Common use of Notification of Conversion Election; Calculations in respect of Available Holder Amounts Clause in Contracts

Notification of Conversion Election; Calculations in respect of Available Holder Amounts. If on or prior to the third Business Day prior to the related Payment Date and so long as a Default Notice has not been issued, an Acceleration Default has not occurred and a DSCR Failure has not occurred and will not occur on the next succeeding Payment Date, each of the Borrower and Guarantor have advised the Administrative Agent that an ACS Group Aircraft will undergo an ACS Group Aircraft Conversion and the conditions set forth in Section 5.02(i) have been satisfied (such event, a “Conversion Election”), the Administrative Agent shall provide notice to the Borrower and the Guarantor of its calculations of the amount (the “Available Holder Amount”) available (after giving effect to all Prior Ranking Amounts) to pay the Holder of the Class E Securities and the Shareholders in accordance with Section 3.08(a) for such Payment Date and whether such Available Holder Amount (after giving effect to any prior transfers to the Aircraft Conversion Account of Available Holder Amounts or contributions from the Holders of the Class E Securities or the Shareholders in respect of such ACS Group Aircraft Conversion and amounts in the Maintenance Reserve Account attributable to such ACS Group Aircraft) is sufficient to fund the obligations in respect of such ACS Group Aircraft Conversion in full. As soon as practicable after receipt of such calculations, but in no event later than 12:00 p.m. (New York City time) on the date which is the second Business Day prior to the related Payment Date, each of the Borrower and the Guarantor shall advise the Administrative Agent as to whether the Available Holder Amount should be paid to the Holders of the Class E Securities and the Shareholders pro rata according to the Applicable Allocation Percentage for such Payment Date or should, in lieu of such payment, be transferred in whole or in part to the Aircraft Conversion Account to discharge any obligations in respect of such ACS Group Aircraft Conversion. In the absence of a Conversion Election, the Available Holder Amount shall not be transferred to the Aircraft Conversion Account and shall be applied in accordance with the payment priorities set forth in Section 3.08(a) hereof.