Common use of U.S. Obligations Clause in Contracts

U.S. Obligations. After the exercise of remedies provided for in Section 8.02 (or after the U.S. Loans have automatically become immediately due and payable and the U.S. L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the U.S. Obligations shall be applied by U.S. Agent in the following order: First, to payment of that portion of the U.S. Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to U.S. Agent and amounts payable under Article III) payable to U.S. Agent in its capacity as such; Second, to payment of that portion of the U.S. Obligations constituting fees, indemnities and other amounts (other than principal, interest and L/C Fees) payable to U.S. Lenders and U.S. L/C Issuer (including fees, charges and disbursements of counsel to U.S. Lender and U.S. L/C Issuer) and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the U.S. Obligations constituting accrued and unpaid L/C Fees and interest on the U.S. Loans, L/C Borrowings and other U.S. Obligations, ratably among U.S. Lenders and U.S. L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the U.S. Obligations constituting unpaid principal of the U.S. Loans, and L/C Borrowings, ratably among U.S. Lenders and U.S. L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to U.S. Agent for the account of U.S. L/C Issuer, to Cash Collateralize that portion of U.S. L/C Obligations comprised of the aggregate undrawn amount of U.S. Letters of Credit; Sixth, to Canadian Agent for application to Canadian Obligations in the order set forth in Section 8.03(b); and Last, the balance, if any, after all of the U.S. Obligations have been paid in full, to U.S. Borrower or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of U.S. Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such U.S. Letters of Credit as they occur; provided, however, that if U.S. Borrower is required to Cash Collateralize any U.S. L/C Obligations following an Event of Default, such amount (to the extent not already applied as provided herein, and not otherwise required to be maintained as Cash Collateral pursuant to the terms of this Agreement in the absence of such Event of Default) shall be returned to U.S. Borrower after such Event of Default has been cured or waived so long as no other Default then exists. If any amount remains on deposit as Cash Collateral after all U.S. Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other U.S. Obligations, if any, in the order set forth above.

U.S. Obligations. After the exercise of remedies provided for in Section 8.02 (or after the U.S. Loans have automatically become immediately due and payable and the U.S. L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the U.S. Obligations shall be applied by U.S. Agent in the following order: First, to payment of that portion of the U.S. Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to U.S. Agent and amounts payable under Article III) payable to U.S. Agent in its capacity as such; 116 Second, to payment of that portion of the U.S. Obligations constituting fees, indemnities and other amounts (other than principal, interest and L/C Fees) payable to U.S. Lenders and U.S. L/C Issuer (including fees, charges and disbursements of counsel to U.S. Lender and U.S. L/C Issuer) and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the U.S. Obligations constituting accrued and unpaid L/C Fees and interest on the U.S. Loans, L/C Borrowings and other U.S. Obligations, ratably among U.S. Lenders and U.S. L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the U.S. Obligations constituting unpaid principal of the U.S. Loans, and L/C Borrowings, ratably among U.S. Lenders and U.S. L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to U.S. Agent for the account of U.S. L/C Issuer, to Cash Collateralize that portion of U.S. L/C Obligations comprised of the aggregate undrawn amount of U.S. Letters of Credit; Sixth, to payment of that portion of the U.S. Obligations constituting amounts payable by U.S. Borrower in connection with any Swap Contract between U.S. Borrower and any U.S. Lender or any Affiliate of any U.S. Lender and all amounts constituting Treasury Management Obligations of a Loan Party to a U.S. Lender or an Affiliate of a U.S. Lender; Seventh, to Canadian Agent for application to Canadian Obligations in the order set forth in Section 8.03(b); and Last, the balance, if any, after all of the U.S. Obligations have been paid in full, to U.S. Borrower or as otherwise required by Law. Subject to Section 2.03(c2.04(c), amounts used to Cash Collateralize the aggregate undrawn amount of U.S. Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such U.S. Letters of Credit as they occur; provided, however, that if U.S. Borrower is required to Cash Collateralize any U.S. L/C Obligations following an Event of Default, such amount (to the extent not already applied as provided herein, and not otherwise required to be maintained as Cash Collateral pursuant to the terms of this Agreement in the absence of such Event of Default) shall be returned to U.S. Borrower after such Event of Default has been cured or waived so long as no other Default then exists. If any amount remains on deposit as Cash Collateral after all U.S. Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other U.S. Obligations, if any, in the order set forth above.

U.S. Obligations. After During a Cash Dominion Trigger Period or, after the exercise of remedies provided for in Section 8.02 (or after the U.S. US Borrower Loans have automatically become immediately due and payable and the U.S. L/C Obligations with respect to US Letters of Credit have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02)) or at the direction of the Required Lenders following the occurrence and during the continuation of an Event of Default, any amounts received on account of the U.S. US Obligations shall be applied by U.S. the Administrative Agent in the following order: First, to payment of that portion of the U.S. US Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to U.S. Agent Attorney Costs and amounts payable under Article III) payable to U.S. the Administrative Agent in its capacity as such; Second, to payment of that portion of the U.S. US Obligations constituting fees, indemnities and other amounts (other than principal, interest principal and L/C Feesinterest) payable to U.S. the Lenders and U.S. L/C Issuer (including fees, charges and disbursements of counsel to U.S. Lender and U.S. L/C Issuer) Attorney Costs and amounts payable under Article III, but excluding amounts relating to Bank Products), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the U.S. US Obligations constituting accrued and unpaid L/C Fees interest and principal on the US Swingline Loans payable to the Administrative Agent; Fourth, to payment of that portion of the US Obligations constituting accrued and unpaid interest on the U.S. US Borrower Loans, L/C Borrowings with respect to US Letters of Credit and other U.S. ObligationsUS Obligations (excluding amounts relating to Bank Products), ratably among U.S. the Lenders and U.S. L/C Issuer in proportion to the respective amounts described in this clause Third ThirdFourth payable to them; FourthFifth, to payment of that portion of the U.S. US Obligations constituting (a) unpaid principal of the U.S. US Borrower Loans, and L/C BorrowingsBorrowings with respect to US Letters of Credit and (b) amounts due and owing under US Swaps up to the amount of the Bank Product Reserve with respect thereto, ratably among U.S. Lenders and U.S. L/C Issuer the LendersSecured Parties in proportion to the respective amounts described in this clause Fourth FourthFifth held by them; FifthSixth, to U.S. the Administrative Agent for the account of U.S. the L/C Issuer, to Cash Collateralize that portion of U.S. L/C Obligations comprised of the aggregate undrawn amount of U.S. US Letters of Credit; SixthSeventh, to Canadian payment of all other Bank Product Debt constituting US Obligations other than Bank Product Debt andUS Obligations due and owing to Defaulting Lenders; Eighth, to payment of the European Obligations; that portion of the European Obligations constituting (a) unpaid principal of the European Borrower Loans and L/C Borrowings with respect to European Letters of Credit and (b) amounts due and owing under European Swaps up to the amount of the Bank Product Reserve with respect thereto, ratably among the Secured Parties in proportion to the respective amounts described in this clause Eighth held by them; Ninth, to payment of Bank Product Debt constituting US Obligations other than Obligations due and owing to Defaulting Lenders; the Administrative Agent for application the account of the L/C Issuer, to Canadian Cash Collateralize that portion of L/C Obligations in comprised of the order set forth in Section 8.03(b)aggregate undrawn amount of European Letters of Credit; Tenth, to payment of any other US other Bank Product Debt constituting European Obligations other than European Obligations due and owing to Defaulting Lenders; Eleventh, to payment of all other US Obligations, other than US Obligations due and owing to Defaulting Lenders; Twelfth, to payment of all other European Obligations, other than European Obligations due and owing to Defaulting Lenders; Thirteenth, to payment of any US Obligations due and owing to Defaulting Lenders; Fourteenth, to payment of any European Obligations due and owing to Defaulting Lenders; and Last, the balance, if any, after all of the U.S. Obligations have been indefeasibly paid in full, to U.S. Borrower the US Borrowers or as otherwise required by Law. Subject to Section 2.03(c), (i) amounts used to Cash Collateralize the aggregate undrawn amount of U.S. US Letters of Credit pursuant to clause Fifth Sixth above shall be applied to satisfy drawings under such U.S. US Letters of Credit as they occur and (ii) amounts used to Cash Collateralize the aggregate undrawn amount of European Letters of Credit pursuant to clause Ninth above shall be applied to satisfy drawings under such European Letters of Credit as they occur; provided, however, that if U.S. Borrower is required to Cash Collateralize any U.S. L/C Obligations following an Event of Default, such amount (to the extent not already applied as provided herein, and not otherwise required to be maintained as Cash Collateral pursuant to the terms of this Agreement in the absence of such Event of Default) shall be returned to U.S. Borrower after such Event of Default has been cured or waived so long as no other Default then exists. If any amount remains on deposit as Cash Collateral after all U.S. US Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other U.S. US Obligations, if any, in the order set forth above. If any amount remains on deposit as Cash Collateral after all European Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other European Obligations, if any, in the order set forth above. Amounts distributed with respect to any Bank Product Debt shall be the actual amount of Bank Product Debt most recently reported in writing to the Administrative Agent.

U.S. Obligations. After the exercise Following an Event of remedies provided for in Section 8.02 (or after the U.S. Loans have automatically become immediately due Default and payable and the U.S. L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account acceleration of the U.S. Obligations Obligations, the Agent shall be applied by apply proceeds of U.S. Agent in the following orderCollateral as follows: First, to payment of that portion of the U.S. Secured Obligations constituting fees, indemnitiesexpenses (including expenses relating to attorneys’ fees and other professionals’ fees), expenses indemnities and other amounts (including fees, charges and disbursements of counsel due to U.S. Agent and amounts payable under Article III) payable to U.S. the Agent in its capacity as such; Second, to payment of that portion of the U.S. Secured Obligations constituting accrued and unpaid interest and accrued and unpaid Unused Commitment Fees or other fees, indemnities and other amounts (other than principal, interest and L/C Fees) payable to U.S. Lenders and U.S. L/C Issuer (including fees, charges and disbursements of counsel to U.S. Lender and U.S. L/C Issuer) and amounts payable under Article III), ratably among them amongst the Secured Parties in proportion to the respective amounts described in this clause Second payable “Second” due to them; Third, to payment of that portion of the U.S. Secured Obligations constituting accrued unpaid principal of the Loans and unpaid L/C Fees and interest on the U.S. Loans, L/C Borrowings and other U.S. Obligationsreimbursement obligations under Letters of Credit, ratably among U.S. amongst the Lenders and U.S. L/C Issuer in proportion to the respective amounts described in this clause Third payable “Third” due to them; Fourth, to payment of that portion of the U.S. Obligations constituting unpaid principal of the U.S. Loans, and L/C Borrowingsall other Secured Obligations, ratably among U.S. Lenders and U.S. L/C Issuer amongst the Secured Parties in proportion to the respective amounts described in this clause Fourth held by “Fourth” due to them; Fifth, to U.S. Agent for the account of U.S. L/C Issuer, to Cash Collateralize that portion of U.S. L/C Obligations comprised of the aggregate undrawn amount of U.S. Letters of Credit; Sixth, to Canadian Agent for application to Canadian Obligations in the order set forth in Section 8.03(b); and LastFinally, the balance, if any, after all of the U.S. Secured Obligations have been paid in fullsatisfied, to the U.S. Borrower or its applicable Subsidiary or as otherwise required by Law. Subject For purposes of this Section 9.3, if there are Secured Obligations arising out of Interest Rate Protection Agreements, the Requisite Lenders shall determine whether such obligations are most appropriately characterized as interest, principal, fees or other and shall add those obligations to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount appropriate category above. Any determination of U.S. Letters of Credit pursuant to clause Fifth above the Requisite Lenders in this regard shall be applied to satisfy drawings under such U.S. Letters of Credit as they occur; conclusive absent manifest error, provided, however, that if U.S. the characterization of such obligations shall be the same with respect to all Secured Parties. By way of example, the Requisite Lenders may determine that (a) obligations such as the net amount of Settlement Amounts (as defined in the 1992 form of Master Agreement (Multicurrency – Cross Border) or the 1992 form of Master Agreement (Local Currency – Single Jurisdiction) published by the International Swaps and Derivatives Association or any successor forms) owing by a Borrower is required to Cash Collateralize any U.S. L/C Obligations following an Event of Default, such amount (to the extent not already applied relevant Secured Party (as provided herein, and not otherwise required to be maintained reduced by the net amount of Unpaid Amounts (as Cash Collateral pursuant to the terms of this Agreement in the absence of such Event of Default) shall be returned to U.S. Borrower after such Event of Default has been cured or waived so long as no other Default then exists. If any amount remains on deposit as Cash Collateral after all U.S. Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other U.S. Obligationsdefined), if any, in or owing by the order set forth aboverelevant Secured Party to such Borrower shall be treated, for purposes of this Section 9.3, as principal on the Loans, and (b) Unpaid Amounts, interest on Unpaid Amounts and interest on Settlement Amounts owing by such Borrower to the relevant Secured Party shall be treated, for purposes of this Section 9.3, as interest. To the extent that proceeds of U.S. Collateral may applied against either the Canadian Secured Obligations guaranteed by the U.S. Borrower and U.S. Subsidiary Guarantors or against the other Secured Obligations, the Agent may make a determination as to how such Collateral shall be applied and such determination shall be conclusive absent manifest error. Each of the Loan Parties expressly agrees to such application.

U.S. Obligations. After the exercise of remedies provided for in Section 8.02 (or after the U.S. Loans have automatically become immediately due and payable and the U.S. L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the U.S. Obligations shall be applied by U.S. Agent in the following order: First, to payment of that portion of the U.S. Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to U.S. Agent and amounts payable under Article III) payable to U.S. Agent in its capacity as such; Second, to payment of that portion of the U.S. Obligations constituting fees, indemnities and other amounts (other than principal, interest and L/C Fees) payable to U.S. Lenders and U.S. L/C Issuer (including fees, charges and disbursements of counsel to U.S. Lender and U.S. L/C Issuer) and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the U.S. Obligations constituting accrued and unpaid L/C Fees and interest on the U.S. Loans, L/C Borrowings and other U.S. Obligations, ratably among U.S. Lenders and U.S. L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the U.S. Obligations constituting unpaid principal of the U.S. Loans, and L/C Borrowings, ratably among U.S. Lenders and U.S. L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to U.S. Agent for the account of U.S. L/C Issuer, to Cash Collateralize that portion of U.S. L/C Obligations comprised of the aggregate undrawn amount of U.S. Letters of Credit; Sixth, to payment of that portion of the U.S. Obligations constituting amounts payable by U.S. Borrower or U.K. Borrower in connection with any Swap Contract between such Borrower and any U.S. Lender or any Affiliate of any U.S. Lender and all amounts constituting Treasury Management Obligations of a Loan Party to a U.S. Lender or an Affiliate of a U.S. Lender; Seventh, to Canadian Agent for application to Canadian Obligations in the order set forth in Section 8.03(b); and Last, the balance, if any, after all of the U.S. Obligations and Canadian Obligations have been paid in full, to U.S. Borrower or as otherwise required by Law. Subject to Section 2.03(c2.04(c), amounts used to Cash Collateralize the aggregate undrawn amount of U.S. Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such U.S. Letters of Credit as they occur; provided, however, that if U.S. Borrower is required to Cash Collateralize any U.S. L/C Obligations following an Event of Default, such amount (to the extent not already applied as provided herein, and not otherwise required to be maintained as Cash Collateral pursuant to the terms of this Agreement in the absence of such Event of Default) shall be returned to U.S. Borrower after such Event of Default has been cured or waived so long as no other Default then exists. If any amount remains on deposit as Cash Collateral after all U.S. Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other U.S. Obligations, if any, in the order set forth above. Notwithstanding anything in this Section 8.03(a) to the contrary, amounts received from the U.K. Borrower with respect to the U.S. Obligations shall only be applied to satisfy U.S. Obligations of the U.K. Borrower.

U.S. Obligations. After During a Cash Dominion Trigger Period or after the exercise of remedies provided for in Section 8.02 (or after the U.S. US Borrower Loans have automatically become immediately due and payable and the U.S. L/C Obligations with respect to US Letters of Credit have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the U.S. US Obligations shall be applied by U.S. the Administrative Agent in the following order: First, to payment of that portion of the U.S. US Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to U.S. Agent Attorney Costs and amounts payable under Article III) payable to U.S. the Administrative Agent in its capacity as such; Second, to payment of that portion of the U.S. US Obligations constituting fees, indemnities and other amounts (other than principal, interest principal and L/C Feesinterest) payable to U.S. the Lenders and U.S. L/C Issuer (including fees, charges and disbursements of counsel to U.S. Lender and U.S. L/C Issuer) Attorney Costs and amounts payable under Article III, but excluding amounts relating to Bank Products), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the U.S. US Obligations constituting accrued and unpaid L/C Fees interest and principal on the US Swingline Loans payable to the Administrative Agent; Fourth, to payment of that portion of the US Obligations constituting accrued and unpaid interest on the U.S. US Borrower Loans, L/C Borrowings with respect to US Letters of Credit and other U.S. ObligationsUS Obligations (excluding amounts relating to Bank Products), ratably among U.S. the Lenders and U.S. L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; FourthFifth, to payment of that portion of the U.S. US Obligations constituting unpaid principal of the U.S. US Borrower Loans, and L/C BorrowingsBorrowings with respect to US Letters of Credit, ratably among U.S. the Lenders and U.S. L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; FifthSixth, to U.S. the Administrative Agent for the account of U.S. the L/C Issuer, to Cash Collateralize that portion of U.S. L/C Obligations comprised of the aggregate undrawn amount of U.S. US Letters of Credit; SixthSeventh, to Canadian Agent for application payment of all other US Obligations other than Bank Product Debt and Obligations due and owing to Canadian Defaulting Lenders; Eighth, to payment of the European Obligations; Ninth, to payment of Bank Product Debt constituting US Obligations in the order set forth in Section 8.03(b)other than Obligations due and owing to Defaulting Lenders; 112 Tenth, to payment of any other US Obligations due and owing to Defaulting Lenders; and Last, the balance, if any, after all of the U.S. Obligations have been indefeasibly paid in full, to U.S. Borrower the US Borrowers or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of U.S. US Letters of Credit pursuant to clause Fifth Sixth above shall be applied to satisfy drawings under such U.S. US Letters of Credit as they occur; provided, however, that if U.S. Borrower is required to Cash Collateralize any U.S. L/C Obligations following an Event of Default, such amount (to the extent not already applied as provided herein, and not otherwise required to be maintained as Cash Collateral pursuant to the terms of this Agreement in the absence of such Event of Default) shall be returned to U.S. Borrower after such Event of Default has been cured or waived so long as no other Default then exists. If any amount remains on deposit as Cash Collateral after all U.S. US Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other U.S. US Obligations, if any, in the order set forth above. Amounts distributed with respect to any Bank Product Debt shall be the actual amount of Bank Product Debt most recently reported in writing to the Administrative Agent.