Concentration Limits. (a) The Seller shall not sell or substitute Eligible Receivables on any Settlement Date if, and to 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 Amortization Event has occurred and is 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) 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 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 case 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 limitations specified in subsections 2.7(a)(i) through 2.7(a)(xvii), the Seller shall, subject to subsection 2.13, repurchase from the Purchasers, on the Settlement Date immediately following the date the Managing Facility Agent notifies the Seller of such breach, sufficient Receivables such that after such repurchase such breach shall have been remedied (each Receivable so repurchased, a "Concentration Receivable"). The Seller shall effect such repurchase by depositing into the Concentration Account on such Settlement Date cash in an amount equal to the aggregate Outstanding 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 (without 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 amount of any such deposit shall be applied and distributed in accordance with subsections 2.15 and 2.16.
Appears in 1 contract
Concentration Limits. (a) The Seller shall not sell or substitute Eligible Receivables on any Settlement Date if, and to 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 Amortization Event has occurred and is 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) 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 a 15% concentration percentages for each set forth opposite such Debt Rating limit shall be applicable: Debt Rating Mesa % Great Lakes % BBB or 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 BBB- or Baa2 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 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 -------------------- ---------------- BBB- or the equivalent thereof or higher 2520% below BBB/Baa2 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- and Baa3or 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 case 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 BBB- or Baa2the 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 limitations specified in subsections 2.7(a)(i) through 2.7(a)(xvii), the Seller shall, subject to subsection 2.13, repurchase from the Purchasers, on the Settlement Date immediately following the date the Managing Facility Agent notifies the Seller of such breach, sufficient Receivables such that after such repurchase such breach shall have been remedied (each Receivable so repurchased, a "Concentration Receivable"). The Seller shall effect such repurchase by depositing into the Concentration Account on such Settlement Date cash in an amount equal to the aggregate Outstanding 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 (without 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 amount of any such deposit shall be applied and distributed in accordance with subsections 2.15 and 2.16.
Appears in 1 contract
Concentration Limits. (a) The Seller shall not sell or -------------------- substitute Eligible Receivables on any Settlement Date if, and to 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 Amortization Event has occurred and -------- is continuing, the Seller 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) 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 Mesa, and Mesa and the a 13% concentration percentages for each set forth opposite such Debt Rating limit shall be applicable: Debt Rating Mesa % Great Lakes % BBB or Baa2 or higher 20% 15% below BBB or Baa2 15% 10%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; 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 3545% 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 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 are (if required by subsection 5.2(e) hereof) is without a conveyance numbers number 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 exceed 20% of the Outstanding Purchase Price on such Settlement Date: Concentration Raytheon ; provided that if Raytheon's Debt Rating Percentage Limit BBB/Baa2 is below BBB- or higher 25% below BBB/Baa2 the -------- equivalent thereof, the concentration limit shall be 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- and Baa3or 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 case 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 25% 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[Intentionally omitted];
(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[Intentionally omitted];
(xvii) the aggregate outstanding Principal Balances of all Travel Air Receivables on any Settlement Date would exceed an amount equal to 515% 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 limitations specified in subsections 2.7(a)(i) through 2.7(a)(xvii), the Seller shall, subject to subsection 2.13, repurchase from the Purchasers, on the Settlement Date immediately following the date the Managing Facility Agent notifies the Seller of such breach, sufficient the fewest number of Receivables necessary such that after such repurchase such breach shall have been remedied (each Receivable required to be so repurchased, a "Concentration Receivable"). The Seller shall effect such repurchase by ------------------------ depositing into the Concentration Account on such Settlement Date cash in an amount equal to the aggregate Outstanding 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 (without 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 amount of any such deposit shall be applied and distributed in accordance with subsections 2.15 and 2.16.
Appears in 1 contract
Concentration Limits. (a) The Seller shall not sell or substitute Eligible Receivables on any Settlement Date if, and to 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 Amortization Event has occurred and is 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) 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 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-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 case 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 limitations specified in subsections 2.7(a)(i) through 2.7(a)(xvii), the Seller shall, subject to subsection 2.13, repurchase from the Purchasers, on the Settlement Date immediately following the date the Managing Facility Agent notifies the Seller of such breach, sufficient Receivables such that after such repurchase such breach shall have been remedied (each Receivable so repurchased, a "Concentration Receivable"). The Seller shall effect such repurchase by depositing into the Concentration Account on such Settlement Date cash in an amount equal to the aggregate Outstanding 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 (without 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 amount of any such deposit shall be applied and distributed in accordance with subsections 2.15 and 2.16.
Appears in 1 contract
Concentration Limits. (a) The Seller Eligible Real Estate included in the calculation of the Collateral Pool Availability shall not sell or substitute Eligible Receivables on any Settlement Date if, and to the extent that, after giving effect to such sales and substitutions on such date (unless the Managing Facility Agent and at all times satisfy 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):following 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 aggregate outstanding Principal Balances of all Purchased Receivables in respect of rent and other payments under a single Obligor and all of its Affiliates lease 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 Amortization Event has occurred and is continuing, the Seller may request that the 10% concentration limit with respect leases to any Obligor be waived and single tenant or any group of Affiliates thereof to exceeds twenty-five percent (25.0%) of Adjusted Net Operating Income, however, any 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 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 excess shall be excluded from the foregoing concentration limitations unless Raytheon's Debt Rating calculation of Adjusted Net Operating Income for purposes of determining any financial covenants hereunder); and
(ii) more than thirty-five percent (35.0%) of the Collateral Pool Value to be attributable to Collateral Pool Properties located in the same submarket, as submarket is below either BBB defined by CoStar Group Industrial Report (or Baa2 during which time if such Receivables 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 subject to excluded from the foregoing limitations. For calculation of Collateral Pool Value for purposes of this subsection 2.7(a)(iidetermining any financial covenants hereunder), the Obligor under an Affiliate Receivable shall be deemed to be the Unaffiliated Foreign Lessee thereunder;; and
(iii) the aggregate outstanding Principal Balances of Purchased Receivables created Collateral Pool Properties included in connection with the financing or refinancing of Refinanced Aircraft would constitute more than 50% calculation of the Outstanding Purchase Price paid for all Receivables Collateral Pool Availability shall consist of not less than seven (other 7) Collateral Pool Properties, with an aggregate Collateral Pool Value of not less 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 case 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$100,000,000.00.
(b) If any such sale or substitution on any Settlement Date shall cause a breach of any of the limitations specified in subsections 2.7(a)(i) through 2.7(a)(xvii), the Seller shall, subject to subsection 2.13, repurchase from the Purchasers, on the Settlement Date immediately following the date the Managing Facility Agent notifies the Seller of such breach, sufficient Receivables such that after such repurchase such breach shall have been remedied (each Receivable so repurchased, a "Concentration Receivable"). The Seller shall effect such repurchase by depositing into the Concentration Account on such Settlement Date cash in an amount equal to the aggregate Outstanding 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 (without 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 amount of any such deposit shall be applied and distributed in accordance with subsections 2.15 and 2.16.
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Sources: Credit Agreement (Sealy Industrial Partners IV, LP)