Indenture Event of Default. Indenture Event of -------------------------- ------------------ Default" means any of the following events (whatever the reason for such ------- Indenture Event of Default and whether such event shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administration or governmental body): TRUST INDENTURE (a) any Lease Event of Default; or (b) the failure (other than by reason of a Lease Event of Default) of the Owner Trustee to pay when due any payment of principal of or Premium Amount, if any, or interest on any Certificate and such failure shall have continued unremedied for five Business Days, or the failure (other than by reason of a Lease Event of Default) of the Owner Trustee to pay when due any other amount due and payable hereunder, or under any Certificate, and such failure shall have continued unremedied for ten Business Days after notice thereof to the Owner Trustee; or (c) any Lessor Lien required to be discharged by The Bank pursuant to Section 4.01(a) or required to be discharged by the Owner Trustee pursuant to Section 4.01(b) (ii) or required to be discharged by the Owner Participant pursuant to Section 6.2.6 of any Participation Agreement shall remain undischarged for a period of 30 calendar days after a responsible officer of The Bank, the Owner Trustee or the Owner Participant, as the case may be, shall have actual knowledge of such Lessor Lien; or (d) any representation or warranty made by the Owner Trustee, any Existing Owner Trustee, any Initial Owner Participant, the Owner Participant or the Trust Company herein or in any other Operative Agreement, or made by any Person (other than either of the Guarantor of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements in its guarantee or support agreement, shall prove to have been false or incorrect when made in any material respect to the Certificate Holders; or (e) any failure by the Owner Trustee to observe any of its other covenants in Section 4.01(b) or any failure by the Owner Participant to observe any of its covenants in Section 6.2.5, 6.2.9 or 6.2.10 of any Participation Agreement, or disaffirmance or repudiation by any Person (other than either of the Guarantors of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements of its obligations under its guarantee or support agreement; or TRUST INDENTURE (f) except as provided in the following paragraph (i) or (j), any failure by the Owner Trustee or The Bank to observe or perform any other covenant or obligation of the Owner Trustee or The Bank, as the case may be, contained in this Indenture or in any Participation Agreement or any failure by the Owner Participant to observe or perform any other covenant or obligation of the Owner Participant contained in any Participation Agreement or any failure by any Person (other than either of the Guarantors of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements to perform any covenant or obligation of such Person under its guarantee or support agreement which, in any case, is not remedied within a period of 30 calendar days after notice thereof has been given to the Owner Trustee, The Bank, the Owner Participant or such Person, as the case may be; or (g) either the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any Person (other than either of the Guarantors of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements shall (i) be generally not paying its debts as they become due, (ii) file, or consent by answer or otherwise to the filing against it of a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, (iii) make an assignment for the benefit of its creditors, (iv) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property, or (v) take corporate or comparable action for the purpose of any of the foregoing; or (h) a court or governmental authority of competent jurisdiction shall enter an order appointing, without consent by the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any Person (other than either of the Guarantors of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements, a custodian, receiver, trustee or other officer with similar powers with TRUST INDENTURE respect to the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any such Person, or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any such Person, or if any petition for any such relief shall be filed against the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any such Person, and such petition shall not be dismissed within, or the order shall be unstayed and remain in effect for a period of, 60 days; or (i) any failure by The Bank to give notice, or to resign, if required by Section 6.3.1.5 of any Participation Agreement, or (if The Bank shall have given such notice and resigned as required by said Section 6.3.
Appears in 2 contracts
Samples: Sale and Lease Agreement (American Income Fund I-D), Sale and Lease Agreement (American Income Fund I-D)
Indenture Event of Default. Indenture Event of -------------------------- ------------------ Default" -------------------------- -------------------------- means any of the following events (whatever the reason for such ------- Indenture Event of Default and whether such event it shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administration administrative or governmental body): TRUST INDENTURE):
(ai) any Event of Default specified in Section 16 of the Lease (other than an Event of Default arising solely as the result of the failure to make an Excepted Payment unless the Owner Participant shall notify the Indenture Trustee in writing that such failure shall constitute an Indenture Event of Default); or
(bii) the failure (of the Owner Trustee other than by reason of a Lease Default or an Event of DefaultDefault (i) of the Owner Trustee to pay when due any payment of principal of principal, interest or Premium AmountMake-Whole Premium, if any, or interest on any Certificate and such failure shall have continued unremedied for five Business Days, or the failure (other than by reason of a Lease Event of Default) of the Owner Trustee to pay Equipment Note when due any other amount due and payable hereunder, or under any Certificatedue, and such failure shall have continued unremedied for ten Business Days after notice thereof to the Owner Trustee; or
(c) any Lessor Lien required to be discharged by The Bank pursuant to Section 4.01(a) date when due or required to be discharged by the Owner Trustee pursuant to Section 4.01(b) (ii) to pay any other amounts hereunder or required to be discharged by under the Owner Participant pursuant to Section 6.2.6 of any Participation Agreement Equipment Notes when due and such failure shall remain undischarged have continued unremedied for a period of 30 calendar days after a responsible officer of The Bank, the Owner Trustee or and the Owner Participant, as Participant shall receive written demand therefor from the case may be, shall have actual knowledge of such Lessor LienIndenture Trustee or by any Holder; or
(diii) (A) any representation or warranty made by the Owner Trustee, the Owner Participant or any Existing Owner Participant Guarantor to the Indenture Trustee or any Holder herein or in the Participation Agreement or its Owner Participant Guaranty or in any certificate the Owner Trustee, any Initial Owner Participant, the Owner Participant or the Trust Company herein or in any other Operative Agreement, or made by any Person (other than either of the Owner Participant Guarantor of the Series B Certificates as furnished to the Guarantee) guaranteeing Indenture Trustee or supporting the obligations of the Owner Participant under the Operative Agreements any Holder in its guarantee connection herewith or support agreement, therewith or pursuant hereto or thereto shall prove to have been false or incorrect when made in any material respect when made and was and remains in any respect materially adverse to the Certificate Holders; or
(e) any failure by the Owner Trustee to observe any of its other covenants in Section 4.01(b) or any failure by the Owner Participant to observe any of its covenants in Section 6.2.5, 6.2.9 or 6.2.10 of any Participation Agreement, or disaffirmance or repudiation by any Person (other than either interests of the Guarantors of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements of its obligations under its guarantee or support agreement; or TRUST INDENTURE
(f) except as provided in the Holders and such misrepresentation shall not have been corrected within 30 days following paragraph (i) or (j), any failure by the Owner Trustee or The Bank to observe or perform any other covenant or obligation of the Owner Trustee or The Bank, as the case may be, contained in this Indenture or in any Participation Agreement or any failure by the Owner Participant to observe or perform any other covenant or obligation of the Owner Participant contained in any Participation Agreement or any failure by any Person (other than either of the Guarantors of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements to perform any covenant or obligation of such Person under its guarantee or support agreement which, in any case, is not remedied within a period of 30 calendar days after notice thereof has been identified as a "Notice of Indenture ------------------- Event of Default" being given to the Owner Trustee, The Bank, Trustee and the Owner ---------------- Participant by the Indenture Trustee or by a Majority in Interest of Holders, unless such Personmisrepresentation is capable of being corrected, as and Owner Trustee or Owner Participant shall, after the case may bedelivery of such notice, be diligently proceeding to correct such misrepresentation and shall in fact correct such misrepresentation within 60 days after delivery of such notice; or
(g) either the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any Person (other than either of the Guarantors of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements shall (i) be generally not paying its debts as they become due, (ii) file, or consent by answer or otherwise to the filing against it of a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, (iii) make an assignment for the benefit of its creditors, (iv) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property, or (v) take corporate or comparable action for the purpose of any of the foregoing; or
(h) a court or governmental authority of competent jurisdiction shall enter an order appointing, without consent by the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any Person (other than either of the Guarantors of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements, a custodian, receiver, trustee or other officer with similar powers with TRUST INDENTURE respect to the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any such Person, or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any such Person, or if any petition for any such relief shall be filed against the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any such Person, and such petition shall not be dismissed within, or the order shall be unstayed and remain in effect for a period of, 60 days; or
(i) any failure by The Bank to give notice, or to resign, if required by Section 6.3.1.5 of any Participation Agreement, or (if The Bank shall have given such notice and resigned as required by said Section 6.3.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Midway Airlines Corp)
Indenture Event of Default. Indenture Event of -------------------------- ------------------ Default" means any Any of the following events shall constitute a ―Indenture Event of Default‖ under this Master Indenture with respect to all the Secured Obligations, except that the occurrence of an event described in subsection (whatever the reason for such ------- a), (b), (c) or (d) below with respect to a Secured Obligation shall not constitute an Indenture Event of Default and whether with respect to another Secured Obligation with respect to which an event described in one of such event shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administration or governmental body): TRUST INDENTUREsubsections has not occurred:
(a) Default in the payment of any Lease Event of Default; orSenior Bond Obligation when due;
(b) Default in the failure (other than by reason of a Lease Event of Default) of the Owner Trustee to pay when due any payment of principal of or Premium Amount, if any, or interest on any Certificate and such failure shall have continued unremedied for five Business Days, or the failure (other than by reason of a Lease Event of Default) of the Owner Trustee to pay TIFIA Loan Obligation when due any other amount due and payable hereunder, or under any Certificate, and such failure shall have continued unremedied for ten Business Days after notice thereof to the Owner Trustee; ordue;
(c) Default in the payment of any Lessor Lien required to be discharged by The Bank pursuant to Section 4.01(aJunior Loan Obligation when due;
(d) Default in the payment of the Trustee Fees and Expenses when due;
(e) Default in the payment of any Subordinate Credit Facility Obligation or required to be discharged Subordinate Hedge Facility Obligation when due;
(f) Failure by the Owner Trustee pursuant Transportation Enterprise to Section 4.01(bcure any noncompliance with any provision of this Master Indenture within 60 days after receiving written notice of such noncompliance from the Trustee, USDOT or the Owners of at least 25% of the Bond Ownership Rights with respect to the Senior Bonds; provided that (i) (ii) or required if noncompliance with any provision of this Master Indenture cannot reasonably be cured within such 60-day period, no Indenture Event of Default shall be deemed to be discharged by the Owner Participant pursuant to Section 6.2.6 of any Participation Agreement shall remain undischarged have occurred under this subsection for a period of 30 calendar up to 180 days after a responsible officer of The Bank, the Owner Trustee or the Owner Participant, so long as the case may be, shall have actual knowledge of such Lessor LienTransportation Enterprise has commenced and is diligently pursuing actions reasonably designed to cure the noncompliance; or
and (dii) any representation or warranty made by the Owner Trustee, any Existing Owner Trustee, any Initial Owner Participant, the Owner Participant or the Trust Company herein or in any other Operative Agreement, or made by any Person (other than either of the Guarantor of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements in its guarantee or support agreement, shall prove to have been false or incorrect when made in any material respect to the Certificate Holders; or
(e) any a failure by the Owner Trustee Transportation Enterprise to observe any comply with the Coverage Test set forth in subsection (a) of its Section 4.02 hereof shall not constitute an Indenture Event of Default for a period 36 consecutive months so long the Transportation Enterprise is in compliance with the other covenants in provisions of Section 4.01(b) or any 4.02 hereof during such period (but a failure by the Owner Participant to observe any of its covenants in Section 6.2.5, 6.2.9 or 6.2.10 of any Participation Agreement, or disaffirmance or repudiation by any Person (other than either of the Guarantors Transportation Enterprise to continue to comply with such other provisions of the Series B Certificates as Section 4.02 hereof after it has begun to the Guarantee) guaranteeing or supporting the obligations do so shall constitute an Indenture Event of the Owner Participant under the Operative Agreements of its obligations under its guarantee or support agreement; or TRUST INDENTURE
(f) except as provided in the following paragraph (i) or (jDefault if such failure), any failure by the Owner Trustee or The Bank to observe or perform any other covenant or obligation of the Owner Trustee or The Bank, as the case may be, contained in this Indenture or in any Participation Agreement or any failure by the Owner Participant to observe or perform any other covenant or obligation of the Owner Participant contained in any Participation Agreement or any failure by any Person (other than either of the Guarantors of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements to perform any covenant or obligation of such Person under its guarantee or support agreement which, in any case, is not remedied within a period of 30 calendar days after notice thereof has been given to the Owner Trustee, The Bank, the Owner Participant or such Person, as the case may be; or
(g) either the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any Person (other than either of the Guarantors of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements shall (i) be generally not paying its debts as they become due, (ii) file, or consent by answer or otherwise to the filing against it of a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, (iii) make an assignment for the benefit of its creditors, (iv) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property, or (v) take corporate or comparable action for the purpose of any of the foregoing; or
(h) a court or governmental authority of competent jurisdiction shall enter an order appointing, without consent by the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any Person (other than either of the Guarantors of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements, a custodian, receiver, trustee or other officer with similar powers with TRUST INDENTURE respect to the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any such Person, or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any such Person, or if any petition for any such relief shall be filed against the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any such Person, and such petition shall not be dismissed within, or the order shall be unstayed and remain in effect for a period of, 60 days; or
(i) any failure by The Bank to give notice, or to resign, if required by Section 6.3.1.5 of any Participation Agreement, or (if The Bank shall have given such notice and resigned as required by said Section 6.3Bankruptcy Related Event.
Appears in 1 contract
Samples: Master Trust Indenture
Indenture Event of Default. Indenture Event of -------------------------- ------------------ Default" means any of the following events (whatever the reason for such ------- Indenture Event of Default and whether such event shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administration or governmental body): TRUST INDENTURE) and each such Indenture Event of Default shall continue so long as, but only so long as, it shall not have been remedied:
(a) any Lease Event of Default; or
(b) the failure (other than by reason of a Lease Default or Event of Default) of the Owner Trustee to pay to the Indenture Trustee when due any payment of principal of or Premium Amount, if anyof, or interest on on, any Certificate Equipment Note and such failure shall have continued unremedied for five 5 Business Days, or the failure (other than by reason of a Lease Default or Event of Default) of the Owner Trustee to pay to the Indenture Trustee when due any other amount due and payable by the Owner Trustee to the Indenture Trustee or any Noteholder hereunder, under any Equipment Note or under any Certificateother Operative Agreement, and such failure shall have continued unremedied for ten 10 Business Days days after receipt by the Owner Trustee and the Owner Participant of written notice thereof to from the Owner TrusteeIndenture Trustee or the Majority in Interest of Noteholders; or
(c) any Lessor Lessor's Lien required to be discharged by The Bank the Trust Company pursuant to Section 4.01(a5.03(b) or required to be discharged by of the Owner Trustee pursuant to Section 4.01(b) (ii) Participation Agreement or required to be discharged by the Owner Participant pursuant to Section 6.2.6 5.01(b) of any the Participation Agreement shall remain undischarged for a period of 30 calendar days after a responsible officer Responsible Officer of The Bank, the Owner Trustee Trust Company or the Owner Participant, as the case may be, shall have actual knowledge of such Lessor Lessor's Lien; or
(d) any representation or warranty made by the Owner Trustee, any Existing Owner Trustee, any Initial Owner Participant, Trustee or the Owner Participant or the Trust Company herein or in any other Operative the Participation Agreement, or made by any Person (other than either of the Guarantor of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements Guarantor in its guarantee or support agreementOwner Participant Guaranty, shall prove to have been false or incorrect when made in any material respect to the Certificate HoldersNoteholders and, but only if such misrepresentation is capable of being corrected, shall remain uncured and material for a period of 30 days after notice thereof from the Indenture Trustee or the Majority in Interest of Noteholders to such Person; or
(e) any failure by the Owner Trustee to observe any of its other covenants in Section 4.01(b4.01(c) or (d) herein or any failure by the Owner Participant to observe any of its covenants in Section 6.2.5, 6.2.9 5.01(c) or 6.2.10 of any Participation Agreement, or disaffirmance or repudiation by any Person (other than either 5.01(e) of the Guarantors of Participation Agreement or any failure by the Series B Certificates as to the Guarantee) guaranteeing Owner Trustee or supporting the obligations of the Owner Participant under the Operative Agreements to observe any of its obligations under its guarantee or support agreementrespective covenants in the first and fourth sentences of Section 5.11 of the Participation Agreement; or TRUST INDENTUREor
(f) except as provided in the following paragraph (e) above or paragraph (i) or (j)of this Section 4.02, any failure by the Owner Trustee or The Bank the Trust Company to observe or perform any other covenant or obligation of the Owner Trustee or The Bankthe Trust Company, as the case may be, contained in this Indenture or any failure by the Owner Trustee or the Trust Company to observe or perform any other covenant or obligation of the Owner Trustee or the Trust Company, as the case may be, to or for the benefit of any Noteholder or the Indenture Trustee contained in any the Participation Agreement or any failure by the Owner Participant to observe or perform any other covenant or obligation of the Owner Participant to or for the benefit of any Noteholder or the Indenture Trustee contained in any the Participation Agreement or any failure by any Person (other than either of the Guarantors of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements Guarantor to perform any covenant or obligation of such Person Owner Participant Guarantor to or for the benefit of any Noteholder or the Indenture Trustee under its guarantee or support agreement Owner Participant Guaranty which, in any case, is not remedied within a period of 30 calendar days after notice thereof from the Indenture Trustee or Majority in Interest of Noteholders has been given to the Owner Trustee, The Bankthe Trust Company, the Owner Participant or such PersonOwner Participant Guarantor, as the case may be, provided, -------- however, if there exists no material risk of sale, loss or forfeiture of ------- the Aircraft or any additional liability to the Indenture Trustee or any Loan Participant, and if the Owner Trustee, the Trust Company, the Owner Participant or the Owner Participant Guarantor, as the case may be, shall have undertaken to cure any such failure and, notwithstanding the reasonable diligence of the Owner Trustee, the Trust Company, the Owner Participant or the Owner Participant Guarantor, as the case may be, in attempting to cure such failure, such failure is not cured within said 30-day period but is curable with future due diligence, there shall exist no Indenture Event of Default under this Section 4.02 so long as the Owner Trustee, the Trust Company, the Owner Participant or the Owner Participant Guarantor, as the case may be, is proceeding with due diligence to cure such failure and such failure is in fact cured within 150 days; or
(g) either the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any Person (other than either of the Guarantors of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements Guarantor shall (i) be generally not paying its debts as they become due, (ii) file, or consent by answer or otherwise to the filing against it of of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, (iii) make an assignment for the benefit of its creditors, (iv) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property, or (v) take corporate or comparable action for the purpose of any of the foregoing; or
(h) a court or governmental authority of competent jurisdiction shall enter an order appointing, without consent by the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any Person (other than either of the Guarantors of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative AgreementsGuarantor, a custodian, receiver, trustee or other officer with similar powers with TRUST INDENTURE respect to the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any such PersonOwner Participant Guarantor, or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any such PersonOwner Participant Guarantor, or if any petition for any such relief shall be filed against the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any such PersonOwner Participant Guarantor, and such petition shall not be dismissed within, or the order shall be unstayed and remain in effect for a period of, 60 days; or
(i) any failure by The Bank the Trust Company to give notice, or to resign, if required by Section 6.3.1.5 5.02(b) of any the Participation Agreement, or (if The Bank the Trust Company shall have given such notice and resigned as required by said Section 6.35.02(b)) a successor Owner Trustee shall not have been appointed and qualified within 30 days after the Trust Company's ceasing to be a "Citizen of the United States", unless such failure does not adversely affect the Lien of this Indenture; or
(j) any disaffirmation or repudiation by any Owner Participant Guarantor of its obligations under its Owner Participant Guaranty. Notwithstanding any provision of Section 4.02(g) or (h) to the contrary, if the bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation of the Trust Company shall have caused an Indenture Default or Indenture Event of Default under Section 4.02(g) or (h), then no such Indenture Default or Indenture Event of Default shall be deemed to have occurred so long as the Owner Participant is diligently seeking to, and does replace the Trust Company then serving as Owner Trustee within forty-five days after the date of such Indenture Default or Indenture Event of Default; provided, however, the Owner Participant shall not be entitled to cure such an -------- ------- Indenture Event of Default by replacing the then existing Owner Trustee, if the Indenture Trustee's rights in the Indenture Estate or any material portion thereof, in the reasonable judgment of a Majority in Interest of Noteholders, would be impaired either by such forty-five (45) day delay (or any portion thereof) or by the Owner Participant's replacing the Owner Trustee.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Midway Airlines Corp)
Indenture Event of Default. Indenture Event of -------------------------- ------------------ Default" -------------------------- means any of the following events (whatever the reason for such ------- Indenture Event of Default and whether such event shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administration administrative or governmental body): TRUST INDENTURE):
(a) any Lease Event of Default (other than a Lease Event of Default arising by failure to make an Excepted Payment unless the Owner Participant shall acquiesce in the treatment of such failure as an Indenture Event of Default) shall have occurred and be continuing; or
(b) the failure (of the Owner Trustee other than by reason of a Lease Event of Default) of the Owner Trustee Default to pay to the Indenture Trustee when due any payment of principal of or Premium Amountpremium, if any, or interest on any Certificate Certificate, or any purchase price therefor, and such failure shall have continued unremedied for five ten Business Days, or the failure of the Owner Trustee (other than by reason of a Lease Default or a Lease Event of Default) Default or other than by a failure of the Owner Indenture Trustee to properly pay monies received by it pursuant hereto) to pay when due any other amount due and payable hereunder, or under any Certificate, and such failure shall have continued unremedied for ten Business Days days after notice thereof to the Owner TrusteeTrustee shall receive written demand therefor from the Indenture Trustee or any Holder; or
(c) any Lessor Lessor's Lien required to be discharged by The Bank the Trust Company pursuant hereto or pursuant to Section 4.01(a) the Participation Agreement or required to be discharged by the Owner Trustee pursuant hereto or pursuant to Section 4.01(b) (ii) the Participation Agreement or any Owner Participant's Lien required to be discharged by the Owner Participant pursuant to Section 6.2.6 of any the Participation Agreement shall remain undischarged for a period of 30 calendar days after a responsible officer Responsible Officer of The Bankthe Trust Company, the Owner Trustee or the Owner Participant, as the case may be, shall have actual knowledge of such Lessor Lien; or
(d) any representation or warranty made by the Owner Trustee, any Existing Owner Trustee, any Initial Owner Participant, the Owner Participant Trust Company or the Trust Company Owner Trustee herein or in any other Operative Agreement, or made by any Person (other than either of the Guarantor of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements in its guarantee or support agreement, Participation Agreement shall prove to have been false or incorrect when made in any respect material respect to the Certificate Holders, and such falseness or incorrectness is material to such Holders at the time of the notice referred to below, and if capable of remedy, is not remedied for 30 days after there has been given to the Owner Trustee, the Owner Participant or the Trust Company, as the case may be, by registered or certified mail, a written notice specifying such breach and requiring it to be remedied and stating that such notice is a "Notice of Indenture Default" hereunder, by the Indenture Trustee or by the Holders of not less than 25% in aggregate principal amount of Outstanding Certificates; or
(e) any failure by of the Owner Trustee to observe any of its other covenants in the fourth paragraph following the Habendum Clause hereof or in Section 4.01(b3.05(b)(v) hereof or any failure by the Owner Participant to observe or perform any of its respective covenants in Section 6.2.5, 6.2.9 8(c) or 6.2.10 Section 16(a) of any the Participation Agreement, or disaffirmance or repudiation by any Person (other than either of the Guarantors of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements of its obligations under its guarantee or support agreement; or TRUST INDENTUREor
(f) except as provided in the following paragraph (i) or (j), any failure by the Owner Trustee or The Bank to observe or perform any other covenant or obligation of the Owner Trustee or The Bank, as the case may be, contained in this Indenture or in any the Participation Agreement or any failure by the Owner Participant to observe or perform any other covenant or obligation of the Owner Participant contained in any the Participation Agreement or any failure by any Person (other than either of the Guarantors of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements to perform any covenant or obligation of such Person under its guarantee or support agreement which, in any either case, is not remedied within a period of 30 calendar days or, if such covenant is capable of cure and such person is diligently proceeding to effect such a cure, 60 days after notice thereof there has been given to the Owner Trustee, The Bank, Trustee and the Owner Participant Participant, by registered or certified mail, a written notice specifying such Personbreach and requiring it to be remedied and stating that such notice is a "Notice of Indenture Default" hereunder, as by the case may beIndenture Trustee or by the Holders of not less than 25% in aggregate principal amount of Outstanding Certificates; or
(g) either the Trust Estate or the Owner Trustee with respect thereto (and not solely in its individual capacity) or the Owner Participant or any Person (other than either of the Guarantors of the Series B Certificates as to the Guarantee) guaranteeing or supporting the any obligations of the Owner Participant under the Operative Agreements Documents shall (i) be generally not paying unable to pay its debts generally as they become duedue within the meaning of Title 11 of the United States Code, (ii) file, or consent by answer or otherwise to the filing against it of a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, (iii) make an assignment for the benefit of its creditors, (iv) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of with respect to itself or of with respect to any substantial part of its property, or (v) take corporate or comparable action for the purpose of any of the foregoing; or
(h) a court or governmental authority of competent jurisdiction shall enter an order appointing, without consent by the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any Person (other than either of the Guarantors of the Series B Certificates as to the Guarantee) guaranteeing or supporting the any obligations of the Owner Participant under the Operative AgreementsDocuments, as the case may be, a custodian, receiver, trustee or other officer with similar powers with TRUST INDENTURE respect to the Trust Estate or the Owner Trustee with respect thereto (and not solely in its individual capacity) or the Owner Participant or any such PersonPerson so guaranteeing its obligations, as the case may be, or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Trust Estate or the Owner Trustee with respect thereto (and not solely in its individual capacity) or the Owner Participant or any such Person, as the case may be, and such order shall remain in force undismissed, unstayed or if unvacated for a period of 60 days after the date of entry thereof; or
(i) any petition for any such relief specified in the foregoing paragraph (g) shall be filed against the Trust Estate or the Owner Trustee with respect thereto (and not solely in its individual capacity) or the Owner Participant or any such PersonPerson guaranteeing any obligations of the Owner Participant under the Operative Documents, as the case may be, and such petition shall not be dismissed within, or the order shall be unstayed and remain in effect for a period of, within 60 days; or
(ij) at any failure by The Bank time while the Aircraft is registered in the United States, the Owner Trustee, the Trust Company or the Owner Participant shall do or fail to give noticedo any act, or to resign, if expressly required by Section 6.3.1.5 of the Operative Documents or shall meet or fail to meet any Participation Agreement, or (if The Bank shall have given such notice and resigned as condition expressly required by said Section 6.3the Operative Documents (other than, in any such case, such act or condition that is the responsibility of Lessee under the Indenture Documents), and as a result thereof the Lien of this Indenture shall cease to be a valid first priority perfected Lien on the Indenture Estate.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Delta Air Lines Inc /De/)
Indenture Event of Default. Indenture Event of -------------------------- --------------------------- ------------------ Default" means any of the following events (whatever the reason for such ------- Indenture Event of Default and whether such event shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administration or governmental body): TRUST INDENTURE
(a) any Lease Event of Default; or
(b) the failure (other than by reason of a Lease Event of Default) of the Owner Trustee to pay when due any payment of principal of or Premium Amount, if any, or interest on any Certificate and such failure shall have continued unremedied for five Business Days, or the failure (other than by reason of a Lease Event of Default) of the Owner Trustee to pay when due any other amount due and payable hereunder, or under any Certificate, and such failure shall have continued unremedied for ten Business Days after notice thereof to the Owner Trustee; or
(c) any Lessor Lien required to be discharged by The Bank pursuant to Section 4.01(a) or required to be discharged by the Owner Trustee pursuant to Section 4.01(b) (ii) or required to be discharged by the Owner Participant pursuant to Section 6.2.6 of any Participation Agreement shall remain undischarged for a period of 30 calendar days after a responsible officer of The Bank, the Owner Trustee or the Owner Participant, as the case may be, shall have actual knowledge of such Lessor Lien; or
(d) any representation or warranty made by the Owner Trustee, any Existing Owner Trustee, any Initial Owner Participant, the Owner Participant or the Trust Company herein or in any other Operative Agreement, or made by any Person (other than either of the Guarantor of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements in its guarantee or support agreement, shall prove to have been false or incorrect when made in any material respect to the Certificate Holders; or
(e) any failure by the Owner Trustee to observe any of its other covenants in Section 4.01(b) or any failure by the Owner Participant to observe any of its covenants in Section 6.2.5, 6.2.9 or 6.2.10 of any Participation Agreement, or disaffirmance or repudiation by any Person (other than either of the Guarantors of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements of its obligations under its guarantee or support agreement; or TRUST INDENTURE
(f) except as provided in the following paragraph (i) or (j), any failure by the Owner Trustee or The Bank to observe or perform any other covenant or obligation of the Owner Trustee or The Bank, as the case may be, contained in this Indenture or in any Participation Agreement or any failure by the Owner Participant to observe or perform any other covenant or obligation of the Owner Participant contained in any Participation Agreement or any failure by any Person (other than either of the Guarantors of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements to perform any covenant or obligation of such Person under its guarantee or support agreement which, in any case, is not remedied within a period of 30 calendar days after notice thereof has been given to the Owner Trustee, The Bank, the Owner Participant or such Person, as the case may be; or
(g) either the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any Person (other than either of the Guarantors of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements shall (i) be generally not paying its debts as they become due, (ii) file, or consent by answer or otherwise to the filing against it of a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, (iii) make an assignment for the benefit of its creditors, (iv) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property, or (v) take corporate or comparable action for the purpose of any of the foregoing; or
(h) a court or governmental authority of competent jurisdiction shall enter an order appointing, without consent by the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any Person (other than either of the Guarantors of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements, a custodian, receiver, trustee or other officer with similar powers with TRUST INDENTURE respect to the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any such Person, or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any such Person, or if any petition for any such relief shall be filed against the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any such Person, and such petition shall not be dismissed within, or the order shall be unstayed and remain in effect for a period of, 60 days; or
(i) any failure by The Bank to give notice, or to resign, if required by Section 6.3.1.5 of any Participation Agreement, or (if The Bank shall have given such notice and resigned as required by said Section 6.3.
Appears in 1 contract
Samples: Sale and Lease Agreement (American Income Fund I-D)
Indenture Event of Default. Indenture Event of -------------------------- ------------------ Default" means any of the following events (whatever the reason for such ------- Indenture Event of Default and whether such event shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administration or governmental body): TRUST INDENTURE) and each such Indenture Event of Default shall continue so long as, but only so long as, it shall not have been remedied:
(a) any Lease Event of Default; or
(b) the failure (other than by reason of a Lease Default or Event of Default) of the Owner Trustee to pay to the Indenture Trustee when due any payment of principal of or Premium Amount, if anyof, or interest on on, any Certificate Equipment Note and such failure shall have continued unremedied for five 5 Business Days, or the failure (other than by reason of a Lease Default or Event of Default) of the Owner Trustee to pay to the Indenture Trustee when due any other amount due and payable by the Owner Trustee hereunder, under any Equipment Note or under any Certificateother Operative Agreement, and such failure shall have continued unremedied for ten Business Days 15 days after receipt by the Owner Trustee and the Owner Participant of written notice thereof to from the Owner TrusteeIndenture Trustee or the Majority in Interest of Noteholders; or
(c) any Lessor Lessor's Lien required to be discharged by The Bank the Trust Company pursuant to Section 4.01(a5.03(b) or required to be discharged by of the Owner Trustee pursuant to Section 4.01(b) (ii) Participation Agreement or required to be discharged by the Owner Participant pursuant to Section 6.2.6 5.01(b) of any the Participation Agreement shall remain undischarged for a period of 30 calendar days after a responsible officer Responsible Officer of The Bank, the Owner Trustee Trust Company or the Owner Participant, as the case may be, shall have actual knowledge of such Lessor Lessor's Lien; or
(d) any representation or warranty made by the Owner Trustee, any Existing Owner Trustee, any Initial Owner Participant, Trustee or the Owner Participant or the Trust Company herein or in any other Operative the Participation Agreement, or made by any Person (other than either of the Guarantor of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements Guarantor in its guarantee or support agreementOwner Participant Guaranty, shall prove to have been false or incorrect when made in any material respect to the Certificate HoldersNoteholders and, but only if such misrepresentation is capable of being corrected, shall remain uncured and material for a period of 30 days after notice thereof from the Indenture Trustee or the Majority in Interest of Noteholders to such Person; or
(e) any failure by the Owner Trustee to observe any of its other covenants in Section 4.01(b4.01(c) or (d) herein or any failure by the Owner Participant to observe any of its covenants in Section 6.2.5, 6.2.9 5.01(c) or 6.2.10 of any Participation Agreement, or disaffirmance or repudiation by any Person (other than either 5.01(e) of the Guarantors of Participation Agreement or any failure by the Series B Certificates as to the Guarantee) guaranteeing Owner Trustee or supporting the obligations of the Owner Participant under the Operative Agreements to observe any of its obligations under its guarantee or support agreementrespective covenants in the first and fourth sentences of Section 5.11 of the Participation Agreement; or TRUST INDENTUREor
(f) except as provided in the following paragraph (e) above or paragraph (i) or (j)) of this Section 4.02, any failure by the Owner Trustee or The Bank the Trust Company to observe or perform any other covenant or obligation of the Owner Trustee or The Bankthe Trust Company, as the case may be, contained in this Indenture or in any the Participation Agreement or any failure by the Owner Participant to observe or perform any other covenant or obligation of the Owner Participant contained in any the Participation Agreement or any failure by any Person (other than either of the Guarantors of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements Guarantor to perform any covenant or obligation of such Person Owner Participant Guarantor under its guarantee or support agreement Owner Participant Guaranty which, in any case, is not remedied within a period of 30 calendar days after notice thereof from the Indenture Trustee or Majority in Interest of Noteholders has been given to the Owner Trustee, The Bankthe Trust Company, the Owner Participant or such PersonOwner Participant Guarantor, as the case may be, provided, however, if there exists no material risk of sale, loss or --------- ------- forfeiture of the Aircraft or any additional liability to the Indenture Trustee or Loan Participant, and if the Owner Trustee, the Trust Company, the Owner Participant or the Owner Participant Guarantor, as the case may be, shall have undertaken to cure any such failure and, notwithstanding the reasonable diligence of the Owner Trustee, the Trust Company, the Owner Participant or the Owner Participant Guarantor, as the case may be, in attempting to cure such failure, such failure is not cured within said 30- day period but is curable with future due diligence, there shall exist no Indenture Event of Default under this Section 4.02 so long as the Owner Trustee, the Trust Company, the Owner Participant or the Owner Participant Guarantor, as the case may be, is proceeding with due diligence to cure such failure and such failure is in fact cured within 150 days; or
(g) either the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any Person (other than either of the Guarantors of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements Guarantor shall (i) be generally not paying its debts as they become due, (ii) file, or consent by answer or otherwise to the filing against it of of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, (iii) make an assignment for the benefit of its creditors, (iv) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property, or (v) take corporate or comparable action for the purpose of any of the foregoing; or
(h) a court or governmental authority of competent jurisdiction shall enter an order appointing, without consent by the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any Person (other than either of the Guarantors of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative AgreementsGuarantor, a custodian, receiver, trustee or other officer with similar powers with TRUST INDENTURE respect to the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any such PersonOwner Participant Guarantor, or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any such PersonOwner Participant Guarantor, or if any petition for any such relief shall be filed against the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any such PersonOwner Participant Guarantor, and such petition shall not be dismissed within, or the order shall be unstayed and remain in effect for a period of, 60 days; or
(i) any failure by The Bank the Trust Company to give notice, or to resign, if required by Section 6.3.1.5 5.02(b) of any the Participation Agreement, or (if The Bank the Trust Company shall have given such notice and resigned as required by said Section 6.35.02(b)) a successor Owner Trustee shall not have been appointed and qualified within 30 days after the Trust Company's ceasing to be a "Citizen of the United States", unless such failure does not adversely affect the Lien of this Indenture; or
(j) the Owner Trustee, the Trust Company or the Owner Participant shall do or fail to do any act, or shall fail to meet any condition, and as a result thereof the Lien of this Indenture shall cease to be a valid first priority Lien on the Indenture Estate, unless such failure is caused by a Default or Event of Default; or
(k) any disaffirmation or repudiation by any Owner Participant Guarantor of its obligations under its Owner Participant Guaranty. Notwithstanding any provision of Section 4.02(g) or (h) to the contrary, if the bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation of the Trust Company shall have caused an Indenture Default under Section 4.02(g) or (h), then no such Indenture Default shall be deemed to have occurred so long as the Owner Participant is diligently seeking to, and does replace the Trust Company then serving as Owner Trustee within forty-five days after the date of such Indenture Event of Default; provided, however, the Owner Participant shall not be entitled to cure such an -------- ------- Indenture Event of Default by replacing the then existing Owner Trustee, if the Indenture Trustee's rights in the Indenture Estate or any material portion thereof, in the reasonable judgment of the Indenture Trustee or a Majority in Interest of Noteholders, would be impaired either by such forty-five (45) day delay (or any portion thereof) or by the Owner Participant's replacing the Owner Trustee.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Midway Airlines Corp)
Indenture Event of Default. Indenture Event of -------------------------- ------------------ Default" -------------------------- -------------------------- means any of the following events (whatever the reason for such ------- Indenture Event of Default and whether such event it shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administration administrative or governmental body): TRUST INDENTURE):
(ai) any Event of Default specified in Section 16 of the Lease (other than an Event of Default arising solely as the result of the failure to make an Excepted Payment unless the Owner Participant shall notify the Indenture Trustee in writing that such failure shall constitute an Indenture Event of Default); or
(bii) the failure (of the Owner Trustee other than by reason of a Lease Default or an Event of DefaultDefault (i) of the Owner Trustee to pay when due any payment of principal of principal, interest or Premium AmountMake-Whole Premium, if any, or interest on any Certificate and such failure shall have continued unremedied for five Business Days, or the failure (other than by reason of a Lease Event of Default) of the Owner Trustee to pay Equipment Note when due any other amount due and payable hereunder, or under any Certificatedue, and such failure shall have continued unremedied for ten Business Days after notice thereof to the Owner Trustee; or
(c) any Lessor Lien required to be discharged by The Bank pursuant to Section 4.01(a) date when due or required to be discharged by the Owner Trustee pursuant to Section 4.01(b) (ii) to pay any other amounts hereunder or required to be discharged by under the Owner Participant pursuant to Section 6.2.6 of any Participation Agreement Equipment Notes when due and such failure shall remain undischarged have continued unremedied for a period of 30 calendar days after a responsible officer of The Bank, the Owner Trustee or and the Owner Participant, as Participant shall receive written demand therefor from the case may be, shall have actual knowledge of such Lessor LienIndenture Trustee or by any Holder; or
(diii) (A) any representation or warranty made by the Owner Trustee, the Owner Participant or any Existing Owner Participant Guarantor to the Indenture Trustee or any Holder herein or in the Participation Agreement or its Owner Participant Guaranty or in any certificate the Owner Trustee, any Initial Owner Participant, the Owner Participant or the Trust Company herein or in any other Operative Agreement, or made by any Person (other than either of the Owner Participant Guarantor of the Series B Certificates as furnished to the Guarantee) guaranteeing Indenture Trustee or supporting the obligations of the Owner Participant under the Operative Agreements any Holder in its guarantee connection herewith or support agreement, therewith or pursuant hereto or thereto shall prove to have been false or incorrect when made in any material respect when made and was and remains in any respect materially adverse to the Certificate Holders; or
(e) any failure by the Owner Trustee to observe any of its other covenants in Section 4.01(b) or any failure by the Owner Participant to observe any of its covenants in Section 6.2.5, 6.2.9 or 6.2.10 of any Participation Agreement, or disaffirmance or repudiation by any Person (other than either interests of the Guarantors of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements of its obligations under its guarantee or support agreement; or TRUST INDENTURE
(f) except as provided in the Holders and such misrepresentation shall not have been corrected within 30 days following paragraph (i) or (j), any failure by the Owner Trustee or The Bank to observe or perform any other covenant or obligation of the Owner Trustee or The Bank, as the case may be, contained in this Indenture or in any Participation Agreement or any failure by the Owner Participant to observe or perform any other covenant or obligation of the Owner Participant contained in any Participation Agreement or any failure by any Person (other than either of the Guarantors of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements to perform any covenant or obligation of such Person under its guarantee or support agreement which, in any case, is not remedied within a period of 30 calendar days after notice thereof has been identified as a "Notice of Indenture Event of Default" being given to the Owner Trustee, The Bank, ------------------------------------ Trustee and the Owner Participant by the Indenture Trustee or by a Majority in Interest of Holders, unless such Personmisrepresentation is capable of being corrected, as and Owner Trustee or Owner Participant shall, after the case may bedelivery of such notice, be diligently proceeding to correct such misrepresentation and shall in fact correct such misrepresentation within 60 days after delivery of such notice; or
(g) either the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any Person (other than either of the Guarantors of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements shall (i) be generally not paying its debts as they become due, (ii) file, or consent by answer or otherwise to the filing against it of a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, (iii) make an assignment for the benefit of its creditors, (iv) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property, or (v) take corporate or comparable action for the purpose of any of the foregoing; or
(h) a court or governmental authority of competent jurisdiction shall enter an order appointing, without consent by the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any Person (other than either of the Guarantors of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements, a custodian, receiver, trustee or other officer with similar powers with TRUST INDENTURE respect to the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any such Person, or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any such Person, or if any petition for any such relief shall be filed against the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any such Person, and such petition shall not be dismissed within, or the order shall be unstayed and remain in effect for a period of, 60 days; or
(i) any failure by The Bank to give notice, or to resign, if required by Section 6.3.1.5 of any Participation Agreement, or (if The Bank shall have given such notice and resigned as required by said Section 6.3.
Appears in 1 contract
Indenture Event of Default. Indenture Event of -------------------------- ------------------ Default" means any Any of the following events shall constitute an “Indenture Event of Default” under this Master Indenture with respect to all the Secured Obligations: Default in the payment of any Senior Bond Payment Obligation when due; Default in the payment of the principal amount of or interest on the TIFIA Loan (whatever including TIFIA Mandatory Debt Service, if any, required to have been paid pursuant to the provisions of the TIFIA Loan Agreement, and any mandatory prepayment required pursuant to the provisions of the TIFIA Loan Agreement but excluding any TIFIA Scheduled Debt Service deferred in accordance with the TIFIA Loan Agreement, but only to the extent such deferral is due to insufficient funds), when due; Default in the payment of any Junior Bond Payment Obligation when due; Default in the payment of the Trustee Fees and Expenses when due; Default in the payment of any Subordinate Credit Facility Obligation or Subordinate Hedge Facility Obligation when due; Failure by the Transportation Enterprise to cure any noncompliance with any provision of this Master Indenture within 60 days after receiving written notice of such noncompliance from the Trustee, the TIFIA Lender or the Owners of at least 25% of the Bond Ownership Rights with respect to the Senior Bonds; provided that (i) if noncompliance with any provision of this Master Indenture cannot reasonably be cured within such 60-day period, no Indenture Event of Default shall be deemed to have occurred under this subsection for a period of up to 180 days so long as the Transportation Enterprise has commenced and is diligently pursuing actions reasonably designed to cure the noncompliance; (ii) a failure to cause any of the Debt Service Reserve Accounts to be funded in such amount and under such conditions as are required by this Master Indenture on and after the Effective Date shall not be an Indenture Event of Default if the reason for such ------- failure is an insufficiency of Pledged Revenues; (iii) a failure by the Transportation Enterprise to comply with the Coverage Test set forth in Section 4.02(a) hereof shall not constitute an Indenture Event of Default if the provisions of subsection (d) of Section 4.02 hereof are satisfied; and whether such event (iv) a failure of the Transportation Enterprise to comply with Section 4.16 hereof shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administration or governmental body): TRUST INDENTURE
(a) any Lease not constitute an Indenture Event of Default; or
(bi) the failure (other than by reason of a Lease Bankruptcy Related Event of Default) of the Owner Trustee to pay when due any payment of principal of or Premium Amount, if any, or interest on any Certificate and such failure shall have continued unremedied for five Business Days, or the failure (other than by reason of a Lease Event of Default) of the Owner Trustee to pay when due any other amount due and payable hereunder, or under any Certificate, and such failure shall have continued unremedied for ten Business Days after notice thereof occur with respect to the Owner Trustee; or
(c) any Lessor Lien required to be discharged by The Bank pursuant to Section 4.01(a) Transportation Enterprise or required to be discharged by the Owner Trustee pursuant to Section 4.01(b) CDOT (ii) or required to be discharged by the Owner Participant pursuant to Section 6.2.6 of any Participation Agreement a Bankruptcy Related Event shall remain undischarged for a period of 30 calendar days after a responsible officer of The Bank, the Owner Trustee or the Owner Participant, as the case may be, shall have actual knowledge of such Lessor Lien; or
(d) any representation or warranty made by the Owner Trustee, any Existing Owner Trustee, any Initial Owner Participant, the Owner Participant or the Trust Company herein or in any other Operative Agreement, or made by any Person (other than either of the Guarantor of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements in its guarantee or support agreement, shall prove to have been false or incorrect when made in any material respect to the Certificate Holders; or
(e) any failure by the Owner Trustee to observe any of its other covenants in Section 4.01(b) or any failure by the Owner Participant to observe any of its covenants in Section 6.2.5, 6.2.9 or 6.2.10 of any Participation Agreement, or disaffirmance or repudiation by any Person (other than either of the Guarantors of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements of its obligations under its guarantee or support agreement; or TRUST INDENTURE
(f) except as provided in the following paragraph (i) or (j), any failure by the Owner Trustee or The Bank to observe or perform any other covenant or obligation of the Owner Trustee or The Bank, as the case may be, contained in this Indenture or in any Participation Agreement or any failure by the Owner Participant to observe or perform any other covenant or obligation of the Owner Participant contained in any Participation Agreement or any failure by any Person (other than either of the Guarantors of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements to perform any covenant or obligation of such Person under its guarantee or support agreement which, in any case, is not remedied within a period of 30 calendar days after notice thereof has been given to the Owner Trustee, The Bank, the Owner Participant or such Person, as the case may be; or
(g) either the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any Person (other than either of the Guarantors of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements shall (i) be generally not paying its debts as they become due, (ii) file, or consent by answer or otherwise to the filing against it of a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, (iii) make an assignment for the benefit of its creditors, (iv) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property, or (v) take corporate or comparable action for the purpose of any of the foregoing; or
(h) a court or governmental authority of competent jurisdiction shall enter an order appointing, without consent by the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any Person (other than either of the Guarantors of the Series B Certificates as to the Guarantee) guaranteeing or supporting the obligations of the Owner Participant under the Operative Agreements, a custodian, receiver, trustee or other officer with similar powers with TRUST INDENTURE respect to the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any such Person, or occur with respect to any substantial part Principal Project Party (as defined in a TIFIA Loan Agreement) that constitutes an Event of its property, or constituting an order for relief or approving a petition for relief or reorganization or Default under any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any such Person, or if any petition for any such relief shall be filed against the Trust Estate or the Owner Trustee with respect thereto (and not in its individual capacity) or the Owner Participant or any such Person, and such petition shall not be dismissed within, or the order shall be unstayed and remain in effect for a period of, 60 days; or
(i) any failure by The Bank to give notice, or to resign, if required by Section 6.3.1.5 of any Participation TIFIA Loan Agreement, or (if The Bank shall have given such notice and resigned as required by said Section 6.3.
Appears in 1 contract
Samples: Master Trust Indenture
