Common use of Trigger Events Clause in Contracts

Trigger Events. Each of the following events occurring as of or after the Effective Date shall constitute a “Trigger Event” for purposes of this Agreement: (i) the Company defaults with respect to (A) its reimbursement obligations under Section 3(b) or (B) any other payment obligation hereunder if such obligation remains unpaid thirty (30) days after the due date therefor and the Guarantor’s written demand therefor; (ii) any representation or warranty made by the Company in this Agreement or as an inducement to the Guarantor to enter into any Guaranty is false, incorrect, incomplete or misleading in any material respect when made and the Company has failed to cure such misrepresentation within fifteen (15) days after notice thereof from the Guarantor; (iii) the Company fails to observe or perform any other material covenant, obligation, condition or agreement contained in this Agreement and such failure continues for fifteen (15) days; (iv) the Company defaults in the observance or performance of any agreement, term or condition contained in any Guaranteed Facility that would constitute an event of default or similar event thereunder (other than an obligation to pay any amount the payment of which is guaranteed by the Guarantor pursuant to a Guaranty), up to or beyond any grace period provided in the Guaranteed Facility; provided, that if the applicable Bank waives the Company’s failure to observe or perform its obligations under a Guaranteed Facility, and if the Company wishes the Guarantor to waive the Trigger Event described in this clause (iv) based on the Bank’s waiver, then the Company shall notify the Guarantor’s Authorized Officer of the Bank’s waiver and the Guarantor’s Authorized Officer, on behalf of the Guarantor, shall promptly consider in good faith whether to waive the Trigger Event described in this clause (iv) on the basis that the Company’s default of its obligations under the Guaranteed Facility is immaterial to the Company’s performance of its obligations under this Agreement and the Guarantor’s rights under this Agreement; (v) the Company or any of its Subsidiaries defaults in the observance or performance of any other agreement, term or condition contained in any bond, debenture, note or other evidence of Indebtedness (other than any Guaranteed Facility), and the effect of such failure or default is to cause, or permit the holder or holders of such Indebtedness thereof to cause, Indebtedness in an aggregate amount for all such collective defaults of $25 million or more to become due prior to its stated date of maturity; (vi) the Company or any of its Subsidiaries (A) applies for or consents to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (B) is unable, or admits in writing its inability, to pay its debts generally as they mature, (C) makes a general assignment for the benefit of its or any of its creditors, (D) is dissolved or liquidated, (E) becomes insolvent (as such term may be defined or interpreted under any applicable statute), (F) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (G) takes any action for the purpose of effecting any of the foregoing; provided, that to the extent that any of the foregoing applies only to one or more Subsidiaries of the Company and not to the Company itself, then a Trigger Event shall be deemed to have occurred only if such event or occurrence could reasonably be expected to have a Material Adverse Effect; and (vii) proceedings are commenced (and such proceedings are not dismissed within sixty (60) days of such commencement) for the appointment of a receiver, trustee, liquidator or custodian of the Company, or of all or a substantial part of its property or any of its Subsidiaries, or an involuntary case or other proceeding seeking liquidation, reorganization or other relief with respect to the Company or any of its Subsidiaries or its or their debts under any bankruptcy, insolvency or other similar law now or hereafter in effect; provided, that to the extent that any of the foregoing applies only to one or more Subsidiaries of the Company and not to the Company itself, then a Trigger Event shall be deemed to have occurred only if such event or occurrence could reasonably be expected to have a Material Adverse Effect.

Trigger Events. Each (a) If, as of the last day of any fiscal quarter beginning with the fiscal quarter ending [ ], either a Minimum Liquidity Warm Trigger Event or a Tier 1 Capital Warm Trigger Event occurs, Servicer Performance Guarantor may require Servicer to take the following events occurring as of or after the Effective Date shall constitute a “Trigger Event” for purposes of this Agreementactions: (i) the Company defaults with respect permit Servicer Performance Guarantor to (A) its reimbursement obligations under Section 3(b) or (B) conduct additional inspections and/or audits, not more frequently than once during any other payment obligation hereunder if such obligation remains unpaid thirty (30) days after the due date therefor 90-day period and the Guarantor’s written demand therefor;to reimburse Servicer Performance Guarantor for any reasonable invoiced out of pocket expenses in connection therewith; and (ii) any representation or warranty made at Servicer’s expense, enter into a subservicing agreement with a subservicer to perform the obligations of a “warm” subservicer, which obligations shall include: (A) an agreement by the Company in this Agreement or as an inducement subservicer to perform the Guaranteed Servicer Obligations pursuant to the Guarantor to enter into any Guaranty is false, incorrect, incomplete or misleading in any material respect when made and the Company has failed to cure such misrepresentation within fifteen (15) days after notice thereof from the Guarantor; (iii) the Company fails to observe or perform any other material covenant, obligation, condition or agreement contained in this Agreement and such failure continues for fifteen (15) days; (iv) the Company defaults in the observance or performance of any agreement, term or condition contained in any Guaranteed Facility that would constitute an event of default or similar event thereunder (other than an obligation to pay any amount the payment of which is guaranteed by the Guarantor pursuant to a Guaranty), up to or beyond any grace period provided in the Guaranteed Facility; provided, that if the applicable Bank waives the Company’s failure to observe or perform its obligations under a Guaranteed Facility, and if the Company wishes the Guarantor to waive the Trigger Event described in this clause (iv) based on the Bank’s waiver, then the Company shall notify the Guarantor’s Authorized Officer of the Bank’s waiver and the Guarantor’s Authorized Officer, on behalf of the Guarantor, shall promptly consider in good faith whether to waive the Trigger Event described in this clause (iv) on the basis that the Company’s default of its obligations under the Guaranteed Facility is immaterial to the Company’s performance of its obligations under this Servicing Agreement and the Guarantor’s rights obligations of the Servicer under this Performance Guaranty within 90 days of receiving written notice of the occurrence of a Servicer Default under the Servicing Agreement; and (B) receiving copies of a computer file from Servicer no later than 30 days following the end of each Monthly Period, confirming that the information contained therein is readable and contains the information necessary to permit the subservicer to prepare all monthly noteholder statements required to be delivered in accordance with the Servicing Agreement. (b) If, as of the last day of any fiscal quarter beginning with the fiscal quarter ending [ ], either a Minimum Liquidity Hot Trigger Event or a Tier 1 Capital Hot Trigger Event occurs, Servicer Performance Guarantor may require Servicer to take the following actions: (i) permit Servicer Performance Guarantor to conduct additional inspections and/or audits, not more frequently than once during any 30-day period and to reimburse Servicer Performance Guarantor for any reasonable invoiced out of pocket expenses in connection therewith; and (ii) at Servicer’s expense, enter into a subservicing agreement with a subservicer to perform the obligations of a “hot” subservicer, which obligations shall include: (A) an agreement by the subservicer to perform the Guaranteed Servicer Obligations pursuant to the Servicing Agreement and the obligations of the Servicer under this Performance Guaranty within 45 days of receiving written notice of the occurrence of a Servicer Default under the Servicing Agreement; (vB) receiving copies of a computer file from Servicer no later than 7 days following the Company or any end of its Subsidiaries defaults in each calendar month, confirming that the observance or performance of any other agreement, term or condition information contained in any bond, debenture, note or other evidence of Indebtedness (other than any Guaranteed Facility), therein is readable and contains the effect of such failure or default is information necessary to cause, or permit the holder or holders of such Indebtedness thereof subservicer to cause, Indebtedness prepare all monthly noteholder statements required to be delivered in an aggregate amount for all such collective defaults of $25 million or more to become due prior to its stated date of maturityaccordance with the Servicing Agreement; (viC) completing trial conversions to transfer the Company or any of its Subsidiaries (A) applies for or consents data contained in the computer file described above to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (B) is unable, or admits in writing its inability, to pay its debts generally as they mature, (C) makes a general assignment for the benefit of its or any of its creditors, (D) is dissolved or liquidated, (E) becomes insolvent (as such term may be defined or interpreted under any applicable statute), (F) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (G) takes any action for the purpose of effecting any of the foregoing; provided, that to the extent that any of the foregoing applies only to one or more Subsidiaries of the Company and not to the Company itself, then a Trigger Event shall be deemed to have occurred only if such event or occurrence could reasonably be expected to have a Material Adverse Effectsubservicer’s servicing system; and (viiD) proceedings are commenced recalculating all monthly noteholder statements that Servicer is required to deliver pursuant to the Servicing Agreement. (c) If, a Default Trigger Event occurs and such proceedings are has not dismissed within sixty been cured after seven Business Days (60) days of such commencement) for the appointment of a receiver, trustee, liquidator or custodian of the Company, or of all or a substantial part of its property or any of its Subsidiaries, or an involuntary case or other proceeding seeking liquidation, reorganization or other relief two Business Days with respect to Servicer’s failure to make any payment, transfer or deposit when required) after the Company date written notice thereof shall have been received by Servicer, Servicer Performance Guarantor may require Servicer to take the following actions: (i) permit Servicer Performance Guarantor to conduct not more than two additional inspections and/or audits per calendar year and to reimburse Servicer Performance Guarantor for any invoiced reasonably out of pocket costs and expenses in connection therewith; and (ii) at Servicer’s expense, enter into a subservicing agreement reasonably satisfactory to Servicer Performance Guarantor with a subservicer pursuant to which the subservicer shall agree to perform the Guaranteed Servicer Obligations (or any subset thereof requested by the Servicer Performance Guarantor) pursuant to the Servicing Agreement. The subservicer appointed above shall continue to perform the Guaranteed Servicer Obligations until Servicer establishes to Servicer Performance Guarantor’s reasonable satisfaction that Servicer is capable of its Subsidiaries or its or their debts under providing the Guaranteed Servicer Obligations and can resume providing the Guaranteed Servicer Obligations. (d) Servicer shall promptly and duly execute and deliver any bankruptcyand all further instruments and documents, insolvency or other similar law now or hereafter in effect; providedand take such further action, that may be necessary or desirable or that Servicer Performance Guarantor may request to the extent that enable Servicer Performance Guarantor to enforce its rights under this Section 3.10. Servicer shall reimburse Servicer Performance Guarantor for any invoiced reasonable out of pocket expenses in connection with exercising its rights as described in this Section 3.10. (e) Servicer shall promptly, and in any event within 2 Business Days, notify Servicer Performance Guarantor of the foregoing applies only to one or more Subsidiaries occurrence of the Company and not to the Company itself, then a Default Trigger Event shall be deemed to have occurred only if such event or occurrence could reasonably be expected to have a Material Adverse EffectEvent.

Trigger Events. (a) Each of the following events occurring as set out in Part 1 (Trigger Events) of or after the Effective Date shall constitute Schedule 3 (Trigger Events) is a “Trigger Event” for purposes . (b) Any trigger events in addition to those set out in Part 1 (Trigger Events) of Schedule 3 (Trigger Events) or otherwise set out in this Agreement: , or any events having the same consequences, howsoever described shall be unenforceable by any person, unless each Obligor has entered into such document or documents (iwhich for the avoidance of doubt can be an Accession Memorandum to be executed in connection with the entry into of a new Authorised Credit Facility) as are necessary to extend the Company defaults with respect to benefit of any such additional trigger event (A) its reimbursement obligations under Section 3(b) or (B) any other payment obligation hereunder if such obligation remains unpaid thirty (30) days after the due date therefor and the Guarantor’s written demand therefor; consequences and remedies applicable thereto) to each Finance Party on the same basis as the Trigger Events (iiand upon execution of the relevant document(s) to effect the same, such additional trigger events will be deemed to be incorporated by reference into Part 1 (Trigger Events) of Schedule 3 (Trigger Events) with effect from the date of such document(s)) for such time as amounts remain outstanding under the relevant Authorised Credit Facility in connection with which such additional trigger event(s) were given and provided that the rights of each Finance Party in connection with any representation or warranty made such trigger event may only be exercised by the Company Security Trustee in this Agreement or as an inducement to accordance with the Guarantor to enter into any Guaranty is false, incorrect, incomplete or misleading in any material respect when made and the Company has failed to cure such misrepresentation within fifteen (15) days after notice thereof from the Guarantor; (iii) the Company fails to observe or perform any other material covenant, obligation, condition or agreement contained in this Agreement and such failure continues for fifteen (15) days; (iv) the Company defaults in the observance or performance terms of any agreement, term or condition contained in any Guaranteed Facility that would constitute an event of default or similar event thereunder (other than an obligation to pay any amount the payment of which is guaranteed by the Guarantor pursuant to a Guaranty), up to or beyond any grace period provided in the Guaranteed Facility; provided, that if the applicable Bank waives the Company’s failure to observe or perform its obligations under a Guaranteed Facility, and if the Company wishes the Guarantor to waive the Trigger Event described in this clause (iv) based on the Bank’s waiver, then the Company shall notify the Guarantor’s Authorized Officer of the Bank’s waiver and the Guarantor’s Authorized Officer, on behalf of the Guarantor, shall promptly consider in good faith whether to waive the Trigger Event described in this clause (iv) on the basis that the Company’s default of its obligations under the Guaranteed Facility is immaterial to the Company’s performance of its obligations under this Agreement and the Guarantor’s rights under this Agreement;STID. (vc) Following the Company occurrence of a Trigger Event and at any time until such Trigger Event has been waived by the Security Trustee, acting in accordance with the terms of the STID, or any remedied in accordance with the Trigger Event Remedies described in Part 3 (Trigger Event Remedies) of its Subsidiaries defaults in the observance or performance of any other agreement, term or condition contained in any bond, debenture, note or other evidence of Indebtedness Schedule 3 (other than any Guaranteed FacilityTrigger Events), and the effect provisions set out in Part 2 (Trigger Event Consequences) of such failure or default is to cause, or permit the holder or holders of such Indebtedness thereof to cause, Indebtedness in an aggregate amount for all such collective defaults of $25 million or more to become due prior to its stated date of maturity;Schedule 3 (Trigger Events) will apply. (vid) the Company or any In respect of its Subsidiaries (A) applies for or consents to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (B) is unable, or admits in writing its inability, to pay its debts generally as they mature, (C) makes a general assignment for the benefit of its or any of its creditors, (D) is dissolved or liquidated, (E) becomes insolvent (as such term may be defined or interpreted under any applicable statute), (F) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (G) takes any action for the purpose of effecting any of the foregoing; provided, that to the extent that provisions set out in Part 2 (Trigger Event Consequences) of Schedule 3 (Trigger Events) and in respect of any of the foregoing applies only provisions set out in Part 3 (Trigger Event Remedies) of Schedule 3 (Trigger Events), which require the Security Trustee to one or more Subsidiaries exercise discretion, the Security Trustee shall act in accordance with an instruction of the Company Qualifying Secured Creditors given in accordance with clause 24 (Qualifying Secured Creditor Instructions) of the STID and not any reference to "reasonableness" and "reasonable time" will be interpreted accordingly. (e) The Parties agree and acknowledge that the Security Trustee is entitled to assume that no Trigger Event has occurred unless and until it receives express notice in writing to the Company itself, then contrary. Following receipt of a notice in writing of the occurrence of a Trigger Event from an Obligor (or the Security Group Agent on its behalf), the Security Trustee shall be deemed to have occurred only if such event or notify the Secured Creditor Representatives of the Secured Creditors of the occurrence could reasonably be expected to have a Material Adverse Effect; and (vii) proceedings are commenced (and such proceedings are not dismissed within sixty (60) days of such commencement) for the appointment of a receiver, trustee, liquidator or custodian of the Company, or of all or a substantial part of its property or any of its Subsidiaries, or an involuntary case or other proceeding seeking liquidation, reorganization or other relief with respect to the Company or any of its Subsidiaries or its or their debts under any bankruptcy, insolvency or other similar law now or hereafter in effect; provided, that to the extent that any of the foregoing applies only to one or more Subsidiaries of the Company and not to the Company itself, then a Trigger Event shall be deemed to have occurred only if such event or occurrence could reasonably be expected to have a Material Adverse EffectEvent.

Trigger Events. Each of the following events occurring as of or after the Effective Date shall constitute a “Trigger Event” for purposes of this Agreement: (a) If at any time (i) Parent or AIG Life Holdings no longer meets the Company defaults with respect to (A) its reimbursement obligations under Section 3(b) Collateralization Rating Criteria or (B) any other payment obligation hereunder if such obligation remains unpaid thirty (30) days after the due date therefor and the Guarantor’s written demand therefor; (ii) any representation or warranty made by the Company in this Agreement or as an inducement to the Guarantor to enter into any Guaranty is false, incorrect, incomplete or misleading in any material respect when made and the Company has failed to cure such misrepresentation within fifteen (15) days after notice thereof from the Guarantor; (iii) the Company AIG Life Holdings fails to observe or perform make any other material covenant, obligation, condition or agreement contained in this Agreement and such failure continues for fifteen (15) days; (iv) the Company defaults in the observance or performance of any agreement, term or condition contained in any Guaranteed Facility that would constitute an event of default or similar event thereunder (other than an obligation to pay any amount the payment of which is guaranteed by the Guarantor pursuant to a Guaranty), up to principal or beyond any grace period provided in the Guaranteed Facility; provided, that if the applicable Bank waives the Company’s failure to observe or perform its obligations under a Guaranteed Facilityinterest, and if the Company wishes the Guarantor to waive the Trigger Event described in this clause (iv) based on the Bank’s waiverapplicable grace periods have lapsed, then the Company shall notify the Guarantor’s Authorized Officer of the Bank’s waiver and the Guarantor’s Authorized Officer, on behalf of the Guarantor, shall promptly consider in good faith whether to waive the Trigger Event described in this clause (iv) on the basis that the Company’s default of its obligations under the Guaranteed Facility is immaterial to the Company’s performance of its obligations under this Agreement and the Guarantor’s rights under this Agreement; (v) the Company or any of its Subsidiaries defaults in the observance or performance of any other agreement, term or condition contained in any bond, debenture, note or other evidence of Indebtedness (other than any Guaranteed Facility), and the effect of such failure or default is to cause, or permit the holder or holders of such Indebtedness thereof to cause, Indebtedness in an aggregate amount for all such collective defaults of $25 million or more to become due prior to its stated date of maturity; (vi) the Company or any of its Subsidiaries (A) applies for or consents to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (B) is unable, or admits in writing its inability, to pay its debts generally as they mature, (C) makes a general assignment for the benefit of its or any of its creditors, (D) is dissolved or liquidated, (E) becomes insolvent (as such term may be defined or interpreted under any applicable statute), (F) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (G) takes any action for the purpose of effecting any of the foregoing; provided, that to the extent that any of the foregoing applies only to one or more Subsidiaries of the Company and not to the Company itself, then a Trigger Event shall be deemed to have occurred only if such event or occurrence could reasonably be expected to have a Material Adverse Effect; and (vii) proceedings are commenced (and such proceedings are not dismissed within sixty (60) days of such commencement) for the appointment of a receiver, trustee, liquidator or custodian of the Company, or of all or a substantial part of its property or any of its Subsidiaries, or an involuntary case or other proceeding seeking liquidation, reorganization or other relief with respect to the Company AIGLH Notes, and, in the case of this clause (ii), a holder (or holders acting collectively) of any of its Subsidiaries or its or their debts AIGLH Note has the right to make a claim under any bankruptcyguarantee pursuant to the Indentures or the Guarantees against the Guarantor (each of the events described in clauses (i) and (ii), insolvency a “Collateral Trigger Event”), then the Pledgors shall promptly (and in no event more than two (2) Business Days following such Collateral Trigger Event) deposit Eligible Collateral in the Collateral Account in an amount equal to the Trigger Event Collateral Amount as of the time of the Collateral Trigger Event and the Pledgors shall at all times thereafter maintain Fair Market Value of Eligible Collateral in the Collateral Account at least equal to the Trigger Event Collateral Amount; provided that if Parent and AIG Life Holdings subsequently meet the Collateralization Rating Criteria following the occurrence of a Collateral Trigger Event pursuant to clause (i), then the Pledgors may request the consent (not to be unreasonably withheld, conditioned or other similar law now or hereafter delayed) of the Guarantor to withdraw Eligible Collateral from the Collateral Account. (b) If at any time after the Pledgors deposit funds in effect; providedconnection with a Collateral Trigger Event in accordance with this Section 3, the Guarantor determines, acting reasonably, that to the extent that any Fair Market Value of the foregoing applies only to one or more Subsidiaries Eligible Collateral is less than the Trigger Event Collateral Amount at such time, the Pledgors shall, upon demand, within five (5) Business Days deposit sufficient additional Eligible Collateral in the Collateral Account so that the Fair Market Value of the Company and not to Eligible Collateral shall at least equal the Company itself, then a Trigger Event shall be deemed to have occurred only if Collateral Amount at such event or occurrence could reasonably be expected to have a Material Adverse Effecttime.

Trigger Events. ‌ (a) Each of the following events occurring as set out in Part 1 (Trigger Events) of or after the Effective Date shall constitute Schedule 3 (Trigger Events) is a “Trigger Event” for purposes . (b) Any trigger events in addition to those set out in Part 1 (Trigger Events) of Schedule 3 (Trigger Events) or otherwise set out in this Agreement: , or any events having the same consequences, howsoever described shall be unenforceable by any person, unless each Obligor has entered into such document or documents (iwhich for the avoidance of doubt can be an Accession Memorandum to be executed in connection with the entry into of a new Authorised Credit Facility) as are necessary to extend the Company defaults with respect to benefit of any such additional trigger event (A) its reimbursement obligations under Section 3(b) or (B) any other payment obligation hereunder if such obligation remains unpaid thirty (30) days after the due date therefor and the Guarantor’s written demand therefor; consequences and remedies applicable thereto) to each Finance Party on the same basis as the Trigger Events (iiand upon execution of the relevant document(s) to effect the same, such additional trigger events will be deemed to be incorporated by reference into Part 1 (Trigger Events) of Schedule 3 (Trigger Events) with effect from the date of such document(s)) for such time as amounts remain outstanding under the relevant Authorised Credit Facility in connection with which such additional trigger event(s) were given and provided that the rights of each Finance Party in connection with any representation or warranty made such trigger event may only be exercised by the Company Security Trustee in this Agreement or as an inducement to accordance with the Guarantor to enter into any Guaranty is false, incorrect, incomplete or misleading in any material respect when made and the Company has failed to cure such misrepresentation within fifteen (15) days after notice thereof from the Guarantor; (iii) the Company fails to observe or perform any other material covenant, obligation, condition or agreement contained in this Agreement and such failure continues for fifteen (15) days; (iv) the Company defaults in the observance or performance terms of any agreement, term or condition contained in any Guaranteed Facility that would constitute an event of default or similar event thereunder (other than an obligation to pay any amount the payment of which is guaranteed by the Guarantor pursuant to a Guaranty), up to or beyond any grace period provided in the Guaranteed Facility; provided, that if the applicable Bank waives the Company’s failure to observe or perform its obligations under a Guaranteed Facility, and if the Company wishes the Guarantor to waive the Trigger Event described in this clause (iv) based on the Bank’s waiver, then the Company shall notify the Guarantor’s Authorized Officer of the Bank’s waiver and the Guarantor’s Authorized Officer, on behalf of the Guarantor, shall promptly consider in good faith whether to waive the Trigger Event described in this clause (iv) on the basis that the Company’s default of its obligations under the Guaranteed Facility is immaterial to the Company’s performance of its obligations under this Agreement and the Guarantor’s rights under this Agreement;STID.‌ (vc) Following the Company occurrence of a Trigger Event and at any time until such Trigger Event has been waived by the Security Trustee, acting in accordance with the terms of the STID, or any remedied in accordance with the Trigger Event Remedies described in Part 3 (Trigger Event Remedies) of its Subsidiaries defaults in the observance or performance of any other agreement, term or condition contained in any bond, debenture, note or other evidence of Indebtedness Schedule 3 (other than any Guaranteed FacilityTrigger Events), and the effect provisions set out in Part 2 (Trigger Event Consequences) of such failure or default is to cause, or permit the holder or holders of such Indebtedness thereof to cause, Indebtedness in an aggregate amount for all such collective defaults of $25 million or more to become due prior to its stated date of maturity;Schedule 3 (Trigger Events) will apply. (vid) the Company or any In respect of its Subsidiaries (A) applies for or consents to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (B) is unable, or admits in writing its inability, to pay its debts generally as they mature, (C) makes a general assignment for the benefit of its or any of its creditors, (D) is dissolved or liquidated, (E) becomes insolvent (as such term may be defined or interpreted under any applicable statute), (F) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (G) takes any action for the purpose of effecting any of the foregoing; provided, that to the extent that provisions set out in Part 2 (Trigger Event Consequences) of Schedule 3 (Trigger Events) and in respect of any of the foregoing applies only provisions set out in Part 3 (Trigger Event Remedies) of Schedule 3 (Trigger Events), which require the Security Trustee to one or more Subsidiaries exercise discretion, the Security Trustee shall act in accordance with an instruction of the Company Qualifying Secured Creditors given in accordance with clause 24 (Qualifying Secured Creditor Instructions) of the STID and not any reference to "reasonableness" and "reasonable time" will be interpreted accordingly. (e) The Parties agree and acknowledge that the Security Trustee is entitled to assume that no Trigger Event has occurred unless and until it receives express notice in writing to the Company itself, then contrary. Following receipt of a notice in writing of the occurrence of a Trigger Event from an Obligor (or the Security Group Agent on its behalf), the Security Trustee shall be deemed to have occurred only if such event or notify the Secured Creditor Representatives of the Secured Creditors of the occurrence could reasonably be expected to have a Material Adverse Effect; and (vii) proceedings are commenced (and such proceedings are not dismissed within sixty (60) days of such commencement) for the appointment of a receiver, trustee, liquidator or custodian of the Company, or of all or a substantial part of its property or any of its Subsidiaries, or an involuntary case or other proceeding seeking liquidation, reorganization or other relief with respect to the Company or any of its Subsidiaries or its or their debts under any bankruptcy, insolvency or other similar law now or hereafter in effect; provided, that to the extent that any of the foregoing applies only to one or more Subsidiaries of the Company and not to the Company itself, then a Trigger Event shall be deemed to have occurred only if such event or occurrence could reasonably be expected to have a Material Adverse EffectEvent.

Trigger Events. Each (a) On and after any date on which the Depositary Agent receives written notice from the Collateral Agent pursuant to Section 2.4(a) of the Intercreditor Agreement that a Trigger Event has occurred (the date of receipt of such notice, the "Trigger Event Day"), the Depositary Agent shall thereafter accept all notices and instructions required to be given to the Depositary Agent pursuant to the terms of this Depositary Agreement only from the Collateral Agent and not from any other Person and the Depositary Agent shall not withdraw, transfer, pay or otherwise distribute any moneys in any of the Funds except pursuant to such notices and instructions from the Collateral Agent. (b) On the Trigger Event Date, the Depositary Agent shall (i) draw on the Debt Service Letter of Credit and deposit the proceeds thereof into the Debt Service Reserve Fund and (ii) render to the Collateral Agent an accounting of all moneys in the Funds as of the Trigger Event Date. (c) On and after the Trigger Event Date, the Depositary Agent shall (A) distribute all money then held in the Project Revenue Fund in accordance with clauses (i) through (vii) of Section 3.1(b) (except that it shall not make any withdrawal, transfer or payment in accordance with Section 3.1(b)(i) unless the Depositary Agent receives written notice from the Collateral Agent to make such withdrawal, transfer or payment) and (B) make any or all of the following events occurring transfers and withdrawals as of or after directed in a notice from the Effective Date shall constitute a “Trigger Event” for purposes of this AgreementCollateral Agent: (i) to the Company defaults Trustee for redemption of the Bonds Outstanding in accordance with respect Section 7.3 of the Indenture, or if the maturity of the Bonds have been accelerated pursuant to (A) its reimbursement obligations under Section 3(b) or (B) 8.2 of the Indenture, for payment of the Bonds and to each holder of Additional Permitted Debt, any other payment obligation hereunder if such obligation remains unpaid thirty (30) days after moneys held in the due date therefor Principal Account sub-funds, the Interest Account sub-funds, the Additional Permitted Debt Fund and the Guarantor’s written demand therefor;Debt Service Reserve Fund sub-funds, in each case, allocated to the Bonds and such Additional Permitted Debt, respectively; and (ii) to the Trustee (for redemption of the Bonds outstanding in accordance with Section 7.3 of the Indenture or, if the maturity of the Bonds has been accelerated, for payment of the Bonds), and to the other Secured Parties, ratably, any representation moneys held in the Operating Fund, the Overhaul Fund, the Pollution Control Finance Fund, the Property Tax Fund, the Partnership Distribution Fund and the Restoration Fund and any moneys remaining in the Funds described in clause (i) above after making the withdrawals specified therein; provided that if the Depositary Agent has not received a notice authorizing the Depositary Agent to distribute all amounts in the Project Revenue Fund as provided in Section 3.16(c)(A) from the Collateral Agent following the Trigger Event Date, the Depositary Agent shall distribute all moneys then held in the Project Revenue Fund in accordance with Section 3.1(b) (except that it shall not make any withdrawal, transfer or warranty made payment in accordance with Section 3.1(b)(i)) on each one-month anniversary of the Trigger Event Date until the Depositary Agent receives such notice from the Collateral Agent and thereafter the Depositary Agent shall follow the instructions set forth in such notice until notified otherwise by the Company Collateral Agent. (d) Upon receipt from the Collateral Agent of any cash proceeds resulting from liquidation of the Collateral, the Depositary Agent shall (i) first, deposit such cash proceeds resulting from liquidation of the Collateral into the Project Revenue Fund, (ii) second, pay to each of the Collateral Agent, the Trustee, the Credit Banks (if there is no agent(s) for the Credit Banks or, if there is an agent or agents for the Credit Banks, then the agent(s) for the Credit Banks) and any other trustees or agents that are Secured Parties under the Security Documents, and the Depositary Agent, as the case may be, ratably, in this Agreement or as an inducement amount equal to the Guarantor to enter into any Guaranty is falseamounts due in respect of the Administrative Claims, incorrectthe Collateral Agent Claims, incomplete or misleading in any material respect when made the Trustee Claims and the Company has failed Depositary Agent Claims, respectively, due and payable as of the date of such distribution; provided that, prior to cure any such misrepresentation within fifteen (15) days after notice thereof from distribution to any such Persons, the Guarantor; Depositary Agent shall have received a certificate signed by each such Person setting forth the amount payable to such Person as of the date of such distribution, including any supporting materials for such claims and (iii) third, distribute the Company fails to observe or perform any other material covenant, obligation, condition or agreement contained in this Agreement and such failure continues for fifteen (15) days; (iv) the Company defaults in the observance or performance of any agreement, term or condition contained in any Guaranteed Facility that would constitute an event of default or similar event thereunder (other than an obligation to pay any amount the payment of which is guaranteed by the Guarantor pursuant to a Guaranty), up to or beyond any grace period provided in the Guaranteed Facility; provided, that if the applicable Bank waives the Company’s failure to observe or perform its obligations under a Guaranteed Facility, and if the Company wishes the Guarantor to waive the Trigger Event described in this clause (iv) based on the Bank’s waiver, then the Company shall notify the Guarantor’s Authorized Officer of the Bank’s waiver and the Guarantor’s Authorized Officer, on behalf of the Guarantor, shall promptly consider in good faith whether to waive the Trigger Event described in this clause (iv) on the basis that the Company’s default of its obligations under the Guaranteed Facility is immaterial to the Company’s performance of its obligations under this Agreement and the Guarantor’s rights under this Agreement; (v) the Company or any of its Subsidiaries defaults in the observance or performance of any other agreement, term or condition contained in any bond, debenture, note or other evidence of Indebtedness (other than any Guaranteed Facility), and the effect balance of such failure or default is to cause, or permit the holder or holders of such Indebtedness thereof to cause, Indebtedness proceeds in an aggregate amount for all such collective defaults of $25 million or more to become due prior to its stated date of maturity; (vi) the Company or any of its Subsidiaries (A) applies for or consents to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (B) is unable, or admits in writing its inability, to pay its debts generally as they mature, (C) makes a general assignment for the benefit of its or any of its creditors, (D) is dissolved or liquidated, (E) becomes insolvent (as such term may be defined or interpreted under any applicable statuteaccordance with Section 3.16(c)(A), (F) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (G) takes any action for the purpose of effecting any of the foregoing; provided, that to the extent that any of the foregoing applies only to one or more Subsidiaries of the Company and not to the Company itself, then a Trigger Event shall be deemed to have occurred only if such event or occurrence could reasonably be expected to have a Material Adverse Effect; and (vii) proceedings are commenced (and such proceedings are not dismissed within sixty (60) days of such commencement) for the appointment of a receiver, trustee, liquidator or custodian of the Company, or of all or a substantial part of its property or any of its Subsidiaries, or an involuntary case or other proceeding seeking liquidation, reorganization or other relief with respect to the Company or any of its Subsidiaries or its or their debts under any bankruptcy, insolvency or other similar law now or hereafter in effect; provided, that to the extent that any of the foregoing applies only to one or more Subsidiaries of the Company and not to the Company itself, then a Trigger Event shall be deemed to have occurred only if such event or occurrence could reasonably be expected to have a Material Adverse Effect.