Скачать или смотреть BC004 10.3 Application upon Enforcement of security 10.4 Conversion of proceeds

10.3 Application upon Enforcement of Security

Following the delivery of an Enforcement Notice, subject to Clause 9.3 (First Look Right), notwithstanding Clause 10.1 (Application of Interest Proceeds) and Clause 10.2 (Application of Principal Proceeds), the Collateral Administrator (in consultation with the Senior Agent and the Security Trustee) or the Security Trustee (in consultation with the Senior Agent) shall instruct the application of all Recovered Amounts (which, for the avoidance of doubt, shall include proceeds received pursuant to Clause 9.3 (First Look Right) or Clause 11 (Liquidation of the Collateral Assets)) on behalf of the Borrower, subject to Clause 2.6 (Repayment) and Clause 10.4 (Conversion of Proceeds), in accordance with the order of priority described in the Interest Priority of Payment as if the relevant date of distribution was a Payment Date and all Recovered Amounts were Interest Proceeds.

10.4 Conversion of Proceeds:

(a) If an FX Rebalancing is required in respect of a Payment Date the Borrower shall have the right, but not the obligation, to transfer Available Proceeds to the Parent in order to effect such FX Rebalancing provided that:

(i) such payment is made on or prior to the Business Day prior to the applicable Payment Date by the Borrower directly to the Parent Accounts and not to any other account (whether of the Parent or otherwise);

(ii) the Parent has previously entered into related currency transactions with one or more banks or currency dealers that it intends to settle to make the corresponding payments it needs to make to the Borrower pursuant to (iv) below (Currency Transactions), the Available Proceeds to be paid into the Parent Accounts plus any other monies that are standing to the credit of the Parent Accounts (at the time the Available Proceeds are debited from the Accounts) and are intended by the Parent to be used for the purposes of settling such Currency Transactions will be not less than the amounts payable by the Parent to effect such settlement and the proceeds of such settlement will be not less than the corresponding payments it needs to make to the Borrower pursuant to (iv) below (as calculated by the Parent to the satisfaction of the Senior Agent prior to each Available Proceeds being debited from the Accounts);

(iii) the Parent shall not dispose of any such payment into the Parent Accounts in whole or in part except, if the Parent so wishes, for the limited purpose of settling related Currency Transactions.

(iv) On or prior to the Business Day prior to the Payment Date, the Parent shall pay into the Primary Accounts such amounts in the Eligible Currencies that result from the conversion of all Available Proceeds transferred by the Borrower to effect such FX Rebalancing. This, for the avoidance of doubt, will be sufficient for the Borrower to make the distributions required on the Payment Date, taking into account the FX Rebalancing and Available Proceeds remaining credited to the Primary Accounts that were not paid to the Parent Accounts for conversion.

(v) The period between (1) the payment made by the Borrower pursuant to paragraph (i) and (2) the payment made by the Parent pursuant to paragraph (iv) does not exceed five Business Days.

(vi) No Cash Sweep Event or Event of Default is continuing at the time of such payment into the Parent Account, and the Borrower, in good faith, does not anticipate a Cash Sweep Event or Event of Default arising on or prior to the relevant Payment Date.

(vii) No Enforcement Notice has been delivered.

(b) If an FX Rebalancing is required in respect of a Payment Date but the Borrower does not elect to convert or cannot elect to convert Available Proceeds through the Parent in accordance with paragraph (a), the Borrower shall request the Account Bank to effect the conversion of Available Proceeds to effect such FX Rebalancing. Provided that any actual conversion of Available Proceeds shall be effected at the conversion rates actually achieved by the Account Bank, and any mismatch between such actual conversion and the intended FX Rebalancing due to the difference in the conversion rates actually achieved by the Account Bank and the conversion rate used by the Borrower in its original calculations to calculate the FX Rebalancing amounts shall not constitute a Default, Event of Default, or similar.

(c) For the avoidance of doubt, the obligation to repay an amount of a Senior Loan shall only be discharged by repayment of the same amount in the same currency of the Senior Loan when originally made.