Mandatory Prepayment Events. (a) A Mandatory Prepayment Event shall occur if: (i) any Aircraft is subject to a Final Disposition in accordance with the terms of the SAR Contract or the UKSAR2G Contract, as applicable, or paragraph (b) of Clause 18.16 (Sale of Collateral) applies; (ii) an Aircraft is subject to an Event of Loss; (iii) either the SAR Contract or UKSAR2G Contract is: (A) terminated; or (B) subject to a Partial Termination, provided, however, that, the substitution of the SAR Contract with the UKSAR2G Contract at the end of its scheduled term on the Switch Date relevant to each Aircraft, will not constitute a Mandatory Prepayment Event; (iv) an Intercompany Lease of an Aircraft is terminated unless a replacement Intercompany Lease is entered into for such Aircraft and such replacement Intercompany Lease is subject to a Lease Assignment, in each case, on or prior to such termination; (v) BHL is replaced by a Replacement Supplier which does not meet the requirements set out in Clause 19.2(g) (Provisions relating to the UKSAR2G Contract). (b) At any time following the occurrence of a Mandatory Prepayment Event in the case of a Mandatory Prepayment Event described in Clause 7.4(a)(i), the Release Amount in respect of the Aircraft which is the subject of a Final Disposition will become immediately due and payable by the Borrower. (c) At any time following the occurrence of a Mandatory Prepayment Event in the case of a Mandatory Prepayment Event described in Clause 7.4(a)(ii), the Borrower shall repay the Loan in the amount of the Release Amount as it relates to such Aircraft, promptly upon its receipt of the insurance proceeds relating to such Event of Loss but in no event later than ninety (90) days after the occurrence of such Event of Loss (irrespective of whether any or all of such proceeds have been received). Upon the Agent’s receipt in good funds of all of the amounts required to be paid pursuant to the preceding sentence (whether by applying Borrower’s payment of such amounts, or any such insurance proceeds, or both), the Security Agent shall release the Collateral created pursuant to the applicable Finance Documents relating to such Aircraft, and, provided that no Relevant Default or Event of Default has occurred and is continuing, the Agent shall promptly remit to the Borrower any such insurance proceeds so received by the Agent, in excess of the Release Amount and the relevant Aircraft will cease to be an “Aircraft” for the purposes of this Agreement. (d) At any time following the occurrence of a Mandatory Prepayment Event in the case of a Mandatory Prepayment Event described in sub-paragraph (A) of Clause 7.4(a)(iii), the Agent may (acting on the instructions of the Majority Lenders) declare that the Loan shall immediately become due and payable by the Borrower. (e) At any time following the occurrence of a Mandatory Prepayment Event, in the case of a Mandatory Prepayment Event described in sub-paragraph (B) of Clause 7.4(a)(iii), the Borrower shall repay the Loan in the amount of the Release Amount as it relates to such Aircraft promptly upon its receipt of the compensation proceeds relating to such Partial Termination but in no event later than ninety (90) days after the occurrence of such Partial Termination (irrespective of whether any or all of such proceeds have been received). Upon the Agent’s receipt in good funds of all of the amounts required to be paid pursuant to the preceding sentence (whether by applying Borrower’s payment of such amounts, or any such compensation proceeds, or both), the Security Agent shall release the Collateral created pursuant to the applicable Finance Documents relating to such Aircraft, and, provided that no Relevant Default or Event of Default has occurred and is continuing and no LTV Trigger Event is continuing, the Agent shall promptly remit to the Borrower any such compensation proceeds so received by the Agent, in excess of the Release Amount and the relevant Aircraft will cease to be an “Aircraft” for the purposes of this Agreement. (f) At any time following the occurrence of a Mandatory Prepayment Event in the case of a Mandatory Prepayment Event described in Clause 7.4(a)(iv), the Release Amount in respect of the Aircraft which is not subject to an Intercompany Lease which is subject to a Lease Assignment, will become immediately due and payable by the Borrower. (g) At any time following the occurrence of a Mandatory Prepayment Event in the case of a Mandatory Prepayment Event described in Clause 7.4(a)(v), the Agent may (acting on the instructions of the Majority Lenders) declare that the Loan shall immediately become due and payable by the Borrower.
Appears in 1 contract
Mandatory Prepayment Events. (a) A Mandatory Prepayment Event shall occur if:
(i) any Aircraft is subject to a Final Disposition in accordance with the terms of the SAR Contract or the UKSAR2G Contract, as applicable, Contract or paragraph (b) of Clause 18.16 (Sale of Collateral) applies;
(ii) an Aircraft is subject to an Event of Loss;
(iii) either the SAR Contract or UKSAR2G Contract is:
(A) terminated; or
(B) subject to a Partial Termination, provided, however, that, the substitution of the SAR Contract with the UKSAR2G Contract at the end of its scheduled term on the Switch Date relevant to each Aircraft, will not constitute a Mandatory Prepayment Event;.
(iv) an Intercompany Lease of an Aircraft Aircraft, if any, is terminated unless a replacement Intercompany Lease is entered into for such Aircraft and such replacement Intercompany Lease is subject to a Lease Assignment, in each case, on or prior to such termination;
(v) BHL the Borrower is replaced by a Replacement Supplier which does not meet the requirements set out in Clause 19.2(g19.1(g) (Provisions relating to the UKSAR2G Contract).
(b) At any time following the occurrence of a Mandatory Prepayment Event in the case of a Mandatory Prepayment Event described in Clause 7.4(a)(i), the Release Amount in respect of the Aircraft which is the subject of a Final Disposition will become immediately due and payable by the Borrower.
(c) At any time following the occurrence of a Mandatory Prepayment Event in the case of a Mandatory Prepayment Event described in Clause 7.4(a)(ii), the Borrower shall repay the Loan made in relation to the Aircraft that is subject to the Event of Loss in the amount of the Release Amount as it relates to such Aircraft, promptly upon its receipt of the insurance proceeds relating to such Event of Loss but in no event later than ninety (90) days after the occurrence of such Event of Loss (irrespective of whether any or all of such proceeds have been received). Upon the Agent’s receipt in good funds of all of the amounts required to be paid pursuant to the preceding sentence (whether by applying Borrower’s payment of such amounts, or any such insurance proceeds, or both), the Security Agent shall release the Collateral created pursuant to the applicable Finance Documents relating to such Aircraft, and, provided that no Relevant Default or Event of Default has occurred and is continuing, the Agent shall promptly remit to the Borrower any such insurance proceeds so received by the Agent, in excess of the Release Amount and the relevant Aircraft will cease to be an “Aircraft” for the purposes of this Agreement.
(d) At any time following the occurrence of a Mandatory Prepayment Event in the case of a Mandatory Prepayment Event described in sub-paragraph (A) of Clause 7.4(a)(iii), the Agent may (acting on the instructions of the Majority Lenders) declare that the Loan Loans shall immediately become due and payable by the Borrower.
(e) At any time following the occurrence of a Mandatory Prepayment Event, in the case of a Mandatory Prepayment Event described in sub-paragraph (B) of Clause 7.4(a)(iii), the Borrower shall repay the relevant Loan in the amount of the Release Amount as it relates to such Aircraft promptly upon its receipt of the compensation proceeds relating to such Partial Termination but in no event later than ninety (90) days after the occurrence of such Partial Termination (irrespective of whether any or all of such proceeds have been received). Upon the Agent’s receipt in good funds of all of the amounts required to be paid pursuant to the preceding sentence (whether by applying Borrower’s payment of such amounts, or any such compensation proceeds, or both), the Security Agent shall release the Collateral created pursuant to the applicable Finance Documents relating to such Aircraft, and, provided that no Relevant Default or Event of Default has occurred and is continuing and no LTV Trigger Event is continuing, the Agent shall promptly remit to the Borrower any such compensation proceeds so received by the Agent, in excess of the Release Amount and the relevant Aircraft will cease to be an “Aircraft” for the purposes of this Agreement.
(f) At any time following the occurrence of a Mandatory Prepayment Event in the case of a Mandatory Prepayment Event described in Clause 7.4(a)(iv), the Release Amount in respect of the Aircraft which is not subject to an Intercompany Lease which is subject to a Lease Assignment, will become immediately due and payable by the Borrower.
(g) At any time following the occurrence of a Mandatory Prepayment Event in the case of a Mandatory Prepayment Event described in Clause 7.4(a)(v), the Agent may (acting on the instructions of the Majority Lenders) declare that the Loan Loans shall immediately become due and payable by the Borrower.
Appears in 1 contract
Mandatory Prepayment Events. (a) A Mandatory Prepayment Event shall occur if:
(i) If there shall have occurred an Event of Loss with respect to any Aircraft is subject to a Final Disposition in accordance with Aircraft, the terms Borrower of the SAR Contract or Loan related to such Aircraft shall prepay all of the UKSAR2G ContractLoan Certificates relating to such Aircraft on the earlier of (x) the date of receipt of insurance proceeds in respect of such Event of Loss and (y) (i) for all Aircraft other than the Republic Aircraft, as applicable, or paragraph (b) the 120th day following such Event of Clause 18.16 (Sale of Collateral) applies;
Loss Date and (ii) an Aircraft is for the Republic Aircraft, subject to Section 5.1(t) of the Credit Agreement, the 150th day following such Event of Loss Date, in each case at 100% of the unpaid Original Amount thereof, together with all accrued interest thereon to the date of the prepayment and all other amounts then payable hereunder or under the Loan Certificates or under any other Loan Operative Document together with Swap Breakage Loss, if any, and LIBOR Breakage, if any (collectively and in respect of such Loan, the “Event of Loss Prepayment Amount”). To the extent any insurance proceeds received by the relevant Borrower in respect of an Event of Loss;
(iii) either the SAR Contract or UKSAR2G Contract is:
(A) terminated; or
(B) subject to a Partial Termination, provided, however, that, the substitution of the SAR Contract with the UKSAR2G Contract at the end of its scheduled term on the Switch Date relevant to each Aircraft, will not constitute a Mandatory Prepayment Event;
(iv) an Intercompany Lease Loss of an Aircraft is terminated unless a replacement Intercompany Lease is entered into for such Aircraft and such replacement Intercompany Lease is subject to a Lease Assignment, are in each case, on or prior to such termination;
(v) BHL is replaced by a Replacement Supplier which does not meet excess of the requirements set out in Clause 19.2(g) (Provisions relating to the UKSAR2G Contract).
(b) At any time following the occurrence of a Mandatory Prepayment Event in the case of a Mandatory Prepayment Event described in Clause 7.4(a)(i), the Release Amount in respect of the Loan related to such Aircraft which is (such excess amount, the subject “Event of a Final Disposition will become immediately due Loss Excess Proceeds ”), such Event of Loss Excess Proceeds may be retained by such Borrower and payable by distributed to the BorrowerBorrower Parent.
(cii) At If there shall have occurred any time following sale or other disposition of any Aircraft (other than as set forth in Section 5.1(t) of the occurrence of a Mandatory Prepayment Event in the case of a Mandatory Prepayment Event described in Clause 7.4(a)(iiCredit Agreement), the Borrower shall repay of the Loan in the amount related to such Aircraft shall immediately prepay all of the Release Amount as it relates to such Aircraft, promptly upon its receipt of the insurance proceeds Loan Certificates relating to such Event Loan at 100% of Loss but the unpaid Original Amount thereof, together with all accrued interest thereon to the date of the prepayment and all other amounts then payable under the Loan Certificates related to such Loan or under any other Loan Operative Document with respect to such Loan together with Swap Breakage Loss, LIBOR Breakage and any Prepayment Fee. To the extent that the sale proceeds in no event later than ninety (90) days after the occurrence respect of such Event of Loss (irrespective of whether any or all of such proceeds have been received). Upon the Agent’s receipt in good funds of all of the amounts required to be paid pursuant to the preceding sentence (whether by applying Borrower’s payment of such amounts, or any such insurance proceeds, or both), the Security Agent shall release the Collateral created pursuant to the applicable Finance Documents relating to such Aircraft, and, provided that no Relevant Default or Event of Default has occurred and is continuing, the Agent shall promptly remit to the Borrower any such insurance proceeds so received by the Agent, Aircraft are in excess of the Release amount required to repay 100% of the unpaid Original Amount of the Loan related thereto, together with all accrued interest thereon to the date of the prepayment and all other amounts then payable under the Loan Certificates related to such Loan or under any other Loan Operative Document with respect to such Loan together with Swap Breakage Loss, LIBOR Breakage and any Prepayment Fee (such excess amount, the "Excess Sales Proceeds"), the Excess Sale Proceeds may, at the election of the relevant Borrower, either be (A) applied to prepay in part or in full the Loan Certificates in respect of all remaining Loans of the Borrowers outstanding at 100% of the unpaid Original Amount of such Loans, together with all accrued interest thereon to the date of the prepayment and all other amounts then payable under the Loan Certificates, including Swap Breakage Loss, LIBOR Breakage and any Prepayment Fee or (B) deposited as cash collateral in the Cash Collateral Account; provided that if the Loans in respect of the Air Nostrum Aircraft and the Adria Aircraft have been repaid in full prior to the sale of such Aircraft, no prepayment as set forth in clause (A) above or cash collateralization as set forth in clause (B) above shall be required and the relevant Borrower may retain the Excess Sales Proceeds in respect of such Aircraft. To the extent there are Excess Sales Proceeds in respect of the sale or other disposition of the Air Nostrum Aircraft, the Adria Borrower shall use such Excess Sales Proceeds and any RVG Payment Amount (together, the sum of such Excess Sales Proceeds and such RVG Payment Amount shall be the Air Nostrum Excess Amount as set forth in Section 2.8 of the Credit Agreement) to prepay on the Payment Date in respect of the Loan related to the Adria Aircraft will cease immediately following November 7, 2020 all of the Loan Certificates relating to the Loan related to the Adria Aircraft at 100% of the unpaid Original Amount thereof, together with all accrued interest thereon to the date of the prepayment and all other amounts then payable under the Loan Certificates related to such Loan or under any other Loan Operative Document with respect to such Loan together with Swap Breakage Loss and LIBOR Breakage; provided that if such sale or disposition of the Air Nostrum Aircraft occurs prior to the Payment Date in respect of the Loan related to the Adria Aircraft immediately following November 7, 2020, such Air Nostrum Excess Amount shall be an “Aircraft” for deposited in the purposes of Cash Collateral Account until such Payment Date when they shall be applied in accordance with this Agreementclause (ii).
(diii) At If there shall have occurred an Illegality Event, the Security Trustee shall notify the relevant Mortgagor thereof immediately; and the Security Trustee and the Participants shall take commercially reasonable steps to minimize the effect of any time following such Illegality Event. In any case, the occurrence parties hereto shall consult together in an attempt to restructure this transaction in a manner that eliminates or reduces such effect prior to the effectiveness of such illegality. In the event the parties are unable to agree on an acceptable restructure, the Borrowers shall within 30 days after receipt of such notice or any later date permitted by applicable law, prepay all of the Loan Certificates at 100% of the unpaid original thereof, together with all accrued interest thereon to the date of the prepayment and all other amounts then payable hereunder or under the Loan Certificates or under any other Loan Operative Document together with all Swap Breakage Loss and LIBOR Breakage.
(iv) Upon the termination or expiration of any Remarketing Period (other than as a result of a Mandatory Prepayment Event in sale or re-lease of the case of a Mandatory Prepayment Event described in sub-paragraph (A) of Clause 7.4(a)(iiiAircraft subject to such Remarketing Period), the Agent may (acting on the instructions all Loan Certificates in respect of the Majority Lenders) declare that the Loan related to such Aircraft then outstanding shall immediately become due and payable by at 100% of the Borrowerunpaid Original Amount thereof, together with accrued interest thereon to the date of prepayment, any Swap Breakage Loss, any LIBOR Breakage, any Prepayment Fee and all other amounts then payable under such Loan Certificates.
(ev) At any time following To the occurrence of a Mandatory Prepayment Event, in extent that the case of a Mandatory Prepayment Event described in sub-paragraph (B) of Clause 7.4(a)(iii), initial Drawdown Date under the Borrower shall repay the Loan in the amount of the Release Amount as it relates to such Aircraft promptly upon its receipt of the compensation proceeds relating to such Partial Termination but in no event later than ninety (90) days after the occurrence of such Partial Termination (irrespective of whether any or all of such proceeds have been received). Upon the Agent’s receipt in good funds of all of the amounts required to be paid pursuant to the preceding sentence (whether by applying Borrower’s payment of such amounts, or any such compensation proceeds, or both), the Security Agent shall release the Collateral created pursuant to the applicable Finance Documents relating to such Aircraft, and, provided that no Relevant Default or Event of Default has occurred and Credit Agreement is continuing and no LTV Trigger Event is continuing, the Agent shall promptly remit to the Borrower any such compensation proceeds so received by the Agent, in excess of the Release Amount and the relevant Aircraft will cease to be an “Aircraft” for the purposes of this Agreement.
(f) At any time following the occurrence of a Mandatory Prepayment Event in the case of a Mandatory Prepayment Event described in Clause 7.4(a)(iv), the Release Amount not in respect of the Loans related to the Republic Aircraft which is and the Drawdown Date in respect of the Loans related to the Republic Aircraft does not subject to an Intercompany Lease which is subject to a Lease Assignment, will become immediately due and payable by the Borrower.
(g) At any time following the occurrence of a Mandatory Prepayment Event in the case of a Mandatory Prepayment Event described in Clause 7.4(a)(v)occur within ten Business Days after such initial Drawdown Date, the Agent may (acting on the instructions relevant Borrower shall immediately prepay all of the Majority Lenders) declare that Loan Certificates outstanding at 100% of the unpaid Original Amount thereof, together with all accrued interest thereon to the date of the prepayment and all other amounts then payable under all of the Loan shall immediately become due Certificates outstanding or under any other Loan Operative Document, together with Swap Breakage Loss and payable by the Borrowerany LIBOR Breakage.
Appears in 1 contract