Collection Allocation Mechanism. (a) On the first date after the Closing Date on which there shall occur an Event of Default under Section 8.4 or 8.6 or the acceleration of Obligations pursuant to Section 9 (the "CAM Exchange Date"), (i) each Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Agent in accordance with Section 2.3(b) or 2.3(e)) participations in the Swing Loans, in an amount equal to such Lender's Pro Rata Share of each Swing Loan outstanding on such date, (ii) each Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Agent in accordance with Section 2.11) participations in the Obligations with respect to each Letter of Credit in an amount equal to such Lender's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit, and (iii) the Lenders shall automatically and without further act be deemed to have exchanged interests in the Revolving Loans and participations in the Swing Loans and Letters of Credit, such that in lieu of the interest of each Lender in each Revolving Loan and the Obligations with respect to each Swing Loan and Letter of Credit in which it shall participate as of such date (including such Lender's interest in the Obligations, Guaranties and Collateral of each Loan Party in respect thereof), such Lender shall hold an interest in every one of the Revolving Loans and a participation in all of the Obligations in respect of Swing Loans and Letters of Credit (including the Obligations, Guaranties and Collateral of each Loan Party in respect thereof), whether or not such Lender shall previously have participated therein, equal to such Xxxxxx's CAM Percentage thereof (the foregoing exchange being referred to as the "CAM Exchange"). Each Lender and each Loan Party hereby consents and agrees to the CAM Exchange, and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Revolving Loan or any participation in any Swing Loan or Letter of Credit. Each Loan Party agrees from time to time to execute and deliver to the Agent all such promissory notes and other instruments and documents as the Agent shall reasonably request to evidence and confirm the respective interests of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Revolving Loans hereunder to the Agent against delivery of any promissory notes evidencing its interests in the Revolving Loans so executed and delivered; provided, that, the failure of any Loan Party to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. (b) As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment received by Agent pursuant to any Loan Document in respect of any of the Obligations related to the Revolving Loans, the Letters of Credit and the Swing Loans, and all fees, costs and expenses arising out of or related to any of the foregoing, in each case as provided in the Loan Documents, and each distribution made by the Agent in respect of such Obligations, shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages. Any direct payment received by a Lender upon or after the CAM Exchange Date, including by way of setoff, in respect of an Obligation shall be paid over to the Agent for distribution to the Lenders in accordance herewith. (c) The provisions of this Section 9.3 are solely an agreement among the Lenders and Agent for the purpose of allocating risk and the Loan Parties have no additional obligations with respect thereto. (d) For purposes of this Section 9.3, "CAM Percentage" means, as to each Lender, a fraction, expressed as a percentage, of which (i) the numerator shall be the Dollar Equivalent of the aggregate amount of any Obligations owed to such Lender pursuant to the Loan Documents in respect of Revolving Loans, Letters of Credit and Swing Loans (including, without duplication, as to participations in Letters of Credit and Swing Loans), and fees, costs and expenses with respect to any of the foregoing, whether or not then due and payable, in each case immediately prior to the CAM Exchange Date, and (ii) the denominator shall be the Dollar Equivalent of the aggregate amount of any Obligations owed to Lenders pursuant to the Loan Documents in respect of Revolving Loans, Letters of Credit and Swing Loans (including, without duplication, as to participations in Letters of Credit and Swing Loans), and fees, costs and expenses with respect to any of the foregoing, whether or not then due and payable, in each case immediately prior to the CAM Exchange Date.
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Collection Allocation Mechanism. (a) On the first date after the Closing Date on which there shall occur an Event of Default under Section 8.4 or 8.6 or the acceleration of Obligations pursuant to Section 9 (the "CAM Exchange Date"), (i) each U.S. Revolving Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the U.S. Administrative Agent in accordance with Section 2.3(b) or 2.3(e2.5(d)) participations in the Swing Loans, U.S. Swingline Loans in an amount equal to such U.S. Revolving Lender's Pro Rata Share ’s pro rata share of each Swing U.S. Swingline Loan outstanding on such date, (ii) each Lender shall immediately be deemed simultaneously with the automatic conversions pursuant to have acquired (and shall promptly make payment therefor to the Agent in accordance with Section 2.11) participations in the Obligations with respect to each Letter of Credit in an amount equal to such Lender's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit, and clause (iii) below, the Lenders shall automatically and without further act (and without regard to the provisions of Section 10.5) be deemed to have exchanged interests in the Revolving Loans (other than the U.S. Swingline Loans) and Bankers’ Acceptances and B/A Equivalent Loans and participations in the Swing U.S. Swingline Loans and Letters of Credit, such that in lieu of the interest of each Lender in each Revolving Loan, Bankers’ Acceptance, B/A Equivalent Loan and the L/C Obligations with respect to each Swing Loan and Letter of Credit in which it shall participate as of such date (including such Lender's ’s interest in the Obligations, Guaranties Guaranty and Collateral of each Loan Party in respect thereofof each such Loan, Bankers’ Acceptance, and B/A Equivalent Loan and L/C Obligations), such Lender shall hold an interest in every one of the Revolving Loans (other than the U.S. Swingline Loans) and Bankers’ Acceptances and B/A Equivalent Loans and a participation in every one of the U.S. Swingline Loans and all of the L/C Obligations in respect of Swing Loans and Letters of Credit (including the Obligations, Guaranties guaranty and Collateral of each Loan Party in respect thereofof each such Loan), whether or not such Lender shall previously have participated therein, equal to such Xxxxxx's Lender’s CAM Percentage thereof and (iii) simultaneously with the foregoing deemed exchange being referred of interests pursuant to as clause (ii) above, the "interest in the Loans and Bankers’ Acceptances and B/A Equivalent Loans denominated in Canadian Dollars to be received in such deemed exchange shall be converted into Obligations denominated in Dollars and on and after such date all amounts accruing and owed to Lenders in respect of such Obligations shall accrue and be payable in Dollars at the rates otherwise applicable hereunder. It is understood and agreed that Lenders holding interests in Bankers’ Acceptances and B/A Equivalent Loans on the CAM Exchange Date shall discharge the obligations to such Bankers’ Acceptances and B/A Equivalent Loans at maturity in exchange for the interests acquired by such Lenders in the CAM Exchange"). Each Lender and each Loan Party hereby consents and agrees to the CAM Exchange, and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Revolving Loan or Bankers’ Acceptance or B/A Equivalent Loan or any participation in any Swing U.S. Swingline Loan or Letter of Credit. Each Loan Party agrees from time to time to execute and deliver to the Administrative Agent or the Canadian Agent, as appropriate, all such promissory notes and other instruments and documents as the Administrative Agent or the Canadian Agent, as appropriate, shall reasonably request to evidence and confirm the respective interests of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Revolving Loans hereunder to the Administrative Agent or the Canadian Agent, as appropriate, against delivery of any promissory notes evidencing its interests in the Revolving Loans and Bankers’ Acceptances and B/A Equivalent Loans so executed and delivered; provided, thathowever, that the failure of any Loan Party to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange.
(b) As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment received by the Administrative Agent or the Canadian Agent pursuant to any Loan Document in respect of any of the Obligations related to the Revolving Loans, the Letters of Credit and the Swing Loans, and all fees, costs and expenses arising out of or related to any of the foregoing, in each case as provided in the Loan DocumentsObligations, and each distribution made by the Administrative Agent or the Canadian Agent in respect of such the Obligations, shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages. Any direct payment received by a Lender upon or after the CAM Exchange Date, including by way of setoff, in respect of an Obligation shall be paid over to the Administrative Agent for distribution to the Lenders in accordance herewith.
(c) The provisions of this Section 9.3 are solely an agreement among the Lenders and Agent for the purpose of allocating risk and the Loan Parties have no additional obligations with respect thereto.
(d) For purposes of this Section 9.3, "CAM Percentage" means, as to each Lender, a fraction, expressed as a percentage, of which (i) the numerator shall be the Dollar Equivalent of the aggregate amount of any Obligations owed to such Lender pursuant to the Loan Documents in respect of Revolving Loans, Letters of Credit and Swing Loans (including, without duplication, as to participations in Letters of Credit and Swing Loans), and fees, costs and expenses with respect to any of the foregoing, whether or not then due and payable, in each case immediately prior to the CAM Exchange Date, and (ii) the denominator shall be the Dollar Equivalent of the aggregate amount of any Obligations owed to Lenders pursuant to the Loan Documents in respect of Revolving Loans, Letters of Credit and Swing Loans (including, without duplication, as to participations in Letters of Credit and Swing Loans), and fees, costs and expenses with respect to any of the foregoing, whether or not then due and payable, in each case immediately prior to the CAM Exchange Date.
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Collection Allocation Mechanism. (a) On the first date after the Closing Date on which there shall occur an Event of Default under Section 8.4 or 8.6 or the acceleration of Obligations pursuant to Section 9 (the "CAM Exchange Date"), (i) the Commitments shall automatically and without further act be terminated as provided in Article VIII, (ii) each Revolving Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Administrative Agent in accordance with Section 2.3(b) or 2.3(e2.04(c)) participations in the Swing Loans, Swingline Loans in an amount equal to such Revolving Lender's Pro Rata Share of each Swing Loan outstanding Swingline Exposure on such date, (ii) each Lender shall immediately be deemed to have acquired (and shall promptly make payment therefor to the Agent in accordance with Section 2.11) participations in the Obligations with respect to each Letter of Credit in an amount equal to such Lender's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit, date and (iii) the Lenders shall automatically and without further act (and without regard to the provisions of Section 10.04) be deemed to have exchanged interests in the Loans (other than the Swingline Loans) and B/A Drawings and, in the case of the Revolving Loans and Lenders, participations in the Swing Swingline Loans and Letters of Credit, Credit such that in lieu of the interest of each Lender in each Revolving Loan and the Obligations with respect to each Swing Loan Loan, B/A Drawing and Letter of Credit in which it shall participate as of such date (including such Lender's interest in the Obligations, Guaranties and Collateral Obligations of each Loan Credit Party in respect thereofof each such Loan, B/A Drawing and Letter of Credit), such Lender shall hold an interest in every one of the Revolving Loans (other than the Swingline Loans) and B/A Drawings and a participation in all every one of the Obligations in respect of Swing Swingline Loans and Letters of Credit (including the Obligations, Guaranties and Collateral Obligations of each Loan Credit Party in respect thereofof each such Loan and B/A Drawing and each LC Reserve Account established pursuant to Section 2.21(c) below), whether or not such Lender shall previously have participated therein, equal to such XxxxxxLender's CAM Percentage thereof (the foregoing exchange being referred to as the "CAM Exchange")thereof. Each Lender and each Loan Credit Party hereby consents and agrees to the CAM Exchange, and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Revolving Loan or any participation in any Swing Loan or Letter of CreditB/A Drawing. Each Loan Credit Party agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes Notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes Notes originally received by it in connection with its Revolving Loans hereunder to the Administrative Agent against delivery of any promissory notes new Notes evidencing its interests in the Revolving Loans so executed and deliveredLoans; providedPROVIDED, thatHOWEVER, that the failure of any Loan Credit Party to execute or deliver or of any Lender to accept any such promissory noteNote, instrument or document shall not affect the validity or effectiveness of the CAM Exchange.
(b) As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment received by the Administrative Agent or the Collateral Agent pursuant to any Loan Credit Document in respect of any of the Obligations related to the Revolving Loans, the Letters of Credit and the Swing Loans, and all fees, costs and expenses arising out of or related to any of the foregoing, in each case as provided in the Loan DocumentsObligations, and each distribution made by the Collateral Agent pursuant to any Security Document in respect of such the Obligations, shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages. Any direct payment received by a Lender upon or after the CAM Exchange Date, including by way of setoff, in respect of an Obligation shall be paid over to the Administrative Agent for distribution to the Lenders in accordance herewith.
(c) In the event that on the CAM Exchange Date any Letter of Credit shall be outstanding and undrawn in whole or in part, or any LC Disbursement shall not have been reimbursed by the US Borrower or with the proceeds of a Revolving Borrowing, each Revolving Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in US Dollars equal to such Revolving Lender's Available Revolving Percentage (calculated as of the date of issuance of each such outstanding and undrawn Letter of Credit and each Letter of Credit in respect of which each such LC Disbursement was made) of each such undrawn face amount or (to the extent it has not already done so) each such unreimbursed drawing, as the case may be, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to a Base Rate Revolving Loan in a principal amount equal to such amount. The provisions of this Section 9.3 are solely Administrative Agent shall establish a separate account or accounts for each Lender (each, an agreement among the Lenders and Agent "LC RESERVE ACCOUNT") for the purpose amounts received with respect to each such Letter of allocating risk Credit pursuant to the preceding sentence. The Administrative Agent shall deposit in each Lender's LC Reserve Account such Lender's CAM Percentage of the amounts received from the Revolving Lenders as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the Loan Parties have no additional amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender's CAM Percentage. The amounts held in each Lender's LC Reserve Account shall be held as a reserve against the LC Exposures, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Credit Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations with in respect theretoof Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.
(d) For purposes In the event that after the CAM Exchange Date any drawing shall be made in respect of a Letter of Credit, the Administrative Agent shall, at the request of the Letter of Credit Issuer, withdraw from the LC Reserve Account of each Lender any amounts, up to the amount of such Lender's CAM Percentage of such drawing, deposited in respect of such Letter of Credit and remaining on deposit and deliver such amounts to the Letter of Credit Issuer in satisfaction of the reimbursement obligations of the Revolving Lenders under Section 2.05(e). In the event that any Revolving Lender shall default on its obligation to pay over any amount to the Administrative Agent in respect of any Letter of Credit as provided in this Section 9.32.21, "CAM Percentage" meansthe Letter of Credit Issuer shall, in the event of a drawing thereunder, have a claim against such Revolving Lender to the same extent as to each Lenderif such Lender had defaulted on its obligations under Section 2.05(c), but shall have no claim against any other Lender in respect of such defaulted amount. Each other Lender shall have a fraction, expressed claim against such defaulting Revolving Lender for any damages sustained by it as a percentageresult of such default, including, in the event that such Letter of which (i) the numerator Credit shall be the Dollar Equivalent expire undrawn, its CAM Percentage of the aggregate defaulted amount.
(e) In the event that after the CAM Exchange Date any Letter of Credit shall expire undrawn, the Administrative Agent shall withdraw from the LC Reserve Account of each Lender the amount remaining on deposit therein in respect of such Letter of Credit and distribute such amount to such Lender.
(f) With the prior written approval of the Administrative Agent (not to be unreasonably withheld), any Lender may withdraw the amount held in its LC Reserve Account in respect of the undrawn amount of any Obligations owed Letter of Credit. Any Lender making such a withdrawal shall be unconditionally obligated, in the event there shall subsequently be a drawing under such Letter of Credit, to such Lender pursuant pay over to the Loan Documents in respect of Revolving LoansAdministrative Agent, Letters of Credit and Swing Loans (including, without duplication, as to participations in Letters of Credit and Swing Loans), and fees, costs and expenses with respect to any for the account of the foregoingapplicable Issuing Bank, whether or not then due on demand, its CAM Percentage of such drawing.
(g) In the event the CAM Exchange Date shall occur, Obligations of the Credit Parties denominated in any currency other than US Dollars shall, automatically and payablewith no further act required, be converted to obligations of the same Credit Parties denominated in each case US Dollars. Such conversion shall be deemed to have occurred immediately prior to the CAM Exchange Date, Lenders being deemed to have exchanged interests pursuant to Section 2.21(a)(iii) and (ii) the denominator shall be effected based upon the Dollar Equivalent of the aggregate amount of any Obligations owed to Lenders pursuant to the Loan Documents Spot Exchange Rates in respect of Revolving Loans, Letters of Credit and Swing Loans (including, without duplication, as to participations in Letters of Credit and Swing Loans), and fees, costs and expenses effect with respect to any of the foregoing, whether or not then due and payable, in each case immediately prior to relevant currencies on the CAM Exchange Date. On and after any such conversion, all amounts accruing and owed to any Lender in respect of its Obligations shall accrue and be payable in US Dollars at the rates otherwise applicable hereunder (and, in the case of interest on Loans and B/A Drawings, at the default rate applicable to ABR Loans hereunder).
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