RE-BID ITB # 23-10-01 JOINT PROCUREMENT CENTRAL ISLAND

Home Browse Search

misrepresentation has not had, and would not reasonably be expected to result in, a Material Adverse Effect, (D) in the reasonable determination of the WIFIA Lender, the underlying issue giving rise to the misrepresentation is capable of being cured and (E) the underlying issue giving rise to the misrepresentation is cured by the Borrower within thirty (30) days from the date on which the Borrower first became aware (or reasonably should have become aware) of such misrepresentation. (iv)Acceleration of Bonds. Any acceleration shall occur of the maturity of any Bond, or any such Bond shall not be paid in full upon the final maturity thereof. (v)Cross Default with Other Financing Documents. Any default shall occur in respect of the performance of any covenant, agreement or obligation of the Borrower under the Related Documents (other than the Principal Project Contracts), and such default shall be continuing after the giving of any applicable notice and the expiration of any applicable grace period specified in the Related Documents (other than the Principal Project Contracts) (as the case may be) with respect to such default, and the Borrower shall have failed to cure such default or to obtain an effective written waiver thereof in accordance with the terms thereof. (vi)Material Adverse Judgment. Any final, non-appealable judgment related to the System Revenues, the System or the Project shall be entered against the Borrower which has a Material Adverse Effect. (vii)Occurrence of a Bankruptcy Related Event. A Bankruptcy Related Event shall occur (A) with respect to the Borrower or (B) with respect to the Principal Project Party in respect of the Operation and Maintenance Contract; provided that no Event of Default shall occur under this clause (vii) with respect to such Principal Project Party if within 90 days after the occurrence of such Bankruptcy Related Event the Operation and Maintenance Contract is replaced by the Borrower in accordance with Section 14(e) (Operations and Maintenance). (viii)Invalidity of WIFIA Loan Documents. (A) Any WIFIA Loan Document ceases to be in full force and effect (other than as a result of the termination thereof in accordance with its terms) or becomes void, voidable, illegal or unenforceable, or the Borrower contests in any manner the validity or enforceability of any WIFIA Loan Document to which it is a party or denies it has any further liability under any WIFIA Loan Document to which it is a party, or purports to revoke, terminate or rescind any WIFIA Loan Document to which it is a party; (B) any Bond Authorization Document ceases (other than as expressly permitted thereunder) to be effective or to grant a valid and binding security interest on any material portion of the Pledged Funds other than as a result of actions or a failure to act by, and within the control of, the Bondholders, and with the priority purported to be created thereby; or (C) any event occurs that results in the material impairment in the perfection or priority of the WIFIA Lender’s security interest in the Pledged Funds or in the value of such Pledged Funds. 51