Concentration Limits. (a) The Company shall use reasonable endeavours to ensure that no Concentration Limit is exceeded with respect to any Eligible Equities or Eligible ETFs included in the Collateral. (b) If the Collateral provided by the Company in respect of a Loan on or before the Utilisation Date for that Loan includes Eligible Equities or Eligible ETFs where the relevant Concentration Limit in respect of those Eligible Equities or Eligible EFTs is exceeded, the Eligible Equities or Elgibible ETFs (as applicable) exceeding that Concentration Limit shall be deemed to have a value of zero for purposes of the Collateral Value set out in the Collateral Report provided or to be provided by the Collateral Monitor. The Lenders will (subject to all other terms and conditions of this Agreement) remain obliged to make that Loan available notwithstanding that the relevant Concentration Limit has been exceeded in relation to those Eligible Equities or Eligible ETFs (as applicable) unless the Collateral Value is less than the Outstanding Facility Amount (after taking the Proposed Loan into account), in which case the provisions of paragraph 7 (Utilisation Date disbursement procedures – Revolving Loans and Swingline Loans) above shall apply. (c) If the Collateral includes any Eligible Equities or Eligible ETFs where the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable) is exceeded: (i) the Company shall, promptly upon becoming aware that the relevant Concentration Limit is exceeded for any Eligible Equities or Eligible ETFs (as applicable) in the Collateral, or upon notice from the Facility Agent, the Security Agent or the Collateral Monitor that they consider that that Concentration Limit is or may have been exceeded, give notice of that fact to each relevant Agent and the Security Agent, including: (A) details of the relevant Eligible Equities or Eligible ETFs (as applicable); (B) the amount of the relevant Eligible Equities or Eligible ETFs (as applicable) in the Collateral as a proportion to the Average Daily Traded Volume of such Eligible Equities or Eligible ETFs (as applicable); (C) the aggregate Market Value of the relevant Eligible Equities or Eligible ETFs (as applicable) in the Collateral as a proportion of the Outstanding Facility Amount; and/or (D) in relation to Eligible Equities only, the aggregate Market Value of the relevant Eligible Equities in the Collateral as a proportion of the Market Capitalisation of such Eligible Equities. For the avoidance of doubt, the Facility Agent and the Security Agent are under no obligation to check whether any Concentration Limit is exceeded. (ii) the Company shall: (A) without limiting the provisions of paragraph 7 (Utilisation Date disbursement procedures – Revolving Loans and Swingline Loans) above, where those Eligible Equities or Eligible ETFs (as applicable) were provided by the Company in respect of a Loan on or before the Utilisation Date for that Loan, either provide additional Eligible Collateral as Collateral by 1:30 p.m., or repay or prepay the Loan(s) by 3:00 p.m., on the London Business Day following the Utilisation Date for that Loan; or (B) in any other case, either provide additional Eligible Collateral as Collateral by 1:30 p.m., or repay or prepay the Loan(s) by 3:00 p.m. on the London Business Day following the day on which the Company became aware that the Concentration Limit is exceeded for those Eligible Equities or Eligible ETFs (as applicable) included in the Collateral, in each case in a sufficient amount to enable the Collateral Monitor to provide a Collateral Report and the Company to deliver a confirmation that on the basis described in paragraph (d) below the Collateral Value is equal to or exceeds the Outstanding Facility Amount. (d) The Company shall ensure that, by no later than 5:00 p.m. on the London Business Day on which it is required to provide additional Collateral and/or repay or prepay Loan(s) in accordance with paragraph (c) above: (i) the Collateral Monitor provides a Collateral Report which shows that the Collateral Value is equal to or exceeds the Outstanding Facility Amount; and (ii) the Company provides either: (A) a confirmation that none of the Eligible Equities or the Eligible ETFs included in the calculation of Collateral Value in that Collateral Report exceeds the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable); or (B) (if Eligible Equities or Eligible ETFs are included in that calculation of Collateral Value which exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable)) a confirmation that, if calculated without taking into account any Eligible Equities or Eligible ETFs to the extent they exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable), the Collateral Value will continue to be equal to or exceed the Outstanding Facility Amount, together with a description showing (in reasonable detail) the deductions to be made from the Collateral Value (as stated by the Collateral Monitor in the Collateral Report) on account of the Eligible Equities or Eligible ETFs (as applicable) which exceed their Concentration Limit. (e) An Event of Default will occur if a Collateral Report and confirmation from the Company is not delivered in accordance with paragraph (d) above and by the time required in that paragraph, unless, by that time, the Company demonstrates to the satisfaction of the Security Agent (acting on the instructions of the Facility Agent, itself acting on the instructions of all Lenders, acting reasonably) that the Collateral Value (excluding any Eligible Equities or Eligible ETFs to the extent they exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable)) is equal to or more than the Outstanding Facility Amount. (f) Where a Collateral Report has been delivered in accordance with paragraph (d) above, the Company may instruct the Custodians and Collateral Monitor to transfer out of the Collateral Accounts any Eligible Equities or Eligible ETFs to the extent those Eligible Equities or Eligible ETFs (as applicable) included in the Collateral exceed the relevant Concentration Limit, and provided no Default is continuing or would occur as a result of the transfer of those Eligible Equities or Eligible ETFs (as applicable) and the Collateral Value, after that transfer, will be equal to or will exceed the Outstanding Facility Amount. On request by the Company, the Security Agent will give to the Custodians and Collateral Monitor its consent to such a transfer provided no Default is continuing or would occur as a result of any transfer and it has received confirmation from the Collateral Monitor that its conditions of transfer (as set out in the Collateral Monitoring Deed) have been satisfied.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (Cboe Global Markets, Inc.), Amendment and Restatement Agreement (Cboe Global Markets, Inc.)
Concentration Limits. (a) The Company shall use reasonable endeavours to ensure that no Concentration Limit is exceeded with respect Commencing on the date of the IPO Event and continuing thereafter, aggregate rent and other payments under a Lease or Leases to any Eligible Equities single tenant or Eligible ETFs any group of Affiliates thereof shall not account for more than thirty-five percent (35%) of Adjusted Net Operating Income from the Borrowing Base Properties (the “Single Tenant Limitation”); provided that a failure to satisfy the requirements of this §9.10(a) shall not result in any Real Estate not being included in as a Borrowing Base Property, but any such rent and other payments accounting for more than the CollateralSingle Tenant Limitation shall be excluded for purposes of calculating Adjusted Net Operating Income, Debt Yield and Borrowing Base Availability.
(b) If Commencing on the Collateral provided by date of the Company in respect IPO Event and continuing thereafter, no more than thirty-five percent (35%) of a Loan on or before the Utilisation Date for that Loan includes Eligible Equities or Eligible ETFs where the relevant Concentration Limit in respect of those Eligible Equities or Eligible EFTs is exceeded, the Eligible Equities or Elgibible ETFs (as applicable) exceeding that Concentration Limit Borrowing Base Availability shall be deemed attributable to have any single Borrowing Base Property; provided that a value of zero for purposes of failure to satisfy the Collateral Value set out in the Collateral Report provided or to be provided by the Collateral Monitor. The Lenders will (subject to all other terms and conditions requirements of this Agreement§9.10(b) remain obliged to make that Loan available notwithstanding that the relevant Concentration Limit has been exceeded shall not result in relation to those Eligible Equities or Eligible ETFs (any Real Estate not being included as applicable) unless the Collateral Value is less than the Outstanding Facility Amount (after taking the Proposed Loan into account)a Borrowing Base Property, but any Borrowing Base Availability in which case the provisions excess of paragraph 7 (Utilisation Date disbursement procedures – Revolving Loans and Swingline Loans) above such limitation shall applybe excluded.
(c) If Commencing on the Collateral includes any Eligible Equities or Eligible ETFs where date hereof and continuing until the relevant Concentration Limit for those Eligible Equities or Eligible ETFs date that is six (as applicable6) is exceeded:
months after the occurrence of the IPO Event, no more than thirty-five percent (i35%) of the Company shall, promptly upon becoming aware that the relevant Concentration Limit is exceeded for any Eligible Equities or Eligible ETFs (as applicable) in the Collateral, or upon notice from the Facility Agent, the Security Agent total Adjusted Net Operating Income or the Collateral Monitor that they consider that that Concentration Limit is or may have been exceeded, give notice of that fact to each relevant Agent and the Security Agent, including:
(A) details of the relevant Eligible Equities or Eligible ETFs (as applicable);
(B) the amount of the relevant Eligible Equities or Eligible ETFs (as applicable) in the Collateral as a proportion to the Average Daily Traded Volume of such Eligible Equities or Eligible ETFs (as applicable);
(C) the aggregate Market Appraised Value of the relevant Eligible Equities or Eligible ETFs Borrowing Base Properties shall be attributable to Newly-Built Properties, and commencing on the date that is six (as applicable6) in months after the Collateral as a proportion occurrence of the Outstanding Facility Amount; and/or
IPO Event and continuing thereafter, no more than twenty-five percent (D25%) in relation to Eligible Equities only, of the total Adjusted Net Operating Income or the aggregate Market Appraised Value of the relevant Eligible Equities Borrowing Base Properties shall be attributable to Newly-Built Properties, provided that a failure to satisfy the requirements of this §9.10(c) shall not result in the Collateral any Real Estate not being included as a proportion of the Market Capitalisation Borrowing Base Property but any such Adjusted Net Operating Income or Appraised Value in excess of such Eligible Equities. For the avoidance limitation shall be excluded for purposes of doubtcalculating Adjusted Net Operating Income, the Facility Agent Debt Yield and the Security Agent are under no obligation to check whether any Concentration Limit is exceededBorrowing Base Availability.
(ii) the Company shall:
(A) without limiting the provisions of paragraph 7 (Utilisation Date disbursement procedures – Revolving Loans and Swingline Loans) above, where those Eligible Equities or Eligible ETFs (as applicable) were provided by the Company in respect of a Loan on or before the Utilisation Date for that Loan, either provide additional Eligible Collateral as Collateral by 1:30 p.m., or repay or prepay the Loan(s) by 3:00 p.m., on the London Business Day following the Utilisation Date for that Loan; or
(B) in any other case, either provide additional Eligible Collateral as Collateral by 1:30 p.m., or repay or prepay the Loan(s) by 3:00 p.m. on the London Business Day following the day on which the Company became aware that the Concentration Limit is exceeded for those Eligible Equities or Eligible ETFs (as applicable) included in the Collateral, in each case in a sufficient amount to enable the Collateral Monitor to provide a Collateral Report and the Company to deliver a confirmation that on the basis described in paragraph (d) below the Collateral Value is equal to or exceeds the Outstanding Facility Amount.
(d) The Company shall ensure that, by no later than 5:00 p.m. on the London Business Day on which it is required to provide additional Collateral and/or repay or prepay Loan(s) in accordance with paragraph (c) above:
(i) the Collateral Monitor provides a Collateral Report which shows that the Collateral Value is equal to or exceeds the Outstanding Facility Amount; and
(ii) the Company provides either:
(A) a confirmation that none of the Eligible Equities or the Eligible ETFs included in the calculation of Collateral Value in that Collateral Report exceeds the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable); or
(B) (if Eligible Equities or Eligible ETFs are included in that calculation of Collateral Value which exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable)) a confirmation that, if calculated without taking into account any Eligible Equities or Eligible ETFs to the extent they exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable), the Collateral Value will continue to be equal to or exceed the Outstanding Facility Amount, together with a description showing (in reasonable detail) the deductions to be made from the Collateral Value (as stated by the Collateral Monitor in the Collateral Report) on account of the Eligible Equities or Eligible ETFs (as applicable) which exceed their Concentration Limit.
(e) An Event of Default will occur if a Collateral Report and confirmation from the Company is not delivered in accordance with paragraph (d) above and by the time required in that paragraph, unless, by that time, the Company demonstrates to the satisfaction of the Security Agent (acting on the instructions of the Facility Agent, itself acting on the instructions of all Lenders, acting reasonably) that the Collateral Value (excluding any Eligible Equities or Eligible ETFs to the extent they exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable)) is equal to or more than the Outstanding Facility Amount.
(f) Where a Collateral Report has been delivered in accordance with paragraph (d) above, the Company may instruct the Custodians and Collateral Monitor to transfer out of the Collateral Accounts any Eligible Equities or Eligible ETFs to the extent those Eligible Equities or Eligible ETFs (as applicable) included in the Collateral exceed the relevant Concentration Limit, and provided no Default is continuing or would occur as a result of the transfer of those Eligible Equities or Eligible ETFs (as applicable) and the Collateral Value, after that transfer, will be equal to or will exceed the Outstanding Facility Amount. On request by the Company, the Security Agent will give to the Custodians and Collateral Monitor its consent to such a transfer provided no Default is continuing or would occur as a result of any transfer and it has received confirmation from the Collateral Monitor that its conditions of transfer (as set out in the Collateral Monitoring Deed) have been satisfied.
Appears in 2 contracts
Sources: Credit Agreement (MedEquities Realty Trust, Inc.), Credit Agreement (MedEquities Realty Trust, Inc.)
Concentration Limits. (a) The Company Seller shall use reasonable endeavours not sell or substitute Eligible Receivables on any Settlement Date if, and to ensure the extent that, after giving effect to such sales and substitutions on such date (unless the Managing Facility Agent and all of the Purchasers otherwise agree with respect to clauses (i) and (ii) below and unless the Managing Facility Agent and the Required Purchasers otherwise agree with respect to clauses (iii) through (xvi) below):
(i) the aggregate outstanding Principal Balances of all Purchased Receivables in respect of a single Obligor and all of its Affiliates or a single Unaffiliated Foreign Lessee and all of its Affiliates would exceed an amount equal to 10% of the Outstanding Purchase Price on such Settlement Date, provided, that (x) if no Concentration Limit Amortization Event has occurred and is exceeded continuing, the Seller may request that the 10% concentration limit with respect to any Eligible Equities Obligor be waived and such waiver may be granted with the unanimous written consent of the Purchasers; and (y) if on any Settlement Date, Raytheon's Debt Rating is at either of the levels set forth below then the 10% concentration limit is hereby waived with respect to Great Lakes and Mesa and the concentration percentages for each set forth opposite such Debt Rating shall be applicable: Debt Rating Mesa % Great Lakes % BBB or Eligible ETFs included Baa2 or higher 20% 15% below BBB or Baa2 15% 10%;
(ii) the aggregate outstanding Principal Balances of Purchased Receivables of the five Obligors and all of their Affiliates with the largest aggregate outstanding Principal Balances would exceed an amount equal to 35% of the Outstanding Purchase Price on such Settlement Date; provided, that the Principal Balances of Receivables having Mesa as the applicable Obligor shall be excluded from the foregoing concentration limitations unless Raytheon's Debt Rating is below either BBB or Baa2 during which time such Receivables shall be subject to the foregoing limitations. For purposes of this subsection 2.7(a)(ii), the Obligor under an Affiliate Receivable shall be deemed to be the Unaffiliated Foreign Lessee thereunder;
(iii) the aggregate outstanding Principal Balances of Purchased Receivables created in connection with the financing or refinancing of Refinanced Aircraft would constitute more than 50% of the Outstanding Purchase Price paid for all Receivables (other than Wholesale Receivables) on such Settlement Date;
(iv) the aggregate outstanding Principal Balances of all Nonstandard Receivables would exceed an amount equal to 35% of the Outstanding Purchase Price on such Settlement Date;
(v) the aggregate outstanding Principal Balances of all Secured Lease Receivables would exceed an amount equal to 35% of the Outstanding Purchase Price on such Settlement Date;
(vi) the aggregate outstanding Principal Balances of all Uncertified Foreign Receivables (other than L/C Receivables and Foreign Wholesale Receivables) would exceed an amount equal to 40% of the Outstanding Purchase Price on such Settlement Date;
(vii) the aggregate outstanding Principal Balances of all Purchased Receivables which are not required to be paid in consecutive monthly installments (including, without limitation, Quarterly Receivables and Semi-Annual Receivables) would exceed 20% of the Outstanding Purchase Price on such Settlement Date;
(viii) the aggregate outstanding Principal Balances of all Purchased Receivables with respect to which the Financed Aircraft related thereto are without conveyance numbers from the FAA on such Settlement Date would exceed, during such times as Raytheon's Debt Rating is equal to the levels set forth below, the corresponding percentage of the Outstanding Purchase Price on such Settlement Date: Concentration Raytheon Debt Rating Percentage Limit BBB/Baa2 or higher 25% below BBB/Baa2 0%; or
(ix) with respect to each foreign jurisdiction (other than Brazil) whose long-term foreign currency debt rating is rated below BBB- and Baa3, the aggregate outstanding Principal Balances of all Purchased Receivables which are Foreign Receivables having a Foreign Obligor located in such jurisdiction would exceed an amount equal to 5% or, in the Collateralcase of Brazil, 10% of the Outstanding Purchase Price on such Settlement Date. For purposes of this clause (ix), the Obligor under an Affiliate Receivable shall be deemed to be the Unaffiliated Foreign Lessee thereunder;
(x) the aggregate outstanding Principal Balances of all Unsecured Receivables on any Settlement Date would exceed an amount equal to 30% of the Outstanding Purchase Price on such Settlement Date;
(xi) the aggregate outstanding Principal Balances of all Wholesale Receivables would exceed an amount equal to 20% of the Outstanding Purchase Price on such Settlement Date;
(xii) the aggregate outstanding Principal Balances of all Unsecured Foreign Receivables the Obligor of which is a Governmental Authority would exceed an amount equal to 2% of the Outstanding Purchase Price on such Settlement Date;
(xiii) the aggregate outstanding Principal Balances of all Extended Term Receivables would exceed an amount equal to 50% of the Outstanding Purchase Price on such Settlement Date;
(xiv) the aggregate outstanding Principal Balances of all Purchased Receivables with respect to Aircraft manufactured by any Person other than RAC would exceed an amount equal to 2% of the Outstanding Purchase Price on such Settlement Date;
(xv) the aggregate outstanding Principal Balances of all Purchased Receivables which are Lease Receivables which are carried on the books of Raytheon Credit or the Seller as operating leases (collectively, "Operating Lease Receivables") would exceed an amount equal to 2% of the Outstanding Purchase Price on such Settlement Date; or
(xvi) the aggregate outstanding Principal Balances of all Purchased Receivables with respect to which the FAA Assignment for the Financed Aircraft related thereto (if required pursuant to subsection 5.2(e) hereof) is without a conveyance number from the FAA on the Applicable Settlement Date would exceed an amount equal to 25% of the Outstanding Purchase Price on such Settlement Date; provided that, if Raytheon's Debt Rating is below BBB or Baa2, then such limit shall be reduced to 0%; or
(xvii) the aggregate outstanding Principal Balances of all Travel Air Receivables on any Settlement Date would exceed an amount equal to 5% of the Outstanding Purchase Price on such Settlement Date.
(b) If any such sale or substitution on any Settlement Date shall cause a breach of any of the Collateral provided by the Company limitations specified in respect of a Loan on or before the Utilisation Date for that Loan includes Eligible Equities or Eligible ETFs where the relevant Concentration Limit in respect of those Eligible Equities or Eligible EFTs is exceededsubsections 2.7(a)(i) through 2.7(a)(xvii), the Eligible Equities or Elgibible ETFs (as applicable) exceeding that Concentration Limit shall be deemed to have a value of zero for purposes of the Collateral Value set out in the Collateral Report provided or to be provided by the Collateral Monitor. The Lenders will (Seller shall, subject to all other terms and conditions of this Agreement) remain obliged to make that Loan available notwithstanding that the relevant Concentration Limit has been exceeded in relation to those Eligible Equities or Eligible ETFs (as applicable) unless the Collateral Value is less than the Outstanding Facility Amount (after taking the Proposed Loan into account)subsection 2.13, in which case the provisions of paragraph 7 (Utilisation Date disbursement procedures – Revolving Loans and Swingline Loans) above shall apply.
(c) If the Collateral includes any Eligible Equities or Eligible ETFs where the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable) is exceeded:
(i) the Company shall, promptly upon becoming aware that the relevant Concentration Limit is exceeded for any Eligible Equities or Eligible ETFs (as applicable) in the Collateral, or upon notice repurchase from the Facility Agent, the Security Agent or the Collateral Monitor that they consider that that Concentration Limit is or may have been exceeded, give notice of that fact to each relevant Agent and the Security Agent, including:
(A) details of the relevant Eligible Equities or Eligible ETFs (as applicable);
(B) the amount of the relevant Eligible Equities or Eligible ETFs (as applicable) in the Collateral as a proportion to the Average Daily Traded Volume of such Eligible Equities or Eligible ETFs (as applicable);
(C) the aggregate Market Value of the relevant Eligible Equities or Eligible ETFs (as applicable) in the Collateral as a proportion of the Outstanding Facility Amount; and/or
(D) in relation to Eligible Equities only, the aggregate Market Value of the relevant Eligible Equities in the Collateral as a proportion of the Market Capitalisation of such Eligible Equities. For the avoidance of doubt, the Facility Agent and the Security Agent are under no obligation to check whether any Concentration Limit is exceeded.
(ii) the Company shall:
(A) without limiting the provisions of paragraph 7 (Utilisation Date disbursement procedures – Revolving Loans and Swingline Loans) above, where those Eligible Equities or Eligible ETFs (as applicable) were provided by the Company in respect of a Loan on or before the Utilisation Date for that Loan, either provide additional Eligible Collateral as Collateral by 1:30 p.m., or repay or prepay the Loan(s) by 3:00 p.m.Purchasers, on the London Business Day Settlement Date immediately following the Utilisation Date for date the Managing Facility Agent notifies the Seller of such breach, sufficient Receivables such that Loan; or
after such repurchase such breach shall have been remedied (B) in any other caseeach Receivable so repurchased, either provide additional Eligible Collateral as Collateral a "Concentration Receivable"). The Seller shall effect such repurchase by 1:30 p.m., or repay or prepay the Loan(s) by 3:00 p.m. on the London Business Day following the day on which the Company became aware that depositing into the Concentration Limit is exceeded for those Eligible Equities or Eligible ETFs (as applicable) included Account on such Settlement Date cash in the Collateral, in each case in a sufficient an amount to enable the Collateral Monitor to provide a Collateral Report and the Company to deliver a confirmation that on the basis described in paragraph (d) below the Collateral Value is equal to or exceeds the aggregate Outstanding Facility Amount.
Balances of the Concentration Receivables plus, if a Trigger Amortization Event has occurred and is continuing, accrued and unpaid interest thereon at the rate under the related Contract except to the extent (dwithout duplication) of any payment made pursuant to subsection 2.18 for the Settlement Period during which such interest accrued and was not paid by the related Obligor. The Company amount of any such deposit shall ensure that, by no later than 5:00 p.m. on the London Business Day on which it is required to provide additional Collateral and/or repay or prepay Loan(s) be applied and distributed in accordance with paragraph (c) above:
(i) the Collateral Monitor provides a Collateral Report which shows that the Collateral Value is equal to or exceeds the Outstanding Facility Amount; and
(ii) the Company provides either:
(A) a confirmation that none of the Eligible Equities or the Eligible ETFs included in the calculation of Collateral Value in that Collateral Report exceeds the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable); or
(B) (if Eligible Equities or Eligible ETFs are included in that calculation of Collateral Value which exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable)) a confirmation that, if calculated without taking into account any Eligible Equities or Eligible ETFs to the extent they exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable), the Collateral Value will continue to be equal to or exceed the Outstanding Facility Amount, together with a description showing (in reasonable detail) the deductions to be made from the Collateral Value (as stated by the Collateral Monitor in the Collateral Report) on account of the Eligible Equities or Eligible ETFs (as applicable) which exceed their Concentration Limitsubsections 2.15 and 2.16.
(e) An Event of Default will occur if a Collateral Report and confirmation from the Company is not delivered in accordance with paragraph (d) above and by the time required in that paragraph, unless, by that time, the Company demonstrates to the satisfaction of the Security Agent (acting on the instructions of the Facility Agent, itself acting on the instructions of all Lenders, acting reasonably) that the Collateral Value (excluding any Eligible Equities or Eligible ETFs to the extent they exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable)) is equal to or more than the Outstanding Facility Amount.
(f) Where a Collateral Report has been delivered in accordance with paragraph (d) above, the Company may instruct the Custodians and Collateral Monitor to transfer out of the Collateral Accounts any Eligible Equities or Eligible ETFs to the extent those Eligible Equities or Eligible ETFs (as applicable) included in the Collateral exceed the relevant Concentration Limit, and provided no Default is continuing or would occur as a result of the transfer of those Eligible Equities or Eligible ETFs (as applicable) and the Collateral Value, after that transfer, will be equal to or will exceed the Outstanding Facility Amount. On request by the Company, the Security Agent will give to the Custodians and Collateral Monitor its consent to such a transfer provided no Default is continuing or would occur as a result of any transfer and it has received confirmation from the Collateral Monitor that its conditions of transfer (as set out in the Collateral Monitoring Deed) have been satisfied.
Appears in 1 contract
Concentration Limits. (a) The Company shall use reasonable endeavours to ensure that no Concentration Limit is exceeded with respect to any Eligible Equities or Eligible ETFs included in the Collateral.
(b) If the Collateral provided by the Company in respect of a Loan on or before the Utilisation Date for that Loan includes Eligible Equities or Eligible ETFs where the relevant Concentration Limit in respect of those Eligible Equities or Eligible EFTs ETFs is exceeded, the Eligible Equities or Elgibible Eligible ETFs (as applicable) exceeding that Concentration Limit shall be deemed to have a value of zero for purposes of the Collateral Value set out in the Collateral Report provided or to be provided by the Collateral Monitor. The Lenders will (subject to all other terms and conditions of this Agreement) remain obliged to make that Loan available notwithstanding that the relevant Concentration Limit has been exceeded in relation to those Eligible Equities or Eligible ETFs (as applicable) unless the Collateral Value is less than the Outstanding Facility Amount (after taking the Proposed Loan into account), in which case the provisions of paragraph 7 (Utilisation Date disbursement procedures – Revolving Loans and Swingline Loans) above shall apply.
(c) If the Collateral includes any Eligible Equities or Eligible ETFs where the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable) is exceeded:
(i) the Company shall, promptly upon becoming aware that the relevant Concentration Limit is exceeded for any Eligible Equities or Eligible ETFs (as applicable) in the Collateral, or upon notice from the Facility Agent, the Security Agent or the Collateral Monitor that they consider that that Concentration Limit is or may have been exceeded, give notice of that fact to each relevant Agent and the Security Agent, including:
(A) details of the relevant Eligible Equities or Eligible ETFs (as applicable);
(B) the amount of the relevant Eligible Equities or Eligible ETFs (as applicable) in the Collateral as a proportion to the Average Daily Traded Volume of such Eligible Equities or Eligible ETFs (as applicable);
(C) the aggregate Market Value of the relevant Eligible Equities or Eligible ETFs (as applicable) in the Collateral as a proportion of the Outstanding Facility Amount; and/or
(D) in relation to Eligible Equities only, the aggregate Market Value of the relevant Eligible Equities in the Collateral as a proportion of the Market Capitalisation of such Eligible Equities. For the avoidance of doubt, the Facility Agent and the Security Agent are under no obligation to check whether any Concentration Limit is exceeded.
(ii) the Company shall:
(A) without limiting the provisions of paragraph 7 (Utilisation Date disbursement procedures – Revolving Loans and Swingline Loans) above, where those Eligible Equities or Eligible ETFs (as applicable) were provided by the Company in respect of a Loan on or before the Utilisation Date for that Loan, either provide additional Eligible Collateral as Collateral by 1:30 p.m., or repay or prepay the Loan(s) by 3:00 p.m., on the London Business Day following the Utilisation Date for that Loan; or
(B) in any other case, either provide additional Eligible Collateral as Collateral by 1:30 p.m., or repay or prepay the Loan(s) by 3:00 p.m. on the London Business Day following the day on which the Company became aware that the Concentration Limit is exceeded for those Eligible Equities or Eligible ETFs (as applicable) included in the Collateral, in each case in a sufficient amount to enable the Collateral Monitor to provide a Collateral Report and the Company to deliver a confirmation that on the basis described in paragraph (d) below the Collateral Value is equal to or exceeds the Outstanding Facility Amount.
(d) The Company shall ensure that, by no later than 5:00 p.m. on the London Business Day on which it is required to provide additional Collateral and/or repay or prepay Loan(s) in accordance with paragraph (c) above:
(i) the Collateral Monitor provides a Collateral Report which shows that the Collateral Value is equal to or exceeds the Outstanding Facility Amount; and
(ii) the Company provides either:
(A) a confirmation that none of the Eligible Equities or the Eligible ETFs included in the calculation of Collateral Value in that Collateral Report exceeds the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable); or
(B) (if Eligible Equities or Eligible ETFs are included in that calculation of Collateral Value which exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable)) a confirmation that, if calculated without taking into account any Eligible Equities or Eligible ETFs to the extent they exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable), the Collateral Value will continue to be equal to or exceed the Outstanding Facility Amount, together with a description showing (in reasonable detail) the deductions to be made from the Collateral Value (as stated by the Collateral Monitor in the Collateral Report) on account of the Eligible Equities or Eligible ETFs (as applicable) which exceed their Concentration Limit.
(e) An Event of Default will occur if a Collateral Report and confirmation from the Company is not delivered in accordance with paragraph (d) above and by the time required in that paragraph, unless, by that time, the Company demonstrates to the satisfaction of the Security Agent (acting on the instructions of the Facility Agent, itself acting on the instructions of all Lenders, acting reasonably) that the Collateral Value (excluding any Eligible Equities or Eligible ETFs to the extent they exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable)) is equal to or more than the Outstanding Facility Amount.
(f) Where a Collateral Report has been delivered in accordance with paragraph (d) above, the Company may instruct the Custodians and Collateral Monitor to transfer out of the Collateral Accounts any Eligible Equities or Eligible ETFs to the extent those Eligible Equities or Eligible ETFs (as applicable) included in the Collateral exceed the relevant Concentration Limit, and provided no Default is continuing or would occur as a result of the transfer of those Eligible Equities or Eligible ETFs (as applicable) and the Collateral Value, after that transfer, will be equal to or will exceed the Outstanding Facility Amount. On request by the Company, the Security Agent will give to the Custodians and Collateral Monitor its consent to such a transfer provided no Default is continuing or would occur as a result of any transfer and it has received confirmation from the Collateral Monitor that its conditions of transfer (as set out in the Collateral Monitoring Deed) have been satisfied.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Cboe Global Markets, Inc.)
Concentration Limits. Without prior written notification to Standard & Poor’s and Fitch, receipt of a Rating Agency Confirmation from Moody’s alone and the prior written consent of the Policy Provider, the Issuer shall not permit any Issuer Subsidiary to lease or re-lease any Aircraft if entering into such proposed Lease would cause the Portfolio (aincluding after giving effect to the acquisition of any Substitute Aircraft) The Company shall use reasonable endeavours to ensure that no exceed any of the Concentration Limit is exceeded Limits set forth in Exhibit B hereto (excluding from such limits renewals or extensions of a Lease to an existing Lessee under a Lease entered into in compliance with respect to any Eligible Equities the Concentration Limits and as such limits may be adjusted or Eligible ETFs included in the Collateral.
(b) If the Collateral provided changed by the Company in respect of Issuer from time to time, subject to a Loan on or before the Utilisation Date for that Loan includes Eligible Equities or Eligible ETFs where the relevant Concentration Limit in respect of those Eligible Equities or Eligible EFTs is exceededRating Agency Confirmation from Moody’s alone, the Eligible Equities delivery of prior written notice to Standard & Poor’s and Fitch and the prior written consent of the Policy Provider, the “Concentration Limits”); provided that the Issuer or Elgibible ETFs (as applicable) exceeding that Concentration Limit any Issuer Subsidiary shall be deemed entitled to have a value of zero for purposes renew or extend any Lease to the existing Lessee thereunder irrespective of the Collateral Value set out in the Collateral Report provided or to be provided by the Collateral Monitor. The Lenders will (subject to all other terms and conditions of this Agreement) remain obliged to make that Loan available notwithstanding that the relevant Concentration Limit has been exceeded in relation to those Eligible Equities or Eligible ETFs (as applicable) unless the Collateral Value is less than the Outstanding Facility Amount (after taking the Proposed Loan into account), in which case the provisions of paragraph 7 (Utilisation Date disbursement procedures – Revolving Loans and Swingline Loans) above shall apply.
(c) If the Collateral includes any Eligible Equities or Eligible ETFs where the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable) is exceeded:
(i) the Company shall, promptly upon becoming aware that the relevant Concentration Limit is exceeded for any Eligible Equities or Eligible ETFs (as applicable) in the Collateral, or upon notice from the Facility Agent, the Security Agent or the Collateral Monitor that they consider that that Concentration Limit is or may have been exceeded, give notice of that fact to each relevant Agent and the Security Agent, including:
(A) details of the relevant Eligible Equities or Eligible ETFs (as applicable);
(B) the amount of the relevant Eligible Equities or Eligible ETFs (as applicable) in the Collateral as a proportion to the Average Daily Traded Volume effect of such Eligible Equities renewal or Eligible ETFs (as applicable);
(C) the aggregate Market Value of the relevant Eligible Equities or Eligible ETFs (as applicable) in the Collateral as a proportion of the Outstanding Facility Amount; and/or
(D) in relation to Eligible Equities only, the aggregate Market Value of the relevant Eligible Equities in the Collateral as a proportion of the Market Capitalisation of such Eligible Equities. For the avoidance of doubt, the Facility Agent and the Security Agent are under no obligation to check whether any Concentration Limit is exceeded.
(ii) the Company shall:
(A) without limiting the provisions of paragraph 7 (Utilisation Date disbursement procedures – Revolving Loans and Swingline Loans) above, where those Eligible Equities or Eligible ETFs (as applicable) were provided by the Company in respect of a Loan on or before the Utilisation Date for that Loan, either provide additional Eligible Collateral as Collateral by 1:30 p.m., or repay or prepay the Loan(s) by 3:00 p.m., extension on the London Business Day following the Utilisation Date for that Loan; or
Concentration Limits (B) in any other case, either provide additional Eligible Collateral as Collateral by 1:30 p.m., or repay or prepay the Loan(s) by 3:00 p.m. on the London Business Day following the day on which the Company became aware that and if the Concentration Limit is Limits absent such exception would be exceeded for those Eligible Equities or Eligible ETFs (as applicable) included in the Collateral, in each case in a sufficient amount to enable the Collateral Monitor to provide a Collateral Report and the Company to deliver a confirmation that on the basis described in paragraph (d) below the Collateral Value is equal to or exceeds the Outstanding Facility Amount.
(d) The Company shall ensure that, by no later than 5:00 p.m. on the London Business Day on which it is required to provide additional Collateral and/or repay or prepay Loan(s) in accordance with paragraph (c) above:
(i) the Collateral Monitor provides a Collateral Report which shows that the Collateral Value is equal to or exceeds the Outstanding Facility Amount; and
(ii) the Company provides either:
(A) a confirmation that none of the Eligible Equities or the Eligible ETFs included in the calculation of Collateral Value in that Collateral Report exceeds the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable); or
(B) (if Eligible Equities or Eligible ETFs are included in that calculation of Collateral Value which exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable)) a confirmation that, if calculated without taking into account any Eligible Equities or Eligible ETFs to the extent they exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable), the Collateral Value will continue to be equal to or exceed the Outstanding Facility Amount, together with a description showing (in reasonable detail) the deductions to be made from the Collateral Value (as stated by the Collateral Monitor in the Collateral Report) on account of the Eligible Equities or Eligible ETFs (as applicable) which exceed their Concentration Limit.
(e) An Event of Default will occur if a Collateral Report and confirmation from the Company is not delivered in accordance with paragraph (d) above and by the time required in that paragraph, unless, by that time, the Company demonstrates to the satisfaction of the Security Agent (acting on the instructions of the Facility Agent, itself acting on the instructions of all Lenders, acting reasonably) that the Collateral Value (excluding any Eligible Equities or Eligible ETFs to the extent they exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable)) is equal to or more than the Outstanding Facility Amount.
(f) Where a Collateral Report has been delivered in accordance with paragraph (d) above, the Company may instruct the Custodians and Collateral Monitor to transfer out of the Collateral Accounts any Eligible Equities or Eligible ETFs to the extent those Eligible Equities or Eligible ETFs (as applicable) included in the Collateral exceed the relevant Concentration Limit, and provided no Default is continuing or would occur as a result of the transfer of those Eligible Equities or Eligible ETFs (as applicable) and the Collateral Value, after that transfer, will be equal to or will exceed the Outstanding Facility Amount. On request by the Company, the Security Agent will give to the Custodians and Collateral Monitor its consent to such a transfer provided no Default is continuing or would occur as a result of any transfer such renewal or extension, the Issuer shall give written notification thereof to the Rating Agencies and it has received confirmation from the Collateral Monitor that its conditions Policy Provider); and provided that, unless otherwise elected by the Administrative Agent, the Concentration Limits shall be determined without giving effect to any Aircraft contributed (by way of transfer Equity Contributions) to the Issuer Group. The Issuer shall not permit any Issuer Group Member to (i) lease (including any renewal or extension of any existing Lease) any Aircraft to any Lessee habitually based or domiciled in any of the jurisdictions set forth as “Prohibited” in the last section of the Concentration Limits as set out forth on Exhibit B hereto as amended from time to time upon the receipt of a Rating Agency Confirmation from Moody’s alone, the delivery of prior written notice to Standard & Poor’s and Fitch and the prior written consent of the Policy Provider (each such jurisdiction, a “Prohibited Country”), (ii) enter into any Lease (including any renewal or extension of any existing Lease) that expressly permits the Lessee to sublease an Aircraft to a sublessee habitually based or domiciled in the Collateral Monitoring Deeda Prohibited Country, or (iii) have been satisfiedconsent to a sublease of an Aircraft to a sublessee habitually based or domiciled in a Prohibited Country.
Appears in 1 contract
Concentration Limits. (a) The Company Seller shall use reasonable endeavours not sell or substitute Eligible Receivables on any Settlement Date if, and to ensure the extent that, after giving effect to such sales and substitutions on such date (unless the Managing Facility Agent and all of the Purchasers otherwise agree with respect to clauses (i) and (ii) below and unless the Managing Facility Agent and the Required Purchasers otherwise agree with respect to clauses (iii) through (xvi) below):
(i) the aggregate outstanding Principal Balances of all Purchased Receivables in respect of a single Obligor and all of its Affiliates or a single Unaffiliated Foreign Lessee and all of its Affiliates would exceed an amount equal to 10% of the Outstanding Purchase Price on such Settlement Date, provided, that (x) if no Concentration Limit Amortization Event has occurred and is exceeded continuing, the Seller may request that the 10% concentration limit with respect to any Obligor be waived and such waiver may be granted with the unanimous written consent of the Purchasers; and (y) the 10% concentration limit is hereby waived with respect to Mesa and a 15% concentration limit shall be applicable;
(ii) the aggregate outstanding Principal Balances of Purchased Receivables of the five Obligors and all of their Affiliates with the largest aggregate outstanding Principal Balances would exceed an amount equal to 35% of the Outstanding Purchase Price on such Settlement Date; provided, that the Principal Balances of Receivables having Mesa as the applicable Obligor shall be excluded from the foregoing concentration limitations unless Raytheon's Debt Rating is below either BBB- or the equivalent thereof during which time such Receivables shall be subject to the foregoing limitations. For purposes of this subsection 2.7(a)(ii), the Obligor under an Affiliate Receivable shall be deemed to be the Unaffiliated Foreign Lessee thereunder;
(iii) the aggregate outstanding Principal Balances of Purchased Receivables created in connection with the financing or refinancing of Refinanced Aircraft would constitute more than 50% of the Outstanding Purchase Price paid for all Receivables (other than Wholesale Receivables) on such Settlement Date;
(iv) the aggregate outstanding Principal Balances of all Nonstandard Receivables would exceed an amount equal to 35% of the Outstanding Purchase Price on such Settlement Date;
(v) the aggregate outstanding Principal Balances of all Secured Lease Receivables would exceed an amount equal to 35% of the Outstanding Purchase Price on such Settlement Date; provided that once $250,000,000 of Bulk Sales have occurred such concentration limit shall increase to 45%;
(vi) the aggregate outstanding Principal Balances of all Uncertified Foreign Receivables (other than L/C Receivables and Foreign Wholesale Receivables) would exceed an amount equal to 40% of the Outstanding Purchase Price on such Settlement Date;
(vii) the aggregate outstanding Principal Balances of all Purchased Receivables which are not required to be paid in consecutive monthly installments (including, without limitation, Quarterly Receivables and Semi-Annual Receivables but excluding those Receivables referred to in clause (g)(ii)(B) of the definition of "Eligible Equities Receivables") would exceed 20% of the Outstanding Purchase Price on such Settlement Date;
(viii) the aggregate outstanding Principal Balances of all Purchased Receivables with respect to which the Financed Aircraft related thereto are without conveyance numbers from the FAA on such Settlement Date would exceed, during such times as Raytheon's Debt Rating is equal to the levels set forth below, the corresponding percentage of the Outstanding Purchase Price on such Settlement Date: Concentration Raytheon Debt Rating Percentage Limit -------------------- ---------------- BBB- or Eligible ETFs included the equivalent thereof or higher 20% below BBB- or the equivalent thereof 0%; or
(ix) with respect to each foreign jurisdiction (other than Brazil, Turkey and Venezuela) whose long-term foreign currency debt rating is rated below BBB- or the equivalent thereof, the aggregate outstanding Principal Balances of all Purchased Receivables which are Foreign Receivables having a Foreign Obligor located in such jurisdiction would exceed an amount equal to 5% or, in the Collateralcase of each of Brazil, Turkey and Venezuela, 10% of the Outstanding Purchase Price on such Settlement Date. For purposes of this clause (ix), the Obligor under an Affiliate Receivable shall be deemed to be the Unaffiliated Foreign Lessee thereunder;
(x) the aggregate outstanding Principal Balances of all Unsecured Receivables on any Settlement Date would exceed an amount equal to 30% of the Outstanding Purchase Price on such Settlement Date;
(xi) the aggregate outstanding Principal Balances of all Wholesale Receivables would exceed an amount equal to 20% of the Outstanding Purchase Price on such Settlement Date;
(xii) the aggregate outstanding Principal Balances of all Unsecured Foreign Receivables the Obligor of which is a Governmental Authority would exceed an amount equal to 2% of the Outstanding Purchase Price on such Settlement Date;
(xiii) the aggregate outstanding Principal Balances of all Extended Term Receivables would exceed an amount equal to 50% of the Outstanding Purchase Price on such Settlement Date;
(xiv) the aggregate outstanding Principal Balances of all Purchased Receivables with respect to Aircraft manufactured by any Person other than RAC would exceed an amount equal to 2% of the Outstanding Purchase Price on such Settlement Date;
(xv) the aggregate outstanding Principal Balances of all Purchased Receivables which are Lease Receivables which are carried on the books of Raytheon Credit or the Seller as operating leases (collectively, "Operating Lease Receivables") would exceed an amount equal to 2% of the Outstanding Purchase Price on such Settlement Date; or
(xvi) the aggregate outstanding Principal Balances of all Purchased Receivables with respect to which the FAA Assignment for the Financed Aircraft related thereto (if required pursuant to subsection 5.2(e) hereof) is without a conveyance number from the FAA on the Applicable Settlement Date would exceed an amount equal to 25% of the Outstanding Purchase Price on such Settlement Date; provided that, if Raytheon's Debt Rating is below BBB- or the equivalent thereof, then such limit shall be reduced to 0%; or
(xvii) the aggregate outstanding Principal Balances of all Travel Air Receivables on any Settlement Date would exceed an amount equal to 5% of the Outstanding Purchase Price on such Settlement Date.
(b) If any such sale or substitution on any Settlement Date shall cause a breach of any of the Collateral provided by the Company limitations specified in respect of a Loan on or before the Utilisation Date for that Loan includes Eligible Equities or Eligible ETFs where the relevant Concentration Limit in respect of those Eligible Equities or Eligible EFTs is exceededsubsections 2.7(a)(i) through 2.7(a)(xvii), the Eligible Equities or Elgibible ETFs (as applicable) exceeding that Concentration Limit shall be deemed to have a value of zero for purposes of the Collateral Value set out in the Collateral Report provided or to be provided by the Collateral Monitor. The Lenders will (Seller shall, subject to all other terms and conditions of this Agreement) remain obliged to make that Loan available notwithstanding that the relevant Concentration Limit has been exceeded in relation to those Eligible Equities or Eligible ETFs (as applicable) unless the Collateral Value is less than the Outstanding Facility Amount (after taking the Proposed Loan into account)subsection 2.13, in which case the provisions of paragraph 7 (Utilisation Date disbursement procedures – Revolving Loans and Swingline Loans) above shall apply.
(c) If the Collateral includes any Eligible Equities or Eligible ETFs where the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable) is exceeded:
(i) the Company shall, promptly upon becoming aware that the relevant Concentration Limit is exceeded for any Eligible Equities or Eligible ETFs (as applicable) in the Collateral, or upon notice repurchase from the Facility Agent, the Security Agent or the Collateral Monitor that they consider that that Concentration Limit is or may have been exceeded, give notice of that fact to each relevant Agent and the Security Agent, including:
(A) details of the relevant Eligible Equities or Eligible ETFs (as applicable);
(B) the amount of the relevant Eligible Equities or Eligible ETFs (as applicable) in the Collateral as a proportion to the Average Daily Traded Volume of such Eligible Equities or Eligible ETFs (as applicable);
(C) the aggregate Market Value of the relevant Eligible Equities or Eligible ETFs (as applicable) in the Collateral as a proportion of the Outstanding Facility Amount; and/or
(D) in relation to Eligible Equities only, the aggregate Market Value of the relevant Eligible Equities in the Collateral as a proportion of the Market Capitalisation of such Eligible Equities. For the avoidance of doubt, the Facility Agent and the Security Agent are under no obligation to check whether any Concentration Limit is exceeded.
(ii) the Company shall:
(A) without limiting the provisions of paragraph 7 (Utilisation Date disbursement procedures – Revolving Loans and Swingline Loans) above, where those Eligible Equities or Eligible ETFs (as applicable) were provided by the Company in respect of a Loan on or before the Utilisation Date for that Loan, either provide additional Eligible Collateral as Collateral by 1:30 p.m., or repay or prepay the Loan(s) by 3:00 p.m.Purchasers, on the London Business Day Settlement Date immediately following the Utilisation Date for date the Managing Facility Agent notifies the Seller of such breach, sufficient Receivables such that Loan; or
after such repurchase such breach shall have been remedied (B) in any other caseeach Receivable so repurchased, either provide additional Eligible Collateral as Collateral a "Concentration Receivable"). The Seller shall effect such repurchase by 1:30 p.m., or repay or prepay the Loan(s) by 3:00 p.m. on the London Business Day following the day on which the Company became aware that depositing into the Concentration Limit is exceeded for those Eligible Equities or Eligible ETFs (as applicable) included Account on such Settlement Date cash in the Collateral, in each case in a sufficient an amount to enable the Collateral Monitor to provide a Collateral Report and the Company to deliver a confirmation that on the basis described in paragraph (d) below the Collateral Value is equal to or exceeds the aggregate Outstanding Facility Amount.
Balances of the Concentration Receivables plus, if a Trigger Amortization Event has occurred and is continuing, accrued and unpaid interest thereon at the rate under the related Contract except to the extent (dwithout duplication) of any payment made pursuant to subsection 2.18 for the Settlement Period during which such interest accrued and was not paid by the related Obligor. The Company amount of any such deposit shall ensure that, by no later than 5:00 p.m. on the London Business Day on which it is required to provide additional Collateral and/or repay or prepay Loan(s) be applied and distributed in accordance with paragraph (c) above:
(i) the Collateral Monitor provides a Collateral Report which shows that the Collateral Value is equal to or exceeds the Outstanding Facility Amount; and
(ii) the Company provides either:
(A) a confirmation that none of the Eligible Equities or the Eligible ETFs included in the calculation of Collateral Value in that Collateral Report exceeds the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable); or
(B) (if Eligible Equities or Eligible ETFs are included in that calculation of Collateral Value which exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable)) a confirmation that, if calculated without taking into account any Eligible Equities or Eligible ETFs to the extent they exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable), the Collateral Value will continue to be equal to or exceed the Outstanding Facility Amount, together with a description showing (in reasonable detail) the deductions to be made from the Collateral Value (as stated by the Collateral Monitor in the Collateral Report) on account of the Eligible Equities or Eligible ETFs (as applicable) which exceed their Concentration Limitsubsections 2.15 and 2.16.
(e) An Event of Default will occur if a Collateral Report and confirmation from the Company is not delivered in accordance with paragraph (d) above and by the time required in that paragraph, unless, by that time, the Company demonstrates to the satisfaction of the Security Agent (acting on the instructions of the Facility Agent, itself acting on the instructions of all Lenders, acting reasonably) that the Collateral Value (excluding any Eligible Equities or Eligible ETFs to the extent they exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable)) is equal to or more than the Outstanding Facility Amount.
(f) Where a Collateral Report has been delivered in accordance with paragraph (d) above, the Company may instruct the Custodians and Collateral Monitor to transfer out of the Collateral Accounts any Eligible Equities or Eligible ETFs to the extent those Eligible Equities or Eligible ETFs (as applicable) included in the Collateral exceed the relevant Concentration Limit, and provided no Default is continuing or would occur as a result of the transfer of those Eligible Equities or Eligible ETFs (as applicable) and the Collateral Value, after that transfer, will be equal to or will exceed the Outstanding Facility Amount. On request by the Company, the Security Agent will give to the Custodians and Collateral Monitor its consent to such a transfer provided no Default is continuing or would occur as a result of any transfer and it has received confirmation from the Collateral Monitor that its conditions of transfer (as set out in the Collateral Monitoring Deed) have been satisfied.
Appears in 1 contract
Concentration Limits. (a) The Company Seller shall use reasonable endeavours not sell or -------------------- substitute Eligible Receivables on any Settlement Date if, and to ensure the extent that, after giving effect to such sales and substitutions on such date (unless the Managing Facility Agent and all of the Purchasers otherwise agree with respect to clauses (i) and (ii) below and unless the Managing Facility Agent and the Required Purchasers otherwise agree with respect to clauses (iii) through (xvi) below):
(i) the aggregate outstanding Principal Balances of all Purchased Receivables in respect of a single Obligor and all of its Affiliates or a single Unaffiliated Foreign Lessee and all of its Affiliates would exceed an amount equal to 10% of the Outstanding Purchase Price on such Settlement Date, provided, that (x) if no Concentration Limit Amortization Event has occurred and -------- is exceeded continuing, the Servicer may request that the 10% concentration limit with respect to any Obligor be waived and such waiver may be granted with the unanimous written consent of the Purchasers; and (y) the 10% concentration limit is hereby waived with respect to Mesa, and a 13% concentration limit shall be applicable to Mesa;
(ii) the aggregate outstanding Principal Balances of Purchased Receivables of the five Obligors and all of their Affiliates with the largest aggregate outstanding Principal Balances would exceed an amount equal to 35% of the Outstanding Purchase Price on such Settlement Date. For purposes of this subsection 2.7(a)(ii), the Obligor under an Affiliate Receivable shall be deemed to be the Unaffiliated Foreign Lessee thereunder;
(iii) the aggregate outstanding Principal Balances of Purchased Receivables created in connection with the financing or refinancing of Refinanced Aircraft would constitute more than 50% of the Outstanding Purchase Price paid for all Receivables (other than Wholesale Receivables) on such Settlement Date;
(iv) the aggregate outstanding Principal Balances of all Nonstandard Receivables would exceed an amount equal to 35% of the Outstanding Purchase Price on such Settlement Date;
(v) the aggregate outstanding Principal Balances of all Secured Lease Receivables would exceed an amount equal to 45% of the Outstanding Purchase Price on such Settlement Date;
(vi) the aggregate outstanding Principal Balances of all Uncertified Foreign Receivables (other than L/C Receivables and Foreign Wholesale Receivables) would exceed an amount equal to 40% of the Outstanding Purchase Price on such Settlement Date;
(vii) the aggregate outstanding Principal Balances of all Purchased Receivables which are not required to be paid in consecutive monthly installments (including, without limitation, Quarterly Receivables and Semi-Annual Receivables but excluding those Receivables referred to in clause (g)(ii)(B) of the definition of "Eligible Equities Receivables") would exceed 20% of the Outstanding Purchase Price on such Settlement Date;
(viii) the aggregate outstanding Principal Balances of all Purchased Receivables with respect to which the FAA Assignment for the Financed Aircraft related thereto (if required by subsection 5.2(e) hereof) is without a conveyance number from the FAA on such Settlement Date would exceed 20% of the Outstanding Purchase Price on such Settlement Date; provided that if Raytheon's Debt Rating is below BBB- or Eligible ETFs included the -------- equivalent thereof, the concentration limit shall be 0%;
(ix) with respect to each foreign jurisdiction (other than Brazil, Turkey and Venezuela) whose long-term foreign currency debt rating is rated below BBB- or the equivalent thereof, the aggregate outstanding Principal Balances of all Purchased Receivables which are Foreign Receivables having a Foreign Obligor located in such jurisdiction would exceed an amount equal to 5% or, in the Collateralcase of each of Brazil, Turkey and Venezuela, 10% of the Outstanding Purchase Price on such Settlement Date. For purposes of this clause (ix), the Obligor under an Affiliate Receivable shall be deemed to be the Unaffiliated Foreign Lessee thereunder;
(x) the aggregate outstanding Principal Balances of all Unsecured Receivables on any Settlement Date would exceed an amount equal to 30% of the Outstanding Purchase Price on such Settlement Date;
(xi) the aggregate outstanding Principal Balances of all Wholesale Receivables would exceed an amount equal to 20% of the Outstanding Purchase Price on such Settlement Date;
(xii) the aggregate outstanding Principal Balances of all Unsecured Foreign Receivables the Obligor of which is a Governmental Authority would exceed an amount equal to 2% of the Outstanding Purchase Price on such Settlement Date;
(xiii) the aggregate outstanding Principal Balances of all Extended Term Receivables would exceed an amount equal to 50% of the Outstanding Purchase Price on such Settlement Date;
(xiv) the aggregate outstanding Principal Balances of all Purchased Receivables with respect to Aircraft manufactured by any Person other than RAC would exceed an amount equal to 5% of the Outstanding Purchase Price on such Settlement Date;
(xv) [Intentionally omitted];
(xvi) [Intentionally omitted];
(xvii) the aggregate outstanding Principal Balances of all Travel Air Receivables on any Settlement Date would exceed an amount equal to 15% of the Outstanding Purchase Price on such Settlement Date; or
(xviii) the aggregate outstanding Principal Balances of Receivables referred to in clause (g)(ii)(B) of the definition of "Eligible Receivable" that are not Wholesale Receivables would exceed $75,000,000 on such Settlement Date.
(b) If any such sale or substitution on any Settlement Date shall cause a breach of any of the Collateral provided by the Company limitations specified in respect of a Loan on or before the Utilisation Date for that Loan includes Eligible Equities or Eligible ETFs where the relevant Concentration Limit in respect of those Eligible Equities or Eligible EFTs is exceededsubsections 2.7(a)(i) through 2.7(a)(xvii), the Eligible Equities or Elgibible ETFs (as applicable) exceeding that Concentration Limit shall be deemed to have a value of zero for purposes of the Collateral Value set out in the Collateral Report provided or to be provided by the Collateral Monitor. The Lenders will (Seller shall, subject to all other terms and conditions of this Agreement) remain obliged to make that Loan available notwithstanding that the relevant Concentration Limit has been exceeded in relation to those Eligible Equities or Eligible ETFs (as applicable) unless the Collateral Value is less than the Outstanding Facility Amount (after taking the Proposed Loan into account)subsection 2.13, in which case the provisions of paragraph 7 (Utilisation Date disbursement procedures – Revolving Loans and Swingline Loans) above shall apply.
(c) If the Collateral includes any Eligible Equities or Eligible ETFs where the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable) is exceeded:
(i) the Company shall, promptly upon becoming aware that the relevant Concentration Limit is exceeded for any Eligible Equities or Eligible ETFs (as applicable) in the Collateral, or upon notice repurchase from the Facility Agent, the Security Agent or the Collateral Monitor that they consider that that Concentration Limit is or may have been exceeded, give notice of that fact to each relevant Agent and the Security Agent, including:
(A) details of the relevant Eligible Equities or Eligible ETFs (as applicable);
(B) the amount of the relevant Eligible Equities or Eligible ETFs (as applicable) in the Collateral as a proportion to the Average Daily Traded Volume of such Eligible Equities or Eligible ETFs (as applicable);
(C) the aggregate Market Value of the relevant Eligible Equities or Eligible ETFs (as applicable) in the Collateral as a proportion of the Outstanding Facility Amount; and/or
(D) in relation to Eligible Equities only, the aggregate Market Value of the relevant Eligible Equities in the Collateral as a proportion of the Market Capitalisation of such Eligible Equities. For the avoidance of doubt, the Facility Agent and the Security Agent are under no obligation to check whether any Concentration Limit is exceeded.
(ii) the Company shall:
(A) without limiting the provisions of paragraph 7 (Utilisation Date disbursement procedures – Revolving Loans and Swingline Loans) above, where those Eligible Equities or Eligible ETFs (as applicable) were provided by the Company in respect of a Loan on or before the Utilisation Date for that Loan, either provide additional Eligible Collateral as Collateral by 1:30 p.m., or repay or prepay the Loan(s) by 3:00 p.m.Purchasers, on the London Business Day Settlement Date immediately following the Utilisation Date for date the Managing Facility Agent notifies the Seller of such breach, the fewest number of Receivables necessary such that Loan; or
after such repurchase such breach shall have been remedied (B) in any other caseeach Receivable required to be so repurchased, either provide additional Eligible Collateral as Collateral a "Concentration Receivable"). The Seller shall effect such repurchase by 1:30 p.m., or repay or prepay the Loan(s) by 3:00 p.m. on the London Business Day following the day on which the Company became aware that ------------------------ depositing into the Concentration Limit is exceeded for those Eligible Equities or Eligible ETFs (as applicable) included Account on such Settlement Date cash in the Collateral, in each case in a sufficient an amount to enable the Collateral Monitor to provide a Collateral Report and the Company to deliver a confirmation that on the basis described in paragraph (d) below the Collateral Value is equal to or exceeds the aggregate Outstanding Facility Amount.
Balances of the Concentration Receivables plus, if a Trigger Amortization Event has occurred and is continuing, accrued and unpaid interest thereon at the rate under the related Contract except to the extent (dwithout duplication) of any payment made pursuant to subsection 2.18 for the Settlement Period during which such interest accrued and was not paid by the related Obligor. The Company amount of any such deposit shall ensure that, by no later than 5:00 p.m. on the London Business Day on which it is required to provide additional Collateral and/or repay or prepay Loan(s) be applied and distributed in accordance with paragraph (c) above:
(i) the Collateral Monitor provides a Collateral Report which shows that the Collateral Value is equal to or exceeds the Outstanding Facility Amount; and
(ii) the Company provides either:
(A) a confirmation that none of the Eligible Equities or the Eligible ETFs included in the calculation of Collateral Value in that Collateral Report exceeds the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable); or
(B) (if Eligible Equities or Eligible ETFs are included in that calculation of Collateral Value which exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable)) a confirmation that, if calculated without taking into account any Eligible Equities or Eligible ETFs to the extent they exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable), the Collateral Value will continue to be equal to or exceed the Outstanding Facility Amount, together with a description showing (in reasonable detail) the deductions to be made from the Collateral Value (as stated by the Collateral Monitor in the Collateral Report) on account of the Eligible Equities or Eligible ETFs (as applicable) which exceed their Concentration Limitsubsections 2.15 and 2.16.
(e) An Event of Default will occur if a Collateral Report and confirmation from the Company is not delivered in accordance with paragraph (d) above and by the time required in that paragraph, unless, by that time, the Company demonstrates to the satisfaction of the Security Agent (acting on the instructions of the Facility Agent, itself acting on the instructions of all Lenders, acting reasonably) that the Collateral Value (excluding any Eligible Equities or Eligible ETFs to the extent they exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable)) is equal to or more than the Outstanding Facility Amount.
(f) Where a Collateral Report has been delivered in accordance with paragraph (d) above, the Company may instruct the Custodians and Collateral Monitor to transfer out of the Collateral Accounts any Eligible Equities or Eligible ETFs to the extent those Eligible Equities or Eligible ETFs (as applicable) included in the Collateral exceed the relevant Concentration Limit, and provided no Default is continuing or would occur as a result of the transfer of those Eligible Equities or Eligible ETFs (as applicable) and the Collateral Value, after that transfer, will be equal to or will exceed the Outstanding Facility Amount. On request by the Company, the Security Agent will give to the Custodians and Collateral Monitor its consent to such a transfer provided no Default is continuing or would occur as a result of any transfer and it has received confirmation from the Collateral Monitor that its conditions of transfer (as set out in the Collateral Monitoring Deed) have been satisfied.
Appears in 1 contract
Concentration Limits. (a) The Company Seller shall use reasonable endeavours not sell or substitute Eligible Receivables on any Settlement Date if, and to ensure the extent that, after giving effect to such sales and substitutions on such date (unless the Managing Facility Agent and all of the Purchasers otherwise agree with respect to clauses (i) and (ii) below and unless the Managing Facility Agent and the Required Purchasers otherwise agree with respect to clauses (iii) through (xvi) below):
(i) the aggregate outstanding Principal Balances of all Purchased Receivables in respect of a single Obligor and all of its Affiliates or a single Unaffiliated Foreign Lessee and all of its Affiliates would exceed an amount equal to 10% of the Outstanding Purchase Price on such Settlement Date, provided, that (x) if no Concentration Limit Amortization Event has occurred and is exceeded continuing, the Servicer may request that the 10% concentration limit with respect to any Obligor be waived and such waiver may be granted with the unanimous written consent of the Purchasers; and (y) the 10% concentration limit is hereby waived with respect to both Mesa and Great Lakes, and a 15% concentration limit shall be applicable to each;
(ii) the aggregate outstanding Principal Balances of Purchased Receivables of the five Obligors and all of their Affiliates with the largest aggregate outstanding Principal Balances would exceed an amount equal to 35% of the Outstanding Purchase Price on such Settlement Date; provided, that the greater of (x) the Principal Balances of Receivables having Mesa as the applicable Obligor and (y) the Principal Balances of Receivables having Great Lakes as the applicable Obligor shall be excluded from the foregoing concentration limitations unless Raytheon's Debt Rating is below either BBB- or the equivalent thereof during which time such Receivables shall be subject to the foregoing limitations. For purposes of this subsection 2.7(a)(ii), the Obligor under an Affiliate Receivable shall be deemed to be the Unaffiliated Foreign Lessee thereunder;
(iii) the aggregate outstanding Principal Balances of Purchased Receivables in connection with the financing or refinancing of Refinanced Aircraft would constitute more than 50% of the Outstanding Purchase Price paid for all Receivables (other than Wholesale Receivables) on such Settlement Date;
(iv) the aggregate outstanding Principal Balances of all Nonstandard Receivables would exceed an amount equal to 35% of the Outstanding Purchase Price on such Settlement Date;
(v) the aggregate outstanding Principal Balances of all Secured Lease Receivables would exceed an amount equal to 45% of the Outstanding Purchase Price on such Settlement Date;
(vi) the aggregate outstanding Principal Balances of all Uncertified Foreign Receivables (other than L/C Receivables and Foreign Wholesale Receivables) would exceed an amount equal to 40% of the Outstanding Purchase Price on such Settlement Date;
(vii) the aggregate outstanding Principal Balances of all Purchased Receivables which are not required to be paid in consecutive monthly installments (including, without limitation, Quarterly Receivables and Semi-Annual Receivables but excluding those Receivables referred to in clause (g)(ii)(B) of the definition of "Eligible Equities Receivables") would exceed 20% of the Outstanding Purchase Price on such Settlement Date;
(viii) the aggregate outstanding Principal Balances of all Purchased Receivables with respect to which the FAA Assignment for the Financed Aircraft related thereto (if required by subsection 5.2(e) hereof) is without a conveyance number from the FAA on such Settlement Date would exceed 20% of the Outstanding Purchase Price on such Settlement Date; provided that if Raytheon's Debt Rating is below BBB- or Eligible ETFs included the equivalent thereof, the concentration limit shall be 0%;
(ix) with respect to each foreign jurisdiction (other than Brazil, Turkey and Venezuela) whose long-term foreign currency debt rating is rated below BBB-or the equivalent thereof, the aggregate outstanding Principal Balances of all Purchased Receivables which are Foreign Receivables having a Foreign Obligor located in such jurisdiction would exceed an amount equal to 5% or, in the Collateralcase of each of Brazil, Turkey and Venezuela, 10% of the Outstanding Purchase Price on such Settlement Date. For purposes of this clause (ix), the Obligor under an Affiliate Receivable shall be deemed to be the Unaffiliated Foreign Lessee thereunder;
(x) the aggregate outstanding Principal Balances of all Unsecured Receivables on any Settlement Date would exceed an amount equal to 30% of the Outstanding Purchase Price on such Settlement Date;
(xi) the aggregate outstanding Principal Balances of all Wholesale Receivables would exceed an amount equal to 20% of the Outstanding Purchase Price on such Settlement Date;
(xii) the aggregate outstanding Principal Balances of all Unsecured Foreign the Obligor of which is a Governmental Authority would exceed an amount equal to 2% of the Outstanding Purchase Price on such Settlement Date;
(xiii) the aggregate outstanding Principal Balances of all Extended Term Receivables would exceed an amount equal to 50% of the Outstanding Purchase Price on such Settlement Date;
(xiv) the aggregate outstanding Principal Balances of all Purchased Receivables with respect to Aircraft manufactured by any Person other than RAC would exceed an amount equal to 5% of the Outstanding Purchase Price on such Settlement Date;
(xv) [Intentionally omitted];
(xvi) [Intentionally omitted];
(xvii) the aggregate outstanding Principal Balances of all Travel Air Receivables on any Settlement Date would exceed an amount equal to 15% of the Outstanding Purchase Price on such Settlement Date; or
(xviii) the aggregate outstanding Principal Balances of Receivables referred to in clause (g)(ii)(B) of the definition of "Eligible Receivable" would exceed $75,000,000 on such Settlement Date.
(b) If any such sale or substitution on any Settlement Date shall cause a breach of any of the Collateral provided by the Company limitations specified in respect of a Loan on or before the Utilisation Date for that Loan includes Eligible Equities or Eligible ETFs where the relevant Concentration Limit in respect of those Eligible Equities or Eligible EFTs is exceededsubsections 2.7(a)(i) through 2.7(a)(xvii), the Eligible Equities or Elgibible ETFs (as applicable) exceeding that Concentration Limit shall be deemed to have a value of zero for purposes of the Collateral Value set out in the Collateral Report provided or to be provided by the Collateral Monitor. The Lenders will (Seller shall, subject to all other terms and conditions of this Agreement) remain obliged to make that Loan available notwithstanding that the relevant Concentration Limit has been exceeded in relation to those Eligible Equities or Eligible ETFs (as applicable) unless the Collateral Value is less than the Outstanding Facility Amount (after taking the Proposed Loan into account)subsection 2.13, in which case the provisions of paragraph 7 (Utilisation Date disbursement procedures – Revolving Loans and Swingline Loans) above shall apply.
(c) If the Collateral includes any Eligible Equities or Eligible ETFs where the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable) is exceeded:
(i) the Company shall, promptly upon becoming aware that the relevant Concentration Limit is exceeded for any Eligible Equities or Eligible ETFs (as applicable) in the Collateral, or upon notice repurchase from the Facility Agent, the Security Agent or the Collateral Monitor that they consider that that Concentration Limit is or may have been exceeded, give notice of that fact to each relevant Agent and the Security Agent, including:
(A) details of the relevant Eligible Equities or Eligible ETFs (as applicable);
(B) the amount of the relevant Eligible Equities or Eligible ETFs (as applicable) in the Collateral as a proportion to the Average Daily Traded Volume of such Eligible Equities or Eligible ETFs (as applicable);
(C) the aggregate Market Value of the relevant Eligible Equities or Eligible ETFs (as applicable) in the Collateral as a proportion of the Outstanding Facility Amount; and/or
(D) in relation to Eligible Equities only, the aggregate Market Value of the relevant Eligible Equities in the Collateral as a proportion of the Market Capitalisation of such Eligible Equities. For the avoidance of doubt, the Facility Agent and the Security Agent are under no obligation to check whether any Concentration Limit is exceeded.
(ii) the Company shall:
(A) without limiting the provisions of paragraph 7 (Utilisation Date disbursement procedures – Revolving Loans and Swingline Loans) above, where those Eligible Equities or Eligible ETFs (as applicable) were provided by the Company in respect of a Loan on or before the Utilisation Date for that Loan, either provide additional Eligible Collateral as Collateral by 1:30 p.m., or repay or prepay the Loan(s) by 3:00 p.m.Purchasers, on the London Business Day Settlement Date immediately following the Utilisation Date for date the Managing Facility Agent notifies the Seller of such breach, the fewest number of Receivables necessary such that Loan; or
after such repurchase such breach shall have been remedied (B) in any other caseeach Receivable required to be so repurchased, either provide additional Eligible Collateral as Collateral a "Concentration Receivable"). The Seller shall effect such repurchase by 1:30 p.m., or repay or prepay the Loan(s) by 3:00 p.m. on the London Business Day following the day on which the Company became aware that depositing into the Concentration Limit is exceeded for those Eligible Equities or Eligible ETFs (as applicable) included Account on such Settlement Date cash in the Collateral, in each case in a sufficient an amount to enable the Collateral Monitor to provide a Collateral Report and the Company to deliver a confirmation that on the basis described in paragraph (d) below the Collateral Value is equal to or exceeds the aggregate Outstanding Facility Amount.
Balances of the Concentration Receivables plus, if a Trigger Amortization Event has occurred and is continuing, accrued and unpaid interest thereon at the rate under the related Contract except to the extent (dwithout duplication) of any payment made pursuant to subsection 2.18 for the Settlement Period during which such interest accrued and was not paid by the related Obligor. The Company amount of any such deposit shall ensure that, by no later than 5:00 p.m. on the London Business Day on which it is required to provide additional Collateral and/or repay or prepay Loan(s) be applied and distributed in accordance with paragraph (c) above:
(i) the Collateral Monitor provides a Collateral Report which shows that the Collateral Value is equal to or exceeds the Outstanding Facility Amount; and
(ii) the Company provides either:
(A) a confirmation that none of the Eligible Equities or the Eligible ETFs included in the calculation of Collateral Value in that Collateral Report exceeds the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable); or
(B) (if Eligible Equities or Eligible ETFs are included in that calculation of Collateral Value which exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable)) a confirmation that, if calculated without taking into account any Eligible Equities or Eligible ETFs to the extent they exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable), the Collateral Value will continue to be equal to or exceed the Outstanding Facility Amount, together with a description showing (in reasonable detail) the deductions to be made from the Collateral Value (as stated by the Collateral Monitor in the Collateral Report) on account of the Eligible Equities or Eligible ETFs (as applicable) which exceed their Concentration Limitsubsections 2.15 and 2.16.
(e) An Event of Default will occur if a Collateral Report and confirmation from the Company is not delivered in accordance with paragraph (d) above and by the time required in that paragraph, unless, by that time, the Company demonstrates to the satisfaction of the Security Agent (acting on the instructions of the Facility Agent, itself acting on the instructions of all Lenders, acting reasonably) that the Collateral Value (excluding any Eligible Equities or Eligible ETFs to the extent they exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable)) is equal to or more than the Outstanding Facility Amount.
(f) Where a Collateral Report has been delivered in accordance with paragraph (d) above, the Company may instruct the Custodians and Collateral Monitor to transfer out of the Collateral Accounts any Eligible Equities or Eligible ETFs to the extent those Eligible Equities or Eligible ETFs (as applicable) included in the Collateral exceed the relevant Concentration Limit, and provided no Default is continuing or would occur as a result of the transfer of those Eligible Equities or Eligible ETFs (as applicable) and the Collateral Value, after that transfer, will be equal to or will exceed the Outstanding Facility Amount. On request by the Company, the Security Agent will give to the Custodians and Collateral Monitor its consent to such a transfer provided no Default is continuing or would occur as a result of any transfer and it has received confirmation from the Collateral Monitor that its conditions of transfer (as set out in the Collateral Monitoring Deed) have been satisfied.
Appears in 1 contract
Concentration Limits. (a) The Company shall use reasonable endeavours to ensure that no Concentration Limit is exceeded with respect to any Eligible Equities or Eligible ETFs Real Estate included in the Collateral.
(b) If the Collateral provided by the Company in respect of a Loan on or before the Utilisation Date for that Loan includes Eligible Equities or Eligible ETFs where the relevant Concentration Limit in respect of those Eligible Equities or Eligible EFTs is exceeded, the Eligible Equities or Elgibible ETFs (as applicable) exceeding that Concentration Limit shall be deemed to have a value of zero for purposes calculation of the Collateral Value set out in Pool Availability shall at all times satisfy all of the Collateral Report provided or to be provided by the Collateral Monitor. The Lenders will (subject to all other terms and conditions of this Agreement) remain obliged to make that Loan available notwithstanding that the relevant Concentration Limit has been exceeded in relation to those Eligible Equities or Eligible ETFs (as applicable) unless the Collateral Value is less than the Outstanding Facility Amount (after taking the Proposed Loan into account), in which case the provisions of paragraph 7 (Utilisation Date disbursement procedures – Revolving Loans and Swingline Loans) above shall apply.
(c) If the Collateral includes any Eligible Equities or Eligible ETFs where the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable) is exceededfollowing conditions:
(i) aggregate rent and other payments under a lease or leases to any single tenant or any group of Affiliates thereof to account for more than twenty-five percent (25.0%) of Adjusted Net Operating Income (provided, that, a Default or Event of Default shall not occur solely due to the Company shallaggregate rent and other payments under a lease or leases to any single tenant or any group of Affiliates thereof to exceeds twenty-five percent (25.0%) of Adjusted Net Operating Income, promptly upon becoming aware that the relevant Concentration Limit is exceeded for however, any Eligible Equities or Eligible ETFs (as applicable) in the Collateral, or upon notice such excess shall be excluded from the Facility Agent, the Security Agent or the Collateral Monitor that they consider that that Concentration Limit is or may have been exceeded, give notice calculation of that fact to each relevant Agent and the Security Agent, including:
(A) details Adjusted Net Operating Income for purposes of the relevant Eligible Equities or Eligible ETFs (as applicabledetermining any financial covenants hereunder);
(B) the amount of the relevant Eligible Equities or Eligible ETFs (as applicable) in the Collateral as a proportion to the Average Daily Traded Volume of such Eligible Equities or Eligible ETFs (as applicable);
(C) the aggregate Market Value of the relevant Eligible Equities or Eligible ETFs (as applicable) in the Collateral as a proportion of the Outstanding Facility Amount; and/or
(D) in relation to Eligible Equities only, the aggregate Market Value of the relevant Eligible Equities in the Collateral as a proportion of the Market Capitalisation of such Eligible Equities. For the avoidance of doubt, the Facility Agent and the Security Agent are under no obligation to check whether any Concentration Limit is exceeded.
(ii) the Company shall:
(A) without limiting the provisions of paragraph 7 (Utilisation Date disbursement procedures – Revolving Loans and Swingline Loans) above, where those Eligible Equities or Eligible ETFs (as applicable) were provided by the Company in respect of a Loan on or before the Utilisation Date for that Loan, either provide additional Eligible Collateral as Collateral by 1:30 p.m., or repay or prepay the Loan(s) by 3:00 p.m., on the London Business Day following the Utilisation Date for that Loan; or
(B) in any other case, either provide additional Eligible Collateral as Collateral by 1:30 p.m., or repay or prepay the Loan(s) by 3:00 p.m. on the London Business Day following the day on which the Company became aware that the Concentration Limit is exceeded for those Eligible Equities or Eligible ETFs (as applicable) included in the Collateral, in each case in a sufficient amount to enable the Collateral Monitor to provide a Collateral Report and the Company to deliver a confirmation that on the basis described in paragraph (d) below the Collateral Value is equal to or exceeds the Outstanding Facility Amount.
(d) The Company shall ensure that, by no later than 5:00 p.m. on the London Business Day on which it is required to provide additional Collateral and/or repay or prepay Loan(s) in accordance with paragraph (c) above:
(i) the Collateral Monitor provides a Collateral Report which shows that the Collateral Value is equal to or exceeds the Outstanding Facility Amount; and
(ii) more than thirty-five percent (35.0%) of the Company provides either:Collateral Pool Value to be attributable to Collateral Pool Properties located in the same submarket, as submarket is defined by CoStar Group Industrial Report (or if such report shall no longer be available to Agent, then such other report or publication as Agent may reasonably select) (provided, that, a Default or Event of Default shall not occur solely due to the Collateral Pool Value attributable to Collateral Pool Properties located in the same submarket exceeds thirty-five percent (35.0%) of the Collateral Pool Value, however, any such excess shall be excluded from the calculation of Collateral Pool Value for purposes of determining any financial covenants hereunder); and
(Aiii) a confirmation that none of the Eligible Equities or the Eligible ETFs Collateral Pool Properties included in the calculation of Collateral Value in that Collateral Report exceeds the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable); or
(B) (if Eligible Equities or Eligible ETFs are included in that calculation of Collateral Value which exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable)) a confirmation that, if calculated without taking into account any Eligible Equities or Eligible ETFs to the extent they exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable), the Collateral Pool Availability shall consist of not less than seven (7) Collateral Pool Properties, with an aggregate Collateral Pool Value will continue to be equal to or exceed the Outstanding Facility Amount, together with a description showing (in reasonable detail) the deductions to be made from the Collateral Value (as stated by the Collateral Monitor in the Collateral Report) on account of the Eligible Equities or Eligible ETFs (as applicable) which exceed their Concentration Limitnot less than $100,000,000.00.
(e) An Event of Default will occur if a Collateral Report and confirmation from the Company is not delivered in accordance with paragraph (d) above and by the time required in that paragraph, unless, by that time, the Company demonstrates to the satisfaction of the Security Agent (acting on the instructions of the Facility Agent, itself acting on the instructions of all Lenders, acting reasonably) that the Collateral Value (excluding any Eligible Equities or Eligible ETFs to the extent they exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable)) is equal to or more than the Outstanding Facility Amount.
(f) Where a Collateral Report has been delivered in accordance with paragraph (d) above, the Company may instruct the Custodians and Collateral Monitor to transfer out of the Collateral Accounts any Eligible Equities or Eligible ETFs to the extent those Eligible Equities or Eligible ETFs (as applicable) included in the Collateral exceed the relevant Concentration Limit, and provided no Default is continuing or would occur as a result of the transfer of those Eligible Equities or Eligible ETFs (as applicable) and the Collateral Value, after that transfer, will be equal to or will exceed the Outstanding Facility Amount. On request by the Company, the Security Agent will give to the Custodians and Collateral Monitor its consent to such a transfer provided no Default is continuing or would occur as a result of any transfer and it has received confirmation from the Collateral Monitor that its conditions of transfer (as set out in the Collateral Monitoring Deed) have been satisfied.
Appears in 1 contract
Sources: Credit Agreement (Sealy Industrial Partners IV, LP)
Concentration Limits. (a) The Company Seller shall use reasonable endeavours not sell or substitute Eligible Receivables on any Settlement Date if, and to ensure the extent that, after giving effect to such sales and substitutions on such date (unless the Managing Facility Agent and all of the Purchasers otherwise agree with respect to clauses (i) and (ii) below and unless the Managing Facility Agent and the Required Purchasers otherwise agree with respect to clauses (iii) through (xvi) below):
(i) the aggregate outstanding Principal Balances of all Purchased Receivables in respect of a single Obligor and all of its Affiliates or a single Unaffiliated Foreign Lessee and all of its Affiliates would exceed an amount equal to 10% of the Outstanding Purchase Price on such Settlement Date, provided, that (x) if no Concentration Limit Amortization Event has occurred and is exceeded continuing, the Seller may request that the 10% concentration limit with respect to any Eligible Equities Obligor be waived and such waiver may be granted with the unanimous written consent of the Purchasers; and (y) if on any Settlement Date, Raytheon's Debt Rating is at either of the levels set forth below then the 10% concentration limit is hereby waived with respect to Great Lakes and Mesa and the concentration percentages for each set forth opposite such Debt Rating shall be applicable: Debt Rating Mesa % Great Lakes % BBB or Eligible ETFs included Baa2 or higher 20% 15% below BBB or Baa2 15% 10%;
(ii) the aggregate outstanding Principal Balances of Purchased Receivables of the five Obligors and all of their Affiliates with the largest aggregate outstanding Principal Balances would exceed an amount equal to 35% of the Outstanding Purchase Price on such Settlement Date; provided, that the Principal Balances of Receivables having Mesa as the applicable Obligor shall be excluded from the foregoing concentration limitations unless Raytheon's Debt Rating is below either BBB or Baa2 during which time such Receivables shall be subject to the foregoing limitations. For purposes of this subsection 2.7(a)(ii), the Obligor under an Affiliate Receivable shall be deemed to be the Unaffiliated Foreign Lessee thereunder;
(iii) the aggregate outstanding Principal Balances of Purchased Receivables created in connection with the financing or refinancing of Refinanced Aircraft would constitute more than 50% of the Outstanding Purchase Price paid for all Receivables (other than Wholesale Receivables) on such Settlement Date;
(iv) the aggregate outstanding Principal Balances of all Nonstandard Receivables would exceed an amount equal to 35% of the Outstanding Purchase Price on such Settlement Date;
(v) the aggregate outstanding Principal Balances of all Secured Lease Receivables would exceed an amount equal to 35% of the Outstanding Purchase Price on such Settlement Date;
(vi) the aggregate outstanding Principal Balances of all Uncertified Foreign Receivables (other than L/C Receivables and Foreign Wholesale Receivables) would exceed an amount equal to 40% of the Outstanding Purchase Price on such Settlement Date;
(vii) the aggregate outstanding Principal Balances of all Purchased Receivables which are not required to be paid in consecutive monthly installments (including, without limitation, Quarterly Receivables and Semi-Annual Receivables) would exceed 20% of the Outstanding Purchase Price on such Settlement Date;
(viii) the aggregate outstanding Principal Balances of all Purchased Receivables with respect to which the Financed Aircraft related thereto are without conveyance numbers from the FAA on such Settlement Date would exceed, during such times as Raytheon's Debt Rating is equal to the levels set forth below, the corresponding percentage of the Outstanding Purchase Price on such Settlement Date: Concentration Raytheon Debt Rating Percentage Limit BBB/Baa2 or higher 25% below BBB/Baa2 0%; or
(ix) with respect to each foreign jurisdiction (other than Brazil) whose long- term foreign currency debt rating is rated below BBB- and Baa3, the aggregate outstanding Principal Balances of all Purchased Receivables which are Foreign Receivables having a Foreign Obligor located in such jurisdiction would exceed an amount equal to 5% or, in the Collateralcase of Brazil, 10% of the Outstanding Purchase Price on such Settlement Date. For purposes of this clause (ix), the Obligor under an Affiliate Receivable shall be deemed to be the Unaffiliated Foreign Lessee thereunder;
(x) the aggregate outstanding Principal Balances of all Unsecured Receivables on any Settlement Date would exceed an amount equal to 30% of the Outstanding Purchase Price on such Settlement Date;
(xi) the aggregate outstanding Principal Balances of all Wholesale Receivables would exceed an amount equal to 20% of the Outstanding Purchase Price on such Settlement Date;
(xii) the aggregate outstanding Principal Balances of all Unsecured Foreign Receivables the Obligor of which is a Governmental Authority would exceed an amount equal to 2% of the Outstanding Purchase Price on such Settlement Date;
(xiii) the aggregate outstanding Principal Balances of all Extended Term Receivables would exceed an amount equal to 50% of the Outstanding Purchase Price on such Settlement Date;
(xiv) the aggregate outstanding Principal Balances of all Purchased Receivables with respect to Aircraft manufactured by any Person other than RAC would exceed an amount equal to 2% of the Outstanding Purchase Price on such Settlement Date;
(xv) the aggregate outstanding Principal Balances of all Purchased Receivables which are Lease Receivables which are carried on the books of Raytheon Credit or the Seller as operating leases (collectively, "Operating Lease Receivables") would exceed an amount equal to 2% of the Outstanding Purchase Price on such Settlement Date; or
(xvi) the aggregate outstanding Principal Balances of all Purchased Receivables with respect to which the FAA Assignment for the Financed Aircraft related thereto (if required pursuant to subsection 5.2(e) hereof) is without a conveyance number from the FAA on the Applicable Settlement Date would exceed an amount equal to 25% of the Outstanding Purchase Price on such Settlement Date; provided that, if Raytheon's Debt Rating is below BBB or Baa2, then such limit shall be reduced to 0%; or
(xvii) the aggregate outstanding Principal Balances of all Travel Air Receivables on any Settlement Date would exceed an amount equal to 5% of the Outstanding Purchase Price on such Settlement Date.
(b) If any such sale or substitution on any Settlement Date shall cause a breach of any of the Collateral provided by the Company limitations specified in respect of a Loan on or before the Utilisation Date for that Loan includes Eligible Equities or Eligible ETFs where the relevant Concentration Limit in respect of those Eligible Equities or Eligible EFTs is exceededsubsections 2.7(a)(i) through 2.7(a)(xvii), the Eligible Equities or Elgibible ETFs (as applicable) exceeding that Concentration Limit shall be deemed to have a value of zero for purposes of the Collateral Value set out in the Collateral Report provided or to be provided by the Collateral Monitor. The Lenders will (Seller shall, subject to all other terms and conditions of this Agreement) remain obliged to make that Loan available notwithstanding that the relevant Concentration Limit has been exceeded in relation to those Eligible Equities or Eligible ETFs (as applicable) unless the Collateral Value is less than the Outstanding Facility Amount (after taking the Proposed Loan into account)subsection 2.13, in which case the provisions of paragraph 7 (Utilisation Date disbursement procedures – Revolving Loans and Swingline Loans) above shall apply.
(c) If the Collateral includes any Eligible Equities or Eligible ETFs where the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable) is exceeded:
(i) the Company shall, promptly upon becoming aware that the relevant Concentration Limit is exceeded for any Eligible Equities or Eligible ETFs (as applicable) in the Collateral, or upon notice repurchase from the Facility Agent, the Security Agent or the Collateral Monitor that they consider that that Concentration Limit is or may have been exceeded, give notice of that fact to each relevant Agent and the Security Agent, including:
(A) details of the relevant Eligible Equities or Eligible ETFs (as applicable);
(B) the amount of the relevant Eligible Equities or Eligible ETFs (as applicable) in the Collateral as a proportion to the Average Daily Traded Volume of such Eligible Equities or Eligible ETFs (as applicable);
(C) the aggregate Market Value of the relevant Eligible Equities or Eligible ETFs (as applicable) in the Collateral as a proportion of the Outstanding Facility Amount; and/or
(D) in relation to Eligible Equities only, the aggregate Market Value of the relevant Eligible Equities in the Collateral as a proportion of the Market Capitalisation of such Eligible Equities. For the avoidance of doubt, the Facility Agent and the Security Agent are under no obligation to check whether any Concentration Limit is exceeded.
(ii) the Company shall:
(A) without limiting the provisions of paragraph 7 (Utilisation Date disbursement procedures – Revolving Loans and Swingline Loans) above, where those Eligible Equities or Eligible ETFs (as applicable) were provided by the Company in respect of a Loan on or before the Utilisation Date for that Loan, either provide additional Eligible Collateral as Collateral by 1:30 p.m., or repay or prepay the Loan(s) by 3:00 p.m.Purchasers, on the London Business Day Settlement Date immediately following the Utilisation Date for date the Managing Facility Agent notifies the Seller of such breach, sufficient Receivables such that Loan; or
after such repurchase such breach shall have been remedied (B) in any other caseeach Receivable so repurchased, either provide additional Eligible Collateral as Collateral a "Concentration Receivable"). The Seller shall effect such repurchase by 1:30 p.m., or repay or prepay the Loan(s) by 3:00 p.m. on the London Business Day following the day on which the Company became aware that depositing into the Concentration Limit is exceeded for those Eligible Equities or Eligible ETFs (as applicable) included Account on such Settlement Date cash in the Collateral, in each case in a sufficient an amount to enable the Collateral Monitor to provide a Collateral Report and the Company to deliver a confirmation that on the basis described in paragraph (d) below the Collateral Value is equal to or exceeds the aggregate Outstanding Facility Amount.
Balances of the Concentration Receivables plus, if a Trigger Amortization Event has occurred and is continuing, accrued and unpaid interest thereon at the rate under the related Contract except to the extent (dwithout duplication) of any payment made pursuant to subsection 2.18 for the Settlement Period during which such interest accrued and was not paid by the related Obligor. The Company amount of any such deposit shall ensure that, by no later than 5:00 p.m. on the London Business Day on which it is required to provide additional Collateral and/or repay or prepay Loan(s) be applied and distributed in accordance with paragraph (c) above:
(i) the Collateral Monitor provides a Collateral Report which shows that the Collateral Value is equal to or exceeds the Outstanding Facility Amount; and
(ii) the Company provides either:
(A) a confirmation that none of the Eligible Equities or the Eligible ETFs included in the calculation of Collateral Value in that Collateral Report exceeds the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable); or
(B) (if Eligible Equities or Eligible ETFs are included in that calculation of Collateral Value which exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable)) a confirmation that, if calculated without taking into account any Eligible Equities or Eligible ETFs to the extent they exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable), the Collateral Value will continue to be equal to or exceed the Outstanding Facility Amount, together with a description showing (in reasonable detail) the deductions to be made from the Collateral Value (as stated by the Collateral Monitor in the Collateral Report) on account of the Eligible Equities or Eligible ETFs (as applicable) which exceed their Concentration Limitsubsections 2.15 and 2.16.
(e) An Event of Default will occur if a Collateral Report and confirmation from the Company is not delivered in accordance with paragraph (d) above and by the time required in that paragraph, unless, by that time, the Company demonstrates to the satisfaction of the Security Agent (acting on the instructions of the Facility Agent, itself acting on the instructions of all Lenders, acting reasonably) that the Collateral Value (excluding any Eligible Equities or Eligible ETFs to the extent they exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable)) is equal to or more than the Outstanding Facility Amount.
(f) Where a Collateral Report has been delivered in accordance with paragraph (d) above, the Company may instruct the Custodians and Collateral Monitor to transfer out of the Collateral Accounts any Eligible Equities or Eligible ETFs to the extent those Eligible Equities or Eligible ETFs (as applicable) included in the Collateral exceed the relevant Concentration Limit, and provided no Default is continuing or would occur as a result of the transfer of those Eligible Equities or Eligible ETFs (as applicable) and the Collateral Value, after that transfer, will be equal to or will exceed the Outstanding Facility Amount. On request by the Company, the Security Agent will give to the Custodians and Collateral Monitor its consent to such a transfer provided no Default is continuing or would occur as a result of any transfer and it has received confirmation from the Collateral Monitor that its conditions of transfer (as set out in the Collateral Monitoring Deed) have been satisfied.
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