Payments Generally; Allocation of Proceeds; Sharing of Set-offs Sample Clauses: 491 Samples

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~~ 3:00 p.m., Local Time, on the date when due, in immediately available funds, without ~~set~~ set-off or counterclaim. All payments hereunder shall be made in dollars. All payments made in respect of Loans shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans held by such Lenders. Any amounts received after ~~such time~~ 3:00 p.m. Local Time on any date may, in the discretion of the ~~Applicable~~ applicable 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 (i) with respect to payments of US Revolving Loans and Term Loans, to the US Administrative Agent 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~~ ▇▇, (ii) with respect to ~~an account designated by~~ payments of Canadian Revolving Loans, to the Canadian Administrative Agent at its offices at ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ Bank Plaza, Floor 18, Toronto, M57 2J2 Canada, except payments to be made directly to the Issuing Bank ~~with respect~~ or to ~~Canadian Letters of Credit or Canadian~~ a 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 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 of the US 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 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~~ any 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~~Borrowers), (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~~ during a Full Cash Dominion Period (which shall be applied in accordance with Section ~~2.10(f~~2.10(d)) or (ii) after an Event of Default has occurred and is continuing and the US 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~~ any Administrative Agent ~~and the Singapore Collateral Agent)~~ and the Issuing Banks from ~~any Loan Party~~ the 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 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 the Protective Advances) and unreimbursed LC Disbursements ratably (with ~~respect~~ amounts applied to ~~US Letters~~ the Eighteen Month Term Loans and the Twenty-Six Month Term Loans on a pro rata basis (in each case, against remaining installments in inverse order of ~~Credit ratably~~maturity), 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 US Administrative Agent equal to one hundred ~~two~~ three percent (~~102~~103%) 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 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~~Swap 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 Obligation due to ~~the US~~ any 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 Lender by the ~~UAE Loan Parties and Singapore Loan Parties in respect of Banking Services and Swap Obligations~~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~~continuing, neither the US 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 such event, (subject to the ~~applicable Borrower~~ terms of Section 2.18(e)) the US Borrowers shall pay the break funding payment required in accordance with Section 2.16. ~~The~~ Each of the US 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, any such payment from the Canadian Borrower and any such application of proceeds from Collateral of the Canadian Loan Parties shall be made solely in respect of Obligations of the Canadian Loan Parties. (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, 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 of US Revolving Loans 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 US Borrower maintained with the US Administrative Agent. The US Borrowers hereby irrevocably authorize the US 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 (~~which~~ including Swingline Loans, 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~~ deemed to have been requested pursuant to Sections 2.03, 2.04 or 2.05, as ~~specified~~ applicable. At the election of the Canadian 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 9.03) for which the Canadian Borrower is obligated, and other sums payable in respect of Obligations of the Canadian Borrower under the Loan Documents, may be paid from the proceeds of Borrowings of Canadian Revolving Loans 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 the Canadian ~~Borrower~~Borrower maintained with the Canadian Administrative Agent. The Canadian Borrower hereby irrevocably authorizes the Canadian Administrative Agent to make a Borrowing for the purpose of paying each payment of principal, interest and fees in respect of Canadian Revolving Loans as such payment becomes due hereunder or any other amount due from the Canadian Borrower under the Loan Documents and agrees that all such amounts charged shall constitute Canadian Revolving Loans (including Canadian Swingline Loans, but such a Borrowing may only constitute a Canadian Protective Advance for purposes of this Section 2.18(c), (Bif it is to reimburse costs, fees and expenses as described in Section 9.03) ~~a mandatory prepayment (which~~ and that all such Borrowings shall be ~~applied~~ deemed to have been requested pursuant to Sections 2.03, 2.04 or 2.05, as applicable. The US Borrowers authorize 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. The Canadian Borrower authorize the Canadian Administrative Agent to charge any deposit account of the Canadian Borrower maintained with the Canadian Administrative Agent for each payment of principal, interest and fees in respect of Canadian Revolving Loans as such payment becomes due hereunder or any other amount due from the Canadian Borrower under the Loan Documents. Notwithstanding the foregoing, any such payment from the Canadian Borrower and any such application of proceeds from Collateral of the Canadian Loan Parties shall be made solely in respect of Obligations of the Canadian Loan Parties. (d) 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 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 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 (including, for the avoidance of doubt, any assignment of or sale of a participation in any Loans to the Borrowers or any Subsidiary or Affiliate thereof in accordance with Section ~~2.11) or (C) amounts~~ 9.04(b)(ii)(G)). Each Borrower consents to ~~be applied from~~ the ~~Collection Account when full cash dominion is in effect~~ foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the ~~terms~~ foregoing arrangements may exercise against such Borrower rights of set-off and ~~conditions~~ 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) Notwithstanding any provision of this Agreement to the contrary, if at any time that the US Borrowers or the Canadian Borrower, as applicable, are required to make a payment or prepayment hereunder, the US Borrowers, or the Canadian Borrower, as applicable, would incur breakage costs under Section 2.16 as a result of any Eurodollar Loan being prepaid other than on the last day of an Interest Period applicable thereto (each such Eurodollar Loan, an “Affected Eurodollar Loan”), and provided that no Event of Default shall have occurred and is continuing at such time, then the US Borrowers or the Canadian Borrower, as applicable, may, in their discretion, initially deposit a portion (up to 100%) of the ~~Canadian Security Agreement~~ amount that otherwise would have been paid in respect of any Affected Eurodollar Loan with the applicable Administrative Agent, (which deposit must be equal in amount to the aggregate amount of the Affected Eurodollar Loans not immediately prepaid plus accrued interest to the date of such deposit (the amount of such deposit, the “Cash Collateral Amount”)) to be held as security for the Obligations of the Loan Parties hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the applicable Administrative Agent. On the last day of the Interest Period in which the Cash Collateral Amount is deposited in accordance with this Section 2.18(e) in respect of the applicable Affected Eurodollar Loans (or such earlier date or dates as shall be requested by the US Borrowers or the Canadian Borrower, as applicable), the Cash Collateral Amount shall be applied to repay an aggregate principal amount of such Loans equal to the Affected Eurodollar Loans not initially prepaid pursuant to this sentence, plus accrued interest thereon to the date of such deposit (it being understood, for avoidance of doubt, that the US Borrowers or the Canadian Borrower, as applicable, shall also be required to pay on the date of such application interest which has accrued on each such Affected Eurodollar Loan from the date of such deposit to the date of such application in accordance with Section ~~2.10(g~~2.13(e)(ii)). Notwithstanding anything to the contrary contained in this Section 2.18(e), all Cash Collateral Amounts deposited in accordance with this Section 2.18(e) ~~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 held for the sole benefit of the Lenders whose Loans would otherwise have been immediately prepaid with the amounts deposited and may 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 prepayment 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~~ such 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 immediately if an Event of Default has occurred and is continuing~~, to pay an amount in cash in~~ . (f) Unless the applicable ~~currency in which such Letters of Credit were issued,~~ Administrative Agent shall have received notice from the Borrower Representative prior to the ~~Canadian~~ date on which any payment is due to such Administrative Agent ~~with respect to Canadian Letters of Credit equal to one hundred two percent (102%)~~ for the account of the ~~aggregate amount of all outstanding Canadian Letters of Credit to be held as cash collateral for~~ Lenders or the Issuing Bank hereunder that the applicable Borrower(s) will not make such ~~obligations~~payment, ~~eighth~~the applicable Administrative Agent may assume that the applicable Borrower(s) have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the ~~payment~~ Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of ~~any other Secured Obligations due~~ the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the US Administrative Agent or the Canadian Administrative Agent, ~~Canadian Collateral~~ as applicable, forthwith on demand the amount so distributed to 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 the US Administrative Agent ~~and any Canadian Revolving Lender by~~ or 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, as applicable, at the ~~UK Collateral Agent~~greater of the Federal Funds Effective Rate and a rate determined by the US Administrative Agent 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, ~~and~~ then the applicable Administrative Agent may, in its discretion (notwithstanding any ~~UK Re~~contrary provision hereof), apply any amounts thereafter received by the applicable 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 (Bowne & Co Inc)

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

Sources: Credit Agreement (Edgen Murray II, L.P.)

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~~2.17, ~~Section 2.16, Section 2.17~~2.18 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 Time~~the 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 2.15~~Lender) 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 2.15~~Sections 2.17, ~~Section 2.16~~2.18, ~~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 Loans~~LC Disbursements denominated in Canadian Dollars and Acceptance Obligations, ~~Euro Denominated Loans~~and payments of Acceptance Fees, ~~Singapore Dollar Denominated Loans or Australian Dollar Denominated Loans~~commitment 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 Agreement~~expense 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(f~~2.12(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 (~~102~~105%) 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 Credit~~Swap 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 Lenders~~any 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, sixteenth~~tenth, 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 Obligations~~Canadian 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(g~~2.12(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 ~~Credit~~Credit ratably, ~~seventh, to the extent an Event of Default has occurred and is continuing~~eighth, 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 (~~102~~105%) 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 ~~obligations~~Obligations, ~~eighth~~ninth, 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 Advances~~applicable 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 obligations~~the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, ~~fifteenth~~other 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 Agent~~greater 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 Re~~Lender 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

Appears in 1 contract

Sources: Credit Agreement (Progress Rail Services, Inc.)

Common use of Payments Generally; Allocation of Proceeds; Sharing of Set-offs Clause in Contracts