Mandatory Prepayment Events. Each of the following shall be a Mandatory Prepayment Event for the purpose of this Agreement: 17.2.1 any of the Transaction Documents (other than the Time Charter) or any provision thereof (i) for any reason is not or ceases to be in full force and effect other than in accordance with its terms or (ii) is declared null and void or (iii) any of the parties to a Transaction Document (other than the Time Charter) shall contest the validity or enforceability of any Transaction Document (other than the Time Charter) or repudiates in writing any Transaction Document (other than the Time Charter) or any of its obligations thereunder or gives notice in writing of its intention to do so; 17.2.2 any consent necessary to enable any Transaction Company to comply with any provision of a Transaction Document (other than the Time Charter) is not granted, expires without being renewed or is revoked and that failure (in the sole opinion of the Lessor, acting in good faith) would have a material adverse effect on the rights of the Lessor under the Transaction Documents (other than the Time Charter) or the ability of any Transaction Company to perform its material obligations under the Transaction Documents (other than the Time Charter) and the Lessee and the Lessor have negotiated in good faith for a period of thirty (30) days to agree an alternative means to continue the transaction contemplated by this Agreement and have been unable to do so; 17.2.3 there shall occur an Environmental Incident in circumstances where the Lessor believes, acting reasonably, that the Lessor is or will be held to be liable to third parties as a result thereof and either (i) such liability will or could, in the reasonable opinion of the Lessor, reasonably be expected to exceed the limit of the Ship’s protection and indemnity insurance, or (ii) the Ship’s protection and indemnity insurers have disclaimed or notified in writing an intention to disclaim liability as regards the Lessor; 17.2.4 there occurs a Change of Law or other change of circumstances which will result in the Lessor incurring: (a) a liability arising out of its ownership of the Ship which it does not have as at the date of this Agreement; or (b) an increase in liability arising out of its ownership of the Ship over and above that liability which it has as at the date of this Agreement, which liability or increase in liability does not entitle the Lessor to increase the Rental pursuant to the Financial Schedule and is material in the context of the Lessor’s maximum existing liabilities arising out of its ownership of the Ship from time to time prior to the date of that Change of Law or other change of circumstances and where, in either case, following consultation with the Lessee as to such liability or increased liability and the matters referred to below: (i) the Lessor and the Lessee have endeavoured to mitigate or eliminate that liability or increased liability and have failed to do so prior to commencement of the applicable Change of Law; and (ii) that liability or increased liability is not covered by insurance or other security which is, in the opinion of the Lessor acting reasonably, satisfactory having regard to the amount of that liability or increased liability; and (iii) that liability or potential liability is not removed or terminated by the Lessee moving the Ship to, and if necessary keeping the Ship in, a location or locations where that liability or increased liability would not be incurred or ensuring that the Ship does not enter into any location where that liability or increased liability would be incurred; or 17.2.5 there occurs a Change of Law as a result of which it becomes unlawful for (a) the Lessor to own and/or lease the Ship and/or continue to exercise its rights and/or perform its obligations under any Transaction Document or (b) any Transaction Company to continue to exercise its rights and/or perform its obligations under any Transaction Document (other than the Time Charter).
Appears in 5 contracts
Samples: Lease Agreement (Seaspan CORP), Lease Agreement (Seaspan CORP), Lease Agreement (Seaspan CORP)
Mandatory Prepayment Events. Each of the following shall be a (a) A Mandatory Prepayment Event for the purpose of this Agreement:
17.2.1 any of the Transaction Documents (other than the Time Charter) or any provision thereof (i) for any reason is not or ceases to be in full force and effect other than in accordance with its terms or (ii) is declared null and void or (iii) any of the parties to a Transaction Document (other than the Time Charter) shall contest the validity or enforceability of any Transaction Document (other than the Time Charter) or repudiates in writing any Transaction Document (other than the Time Charter) or any of its obligations thereunder or gives notice in writing of its intention to do so;
17.2.2 any consent necessary to enable any Transaction Company to comply with any provision of a Transaction Document (other than the Time Charter) is not granted, expires without being renewed or is revoked and that failure (in the sole opinion of the Lessor, acting in good faith) would have a material adverse effect on the rights of the Lessor under the Transaction Documents (other than the Time Charter) or the ability of any Transaction Company to perform its material obligations under the Transaction Documents (other than the Time Charter) and the Lessee and the Lessor have negotiated in good faith for a period of thirty (30) days to agree an alternative means to continue the transaction contemplated by this Agreement and have been unable to do so;
17.2.3 there shall occur an Environmental Incident in circumstances where the Lessor believes, acting reasonably, that the Lessor is or will be held to be liable to third parties as a result thereof and either (i) such liability will or could, in the reasonable opinion of the Lessor, reasonably be expected to exceed the limit of the Ship’s protection and indemnity insurance, or (ii) the Ship’s protection and indemnity insurers have disclaimed or notified in writing an intention to disclaim liability as regards the Lessor;
17.2.4 there occurs a Change of Law or other change of circumstances which will result in the Lessor incurring:
(a) a liability arising out of its ownership of the Ship which it does not have as at the date of this Agreement; or
(b) an increase in liability arising out of its ownership of the Ship over and above that liability which it has as at the date of this Agreement, which liability or increase in liability does not entitle the Lessor to increase the Rental pursuant to the Financial Schedule and is material in the context of the Lessor’s maximum existing liabilities arising out of its ownership of the Ship from time to time prior to the date of that Change of Law or other change of circumstances and where, in either case, following consultation with the Lessee as to such liability or increased liability and the matters referred to belowif:
(i) any Aircraft is subject to a Final Disposition in accordance with the Lessor and the Lessee have endeavoured to mitigate or eliminate that liability or increased liability and have failed to do so prior to commencement terms of the applicable Change SAR Contract or the UKSAR2G Contract, as applicable, or paragraph (b) of Law; andClause 18.16 (Sale of Collateral) applies;
(ii) that liability or increased liability an Aircraft is not covered by insurance or other security which is, in the opinion subject to an Event of the Lessor acting reasonably, satisfactory having regard to the amount of that liability or increased liability; andLoss;
(iii) that liability either the SAR Contract or potential liability is not removed or terminated by the Lessee moving the Ship to, and if necessary keeping the Ship in, a location or locations where that liability or increased liability would not be incurred or ensuring that the Ship does not enter into any location where that liability or increased liability would be incurredUKSAR2G Contract is:
(A) terminated; or
17.2.5 there occurs (B) subject to a Change Partial Termination, provided, however, that, the substitution of Law as 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 result 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 it becomes unlawful for does not meet the requirements set out in Clause 19.2(g) (a) Provisions relating to the Lessor to own and/or lease the Ship and/or continue to exercise its rights and/or perform its obligations under any Transaction Document or UKSAR2G Contract).
(b) At any Transaction Company 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 relevant Loan in the amount of the Release Amount as it relates to continue such Aircraft, promptly upon its receipt of the insurance proceeds relating to exercise 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 each 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 relevant Loan in the amount of the Release Amount as it relates to such Aircraft promptly upon its rights and/or perform its obligations under 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 Transaction Document 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 (other than whether by applying Borrower’s payment of such amounts, or any such compensation proceeds, or both), the Time CharterSecurity 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 each Loan shall immediately become due and payable by the Borrower.
Appears in 2 contracts
Samples: Facility Agreement (Bristow Group Inc.), Facility Agreement (Bristow Group Inc.)
Mandatory Prepayment Events. Each of the following shall be a Mandatory Prepayment Event for the purpose of this Agreement:
17.2.1 any of the Transaction Documents (other than the Time Charter) or any provision thereof (i) for any reason is not or ceases to be in full force and effect other than in accordance with its terms or (ii) is declared null and void or (iii) any of the parties to a Transaction Document (other than the Time Charter) shall contest the validity or enforceability of any Transaction Document (other than the Time Charter) or repudiates in writing any Transaction Document (other than the Time Charter) or any of its obligations thereunder or gives notice in writing of its intention to do so;
17.2.2 any consent necessary to enable any Transaction Company to comply with any provision of a Transaction Document (other than the Time Charter) is not granted, expires without being renewed or is revoked and that failure (in the sole opinion of the Lessor, acting in good faith) would have a material adverse effect on the rights of the Lessor under the Transaction Documents (other than the Time Charter) or the ability of any Transaction Company to perform its material obligations under the Transaction Documents (other than the Time Charter) and the Lessee and the Lessor have negotiated in good faith for a period of thirty (30) days to agree an alternative means to continue the transaction contemplated by this Agreement and have been unable to do so;
17.2.3 there shall occur an Environmental Incident in circumstances where the Lessor believes, acting reasonably, that the Lessor is or will be held to be liable to third parties as a result thereof and either (i) such liability will or could, in the reasonable opinion of the Lessor, reasonably be expected to exceed the limit of the Ship’s protection and indemnity insurance, or (ii) the Ship’s protection and indemnity insurers have disclaimed or notified in writing an intention to disclaim liability as regards the Lessor;
17.2.4 there occurs a Change of Law or other change of circumstances which will result in the Lessor incurring:
(a) a liability arising out of its ownership of the Ship which it does not have as at the date of this Agreement; or
(b) an increase in liability arising out of its ownership of the Ship over and above that liability which it has as at the date of this Agreement, which liability or increase in liability does not entitle the Lessor to increase the Rental pursuant to the Financial Schedule and is material in the context of the Lessor’s maximum existing liabilities arising out of its ownership of the Ship from time to time prior to the date of that Change of Law or other change of circumstances and where, in either case, following consultation with the Lessee as to such liability or increased liability and the matters referred to belowWithin five Business Days after:
(i) the Lessor and receipt by Kraft Foods Global or any of its wholly owned Subsidiaries of Net Cash Proceeds from any Debt Issuance, Kraft Foods Global shall permanently prepay the Lessee have endeavoured Pro Rata Advances in an aggregate amount equal to mitigate or eliminate that liability or increased liability and have failed to do so prior to commencement 100% of such Net Cash Proceeds; provided that, at the election of Kraft Foods Global, no prepayment of the applicable Change Pro Rata Advances shall be required pursuant to this clause (i) until the Unapplied Amount exceeds the Prepayment Threshold Amount and then only to the extent of Lawsuch excess; andor
(ii) that liability or increased liability is not covered by insurance or other security which isthe issuance, in the opinion prior to consummation of the Lessor acting reasonablySpin-Off, satisfactory having regard by Kraft Foods Global or any of its Subsidiaries of debt securities in exchange for existing Debt of Kraft Foods or any of its Subsidiaries, Kraft Foods Global shall permanently prepay the Pro Rata Advances in an aggregate amount equal to 100% of the aggregate principal amount of such debt securities issued by Kraft Foods Global or any of its Subsidiaries; provided that, at the election of Kraft Foods Global, no prepayment of the Pro Rata Advances shall be required pursuant to this clause (ii) until the Unapplied Amount exceeds the Prepayment Threshold Amount and then only to the amount extent of that liability or increased liabilitysuch excess; andor
(iii) that liability or potential liability is not removed or terminated the receipt by Kraft Foods Global (or, prior to consummation of the Lessee moving Spin-Off, Kraft Foods) of Net Cash Proceeds from any Equity Capital Markets Transaction, Kraft Foods Global shall permanently prepay the Ship toPro Rata Advances in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that, at the election of Kraft Foods Global, no prepayment of the Pro Rata Advances shall be required pursuant to this clause (iii) until the Unapplied Amount exceeds the Prepayment Threshold Amount and if necessary keeping then only to the Ship in, a location or locations where that liability or increased liability would not be incurred or ensuring that the Ship does not enter into any location where that liability or increased liability would be incurredextent of such excess; or
17.2.5 there occurs a Change of Law as a result of which it becomes unlawful for (aiv) the Lessor to own and/or lease the Ship and/or continue to exercise receipt by Kraft Foods Global or any of its rights and/or perform its obligations under Major Domestic Subsidiaries of Net Cash Proceeds from any Transaction Document or (b) any Transaction Company to continue to exercise its rights and/or perform its obligations under any Transaction Document Asset Sale (other than (A) Net Cash Proceeds of any Exempted Asset Sale and (B) up to $1,000,000,000 in the Time Charteraggregate of Net Cash Proceeds from other Asset Sales), Casualty or Condemnation, Kraft Foods Global shall permanently prepay the Pro Rata Advances in an aggregate amount equal to 100% of such Net Cash Proceeds, provided that, so long as no Default shall have occurred and be continuing, in lieu of such prepayment, Kraft Foods Global or such Major Domestic Subsidiary may reinvest all or any portion of such Net Cash Proceeds from any Asset Sale, Casualty or Condemnation in long-term assets useful to the business of Kraft Foods Global or any of its Subsidiaries, provided that such reinvestment is consummated within 12 months of the date of receipt of such Net Cash Proceeds, and each prepayment of outstanding Pro Rata Advances pursuant to this Section 2.11(b) shall be without penalty or premium (other than any obligation to reimburse the Lenders pursuant to Section 9.04(b)). Kraft Foods Global may determine to which Borrowing or Borrowings each prepayment of outstanding Pro Rata Advances pursuant to this Section 2.11(b) shall be allocated, provided that any such allocated prepayment shall be applied on a pro rata basis among the Lenders having made any of such Pro Rata Advances.
Appears in 2 contracts
Samples: 364 Day Revolving Credit Agreement (Kraft Foods Group, Inc.), 364 Day Revolving Credit Agreement (Kraft Foods Inc)
Mandatory Prepayment Events. Each (i) Following the occurrence of any Mandatory Prepayment Event, Administrative Agent may, or upon request of any Lender shall, provide written notice to Borrower that it is requiring a payment of the applicable Mandatory Prepayment Amount (such notice, a “Mandatory Prepayment Notice”).
(ii) At each Cure Time following the delivery of a Mandatory Prepayment Notice, Borrower shall be pay, in accordance with Section 2.11, the portion of the applicable Mandatory Prepayment Amount (together with any amount payable in connection therewith pursuant to Section 2.04(c)) described in clause (iii) below; provided that, solely in the case of a Mandatory Prepayment Event for the purpose of this Agreement:
17.2.1 any of the Transaction Documents (other than the Time Charter) or any provision thereof that arises solely pursuant to clause (i) for any reason is not or ceases to be in full force and effect other than in accordance with its terms or (ii) is declared null and void or (iii) any of the parties to a Transaction Document (other than definition thereof upon the Time Charter) shall contest the validity or enforceability of any Transaction Document (other than the Time Charter) or repudiates in writing any Transaction Document (other than the Time Charter) or any of its obligations thereunder or gives notice in writing of its intention to do so;
17.2.2 any consent necessary to enable any Transaction Company to comply with any provision occurrence of a Transaction Document Permitted Borrower CoC Announcement (other than the Time Charter) is not granted, expires without it being renewed or is revoked and understood that failure (in the sole opinion of the Lessor, acting in good faith) would this proviso shall have a material adverse no effect on the rights Cure Times with respect to (x) any announcement other than a Permitted Borrower CoC Announcement or (y) any announcement that ceases to satisfy the requirements set forth in the definition of Permitted Borrower CoC Announcement), each of the Lessor under First Cure Time, Second Cure Time and Third Cure Time will be the Transaction Documents (other than time immediately prior the Time Charter) or consummation of the ability related Change of Control of any Transaction Company to perform its material obligations under the Transaction Documents (other than the Time Charter) and the Lessee and the Lessor have negotiated in good faith for a period of thirty (30) days to agree an alternative means to continue the transaction contemplated by this Agreement and have been unable to do so;
17.2.3 there shall occur an Environmental Incident in circumstances where the Lessor believes, acting reasonably, Loan Party; provided further that the Lessor is or will be held to be liable to third parties as a result thereof and either (i) such liability will or could, in the reasonable opinion of event such Mandatory Prepayment Event is a Deleveraging Option Mandatory Prepayment Event, Borrower or Pledgor may elect to deliver the Lessor, reasonably be expected to exceed the limit of the Ship’s protection and indemnity insurance, or (ii) the Ship’s protection and indemnity insurers have disclaimed or notified in writing an intention to disclaim liability as regards the Lessor;
17.2.4 there occurs a Change of Law or other change of circumstances which will result in the Lessor incurring:
(a) a liability arising out of its ownership of the Ship which it does not have as at the date of this Agreement; or
(b) an increase in liability arising out of its ownership of the Ship over and above that liability which it has as at the date of this Agreement, which liability or increase in liability does not entitle the Lessor to increase the Rental pursuant to the Financial Schedule and is material in the context of the Lessor’s maximum existing liabilities arising out of its ownership of the Ship from time to time prior to the date of that Change of Law or other change of circumstances and where, in either case, following consultation with the Lessee as to such liability or increased liability and the matters referred to below:
(i) the Lessor and the Lessee have endeavoured to mitigate or eliminate that liability or increased liability and have failed to do so prior to commencement applicable portion of the applicable Change Basket Deleveraging Collateral at each Cure Time in lieu of Law; and
(ii) that liability or increased liability is not covered by insurance or other security which is, in paying the opinion of the Lessor acting reasonably, satisfactory having regard to the amount of that liability or increased liability; andapplicable Mandatory Prepayment Amount.
(iii) that liability Borrower shall make Mandatory Prepayment Amount payments to the Administrative Agent or potential liability is not removed Borrower or terminated by Pledgor shall deliver Basket Deleveraging Collateral to the Lessee moving Collateral Accounts, as applicable, at each Cure Time as follows: Cure Time Portion of the Ship toMandatory Prepayment Amount or Basket Deleveraging Collateral to be paid or delivered, and if necessary keeping as the Ship in, a location or locations where that liability or increased liability would not case may be incurred or ensuring that the Ship does not enter into any location where that liability or increased liability would be incurred; or
17.2.5 there occurs a Change of Law as a result of which it becomes unlawful for (a) the Lessor to own and/or lease the Ship and/or continue to exercise its rights and/or perform its obligations under any Transaction Document or (b) any Transaction Company to continue to exercise its rights and/or perform its obligations under any Transaction Document (other than the First Cure Time Charter).25% Second Cure Time 25% Third Cure Time 50%
Appears in 2 contracts
Samples: Margin Loan Agreement (HNA Tourism Group Co., Ltd.), Margin Loan Agreement (HNA Tourism Group Co., Ltd.)
Mandatory Prepayment Events. Each of the following shall be a (a) A Mandatory Prepayment Event for the purpose of this Agreement:
17.2.1 any of the Transaction Documents (other than the Time Charter) or any provision thereof (i) for any reason is not or ceases to be in full force and effect other than in accordance with its terms or (ii) is declared null and void or (iii) any of the parties to a Transaction Document (other than the Time Charter) shall contest the validity or enforceability of any Transaction Document (other than the Time Charter) or repudiates in writing any Transaction Document (other than the Time Charter) or any of its obligations thereunder or gives notice in writing of its intention to do so;
17.2.2 any consent necessary to enable any Transaction Company to comply with any provision of a Transaction Document (other than the Time Charter) is not granted, expires without being renewed or is revoked and that failure (in the sole opinion of the Lessor, acting in good faith) would have a material adverse effect on the rights of the Lessor under the Transaction Documents (other than the Time Charter) or the ability of any Transaction Company to perform its material obligations under the Transaction Documents (other than the Time Charter) and the Lessee and the Lessor have negotiated in good faith for a period of thirty (30) days to agree an alternative means to continue the transaction contemplated by this Agreement and have been unable to do so;
17.2.3 there shall occur an Environmental Incident in circumstances where the Lessor believes, acting reasonably, that the Lessor is or will be held to be liable to third parties as a result thereof and either (i) such liability will or could, in the reasonable opinion of the Lessor, reasonably be expected to exceed the limit of the Ship’s protection and indemnity insurance, or (ii) the Ship’s protection and indemnity insurers have disclaimed or notified in writing an intention to disclaim liability as regards the Lessor;
17.2.4 there occurs a Change of Law or other change of circumstances which will result in the Lessor incurring:
(a) a liability arising out of its ownership of the Ship which it does not have as at the date of this Agreement; or
(b) an increase in liability arising out of its ownership of the Ship over and above that liability which it has as at the date of this Agreement, which liability or increase in liability does not entitle the Lessor to increase the Rental pursuant to the Financial Schedule and is material in the context of the Lessor’s maximum existing liabilities arising out of its ownership of the Ship from time to time prior to the date of that Change of Law or other change of circumstances and where, in either case, following consultation with the Lessee as to such liability or increased liability and the matters referred to belowif:
(i) any Aircraft is subject to a Final Disposition in accordance with the Lessor and the Lessee have endeavoured to mitigate or eliminate that liability or increased liability and have failed to do so prior to commencement terms of the applicable Change SAR Contract or the UKSAR2G Contract, as applicable, or paragraph (b) of Law; andClause 18.16 (Sale of Collateral) applies;
(ii) that liability or increased liability an Aircraft is not covered by insurance or other security which is, in the opinion subject to an Event of the Lessor acting reasonably, satisfactory having regard to the amount of that liability or increased liability; andLoss;
(iii) that liability either the SAR Contract or potential liability is not removed or terminated by the Lessee moving the Ship to, and if necessary keeping the Ship in, a location or locations where that liability or increased liability would not be incurred or ensuring that the Ship does not enter into any location where that liability or increased liability would be incurredUKSAR2G Contract is:
(A) terminated; or
17.2.5 there occurs (B) subject to a Change Partial Termination, provided, however, that, the substitution of Law as 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 result 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 it becomes unlawful for does not meet the requirements set out in Clause 19.2(g) (a) Provisions relating to the Lessor to own and/or lease the Ship and/or continue to exercise its rights and/or perform its obligations under any Transaction Document or UKSAR2G Contract).
(b) At any Transaction Company 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 continue such Aircraft, promptly upon its receipt of the insurance proceeds relating to exercise its rights and/or perform its obligations under 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 Transaction Document 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 (other than whether by applying Borrower’s payment of such amounts, or any such insurance proceeds, or both), the Time CharterSecurity 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
Appears in 1 contract
Mandatory Prepayment Events. Each of the following shall be a Mandatory Prepayment Event for the purpose of this Agreement:
17.2.1 any of the Transaction Documents (other than the Time Charter) or any provision thereof (i) for The Company shall, prior to 10:00 a.m., New York City time, not less than three Business Days (or such shorter time as the Administrative Agent may agree in its sole discretion) prior to the occurrence of any reason is not or ceases Prepayment Event (regardless of whether the Net Proceeds thereof would be required to be applied to prepay the Loans or the 3-Year DDTL Loans or reduce Commitments hereunder or commitments in full force and effect other than in accordance with its terms or (ii) is declared null and void or (iii) any respect of the parties 3-Year DDTL Loans), deliver a notice (the “Prepayment Notice”) thereof to a Transaction Document (other than the Time Charter) Administrative Agent, which shall contest set forth the validity or enforceability of any Transaction Document (other than the Time Charter) or repudiates in writing any Transaction Document (other than the Time Charter) or any of its obligations thereunder or gives notice in writing of its intention to do so;
17.2.2 any consent necessary to enable any Transaction Company to comply with any provision of a Transaction Document (other than the Time Charter) is not granted, expires without being renewed or is revoked and that failure (in the sole opinion of the Lessor, acting in good faith) would have a material adverse effect on the rights of the Lessor under the Transaction Documents (other than the Time Charter) or the ability of any Transaction Company to perform its material obligations under the Transaction Documents (other than the Time Charter) and the Lessee and the Lessor have negotiated in good faith for a period of thirty (30) days to agree an alternative means to continue the transaction contemplated by this Agreement and have been unable to do so;
17.2.3 there shall occur an Environmental Incident in circumstances where the Lessor believes, acting reasonably, that the Lessor is or will be held to be liable to third parties as a result thereof and either (i) aggregate proceeds from such liability will or couldPrepayment Event, in the reasonable opinion of the Lessor, reasonably be expected to exceed the limit of the Ship’s protection and indemnity insurance, or (ii) the Ship’s protection Net Proceeds therefrom, and indemnity insurers (iii) the amount of any Loans, 3-Year DDTL Loans, or any interest in respect of the Loans or 3-Year DDTL Loans to be paid, and/or the undrawn portion of any Commitments or commitments in respect of the 3-Year DDTL Loans expected to be permanently reduced and terminated in connection therewith, in each case, in accordance with Section 2.08(b)(ii) below (and any elections the Company may make in respect thereof). Any prepayments made under this Section 2.08(b) shall be subject to the requirements of Section 2.13.
(ii) In the event and on each occasion that any Net Proceeds from any Prepayment Event, when taken together with the aggregate Net Proceeds of all other Prepayment Events that have disclaimed occurred prior thereto, exceeds $500,000,000 (any such excess Net Proceeds, “Excess Proceeds”), the Company shall, on or notified in writing an intention to disclaim liability as regards before the Lessor;
17.2.4 there occurs a Change date (the “Prepayment Date”) that is the third (3rd) Business Day following the receipt of Law or other change of circumstances which will result in the Lessor incurringsuch Excess Proceeds:
(I) with respect to any Prepayment Event described in clause (a) a liability arising out of its ownership of the Ship which it does not have as at definition thereof, apply the date of this Agreement; or
relevant Excess Proceeds in accordance with clause (bA) below, unless the Company makes an increase in liability arising out of its ownership of the Ship over and above that liability which it has as at the date of this Agreement, which liability or increase in liability does not entitle the Lessor to increase the Rental pursuant to the Financial Schedule and is material election in the context of the Lessor’s maximum existing liabilities arising out of its ownership of the Ship from time Prepayment Notice to time prior to the date of that Change of Law or other change of circumstances and whereapply such Excess Proceeds in accordance with clause (B) below, in either which case, following consultation the Company shall apply such Excess Proceeds in accordance with the Lessee as to such liability or increased liability and the matters referred to clause (B) below:
(i) the Lessor and the Lessee have endeavoured to mitigate or eliminate that liability or increased liability and have failed to do so prior to commencement of the applicable Change of Law; and
(iiII) that liability or increased liability is not covered by insurance or other security which iswith respect to any Prepayment Event described in clause (b) of the definition thereof, apply the relevant Excess Proceeds in accordance with clause (B) below;
(A) without duplication (1) first, to ratably prepay (x) any principal amount of Loans and (y) any accrued but unpaid interest on the Loans, in each case, outstanding on the opinion relevant Prepayment Date, on a dollar-for-dollar basis, (2) second, the then-undrawn portion of the Lessor acting reasonablyCommitments shall be permanently and irrevocably reduced (or terminated, satisfactory having regard as applicable) on a dollar-for-dollar basis to the amount extent of any remaining Excess Proceeds not applied pursuant to clause (A)(1) above (it being understood that liability any Excess Proceeds counted towards reducing Commitments under this clause (A)(2) shall not be reused in clause (A)(3) below), and (3) third, without duplication, to the extent of any remaining Excess Proceeds not applied pursuant to clauses (A)(1) or increased liability(A)(2) above, in accordance with Section 2.08(b)(ii)(B) of the 3-Year DDTL Credit Agreement; and
(iiiB) that liability or potential liability is without duplication (1) first, in accordance with Section 2.08(b)(ii)(A) in the 3-Year DDTL Credit Agreement, (2) second, to ratably prepay (x) any principal amount of Loans and (y) any accrued but unpaid interest on the Loans, in each case, outstanding on the relevant Prepayment Date, on a dollar-for-dollar basis to the extent of any remaining Excess Proceeds not removed or terminated by the Lessee moving the Ship toapplied pursuant to clause (B)(1) above, and if necessary keeping (3) third, the Ship inthen-undrawn portion of the Commitments shall be permanently and irrevocably reduced (or terminated, as applicable) on a location or locations where that liability or increased liability would dollar-for-dollar basis to the extent of any remaining Excess Proceeds not be incurred or ensuring that the Ship does not enter into any location where that liability or increased liability would be incurred; or
17.2.5 there occurs a Change of Law as a result of which it becomes unlawful for applied pursuant to clauses (aB)(1) the Lessor to own and/or lease the Ship and/or continue to exercise its rights and/or perform its obligations under any Transaction Document or (bB)(2) any Transaction Company to continue to exercise its rights and/or perform its obligations under any Transaction Document (other than the Time Charter)above.
Appears in 1 contract
Samples: Term Loan Agreement (SAFG Retirement Services, Inc.)
Mandatory Prepayment Events. Each (a) If, on any Scheduled Trading Day, the Calculation Agent determines (in its sole and absolute discretion) that the ADR Closing Price on such Scheduled Trading Day is lower than 50 per cent. of the ADR Initial Price, then:
(A) (without prejudice to the rights of the Lender under paragraphs (B) and (C) below) the Calculation Agent shall promptly notify the Lender and the Borrower upon becoming aware of the relevant event;
(B) the Lender shall not be obliged to fund the Utilisation; and
(C) the Lender may, by not less than five Business Days’ notice to the Borrower, cancel the Facility and the Commitment and declare the Loan, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Facility will be cancelled and all such outstanding amounts will become immediately due and payable.
(b) If, at any time, the Lender determines (in its sole and absolute discretion) that any one of the following shall be a Mandatory Prepayment Event for the purpose of this Agreementevents has occurred:
17.2.1 any of the Transaction Documents (other than the Time Charter) or any provision thereof (i) for the public announcement (whether or not subsequently amended), including any reason is not public announcement as defined in Rule 165(f) of the Securities Act, by any entity, of any intention to enter into (including, without limitation, any intention of the Issuer to solicit or ceases explore strategic alternatives to) any transaction or other event that, if completed, would lead to be in full force and effect other than in accordance with its terms an Issuer Change of Control, Merger Event or Tender Offer;
(ii) is declared null and void the Exchange announces that, pursuant to the rules of the Exchange, the ADRs cease (or will cease) to be listed, traded or publicly quoted on the Exchange for any reason, in each case, for five consecutive Scheduled Trading Days or more;
(iii) any the suspension of trading of the parties to a Transaction Document (other than ADRs on the Time Charter) shall contest Exchange or the validity Issuer otherwise has its trading privileges on the Exchange revoked or enforceability of any Transaction Document (other than the Time Charter) suspended, in each case, for five consecutive Scheduled Trading Days or repudiates in writing any Transaction Document (other than the Time Charter) or any of its obligations thereunder or gives notice in writing of its intention to do somore;
17.2.2 (iv) an Adjustment Trigger Event;
(v) any consent necessary event, development or circumstance which could reasonably be expected to enable any Transaction Company have (I) a Material Adverse Effect in relation to comply with any provision of a Transaction Document the Issuer or (other than the Time CharterII) is not granted, expires without being renewed or is revoked and that failure (in the sole opinion of the Lessor, acting in good faith) would have a material adverse effect on the value or liquidity of the ADRs; and/or
(vi) an Issuer Change of Control, Issuer Dissolution, Issuer Insolvency, Issuer Insolvency Filing, Merger Event, Nationalisation or Tender Offer occurs, then:
(A) (without prejudice to the rights of the Lessor Lender under the Transaction Documents paragraphs (other than the Time Charter) or the ability of any Transaction Company to perform its material obligations under the Transaction Documents (other than the Time CharterB) and (C) below) the Lessee and Lender shall promptly notify the Lessor have negotiated in good faith for a period Borrower upon becoming aware of thirty (30) days to agree an alternative means to continue the transaction contemplated by this Agreement and have been unable to do sorelevant event;
17.2.3 there shall occur an Environmental Incident in circumstances where the Lessor believes, acting reasonably, that the Lessor is or will be held to be liable to third parties as a result thereof and either (i) such liability will or could, in the reasonable opinion of the Lessor, reasonably be expected to exceed the limit of the Ship’s protection and indemnity insurance, or (iiB) the Ship’s protection and indemnity insurers have disclaimed or notified in writing an intention Lender shall not be obliged to disclaim liability as regards fund the Lessor;
17.2.4 there occurs a Change of Law or other change of circumstances which will result in the Lessor incurring:
(a) a liability arising out of its ownership of the Ship which it does not have as at the date of this Agreement; or
(b) an increase in liability arising out of its ownership of the Ship over and above that liability which it has as at the date of this Agreement, which liability or increase in liability does not entitle the Lessor to increase the Rental pursuant to the Financial Schedule and is material in the context of the Lessor’s maximum existing liabilities arising out of its ownership of the Ship from time to time prior to the date of that Change of Law or other change of circumstances and where, in either case, following consultation with the Lessee as to such liability or increased liability and the matters referred to below:
(i) the Lessor and the Lessee have endeavoured to mitigate or eliminate that liability or increased liability and have failed to do so prior to commencement of the applicable Change of LawUtilisation; and
(iiC) that liability or increased liability is the Lender may, by not covered by insurance or other security which is, in the opinion of the Lessor acting reasonably, satisfactory having regard less than five Business Days’ notice to the amount of that liability or increased liability; and
(iii) that liability or potential liability is not removed or terminated by Borrower, cancel the Lessee moving Facility and the Ship toCommitment and declare the Loan, together with accrued interest, the Three Month Interest Amount, and if necessary keeping all other amounts accrued under the Ship inFinance Documents immediately due and payable, a location or locations where that liability or increased liability would not whereupon the Facility will be incurred or ensuring that the Ship does not enter into any location where that liability or increased liability would be incurred; or
17.2.5 there occurs a Change of Law as a result of which it becomes unlawful for (a) the Lessor to own and/or lease the Ship and/or continue to exercise its rights and/or perform its obligations under any Transaction Document or (b) any Transaction Company to continue to exercise its rights and/or perform its obligations under any Transaction Document (other than the Time Charter)cancelled and all such outstanding amounts will become immediately due and payable.
Appears in 1 contract
Samples: Margin Loan Facility Agreement (E-House (China) Holdings LTD)
Mandatory Prepayment Events. Each If (a) on any Business Day the Closing Price of the following Shares is equal to or less than $21.60 (subject to adjustment pursuant to Section 7.13) or (b) on any calendar day the net asset value of West Side Investments, Inc., is less than $850,000,000, the Lender may elect, by written notice to the Borrower (a "100% Prepayment Notice"), to declare 100% of the outstanding principal amount of the Advance and any other amounts payable hereunder to be (and such Advance and such other amounts shall thereby become) due and payable, in each case no later than 12:00 noon (New York City time) on the date specified by the Lender as the "prepayment date" in such 100% Prepayment Notice; provided that such specified prepayment date shall be a Mandatory no less than five Business Days after the date on which the relevant 100% Prepayment Event for Notice is delivered to the purpose of this Agreement:
17.2.1 Borrower. If, on any Business Day, the Closing Price of the Transaction Documents Shares is equal to or less than $26.40, but greater than $21.60 (other than subject to adjustment pursuant to Section 7.13), the Time Charter) or Lender may, by notice to the Borrower (a "50% Prepayment Notice"), declare 50% of the outstanding principal amount of the Advance and any provision thereof (i) for any reason is not or ceases interest accrued thereon to be (and such portion of the Advance and such other amounts shall thereby become) due and payable, in full force each case no later than 12:00 noon (New York City time) on the date specified by the Lender as the "prepayment date" in such 50% Prepayment Notice; provided that such specified prepayment date shall be no less than five Business Days after the date on which the relevant 50% Prepayment Notice is delivered to the Borrower. All prepayments of the Advance made pursuant to this Section 5.3 shall be accompanied by accrued and effect other than unpaid interest (determined in accordance with its terms or (iiSection 2.4) is declared null and void or (iii) any of the parties to a Transaction Document (other than the Time Charter) shall contest the validity or enforceability of any Transaction Document (other than the Time Charter) or repudiates in writing any Transaction Document (other than the Time Charter) or any of its obligations thereunder or gives notice in writing of its intention to do so;
17.2.2 any consent necessary to enable any Transaction Company to comply with any provision of a Transaction Document (other than the Time Charter) is not granted, expires without being renewed or is revoked and that failure (in the sole opinion of the Lessor, acting in good faith) would have a material adverse effect on the rights of the Lessor under the Transaction Documents (other than the Time Charter) or the ability of any Transaction Company to perform its material obligations under the Transaction Documents (other than the Time Charter) and the Lessee and the Lessor have negotiated in good faith for a period of thirty (30) days to agree an alternative means to continue the transaction contemplated by this Agreement and have been unable to do so;
17.2.3 there shall occur an Environmental Incident in circumstances where the Lessor believes, acting reasonably, that the Lessor is or will be held to be liable to third parties as a result thereof and either (i) such liability will or could, in the reasonable opinion of the Lessor, reasonably be expected to exceed the limit of the Ship’s protection and indemnity insurance, or (ii) the Ship’s protection and indemnity insurers have disclaimed or notified in writing an intention to disclaim liability as regards the Lessor;
17.2.4 there occurs a Change of Law or other change of circumstances which will result in the Lessor incurring:
(a) a liability arising out of its ownership of the Ship which it does not have as at the date of this Agreement; or
(b) an increase in liability arising out of its ownership of the Ship over and above that liability which it has as at the date of this Agreement, which liability or increase in liability does not entitle the Lessor to increase the Rental pursuant to the Financial Schedule and is material in the context of the Lessor’s maximum existing liabilities arising out of its ownership of the Ship from time to time prior to the date of that Change of Law or other change of circumstances such prepayment on the principal amount prepaid and where, in either case, following consultation with the Lessee as to such liability or increased liability and the matters referred to below:
(i) the Lessor and the Lessee have endeavoured to mitigate or eliminate that liability or increased liability and have failed to do so prior to commencement of the applicable Change of Law; and
(ii) that liability or increased liability is not covered by insurance or other security which is, shall be made in the opinion of the Lessor acting reasonably, satisfactory having regard to the amount of that liability or increased liability; and
(iii) that liability or potential liability is not removed or terminated by the Lessee moving the Ship to, and if necessary keeping the Ship in, a location or locations where that liability or increased liability would not be incurred or ensuring that the Ship does not enter into any location where that liability or increased liability would be incurred; or
17.2.5 there occurs a Change of Law as a result of which it becomes unlawful for (a) the Lessor to own and/or lease the Ship and/or continue to exercise its rights and/or perform its obligations under any Transaction Document or (b) any Transaction Company to continue to exercise its rights and/or perform its obligations under any Transaction Document (other than the Time Chartermanner specified in Section 2.7(a).
Appears in 1 contract
Samples: Loan Agreement (DST Systems Inc)
Mandatory Prepayment Events. Each of the following shall be a Mandatory Prepayment Event for the purpose of this Agreement:
17.2.1 any of the Transaction Documents (other than the Time Charter) or any provision thereof (i) for The Company shall, prior to 10:00 a.m., New York City time, not less than three Business Days (or such shorter time as the Administrative Agent may agree in its sole discretion) prior to the occurrence of any reason is not or ceases Prepayment Event (regardless of whether the Net Proceeds thereof would be required to be applied to prepay the Loans or the 18-Month DDTL Loans or reduce Commitments hereunder or commitments in full force and effect other than in accordance with its terms or (ii) is declared null and void or (iii) any respect of the parties 18-Month DDTL Loans), deliver a notice (the “Prepayment Notice”) thereof to a Transaction Document (other than the Time Charter) Administrative Agent, which shall contest set forth the validity or enforceability of any Transaction Document (other than the Time Charter) or repudiates in writing any Transaction Document (other than the Time Charter) or any of its obligations thereunder or gives notice in writing of its intention to do so;
17.2.2 any consent necessary to enable any Transaction Company to comply with any provision of a Transaction Document (other than the Time Charter) is not granted, expires without being renewed or is revoked and that failure (in the sole opinion of the Lessor, acting in good faith) would have a material adverse effect on the rights of the Lessor under the Transaction Documents (other than the Time Charter) or the ability of any Transaction Company to perform its material obligations under the Transaction Documents (other than the Time Charter) and the Lessee and the Lessor have negotiated in good faith for a period of thirty (30) days to agree an alternative means to continue the transaction contemplated by this Agreement and have been unable to do so;
17.2.3 there shall occur an Environmental Incident in circumstances where the Lessor believes, acting reasonably, that the Lessor is or will be held to be liable to third parties as a result thereof and either (i) aggregate proceeds from such liability will or couldPrepayment Event, in the reasonable opinion of the Lessor, reasonably be expected to exceed the limit of the Ship’s protection and indemnity insurance, or (ii) the Ship’s protection Net Proceeds therefrom, and indemnity insurers (iii) the amount of any Loans, 18-Month DDTL Loans, or any interest in respect of the Loans or 18-Month DDTL Loans to be paid, and/or the undrawn portion of any Commitments or commitments in respect of the 18-Month DDTL Loans expected to be permanently reduced and terminated in connection therewith, in each case, in accordance with Section 2.08(b)(ii) below (and any elections the Company may make in respect thereof). Any prepayments made under this Section 2.08(b) shall be subject to the requirements of Section 2.13.
(ii) In the event and on each occasion that any Net Proceeds from any Prepayment Event, when taken together with the aggregate Net Proceeds of all other Prepayment Events that have disclaimed occurred prior thereto, exceeds $500,000,000 (any such excess Net Proceeds, “Excess Proceeds”), the Company shall, on or notified in writing an intention to disclaim liability as regards before the Lessor;
17.2.4 there occurs a Change date (the “Prepayment Date”) that is the third (3rd) Business Day following the receipt of Law or other change of circumstances which will result in the Lessor incurringsuch Excess Proceeds:
(I) with respect to any Prepayment Event described in clause (a) a liability arising out of its ownership of the Ship which it does not have as at definition thereof, apply the date of this Agreement; or
relevant Excess Proceeds in accordance with clause (bB) below, unless the Company makes an increase in liability arising out of its ownership of the Ship over and above that liability which it has as at the date of this Agreement, which liability or increase in liability does not entitle the Lessor to increase the Rental pursuant to the Financial Schedule and is material election in the context of the Lessor’s maximum existing liabilities arising out of its ownership of the Ship from time Prepayment Notice to time prior to the date of that Change of Law or other change of circumstances and whereapply such Excess Proceeds in accordance with clause (A) below, in either which case, following consultation the Company shall apply such Excess Proceeds in accordance with the Lessee as to such liability or increased liability and the matters referred to clause (A) below:
(i) the Lessor and the Lessee have endeavoured to mitigate or eliminate that liability or increased liability and have failed to do so prior to commencement of the applicable Change of Law; and
(iiII) that liability or increased liability is not covered by insurance or other security which iswith respect to any Prepayment Event described in clause (b) of the definition thereof, apply the relevant Excess Proceeds in accordance with clause (A) below;
(A) without duplication (1) first, to ratably prepay (x) any principal amount of Loans and (y) any accrued but unpaid interest on the Loans, in each case, outstanding on the opinion relevant Prepayment Date, on a dollar-for-dollar basis, (2) second, the then-undrawn portion of the Lessor acting reasonablyCommitments shall be permanently and irrevocably reduced (or terminated, satisfactory having regard as applicable) on a dollar-for-dollar basis to the amount extent of any remaining Excess Proceeds not applied pursuant to clause (A)(1) above (it being understood that liability any Excess Proceeds counted towards reducing Commitments under this clause (A)(2) shall not be reused in clause (A)(3) below), and (3) third, without duplication, to the extent of any remaining Excess Proceeds not applied pursuant to clauses (A)(1) or increased liability(A)(2) above, in accordance with Section 2.08(b)(ii)(B) of the 18-Month DDTL Credit Agreement; and
(iiiB) that liability or potential liability is without duplication (1) first, in accordance with Section 2.08(b)(ii)(A) in the 18-Month DDTL Credit Agreement, (2) second, to ratably prepay (x) any principal amount of Loans and (y) any accrued but unpaid interest on the Loans, in each case, outstanding on the relevant Prepayment Date, on a dollar-for-dollar basis to the extent of any remaining Excess Proceeds not removed or terminated by the Lessee moving the Ship toapplied pursuant to clause (B)(1) above, and if necessary keeping (3) third, the Ship inthen-undrawn portion of the Commitments shall be permanently and irrevocably reduced (or terminated, as applicable) on a location or locations where that liability or increased liability would dollar-for-dollar basis to the extent of any remaining Excess Proceeds not be incurred or ensuring that the Ship does not enter into any location where that liability or increased liability would be incurred; or
17.2.5 there occurs a Change of Law as a result of which it becomes unlawful for applied pursuant to clauses (aB)(1) the Lessor to own and/or lease the Ship and/or continue to exercise its rights and/or perform its obligations under any Transaction Document or (bB)(2) any Transaction Company to continue to exercise its rights and/or perform its obligations under any Transaction Document (other than the Time Charter)above.
Appears in 1 contract
Samples: Term Loan Agreement (SAFG Retirement Services, Inc.)
Mandatory Prepayment Events. Each of the following shall be a Mandatory Prepayment Event for the purpose of this Agreement:
17.2.1 any of the Transaction Documents (other than the Time Charter) or any provision thereof (i) for any reason is not or ceases to be in full force and effect other than in accordance with its terms or (ii) is declared null and void or (iii) any of the parties to a Transaction Document (other than the Time Charter) shall contest the validity or enforceability of any Transaction Document (other than the Time Charter) or repudiates in writing any Transaction Document (other than the Time Charter) or any of its obligations thereunder or gives notice in writing of its intention to do so;
17.2.2 any consent necessary to enable any Transaction Company to comply with any provision of a Transaction Document (other than the Time Charter) is not granted, expires without being renewed or is revoked and that failure (in the sole opinion of the Lessor, acting in good faith) would have a material adverse effect on the rights of the Lessor under the Transaction Documents (other than the Time Charter) or the ability of any Transaction Company to perform its material obligations under the Transaction Documents (other than the Time Charter) and the Lessee and the Lessor have negotiated in good faith for a period of thirty (30) days to agree an alternative means to continue the transaction contemplated by this Agreement and have been unable to do so;
17.2.3 there shall occur an Environmental Incident in circumstances where the Lessor believes, acting reasonably, that the Lessor is or will be held to be liable to third parties as a result thereof and either (i) such liability will or could, in the reasonable opinion of the Lessor, reasonably be expected to exceed the limit of the Ship’s protection and indemnity insurance, or (ii) the Ship’s protection and indemnity insurers have disclaimed or notified in writing an intention to disclaim liability as regards the Lessor;
17.2.4 there occurs a Change of Law or other change of circumstances which will result in the Lessor incurring:
(a) a liability arising out of its ownership of the Ship which it does not have as If at the date of this Agreement; or
(b) an increase in liability arising out of its ownership of the Ship over and above that liability which it has as at the date of this Agreement, which liability or increase in liability does not entitle the Lessor to increase the Rental pursuant to the Financial Schedule and is material in the context of the Lessor’s maximum existing liabilities arising out of its ownership of the Ship from time to time prior to the date of that Change of Law or other change of circumstances and where, in either case, following consultation with the Lessee as to such liability or increased liability and the matters referred to belowany time:
(i) it is or becomes unlawful for any Obligor to perform any of its obligations under the Lessor Finance Documents in any material respect; or
(ii) the guarantee of any Guarantor under Clause 14 (Guarantee) is not effective or is alleged by that Guarantor to be ineffective for any reason; or
(iii) any single person, or group of persons acting in concert (as defined in the City Code on Takeovers and Mergers), acquires control (as defined in Section 416 of the Income and Corporation Taxes Act 1988) of the Parent (unless such change in control occurs as a result of a scheme of arrangement which effects the interposition of a limited liability company ("NewCo") between the shareholders of the Parent immediately prior to the schedule of arrangement (the "Existing Shareholders") and the Lessee have endeavoured Parent provided immediately after completion of the scheme of arrangement the Existing Shareholders are the only shareholders of NewCo and that all Subsidiaries of the Parent immediately prior to mitigate the scheme of arrangement are Subsidiaries of the Parent immediately after completion of the scheme of arrangement or eliminate that liability or increased liability and have failed any other scheme of arrangement which does not prejudice the interests of the Lenders), then the Agent shall, if instructed to do so prior by the Majority Lenders, by notice to commencement the Parent:
(A) call for prepayment of all the Advances on such date as it may specify in such notice whereupon all the Advances shall become due and payable on such date together with accrued interest and any other sums then owed by the Obligors under the Finance Documents; and
(B) declare that the Total Commitments shall be cancelled, whereupon the Total Commitments shall be cancelled and the Commitments of each Lender shall be cancelled and reduced to zero.
(b) If a Mandatory Prepayment Event occurs in respect of a Guarantor (other than the Parent) under paragraph (a)(i) above (in respect of its obligations as a Guarantor only) or under paragraph (a)(ii) above, the Agent shall not be entitled to give a notice to the Parent in accordance with paragraphs (a)(A) or (a)(B) above, if: Back to Index
(i) within five Business Days of becoming aware of the applicable Change relevant Mandatory Prepayment Event, the relevant Guarantor ceases to be a Guarantor in accordance with Clause 14.9 (Removal of LawGuarantor); and
(ii) that liability or increased liability at the time of it ceasing to be a Guarantor, there is not covered by insurance or other security which is, in the opinion no breach of the Lessor acting reasonably, satisfactory having regard to the amount of that liability or increased liability; and
Clause 16.5 (iii) that liability or potential liability is not removed or terminated by the Lessee moving the Ship to, and if necessary keeping the Ship in, a location or locations where that liability or increased liability would not be incurred or ensuring that the Ship does not enter into any location where that liability or increased liability would be incurred; or
17.2.5 there occurs a Change of Law as a result of which it becomes unlawful for (a) the Lessor to own and/or lease the Ship and/or continue to exercise its rights and/or perform its obligations under any Transaction Document or (b) any Transaction Company to continue to exercise its rights and/or perform its obligations under any Transaction Document (other than the Time CharterUpstream Guarantees).
Appears in 1 contract
Samples: Syndicated Credit Facility (Reuters Group PLC /Adr/)
Mandatory Prepayment Events. Each of the following shall be a Mandatory Prepayment Event for the purpose of this Agreement:
17.2.1 any of the Transaction Documents (other than the Time Charter) or any provision thereof (i) for The Company shall, prior to 10:00 a.m., New York City time, not less than three Business Days (or such shorter time as the Administrative Agent may agree in its sole discretion) prior to the occurrence of any reason is not or ceases Prepayment Event (regardless of whether the Net Proceeds thereof would be required to be applied to prepay the Loans or the 3-Year DDTL Loans or reduce Commitments hereunder or commitments in full force and effect other than in accordance with its terms or (ii) is declared null and void or (iii) any respect of the parties 3-Year DDTL Loans), deliver a notice (the “Prepayment Notice”) thereof to a Transaction Document (other than the Time Charter) Administrative Agent, which shall contest set forth the validity or enforceability of any Transaction Document (other than the Time Charter) or repudiates in writing any Transaction Document (other than the Time Charter) or any of its obligations thereunder or gives notice in writing of its intention to do so;
17.2.2 any consent necessary to enable any Transaction Company to comply with any provision of a Transaction Document (other than the Time Charter) is not granted, expires without being renewed or is revoked and that failure (in the sole opinion of the Lessor, acting in good faith) would have a material adverse effect on the rights of the Lessor under the Transaction Documents (other than the Time Charter) or the ability of any Transaction Company to perform its material obligations under the Transaction Documents (other than the Time Charter) and the Lessee and the Lessor have negotiated in good faith for a period of thirty (30) days to agree an alternative means to continue the transaction contemplated by this Agreement and have been unable to do so;
17.2.3 there shall occur an Environmental Incident in circumstances where the Lessor believes, acting reasonably, that the Lessor is or will be held to be liable to third parties as a result thereof and either (i) aggregate proceeds from such liability will or couldPrepayment Event, in the reasonable opinion of the Lessor, reasonably be expected to exceed the limit of the Ship’s protection and indemnity insurance, or (ii) the Ship’s protection Net Proceeds therefrom, and indemnity insurers (iii) the amount of any Loans, 3-Year DDTL Loans, or any interest in respect of the Loans or 3-Year DDTL Loans to be paid, and/or the undrawn portion of any Commitments or commitments in respect of the 3-Year DDTL Loans expected to be permanently reduced and terminated in connection therewith, in each case, in accordance with Section 2.08(b)(ii) below (and any elections the Company may make in respect thereof). Any prepayments made under this Section 2.08(b) shall be subject to the requirements of Section 2.13.
(ii) In the event and on each occasion that any Net Proceeds from any Prepayment Event, when taken together with the aggregate Net Proceeds of all other Prepayment Events that have disclaimed occurred prior thereto, exceeds $500,000,000 (any such excess Net Proceeds, “Excess Proceeds”), the Company shall, on or notified in writing an intention to disclaim liability as regards before the Lessor;
17.2.4 there occurs a Change date (the “Prepayment Date”) that is the third (3rd) Business Day following the receipt of Law or other change of circumstances which will result in the Lessor incurringsuch Excess Proceeds:
(I) with respect to any Prepayment Event described in clause (a) a liability arising out of its ownership of the Ship which it does not have as at definition thereof, apply the date of this Agreement; or
relevant Excess Proceeds in accordance with clause (bA) below, unless the Company makes an increase in liability arising out of its ownership of the Ship over and above that liability which it has as at the date of this Agreement, which liability or increase in liability does not entitle the Lessor to increase the Rental pursuant to the Financial Schedule and is material election in the context of the Lessor’s maximum existing liabilities arising out of its ownership of the Ship from time Prepayment Notice to time prior to the date of that Change of Law or other change of circumstances and whereapply such Excess Proceeds in accordance with clause (B) below, in either which case, following consultation the Company shall apply such Excess Proceeds in accordance with the Lessee as to such liability or increased liability and the matters referred to clause (B) below:
(i) the Lessor and the Lessee have endeavoured to mitigate or eliminate that liability or increased liability and have failed to do so prior to commencement of the applicable Change of Law; and
(iiII) that liability or increased liability is not covered by insurance or other security which is, with respect to any Prepayment Event described in the opinion of the Lessor acting reasonably, satisfactory having regard to the amount of that liability or increased liability; and
(iii) that liability or potential liability is not removed or terminated by the Lessee moving the Ship to, and if necessary keeping the Ship in, a location or locations where that liability or increased liability would not be incurred or ensuring that the Ship does not enter into any location where that liability or increased liability would be incurred; or
17.2.5 there occurs a Change of Law as a result of which it becomes unlawful for (a) the Lessor to own and/or lease the Ship and/or continue to exercise its rights and/or perform its obligations under any Transaction Document or clause (b) of the definition thereof, apply the relevant Excess Proceeds in accordance with clause (B) below;
(A) without duplication (1) first, to ratably prepay (x) any Transaction Company principal amount of Loans and (y) any accrued but unpaid interest on the Loans, in each case, outstanding on the relevant Prepayment Date, on a dollar-for-dollar basis, (2) second, the then-undrawn portion of the Commitments shall be permanently and irrevocably reduced (or terminated, as applicable) on a dollar-for-dollar basis to continue the extent of any remaining Excess Proceeds not applied pursuant to exercise its rights and/or perform its obligations clause (A)(1) above (it being understood that any Excess Proceeds counted towards reducing Commitments under this clause (A)(2) shall not be reused in clause (A)(3) below), and (3) third, without duplication, to the extent of any Transaction Document remaining Excess Proceeds not applied pursuant to clauses (other than A)(1) or (A)(2) above, in accordance with Section 2.08(b)(ii)(B) of the Time Charter)3-Year DDTL Credit Agreement; and
(B) without duplication (1) first, in accordance with Section 2.08(b)(ii)(A) in the 3-Year DDTL Credit Agreement, (2) second, to ratably prepay (x) any principal amount of Loans and (y) any accrued but unpaid interest on the Loans, in each case, outstanding on the relevant Prepayment Date, on a dollar-for-dollar basis to the extent of any remaining Excess Proceeds not applied pursuant to clause (B)(1) above, and (3) third, the then-undrawn portion of the Commitments shall be permanently and irrevocably reduced (or terminated, as applicable) on a dollar-for-dollar basis to the extent of any remaining Excess Proceeds not applied pursuant to clauses (B)(1) or (B)(2) above.
Appears in 1 contract
Samples: 18 Month Delayed Draw Term Loan Agreement (American International Group, Inc.)
Mandatory Prepayment Events. Each If, at any time, the Lender (acting in a commercially reasonable manner after reasonable consultation with the Borrower) determines that any one of the following shall be a Mandatory Prepayment Event for the purpose of this Agreement:
17.2.1 any of the Transaction Documents (other than the Time Charter) or any provision thereof (i) for any reason is not or ceases to be in full force and effect other than in accordance with its terms or (ii) is declared null and void or (iii) any of the parties to a Transaction Document (other than the Time Charter) shall contest the validity or enforceability of any Transaction Document (other than the Time Charter) or repudiates in writing any Transaction Document (other than the Time Charter) or any of its obligations thereunder or gives notice in writing of its intention to do so;
17.2.2 any consent necessary to enable any Transaction Company to comply with any provision of a Transaction Document (other than the Time Charter) is not granted, expires without being renewed or is revoked and that failure (in the sole opinion of the Lessor, acting in good faith) would have a material adverse effect on the rights of the Lessor under the Transaction Documents (other than the Time Charter) or the ability of any Transaction Company to perform its material obligations under the Transaction Documents (other than the Time Charter) and the Lessee and the Lessor have negotiated in good faith for a period of thirty (30) days to agree an alternative means to continue the transaction contemplated by this Agreement and have been unable to do so;
17.2.3 there shall occur an Environmental Incident in circumstances where the Lessor believes, acting reasonably, that the Lessor is or will be held to be liable to third parties as a result thereof and either (i) such liability will or could, in the reasonable opinion of the Lessor, reasonably be expected to exceed the limit of the Ship’s protection and indemnity insurance, or (ii) the Ship’s protection and indemnity insurers have disclaimed or notified in writing an intention to disclaim liability as regards the Lessor;
17.2.4 there occurs a Change of Law or other change of circumstances which will result in the Lessor incurringevents has occurred:
(a) a liability arising out of its ownership the public announcement (whether or not subsequently amended), including any public announcement as defined in Rule 165(f) of the Ship which it does not have as at Securities Act, by any entity, of any intention to enter into (including, without limitation, any intention of the date Company to solicit or explore strategic alternatives to) any transaction or other event that, if completed, would lead to a Company Change of this Agreement; orControl, Merger Event or Tender Offer;
(b) an increase in liability arising out of its ownership of the Ship over and above that liability which it has as at the date of this AgreementExchange announces that, which liability or increase in liability does not entitle the Lessor to increase the Rental pursuant to the Financial Schedule and is material in the context rules of the Lessor’s maximum existing liabilities arising out Exchange, the ADSs cease (or will cease) to be listed, traded or publicly quoted on the Exchange for any reason, in each case, for ten (10) consecutive Scheduled Trading Days or more;
(c) the suspension of its ownership trading of the Ship from time ADSs on the Exchange or the Company otherwise has its trading privileges on the Exchange revoked or suspended, in each case, for ten (10) consecutive Scheduled Trading Days or more;
(d) an Adjustment Trigger Event;
(e) any event, development or circumstance which could reasonably be expected to time prior to the date of that have a Material Adverse Effect;
(f) a Company Change of Law Control (including a Company Change of Control resulting from a Tender Offer), Company Dissolution, Company Insolvency, Company Insolvency Filing, Merger Event or other change of circumstances and where, Nationalisation occurs;
(g) The aggregate beneficial ownership (as determined by the Lender (acting in either case, following a commercially reasonable manner after reasonable consultation with the Lessee Borrower)) (as to such liability term is used in Sections 13(d) and 14(d) of the Exchange Act) of the Shares or increased liability other voting securities of the Company held by both Xx. Xxxxxx Xxxx and Xx. Xxxxx Xxxxx together in the matters referred to belowCompany falls below thirty per cent. (30%) of the total issued share capital of the Company, then:
(iA) (without prejudice to the rights of the Lender under paragraph (B) below) the Lessor and Lender shall promptly notify the Lessee have endeavoured to mitigate or eliminate that liability or increased liability and have failed to do so prior to commencement Borrower upon becoming aware of the applicable Change of Lawrelevant event; and
(iiB) that liability or increased liability is the Lender may, by not covered by insurance or other security which is, in the opinion of the Lessor acting reasonably, satisfactory having regard less than five (5) Business Days’ notice to the amount of that liability or increased liability; and
(iii) that liability or potential liability is not removed or terminated by Borrower, declare the Lessee moving the Ship toLoan, together with accrued interest, and if necessary keeping all other amounts accrued under the Ship inFinance Documents immediately due and payable, a location or locations where that liability or increased liability would not whereupon the Facility will be incurred or ensuring that the Ship does not enter into any location where that liability or increased liability would be incurred; or
17.2.5 there occurs a Change of Law as a result of which it becomes unlawful for (a) the Lessor to own and/or lease the Ship and/or continue to exercise its rights and/or perform its obligations under any Transaction Document or (b) any Transaction Company to continue to exercise its rights and/or perform its obligations under any Transaction Document (other than the Time Charter)cancelled and all such outstanding amounts will become immediately due and payable.
Appears in 1 contract
Samples: Facility Agreement (Cheng Zheng)
Mandatory Prepayment Events. Each of the following shall be a Mandatory Prepayment Event for the purpose of this Agreement:
17.2.1 any of the Transaction Documents (other than the Time Charter) or any provision thereof (i) for The Company shall, prior to 10:00 a.m., New York City time, not less than three Business Days (or such shorter time as the Administrative Agent may agree in its sole discretion) prior to the occurrence of any reason is not or ceases Prepayment Event (regardless of whether the Net Proceeds thereof would be required to be applied to prepay the Loans or the 18-Month DDTL Loans or reduce Commitments hereunder or commitments in full force and effect other than in accordance with its terms or (ii) is declared null and void or (iii) any respect of the parties 18-Month DDTL Loans), deliver a notice (the “Prepayment Notice”) thereof to a Transaction Document (other than the Time Charter) Administrative Agent, which shall contest set forth the validity or enforceability of any Transaction Document (other than the Time Charter) or repudiates in writing any Transaction Document (other than the Time Charter) or any of its obligations thereunder or gives notice in writing of its intention to do so;
17.2.2 any consent necessary to enable any Transaction Company to comply with any provision of a Transaction Document (other than the Time Charter) is not granted, expires without being renewed or is revoked and that failure (in the sole opinion of the Lessor, acting in good faith) would have a material adverse effect on the rights of the Lessor under the Transaction Documents (other than the Time Charter) or the ability of any Transaction Company to perform its material obligations under the Transaction Documents (other than the Time Charter) and the Lessee and the Lessor have negotiated in good faith for a period of thirty (30) days to agree an alternative means to continue the transaction contemplated by this Agreement and have been unable to do so;
17.2.3 there shall occur an Environmental Incident in circumstances where the Lessor believes, acting reasonably, that the Lessor is or will be held to be liable to third parties as a result thereof and either (i) aggregate proceeds from such liability will or couldPrepayment Event, in the reasonable opinion of the Lessor, reasonably be expected to exceed the limit of the Ship’s protection and indemnity insurance, or (ii) the Ship’s protection Net Proceeds therefrom, and indemnity insurers (iii) the amount of any Loans, 18-Month DDTL Loans, or any interest in respect of the Loans or 18-Month DDTL Loans to be paid, and/or the undrawn portion of any Commitments or commitments in respect of the 18-Month DDTL Loans expected to be permanently reduced and terminated in connection therewith, in each case, in accordance with Section 2.08(b)(ii) below (and any elections the Company may make in respect thereof). Any prepayments made under this Section 2.08(b) shall be subject to the requirements of Section 2.13.
(ii) In the event and on each occasion that any Net Proceeds from any Prepayment Event, when taken together with the aggregate Net Proceeds of all other Prepayment Events that have disclaimed occurred prior thereto, exceeds $500,000,000 (any such excess Net Proceeds, “Excess Proceeds”), the Company shall, on or notified in writing an intention to disclaim liability as regards before the Lessor;
17.2.4 there occurs a Change date (the “Prepayment Date”) that is the third (3rd) Business Day following the receipt of Law or other change of circumstances which will result in the Lessor incurringsuch Excess Proceeds:
(I) with respect to any Prepayment Event described in clause (a) a liability arising out of its ownership of the Ship which it does not have as at definition thereof, apply the date of this Agreement; or
relevant Excess Proceeds in accordance with clause (bB) below, unless the Company makes an increase in liability arising out of its ownership of the Ship over and above that liability which it has as at the date of this Agreement, which liability or increase in liability does not entitle the Lessor to increase the Rental pursuant to the Financial Schedule and is material election in the context of the Lessor’s maximum existing liabilities arising out of its ownership of the Ship from time Prepayment Notice to time prior to the date of that Change of Law or other change of circumstances and whereapply such Excess Proceeds in accordance with clause (A) below, in either which case, following consultation the Company shall apply such Excess Proceeds in accordance with the Lessee as to such liability or increased liability and the matters referred to clause (A) below:
(i) the Lessor and the Lessee have endeavoured to mitigate or eliminate that liability or increased liability and have failed to do so prior to commencement of the applicable Change of Law; and
(iiII) that liability or increased liability is not covered by insurance or other security which is, with respect to any Prepayment Event described in the opinion of the Lessor acting reasonably, satisfactory having regard to the amount of that liability or increased liability; and
(iii) that liability or potential liability is not removed or terminated by the Lessee moving the Ship to, and if necessary keeping the Ship in, a location or locations where that liability or increased liability would not be incurred or ensuring that the Ship does not enter into any location where that liability or increased liability would be incurred; or
17.2.5 there occurs a Change of Law as a result of which it becomes unlawful for (a) the Lessor to own and/or lease the Ship and/or continue to exercise its rights and/or perform its obligations under any Transaction Document or clause (b) of the definition thereof, apply the relevant Excess Proceeds in accordance with clause (A) below;
(A) without duplication (1) first, to ratably prepay (x) any Transaction Company principal amount of Loans and (y) any accrued but unpaid interest on the Loans, in each case, outstanding on the relevant Prepayment Date, on a dollar-for-dollar basis, (2) second, the then-undrawn portion of the Commitments shall be permanently and irrevocably reduced (or terminated, as applicable) on a dollar-for-dollar basis to continue the extent of any remaining Excess Proceeds not applied pursuant to exercise its rights and/or perform its obligations clause (A)(1) above (it being understood that any Excess Proceeds counted towards reducing Commitments under this clause (A)(2) shall not be reused in clause (A)(3) below), and (3) third, without duplication, to the extent of any Transaction Document remaining Excess Proceeds not applied pursuant to clauses (other than A)(1) or (A)(2) above, in accordance with Section 2.08(b)(ii)(B) of the Time Charter)18-Month DDTL Credit Agreement; and
(B) without duplication (1) first, in accordance with Section 2.08(b)(ii)(A) in the 18-Month DDTL Credit Agreement, (2) second, to ratably prepay (x) any principal amount of Loans and (y) any accrued but unpaid interest on the Loans, in each case, outstanding on the relevant Prepayment Date, on a dollar-for-dollar basis to the extent of any remaining Excess Proceeds not applied pursuant to clause (B)(1) above, and (3) third, the then-undrawn portion of the Commitments shall be permanently and irrevocably reduced (or terminated, as applicable) on a dollar-for-dollar basis to the extent of any remaining Excess Proceeds not applied pursuant to clauses (B)(1) or (B)(2) above.
Appears in 1 contract
Samples: Term Loan Agreement (American International Group, Inc.)
