Payments Generally; Allocation of Proceeds; Sharing of Set-offs. (a) Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, Section 2.16, Section 2.17, or otherwise) to the Applicable Agent prior to 1:00 p.m., Local Time, on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Applicable Agent be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All payments to the Administrative Agent shall be made at its offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Street, 8th Floor, Mail Code IL1-1190, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or wire transfer to an account designated by the Administrative Agent, except payments to be made directly to the Issuing Bank with respect to US Letters of Credit or US Swingline Lender as expressly provided herein and except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments to the Canadian Administrative Agent shall be made at its offices at Royal Bank Plaza, South Tower, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ MJ5 2J2 or wire transfer to an account designated by the Canadian Administrative Agent except payments to be made directly to the Issuing Bank with respect to Canadian Letters of Credit or Canadian Swingline Lender as expressly provided herein and except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments made to the UK Administrative Agent shall be made at its offices at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ or wire transfer to an account designated by the UK Administrative Agent except payments to be made directly to the Issuing Bank with respect to UK Letters of Credit or UK Swingline Lender as expressly provided herein and except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments made to the UAE Administrative Agent or the Issuing Bank with respect to UAE Letters of Credit shall be made at its offices as set forth in the UAE Joinder Agreement, except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments made to the Singapore Administrative Agent shall be made at its offices as set forth in the Singapore Joinder Agreement or the Issuing Bank with respect to Singapore Letters of Credit, except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. Each Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars (unless such payment is a payment of principal or interest on C$ Denominated Loans, BPS Denominated Loans, Euro Denominated Loans, Singapore Dollar Denominated Loans or Australian Dollar Denominated Loans, in which case such payments shall be made in C$, British Pounds Sterling, Euros, Singapore Dollars or Australian Dollars, as appropriate). At all times that full cash dominion is in effect pursuant to the terms and conditions of the US Security Agreement, solely for purposes of determining the amount of US Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral owned by the US Borrower or any Eligible US Subsidiary shall be applied in whole or in part against the US Secured Obligations on the Business Day after receipt, subject to actual collection. At all times that full cash dominion is in effect pursuant the terms and conditions of the Canadian Security Agreement, solely for purposes of determining the amount of Canadian Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Canadian Collateral shall be applied in whole or in part against the Canadian Secured Obligations, on the Business Day after receipt, subject to actual collection. Solely for purposes of determining the amount of UK Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any UK Collateral shall be applied in whole or in part against the UK Secured Obligations, on the Business Day after receipt, subject to actual collection. Solely for purposes of determining the amount of UAE Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any UAE Collateral shall be applied in whole or in part against the UAE Secured Obligations, on the Business Day after receipt, subject to actual collection. Solely for purposes of determining the amount of Singapore Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Singapore Collateral shall be applied in whole or in part against the Singapore Secured Obligations, on the Business Day after receipt, subject to actual collection. (b) Any proceeds of the US Loan Parties’ Collateral received by the US Collateral Agent or the Administrative Agent (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the US Borrower), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (C) amounts to be applied from the Collection Account when full cash dominion is in effect pursuant to the terms and conditions of the US Security Agreement (which shall be applied in accordance with Section 2.10(f)) or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agents (other than the UAE Administrative Agent, the UAE Collateral Agent, the Singapore Administrative Agent and the Singapore Collateral Agent) and the Issuing Banks from any Loan Party (other than UAE Loan Parties and Singapore Loan Parties and other than in connection with Banking Services or Swap Obligations), second, to pay any fees or expense reimbursements then due to the US Revolving Lenders from the US Borrower (other than in connection with Banking Services or Swap Obligations), third, to pay interest due in respect of the US Protective Advances, fourth, to pay the principal of the US Protective Advances, fifth, to pay interest then due and payable on the US Loans (other than the US Protective Advances) ratably, sixth, to prepay principal on the US Loans (other than US Protective Advances) and unreimbursed LC Disbursements with respect to US Letters of Credit ratably, seventh, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash in the applicable currency in which such Letter of Credit was issued to the Administrative Agent equal to one hundred two percent (102%) of the aggregate undrawn face amount of all outstanding US Letters of Credit with respect to US Letters of Credit to be held as cash collateral for such Obligations, eighth, to pay any fees or expense reimbursements then due to the Lenders from the Canadian Borrower and the UK Borrower (other than in connection with Banking Services or Swap Obligations), ninth, to pay interest due in respect of the Canadian Protective Advances and the UK Protective Advances, tenth, to pay the principal of the Canadian Protective Advances and the UK Protective Advances, eleventh, to pay interest then due and payable on the Canadian Loans (other than the Canadian Protective Advances) and the UK Loans (other than the UK Protective Advances) ratably, twelfth, to prepay principal on the Canadian Loans (other than Canadian Protective Advances) and on the UK Loans (other than UK Protective Advances) and unreimbursed LC Disbursements with respect to UK Letters of Credit and Canadian Letters of Credit, thirteenth, to the extent an Event of Default has occurred and is continuing to pay an amount in cash, in the applicable currency in which such Letters of Credit were issued, to the UK Administrative Agent and the Canadian Administrative Agent equal to one hundred two percent (102%) of the aggregate amount of all outstanding UK Letters of Credit and Canadian Letters of Credit to be held as cash collateral for such obligations, fourteenth, to the payment of any other Secured Obligation due to the US Administrative Agent, US Collateral Agent, UK Administrative Agent, UK Collateral Agent, Canadian Administrative Agent, Canadian Collateral Agent or US Revolving Lenders, UK Revolving Lenders or Canadian Revolving Lenders by any of the Loan Parties (other than in connection with Banking Services and Swap Obligations), fifteenth, to payment of any amounts owing by any US Loan Party with respect to Banking Services and Swap Obligations, sixteenth, to the payment of any amounts owing by any Canadian Loan Party or UK Loan Party with respect to Banking Services and Swap Obligations, sixteenth to pay any fees, indemnities or expense reimbursements due to the Singapore Administrative Agent, the Singapore Collateral Agent, the UAE Administrative Agent and the UAE Collateral Agent and the Issuing Bank with respect to Singapore Letters of Credit and UAE Letters of Credit (other than in connection with Banking Services and Swap Obligations), seventeenth, to pay any fees or expense reimbursements then due to the Singapore Revolving Lenders and UAE Revolving Lenders from the Singapore Borrower and the UAE Borrower (other than in connection with Banking Services or Swap Obligations), eighteenth, to pay interest due in respect of the Singapore Protective Advances and the UAE Protective Advances, nineteenth, to pay the principal of the Singapore Protective Advances and the UAE Protective Advances, twentieth, to pay interest then due and payable on the Singapore Loans (other than the Singapore Protective Advances) and the UAE Loans (other than the UAE Protective Advances) ratably, twenty-first, to prepay principal on the Singapore Loans (other than Singapore Protective Advances) and on the UAE Loans (other than UAE Protective Advances), and on reimbursed LC Drawings with respect to Singapore Letters of Credit and UAE Letters of Credit, twenty-second, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash, in the applicable currency in which such Letters of Credit were issued, to the UAE Administrative Agent and the Singapore Administrative Agent equal to one hundred two percent (102%) of the aggregate amount of all outstanding UAE Letters of Credit and Singapore Letters of Credit to be held as cash collateral for such obligations, twenty-third, to the payment of any other UAE Secured Obligations or Singapore Secured Obligations other than in connection with Banking Services and Swap Obligations, and twenty-fourth, to the payment of any amounts owing by the UAE Loan Parties and Singapore Loan Parties in respect of Banking Services and Swap Obligations. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless an Event of Default is in existence, neither the Administrative Agent nor any Revolving Lender shall apply any payment which it receives to any Eurocurrency Loan of a Class, except (1) on the expiration date of the Interest Period applicable to any such Eurocurrency Loan or (2) in the event, and only to the extent, that there are no outstanding ABR Loans of the same Class and, in any event, the applicable Borrower shall pay the break funding payment required in accordance with Section 2.16. The Administrative Agent and the Revolving Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) Any proceeds of the Canadian Collateral received by the Canadian Collateral Agent or the Canadian Administrative Agent (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Canadian Borrower), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (C) amounts to be applied from the Collection Account when full cash dominion is in effect pursuant to the terms and conditions of the Canadian Security Agreement (which shall be applied in accordance with Section 2.10(g)) or (ii) after an Event of Default has occurred and is continuing and the Canadian Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agents (other than the US Administrative Agent, the US Collateral Agent, the UAE Administrative Agent, the UAE Collateral Agent, the Singapore Administrative Agent, and the Singapore Collateral Agent) and the Issuing Bank from any Loan Party (other than US Loan Parties, UAE Loan Parties and Singapore Loan Parties and other than in connection with Banking Services or Swap Obligations), second, to pay any fees or expense reimbursements then due to the Canadian Revolving Lenders from the Canadian Borrower (other than in connection with Banking Services or Swap Obligations), third, to pay interest due in respect of the Canadian Protective Advances, fourth, to pay the principal of the Canadian Protective Advances, fifth, to pay interest then due and payable on the Canadian Loans (other than Canadian Protective Advances) ratably, sixth, to prepay principal on the Canadian Loans (other than Canadian Protective Advances) and unreimbursed LC Disbursements with respect to Canadian Letters of Credit, seventh, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash in the applicable currency in which such Letters of Credit were issued, to the Canadian Administrative Agent with respect to Canadian Letters of Credit equal to one hundred two percent (102%) of the aggregate amount of all outstanding Canadian Letters of Credit to be held as cash collateral for such obligations, eighth, to the payment of any other Secured Obligations due to the Canadian Administrative Agent, Canadian Collateral Agent and any Canadian Revolving Lender by the Canadian Borrower other than with respect to Banking Services and Swap Obligations, ninth, to pay any fees or expense reimbursements then due to the UK Revolving Lenders from the UK Borrower (other than in connection with Banking Services or Swap Obligations), tenth, to pay interest due in respect of the UK Protective Advances, eleventh, to pay the principal of the UK Protective Advances, twelfth, to pay interest then due and payable on the UK Loans (other than the UK Protective Advances) ratably, thirteenth, to prepay principal on the UK Loans (other than UK Protective Advances) and unreimbursed LC Disbursements with respect to UK Letters of Credit ratably, fourteenth, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash, in the applicable currency in which such Letters of Credit were issued, to the UK Administrative Agent equal to one hundred two percent (102%) of the aggregate amount of all outstanding UK Letters of Credit and Canadian Letters of Credit to be held as cash collateral for such obligations, fifteenth, to the payment of any other Secured Obligations due to the UK Administrative Agent, the UK Collateral Agent, and any UK Re
Appears in 4 contracts
Sources: Credit Agreement (Edgen Group Inc.), Credit Agreement (Edgen Group Inc.), Credit Agreement (Edgen Group Inc.)
Payments Generally; Allocation of Proceeds; Sharing of Set-offs. (a) Each Borrower The Borrowers shall make each payment required to be made by it them hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, Section 2.16, Section 2.16 or 2.17, or otherwise) to the Applicable Agent prior to 1:00 2:00 p.m., Local TimeChicago time, on the date when due, in immediately available funds, without set set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Applicable Administrative Agent or the Canadian Administrative Agent, as applicable, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent shall be made at its offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Street, 8th Floor, Mail Code IL1-1190, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or wire transfer to an account designated by the Administrative Agent, except payments to be made directly to the Issuing Bank with respect to US Letters of Credit or US Swingline Lender as expressly provided herein and except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments to the Canadian Administrative Agent shall be made at its offices at Royal Bank Plaza, South Tower, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ MJ5 2J2 ▇▇, except (i) payments of principal, interest, fees or wire transfer reimbursements of LC Disbursements relating to an account designated by any Canadian Loan or Canadian Letter of Credit shall be made to the Canadian Administrative Agent except payments to be made directly to the Issuing Bank with respect to Canadian Letters of Credit or Canadian Swingline Lender as expressly provided herein and except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments made to the UK Administrative Agent shall be made at its offices at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ or wire transfer to an account designated by the UK Administrative Agent except Bank Plaza, Floor 18, Toronto M57 2J2 Canada, (ii) payments to be made directly to the an Issuing Bank with respect to UK Letters of Credit or UK Swingline Lender as expressly provided herein shall be made to such Issuing Bank or Swingline Lender, and except that (iii) payments pursuant to Section Sections 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments made to the UAE Administrative Agent or the Issuing Bank with respect to UAE Letters of Credit shall be made at its offices as set forth in the UAE Joinder Agreement, except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments made to the Singapore Administrative Agent shall be made at its offices as set forth in the Singapore Joinder Agreement or the Issuing Bank with respect to Singapore Letters of Credit, except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. Each of the Administrative Agent and the Canadian Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient recipient, in like funds, promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars the currency in which the applicable Obligations are denominated (unless such payment is a payment subject to the proviso set forth in the first sentence of principal or interest on C$ Denominated LoansSection 1.05), BPS Denominated Loansand, Euro Denominated Loans, Singapore Dollar Denominated Loans or Australian Dollar Denominated Loansif not otherwise specified, in which case such payments shall be made in C$, British Pounds Sterling, Euros, Singapore Dollars or Australian Dollars, as appropriate). At all times that full cash dominion is in effect pursuant to the terms and conditions of the US Security Agreement, solely for purposes of determining the amount of US Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral owned by the US Borrower or any Eligible US Subsidiary shall be applied in whole or in part against the US Secured Obligations on the Business Day after receipt, subject to actual collection. At all times that full cash dominion is in effect pursuant the terms and conditions of the Canadian Security Agreement, solely for purposes of determining the amount of Canadian Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Canadian Collateral shall be applied in whole or in part against the Canadian Secured Obligations, on the Business Day after receipt, subject to actual collection. Solely for purposes of determining the amount of UK Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any UK Collateral shall be applied in whole or in part against the UK Secured Obligations, on the Business Day after receipt, subject to actual collection. Solely for purposes of determining the amount of UAE Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any UAE Collateral shall be applied in whole or in part against the UAE Secured Obligations, on the Business Day after receipt, subject to actual collection. Solely for purposes of determining the amount of Singapore Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Singapore Collateral shall be applied in whole or in part against the Singapore Secured Obligations, on the Business Day after receipt, subject to actual collectiondollars.
(b) Any proceeds of the US Loan Parties’ Collateral received by the US Collateral Administrative Agent or the Canadian Administrative Agent (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the US Borrower), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (C) amounts to be applied from the Collection Account when full cash dominion is in effect pursuant to the terms and conditions of the US Security Agreement (which shall be applied in accordance with Section 2.10(f)) or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent or the Canadian Administrative Agent so elects elects, or the Required Lenders so direct, such funds shall be applied ratably (based in respect of each of the following separate categories, computed independently of the other categories, on each Lender Party’s interest in the aggregate specific type of outstanding Secured Obligations described within (and only within) each specific category of Secured Obligations listed respectively below) first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agents (other than the UAE Administrative Agent, the UAE Collateral Canadian Administrative Agent, and each Issuing Bank from the Singapore Administrative Agent and the Singapore Collateral Agent) and the Issuing Banks from any Loan Party Borrowers (other than UAE Loan Parties and Singapore Loan Parties and other than in connection with Banking Services or Swap Obligations), second, to pay any fees or expense reimbursements then due to the US Revolving Lenders from the US Borrower Borrowers (other than in connection with Banking Services or Swap Obligations), third, to pay interest due in respect of the US Swingline Loans, Overadvances and Protective Advances, fourth, to pay the principal of the US Swingline Loans, Overadvances and Protective Advances, fifth, to pay interest then due and payable on the US Loans (other than the US Swingline Loans, Overadvances and Protective Advances) ratably), sixth, to prepay principal on the US Loans (other than US Swingline Loans, Overadvances and Protective Advances) and unreimbursed LC Disbursements with respect to US Letters of Credit ratablyDisbursements, seventh, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash in the applicable currency in which such Letter of Credit was issued to the Administrative Agent equal to one hundred two three percent (102103%) of the aggregate undrawn face U.S. LC Exposure, and to pay an amount to the Canadian Administrative Agent equal to one hundred three percent (103%) of all outstanding US Letters of Credit with respect to US Letters of Credit the Canadian LC Exposure, to be held as cash collateral for such Obligations, eighth, to pay any fees or expense reimbursements then due amounts owing to the Lenders from and their Affiliates with respect to Specified Foreign Credit Extensions up to and including the Canadian Borrower and amount most recently provided to the UK Borrower (other than in connection with Banking Services or Swap Obligations)Administrative Agent pursuant to Section 2.22, ninth, to pay interest due in any amounts owing to the Lenders and their Affiliates with respect of to Banking Services up to and including the Canadian Protective Advances amount most recently provided to the Administrative Agent pursuant to Section 2.22, Swap Obligations up to and including the UK Protective Advancesamount most recently provided to the Administrative Agent pursuant to Section 2.22 and Foreign Credit Extensions (other than Specified Foreign Credit Extensions), and tenth, to pay the principal of the Canadian Protective Advances and the UK Protective Advances, eleventh, to pay interest then due and payable on the Canadian Loans (other than the Canadian Protective Advances) and the UK Loans (other than the UK Protective Advances) ratably, twelfth, to prepay principal on the Canadian Loans (other than Canadian Protective Advances) and on the UK Loans (other than UK Protective Advances) and unreimbursed LC Disbursements with respect to UK Letters of Credit and Canadian Letters of Credit, thirteenth, to the extent an Event of Default has occurred and is continuing to pay an amount in cash, in the applicable currency in which such Letters of Credit were issued, to the UK Administrative Agent and the Canadian Administrative Agent equal to one hundred two percent (102%) of the aggregate amount of all outstanding UK Letters of Credit and Canadian Letters of Credit to be held as cash collateral for such obligations, fourteenth, to the payment of any other Secured Obligation due to the US Administrative Agent, US Collateral Agent, UK Administrative Agent, UK Collateral Agent, Canadian Administrative Agent, Canadian Collateral Agent or US Revolving Lenders, UK Revolving Lenders or Canadian Revolving Lenders by any of the Loan Parties (other than in connection with Banking Services and Swap Obligations), fifteenth, to payment of any amounts owing by any US Loan Party with respect to Banking Services and Swap Obligations, sixteenth, to the payment of any amounts owing by any Canadian Loan Party or UK Loan Party with respect to Banking Services and Swap Obligations, sixteenth to pay any fees, indemnities or expense reimbursements due to the Singapore Administrative Agent, the Singapore Collateral Agent, the UAE Canadian Administrative Agent and the UAE Collateral Agent and the Issuing Bank with respect to Singapore Letters of Credit and UAE Letters of Credit (other than in connection with Banking Services and Swap Obligations), seventeenth, to pay or any fees or expense reimbursements then due to the Singapore Revolving Lenders and UAE Revolving Lenders from the Singapore Borrower and the UAE Borrower (other than in connection with Banking Services or Swap Obligations), eighteenth, to pay interest due in respect of the Singapore Protective Advances and the UAE Protective Advances, nineteenth, to pay the principal of the Singapore Protective Advances and the UAE Protective Advances, twentieth, to pay interest then due and payable on the Singapore Loans (other than the Singapore Protective Advances) and the UAE Loans (other than the UAE Protective Advances) ratably, twenty-first, to prepay principal on the Singapore Loans (other than Singapore Protective Advances) and on the UAE Loans (other than UAE Protective Advances), and on reimbursed LC Drawings with respect to Singapore Letters of Credit and UAE Letters of Credit, twenty-second, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash, in the applicable currency in which such Letters of Credit were issued, to the UAE Administrative Agent and the Singapore Administrative Agent equal to one hundred two percent (102%) of the aggregate amount of all outstanding UAE Letters of Credit and Singapore Letters of Credit to be held as cash collateral for such obligations, twenty-third, to the payment of any other UAE Secured Obligations or Singapore Secured Obligations other than in connection with Banking Services and Swap Obligations, and twenty-fourth, to the payment of any amounts owing Lender by the UAE Loan Parties and Singapore Loan Parties in respect of Banking Services and Swap ObligationsBorrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless an Event of a Default is in existence, neither the Administrative Agent Agent, the Canadian Administrative Agent, nor any Revolving Lender shall apply any payment which it receives to any Eurocurrency Eurodollar Loan or CDOR Rate Loan of a Class, except (1a) on the expiration date of the Interest Period applicable to any such Eurocurrency Eurodollar Loan or such CDOR Rate Loan or (2b) in the event, and only to the extent, with respect to CDOR Rate Loans, that there are no outstanding Canadian Prime Rate Loans of the same Class, and with respect to Eurodollar Loans, that there are no outstanding ABR Loans of the same Class and, in any such event, the applicable Borrower Borrowers shall pay the break funding payment required in accordance with Section 2.16. The Administrative Agent, the Canadian Administrative Agent and the Revolving Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. Notwithstanding the foregoing but subject to Section 9.20, any such application of proceeds from Collateral securing solely the Canadian Obligations shall be made solely in respect of Canadian Obligations.
(c) Any proceeds At the election of the Canadian Collateral received by the Canadian Collateral Administrative Agent or the Canadian Administrative Agent (i) not constituting either (A) a specific payment Agent, as the case may be, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees or and expenses pursuant to Section 9.03), and other sum sums payable under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of any Borrower maintained with the Administrative Agent or the Canadian Administrative Agent. Each Borrower hereby irrevocably authorizes (i) the Administrative Agent or the Canadian Administrative Agent, as applicable, to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (which including Swingline Loans and Overadvances, but such a Borrowing may only constitute a Protective Advance if it is to reimburse costs, fees and expenses as described in Section 9.03) and that all such Borrowings shall be applied as specified by the Canadian Borrower), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (C) amounts deemed to be applied from the Collection Account when full cash dominion is in effect have been requested pursuant to the terms Sections 2.03, 2.04 or 2.05, as applicable and conditions of the Canadian Security Agreement (which shall be applied in accordance with Section 2.10(g)) or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent or the Canadian Administrative Agent, as applicable, to charge any deposit account of any Borrower maintained with the Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agents (other than the US Canadian Administrative Agent, as applicable, for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the US Collateral AgentLoan Documents.
(d) If any Lender shall, the UAE Administrative Agentby exercising any right of set-off or counterclaim or otherwise, the UAE Collateral Agent, the Singapore Administrative Agent, and the Singapore Collateral Agent) and the Issuing Bank from any Loan Party (other than US Loan Parties, UAE Loan Parties and Singapore Loan Parties and other than in connection with Banking Services or Swap Obligations), second, to pay any fees or expense reimbursements then due to the Canadian Revolving Lenders from the Canadian Borrower (other than in connection with Banking Services or Swap Obligations), third, to pay interest due obtain payment in respect of the Canadian Protective Advances, fourth, to pay the any principal of the Canadian Protective Advances, fifth, to pay or interest then due and payable on the Canadian any of its Loans (other than Canadian Protective Advances) ratably, sixth, to prepay principal on the Canadian Loans (other than Canadian Protective Advances) and unreimbursed or participations in LC Disbursements with respect to Canadian Letters resulting in such Lender receiving payment of Credit, seventh, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash in the applicable currency in which such Letters of Credit were issued, to the Canadian Administrative Agent with respect to Canadian Letters of Credit equal to one hundred two percent (102%) a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all outstanding Canadian Letters such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Credit principal of and accrued interest on their respective Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be held construed to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as cash collateral consideration for such obligationsthe assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, eighthother than to the Borrowers or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.
(e) Unless the Administrative Agent shall have received notice from the Borrower Representative prior to the date on which any payment of any other Secured Obligations is due to the Administrative Agent or the Canadian Administrative Agent, as applicable, for the account of the Lenders or an Issuing Bank hereunder that the Borrowers will not make such payment, the Administrative Agent or the Canadian Collateral Administrative Agent, as applicable, may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders or the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent or the Canadian Administrative Agent, as applicable, forthwith on demand the amount so distributed to such Lender or such Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent or the Canadian Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent or the Canadian Administrative Agent, as applicable, in accordance with banking industry rules on interbank compensation.
(f) If any Lender shall fail to make any payment required to be made by it hereunder, then the Administrative Agent and, if applicable, the Canadian Revolving Administrative Agent, may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent or the Canadian Administrative Agent, as applicable, for the account of such Lender to satisfy such Lender’s obligations hereunder until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and apply any such amounts to, any future funding obligations of such Lender hereunder; application of amounts pursuant to (i) and (ii) above shall be made in such order as may be determined by the Administrative Agent or the Canadian Administrative Agent, as applicable, in its discretion.
(g) Notwithstanding the foregoing, unless requested otherwise by the Canadian Borrower other than with respect (i) no Borrowings shall be made to Banking Services the Canadian Borrower for the purpose of paying any U.S. Obligations; and Swap Obligations, ninth, (ii) deposit accounts of the Canadian Borrower may only be charged to pay any fees or expense reimbursements then due to the UK Revolving Lenders from the UK Borrower (other than in connection with Banking Services or Swap Canadian Obligations), tenth, to pay interest due in respect of the UK Protective Advances, eleventh, to pay the principal of the UK Protective Advances, twelfth, to pay interest then due and payable on the UK Loans (other than the UK Protective Advances) ratably, thirteenth, to prepay principal on the UK Loans (other than UK Protective Advances) and unreimbursed LC Disbursements with respect to UK Letters of Credit ratably, fourteenth, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash, in the applicable currency in which such Letters of Credit were issued, to the UK Administrative Agent equal to one hundred two percent (102%) of the aggregate amount of all outstanding UK Letters of Credit and Canadian Letters of Credit to be held as cash collateral for such obligations, fifteenth, to the payment of any other Secured Obligations due to the UK Administrative Agent, the UK Collateral Agent, and any UK Re.
Appears in 1 contract
Payments Generally; Allocation of Proceeds; Sharing of Set-offs. (a) Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, Section 2.16, Section 2.17, or otherwise) to the Applicable Agent prior to 1:00 p.m., Local Time, on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Applicable Agent be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All payments to the Administrative Agent shall be made at its offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Street, 8th Floor, Mail Code IL1-1190, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or wire transfer to an account designated by the Administrative Agent, except payments to be made directly to the Issuing Bank with respect to US Letters of Credit or US Swingline Lender as expressly provided herein and except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments to the Canadian Administrative Agent shall be made at its offices at Royal Bank Plaza, South Tower, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ MJ5 2J2 or wire transfer to an account designated by the Canadian Administrative Agent except payments to be made directly to the Issuing Bank with respect to Canadian Letters of Credit or Canadian Swingline Lender as expressly provided herein and except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments made to the UK Administrative Agent shall be made at its offices at ▇▇12▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ or ▇r wire transfer to an account designated by the UK Administrative Agent except payments to be made directly to the Issuing Bank with respect to UK Letters of Credit or UK Swingline Lender as expressly provided herein and except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments made to the UAE Administrative Agent or the Issuing Bank with respect to UAE Letters of Credit shall be made at its offices as set forth in the UAE Joinder Agreement, except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments made to the Singapore Administrative Agent shall be made at its offices as set forth in the Singapore Joinder Agreement or the Issuing Bank with respect to Singapore Letters of Credit, except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. Each Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars (unless such payment is a payment of principal or interest on C$ Denominated Loans, BPS Denominated Loans, Euro Denominated Loans, Singapore Dollar Denominated Loans or Australian Dollar Denominated Loans, in which case such payments shall be made in C$, British Pounds Sterling, Euros, Singapore Dollars or Australian Dollars, as appropriate). At all times that full cash dominion is in effect pursuant to the terms and conditions of the US Security Agreement, solely for purposes of determining the amount of US Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral owned by the US Borrower or any Eligible US Subsidiary shall be applied in whole or in part against the US Secured Obligations on the Business Day after receipt, subject to actual collection. At all times that full cash dominion is in effect pursuant the terms and conditions of the Canadian Security Agreement, solely for purposes of determining the amount of Canadian Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Canadian Collateral shall be applied in whole or in part against the Canadian Secured Obligations, on the Business Day after receipt, subject to actual collection. Solely for purposes of determining the amount of UK Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any UK Collateral shall be applied in whole or in part against the UK Secured Obligations, on the Business Day after receipt, subject to actual collection. Solely for purposes of determining the amount of UAE Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any UAE Collateral shall be applied in whole or in part against the UAE Secured Obligations, on the Business Day after receipt, subject to actual collection. Solely for purposes of determining the amount of Singapore Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Singapore Collateral shall be applied in whole or in part against the Singapore Secured Obligations, on the Business Day after receipt, subject to actual collection.
(b) Any proceeds of the US Loan Parties’ Collateral received by the US Collateral Agent or the Administrative Agent (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the US Borrower), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (C) amounts to be applied from the Collection Account when full cash dominion is in effect pursuant to the terms and conditions of the US Security Agreement (which shall be applied in accordance with Section 2.10(f)) or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agents (other than the UAE Administrative Agent, the UAE Collateral Agent, the Singapore Administrative Agent and the Singapore Collateral Agent) and the Issuing Banks from any Loan Party (other than UAE Loan Parties and Singapore Loan Parties and other than in connection with Banking Services or Swap Obligations), second, to pay any fees or expense reimbursements then due to the US Revolving Lenders from the US Borrower (other than in connection with Banking Services or Swap Obligations), third, to pay interest due in respect of the US Protective Advances, fourth, to pay the principal of the US Protective Advances, fifth, to pay interest then due and payable on the US Loans (other than the US Protective Advances) ratably, sixth, to prepay principal on the US Loans (other than US Protective Advances) and unreimbursed LC Disbursements with respect to US Letters of Credit ratably, seventh, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash in the applicable currency in which such Letter of Credit was issued to the Administrative Agent equal to one hundred two percent (102%) of the aggregate undrawn face amount of all outstanding US Letters of Credit with respect to US Letters of Credit to be held as cash collateral for such Obligations, eighth, to pay any fees or expense reimbursements then due to the Lenders from the Canadian Borrower and the UK Borrower (other than in connection with Banking Services or Swap Obligations), ninth, to pay interest due in respect of the Canadian Protective Advances and the UK Protective Advances, tenth, to pay the principal of the Canadian Protective Advances and the UK Protective Advances, eleventh, to pay interest then due and payable on the Canadian Loans (other than the Canadian Protective Advances) and the UK Loans (other than the UK Protective Advances) ratably, twelfth, to prepay principal on the Canadian Loans (other than Canadian Protective Advances) and on the UK Loans (other than UK Protective Advances) and unreimbursed LC Disbursements with respect to UK Letters of Credit and Canadian Letters of Credit, thirteenth, to the extent an Event of Default has occurred and is continuing to pay an amount in cash, in the applicable currency in which such Letters of Credit were issued, to the UK Administrative Agent and the Canadian Administrative Agent equal to one hundred two percent (102%) of the aggregate amount of all outstanding UK Letters of Credit and Canadian Letters of Credit to be held as cash collateral for such obligations, fourteenth, to the payment of any other Secured Obligation due to the US Administrative Agent, US Collateral Agent, UK Administrative Agent, UK Collateral Agent, Canadian Administrative Agent, Canadian Collateral Agent or US Revolving Lenders, UK Revolving Lenders or Canadian Revolving Lenders by any of the Loan Parties (other than in connection with Banking Services and Swap Obligations), fifteenth, to payment of any amounts owing by any US Loan Party with respect to Banking Services and Swap Obligations, sixteenth, to the payment of any amounts owing by any Canadian Loan Party or UK Loan Party with respect to Banking Services and Swap Obligations, sixteenth to pay any fees, indemnities or expense reimbursements due to the Singapore Administrative Agent, the Singapore Collateral Agent, the UAE Administrative Agent and the UAE Collateral Agent and the Issuing Bank with respect to Singapore Letters of Credit and UAE Letters of Credit (other than in connection with Banking Services and Swap Obligations), seventeenth, to pay any fees or expense reimbursements then due to the Singapore Revolving Lenders and UAE Revolving Lenders from the Singapore Borrower and the UAE Borrower (other than in connection with Banking Services or Swap Obligations), eighteenth, to pay interest due in respect of the Singapore Protective Advances and the UAE Protective Advances, nineteenth, to pay the principal of the Singapore Protective Advances and the UAE Protective Advances, twentieth, to pay interest then due and payable on the Singapore Loans (other than the Singapore Protective Advances) and the UAE Loans (other than the UAE Protective Advances) ratably, twenty-first, to prepay principal on the Singapore Loans (other than Singapore Protective Advances) and on the UAE Loans (other than UAE Protective Advances), and on reimbursed LC Drawings with respect to Singapore Letters of Credit and UAE Letters of Credit, twenty-second, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash, in the applicable currency in which such Letters of Credit were issued, to the UAE Administrative Agent and the Singapore Administrative Agent equal to one hundred two percent (102%) of the aggregate amount of all outstanding UAE Letters of Credit and Singapore Letters of Credit to be held as cash collateral for such obligations, twenty-third, to the payment of any other UAE Secured Obligations or Singapore Secured Obligations other than in connection with Banking Services and Swap Obligations, and twenty-fourth, to the payment of any amounts owing by the UAE Loan Parties and Singapore Loan Parties in respect of Banking Services and Swap Obligations. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless an Event of Default is in existence, neither the Administrative Agent nor any Revolving Lender shall apply any payment which it receives to any Eurocurrency Loan of a Class, except (1) on the expiration date of the Interest Period applicable to any such Eurocurrency Loan or (2) in the event, and only to the extent, that there are no outstanding ABR Loans of the same Class and, in any event, the applicable Borrower shall pay the break funding payment required in accordance with Section 2.16. The Administrative Agent and the Revolving Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations.
(c) Any proceeds of the Canadian Collateral received by the Canadian Collateral Agent or the Canadian Administrative Agent (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Canadian Borrower), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (C) amounts to be applied from the Collection Account when full cash dominion is in effect pursuant to the terms and conditions of the Canadian Security Agreement (which shall be applied in accordance with Section 2.10(g)) or (ii) after an Event of Default has occurred and is continuing and the Canadian Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agents (other than the US Administrative Agent, the US Collateral Agent, the UAE Administrative Agent, the UAE Collateral Agent, the Singapore Administrative Agent, and the Singapore Collateral Agent) and the Issuing Bank from any Loan Party (other than US Loan Parties, UAE Loan Parties and Singapore Loan Parties and other than in connection with Banking Services or Swap Obligations), second, to pay any fees or expense reimbursements then due to the Canadian Revolving Lenders from the Canadian Borrower (other than in connection with Banking Services or Swap Obligations), third, to pay interest due in respect of the Canadian Protective Advances, fourth, to pay the principal of the Canadian Protective Advances, fifth, to pay interest then due and payable on the Canadian Loans (other than Canadian Protective Advances) ratably, sixth, to prepay principal on the Canadian Loans (other than Canadian Protective Advances) and unreimbursed LC Disbursements with respect to Canadian Letters of Credit, seventh, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash in the applicable currency in which such Letters of Credit were issued, to the Canadian Administrative Agent with respect to Canadian Letters of Credit equal to one hundred two percent (102%) of the aggregate amount of all outstanding Canadian Letters of Credit to be held as cash collateral for such obligations, eighth, to the payment of any other Secured Obligations due to the Canadian Administrative Agent, Canadian Collateral Agent and any Canadian Revolving Lender by the Canadian Borrower other than with respect to Banking Services and Swap Obligations, ninth, to pay any fees or expense reimbursements then due to the UK Revolving Lenders from the UK Borrower (other than in connection with Banking Services or Swap Obligations), tenth, to pay interest due in respect of the UK Protective Advances, eleventh, to pay the principal of the UK Protective Advances, twelfth, to pay interest then due and payable on the UK Loans (other than the UK Protective Advances) ratably, thirteenth, to prepay principal on the UK Loans (other than UK Protective Advances) and unreimbursed LC Disbursements with respect to UK Letters of Credit ratably, fourteenth, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash, in the applicable currency in which such Letters of Credit were issued, to the UK Administrative Agent equal to one hundred two percent (102%) of the aggregate amount of all outstanding UK Letters of Credit and Canadian Letters of Credit to be held as cash collateral for such obligations, fifteenth, to the payment of any other Secured Obligations due to the UK Administrative Agent, the UK Collateral Agent, and any UK Re
Appears in 1 contract
Payments Generally; Allocation of Proceeds; Sharing of Set-offs. (a) Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, Section 2.16, Section 2.172.17 or Section 2.18, or otherwise) to the Applicable Administrative Agent (if such payment is made in respect of US Loans or Letters of Credit) or to the Canadian Administrative Agent (if such payment is made in respect of Canadian Revolving Loans) prior to 1:00 p.m.11:00 a.m., Local TimeChicago time, on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Applicable Administrative Agent or the Canadian Administrative Agent (as applicable), be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All payments to the Administrative Agent shall be made at its offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ 120 South LaSalle Street, 8th Floor, Mail Code IL1-1190, Chicago, Ill▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇pt payments to be made directly to the I▇▇▇▇▇▇ ▇▇▇▇ ▇▇ or wire transfer to an account designated by the Administrative Agent, except payments to be made directly to the Issuing Bank with respect to US Letters of Credit or US Swingline ▇▇▇▇▇▇▇▇e Lender as expressly provided herein and except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 2.17, Section 2.18 and Section 9.03 9.3 shall be made directly to the Persons entitled thereto. All payments to the Canadian Administrative Agent shall be made at its offices at Royal Bank Plaza, South Tower, 200 Bay Street, Suite 1800, Toronto, Ontario MJ5 2J2. The Administrat▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ MJ5 2J2 or wire transfer to an account designated by the Canadian Administrative Agent except payments to be made directly to the Issuing Bank with respect to Canadian Letters of Credit or Canadian Swingline Lender as expressly provided herein and except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments made to the UK Administrative Agent shall be made at its offices at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ (▇▇ or wire transfer to an account designated by the UK Administrative Agent except payments to be made directly to the Issuing Bank with respect to UK Letters of Credit or UK Swingline Lender as expressly provided herein and except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments made to the UAE Administrative Agent or the Issuing Bank with respect to UAE Letters of Credit shall be made at its offices as set forth in the UAE Joinder Agreement, except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments made to the Singapore Administrative Agent shall be made at its offices as set forth in the Singapore Joinder Agreement or the Issuing Bank with respect to Singapore Letters of Credit, except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. Each Agent ▇pplicable) shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars (unless such payment is a payment of principal or interest on C$ Denominated Loans, BPS Denominated Loans, Euro Denominated Loans, Singapore Dollar Denominated Loans or Australian Dollar Denominated Loans, in which case such payments shall be made in C$, British Pounds Sterling, Euros, Singapore Dollars or Australian Dollars, as appropriate). At all times that full cash dominion is in effect pursuant to the terms and conditions Section 7.3 of the US Security Agreement, solely for purposes of determining the amount of US Revolving Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral owned by the US Borrower or any Eligible US Subsidiary Borrowers shall be applied in whole or in part against the US Secured Obligations Obligations, on the Business Day after day of receipt, subject to actual collection. At all times that full cash dominion is in effect pursuant the terms and conditions of the Canadian Security Agreement, solely for purposes of determining the amount of Canadian Revolving Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral owned by the Canadian Collateral Borrowers shall be applied in whole or in part against the Canadian Secured Obligations, on the Business Day after receipt, subject to actual collection. Solely for purposes day of determining the amount of UK Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any UK Collateral shall be applied in whole or in part against the UK Secured Obligations, on the Business Day after receipt, subject to actual collection. Solely for purposes of determining the amount of UAE Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any UAE Collateral shall be applied in whole or in part against the UAE Secured Obligations, on the Business Day after receipt, subject to actual collection. Solely for purposes of determining the amount of Singapore Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Singapore Collateral shall be applied in whole or in part against the Singapore Secured Obligations, on the Business Day after receipt, subject to actual collection.
(b) Any proceeds of the US Loan Parties’ Borrowers' Collateral, other than Export-Related Priority Collateral (unless such Proceeds of Export-Related Priority Collateral are received at any time that the Export-Related Obligations are paid in full), received by the US Collateral Agent or the Administrative Agent (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the US BorrowerBorrowers), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (C) amounts to be applied from the Collection Account when full cash dominion is in effect pursuant to the terms and conditions Section 7.3 of the US Security Agreement (which shall be applied in accordance with Section 2.10(f2.10(c)) or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agents (other than the UAE Administrative Agent, the UAE Collateral Agent, the Singapore Administrative Agent and the Singapore Collateral Agent) and the Issuing Banks Bank from any Loan Party the US Borrowers (other than UAE Loan Parties and Singapore Loan Parties and other than in connection with Banking Services or Swap Obligations), second, to pay any fees or expense reimbursements then due to the US Revolving Lenders from the US Borrower Borrowers (other than in connection with Banking Services or Swap Obligations), third, to pay interest due in respect of the US Overadvances and US Protective Advances, fourth, to pay the principal of the US Overadvances and US Protective Advances, fifth, to pay interest then due and payable on the US Loans (other than the US Overadvances and US Protective Advances) ratably, sixth, to prepay principal on the US Loans (other than the US Overadvances and US Protective Advances) and unreimbursed LC Disbursements with respect to US Letters of Credit ratably, seventh, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash in the applicable currency in which such Letter of Credit was issued to the Administrative Agent equal to one hundred two five percent (102105%) of the aggregate undrawn face amount of all outstanding US Letters of Credit with respect to US Letters of Credit LC Shortfall Amount, to be held as cash collateral for such Obligations, eighth, to pay any fees fees, indemnities, or expense reimbursements including amounts then due to the Lenders Agents from the Canadian Borrower and the UK Borrower Borrowers (other than in connection with Banking Services or Swap Obligations), ninth, to pay interest due in respect of the Canadian Protective Advances and the UK Protective Advances, tenth, to pay the principal of the Canadian Protective Advances and the UK Protective Advances, eleventh, to pay interest then due and payable on the Canadian Loans (other than the Canadian Protective Advances) and the UK Loans (other than the UK Protective Advances) ratably, twelfth, to prepay principal on the Canadian Loans (other than Canadian Protective Advances) and on the UK Loans (other than UK Protective Advances) and unreimbursed LC Disbursements with respect to UK Letters of Credit and Canadian Letters of Credit, thirteenth, to the extent an Event of Default has occurred and is continuing to pay an amount in cash, in the applicable currency in which such Letters of Credit were issued, to the UK Administrative Agent and the Canadian Administrative Agent equal to one hundred two percent (102%) of the aggregate amount of all outstanding UK Letters of Credit and Canadian Letters of Credit to be held as cash collateral for such obligations, fourteenth, to the payment of any other Secured Obligation due to the US Administrative Agent, US Collateral Agent, UK Administrative Agent, UK Collateral Agent, Canadian Administrative Agent, Canadian Collateral Agent or US Revolving Lenders, UK Revolving Lenders or Canadian Revolving Lenders by any of the Loan Parties (other than in connection with Banking Services and Swap Obligations), fifteenth, to payment of any amounts owing by any US Loan Party with respect to Banking Services and Swap Obligations, sixteenth, to the payment of any amounts owing by any Canadian Loan Party or UK Loan Party with respect to Banking Services and Swap Obligations, sixteenth to pay any fees, indemnities or expense reimbursements due to the Singapore Administrative Agent, the Singapore Collateral Agent, the UAE Administrative Agent and the UAE Collateral Agent and the Issuing Bank with respect to Singapore Letters of Credit and UAE Letters of Credit (other than in connection with Banking Services and Swap Obligations), seventeenth, to pay any fees or expense reimbursements then due to the Singapore Revolving Lenders and UAE Revolving US Lenders from the Singapore Borrower and the UAE Borrower Canadian Borrowers (other than in connection with Banking Services or Swap Obligations), eighteenthtenth, to pay interest due in respect of the Singapore Protective Advances Canadian Overadvances and the UAE Canadian Protective Advances, nineteentheleventh, to pay the principal of the Singapore Protective Advances Canadian Overadvances and the UAE Canadian Protective Advances, twentiethtwelfth, to pay interest then due and payable on the Singapore Canadian Revolving Loans (other than the Singapore Protective Advances) Canadian Overadvances and the UAE Loans (other than the UAE Canadian Protective Advances) ratably, twenty-firstthirteenth, to prepay principal on the Singapore Canadian Revolving Loans (other than Singapore Protective Advances) the Canadian Overadvances and on the UAE Loans (other than UAE Canadian Protective Advances), and on reimbursed LC Drawings fourteenth, to payment of any amounts owing with respect to Singapore Letters of Credit Banking Services and UAE Letters of CreditSwap Obligations, twenty-second, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash, in the applicable currency in which such Letters of Credit were issued, to the UAE Administrative Agent and the Singapore Administrative Agent equal to one hundred two percent (102%) of the aggregate amount of all outstanding UAE Letters of Credit and Singapore Letters of Credit to be held as cash collateral for such obligations, twenty-thirdfifteenth, to the payment of any other UAE Secured Obligations Obligation due to the Administrative Agent or Singapore Secured Obligations other than in connection with Banking Services and Swap Obligationsany Lender by the Borrowers, and twenty-fourthand, sixteenth, to the payment of any amounts owing by Export-Related Lender for application to the UAE Export-Related Obligations in accordance with the Export-Related Loan Parties and Singapore Loan Parties in respect of Banking Services and Swap ObligationsAgreement. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower RepresentativeRepresentative US, or unless an Event of a Default is in existence, neither the Administrative Agent nor any Revolving Lender shall apply any payment which it receives to any Eurocurrency Eurodollar Loan of a Class, except (1A) on the expiration date of the Interest Period applicable to any such Eurocurrency Eurodollar Loan or (2B) in the event, and only to the extent, that there are no outstanding ABR Loans of the same Class and, in any event, the applicable Borrower US Borrowers shall pay the break funding payment required in accordance with Section 2.16. The Administrative Agent and the Revolving Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations2.
(c) Any proceeds of the Canadian Collateral received by the Canadian Collateral Agent or the Canadian Administrative Agent (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Canadian Borrower), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (C) amounts to be applied from the Collection Account when full cash dominion is in effect pursuant to the terms and conditions of the Canadian Security Agreement (which shall be applied in accordance with Section 2.10(g)) or (ii) after an Event of Default has occurred and is continuing and the Canadian Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agents (other than the US Administrative Agent, the US Collateral Agent, the UAE Administrative Agent, the UAE Collateral Agent, the Singapore Administrative Agent, and the Singapore Collateral Agent) and the Issuing Bank from any Loan Party (other than US Loan Parties, UAE Loan Parties and Singapore Loan Parties and other than in connection with Banking Services or Swap Obligations), second, to pay any fees or expense reimbursements then due to the Canadian Revolving Lenders from the Canadian Borrower (other than in connection with Banking Services or Swap Obligations), third, to pay interest due in respect of the Canadian Protective Advances, fourth, to pay the principal of the Canadian Protective Advances, fifth, to pay interest then due and payable on the Canadian Loans (other than Canadian Protective Advances) ratably, sixth, to prepay principal on the Canadian Loans (other than Canadian Protective Advances) and unreimbursed LC Disbursements with respect to Canadian Letters of Credit, seventh, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash in the applicable currency in which such Letters of Credit were issued, to the Canadian Administrative Agent with respect to Canadian Letters of Credit equal to one hundred two percent (102%) of the aggregate amount of all outstanding Canadian Letters of Credit to be held as cash collateral for such obligations, eighth, to the payment of any other Secured Obligations due to the Canadian Administrative Agent, Canadian Collateral Agent and any Canadian Revolving Lender by the Canadian Borrower other than with respect to Banking Services and Swap Obligations, ninth, to pay any fees or expense reimbursements then due to the UK Revolving Lenders from the UK Borrower (other than in connection with Banking Services or Swap Obligations), tenth, to pay interest due in respect of the UK Protective Advances, eleventh, to pay the principal of the UK Protective Advances, twelfth, to pay interest then due and payable on the UK Loans (other than the UK Protective Advances) ratably, thirteenth, to prepay principal on the UK Loans (other than UK Protective Advances) and unreimbursed LC Disbursements with respect to UK Letters of Credit ratably, fourteenth, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash, in the applicable currency in which such Letters of Credit were issued, to the UK Administrative Agent equal to one hundred two percent (102%) of the aggregate amount of all outstanding UK Letters of Credit and Canadian Letters of Credit to be held as cash collateral for such obligations, fifteenth, to the payment of any other Secured Obligations due to the UK Administrative Agent, the UK Collateral Agent, and any UK Re
Appears in 1 contract
Sources: Credit Agreement (Stewart & Stevenson Funding Corp.)
Payments Generally; Allocation of Proceeds; Sharing of Set-offs. (a) Each Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or fees, reimbursement of LC Disbursements, or of amounts payable under Section 2.152.14, Section 2.15 or 2.16, Section 2.17, or otherwise) prior to the Applicable Agent time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 1:00 p.m.12:00 noon, Local TimeNew York City time, in case of payments to be made to the US Administrative Agent, the Issuing Bank in the United States or any US Lender, or 12:00 noon, London time, in case of payments to be made to the UK Administrative Agent, the Issuing Bank in the United Kingdom or any UK Lender), on the date when due, in immediately available funds, without set set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Applicable US Administrative Agent and the UK Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments to the Administrative Agent shall be made to the US Administrative Agent (in the case of payments for the account of the US Administrative Agent, the Issuing Bank in the United States or any US Lender) at its offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Street, 8th Floor, Mail Code IL1-1190, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or wire transfer to an account designated by the Administrative Agent, except payments to be made directly to the Issuing Bank with respect to US Letters of Credit or US Swingline Lender as expressly provided herein and except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments to the Canadian Administrative Agent shall be made at its offices at Royal Bank Plaza, South Tower, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ MJ5 2J2 or wire transfer to an account designated by the Canadian Administrative Agent except payments to be made directly to the Issuing Bank with respect to Canadian Letters of Credit or Canadian Swingline Lender as expressly provided herein and except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments made to the UK Administrative Agent shall be made at its offices (in the case of payments for the account of the UK Administrative Agent, the Issuing Bank in the United Kingdom or any UK Lender) at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ or wire transfer to an account designated by the UK Administrative Agent ▇▇▇▇▇▇▇, except payments to be made directly to the Issuing Bank with respect to UK Letters of Credit or UK Swingline Lender Banks as expressly provided herein and except that payments pursuant to Section Sections 2.14, 2.15, Section 2.16, Section 2.17 2.16 and Section 9.03 shall be made directly to the Persons entitled thereto. All thereto and payments pursuant to other Loan Documents shall be made to the UAE Persons specified therein. Each of the US Administrative Agent or and the Issuing Bank with respect to UAE Letters of Credit shall be made at its offices as set forth in the UAE Joinder Agreement, except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments made to the Singapore UK Administrative Agent shall be made at its offices as set forth in the Singapore Joinder Agreement or the Issuing Bank with respect to Singapore Letters of Credit, except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. Each Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder under any Loan Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder under each Loan Document with respect to the Borrowers shall be made in Dollars (unless such payment is a payment US Dollars; provided that payments of principal or of and interest on C$ Denominated UK Revolving Loans, BPS Denominated Loanscommitment fees in respect of UK Revolving Commitments, Euro Denominated Loans, Singapore Dollar Denominated Loans or Australian Dollar Denominated Loans, fees in which case such payments shall be made respect of Letters of Credit denominated in C$, British Pounds Sterling, Euros, Singapore Dollars or Australian Dollars, as appropriate). At all times that full cash dominion is in effect pursuant Optional Currency and (to the terms extent invoiced or otherwise claimed in Optional Currency) indemnification and conditions of expense reimbursement obligations, shall in each case be payable in the US Security Agreement, solely for purposes of determining the amount of US Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral owned by the US Borrower or any Eligible US Subsidiary shall be applied in whole or in part against the US Secured Obligations on the Business Day after receipt, subject to actual collection. At all times that full cash dominion is in effect pursuant the terms and conditions of the Canadian Security Agreement, solely for purposes of determining the amount of Canadian Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Canadian Collateral shall be applied in whole or in part against the Canadian Secured Obligations, on the Business Day after receipt, subject to actual collection. Solely for purposes of determining the amount of UK Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any UK Collateral shall be applied in whole or in part against the UK Secured Obligations, on the Business Day after receipt, subject to actual collection. Solely for purposes of determining the amount of UAE Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any UAE Collateral shall be applied in whole or in part against the UAE Secured Obligations, on the Business Day after receipt, subject to actual collection. Solely for purposes of determining the amount of Singapore Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Singapore Collateral shall be applied in whole or in part against the Singapore Secured Obligations, on the Business Day after receipt, subject to actual collectionapplicable Optional Currency.
(b) Any proceeds of the US Loan Parties’ Collateral received by the US Collateral Agent or the Administrative Agent attributable to property of any Loan Party other than the UK Borrower (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the US Borrower), Borrowing Agent) or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (C) amounts to be applied from the Collection Account when full cash dominion is in effect pursuant to the terms and conditions of the US Security Agreement (which shall be applied in accordance with Section 2.10(f)2.10) or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so directcontinuing, such funds shall be applied by the US Administrative Agent ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agents (other than the UAE Administrative Agent, the UAE Collateral Agent, the Singapore US Administrative Agent and the Singapore Collateral Agent) and Issuing Bank from the Issuing Banks from any Loan Party US Borrowers (other than UAE Loan Parties and Singapore Loan Parties and other than in connection with Banking Services or Swap Obligations), second, to pay any fees or expense reimbursements then due to the US Revolving Lenders from the US Borrowers (other than in connection with Banking Services or Swap Obligations), third, to pay interest due in respect of the Protective US Advances, fourth, to pay the principal of the Protective US Advances, fifth, to pay interest then due and payable on the US Revolving Loans (other than the Protective US Advances) ratably, sixth, to prepay principal on the US Revolving Loans (other than the Protective US Advances) and unreimbursed US LC Disbursements, ratably in accordance with the then outstanding amounts thereof, seventh, to pay an amount to the US Administrative Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount of any unpaid US LC Disbursements, to be held as cash collateral for such Obligations, eighth, to payment of any amounts owing with respect to Banking Services and Swap Obligations provided for the US Borrowers, ninth, to the payment of any other Secured Obligation due to the US Administrative Agent or any US Lender by the US Borrowers, tenth, to pay any fees, indemnities, or expense reimbursements including amounts then due to the UK Administrative Agent and the Issuing Bank from the UK Borrower (other than in connection with Banking Services or Swap Obligations), eleventh, to pay any fees or expense reimbursements then due to the UK Lenders from the UK Borrower (other than in connection with Banking Services or Swap Obligations), twelfth, to pay interest due in respect of the Protective UK Advances, thirteenth, to pay the principal of the Protective UK Advances, fourteenth, to pay interest then due and payable on the UK Revolving Loans (other than the Protective UK Advances) ratably, fifteenth, to prepay principal on the UK Revolving Loans (other than the Protective UK Advances) and unreimbursed UK LC Disbursements, ratably in accordance with the then outstanding amounts thereof, sixteenth, to pay an amount to the UK Administrative Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount of any unpaid UK LC Disbursements, to be held as cash collateral for such Obligations, seventeenth, to payment of any amounts owing with respect to Banking Services and Swap Obligations provided for the UK Borrower, and eighteenth, to the payment of any other Secured Obligation due to the UK Administrative Agent or any UK Lender by the UK Borrower. Any proceeds of Collateral received by the UK Administrative Agent attributable to property of the UK Borrower (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the UK Borrowing Agent) or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.10) or (ii) after an Event of Default has occurred and is continuing, shall be applied by the UK Administrative Agent ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the UK Administrative Agent and the Issuing Bank from the UK Borrower (other than in connection with Banking Services or Swap Obligations), second, to pay any fees or expense reimbursements then due to the UK Lenders from the UK Borrower (other than in connection with Banking Services or Swap Obligations), third, to pay interest due in respect of the US Protective UK Advances, fourth, to pay the principal of the US Protective UK Advances, fifth, to pay interest then due and payable on the US UK Revolving Loans (other than the US Protective UK Advances) ratably, sixth, to prepay principal on the US UK Revolving Loans (other than US the Protective UK Advances) and unreimbursed UK LC Disbursements with respect to US Letters of Credit ratablyDisbursements, seventh, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash in the applicable currency in which such Letter of Credit was issued to the UK Administrative Agent equal to one hundred two five percent (102105%) of the aggregate undrawn face amount of all outstanding US Letters of Credit with respect to US Letters and the aggregate amount of Credit any unpaid UK LC Disbursements, to be held as cash collateral for such Obligations, eighth, to pay payment of any fees or expense reimbursements then due to the Lenders from the Canadian Borrower and the UK Borrower (other than in connection with Banking Services or Swap Obligations), ninth, to pay interest due in respect of the Canadian Protective Advances and the UK Protective Advances, tenth, to pay the principal of the Canadian Protective Advances and the UK Protective Advances, eleventh, to pay interest then due and payable on the Canadian Loans (other than the Canadian Protective Advances) and the UK Loans (other than the UK Protective Advances) ratably, twelfth, to prepay principal on the Canadian Loans (other than Canadian Protective Advances) and on the UK Loans (other than UK Protective Advances) and unreimbursed LC Disbursements amounts owing with respect to UK Letters of Credit Banking Services and Canadian Letters of Credit, thirteenth, to the extent an Event of Default has occurred and is continuing to pay an amount in cash, in the applicable currency in which such Letters of Credit were issued, to Swap Obligations provided for the UK Administrative Agent Borrower, and the Canadian Administrative Agent equal to one hundred two percent (102%) of the aggregate amount of all outstanding UK Letters of Credit and Canadian Letters of Credit to be held as cash collateral for such obligations, fourteenthninth, to the payment of any other Secured Obligation due to the US Administrative Agent, US Collateral Agent, UK Administrative Agent, UK Collateral Agent, Canadian Administrative Agent, Canadian Collateral Agent or US Revolving Lenders, any UK Revolving Lenders or Canadian Revolving Lenders by any of the Loan Parties (other than in connection with Banking Services and Swap Obligations), fifteenth, to payment of any amounts owing by any US Loan Party with respect to Banking Services and Swap Obligations, sixteenth, to the payment of any amounts owing by any Canadian Loan Party or UK Loan Party with respect to Banking Services and Swap Obligations, sixteenth to pay any fees, indemnities or expense reimbursements due to the Singapore Administrative Agent, the Singapore Collateral Agent, the UAE Administrative Agent and the UAE Collateral Agent and the Issuing Bank with respect to Singapore Letters of Credit and UAE Letters of Credit (other than in connection with Banking Services and Swap Obligations), seventeenth, to pay any fees or expense reimbursements then due to the Singapore Revolving Lenders and UAE Revolving Lenders from the Singapore Borrower and the UAE Borrower (other than in connection with Banking Services or Swap Obligations), eighteenth, to pay interest due in respect of the Singapore Protective Advances and the UAE Protective Advances, nineteenth, to pay the principal of the Singapore Protective Advances and the UAE Protective Advances, twentieth, to pay interest then due and payable on the Singapore Loans (other than the Singapore Protective Advances) and the UAE Loans (other than the UAE Protective Advances) ratably, twenty-first, to prepay principal on the Singapore Loans (other than Singapore Protective Advances) and on the UAE Loans (other than UAE Protective Advances), and on reimbursed LC Drawings with respect to Singapore Letters of Credit and UAE Letters of Credit, twenty-second, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash, in the applicable currency in which such Letters of Credit were issued, to the UAE Administrative Agent and the Singapore Administrative Agent equal to one hundred two percent (102%) of the aggregate amount of all outstanding UAE Letters of Credit and Singapore Letters of Credit to be held as cash collateral for such obligations, twenty-third, to the payment of any other UAE Secured Obligations or Singapore Secured Obligations other than in connection with Banking Services and Swap Obligations, and twenty-fourth, to the payment of any amounts owing Lender by the UAE Loan Parties and Singapore Loan Parties in respect of Banking Services and Swap ObligationsUK Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representativeapplicable Borrowing Agent, or unless an Event of a Default is in existence, neither the any Administrative Agent nor any Revolving Lender shall apply any payment which it receives to any Eurocurrency Loan of a Class, except (1a) on the expiration date of the Interest Period applicable to any such Eurocurrency Loan or (2b) in the event, and only to the extent, that there are no outstanding ABR Loans of the same Class and, in any event, the applicable Borrower shall pay the break funding payment required in accordance with Section 2.162.15. The applicable Administrative Agent and the Revolving Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations.
(c) Any proceeds At the election of the Canadian Collateral received by the Canadian Collateral Agent or the Canadian US Administrative Agent (i) not constituting either (A) a specific payment Agent, all payments of principal, interest, US LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees or and expenses (pursuant to Section 9.03), and other sum sums payable under the Loan Documents (which shall Documents, may be applied as specified paid from the proceeds of US Borrowings made hereunder whether made following a request by the Canadian Borrower), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (C) amounts to be applied from the Collection Account when full cash dominion is in effect US Borrowing Agent pursuant to the terms and conditions Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of the Canadian Security Agreement (which shall be applied in accordance any US Borrower maintained with Section 2.10(g)) or (ii) after an Event of Default has occurred and is continuing and the Canadian Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agents (other than the US Administrative Agent, . The US Borrowing Agent hereby irrevocably authorizes (i) the US Collateral AgentAdministrative Agent to make a US Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the UAE Loan Documents with the US Borrowers and agrees that all such amounts charged shall constitute US Revolving Loans, but such a US Borrowing may only constitute a Protective US Advance if it is to reimburse costs, fees and expenses as described in Section 9.03) and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03, 2.04 or 2.05, as applicable and (ii) the US Administrative Agent to charge any deposit account of any US Borrower maintained with the US Administrative Agent for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents from a US Borrower.
(d) At the election of the UK Administrative Agent, all payments of principal, interest, UK LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses (pursuant to Section 9.03), and other sums payable under the UAE Collateral AgentLoan Documents, may be paid from the Singapore proceeds of UK Borrowings made hereunder whether made following a request by the UK Borrowing Agent pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of the UK Borrower maintained with the UK Administrative Agent. The UK Borrowing Agent hereby irrevocably authorizes (i) the UK Administrative Agent to make a UK Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Singapore Collateral AgentLoan Documents with the UK Borrower and agrees that all such amounts charged shall constitute US Revolving Loans, but such a UK Borrowing may only constitute a Protective UK Advance if it is to reimburse costs, fees and expenses as described in Section 9.03) and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03, 2.04 or 2.05, as applicable and (ii) the Issuing Bank from UK Administrative Agent to charge any deposit account of the UK Borrower maintained with the UK Administrative Agent for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Party (other than US Loan Parties, UAE Loan Parties and Singapore Loan Parties and other than in connection with Banking Services or Swap Obligations), second, to pay any fees or expense reimbursements then due to the Canadian Revolving Lenders Documents from the Canadian Borrower UK Borrower.
(other than in connection with Banking Services e) If any Lender shall, by exercising any right of set-off or Swap Obligations)counterclaim or otherwise, third, to pay interest due obtain payment in respect of the Canadian Protective Advances, fourth, to pay the any principal of the Canadian Protective Advances, fifth, to pay or interest then due and payable on the Canadian any of its Loans (other than Canadian Protective Advances) ratably, sixth, to prepay principal on the Canadian Loans (other than Canadian Protective Advances) and unreimbursed or participations in LC Disbursements with respect to Canadian Letters resulting in such Lender receiving payment of Credit, seventh, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash in the applicable currency in which such Letters of Credit were issued, to the Canadian Administrative Agent with respect to Canadian Letters of Credit equal to one hundred two percent (102%) a greater proportion of the aggregate amount of all outstanding Canadian Letters its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements of Credit to be held as cash collateral for such obligations, eighth, other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment of any other Secured Obligations due giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the Canadian Administrative Agentextent of such recovery, Canadian Collateral Agent without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any Canadian Revolving Lender payment made by the Canadian Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than with respect to Banking Services and Swap Obligations, ninth, to pay any fees or expense reimbursements then due to the UK Revolving Lenders from Borrower or any Subsidiary or Affiliate thereof (as to which the UK provisions of this paragraph shall apply). The Borrower (other than in connection with Banking Services or Swap Obligations), tenth, consents to pay interest due in respect of the UK Protective Advances, eleventh, to pay the principal of the UK Protective Advances, twelfth, to pay interest then due foregoing and payable on the UK Loans (other than the UK Protective Advances) ratably, thirteenth, to prepay principal on the UK Loans (other than UK Protective Advances) and unreimbursed LC Disbursements with respect to UK Letters of Credit ratably, fourteenthagrees, to the extent an Event it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of Default set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.
(f) Unless the applicable Administrative Agent shall have received notice from the applicable Borrowing Agent prior to the date on which any payment is due to such Administrative Agent for the account of the relevant Lenders or Issuing Bank hereunder that the applicable Borrower will not make such payment, the applicable Administrative Agent may assume that such Borrower has occurred made such payment on such date in accordance herewith and is continuing, to pay an amount in cashmay, in reliance upon such assumption, distribute to the applicable currency Lenders or Issuing Bank, as the case may be, the amount due. In such event, if the applicable Borrower has not in which fact made such Letters payment, then each of Credit were issuedthe applicable Lenders or Issuing Bank, as the case may be, severally agrees to repay to the UK respective Administrative Agent equal forthwith on demand the amount so distributed to one hundred two percent (102%) such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to such Administrative Agent, at the greater of the aggregate amount of all outstanding UK Letters of Credit Federal Funds Effective Rate and Canadian Letters of Credit to be held as cash collateral for such obligations, fifteenth, to a rate determined by the payment of any other Secured Obligations due to the US Administrative Agent or UK Administrative Agent, as applicable, in accordance with banking industry rules on interbank compensation.
(g) If any Lender shall fail to make any payment required to be made by it hereunder, then the UK Collateral Agentapplicable Administrative Agent may, and in its discretion (notwithstanding any UK Recontrary provision hereof), apply any amounts thereafter received by such Administrative Agent for the account of such Lender to satisfy such Lender's obligations hereunder until all such unsatisfied obligations are fully paid.
Appears in 1 contract
Sources: Credit Agreement (Systemax Inc)
Payments Generally; Allocation of Proceeds; Sharing of Set-offs. (a) Each Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or fees, reimbursement of LC Disbursements, or of amounts payable under Section 2.15, Section 2.16, Section 2.16 or 2.17, or otherwise) prior to the Applicable Agent time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 1:00 p.m.12:00 noon, Local TimeNew York City time, in case of payments to be made to the US Administrative Agent, the Issuing Bank in the United States or any US Lender, or 12:00 noon, London time, in case of payments to be made to the UK Administrative Agent, the Issuing Bank in the United Kingdom or any UK Lender), on the date when due, in immediately available funds, without set set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Applicable US Administrative Agent and the UK Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments to the Administrative Agent shall be made to the US Administrative Agent (in the case of payments for the account of the US Administrative Agent, the Issuing Bank in the United States or any US Lender) at its offices at ▇2▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Street, 8th Floor, Mail Code IL1-1190, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or wire transfer to an account designated by the Administrative Agent, except payments to be made directly to the Issuing Bank with respect to US Letters of Credit or US Swingline Lender as expressly provided herein and except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments to the Canadian Administrative Agent shall be made at its offices at Royal Bank Plaza, South Tower, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ MJ5 2J2 or wire transfer to an account designated by the Canadian Administrative Agent except payments to be made directly to the Issuing Bank with respect to Canadian Letters of Credit or Canadian Swingline Lender as expressly provided herein and except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments made to the UK Administrative Agent shall be made (in the case of payments for the account of the UK Administrative Agent, the Issuing Bank in the United Kingdom or any UK Lender) at its offices at ▇1▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ or wire transfer to an account designated by the UK Administrative Agent ▇▇▇▇▇▇▇, except payments to be made directly to the Issuing Bank with respect to UK Letters of Credit Banks or UK Swingline Lender as expressly provided herein and except that payments pursuant to Section Sections 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All thereto and payments pursuant to other Loan Documents shall be made to the UAE Persons specified therein. Each of the US Administrative Agent or and the Issuing Bank with respect to UAE Letters of Credit shall be made at its offices as set forth in the UAE Joinder Agreement, except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments made to the Singapore UK Administrative Agent shall be made at its offices as set forth in the Singapore Joinder Agreement or the Issuing Bank with respect to Singapore Letters of Credit, except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. Each Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder under any Loan Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder under each Loan Document with respect to the Borrowers shall be made in Dollars (unless such payment is a payment US Dollars; provided that payments of principal or of and interest on C$ Denominated UK Revolving Loans, BPS Denominated Loanscommitment fees in respect of UK Revolving Commitments, Euro Denominated Loans, Singapore Dollar Denominated Loans or Australian Dollar Denominated Loans, fees in which case such payments shall be made respect of Letters of Credit denominated in C$, British Pounds Sterling, Euros, Singapore Dollars or Australian Dollars, as appropriate). At all times that full cash dominion is in effect pursuant Optional Currency and (to the terms extent invoiced or otherwise claimed in Optional Currency) indemnification and conditions of expense reimbursement obligations, shall in each case be payable in the US Security Agreement, solely for purposes of determining the amount of US Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral owned by the US Borrower or any Eligible US Subsidiary shall be applied in whole or in part against the US Secured Obligations on the Business Day after receipt, subject to actual collection. At all times that full cash dominion is in effect pursuant the terms and conditions of the Canadian Security Agreement, solely for purposes of determining the amount of Canadian Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Canadian Collateral shall be applied in whole or in part against the Canadian Secured Obligations, on the Business Day after receipt, subject to actual collection. Solely for purposes of determining the amount of UK Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any UK Collateral shall be applied in whole or in part against the UK Secured Obligations, on the Business Day after receipt, subject to actual collection. Solely for purposes of determining the amount of UAE Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any UAE Collateral shall be applied in whole or in part against the UAE Secured Obligations, on the Business Day after receipt, subject to actual collection. Solely for purposes of determining the amount of Singapore Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Singapore Collateral shall be applied in whole or in part against the Singapore Secured Obligations, on the Business Day after receipt, subject to actual collectionapplicable Optional Currency.
(b) Any proceeds of the US Loan Parties’ Collateral received by the US Collateral Agent or the Administrative Agent attributable to property of any Loan Party other than the UK Borrower (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the US Borrower), Borrowing Representative) or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (C) amounts to be applied from the Collection Account when full cash dominion is in effect pursuant to after the terms and conditions occurrence of the US Security Agreement a Full Cash Dominion Event (which shall be applied in accordance with Section 2.10(f2.10(c)) or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so directcontinuing, such funds shall be applied by the US Administrative Agent ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agents (other than the UAE Administrative Agent, the UAE Collateral Agent, the Singapore US Administrative Agent and the Singapore Collateral Agent) and Issuing Bank from the Issuing Banks from any Loan Party US Borrowers (other than UAE Loan Parties and Singapore Loan Parties and other than in connection with Banking Services or Swap Obligations), second, to pay any fees or expense reimbursements then due to the US Revolving Lenders from the US Borrowers (other than in connection with Banking Services or Swap Obligations), third, to pay interest due in respect of the Protective US Advances, fourth, to pay the principal of the Protective US Advances, fifth, to pay interest then due and payable on the US Revolving Loans (other than the Protective US Advances) ratably, sixth, to prepay principal on the US Revolving Loans (other than the Protective US Advances) and unreimbursed US LC Disbursements, ratably in accordance with the then outstanding amounts thereof, seventh, to pay an amount to the US Administrative Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount of any unpaid US LC Disbursements, to be held as cash collateral for such Obligations, eighth, to payment of any amounts owing with respect to Banking Services and Swap Obligations provided for the US Borrowers, ninth, to the payment of any other Secured Obligation due to the US Administrative Agent or any US Lender by the US Borrowers, tenth, to pay any fees, indemnities, or expense reimbursements including amounts then due to the UK Administrative Agent and the Issuing Bank from the UK Borrower (other than in connection with Banking Services or Swap Obligations), eleventh, to pay any fees or expense reimbursements then due to the UK Lenders from the UK Borrower (other than in connection with Banking Services or Swap Obligations), twelfth, to pay interest due in respect of the Protective UK Advances, thirteenth, to pay the principal of the Protective UK Advances, fourteenth, to pay interest then due and payable on the UK Revolving Loans (other than the Protective UK Advances) ratably, fifteenth, to prepay principal on the UK Revolving Loans (other than the Protective UK Advances) and unreimbursed UK LC Disbursements, ratably in accordance with the then outstanding amounts thereof, sixteenth, to pay an amount to the UK Administrative Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount of any unpaid UK LC Disbursements, to be held as cash collateral for such Obligations, seventeenth, to payment of any amounts owing with respect to Banking Services and Swap Obligations provided for the UK Borrower, and eighteenth, to the payment of any other Secured Obligation due to the UK Administrative Agent or any UK Lender by the UK Borrower. Any proceeds of Collateral received by the UK Administrative Agent attributable to property of the UK Borrower (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the UK Borrowing Representative) or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (ii) after an Event of Default has occurred and is continuing, shall be applied by the UK Administrative Agent ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the UK Administrative Agent and the Issuing Bank from the UK Borrower (other than in connection with Banking Services or Swap Obligations), second, to pay any fees or expense reimbursements then due to the UK Lenders from the UK Borrower (other than in connection with Banking Services or Swap Obligations), third, to pay interest due in respect of the US Protective UK Advances, fourth, to pay the principal of the US Protective UK Advances, fifth, to pay interest then due and payable on the US UK Revolving Loans (other than the US Protective UK Advances) ratably, sixth, to prepay principal on the US UK Revolving Loans (other than US the Protective UK Advances) and unreimbursed UK LC Disbursements with respect to US Letters of Credit ratablyDisbursements, seventh, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash in the applicable currency in which such Letter of Credit was issued to the UK Administrative Agent equal to one hundred two five percent (102105%) of the aggregate undrawn face amount of all outstanding US Letters of Credit with respect to US Letters and the aggregate amount of Credit any unpaid UK LC Disbursements, to be held as cash collateral for such Obligations, eighth, to pay payment of any fees or expense reimbursements then due to the Lenders from the Canadian Borrower and the UK Borrower (other than in connection with Banking Services or Swap Obligations), ninth, to pay interest due in respect of the Canadian Protective Advances and the UK Protective Advances, tenth, to pay the principal of the Canadian Protective Advances and the UK Protective Advances, eleventh, to pay interest then due and payable on the Canadian Loans (other than the Canadian Protective Advances) and the UK Loans (other than the UK Protective Advances) ratably, twelfth, to prepay principal on the Canadian Loans (other than Canadian Protective Advances) and on the UK Loans (other than UK Protective Advances) and unreimbursed LC Disbursements amounts owing with respect to UK Letters of Credit Banking Services and Canadian Letters of Credit, thirteenth, to the extent an Event of Default has occurred and is continuing to pay an amount in cash, in the applicable currency in which such Letters of Credit were issued, to Swap Obligations provided for the UK Administrative Agent Borrower, and the Canadian Administrative Agent equal to one hundred two percent (102%) of the aggregate amount of all outstanding UK Letters of Credit and Canadian Letters of Credit to be held as cash collateral for such obligations, fourteenthninth, to the payment of any other Secured Obligation due to the US Administrative Agent, US Collateral Agent, UK Administrative Agent, UK Collateral Agent, Canadian Administrative Agent, Canadian Collateral Agent or US Revolving Lenders, any UK Revolving Lenders or Canadian Revolving Lenders by any of the Loan Parties (other than in connection with Banking Services and Swap Obligations), fifteenth, to payment of any amounts owing by any US Loan Party with respect to Banking Services and Swap Obligations, sixteenth, to the payment of any amounts owing by any Canadian Loan Party or UK Loan Party with respect to Banking Services and Swap Obligations, sixteenth to pay any fees, indemnities or expense reimbursements due to the Singapore Administrative Agent, the Singapore Collateral Agent, the UAE Administrative Agent and the UAE Collateral Agent and the Issuing Bank with respect to Singapore Letters of Credit and UAE Letters of Credit (other than in connection with Banking Services and Swap Obligations), seventeenth, to pay any fees or expense reimbursements then due to the Singapore Revolving Lenders and UAE Revolving Lenders from the Singapore Borrower and the UAE Borrower (other than in connection with Banking Services or Swap Obligations), eighteenth, to pay interest due in respect of the Singapore Protective Advances and the UAE Protective Advances, nineteenth, to pay the principal of the Singapore Protective Advances and the UAE Protective Advances, twentieth, to pay interest then due and payable on the Singapore Loans (other than the Singapore Protective Advances) and the UAE Loans (other than the UAE Protective Advances) ratably, twenty-first, to prepay principal on the Singapore Loans (other than Singapore Protective Advances) and on the UAE Loans (other than UAE Protective Advances), and on reimbursed LC Drawings with respect to Singapore Letters of Credit and UAE Letters of Credit, twenty-second, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash, in the applicable currency in which such Letters of Credit were issued, to the UAE Administrative Agent and the Singapore Administrative Agent equal to one hundred two percent (102%) of the aggregate amount of all outstanding UAE Letters of Credit and Singapore Letters of Credit to be held as cash collateral for such obligations, twenty-third, to the payment of any other UAE Secured Obligations or Singapore Secured Obligations other than in connection with Banking Services and Swap Obligations, and twenty-fourth, to the payment of any amounts owing Lender by the UAE Loan Parties and Singapore Loan Parties in respect of Banking Services and Swap ObligationsUK Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower applicable Borrowing Representative, or unless an Event of Default is in existence, neither the any Administrative Agent nor any Revolving Lender shall apply any payment which it receives to any Eurocurrency Loan of a Class, except (1a) on the expiration date of the Interest Period applicable to any such Eurocurrency Loan or (2b) in the event, and only to the extent, that there are no outstanding ABR Loans of the same Class and, in any event, the applicable Borrower shall pay the break funding payment required in accordance with Section 2.16. The applicable Administrative Agent and the Revolving Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations.
(c) Any proceeds At the election of the Canadian Collateral received by the Canadian Collateral Agent or the Canadian US Administrative Agent (i) not constituting either (A) a specific payment Agent, all payments of principal, interest, US LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees or and expenses (pursuant to Section 9.03), and other sum sums payable under the Loan Documents (which shall Documents, may be applied as specified paid from the proceeds of US Borrowings made hereunder whether made following a request by the Canadian Borrower), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (C) amounts to be applied from the Collection Account when full cash dominion is in effect US Borrowing Representative pursuant to the terms and conditions Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of the Canadian Security Agreement (which shall be applied in accordance any US Borrower maintained with Section 2.10(g)) or (ii) after an Event of Default has occurred and is continuing and the Canadian Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agents (other than the US Administrative Agent, . The US Borrowing Representative hereby irrevocably authorizes (i) the US Collateral AgentAdministrative Agent to make a US Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the UAE Loan Documents with the US Borrowers and agrees that all such amounts charged shall constitute US Revolving Loans (including Swingline Loans), but such a US Borrowing may only constitute a Protective US Advance if it is to reimburse costs, fees and expenses as described in Section 9.03) and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03, 2.04, 2.05 or 2.06, as applicable and (ii) the US Administrative Agent to charge any deposit account of any US Borrower maintained with the US Administrative Agent for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents from a US Borrower.
(d) At the election of the UK Administrative Agent, all payments of principal, interest, UK LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses (pursuant to Section 9.03), and other sums payable under the UAE Collateral AgentLoan Documents, may be paid from the Singapore proceeds of UK Borrowings made hereunder whether made following a request by the UK Borrowing Representative pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of the UK Borrower maintained with the UK Administrative Agent. The UK Borrowing Representative hereby irrevocably authorizes (i) the UK Administrative Agent to make a UK Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Singapore Collateral AgentLoan Documents with the UK Borrower and agrees that all such amounts charged shall constitute US Revolving Loans, but such a UK Borrowing may only constitute a Protective UK Advance if it is to reimburse costs, fees and expenses as described in Section 9.03) and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03, 2.04, 2.05 or 2.06, as applicable and (ii) the Issuing Bank from UK Administrative Agent to charge any deposit account of the UK Borrower maintained with the UK Administrative Agent for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Party (other than US Loan Parties, UAE Loan Parties and Singapore Loan Parties and other than in connection with Banking Services or Swap Obligations), second, to pay any fees or expense reimbursements then due to the Canadian Revolving Lenders Documents from the Canadian Borrower UK Borrower.
(other than in connection with Banking Services e) If any Lender shall, by exercising any right of set-off or Swap Obligations)counterclaim or otherwise, third, to pay interest due obtain payment in respect of the Canadian Protective Advances, fourth, to pay the any principal of the Canadian Protective Advances, fifth, to pay or interest then due and payable on the Canadian any of its Loans (other than Canadian Protective Advances) ratably, sixth, to prepay principal on the Canadian Loans (other than Canadian Protective Advances) and unreimbursed or participations in LC Disbursements with respect to Canadian Letters resulting in such Lender receiving payment of Credit, seventh, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash in the applicable currency in which such Letters of Credit were issued, to the Canadian Administrative Agent with respect to Canadian Letters of Credit equal to one hundred two percent (102%) a greater proportion of the aggregate amount of all outstanding Canadian Letters its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements of Credit to be held as cash collateral for such obligations, eighth, other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment of any other Secured Obligations due giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the Canadian Administrative Agentextent of such recovery, Canadian Collateral Agent without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any Canadian Revolving Lender payment made by the Canadian Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than with respect to Banking Services and Swap Obligations, ninth, to pay any fees or expense reimbursements then due to the UK Revolving Lenders from Borrower or any Subsidiary or Affiliate thereof (as to which the UK provisions of this paragraph shall apply). The Borrower (other than in connection with Banking Services or Swap Obligations), tenth, consents to pay interest due in respect of the UK Protective Advances, eleventh, to pay the principal of the UK Protective Advances, twelfth, to pay interest then due foregoing and payable on the UK Loans (other than the UK Protective Advances) ratably, thirteenth, to prepay principal on the UK Loans (other than UK Protective Advances) and unreimbursed LC Disbursements with respect to UK Letters of Credit ratably, fourteenthagrees, to the extent an Event it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of Default set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.
(f) Unless the applicable Administrative Agent shall have received notice from the applicable Borrowing Representative prior to the date on which any payment is due to such Administrative Agent for the account of the relevant Lenders or Issuing Bank hereunder that the applicable Borrower will not make such payment, the applicable Administrative Agent may assume that such Borrower has occurred made such payment on such date in accordance herewith and is continuing, to pay an amount in cashmay, in reliance upon such assumption, distribute to the applicable currency Lenders or Issuing Bank, as the case may be, the amount due. In such event, if the applicable Borrower has not in which fact made such Letters payment, then each of Credit were issuedthe applicable Lenders or Issuing Bank, as the case may be, severally agrees to repay to the UK respective Administrative Agent equal forthwith on demand the amount so distributed to one hundred two percent (102%) such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to such Administrative Agent, at the greater of the aggregate amount of all outstanding UK Letters of Credit Federal Funds Effective Rate and Canadian Letters of Credit to be held as cash collateral for such obligations, fifteenth, to a rate determined by the payment of any other Secured Obligations due to the US Administrative Agent or UK Administrative Agent, as applicable, in accordance with banking industry rules on interbank compensation.
(g) If any Lender shall fail to make any payment required to be made by it hereunder, then the UK Collateral Agentapplicable Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by such Administrative Agent for the account of such Lender to satisfy such Lender’s obligations hereunder until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and apply any UK Resuch amounts to, any future funding obligations of such Lender hereunder; application of amounts pursuant to (i) and (ii) above shall be made in such order as may be determined by the applicable Administrative Agent in its discretion.
Appears in 1 contract
Sources: Credit Agreement (Systemax Inc)
Payments Generally; Allocation of Proceeds; Sharing of Set-offs. (a) Each Borrower The Borrowers shall make each payment required to be made by it them hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, Section 2.16, Section 2.16 or 2.17, or otherwise) to the Applicable Agent prior to 1:00 2:00 p.m., Local TimeChicago time, on the date when due, in immediately available funds, without set off set‑off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Applicable Administrative Agent or the Canadian Administrative Agent, as applicable, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent shall be made at its offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Street, 8th Floor, Mail Code IL1-1190, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or wire transfer to an account designated by the Administrative Agent, except payments to be made directly to the Issuing Bank with respect to US Letters of Credit or US Swingline Lender as expressly provided herein and except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments to the Canadian Administrative Agent shall be made at its offices at Royal Bank Plaza, South Tower, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ MJ5 2J2 ▇▇, except (i) payments of principal, interest, fees or wire transfer reimbursements of LC Disbursements relating to an account designated by any Canadian Loan or Canadian Letter of Credit shall be made to the Canadian Administrative Agent except payments to be made directly to the Issuing Bank with respect to Canadian Letters of Credit or Canadian Swingline Lender as expressly provided herein and except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments made to the UK Administrative Agent shall be made at its offices at TD Tower, ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ or wire transfer to an account designated by the UK Administrative Agent except ▇▇▇ Canada, (ii) payments to be made directly to the an Issuing Bank with respect to UK Letters of Credit or UK Swingline Lender as expressly provided herein shall be made to such Issuing Bank or Swingline Lender, and except that (iii) payments pursuant to Section Sections 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments made to the UAE Administrative Agent or the Issuing Bank with respect to UAE Letters of Credit shall be made at its offices as set forth in the UAE Joinder Agreement, except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments made to the Singapore Administrative Agent shall be made at its offices as set forth in the Singapore Joinder Agreement or the Issuing Bank with respect to Singapore Letters of Credit, except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. Each of the Administrative Agent and the Canadian Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient recipient, in like funds, promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars the currency in which the applicable Obligations are denominated (unless such payment is a payment subject to the proviso set forth in the first sentence of principal or interest on C$ Denominated LoansSection 1.05), BPS Denominated Loansand, Euro Denominated Loans, Singapore Dollar Denominated Loans or Australian Dollar Denominated Loansif not otherwise specified, in which case such payments shall be made in C$, British Pounds Sterling, Euros, Singapore Dollars or Australian Dollars, as appropriate). At all times that full cash dominion is in effect pursuant to the terms and conditions of the US Security Agreement, solely for purposes of determining the amount of US Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral owned by the US Borrower or any Eligible US Subsidiary shall be applied in whole or in part against the US Secured Obligations on the Business Day after receipt, subject to actual collection. At all times that full cash dominion is in effect pursuant the terms and conditions of the Canadian Security Agreement, solely for purposes of determining the amount of Canadian Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Canadian Collateral shall be applied in whole or in part against the Canadian Secured Obligations, on the Business Day after receipt, subject to actual collection. Solely for purposes of determining the amount of UK Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any UK Collateral shall be applied in whole or in part against the UK Secured Obligations, on the Business Day after receipt, subject to actual collection. Solely for purposes of determining the amount of UAE Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any UAE Collateral shall be applied in whole or in part against the UAE Secured Obligations, on the Business Day after receipt, subject to actual collection. Solely for purposes of determining the amount of Singapore Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Singapore Collateral shall be applied in whole or in part against the Singapore Secured Obligations, on the Business Day after receipt, subject to actual collectiondollars.
(b) Any Subject to Section 12.01 (and subject at any time that any Permitted Term Debt is outstanding, to the terms of the applicable Permitted Term Debt Intercreditor Agreement), any proceeds of the US Loan Parties’ Collateral received by the US Collateral Administrative Agent or the Canadian Administrative Agent (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the US Borrower), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (C) amounts to be applied from the Collection Account when full cash dominion is in effect pursuant to the terms and conditions of the US Security Agreement (which shall be applied in accordance with Section 2.10(f)) or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent or the Canadian Administrative Agent so elects elects, or the Required Lenders so direct, such funds shall be applied ratably (based in respect of each of the following separate categories, computed independently of the other categories, on each Lender Party’s interest in the aggregate specific type of outstanding Secured Obligations described within (and only within) each specific category of Secured Obligations listed respectively below) first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agents (other than the UAE Administrative Agent, the UAE Collateral Canadian Administrative Agent, and each Issuing Bank from the Singapore Administrative Agent and the Singapore Collateral Agent) and the Issuing Banks from any Loan Party Borrowers (other than UAE Loan Parties and Singapore Loan Parties and other than in connection with Banking Services or Swap Agreement Obligations), second, to pay any fees or expense reimbursements then due to the US Revolving Lenders from the US Borrower Borrowers (other than in connection with Banking Services or Swap Agreement Obligations), third, to pay interest due in respect of the US Swingline Loans, Overadvances and Protective Advances, fourth, to pay the principal of the US Swingline Loans, Overadvances and Protective Advances, fifth, to pay interest then due and payable on the US Loans (other than the US Swingline Loans, Overadvances and Protective Advances) ratably), sixth, to prepay principal on the US Loans (other than US Swingline Loans, Overadvances and Protective Advances) and unreimbursed LC Disbursements with respect to US Letters of Credit ratablyDisbursements, seventh, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash in the applicable currency in which such Letter of Credit was issued to the Administrative Agent equal to one hundred two three percent (102103%) of the aggregate undrawn face U.S. LC Exposure, and to pay an amount to the Canadian Administrative Agent equal to one hundred three percent (103%) of all outstanding US Letters of Credit with respect to US Letters of Credit the Canadian LC Exposure, to be held as cash collateral for such Obligations, eighth, to pay any fees or expense reimbursements then due amounts owing to the Lenders from and their Affiliates with respect to Specified Foreign Credit Extensions up to and including the Canadian Borrower and amount most recently provided to the UK Borrower (other than in connection with Banking Services or Swap Obligations)Administrative Agent pursuant to Section 2.22, ninth, to pay interest due in any amounts owing to the Lenders and their Affiliates with respect of to Banking Services up to and including the Canadian Protective Advances amount most recently provided to the Administrative Agent pursuant to Section 2.22, Swap Agreement Obligations up to and including the UK Protective Advancesamount most recently provided to the Administrative Agent pursuant to Section 2.22 and Foreign Credit Extensions (other than Specified Foreign Credit Extensions), and tenth, to pay the principal of the Canadian Protective Advances and the UK Protective Advances, eleventh, to pay interest then due and payable on the Canadian Loans (other than the Canadian Protective Advances) and the UK Loans (other than the UK Protective Advances) ratably, twelfth, to prepay principal on the Canadian Loans (other than Canadian Protective Advances) and on the UK Loans (other than UK Protective Advances) and unreimbursed LC Disbursements with respect to UK Letters of Credit and Canadian Letters of Credit, thirteenth, to the extent an Event of Default has occurred and is continuing to pay an amount in cash, in the applicable currency in which such Letters of Credit were issued, to the UK Administrative Agent and the Canadian Administrative Agent equal to one hundred two percent (102%) of the aggregate amount of all outstanding UK Letters of Credit and Canadian Letters of Credit to be held as cash collateral for such obligations, fourteenth, to the payment of any other Secured Obligation due to the US Administrative Agent, US Collateral Agent, UK Administrative Agent, UK Collateral Agent, Canadian Administrative Agent, Canadian Collateral Agent or US Revolving Lenders, UK Revolving Lenders or Canadian Revolving Lenders by any of the Loan Parties (other than in connection with Banking Services and Swap Obligations), fifteenth, to payment of any amounts owing by any US Loan Party with respect to Banking Services and Swap Obligations, sixteenth, to the payment of any amounts owing by any Canadian Loan Party or UK Loan Party with respect to Banking Services and Swap Obligations, sixteenth to pay any fees, indemnities or expense reimbursements due to the Singapore Administrative Agent, the Singapore Collateral Agent, the UAE Canadian Administrative Agent and the UAE Collateral Agent and the Issuing Bank with respect to Singapore Letters of Credit and UAE Letters of Credit (other than in connection with Banking Services and Swap Obligations), seventeenth, to pay or any fees or expense reimbursements then due to the Singapore Revolving Lenders and UAE Revolving Lenders from the Singapore Borrower and the UAE Borrower (other than in connection with Banking Services or Swap Obligations), eighteenth, to pay interest due in respect of the Singapore Protective Advances and the UAE Protective Advances, nineteenth, to pay the principal of the Singapore Protective Advances and the UAE Protective Advances, twentieth, to pay interest then due and payable on the Singapore Loans (other than the Singapore Protective Advances) and the UAE Loans (other than the UAE Protective Advances) ratably, twenty-first, to prepay principal on the Singapore Loans (other than Singapore Protective Advances) and on the UAE Loans (other than UAE Protective Advances), and on reimbursed LC Drawings with respect to Singapore Letters of Credit and UAE Letters of Credit, twenty-second, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash, in the applicable currency in which such Letters of Credit were issued, to the UAE Administrative Agent and the Singapore Administrative Agent equal to one hundred two percent (102%) of the aggregate amount of all outstanding UAE Letters of Credit and Singapore Letters of Credit to be held as cash collateral for such obligations, twenty-third, to the payment of any other UAE Secured Obligations or Singapore Secured Obligations other than in connection with Banking Services and Swap Obligations, and twenty-fourth, to the payment of any amounts owing Lender by the UAE Borrowers. Notwithstanding the foregoing, amounts received from any Loan Parties and Singapore Party shall not be applied to any Excluded Swap Obligation of such Loan Parties in respect of Banking Services and Swap ObligationsParty. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless an Event of Default is in existence, neither the Administrative Agent Agent, the Canadian Administrative Agent, nor any Revolving Lender shall apply any payment which it receives to any Eurocurrency Eurodollar Loan or CDOR Rate Loan of a Class, except (1a) on the expiration date of the Interest Period applicable to any such Eurocurrency Eurodollar Loan or such CDOR Rate Loan or (2b) in the event, and only to the extent, with respect to CDOR Rate Loans, that there are no outstanding Canadian Prime Rate Loans of the same Class, and with respect to Eurodollar Loans, that there are no outstanding ABR Loans of the same Class and, in any such event, the applicable Borrower Borrowers shall pay the break funding payment required in accordance with Section 2.16. The Administrative Agent, the Canadian Administrative Agent and the Revolving Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. Notwithstanding the foregoing but subject to Section 9.20, any such application of proceeds from Collateral securing solely the Canadian Obligations shall be made solely in respect of Canadian Obligations.
(c) Any proceeds At the election of the Canadian Collateral received by the Canadian Collateral Administrative Agent or the Canadian Administrative Agent (i) not constituting either (A) a specific payment Agent, as the case may be, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees or and expenses pursuant to Section 9.03), and other sum sums payable under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of any Borrower maintained with the Administrative Agent or the Canadian Administrative Agent. Each Borrower hereby irrevocably authorizes (i) the Administrative Agent or the Canadian Administrative Agent, as applicable, to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (which including Swingline Loans and Overadvances, but such a Borrowing may only constitute a Protective Advance if it is to reimburse costs, fees and expenses as described in Section 9.03) and that all such Borrowings shall be applied as specified by the Canadian Borrower), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (C) amounts deemed to be applied from the Collection Account when full cash dominion is in effect have been requested pursuant to the terms Sections 2.03, 2.04 or 2.05, as applicable and conditions of the Canadian Security Agreement (which shall be applied in accordance with Section 2.10(g)) or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent or the Canadian Administrative Agent, as applicable, to charge any deposit account of any Borrower maintained with the Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agents (other than the US Canadian Administrative Agent, as applicable, for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the US Collateral AgentLoan Documents.
(d) If any Lender shall, the UAE Administrative Agentby exercising any right of set‑off or counterclaim or otherwise, the UAE Collateral Agent, the Singapore Administrative Agent, and the Singapore Collateral Agent) and the Issuing Bank from any Loan Party (other than US Loan Parties, UAE Loan Parties and Singapore Loan Parties and other than in connection with Banking Services or Swap Obligations), second, to pay any fees or expense reimbursements then due to the Canadian Revolving Lenders from the Canadian Borrower (other than in connection with Banking Services or Swap Obligations), third, to pay interest due obtain payment in respect of the Canadian Protective Advances, fourth, to pay the any principal of the Canadian Protective Advances, fifth, to pay or interest then due and payable on the Canadian any of its Loans (other than Canadian Protective Advances) ratably, sixth, to prepay principal on the Canadian Loans (other than Canadian Protective Advances) and unreimbursed or participations in LC Disbursements with respect to Canadian Letters resulting in such Lender receiving payment of Credit, seventh, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash in the applicable currency in which such Letters of Credit were issued, to the Canadian Administrative Agent with respect to Canadian Letters of Credit equal to one hundred two percent (102%) a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all outstanding Canadian Letters such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Credit principal of and accrued interest on their respective Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be held construed to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as cash collateral consideration for such obligationsthe assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, eighthother than to the Borrowers or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.
(e) Unless the Administrative Agent shall have received notice from the Borrower Representative prior to the date on which any payment of any other Secured Obligations is due to the Administrative Agent or the Canadian Administrative Agent, as applicable, for the account of the Lenders or an Issuing Bank hereunder that the Borrowers will not make such payment, the Administrative Agent or the Canadian Collateral Administrative Agent, as applicable, may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders or the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent or the Canadian Administrative Agent, as applicable, forthwith on demand the amount so distributed to such Lender or such Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent or the Canadian Administrative Agent, at the greater of the NYFRB Rate and a rate determined by the Administrative Agent or the Canadian Administrative Agent, as applicable, in accordance with banking industry rules on interbank compensation.
(f) If any Lender shall fail to make any payment required to be made by it hereunder, then the Administrative Agent and, if applicable, the Canadian Revolving Administrative Agent, may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent or the Canadian Administrative Agent, as applicable, for the account of such Lender to satisfy such Lender’s obligations hereunder until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and apply any such amounts to, any future funding obligations of such Lender hereunder; application of amounts pursuant to (i) and (ii) above shall be made in such order as may be determined by the Administrative Agent or the Canadian Administrative Agent, as applicable, in its discretion.
(g) Notwithstanding the foregoing, unless requested otherwise by the Canadian Borrowers (i) no Borrowings shall be made to a Canadian Borrower other than with respect to Banking Services for the purpose of paying any U.S. Obligations; and Swap Obligations, ninth, (ii) deposit accounts of the Canadian Borrowers may only be charged to pay any fees or expense reimbursements then due to the UK Revolving Lenders from the UK Borrower (other than in connection with Banking Services or Swap Canadian Obligations), tenth, to pay interest due in respect of the UK Protective Advances, eleventh, to pay the principal of the UK Protective Advances, twelfth, to pay interest then due and payable on the UK Loans (other than the UK Protective Advances) ratably, thirteenth, to prepay principal on the UK Loans (other than UK Protective Advances) and unreimbursed LC Disbursements with respect to UK Letters of Credit ratably, fourteenth, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash, in the applicable currency in which such Letters of Credit were issued, to the UK Administrative Agent equal to one hundred two percent (102%) of the aggregate amount of all outstanding UK Letters of Credit and Canadian Letters of Credit to be held as cash collateral for such obligations, fifteenth, to the payment of any other Secured Obligations due to the UK Administrative Agent, the UK Collateral Agent, and any UK Re.
Appears in 1 contract
Payments Generally; Allocation of Proceeds; Sharing of Set-offs. (a) Each Borrower The Borrowers shall make each payment required to be made by it them hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.152.17, Section 2.16, Section 2.172.18 or 2.19, or otherwise) prior to 12:00 noon, New York time, in case of payments to be made to the Applicable Agent prior U.S. Administrative Agent, the U.S. Issuing Bank or any U.S. Lender, or 12:00 noon, Toronto time, in case of payments to 1:00 p.m.be made to the Canadian Administrative Agent, Local Timethe Canadian Issuing Bank or any Canadian Lender, on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Applicable Agent Administrative Agents, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments to the Administrative Agent shall be made to the U.S. Administrative Agent (in the case of payments for the account of the U.S. Administrative Agent, the U.S. Issuing Bank or any U.S. Lender) at its offices at General Electric Capital Corporation, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Street, 8th Floor, Mail Code IL1-1190, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or wire transfer to an account designated by the Administrative Agent, except payments to be made directly to the Issuing Bank with respect to US Letters of Credit or US Swingline Lender as expressly provided herein and except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments to the Canadian Administrative Agent shall be made at its offices at Royal Bank Plaza, South Tower, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇▇▇ MJ5 2J2 , or wire transfer to an account designated by the Canadian Administrative Agent except (in the case of payments to be made directly to for the account of the Canadian Administrative Agent, the Canadian Issuing Bank with respect to or any Canadian Letters of Credit or Canadian Swingline Lender as expressly provided herein and except that payments pursuant to Section 2.15Lender) at c/o General Electric Capital Corporation, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments made to the UK Administrative Agent shall be made at its offices at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇▇ or wire transfer to an account designated by the UK Administrative Agent except payments to be made directly to the any Issuing Bank with respect to UK Letters of Credit or UK Swingline Lender as expressly provided herein and except that payments pursuant to Section 2.15Sections 2.17, Section 2.162.18, Section 2.17 2.19 and Section 9.03 9.04 shall be made directly to the Persons entitled thereto. All thereto and payments pursuant to the other Loan Documents shall be made to the UAE Persons specified therein. Each Administrative Agent or the Issuing Bank with respect to UAE Letters of Credit shall be made at its offices as set forth in the UAE Joinder Agreement, except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments made to the Singapore Administrative Agent shall be made at its offices as set forth in the Singapore Joinder Agreement or the Issuing Bank with respect to Singapore Letters of Credit, except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. Each Collateral Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars (unless such payment is a payment U.S. Dollars; provided that payments of principal or of and interest on C$ Denominated Canadian Prime Loans, BPS Denominated LoansLC Disbursements denominated in Canadian Dollars and Acceptance Obligations, Euro Denominated Loansand payments of Acceptance Fees, Singapore Dollar Denominated Loans or Australian Dollar Denominated Loanscommitment fees in respect of Canadian Commitments, fees in which case such payments shall be made respect of Canadian Letters of Credit denominated in C$, British Pounds Sterling, Euros, Singapore Canadian Dollars or Australian Dollars, as appropriate). At all times that full cash dominion is in effect pursuant and (to the terms extent invoiced or otherwise claimed in Canadian Dollars) indemnification and conditions of the US Security Agreementexpense reimbursement obligations, solely shall in each case be payable in Canadian Dollars. Solely for purposes of determining the amount of US Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral owned by the US Borrower or any Eligible US Subsidiary shall be applied in whole or in part against the US Secured Obligations on the Business Day after receipt, subject to actual collection. At all times that full cash dominion is in effect pursuant the terms and conditions of the Canadian Security Agreement, solely for purposes of determining the amount of Canadian Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Canadian Collateral shall be applied in whole or in part against the Canadian Secured Obligations, on the Business Day after receipt, subject to actual collection. Solely for purposes day of determining the amount of UK Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any UK Collateral shall be applied in whole or in part against the UK Secured Obligations, on the Business Day after receipt, subject to actual collection. Solely for purposes of determining the amount of UAE Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any UAE Collateral shall be applied in whole or in part against the UAE Secured Obligations, on the Business Day after receipt, subject to actual collection. Solely for purposes of determining the amount of Singapore Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Singapore Collateral shall be applied in whole or in part against the Singapore Secured Obligations, on the Business Day after receipt, subject to actual collection.
(b) Any proceeds of the US Loan Parties’ Collateral received by the US Collateral Agent or the U.S. Administrative Agent (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the US Administrative Borrower), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) 2.13), or (C) amounts to be applied from the Collection Account when full cash dominion is in effect pursuant to the terms and conditions of the US Security Agreement (which shall be applied in accordance with Section 2.10(f2.12(b)) ), or (ii) after an Event of Default has occurred and is continuing and the U.S. Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agents (other than the UAE Administrative Agent, the UAE Collateral Agent, the Singapore U.S. Administrative Agent and the Singapore Collateral Agent) and U.S. Issuing Bank from the Issuing Banks from any Loan Party U.S. Borrowers (other than UAE Loan Parties and Singapore Loan Parties and other than in connection with Banking Services Obligations or Swap Obligations), second, to pay any fees or expense reimbursements then due to the US Revolving Lenders from the US Borrower U.S. Borrowers (other than in connection with Banking Services Obligations or Swap Obligations), third, to pay interest due in respect of the US U.S. Protective Advances, fourth, to pay the principal of the US U.S. Protective Advances, fifth, to pay interest then due and payable on the US U.S. Loans (other than the US U.S. Protective Advances) ratably, sixth, to prepay principal on the US U.S. Loans (other than US the U.S. Protective Advances) and unreimbursed LC Disbursements with respect to US under U.S. Letters of Credit ratably, seventh, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash in the applicable currency in which such Letter of Credit was issued to the U.S. Administrative Agent equal to one hundred two five percent (102105%) of the aggregate undrawn face amount of all outstanding US U.S. Letters of Credit with respect to US and the aggregate amount of any unpaid LC Disbursements under U.S. Letters of Credit Credit, to be held as cash collateral for such Obligations, eighth, to pay payment of any fees or expense reimbursements then due to amounts owing by the Lenders from the Canadian Borrower and the UK Borrower (other than in connection with Banking Services or Swap Obligations), ninth, to pay interest due in respect of the Canadian Protective Advances and the UK Protective Advances, tenth, to pay the principal of the Canadian Protective Advances and the UK Protective Advances, eleventh, to pay interest then due and payable on the Canadian Loans (other than the Canadian Protective Advances) and the UK Loans (other than the UK Protective Advances) ratably, twelfth, to prepay principal on the Canadian Loans (other than Canadian Protective Advances) and on the UK Loans (other than UK Protective Advances) and unreimbursed LC Disbursements U.S. Borrowers with respect to UK Letters of Credit Banking Services Obligations and Canadian Letters of CreditSwap Obligations, thirteenth, to the extent an Event of Default has occurred and is continuing to pay an amount in cash, in the applicable currency in which such Letters of Credit were issued, to the UK Administrative Agent and the Canadian Administrative Agent equal to one hundred two percent (102%) of the aggregate amount of all outstanding UK Letters of Credit and Canadian Letters of Credit to be held as cash collateral for such obligations, fourteenthninth, to the payment of any other Secured U.S. Obligation due to the US U.S. Administrative Agent, US Collateral Agent, UK Administrative Agent, UK Collateral Agent, Canadian Administrative Agent, Canadian Collateral Agent or US Revolving Lendersany Lender by the U.S. Borrowers, UK Revolving Lenders or Canadian Revolving Lenders by any of the Loan Parties (other than in connection with Banking Services and Swap Obligations), fifteenth, to payment of any amounts owing by any US Loan Party with respect to Banking Services and Swap Obligations, sixteenthtenth, to the payment of any amounts owing by any Canadian Loan Party or UK Loan Party with respect to Banking Services and Swap Obligations, sixteenth to pay any fees, indemnities or expense reimbursements Obligation due to the Singapore Administrative Agent, the Singapore Collateral Agent, the UAE Canadian Administrative Agent and the UAE Collateral Agent and the Issuing Bank with respect to Singapore Letters of Credit and UAE Letters of Credit (other than in connection with Banking Services and Swap Obligations), seventeenth, to pay or any fees or expense reimbursements then due to the Singapore Revolving Lenders and UAE Revolving Lenders from the Singapore Borrower and the UAE Borrower (other than in connection with Banking Services or Swap Obligations), eighteenth, to pay interest due in respect of the Singapore Protective Advances and the UAE Protective Advances, nineteenth, to pay the principal of the Singapore Protective Advances and the UAE Protective Advances, twentieth, to pay interest then due and payable on the Singapore Loans (other than the Singapore Protective Advances) and the UAE Loans (other than the UAE Protective Advances) ratably, twenty-first, to prepay principal on the Singapore Loans (other than Singapore Protective Advances) and on the UAE Loans (other than UAE Protective Advances), and on reimbursed LC Drawings with respect to Singapore Letters of Credit and UAE Letters of Credit, twenty-second, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash, in the applicable currency in which such Letters of Credit were issued, to the UAE Administrative Agent and the Singapore Administrative Agent equal to one hundred two percent (102%) of the aggregate amount of all outstanding UAE Letters of Credit and Singapore Letters of Credit to be held as cash collateral for such obligations, twenty-third, to the payment of any other UAE Secured Obligations or Singapore Secured Obligations other than in connection with Banking Services and Swap Obligations, and twenty-fourth, to the payment of any amounts owing Lender by the UAE Loan Parties and Singapore Loan Parties in respect of Banking Services and Swap ObligationsCanadian Borrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless an Event of Default is in existence, neither the Administrative Agent nor any Revolving Lender shall apply any payment which it receives to any Eurocurrency Loan of a Class, except (1) on the expiration date of the Interest Period applicable to any such Eurocurrency Loan or (2) in the event, and only to the extent, that there are no outstanding ABR Loans of the same Class and, in any event, the applicable Borrower shall pay the break funding payment required in accordance with Section 2.16. The Administrative Agent and the Revolving Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations.
(c) Any proceeds of the Canadian Collateral received by the Canadian Collateral Agent or the Canadian Administrative Agent (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Canadian Administrative Borrower), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) 2.13), or (C) amounts to be applied from the Collection Account when full cash dominion is in effect pursuant to the terms and conditions of the Canadian Security Agreement (which shall be applied in accordance with Section 2.10(g2.12(b)) ), or (ii) after an Event of Default has occurred and is continuing and the Canadian Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agents (other than the US Canadian Administrative Agent, the US Collateral Agent, the UAE Administrative Agent, the UAE Collateral Agent, the Singapore Administrative Agent, Agent and the Singapore Collateral Agent) and the Canadian Issuing Bank from any Loan Party the Canadian Borrowers (other than US Loan Parties, UAE Loan Parties and Singapore Loan Parties and other than in connection with Banking Services Obligations or Swap Obligations), second, to pay any fees or expense reimbursements then due to the Canadian Revolving Lenders from the Canadian Borrower Borrowers (other than in connection with Banking Services Obligations or Swap Obligations), third, to pay interest due in respect of the Canadian Protective Advances, fourth, to pay the principal of the Canadian Protective Advances, fifth, to pay interest then due and payable on the Canadian Loans (other than the Canadian Protective Advances) ratably, sixth, to prepay principal on the Canadian Loans (other than the Canadian Protective Advances) ), seventh, to prepay Acceptance Obligations and unreimbursed LC Disbursements with respect to under Canadian Letters of CreditCredit ratably, seventh, to the extent an Event of Default has occurred and is continuingeighth, to pay an amount in cash in the applicable currency in which such Letters of Credit were issued, to the Canadian Administrative Agent with respect to Canadian Letters of Credit equal to one hundred two five percent (102105%) of the aggregate undrawn face amount of all outstanding Canadian Letters of Credit and the aggregate amount of any unpaid LC Disbursements under Canadian Letters of Credit, to be held as cash collateral for such obligationsObligations, eighthninth, to payment of any amounts owing by the Canadian Borrowers with respect to Banking Services Obligations and Swap Obligations, and tenth, to the payment of any other Secured Obligations Canadian Obligation due to the Canadian Administrative Agent, Canadian Collateral Agent and or any Canadian Revolving Lender by the Canadian Borrower other than with respect to Banking Services and Swap Obligations, ninth, to pay any fees or expense reimbursements then due Borrowers. Notwithstanding anything to the UK Revolving contrary contained in this Agreement, unless so directed by the Administrative Borrower, or unless a Default is in existence, neither any Administrative Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan of a Class, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan, or (b) in the event, and only to the extent, that there are no outstanding ABR Loans of the same Class and, in any event, the applicable Borrowers shall pay the break funding payment required in accordance with Section 2.18. The Administrative Agents and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations owing to such Administrative Agents and Lenders.
(c) At the election of the applicable Administrative Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.04), and other sums payable under the Loan Documents, may be paid from the UK proceeds of Borrowings made hereunder whether made following a request by the Administrative Borrower (other than pursuant to Section 2.04 or a deemed request as provided in connection with Banking Services this Section 2.20 or Swap Obligations), tenth, to pay interest due in respect may be deducted from any deposit account of the UK Protective Advancesapplicable Borrowers under the control of such Administrative Agent pursuant to a control agreement in form and substance satisfactory to such Administrative Agent. The U.S. Borrowers hereby irrevocably authorize (i) the U.S. Administrative Agents to make a Borrowing for the purpose of paying each payment of principal, eleventh, to pay interest and fees as it becomes due hereunder or any other amount due under the principal of the UK Protective Advances, twelfth, to pay interest then due Loan Documents and payable on the UK agree that all such amounts charged shall constitute Loans (other than the UK Protective Advances) ratably, thirteenth, to prepay principal on the UK including Swingline Loans (other than UK and Protective Advances) and unreimbursed that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.04, 2.06 or 2.07, as applicable, and (ii) the U.S. Administrative Agent to charge any deposit account of the U.S. Borrowers maintained with the U.S. Administrative Agent for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. The Canadian Borrowers hereby irrevocably authorize (i) the Canadian Administrative Agent to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Swingline Loans and Protective Advances) and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.04, 2.06 or 2.07, as applicable, and (ii) the Canadian Administrative Agent to charge any deposit account of any Borrower maintained with the Canadian Administrative Agent for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.
(d) If any U.S. Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements with respect to UK Letters resulting in such U.S. Lender receiving payment of Credit ratably, fourteenth, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash, in the applicable currency in which such Letters of Credit were issued, to the UK Administrative Agent equal to one hundred two percent (102%) a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other U.S. Lender, then the U.S. Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements of other U.S. Lenders to the extent necessary so that the benefit of all outstanding UK Letters such payments shall be shared by the U.S. Lenders ratably in accordance with the aggregate amount of Credit principal of and Canadian Letters accrued interest on their respective Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of Credit the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this subsection shall not be held construed to apply to any payment made by the U.S. Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a U.S. Lender as cash collateral consideration for such obligationsthe assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, fifteenthother than to the U.S. Borrowers or any Subsidiary or Affiliate thereof (as to which the provisions of this subsection shall apply). The U.S. Borrowers consent to the foregoing and agree, to the extent they may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the U.S. Borrowers rights of set-off and counterclaim with respect to such participation as fully as if such U.S. Lender were a direct creditor of the U.S. Borrowers in the amount of such participation.
(e) If any Canadian Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Acceptance Obligations resulting in such Canadian Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Acceptance Obligations and accrued interest thereon than the proportion received by any other Secured Canadian Lender, then the Canadian Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements and Acceptance Obligations of other Canadian Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Canadian Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements and Acceptance Obligations; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this subsection shall not be construed to apply to any payment made by the Canadian Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Canadian Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements or Acceptance Obligations to any assignee or participant, other than to the Canadian Borrowers or any Subsidiary or Affiliate thereof (as to which the provisions of this subsection shall apply). The Canadian Borrowers consent to the foregoing and agree, to the extent they may effectively do so under applicable law, that any Canadian Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Canadian Borrowers rights of set-off and counterclaim with respect to such participation as fully as if such Canadian Lender were a direct creditor of the Canadian Borrowers in the amount of such participation.
(f) Unless the applicable Administrative Agent shall have received notice from the Administrative Borrower prior to the date on which any payment is due to such Administrative Agent for the UK account of the Lenders or the Issuing Banks hereunder that the U.S. Borrowers or Canadian Borrowers, as applicable, will not make such payment, such Administrative Agent may assume that the applicable Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the applicable Issuing Bank, as the case may be, the amount due. In such event, if the applicable Borrowers have not in fact made such payment, then each of such Lenders or such Issuing Bank, as the case may be, severally agrees to repay to such Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to such Administrative Agent, at the UK Collateral Agentgreater of the Federal Funds Effective Rate or, in the case of amounts payable in Canadian Dollars, the Canadian Prime Rate and a rate determined by such Administrative Agent in accordance with banking industry rules on interbank compensation.
(g) If any UK ReLender shall fail to make any payment required to be made by it pursuant to Section 2.07, 2.08(d) or (e), 2.09(b), 2.20(e) or 9.04(c), then the applicable Administrative Agent may
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Payments Generally; Allocation of Proceeds; Sharing of Set-offs. (a) Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, Section 2.16, Section 2.172.17 or Section 2.18, or otherwise) to the Applicable Administrative Agent (if such payment is made in respect of US Loans or Letters of Credit) or to the Canadian Administrative Agent (if such payment is made in respect of Canadian Revolving Loans) prior to 1:00 p.m.11:00 a.m., Local TimeChicago time, on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Applicable Administrative Agent or the Canadian Administrative Agent (as applicable), be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All payments to the Administrative Agent shall be made at its offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Street10 South Dearborn, 8th 22nd Floor, Mail Code IL1-1190, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or wire transfer to an account designated by the Administrative Agent▇-▇▇▇▇, except payments to be made directly to the Issuing Bank with respect to US Letters of Credit or US Swingline Lender as expressly provided herein and except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 2.17, Section 2.18 and Section 9.03 9.3 shall be made directly to the Persons entitled thereto. All payments to the Canadian Administrative Agent shall be made at its offices at Royal Bank Plaza, South Tower, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ MJ5 2J2 or wire transfer to an account designated by the Canadian Administrative Agent except payments to be made directly to the Issuing Bank with respect to Canadian Letters of Credit or Canadian Swingline Lender as expressly provided herein and except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments made to the UK Administrative Agent shall be made at its offices at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ or wire transfer to an account designated by the UK Administrative Agent except payments to be made directly to the Issuing Bank with respect to UK Letters of Credit or UK Swingline Lender as expressly provided herein and except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments made to the UAE The Administrative Agent or the Issuing Bank with respect to UAE Letters of Credit shall be made at its offices as set forth in the UAE Joinder Agreement, except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments made to the Singapore Canadian Administrative Agent shall be made at its offices (as set forth in the Singapore Joinder Agreement or the Issuing Bank with respect to Singapore Letters of Credit, except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. Each Agent applicable) shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars (unless such payment is a payment of principal or interest on C$ Denominated Loans, BPS Denominated Loans, Euro Denominated Loans, Singapore Dollar Denominated Loans or Australian Dollar Denominated Loans, in which case such payments shall be made in C$, British Pounds Sterling, Euros, Singapore Dollars or Australian Dollars, as appropriate). At all times that full cash dominion is in effect pursuant to the terms and conditions Section 7.3 of the US Security Agreement, solely for purposes of determining the amount of US Revolving Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral owned by the US Borrower or any Eligible US Subsidiary Borrowers shall be applied in whole or in part against the US Secured Obligations Obligations, on the Business Day after day of receipt, subject to actual collection. At all times that full cash dominion is in effect pursuant the terms and conditions of the Canadian Security Agreement, solely for purposes of determining the amount of Canadian Revolving Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Collateral owned by the Canadian Collateral Borrowers shall be applied in whole or in part against the Canadian Secured Obligations, on the Business Day after receipt, subject to actual collection. Solely for purposes day of determining the amount of UK Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any UK Collateral shall be applied in whole or in part against the UK Secured Obligations, on the Business Day after receipt, subject to actual collection. Solely for purposes of determining the amount of UAE Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any UAE Collateral shall be applied in whole or in part against the UAE Secured Obligations, on the Business Day after receipt, subject to actual collection. Solely for purposes of determining the amount of Singapore Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Singapore Collateral shall be applied in whole or in part against the Singapore Secured Obligations, on the Business Day after receipt, subject to actual collection.
(b) Any proceeds of the US Loan PartiesBorrowers’ Collateral, other than Export-Related Priority Collateral (unless such Proceeds of Export-Related Priority Collateral are received at any time that the Export-Related Obligations are paid in full), received by the US Collateral Agent or the Administrative Agent (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the US BorrowerBorrowers), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (C) amounts to be applied from the Collection Account when full cash dominion is in effect pursuant to the terms and conditions Section 7.3 of the US Security Agreement (which shall be applied in accordance with Section 2.10(f2.10(c)) or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agents (other than the UAE Administrative Agent, the UAE Collateral Agent, the Singapore Administrative Agent and the Singapore Collateral Agent) and the Issuing Banks Bank from any Loan Party the US Borrowers (other than UAE Loan Parties and Singapore Loan Parties and other than in connection with Banking Services or Swap Obligations), second, to pay any fees or expense reimbursements then due to the US Revolving Lenders from the US Borrower Borrowers (other than in connection with Banking Services or Swap Obligations), third, to pay interest due in respect of the US Overadvances and US Protective Advances, fourth, to pay the principal of the US Overadvances and US Protective Advances, fifth, to pay interest then due and payable on the US Loans (other than the US Overadvances and US Protective Advances) ratably, sixth, to prepay principal on the US Loans (other than the US Overadvances and US Protective Advances) and unreimbursed LC Disbursements with respect to US Letters of Credit ratably, seventh, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash in the applicable currency in which such Letter of Credit was issued to the Administrative Agent equal to one hundred two five percent (102105%) of the aggregate undrawn face amount of all outstanding US Letters of Credit with respect to US Letters of Credit LC Shortfall Amount, to be held as cash collateral for such Obligations, eighth, to pay any fees fees, indemnities, or expense reimbursements including amounts then due to the Lenders Agents from the Canadian Borrower and the UK Borrower Borrowers (other than in connection with Banking Services or Swap Obligations), ninth, to pay interest due in respect of the Canadian Protective Advances and the UK Protective Advances, tenth, to pay the principal of the Canadian Protective Advances and the UK Protective Advances, eleventh, to pay interest then due and payable on the Canadian Loans (other than the Canadian Protective Advances) and the UK Loans (other than the UK Protective Advances) ratably, twelfth, to prepay principal on the Canadian Loans (other than Canadian Protective Advances) and on the UK Loans (other than UK Protective Advances) and unreimbursed LC Disbursements with respect to UK Letters of Credit and Canadian Letters of Credit, thirteenth, to the extent an Event of Default has occurred and is continuing to pay an amount in cash, in the applicable currency in which such Letters of Credit were issued, to the UK Administrative Agent and the Canadian Administrative Agent equal to one hundred two percent (102%) of the aggregate amount of all outstanding UK Letters of Credit and Canadian Letters of Credit to be held as cash collateral for such obligations, fourteenth, to the payment of any other Secured Obligation due to the US Administrative Agent, US Collateral Agent, UK Administrative Agent, UK Collateral Agent, Canadian Administrative Agent, Canadian Collateral Agent or US Revolving Lenders, UK Revolving Lenders or Canadian Revolving Lenders by any of the Loan Parties (other than in connection with Banking Services and Swap Obligations), fifteenth, to payment of any amounts owing by any US Loan Party with respect to Banking Services and Swap Obligations, sixteenth, to the payment of any amounts owing by any Canadian Loan Party or UK Loan Party with respect to Banking Services and Swap Obligations, sixteenth to pay any fees, indemnities or expense reimbursements due to the Singapore Administrative Agent, the Singapore Collateral Agent, the UAE Administrative Agent and the UAE Collateral Agent and the Issuing Bank with respect to Singapore Letters of Credit and UAE Letters of Credit (other than in connection with Banking Services and Swap Obligations), seventeenth, to pay any fees or expense reimbursements then due to the Singapore Revolving Lenders and UAE Revolving US Lenders from the Singapore Borrower and the UAE Borrower Canadian Borrowers (other than in connection with Banking Services or Swap Obligations), eighteenthtenth, to pay interest due in respect of the Singapore Protective Advances Canadian Overadvances and the UAE Canadian Protective Advances, nineteentheleventh, to pay the principal of the Singapore Protective Advances Canadian Overadvances and the UAE Canadian Protective Advances, twentiethtwelfth, to pay interest then due and payable on the Singapore Canadian Revolving Loans (other than the Singapore Protective Advances) Canadian Overadvances and the UAE Loans (other than the UAE Canadian Protective Advances) ratably, twenty-firstthirteenth, to prepay principal on the Singapore Canadian Revolving Loans (other than Singapore Protective Advances) the Canadian Overadvances and on the UAE Loans (other than UAE Canadian Protective Advances), and on reimbursed LC Drawings fourteenth, to payment of any amounts owing with respect to Singapore Letters of Credit Banking Services and UAE Letters of CreditSwap Obligations, twenty-second, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash, in the applicable currency in which such Letters of Credit were issued, to the UAE Administrative Agent and the Singapore Administrative Agent equal to one hundred two percent (102%) of the aggregate amount of all outstanding UAE Letters of Credit and Singapore Letters of Credit to be held as cash collateral for such obligations, twenty-thirdfifteenth, to the payment of any other UAE Secured Obligations Obligation due to the Administrative Agent or Singapore Secured Obligations other than in connection with Banking Services and Swap Obligationsany Lender by the Borrowers, and twenty-fourthand, sixteenth, to the payment of any amounts owing by Export-Related Lender for application to the UAE Export-Related Obligations in accordance with the Export-Related Loan Parties and Singapore Loan Parties in respect of Banking Services and Swap ObligationsAgreement. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower RepresentativeRepresentative US, or unless an Event of a Default is in existence, neither the Administrative Agent nor any Revolving Lender shall apply any payment which it receives to any Eurocurrency Eurodollar Loan of a Class, except (1A) on the expiration date of the Interest Period applicable to any such Eurocurrency Eurodollar Loan or (2B) in the event, and only to the extent, that there are no outstanding ABR Loans of the same Class and, in any event, the applicable Borrower US Borrowers shall pay the break funding payment required in accordance with Section 2.162.17. The Administrative Agent and the Revolving Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations.
(c) Any proceeds of the Canadian Borrowers’ Collateral received by the Canadian Collateral Agent or the Canadian Administrative Agent (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Canadian BorrowerBorrowers), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (C) amounts to be applied from the Collection Account when full cash dominion is in effect pursuant to the terms and conditions Section 7.3 of the Canadian Security Agreement (which shall be applied in accordance with Section 2.10(g2.10(b)) or (ii) after an Event of Default has occurred and is continuing and the Canadian Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agents (other than the US Administrative Agent, the US Collateral Agent, the UAE Administrative Agent, the UAE Collateral Agent, the Singapore Administrative Agent, and the Singapore Collateral Agent) and the Issuing Bank from any Loan Party the Canadian Borrowers (other than US Loan Parties, UAE Loan Parties and Singapore Loan Parties and other than in connection with Banking Services or Swap Obligations), second, to pay any fees or expense reimbursements then due to the Canadian Revolving Lenders from the Canadian Borrower Borrowers (other than in connection with Banking Services or Swap Obligations), third, to pay interest due in respect of the Canadian Overadvances and Canadian Protective Advances, fourth, to pay the principal of the Canadian Overadvances and Canadian Protective Advances, fifth, to pay interest then due and payable on the Canadian Revolving Loans (other than the Canadian Overadvances and Canadian Protective Advances) ratably, sixth, to prepay principal on the Canadian Revolving Loans (other than the Canadian Overadvances and Canadian Protective Advances) and unreimbursed LC Disbursements with respect to Canadian Letters of Creditratably, seventh, to the extent an Event payment of Default has occurred and is continuing, to pay an amount in cash in the applicable currency in which such Letters of Credit were issued, to any amounts owing by the Canadian Administrative Agent Borrowers with respect to Canadian Letters of Credit equal to one hundred two percent (102%) of the aggregate amount of all outstanding Canadian Letters of Credit to be held as cash collateral for such obligationsBanking Services and Swap Obligations, and eighth, to the payment of any other Secured Obligations Obligation due to the Canadian Administrative Agent, Canadian Collateral Agent and or any Canadian Revolving Lender by the Canadian Borrower other than with respect to Banking Services and Swap Obligations, ninth, to pay any fees or expense reimbursements then due Borrowers. Notwithstanding anything to the UK Revolving contrary contained in this Agreement, unless so directed by the Borrower Representative Canada, or unless a Default is in existence, neither the Canadian Administrative Agent nor any Canadian Lender shall apply any payment which it receives to any Eurodollar Loan of a Class, except (A) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (B) in the event, and only to the extent, that there are no outstanding ABR Loans of the same Class and, in any event, the Canadian Borrowers shall pay the break funding payment required in accordance with Section 2.17. The Canadian Administrative Agent and the Canadian Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Canadian Secured Obligations.
(d) At the election of the Administrative Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.3), and other sums payable under the Loan Documents, may be paid from the UK proceeds of Borrowings made hereunder whether made following a request by the Borrower Representative US pursuant to Section 2.3 or a deemed request as provided in this Section or may be deducted from any deposit account of a US Borrower maintained with the Administrative Agent. The US Borrowers hereby irrevocably authorize (i) the Administrative Agent to make a Borrowing for the purpose of paying each payment of principal, interest and fees owing by the US Borrowers as it becomes due hereunder or any other than amount due under the Loan Documents and agrees that all such amounts charged shall constitute US Loans (including Swingline Loans and US Overadvances, but such a Borrowing may only constitute a US Protective Advance if it is to reimburse costs, fees and expenses as described in connection Section 9.3) and that all such Borrowings shall be deemed to have been requested pursuant to Section 2.3, Section 2.4 or Section 2.5, as applicable and (ii) the Administrative Agent to charge any deposit account of any US Borrower maintained with Banking Services the Administrative Agent for each payment of principal, interest and fees owing by the US Borrowers as it becomes due hereunder or Swap Obligationsany other amount due under the Loan Documents.
(e) At the election of the Canadian Administrative Agent, all payments of principal, interest, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.3), tenthand other sums payable under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Borrower Representative Canada pursuant to pay Section 2.3 or a deemed request as provided in this Section or may be deducted from any deposit account of a Canadian Borrower maintained with the Canadian Administrative Agent. The Canadian Borrowers hereby irrevocably authorize (i) the Canadian Administrative Agent to make a Borrowing for the purpose of paying each payment of principal, interest and fees owing by the Canadian Borrowers as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Canadian Loans (including Canadian Overadvances, but such a Borrowing may only constitute a Canadian Protective Advance if it is to reimburse costs, fees and expenses as described in Section 9.3) and that all such Borrowings shall be deemed to have been requested pursuant to Section 2.3, Section 2.4 or Section 2.5, as applicable and (ii) the Canadian Administrative Agent to charge any deposit account of any Canadian Borrower maintained with the Canadian Administrative Agent for each payment of principal, interest and fees owing by the Canadian Borrowers as it becomes due hereunder or any other amount due under the Loan Documents.
(f) If any US Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of the UK Protective Advances, eleventh, to pay the any principal of the UK Protective Advances, twelfth, to pay or interest then due and payable on the UK any of its Loans (other than the UK Protective Advances) ratably, thirteenth, to prepay principal on the UK Loans (other than UK Protective Advances) and unreimbursed or participations in LC Disbursements with respect to UK Letters resulting in such Lender receiving payment of Credit ratably, fourteenth, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash, in the applicable currency in which such Letters of Credit were issued, to the UK Administrative Agent equal to one hundred two percent (102%) a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other US Lender, then the US Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements of other US Lenders to the extent necessary so that the benefit of all outstanding UK Letters such payments shall be shared by the US Lenders ratably in accordance with the aggregate amount of Credit principal of and Canadian Letters accrued interest on their respective US Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of Credit the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be held construed to apply to any payment made by the US Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a US Lender as cash collateral consideration for such obligationsthe assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, fifteenthother than to the Borrowers or any Subsidiary or Affiliate of the Borrowers (as to which the provisions of this paragraph shall apply). The Borrowers consent to the foregoing and agree, to the extent they may effectively do so under applicable law, that any US Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrowers rights of set-off and counterclaim with respect to such participation as fully as if such US Lender were a direct creditor of the Borrowers in the amount of such participation.
(g) If any Canadian Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Canadian Revolving Loans resulting in such Canadian Lender receiving payment of a greater proportion of the aggregate amount of its Canadian Loans and accrued interest thereon than the proportion received by any other Secured Obligations due Canadian Lender, then the Canadian Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Canadian Revolving Loans of other Canadian Lenders to the UK Administrative Agentextent necessary so that the benefit of all such payments shall be shared by the Canadian Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Canadian Revolving Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the UK Collateral Agentpurchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any UK Repayment made by the Canadian Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Canadian Lender as consideration for the assignment of or sa
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Payments Generally; Allocation of Proceeds; Sharing of Set-offs. (a1) Each Borrower The Borrowers shall make each payment required to be made by it them hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, Section 2.16, Section 2.16 or 2.17, or otherwise) to the Applicable Agent prior to 1:00 2:00 p.m., Local TimeChicago time, on the date when due, in immediately available funds, without set off set‑off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Applicable Administrative Agent or the Canadian Administrative Agent, as applicable, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent shall be made at its offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Street, 8th Floor, Mail Code IL1-1190, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or wire transfer to an account designated by the Administrative Agent, except payments to be made directly to the Issuing Bank with respect to US Letters of Credit or US Swingline Lender as expressly provided herein and except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments to the Canadian Administrative Agent shall be made at its offices at Royal Bank Plaza, South Tower, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ MJ5 2J2 ▇▇, except (i) payments of principal, interest, fees or wire transfer reimbursements of LC Disbursements relating to an account designated by any Canadian Loan or Canadian Letter of Credit shall be made to the Canadian Administrative Agent except payments to be made directly to the Issuing Bank with respect to Canadian Letters of Credit or Canadian Swingline Lender as expressly provided herein and except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments made to the UK Administrative Agent shall be made at its offices at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ or wire transfer to an account designated by the UK Administrative Agent except Bank Plaza, Floor 18, Toronto M57 2J2 Canada, (ii) payments to be made directly to the an Issuing Bank with respect to UK Letters of Credit or UK Swingline Lender as expressly provided herein shall be made to such Issuing Bank or Swingline Lender, and except that (iii) payments pursuant to Section Sections 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments made to the UAE Administrative Agent or the Issuing Bank with respect to UAE Letters of Credit shall be made at its offices as set forth in the UAE Joinder Agreement, except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. All payments made to the Singapore Administrative Agent shall be made at its offices as set forth in the Singapore Joinder Agreement or the Issuing Bank with respect to Singapore Letters of Credit, except that payments pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. Each of the Administrative Agent and the Canadian Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient recipient, in like funds, promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars the currency in which the applicable Obligations are denominated (unless such payment is a payment subject to the proviso set forth in the first sentence of principal or interest on C$ Denominated LoansSection 1.05), BPS Denominated Loansand, Euro Denominated Loans, Singapore Dollar Denominated Loans or Australian Dollar Denominated Loansif not otherwise specified, in which case such payments shall be made in C$, British Pounds Sterling, Euros, Singapore Dollars or Australian Dollars, as appropriate). At all times that full cash dominion is in effect pursuant dollars.
(a) Subject to the terms and conditions of the US Security AgreementABL-Term Loan Intercreditor Agreement and to Section 12.01, solely for purposes of determining the amount of US Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and any proceeds of any Collateral owned by the US Borrower or any Eligible US Subsidiary shall be applied in whole or in part against the US Secured Obligations on the Business Day after receipt, subject to actual collection. At all times that full cash dominion is in effect pursuant the terms and conditions of the Canadian Security Agreement, solely for purposes of determining the amount of Canadian Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Canadian Collateral shall be applied in whole or in part against the Canadian Secured Obligations, on the Business Day after receipt, subject to actual collection. Solely for purposes of determining the amount of UK Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any UK Collateral shall be applied in whole or in part against the UK Secured Obligations, on the Business Day after receipt, subject to actual collection. Solely for purposes of determining the amount of UAE Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any UAE Collateral shall be applied in whole or in part against the UAE Secured Obligations, on the Business Day after receipt, subject to actual collection. Solely for purposes of determining the amount of Singapore Loans available for borrowing purposes, checks and cash or other immediately available funds from collections of items of payment and proceeds of any Singapore Collateral shall be applied in whole or in part against the Singapore Secured Obligations, on the Business Day after receipt, subject to actual collection.
(b) Any proceeds of the US Loan Parties’ Collateral received by the US Collateral Administrative Agent or the Canadian Administrative Agent (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the US Borrower), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (C) amounts to be applied from the Collection Account when full cash dominion is in effect pursuant to the terms and conditions of the US Security Agreement (which shall be applied in accordance with Section 2.10(f)) or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent or the Canadian Administrative Agent so elects elects, or the Required Lenders so direct, such funds shall be applied ratably (based in respect of each of the following separate categories, computed independently of the other categories, on each Lender Party’s interest in the aggregate specific type of outstanding Secured Obligations described within (and only within) each specific category of Secured Obligations listed respectively below) first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agents (other than the UAE Administrative Agent, the UAE Collateral Canadian Administrative Agent, and each Issuing Bank from the Singapore Administrative Agent and the Singapore Collateral Agent) and the Issuing Banks from any Loan Party Borrowers (other than UAE Loan Parties and Singapore Loan Parties and other than in connection with Banking Services or Swap Agreement Obligations), second, to pay any fees or expense reimbursements then due to the US Revolving Lenders from the US Borrower Borrowers (other than in connection with Banking Services or Swap Agreement Obligations), third, to pay interest due in respect of the US Swingline Loans, Overadvances and Protective Advances, fourth, to pay the principal of the US Swingline Loans, Overadvances and Protective Advances, fifth, to pay interest then due and payable on the US Loans (other than the US Swingline Loans, Overadvances and Protective Advances) ratably), sixth, to prepay principal on the US Loans (other than US Swingline Loans, Overadvances and Protective Advances) and unreimbursed LC Disbursements with respect to US Letters of Credit ratablyDisbursements, seventh, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash in the applicable currency in which such Letter of Credit was issued to the Administrative Agent equal to one hundred two three percent (102103%) of the aggregate undrawn face U.S. LC Exposure, and to pay an amount to the Canadian Administrative Agent equal to one hundred three percent (103%) of all outstanding US Letters of Credit with respect to US Letters of Credit the Canadian LC Exposure, to be held as cash collateral for such Obligations, eighth, to pay any fees or expense reimbursements then due amounts owing to the Lenders from and their Affiliates with respect to Specified Foreign Credit Extensions up to and including the Canadian Borrower and amount most recently provided to the UK Borrower (other than in connection with Banking Services or Swap Obligations)Administrative Agent pursuant to Section 2.22, ninth, to pay interest due in any amounts owing to the Lenders and their Affiliates with respect of to Banking Services up to and including the Canadian Protective Advances amount most recently provided to the Administrative Agent pursuant to Section 2.22, Swap Agreement Obligations up to and including the UK Protective Advancesamount most recently provided to the Administrative Agent pursuant to Section 2.22 and Foreign Credit Extensions (other than Specified Foreign Credit Extensions), and tenth, to pay the principal of the Canadian Protective Advances and the UK Protective Advances, eleventh, to pay interest then due and payable on the Canadian Loans (other than the Canadian Protective Advances) and the UK Loans (other than the UK Protective Advances) ratably, twelfth, to prepay principal on the Canadian Loans (other than Canadian Protective Advances) and on the UK Loans (other than UK Protective Advances) and unreimbursed LC Disbursements with respect to UK Letters of Credit and Canadian Letters of Credit, thirteenth, to the extent an Event of Default has occurred and is continuing to pay an amount in cash, in the applicable currency in which such Letters of Credit were issued, to the UK Administrative Agent and the Canadian Administrative Agent equal to one hundred two percent (102%) of the aggregate amount of all outstanding UK Letters of Credit and Canadian Letters of Credit to be held as cash collateral for such obligations, fourteenth, to the payment of any other Secured Obligation due to the US Administrative Agent, US Collateral Agent, UK Administrative Agent, UK Collateral Agent, Canadian Administrative Agent, Canadian Collateral Agent or US Revolving Lenders, UK Revolving Lenders or Canadian Revolving Lenders by any of the Loan Parties (other than in connection with Banking Services and Swap Obligations), fifteenth, to payment of any amounts owing by any US Loan Party with respect to Banking Services and Swap Obligations, sixteenth, to the payment of any amounts owing by any Canadian Loan Party or UK Loan Party with respect to Banking Services and Swap Obligations, sixteenth to pay any fees, indemnities or expense reimbursements due to the Singapore Administrative Agent, the Singapore Collateral Agent, the UAE Canadian Administrative Agent and the UAE Collateral Agent and the Issuing Bank with respect to Singapore Letters of Credit and UAE Letters of Credit (other than in connection with Banking Services and Swap Obligations), seventeenth, to pay or any fees or expense reimbursements then due to the Singapore Revolving Lenders and UAE Revolving Lenders from the Singapore Borrower and the UAE Borrower (other than in connection with Banking Services or Swap Obligations), eighteenth, to pay interest due in respect of the Singapore Protective Advances and the UAE Protective Advances, nineteenth, to pay the principal of the Singapore Protective Advances and the UAE Protective Advances, twentieth, to pay interest then due and payable on the Singapore Loans (other than the Singapore Protective Advances) and the UAE Loans (other than the UAE Protective Advances) ratably, twenty-first, to prepay principal on the Singapore Loans (other than Singapore Protective Advances) and on the UAE Loans (other than UAE Protective Advances), and on reimbursed LC Drawings with respect to Singapore Letters of Credit and UAE Letters of Credit, twenty-second, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash, in the applicable currency in which such Letters of Credit were issued, to the UAE Administrative Agent and the Singapore Administrative Agent equal to one hundred two percent (102%) of the aggregate amount of all outstanding UAE Letters of Credit and Singapore Letters of Credit to be held as cash collateral for such obligations, twenty-third, to the payment of any other UAE Secured Obligations or Singapore Secured Obligations other than in connection with Banking Services and Swap Obligations, and twenty-fourth, to the payment of any amounts owing Lender by the UAE Loan Parties and Singapore Loan Parties in respect of Banking Services and Swap ObligationsBorrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless an Event of Default is in existence, neither the Administrative Agent Agent, the Canadian Administrative Agent, nor any Revolving Lender shall apply any payment which it receives to any Eurocurrency Eurodollar Loan or CDOR Rate Loan of a Class, except (1a) on the expiration date of the Interest Period applicable to any such Eurocurrency Eurodollar Loan or such CDOR Rate Loan or (2b) in the event, and only to the extent, with respect to CDOR Rate Loans, that there are no outstanding Canadian Prime Rate Loans of the same Class, and with respect to Eurodollar Loans, that there are no outstanding ABR Loans of the same Class and, in any such event, the applicable Borrower Borrowers shall pay the break funding payment required in accordance with Section 2.16. The Administrative Agent, the Canadian Administrative Agent and the Revolving Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. Notwithstanding the foregoing but subject to Section 9.20, any such application of proceeds from Collateral securing solely the Canadian Obligations shall be made solely in respect of Canadian Obligations.
(b) At the election of the Administrative Agent or the Canadian Administrative Agent, as the case may be, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.03), and other sums payable under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of any Borrower maintained with the Administrative Agent or the Canadian Administrative Agent. Each Borrower hereby irrevocably authorizes (i) the Administrative Agent or the Canadian Administrative Agent, as applicable, to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Swingline Loans and Overadvances, but such a Borrowing may only constitute a Protective Advance if it is to reimburse costs, fees and expenses as described in Section 9.03) and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03, 2.04 or 2.05, as applicable and (ii) the Administrative Agent or the Canadian Administrative Agent, as applicable, to charge any deposit account of any Borrower maintained with the Administrative Agent or the Canadian Administrative Agent, as applicable, for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.
(c) Any proceeds If any Lender shall, by exercising any right of set‑off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the Canadian Collateral aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender, then the Canadian Collateral Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrowers or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.
(d) Unless the Administrative Agent shall have received notice from the Borrower Representative prior to the date on which any payment is due to the Administrative Agent or the Canadian Administrative Agent (i) not constituting either (A) a specific payment of principalAgent, interestas applicable, fees or other sum payable under for the Loan Documents (which shall be applied as specified by the Canadian Borrower), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (C) amounts to be applied from the Collection Account when full cash dominion is in effect pursuant to the terms and conditions account of the Canadian Security Agreement (which shall be applied in accordance with Section 2.10(g)) Lenders or (ii) after an Event of Default has occurred and is continuing and Issuing Bank hereunder that the Canadian Borrowers will not make such payment, the Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agents (other than the US Administrative Agent, the US Collateral Agent, the UAE Administrative Agent, the UAE Collateral Agent, the Singapore Administrative Agent, and the Singapore Collateral Agent) and the Issuing Bank from any Loan Party (other than US Loan Parties, UAE Loan Parties and Singapore Loan Parties and other than in connection with Banking Services or Swap Obligations), second, to pay any fees or expense reimbursements then due to the Canadian Revolving Lenders from the Canadian Borrower (other than in connection with Banking Services or Swap Obligations), third, to pay interest due in respect of the Canadian Protective Advances, fourth, to pay the principal of the Canadian Protective Advances, fifth, to pay interest then due and payable on the Canadian Loans (other than Canadian Protective Advances) ratably, sixth, to prepay principal on the Canadian Loans (other than Canadian Protective Advances) and unreimbursed LC Disbursements with respect to Canadian Letters of Credit, seventh, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash in the applicable currency in which such Letters of Credit were issued, to the Canadian Administrative Agent with respect to Canadian Letters of Credit equal to one hundred two percent (102%) of the aggregate amount of all outstanding Canadian Letters of Credit to be held as cash collateral for such obligations, eighth, to the payment of any other Secured Obligations due to the Canadian Administrative Agent, as applicable, may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders or the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent or the Canadian Collateral Administrative Agent, as applicable, forthwith on demand the amount so distributed to such Lender or such Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent or the Canadian Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent or the Canadian Administrative Agent, as applicable, in accordance with banking industry rules on interbank compensation.
(e) If any Lender shall fail to make any payment required to be made by it hereunder, then the Administrative Agent and, if applicable, the Canadian Revolving Administrative Agent, may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent or the Canadian Administrative Agent, as applicable, for the account of such Lender to satisfy such Lender’s obligations hereunder until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and apply any such amounts to, any future funding obligations of such Lender hereunder; application of amounts pursuant to (i) and (ii) above shall be made in such order as may be determined by the Administrative Agent or the Canadian Administrative Agent, as applicable, in its discretion.
(f) Notwithstanding the foregoing, unless requested otherwise by the Canadian Borrowers (i) no Borrowings shall be made to a Canadian Borrower other than with respect to Banking Services for the purpose of paying any U.S. Obligations; and Swap Obligations, ninth, (ii) deposit accounts of the Canadian Borrowers may only be charged to pay any fees or expense reimbursements then due to the UK Revolving Lenders from the UK Borrower (other than in connection with Banking Services or Swap Canadian Obligations), tenth, to pay interest due in respect of the UK Protective Advances, eleventh, to pay the principal of the UK Protective Advances, twelfth, to pay interest then due and payable on the UK Loans (other than the UK Protective Advances) ratably, thirteenth, to prepay principal on the UK Loans (other than UK Protective Advances) and unreimbursed LC Disbursements with respect to UK Letters of Credit ratably, fourteenth, to the extent an Event of Default has occurred and is continuing, to pay an amount in cash, in the applicable currency in which such Letters of Credit were issued, to the UK Administrative Agent equal to one hundred two percent (102%) of the aggregate amount of all outstanding UK Letters of Credit and Canadian Letters of Credit to be held as cash collateral for such obligations, fifteenth, to the payment of any other Secured Obligations due to the UK Administrative Agent, the UK Collateral Agent, and any UK Re.
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