notes and the relevant payment of such amount is received by the Agent within five Business Days after the due date for payment thereofcontinuing.
Appears in 1 contract
Sources: Facility Agreement