Common use of Sharing Among the Lenders Clause in Contracts

Sharing Among the Lenders. Following the occurrence of a Default or Event of Default prior to the Conversion Date-Total, once the Revolving Facility has been drawn up to the Threshold Amount (including as a result of the Swing Line Commitment being reduced to nil, either by Advances or by 102. transfers of Loan Obligations made in accordance with Sections 4.10 and 6.13), all of the Secured Obligations must be repaid before the repayment of any Loan Obligations under the Unsecured Facility. Consequently, if there are Loan Obligations outstanding under the Unsecured Facility at the relevant time after completing any such transfers, any losses incurred shall be borne by the Unsecured Facility Lenders up to the full amount of the Loan Obligations then outstanding under the Unsecured Facility before any such losses are shared by the Revolving Facility Lenders or the Finnvera Facility Lenders. Accordingly, each Revolving Facility Lender and each Finnvera Facility Lender agrees as amongst themselves that except as otherwise provided for by the provisions of this Agreement (including the transfers required by the first paragraph of this Section 18.8), all amounts received by the Agents, in their capacity as agents of the Revolving Facility Lenders or the Finnvera Facility Lenders pursuant to this Agreement or any other document contemplated hereby (whether received by voluntary payment, by the exercise of the right of set-off or compensation or by counterclaim, cross-claim, separate action or as proceeds of realization of any security, other than agency fees), and all amounts received by any such Lender in relation to this Agreement, in each case following a Default (which is not remedied subsequent to such receipt) or an Event of Default (which is not waived subsequent to such receipt), shall be shared by each such Lender pro rata, in accordance with its respective Secured Applicable Percentage, and each such Lender undertakes to do all such things as may be reasonably required to give full effect to this Section 18.8. If any amount which is so shared is later recovered from the Lender who originally received it, each other Revolving Facility Lender and each Finnvera Facility Lender shall restore its proportionate share of such amount to such Lender, without interest. Each Unsecured Facility Lender agrees as amongst themselves that except as otherwise provided for by the provisions of this Agreement (including the principle that all of the Secured Obligations must be repaid before the repayment of Loan Obligations under the Unsecured Facility after the transfers required by the first paragraph of this Section 18.8), all amounts received by the Agent, in its capacity as agent of the Unsecured Facility Lenders pursuant to this Agreement or any other document contemplated hereby (whether received by voluntary payment, by the exercise of the right of set-off or compensation or by counterclaim, cross-claim, separate action or as proceeds of realization of any security, other than agency fees), and all amounts received by any Unsecured Facility Lender in relation to this Agreement, in each case following a Default (which is not remedied subsequent to such receipt) or an Event of Default (which is not waived subsequent to such receipt), shall be shared by each such Lender pro rata, in accordance with its respective Unsecured Applicable Percentage, and each such Lender undertakes to do all such things as may be reasonably required to give full effect to this Section 18.8. If any amount which is so shared is later recovered from the Lender who originally received it, each other Unsecured Facility Lender shall restore its proportionate share of such amount to such Lender, without interest. As a necessary consequence of the foregoing, if the amounts realized by the Agents are not sufficient to repay the aggregate amount of the Secured Obligations, each Revolving Facility Lender and Finnvera Facility Lender shall share, in a percentage equal to its Secured Applicable Percentage, any losses incurred as a result of any Default or Event of Default by 103. the Borrower, and shall pay to the Agent, within two (2) Business Days following a request by the Agent, any amount required to ensure that such Lender bears its pro rata share of such losses, if any, including any amounts required to be paid to any Lender in respect of any Bankers’ Acceptances and, for greater certainty, amounts forming part of the Swing Line Loan (which forms part of the Revolving Facility). If the amounts realized by the Agents are sufficient to repay the aggregate amount of the Secured Obligations after the transfers required by the first paragraph of this Section 18.8, but are not sufficient to repay the Loan Obligations under the Unsecured Facility, each Unsecured Facility Lender shall share, in a percentage equal to its Unsecured Applicable Percentage, any losses incurred as a result of any Default or Event of Default by the Borrower, and shall pay to the Agent, within two (2) Business Days following a request by the Agent, any amount required to ensure that such Lender bears its pro rata share of such losses, if any, including any amounts required to be paid to any Lender in respect of any Bankers’ Acceptances. Such obligations to share losses shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (1) any set-off, compensation, counterclaim, recoupment, defence or other right which such Lender may have against the Agents, the Borrower or any other Person for any reason whatsoever; (2) the occurrence or continuance of any Default or Event of Default; (3) any adverse change in the condition (financial or otherwise) of the Borrower or any other Person; (4) any breach of this Agreement by the Borrower or any other Person; or (5) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender does not make available the amount required hereunder, the Agent shall be entitled to recover such amount on demand from such Lender, together with interest thereon at the Prime Rate from the date of non-payment until such amount is paid in full.

Appears in 2 contracts

Samples: Credit Agreement (Quebecor Media Inc), Credit Agreement (Videotron Ltee)

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Sharing Among the Lenders. Following the occurrence of a Default or Event of Default prior to the Conversion Date-Total, once the Revolving Facility has been drawn up to the Threshold Amount (including as a result of the Swing Line Commitment being reduced to nil, either by Advances or by 102. transfers of Loan Obligations made in accordance with Sections 4.10 and 6.13), all of the Secured Obligations must be repaid before the repayment of any Loan Obligations under the Unsecured Facility. Consequently, if there are Loan Obligations outstanding under the Unsecured Facility at the relevant time after completing any such transfers, any losses incurred shall be borne by the Unsecured Facility Lenders up to the full amount of the Loan Obligations then outstanding under the Unsecured Facility before any such losses are shared by the Revolving Facility Lenders or the Finnvera Facility Lenders. Accordingly, each Revolving Facility Lender and each Finnvera Facility Each Lender agrees that as amongst themselves that themselves, except as otherwise provided for by the provisions of this Agreement (including the transfers required by the first paragraph of this Section 18.8)Agreement, all amounts received by the AgentsAgent, in their its capacity as agents agent of the Revolving Facility Lenders or the Finnvera Facility Lenders pursuant to this Agreement or any other document contemplated hereby (whether received by voluntary payment, by the exercise of the right of set-off or compensation or by counterclaim, cross-claim, separate action or as proceeds of realization of any securitySecurity, other than agency fees), fees and all amounts received by any such Lender arrangement fees and as provided in relation to the third paragraph of this Agreement, in each case following a Default (which is not remedied subsequent to such receipt) or an Event of Default (which is not waived subsequent to such receiptSection 18.9), shall be shared by each such Lender pro rata, in accordance with its their respective Secured Applicable Percentage, Commitment and each such Lender undertakes to do all such things as may be reasonably required to give full effect to this Section 18.818.9. If any amount which is so shared is later recovered from the Lender who originally received it, each other Revolving Facility Lender and each Finnvera Facility Lender shall restore its proportionate share of such amount to such Lender, without interest. Each Unsecured Facility Lender agrees as amongst themselves that except as otherwise provided for by the provisions of this Agreement (including the principle that all of the Secured Obligations must be repaid before the repayment of Loan Obligations under the Unsecured Facility after the transfers required by the first paragraph of this Section 18.8), all amounts received by the Agent, in its capacity as agent of the Unsecured Facility Lenders pursuant to this Agreement or any other document contemplated hereby (whether received by voluntary payment, by the exercise of the right of set-off or compensation or by counterclaim, cross-claim, separate action or as proceeds of realization of any security, other than agency fees), and all amounts received by any Unsecured Facility Lender in relation to this Agreement, in each case following a Default (which is not remedied subsequent to such receipt) or an Event of Default (which is not waived subsequent to such receipt), shall be shared by each such Lender pro rata, in accordance with its respective Unsecured Applicable Percentage, and each such Lender undertakes to do all such things as may be reasonably required to give full effect to this Section 18.8. If any amount which is so shared is later recovered from the Lender who originally received it, each other Unsecured Facility Lender shall restore its proportionate share of such amount to such Lender, without interest. As a necessary consequence of the foregoing, if the amounts realized by the Agents are not sufficient to repay the aggregate amount of the Secured Obligations, each Revolving Facility Lender and Finnvera Facility Lender shall share, in a percentage equal to its Secured Applicable PercentageCommitment, any losses incurred as a result of any Default or Event of Default by 103. the BorrowerDefault, and shall pay to the Agent, within two (2) Business Days following a request by the Agent, any amount required to ensure that such Lender bears its pro rata share of such losses, if any, including any amounts required to be paid to any Lender in respect of any Bankers' Acceptances and, for greater certainty, amounts forming part or Letters of the Swing Line Loan (which forms part of the Revolving Facility). If the amounts realized by the Agents are sufficient to repay the aggregate amount of the Secured Obligations after the transfers required by the first paragraph of this Section 18.8, but are not sufficient to repay the Loan Obligations under the Unsecured Facility, each Unsecured Facility Lender shall share, in a percentage equal to its Unsecured Applicable Percentage, any losses incurred as a result of any Default or Event of Default by the Borrower, and shall pay to the Agent, within two (2) Business Days following a request by the Agent, any amount required to ensure that such Lender bears its pro rata share of such losses, if any, including any amounts required to be paid to any Lender in respect of any Bankers’ AcceptancesCredit. Such obligations obligation to share losses shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, including (1) any set-off, compensation, counterclaim, recoupment, defence or other right which such Lender may have against the AgentsAgent, any member of the Borrower Restricted Group or any other Person for any reason whatsoever; (2) the occurrence or continuance of any Default or Event of Default; (3) any adverse change in the condition (financial or otherwise) of the Borrower Restricted Group or any other Person; (4) any breach of this Agreement by the Borrower Borrowers, IPG, LLC or any other Person; or (5) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender does not make available the amount required hereunder, the Agent shall be entitled to recover such amount on demand from such Lender, together with interest thereon at the US Prime Rate from the date of non-payment until such amount is paid in full.

Appears in 1 contract

Samples: Credit Agreement (Intertape Polymer Group Inc)

Sharing Among the Lenders. Following the occurrence of a Default or Event of Default prior to the Conversion Date-Total, once the Revolving Facility has been drawn up to the Threshold Amount (including as a result of the Swing Line Commitment being reduced to nil, either by Advances or by 102. transfers of Loan Obligations made in accordance with Sections 4.10 and 6.13), all of the Secured Obligations must be repaid before the repayment of any Loan Obligations under the Unsecured Facility. Consequently, if there are Loan Obligations outstanding under the Unsecured Facility at the relevant time after completing any such transfers, any losses incurred shall be borne by the Unsecured Facility Lenders up to the full amount of the Loan Obligations then outstanding under the Unsecured Facility before any such losses are shared by the Revolving Facility Lenders or the Finnvera Facility Lenders. Accordingly, each Revolving Facility Lender and each Finnvera Facility Each Lender agrees as amongst themselves that except as otherwise provided for by the provisions of this Agreement (including the transfers required by the first paragraph of this Section 18.8)Agreement, all amounts received by the Agents, in their capacity as agents of the Revolving Facility Lenders or the Finnvera Facility Lenders pursuant to this Agreement or any other document contemplated hereby (whether received by voluntary payment, by the exercise of the right of set-off or compensation or by counterclaim, cross-claim, separate action or as proceeds of realization of any security, other than agency fees), and all amounts received by any such Lender in relation to this Agreement, in each case following a Default (which is not remedied subsequent to such receipt) or an Event of Default (which is not waived subsequent to such receipt), shall be shared by each such Lender pro rata, in accordance with its respective Secured Applicable Percentage, and each such Lender undertakes to do all such things as may be reasonably required to give full effect to this Section 18.8. If any amount which is so shared is later recovered from the Lender who originally received it, each other Revolving Facility Lender and each Finnvera Facility Lender shall restore its proportionate share of such amount to such Lender, without interest. Each Unsecured Facility Lender agrees as amongst themselves that except as otherwise provided for by the provisions of this Agreement (including the principle that all of the Secured Obligations must be repaid before the repayment of Loan Obligations under the Unsecured Facility after the transfers required by the first paragraph of this Section 18.8), all amounts received by the Agent, in its capacity as agent of the Unsecured Facility Lenders pursuant to this Agreement or any other document contemplated hereby (whether received by voluntary payment, by the exercise of the right of set-off or compensation or by counterclaim, cross-claim, separate action or as proceeds of realization of any security, other than agency fees), and all amounts received by any Unsecured Facility Lender in relation to this Agreement, in each case following a Default (which is not remedied subsequent to such receipt) or an Event of Default (which is not waived subsequent to such receipt), shall be shared by each such Lender pro rata, in accordance with its respective Unsecured Applicable Percentage, and each such Lender undertakes to do all such things as may be reasonably required to give full effect to this Section 18.8. If any amount which is so shared is later recovered from the Lender who originally received it, each other Unsecured Facility Lender shall restore its proportionate share of such amount to such Lender, without interest. As a necessary consequence of the foregoing, if the amounts realized by the Agents are not sufficient to repay the aggregate amount of the Secured Obligations, each Revolving Facility Lender and Finnvera Facility Lender shall share, in a percentage equal to its Secured Applicable Percentage, any losses incurred as a result of any Default or Event of Default by 103. the Borrower, and shall pay to the Agent, within two (2) Business Days following a request by the Agent, any amount required to ensure that such Lender bears its pro rata share of such losses, if any, including any amounts required to be paid to any Lender in respect of any Bankers’ Acceptances and, for greater certainty, amounts forming part of the Swing Line Loan (which forms form part of the Revolving Facility). If the amounts realized by the Agents are sufficient to repay the aggregate amount of the Secured Obligations after the transfers required by the first paragraph of this Section 18.8, but are not sufficient to repay the Loan Obligations under the Unsecured Facility, each Unsecured Facility Lender shall share, in a percentage equal to its Unsecured Applicable Percentage, any losses incurred as a result of any Default or Event of Default by the Borrower, and shall pay to the Agent, within two (2) Business Days following a request by the Agent, any amount required to ensure that such Lender bears its pro rata share of such losses, if any, including any amounts required to be paid to any Lender in respect of any Bankers’ Acceptances. Such obligations obligation to share losses shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (1) any set-off, compensation, counterclaim, recoupment, defence or other right which such Lender may have against the AgentsAgent, the Borrower or any other Person for any reason whatsoever; (2) the occurrence or continuance of any Default or Event of Default; (3) any adverse change in the condition (financial or otherwise) of the Borrower or any other Person; (4) any breach of this Agreement by the Borrower or any other Person; or (5) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender does not make available the amount required hereunder, the Agent shall be entitled to recover such amount on demand from such Lender, together with interest thereon at the Prime Rate from the date of non-payment until such amount is paid in full.

Appears in 1 contract

Samples: Credit Agreement (Videotron Ltee)

Sharing Among the Lenders. Following the occurrence of a Default or Event of Default prior to the Conversion Date-Total, once the Revolving Facility has been drawn up to the Threshold Amount (including as a result of the Swing Line Commitment being reduced to nil, either by Advances or by 102. transfers of Loan Obligations made in accordance with Sections 4.10 and 6.13), all of the Secured Obligations must be repaid before the repayment of any Loan Obligations under the Unsecured Facility. Consequently, if there are Loan Obligations outstanding under the Unsecured Facility at the relevant time after completing any such transfers, any losses incurred shall be borne by the Unsecured Facility Lenders up to the full amount of the Loan Obligations then outstanding under the Unsecured Facility before any such losses are shared by the Revolving Facility Lenders or the Finnvera Facility Lenders. Accordingly, each Revolving Facility Lender and each Finnvera Facility Each Lender agrees that as amongst themselves that themselves, except as otherwise provided for by the provisions of this Agreement (including the transfers required by the first paragraph of this Section 18.8)Agreement, all amounts received by the AgentsAgent, in their its capacity as agents agent of the Revolving Facility Lenders or the Finnvera Facility Lenders pursuant to this Agreement or any other document contemplated hereby (whether received by voluntary payment, by the exercise of the right of set-off or compensation or by counterclaim, cross-claim, separate action or as proceeds of realization of any security, other than agency fees), and all amounts received by any such Lender in relation to this Agreement, in each case following a Default (which is not remedied subsequent to such receipt) or an Event of Default (which is not waived subsequent to such receipt), Agreement shall be shared by each such Lender pro rata, in accordance with its their respective Secured Applicable Percentage, Commitment and each such Lender undertakes to do all such things as may be reasonably required to give full effect to this Section 18.8. If any amount which is so shared is later recovered from the Lender who originally received it, each other Revolving Facility Lender and each Finnvera Facility Lender shall restore its proportionate share of such amount to such Lender, without interest. Each Unsecured Facility Lender agrees as amongst themselves that except as otherwise provided for by the provisions of this Agreement (including the principle that all of the Secured Obligations must be repaid before the repayment of Loan Obligations under the Unsecured Facility after the transfers required by the first paragraph of this Section 18.8), all amounts received by the Agent, in its capacity as agent of the Unsecured Facility Lenders pursuant to this Agreement or any other document contemplated hereby (whether received by voluntary payment, by the exercise of the right of set-off or compensation or by counterclaim, cross-claim, separate action or as proceeds of realization of any security, other than agency fees), and all amounts received by any Unsecured Facility Lender in relation to this Agreement, in each case following a Default (which is not remedied subsequent to such receipt) or an Event of Default (which is not waived subsequent to such receipt), shall be shared by each such Lender pro rata, in accordance with its respective Unsecured Applicable Percentage, and each such Lender undertakes to do all such things as may be reasonably required to give full effect to this Section 18.8. If any amount which is so shared is later recovered from the Lender who originally received it, each other Unsecured Facility Lender shall restore its proportionate share of such amount to such Lender, without interest. As a necessary consequence of the foregoing, if the amounts realized by the Agents are not sufficient to repay the aggregate amount of the Secured Obligations, each Revolving Facility Lender and Finnvera Facility Lender shall share, in a percentage equal to its Secured Applicable Percentage, any losses incurred as a result of any Default or Event of Default by 103. the Borrower, and shall pay to the Agent, within two Commitment (2) Business Days following a request by the Agent, any amount required to ensure that such Lender bears its pro rata share of such losses, if any, including any amounts required to be paid to any Lender in respect of any Bankers’ Acceptances and, for greater certainty, amounts forming part of the Swing Line Loan (which forms part of the Revolving Facility). If the amounts realized by the Agents are sufficient to repay the aggregate amount of the Secured Obligations after the transfers required by the first paragraph purposes of this Section 18.8Section, but are not sufficient a Lender that holds a Derivative Instrument creating Deriviative Obligations shall have a Commitment that is deemed to repay the Loan Obligations under the Unsecured Facility, each Unsecured Facility Lender shall share, be in a percentage an amount equal to (a) its Unsecured Applicable PercentageCommitment otherwise calculated, plus (b) the Negative Value of Derivative Instruments entered into by such Lender that created Derivative Obligations), any losses incurred as a result of any Default or Event of Default by the Borrower, and shall pay to the Agent, within two (2) Business Days following a request by the Agent, any amount required to ensure that such Lender bears its pro rata share of such losses, if any, including any amounts required to be paid to any Lender in respect of any Bankers’ AcceptancesAcceptances and, for greater certainty, amounts forming part of the Cash Management Facilities (which form part of the Revolving Facility). Such obligations obligation to share losses shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (1) any set-off, compensation, counterclaim, recoupment, defence or other right which such Lender may have against the AgentsAgent, the Borrower or any other Person for any reason whatsoever; (2) the occurrence or continuance of any Default or Event of Default; (3) any adverse change in the condition (financial or otherwise) of the Borrower or any other Person; (4) any breach of this Agreement by the Borrower or any other Person; or (5) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender does not make available the amount required hereunder, the Agent shall be entitled to recover such amount on demand from such Lender, together with interest thereon at the Prime Rate from the date of non-payment until such amount is paid in full.

Appears in 1 contract

Samples: Credit Agreement (Videotron Ltee)

Sharing Among the Lenders. Following the occurrence of a Default or Event of Default prior to the Conversion Date-TotalThe Lenders agree among themselves that, once the Revolving Facility has been drawn up to the Threshold Amount (including as a result of the Swing Line Commitment being reduced to nil, either by Advances or by 102. transfers of Loan Obligations made in accordance with Sections 4.10 and 6.13), all of the Secured Obligations must be repaid before the repayment of any Loan Obligations under the Unsecured Facility. Consequently, if there are Loan Obligations outstanding under the Unsecured Facility at the relevant time after completing any such transfers, any losses incurred shall be borne by the Unsecured Facility Lenders up to the full amount of the Loan Obligations then outstanding under the Unsecured Facility before any such losses are shared by the Revolving Facility Lenders or the Finnvera Facility Lenders. Accordingly, each Revolving Facility Lender and each Finnvera Facility Lender agrees as amongst themselves that except as otherwise provided for by the provisions of this Agreement (including the transfers required by the first paragraph of this Section 18.8)Agreement, all amounts sums received by the Agents, Administrative Agent in their its capacity as agents agent of the Revolving Facility Lenders, for the ratable account of the Lenders or the Finnvera Facility Lenders pursuant relative to this Agreement or any other document contemplated hereby (whether received by voluntary payment, by the exercise of the right of set-off or compensation or by counterclaim, cross-claim, separate cross action or as proceeds of realization of any security, other than agency fees), and all amounts received by any such Lender in relation to this Agreement, in each case following a Default (which is not remedied subsequent to such receipt) or an Event of Default (which is not waived subsequent to such receipt), shall be shared by each such Lender pro rata, in accordance with its their respective Secured Applicable Percentage, Participations and each such Lender undertakes to do all such things as may be reasonably required to give full effect to this Section 18.815.9. If any amount sum which is so shared is later recovered from the Lender who originally received it, each of the other Revolving Facility Lender and each Finnvera Facility Lender Lenders shall restore its proportionate share of such amount sum to such Lender, without interest. Each Unsecured Facility If any Lender agrees as amongst themselves that except as otherwise provided for by the provisions of this Agreement (including the principle that all of the Secured Obligations must be repaid before the repayment of Loan Obligations under the Unsecured Facility after the transfers required by the first paragraph of this Section 18.8), all amounts received by the Agent, in its capacity as agent of the Unsecured Facility Lenders pursuant to this Agreement or obtains any other document contemplated hereby payment (whether received by voluntary paymentvoluntary, by involuntary or through the exercise of the any right of set-off or compensation or by counterclaim, cross-claim, separate action or as proceeds of realization of any security) on account of the Loan in excess of its ratable share of payments on account of the Loan obtained by all the Lenders, other than agency fees), and all amounts received by any Unsecured Facility Lender in relation to this Agreement, in each case following a Default (which is not remedied subsequent to such receipt) or an Event of Default (which is not waived subsequent to such receipt), shall be shared by each such Lender shall promptly deliver such amount to the Administrative Agent for distribution to all Lenders pro rata, rata in accordance with its their respective Unsecured Applicable Percentage, and each such Participations. Each Lender undertakes to do all such things as may be reasonably required to give full effect to this Section 18.8. If any amount which is so shared is later recovered from agrees with the Lender who originally received it, each other Unsecured Facility Lender shall restore its proportionate share of such amount to such LenderLenders that it will not, without interest. As a necessary consequence the prior written consent of the foregoingother Lenders, if the amounts realized by the Agents are not sufficient to repay the aggregate amount take or obtain any Lien on any property of the Secured Obligations, each Revolving Facility Lender and Finnvera Facility Lender shall share, in a percentage equal to its Secured Applicable Percentage, any losses incurred as a result of any Default or Event of Default by 103. the Borrower, and shall pay to the Agent, within two (2) Business Days following a request by the Agent, any amount required to ensure that such Lender bears its pro rata share of such losses, if any, including any amounts required to be paid to any Lender in respect of any Bankers’ Acceptances and, for greater certainty, amounts forming part of the Swing Line Loan (which forms part of the Revolving Facility). If the amounts realized by the Agents are sufficient to repay the aggregate amount of the Secured Obligations after the transfers required by the first paragraph of this Section 18.8, but are not sufficient to repay the Loan Obligations under the Unsecured Facility, each Unsecured Facility Lender shall share, in a percentage equal to its Unsecured Applicable Percentage, any losses incurred as a result of any Default or Event of Default by the Borrower, and shall pay to the Agent, within two (2) Business Days following a request by the Agent, any amount required to ensure that such Lender bears its pro rata share of such losses, if any, including any amounts required to be paid to any Lender in respect of any Bankers’ Acceptances. Such obligations to share losses shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (1) any set-off, compensation, counterclaim, recoupment, defence or other right which such Lender may have against the Agents, the Borrower Company or any other Person for any reason whatsoever; (2) Material Subsidiary to secure the occurrence or continuance of any Default or Event of Default; (3) any adverse change in the condition (financial or otherwise) obligations of the Borrower or any other Person; (4) any breach of this Agreement by the Borrower or any other Person; or (5) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender does not make available the amount required Guarantors hereunder, except for the Agent shall benefit of all Lenders or as may otherwise be entitled to recover such amount on demand from such Lender, together with interest thereon at the Prime Rate from the date of non-payment until such amount is paid in fullrequired by Law.

Appears in 1 contract

Samples: Credit Agreement (Black Hawk Merger Sub Inc)

Sharing Among the Lenders. Following the occurrence of a Default or Event of Default prior to the Conversion Date-Total, once the Revolving Facility has been drawn up to the Threshold Amount (including as a result of the Swing Line Commitment being reduced to nil, either by Advances or by 102. transfers of Loan Obligations made in accordance with Sections 4.10 and 6.13), all of the Secured Obligations must be repaid before the repayment of any Loan Obligations under the Unsecured Facility. Consequently, if there are Loan Obligations outstanding under the Unsecured Facility at the relevant time after completing any such transfers, any losses incurred shall be borne by the Unsecured Facility Lenders up to the full amount of the Loan Obligations then outstanding under the Unsecured Facility before any such losses are shared by the Revolving Facility Lenders or the Finnvera Facility Lenders. Accordingly, each Revolving Facility Lender and each Finnvera Facility Each Lender agrees that as amongst themselves that themselves, except as otherwise provided for by the provisions of this Agreement (including the transfers required by the first paragraph of this Section 18.8)Agreement, all amounts received by the AgentsAgent, in their its capacity as agents agent of the Revolving Facility Lenders or the Finnvera Facility Lenders pursuant to this Agreement or any other document contemplated hereby (whether received by voluntary payment, by the exercise of the right of set-off or compensation or by counterclaim, cross-claim, separate action or as proceeds of realization of any security, other than agency fees), and all amounts received by any such Lender in relation to this Agreement, in each case following a Default (which is not remedied subsequent to such receipt) or an Event of Default (which is not waived subsequent to such receipt), Agreement shall be shared by each such Lender pro rata, in accordance with its their respective Secured Applicable Percentage, Commitment and each such Lender undertakes to do all such things as may be reasonably required to give full effect to this Section 18.8. If any amount which is so shared is later recovered from the Lender who originally received it, each other Revolving Facility Lender and each Finnvera Facility Lender shall restore its proportionate share of such amount to such Lender, without interest. Each Unsecured Facility Lender agrees as amongst themselves that except as otherwise provided for by the provisions of this Agreement (including the principle that all of the Secured Obligations must be repaid before the repayment of Loan Obligations under the Unsecured Facility after the transfers required by the first paragraph of this Section 18.8), all amounts received by the Agent, in its capacity as agent of the Unsecured Facility Lenders pursuant to this Agreement or any other document contemplated hereby (whether received by voluntary payment, by the exercise of the right of set-off or compensation or by counterclaim, cross-claim, separate action or as proceeds of realization of any security, other than agency fees), and all amounts received by any Unsecured Facility Lender in relation to this Agreement, in each case following a Default (which is not remedied subsequent to such receipt) or an Event of Default (which is not waived subsequent to such receipt), shall be shared by each such Lender pro rata, in accordance with its respective Unsecured Applicable Percentage, and each such Lender undertakes to do all such things as may be reasonably required to give full effect to this Section 18.8. If any amount which is so shared is later recovered from the Lender who originally received it, each other Unsecured Facility Lender shall restore its proportionate share of such amount to such Lender, without interest. As a necessary consequence of the foregoing, if the amounts realized by the Agents are not sufficient to repay the aggregate amount of the Secured Obligations, each Revolving Facility Lender and Finnvera Facility Lender shall share, in a percentage equal to its Secured Applicable Percentage, any losses incurred as a result of any Default or Event of Default by 103. the Borrower, and shall pay to the Agent, within two Commitment (2) Business Days following a request by the Agent, any amount required to ensure that such Lender bears its pro rata share of such losses, if any, including any amounts required to be paid to any Lender in respect of any Bankers’ Acceptances and, for greater certainty, amounts forming part of the Swing Line Loan (which forms part of the Revolving Facility). If the amounts realized by the Agents are sufficient to repay the aggregate amount of the Secured Obligations after the transfers required by the first paragraph purposes of this Section 18.8Section, but are not sufficient a Lender that holds a Derivative Instrument creating Derivative Obligations shall have a Commitment that is deemed to repay the Loan Obligations under the Unsecured Facility, each Unsecured Facility Lender shall share, be in a percentage an amount equal to (a) its Unsecured Applicable PercentageCommitment otherwise calculated, plus (b) the Negative Value of Derivative Instruments entered into by such Lender that created Derivative Obligations), any losses incurred as a result of any Default or Event of Default by the Borrower, and shall pay to the Agent, within two (2) Business Days following a request by the Agent, any amount required to ensure that such Lender bears its pro rata share of such losses, if any, including any amounts required to be paid to any Lender in respect of any Bankers’ AcceptancesAcceptances and, for greater certainty, amounts forming part of the Cash Management Facilities (which form part of the Revolving Facility). Such obligations obligation to share losses shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (1) any set-off, compensation, counterclaim, recoupment, defence or other right which such Lender may have against the AgentsAgent, the Borrower or any other Person for any reason whatsoever; (2) the occurrence or continuance of any Default or Event of Default; (3) any adverse change in the condition (financial or otherwise) of the Borrower or any other Person; (4) any breach of this Agreement by the Borrower or any other Person; or (5) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender does not make available the amount required hereunder, the Agent shall be entitled to recover such amount on demand from such Lender, together with interest thereon at the Prime Rate from the date of non-payment until such amount is paid in full.

Appears in 1 contract

Samples: Credit Agreement (Videotron Ltee)

Sharing Among the Lenders. Following the occurrence of a Default or Event of Default prior to the Conversion Date-Total, once the Revolving Facility has been drawn up to the Threshold Amount (including as a result of the Swing Line Commitment being reduced to nil, either by Advances or by 102. transfers of Loan Obligations made in accordance with Sections 4.10 and 6.13), all of the Secured Obligations must be repaid before the repayment of any Loan Obligations under the Unsecured Facility. Consequently, if there are Loan Obligations outstanding under the Unsecured Facility at the relevant time after completing any such transfers, any losses incurred shall be borne by the Unsecured Facility Lenders up to the full amount of the Loan Obligations then outstanding under the Unsecured Facility before any such losses are shared by the Revolving Facility Lenders or the Finnvera Facility Lenders. Accordingly, each Revolving Facility Lender and each Finnvera Facility Each Lender agrees that as amongst themselves that themselves, except as otherwise provided for by the provisions of this Agreement (including the transfers required by the first paragraph of this Section 18.8)Agreement, all amounts received by the AgentsAgent, in their its capacity as agents agent of the Revolving Facility Lenders or the Finnvera Facility Lenders pursuant to this Agreement or any other document contemplated hereby Loan Document (whether received by voluntary payment, by the exercise of the right of set-off or compensation or by counterclaim, cross-claim, separate action or as proceeds of realization of any security, other than agency fees), and all amounts received by any such Lender in relation to this Agreement, in each case following a Default (which is not remedied subsequent to such receipt) or an Event of Default (which is not waived subsequent to such receipt), shall be shared by each such Lender pro rata, in accordance with its their respective Secured Applicable Percentage, Percentage and each such Lender undertakes to do all such things as may be reasonably required to give full effect to this Section 18.810.8. If any amount which is so shared is later recovered from the Lender who originally received it, each other Revolving Facility Lender and each Finnvera Facility Lender shall restore its proportionate share of such amount to such Lender, without interest. Each Unsecured Facility Lender agrees as amongst themselves that except as otherwise provided for by the provisions of this Agreement (including the principle that all of the Secured Obligations must be repaid before the repayment of Loan Obligations under the Unsecured Facility after the transfers required by the first paragraph of this Section 18.8), all amounts received by the Agent, in its capacity as agent of the Unsecured Facility Lenders pursuant to this Agreement or any other document contemplated hereby (whether received by voluntary payment, by the exercise of the right of set-off or compensation or by counterclaim, cross-claim, separate action or as proceeds of realization of any security, other than agency fees), and all amounts received by any Unsecured Facility Lender in relation to this Agreement, in each case following a Default (which is not remedied subsequent to such receipt) or an Event of Default (which is not waived subsequent to such receipt), shall be shared by each such Lender pro rata, in accordance with its respective Unsecured Applicable Percentage, and each such Lender undertakes to do all such things as may be reasonably required to give full effect to this Section 18.8. If any amount which is so shared is later recovered from the Lender who originally received it, each other Unsecured Facility Lender shall restore its proportionate share of such amount to such Lender, without interest. As a necessary consequence of the foregoing, if the amounts realized by the Agents are not sufficient to repay the aggregate amount of the Secured Obligations, each Revolving Facility Lender and Finnvera Facility Lender shall share, in a percentage equal to its Secured Applicable Percentage, any losses incurred as a result of any Default or Event of Default by 103. the Borrower, and shall pay to the Agent, within two (2) Business Days following a request by the Agent, any amount required to ensure that such Lender bears its pro rata share of such losses, if any, including any amounts required to be paid to any Lender in respect of any Bankers’ Acceptances and, for greater certainty, amounts forming part of the Swing Line Loan (which forms part of the Revolving Facility). If the amounts realized by the Agents are sufficient to repay the aggregate amount of the Secured Obligations after the transfers required by the first paragraph of this Section 18.8, but are not sufficient to repay the Loan Obligations under the Unsecured Facility, each Unsecured Facility Lender shall share, in a percentage equal to its Unsecured Applicable Percentage, any losses incurred as a result of any Default or Event of Default by the Borrower, and shall pay to the Agent, within two (2) Business Days following a request by the Agent, any amount required to ensure that such Lender bears its pro rata share Applicable Percentage of such losses, if any, including any amounts required to be paid to any Lender in respect of any Bankers’ Acceptances. Such obligations obligation to share losses shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (1) any set-off, compensation, counterclaim, recoupment, defence or other right which such Lender may have against the AgentsAgent, the Borrower or any other Person for any reason whatsoever; (2) the occurrence or continuance of any Default or Event of Default; (3) any adverse change in the condition (financial or otherwise) of the Borrower or any other Person; (4) any breach of this Agreement by the Borrower or any other Person; or (5) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Where necessary or useful to give effect to this Section 10.8, a Lender shall purchase a participation in the Obligations of other Lenders. If any Lender does not make available the amount required hereunder, the Agent shall be entitled to recover such amount on demand from such Lender, together with interest thereon at the Prime Rate rate applicable to the Advance(s) from the date of non-payment until such amount is paid in full. The provisions of this Section shall not be construed to apply to (a) any payment made by any Person pursuant to and in accordance with the express terms of this Agreement, (b) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Obligations to any assignee, other than to the Borrower (as to which the provisions of this paragraph shall apply), (c) any payment made while no Event of Default has occurred and is continuing in respect of obligations of the Borrower to such Lender that do not arise under or in connection with the Loan Documents, (d) any payment made in respect of an obligation that is secured by a Permitted Lien or that is otherwise entitled to priority over any Person’s obligations under or in connection with the Loan Documents, or (e) any payment to which such Lender is entitled as a result of any form of credit insurance obtained by such Lender.

Appears in 1 contract

Samples: Credit Agreement

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Sharing Among the Lenders. Following the occurrence of a Default or Event of Default prior to the Conversion Date-Total, once the Revolving Facility has been drawn up to the Threshold Amount (including as a result of the Swing Line Commitment being reduced to nil, either by Advances or by 102. transfers of Loan Obligations made in accordance with Sections 4.10 and 6.13), all of the Secured Obligations must be repaid before the repayment of any Loan Obligations under the Unsecured Facility. Consequently, if there are Loan Obligations outstanding under the Unsecured Facility at the relevant time after completing any such transfers, any losses incurred shall be borne by the Unsecured Facility Lenders up to the full amount of the Loan Obligations then outstanding under the Unsecured Facility before any such losses are shared by the Revolving Facility Lenders or the Finnvera Facility Lenders. Accordingly, each Revolving Facility Lender and each Finnvera Facility Each Lender agrees that as amongst themselves that themselves, except as otherwise provided for by the provisions of this Agreement (including the transfers required by the first paragraph of this Section 18.8)Agreement, all amounts received by the AgentsAgent, in their its capacity as agents agent of the Revolving Facility Lenders or the Finnvera Facility Lenders pursuant to this Agreement or any other document contemplated hereby (whether received by voluntary payment, by the exercise of the right of set-off or compensation or by counterclaim, cross-claim, separate action or as proceeds of realization of any security, other than agency fees), and all amounts received by any such Lender in relation to this Agreement, in each case following a Default (which is not remedied subsequent to such receipt) or an Event of Default (which is not waived subsequent to such receipt), Agreement shall be shared by each such Lender pro rataPRO RATA, in accordance with its their respective Secured Applicable Percentage, Commitment and each such Lender undertakes to do all such things as may be reasonably required to give full effect to this Section 18.8. If any amount which is so shared is later recovered from the Lender who originally received it, each other Revolving Facility Lender and each Finnvera Facility Lender shall restore its proportionate share of such amount to such Lender, without interest. Each Unsecured Facility Lender agrees as amongst themselves that except as otherwise provided for by the provisions of this Agreement (including the principle that all of the Secured Obligations must be repaid before the repayment of Loan Obligations under the Unsecured Facility after the transfers required by the first paragraph of this Section 18.8), all amounts received by the Agent, in its capacity as agent of the Unsecured Facility Lenders pursuant to this Agreement or any other document contemplated hereby (whether received by voluntary payment, by the exercise of the right of set-off or compensation or by counterclaim, cross-claim, separate action or as proceeds of realization of any security, other than agency fees), and all amounts received by any Unsecured Facility Lender in relation to this Agreement, in each case following a Default (which is not remedied subsequent to such receipt) or an Event of Default (which is not waived subsequent to such receipt), shall be shared by each such Lender pro rata, in accordance with its respective Unsecured Applicable Percentage, and each such Lender undertakes to do all such things as may be reasonably required to give full effect to this Section 18.8. If any amount which is so shared is later recovered from the Lender who originally received it, each other Unsecured Facility Lender shall restore its proportionate share of such amount to such Lender, without interest. As a necessary consequence of the foregoing, if the amounts realized by the Agents are not sufficient to repay the aggregate amount of the Secured Obligations, each Revolving Facility Lender and Finnvera Facility Lender shall share, in a percentage equal to its Secured Applicable Percentage, any losses incurred as a result of any Default or Event of Default by 103. the Borrower, and shall pay to the Agent, within two Commitment (2) Business Days following a request by the Agent, any amount required to ensure that such Lender bears its pro rata share of such losses, if any, including any amounts required to be paid to any Lender in respect of any Bankers’ Acceptances and, for greater certainty, amounts forming part of the Swing Line Loan (which forms part of the Revolving Facility). If the amounts realized by the Agents are sufficient to repay the aggregate amount of the Secured Obligations after the transfers required by the first paragraph purposes of this Section 18.8Section, but are not sufficient a Lender that holds a Derivative Instrument creating Deriviative Obligations shall have a Commitment that is deemed to repay the Loan Obligations under the Unsecured Facility, each Unsecured Facility Lender shall share, be in a percentage an amount equal to (a) its Unsecured Applicable PercentageCommitment otherwise calculated, plus (b) the Negative Value of Derivative Instruments entered into by such Lender that created Derivative Obligations), any losses incurred as a result of any Default or Event of Default by the Borrower, and shall pay to the Agent, within two (2) Business Days following a request by the Agent, any amount required to ensure that such Lender bears its pro rata PRO RATA share of such losses, if any, including any amounts required to be paid to any Lender in respect of any Bankers’ Acceptances' Acceptances and, for greater certainty, amounts forming part of the Cash Management Facilities (which form part of the Revolving Facility). Such obligations obligation to share losses shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (1) any set-off, compensation, counterclaim, recoupment, defence or other right which such Lender may have against the AgentsAgent, the Borrower or any other Person for any reason whatsoever; (2) the occurrence or continuance of any Default or Event of Default; (3) any adverse change in the condition (financial or otherwise) of the Borrower or any other Person; (4) any breach of this Agreement by the 58 Borrower or any other Person; or (5) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender does not make available the amount required hereunder, the Agent shall be entitled to recover such amount on demand from such Lender, together with interest thereon at the Prime Rate from the date of non-payment until such amount is paid in full.

Appears in 1 contract

Samples: Credit Agreement (Videotron 1998 Ltee)

Sharing Among the Lenders. Following the occurrence of a Default or Event of Default prior to the Conversion Date-Total, once the Revolving Facility has been drawn up to the Threshold Amount (including as a result of the Swing Line Commitment being reduced to nil, either by Advances or by 102. transfers of Loan Obligations made in accordance with Sections 4.10 and 6.13), all of the Secured Obligations must be repaid before the repayment of any Loan Obligations under the Unsecured Facility. Consequently, if there are Loan Obligations outstanding under the Unsecured Facility at the relevant time after completing any such transfers, any losses incurred shall be borne by the Unsecured Facility Lenders up to the full amount of the Loan Obligations then outstanding under the Unsecured Facility before any such losses are shared by the Revolving Facility Lenders or the Finnvera Facility Lenders. Accordingly, each Revolving Facility Lender and each Finnvera Facility Each Lender agrees that as amongst themselves that themselves, except as otherwise provided for by the provisions of this Agreement (including the transfers required by the first paragraph of this Section 18.8)Agreement, all amounts received by the AgentsAgent, in their its capacity as agents agent of the Revolving Facility Lenders or the Finnvera Facility Lenders pursuant to this Agreement or any other document contemplated hereby (whether received by voluntary payment, by the exercise of the right of set-off or compensation or by counterclaim, cross-claim, separate action or as proceeds of realization of any security, other than agency fees), and all amounts received by any such Lender in relation to this Agreement, in each case following a Default (which is not remedied subsequent to such receipt) or an Event of Default (which is not waived subsequent to such receipt), shall be shared by each such Lender pro rata, in accordance with its their respective Secured Applicable Percentage, Commitment and each such Lender undertakes to do all such things as may be reasonably required to give full effect to this Section 18.8. If any amount which is so shared is later recovered from the Lender who originally received it, each other Revolving Facility Lender and each Finnvera Facility Lender shall restore its proportionate share of such amount to such Lender, without interest. Each Unsecured Facility Lender agrees as amongst themselves that except as otherwise provided for by the provisions of this Agreement (including the principle that all of the Secured Obligations must be repaid before the repayment of Loan Obligations under the Unsecured Facility after the transfers required by the first paragraph of this Section 18.8), all amounts received by the Agent, in its capacity as agent of the Unsecured Facility Lenders pursuant to this Agreement or any other document contemplated hereby (whether received by voluntary payment, by the exercise of the right of set-off or compensation or by counterclaim, cross-claim, separate action or as proceeds of realization of any security, other than agency fees), and all amounts received by any Unsecured Facility Lender in relation to this Agreement, in each case following a Default (which is not remedied subsequent to such receipt) or an Event of Default (which is not waived subsequent to such receipt), shall be shared by each such Lender pro rata, in accordance with its respective Unsecured Applicable Percentage, and each such Lender undertakes to do all such things as may be reasonably required to give full effect to this Section 18.8. If any amount which is so shared is later recovered from the Lender who originally received it, each other Unsecured Facility Lender shall restore its proportionate share of such amount to such Lender, without interest. As a necessary consequence of the foregoing, if the amounts realized by the Agents are not sufficient to repay the aggregate amount of the Secured Obligations, each Revolving Facility Lender and Finnvera Facility Lender shall share, in a percentage equal to its Secured Applicable Percentage, any losses incurred as a result of any Default or Event of Default by 103. the Borrower, and shall pay to the Agent, within two (2) Business Days following a request by the Agent, any amount required to ensure that such Lender bears its pro rata share of such losses, if any, including any amounts required to be paid to any Lender in respect of any Bankers’ Acceptances and, for greater certainty, amounts forming part of the Swing Line Loan (which forms part of the Revolving Facility). If the amounts realized by the Agents are sufficient to repay the aggregate amount of the Secured Obligations after the transfers required by the first paragraph of this Section 18.8, but are not sufficient to repay the Loan Obligations under the Unsecured Facility, each Unsecured Facility Lender shall share, in a percentage equal to its Unsecured Applicable PercentageCommitment, any losses incurred as a result of any Default or Event of Default by the Borrower, and shall pay to the Agent, within two (2) Business Days following a request by the Agent, any amount required to ensure that such Lender bears its pro rata share of such losses, if any, including any amounts required to be paid to any Lender in respect of any Bankers’ Acceptances' Acceptances and Letters of Credit. Such obligations obligation to share losses shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (1) any set-off, compensation, counterclaim, recoupment, defence or other right which such Lender may have against the AgentsAgent, the Borrower or any other Person for any reason whatsoever; (2) the occurrence or continuance of any Default or Event of Default; (3) any adverse change in the condition (financial or otherwise) of the Borrower or any other Person; (4) any breach of this Agreement by the Borrower or any other Person; or (5) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender does not make available the amount required hereunder, the Agent shall be entitled to recover such amount on demand from such Lender, together with interest thereon at the Prime Rate Agent's cost of funds from the date of non-payment until such amount is paid in full. Notwithstanding the foregoing, in the event that any losses (as described in the immediately preceding paragraph) are incurred by the Lenders at any time at which one or more of the Lenders is a Termed-Out Lender (as defined in Section 2.2), such losses shall be borne by each of the Lenders, including the Termed-Out Lenders, in the proportion calculated by dividing the amount of the Loan owed to each Lender by the aggregate amount of the Loan, each calculated on the date of the Event of Default.

Appears in 1 contract

Samples: Credit Agreement (Cgi Group Inc)

Sharing Among the Lenders. Following the occurrence of a Default or Event of Default prior to the Conversion Date-Total, once the Revolving Facility has been drawn up to the Threshold Amount (including as a result of the Swing Line Commitment being reduced to nil, either by Advances or by 102. transfers of Loan Obligations made in accordance with Sections 4.10 and 6.13), all of the Secured Obligations must be repaid before the repayment of any Loan Obligations under the Unsecured Facility. Consequently, if there are Loan Obligations outstanding under the Unsecured Facility at the relevant time after completing any such transfers, any losses incurred shall be borne by the Unsecured Facility Lenders up to the full amount of the Loan Obligations then outstanding under the Unsecured Facility before any such losses are shared by the Revolving Facility Lenders or the Finnvera Facility Lenders. Accordingly, each Revolving Facility Lender and each Finnvera Facility Each Lender agrees that as amongst themselves that themselves, except as otherwise provided for by the provisions of this Agreement (including the transfers required by the first paragraph of this Section 18.8)Agreement, all amounts received by the AgentsAgent, in their its capacity as agents agent of the Revolving Facility Lenders or the Finnvera Facility Lenders pursuant to this Agreement or any other document contemplated hereby (whether received by voluntary payment, by the exercise of the right of set-off or compensation or by counterclaim, cross-claim, separate action or as proceeds of realization of any security, other than agency fees), and all amounts received by any such Lender in relation to this Agreement, in each case following a Default (which is not remedied subsequent to such receipt) or an Event of Default (which is not waived subsequent to such receipt), Agreement shall be shared by each such Lender pro rata, in accordance with its their respective Secured Applicable Percentage, Commitment and each such Lender undertakes to do all such things as may be reasonably required to give full effect to this Section 18.8. If any amount which is so shared is later recovered from the Lender who originally received it, each other Revolving Facility Lender and each Finnvera Facility Lender shall restore its proportionate share of such amount to such Lender, without interest. Each Unsecured Facility Lender agrees as amongst themselves that except as otherwise provided for by the provisions of this Agreement (including the principle that all of the Secured Obligations must be repaid before the repayment of Loan Obligations under the Unsecured Facility after the transfers required by the first paragraph of this Section 18.8), all amounts received by the Agent, in its capacity as agent of the Unsecured Facility Lenders pursuant to this Agreement or any other document contemplated hereby (whether received by voluntary payment, by the exercise of the right of set-off or compensation or by counterclaim, cross-claim, separate action or as proceeds of realization of any security, other than agency fees), and all amounts received by any Unsecured Facility Lender in relation to this Agreement, in each case following a Default (which is not remedied subsequent to such receipt) or an Event of Default (which is not waived subsequent to such receipt), shall be shared by each such Lender pro rata, in accordance with its respective Unsecured Applicable Percentage, and each such Lender undertakes to do all such things as may be reasonably required to give full effect to this Section 18.8. If any amount which is so shared is later recovered from the Lender who originally received it, each other Unsecured Facility Lender shall restore its proportionate share of such amount to such Lender, without interest. As a necessary consequence of the foregoing, if the amounts realized by the Agents are not sufficient to repay the aggregate amount of the Secured Obligations, each Revolving Facility Lender and Finnvera Facility Lender shall share, in a percentage equal to its Secured Applicable Percentage, any losses incurred as a result of any Default or Event of Default by 103. the Borrower, and shall pay to the Agent, within two Commitment (2) Business Days following a request by the Agent, any amount required to ensure that such Lender bears its pro rata share of such losses, if any, including any amounts required to be paid to any Lender in respect of any Bankers’ Acceptances and, for greater certainty, amounts forming part of the Swing Line Loan (which forms part of the Revolving Facility). If the amounts realized by the Agents are sufficient to repay the aggregate amount of the Secured Obligations after the transfers required by the first paragraph purposes of this Section 18.8Section, but are not sufficient a Lender that holds a Derivative Instrument creating Deriviative Obligations shall have a Commitment that is deemed to repay the Loan Obligations under the Unsecured Facility, each Unsecured Facility Lender shall share, be in a percentage an amount equal to (a) its Unsecured Applicable PercentageCommitment otherwise calculated, plus (b) the Negative Value of Derivative Instruments entered into by such Lender that created Derivative Obligations), any losses incurred as a result of any Default or Event of Default by the Borrower, and shall pay to the Agent, within two (2) Business Days following a request by the Agent, any amount required to ensure that such Lender bears its pro rata share of such losses, if any, including any amounts required to be paid to any Lender in respect of any Bankers’ Acceptances' Acceptances and, for greater certainty, amounts forming part of the Cash Management Facilities (which form part of the Revolving Facility). Such obligations obligation to share losses shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (1) any set-off, compensation, counterclaim, recoupment, defence or other right which such Lender may have against the AgentsAgent, the Borrower or any other Person for any reason whatsoever; (2) the occurrence or continuance of any Default or Event of Default; (3) any adverse change in the condition (financial or otherwise) of the Borrower or any other Person; (4) any breach of this Agreement by the Borrower or any other Person; or (5) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender does not make available the amount required hereunder, the Agent shall be entitled to recover such amount on demand from such Lender, together with interest thereon at the Prime Rate from the date of non-payment until such amount is paid in full.

Appears in 1 contract

Samples: Credit Agreement (Videotron Ltee)

Sharing Among the Lenders. Following the occurrence of a Default or Event of Default prior to the Conversion Date-TotalThe Lenders agree among themselves that, once the Revolving Facility has been drawn up to the Threshold Amount (including as a result of the Swing Line Commitment being reduced to nil, either by Advances or by 102. transfers of Loan Obligations made in accordance with Sections 4.10 and 6.13), all of the Secured Obligations must be repaid before the repayment of any Loan Obligations under the Unsecured Facility. Consequently, if there are Loan Obligations outstanding under the Unsecured Facility at the relevant time after completing any such transfers, any losses incurred shall be borne by the Unsecured Facility Lenders up to the full amount of the Loan Obligations then outstanding under the Unsecured Facility before any such losses are shared by the Revolving Facility Lenders or the Finnvera Facility Lenders. Accordingly, each Revolving Facility Lender and each Finnvera Facility Lender agrees as amongst themselves that except as otherwise provided for by the provisions of this Agreement (including the transfers required by the first paragraph of this Section 18.8)Agreement, all amounts sums received by the Agents, Administrative Agent in their its capacity as agents agent of the Revolving Facility Lenders, for the ratable account of the Lenders or the Finnvera Facility Lenders pursuant relative to this Agreement or any other document contemplated hereby (whether received by voluntary payment, by the exercise of the right of set-off or compensation or by counterclaim, cross-claim, separate cross action or as proceeds of realization of any security, other than agency fees), and all amounts received by any such Lender in relation to this Agreement, in each case following a Default (which is not remedied subsequent to such receipt) or an Event of Default (which is not waived subsequent to such receipt), shall be shared by each such Lender pro rata, in accordance with its their respective Secured Applicable Percentage, Participations and each such Lender undertakes to do all such things as may be reasonably required to give full effect to this Section 18.815.9. If any amount sum which is so shared is later recovered from the Lender who originally received it, each of the other Revolving Facility Lender and each Finnvera Facility Lender Lenders shall restore its proportionate share of such amount sum to such Lender, without interest. Each Unsecured Facility If any Lender agrees as amongst themselves that except as otherwise provided for by the provisions of this Agreement (including the principle that all of the Secured Obligations must be repaid before the repayment of Loan Obligations under the Unsecured Facility after the transfers required by the first paragraph of this Section 18.8), all amounts received by the Agent, in its capacity as agent of the Unsecured Facility Lenders pursuant to this Agreement or obtains any other document contemplated hereby payment (whether received by voluntary paymentvoluntary, by involuntary or through the exercise of the any right of set-off or compensation or by counterclaim, cross-claim, separate action or as proceeds of realization of any security) on account of the Loan in excess of its ratable share of payments on account of the Loan obtained by all the Lenders, other than agency fees), and all amounts received by any Unsecured Facility Lender in relation to this Agreement, in each case following a Default (which is not remedied subsequent to such receipt) or an Event of Default (which is not waived subsequent to such receipt), shall be shared by each such Lender shall promptly deliver such amount to the Administrative Agent for distribution to all Lenders pro rata, rata in accordance with its their respective Unsecured Applicable Percentage, and each such Participations. Each Lender undertakes to do all such things as may be reasonably required to give full effect to this Section 18.8. If any amount which is so shared is later recovered from agrees with the Lender who originally received it, each other Unsecured Facility Lender shall restore its proportionate share of such amount to such LenderLenders that it will not, without interest. As a necessary consequence the prior written consent of the foregoingother Lenders, if the amounts realized by the Agents are not sufficient to repay the aggregate amount of the Secured Obligations, each Revolving Facility Lender and Finnvera Facility Lender shall share, in a percentage equal to its Secured Applicable Percentage, take or obtain any losses incurred as a result of Lien on any Default or Event of Default by 103. the Borrower, and shall pay to the Agent, within two (2) Business Days following a request by the Agent, any amount required to ensure that such Lender bears its pro rata share of such losses, if any, including any amounts required to be paid to any Lender in respect of any Bankers’ Acceptances and, for greater certainty, amounts forming part of the Swing Line Loan (which forms part of the Revolving Facility). If the amounts realized by the Agents are sufficient to repay the aggregate amount of the Secured Obligations after the transfers required by the first paragraph of this Section 18.8, but are not sufficient to repay the Loan Obligations under the Unsecured Facility, each Unsecured Facility Lender shall share, in a percentage equal to its Unsecured Applicable Percentage, any losses incurred as a result of any Default or Event of Default by the Borrower, and shall pay to the Agent, within two (2) Business Days following a request by the Agent, any amount required to ensure that such Lender bears its pro rata share of such losses, if any, including any amounts required to be paid to any Lender in respect of any Bankers’ Acceptances. Such obligations to share losses shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (1) any set-off, compensation, counterclaim, recoupment, defence or other right which such Lender may have against the Agents, the Borrower or any other Person for any reason whatsoever; (2) the occurrence or continuance of any Default or Event of Default; (3) any adverse change in the condition (financial or otherwise) property of the Borrower or any other Person; (4) any breach Material Subsidiary to secure the obligations of this Agreement by the Borrower or any other Person; or (5) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender does not make available the amount required Guarantors hereunder, except for the Agent shall benefit of all Lenders or as may otherwise be entitled to recover such amount on demand from such Lender, together with interest thereon at the Prime Rate from the date of non-payment until such amount is paid in fullrequired by Law.

Appears in 1 contract

Samples: Credit Agreement (Black Hawk Merger Sub Inc)

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