Canadian Facility. (i) Each Canadian Borrower is accepting joint and several liability hereunder and under the other Loan Documents for the Canadian Finance Obligations in consideration of the financial accommodations to be provided by the Lender Group under this Agreement, for the mutual benefit, directly and indirectly, of each Canadian Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Canadian Finance Obligations. (ii) Each Canadian Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety and a guarantor but also as a co-debtor, joint and several liability with the other Canadian Borrowers, with respect to the payment and performance of all of the Canadian Finance Obligations (including any Canadian Finance Obligations arising under this Section 2.15(b)), it being the intention of the parties hereto that all the Canadian Finance Obligations shall be the joint and several obligations of each the Canadian Borrower without preferences or distinction among them. (iii) If and to the extent that any Canadian Borrower shall fail to make any payment with respect to any of the Canadian Finance Obligations as and when due or to perform any of the Canadian Finance Obligations in accordance with the terms thereof, then in each such event the other Canadian Borrowers will make such payment with respect to, or perform, such Canadian Finance Obligation until such time as all of the Canadian Finance Obligations are paid in full. (iv) The obligations of each Canadian Borrower under the provisions of this Section 2.15(b) constitute the absolute and unconditional, full recourse obligations of each Borrower enforceable against each Canadian Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of the provisions of this Agreement (other than this Section 2.15(b)(iv)) or any other circumstances whatsoever. (v) Except as otherwise expressly provided in this Agreement, each Canadian Borrower hereby waives notice of acceptance of its joint and several liability, notice of extensions of credit under Canadian Advances or Canadian Letters of Credit issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by the Administrative Agent or the Canadian Revolving Lenders under or in respect of any of the Canadian Finance Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Each Canadian Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Canadian Finance Obligations, the acceptance of any payment of any of the Canadian Finance Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Administrative Agent or the Canadian Revolving Lenders at any time or times in respect of any default by any Canadian Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by the Administrative Agent or the Canadian Revolving Lenders in respect of any of the Canadian Finance Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Canadian Finance Obligations or the addition, substitution or release, in whole or in part, of any Canadian Borrower. Without limiting the generality of the foregoing, each Canadian Borrower assents to any other action or delay in acting or failure to act on the part of any the Administrative Agent or Canadian Revolving Lender with respect to the failure by any Canadian Borrower to comply with any of its respective obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this Section 2.15(b) afford grounds for terminating, discharging or relieving any Borrower, in whole or in part, from any of its obligations under this Section 2.15(b), it being the intention of each Canadian Borrower that, so long as any of the Canadian Finance Obligations hereunder remain unsatisfied, the obligations of each Canadian Borrower under this Section 2.15(b) shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Canadian Borrower under this Section 2.15(b) shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any other Canadian Borrower, the Administrative Agent or any Canadian Revolving Lender. (vi) Each Canadian Borrower represents and warrants to the Administrative Agent and the Canadian Revolving Lenders that such Canadian Borrower is currently informed of the financial condition of the Canadian Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Canadian Finance Obligations. Each Canadian Borrower further represents and warrants to the Administrative Agent and the Canadian Revolving Lenders that such Canadian Borrower has read and understands the terms and conditions of the Loan Documents. Each Canadian Borrower hereby covenants that such Canadian Borrower will continue to keep informed of the Canadian Borrowers’ financial condition and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Canadian Finance Obligations. (vii) The provisions of this Section 2.15(b) are made for the benefit of the Administrative Agent, each member of the Lender Group, each Bank Product Provider, and their respective successors and assigns, and may be enforced by it or them from time to time against any or all of the Canadian Borrowers as often as occasion therefor may arise and without requirement on the part of the Administrative Agent, any member of the Lender Group, any Bank Product Provider, or any of their successors or assigns first to marshal any of its or their claims or to exercise any of its or their rights against any Canadian Borrower or to exhaust any remedies available to it or them against any Canadian Borrower or to resort to any other source or means of obtaining payment of any of the Canadian Finance Obligations hereunder or to elect any other remedy. The provisions of this Section 2.15(b) shall remain in effect until all of the Canadian Finance Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Canadian Finance Obligations, is rescinded or must otherwise be restored or returned by the Administrative Agent or any Canadian Revolving Lender upon the insolvency, bankruptcy or reorganization of any Canadian Borrower, or otherwise, the provisions of this Section 2.15(b) will forthwith be reinstated in effect, as though such payment had not been made. (viii) Each Canadian Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to the Administrative Agent or the Canadian Revolving Lenders with respect to any of the Canadian Finance Obligations or any collateral security therefor until such time as all of the Finance Obligations have been paid in full in cash. Any claim which any Borrower may have against any other Borrower with respect to any payments to any the Administrative Agent or any member of the Lender Group hereunder or under any of the Bank Product Agreements are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the obligations arising hereunder or thereunder, to the prior payment in full in cash of the Canadian Finance Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Canadian Borrower, its debts or its assets, whether voluntary or involuntary, all such Canadian Finance Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Canadian Borrower therefor. (ix) Each Canadian Borrower hereby agrees that after the occurrence and during the continuance of any Default or Event of Default, such Canadian Borrower will not demand, xxx for or otherwise attempt to collect any indebtedness of any other Canadian Borrower owing to such Canadian Borrower until the Canadian Finance Obligations shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such Canadian Borrower shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Canadian Borrower as trustee for the Administrative Agent, and such Canadian Borrower shall deliver any such amounts to the Administrative Agent for application to the Canadian Finance Obligations in accordance with Section 2.3(b).
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Samples: Amendment No. 3 (JELD-WEN Holding, Inc.), Amendment No. 2 (JELD-WEN Holding, Inc.), Revolving Credit Agreement (JELD-WEN Holding, Inc.)
Canadian Facility. (ia) Each Canadian Borrower is accepting joint and several liability hereunder and under the other Loan Documents for the Canadian Finance Obligations in consideration of the financial accommodations to be provided by the Lender Group under this Agreement, for the mutual benefit, directly and indirectly, of each Canadian Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Canadian Finance Obligations.
(ii) Each Canadian Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety and a guarantor but also as a co-debtor, joint and several liability with the other Canadian Borrowers, with respect to the payment and performance of all of the Canadian Finance Obligations (including any Canadian Finance Obligations arising under this Section 2.15(b)), it being the intention of the parties hereto that all the Canadian Finance Obligations shall be the joint and several obligations of each the Canadian Borrower without preferences or distinction among them.
(iii) If and to the extent that any Canadian Borrower shall fail to make any payment with respect to any of the Canadian Finance Obligations as and when due or to perform any of the Canadian Finance Obligations in accordance with the terms thereof, then in each such event the other Canadian Borrowers will make such payment with respect to, or perform, such Canadian Finance Obligation until such time as all of the Canadian Finance Obligations are paid in full.
(iv) The obligations of each Canadian Borrower under the provisions of this Section 2.15(b) constitute the absolute and unconditional, full recourse obligations of each Borrower enforceable against each Canadian Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of the provisions of this Agreement (other than this Section 2.15(b)(iv)) or any other circumstances whatsoever.
(v) Except as otherwise expressly provided in this Agreement, each Canadian Borrower hereby waives notice of acceptance of its joint and several liability, notice of extensions of credit under Canadian Advances or Canadian Letters of Credit issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by the Administrative Agent or the Canadian Revolving Lenders under or in respect of any of the Canadian Finance Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Each Canadian Borrower hereby assents toOn, and waives notice of, any extension or postponement of the from time for the payment of any of the Canadian Finance Obligationsto time after, the acceptance of any payment of any of the Canadian Finance ObligationsClosing Date, the acceptance of any partial payment thereonAgent shall, any waiver, consent or other action or acquiescence by the Administrative Agent or the Canadian Revolving Lenders at any time or times in respect of any default by any Canadian Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by the Administrative Agent or the Canadian Revolving Lenders in respect of any of the Canadian Finance Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Canadian Finance Obligations or the addition, substitution or release, in whole or in part, of any Canadian Borrower. Without limiting the generality of the foregoing, each Canadian Borrower assents subject to any other action or delay in acting or failure to act on the part of any the Administrative Agent or Canadian Revolving Lender with respect to the failure by any Canadian Borrower to comply with any of its respective obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this Section 2.15(b) afford grounds for terminating, discharging or relieving any Borrower, in whole or in part, from any of its obligations under this Section 2.15(b), it being the intention of each Canadian Borrower that, so long as any of the Canadian Finance Obligations hereunder remain unsatisfied, the obligations of each Canadian Borrower under this Section 2.15(b) shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Canadian Borrower under this Section 2.15(b) shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any other Canadian Borrower, the Administrative Agent or any Canadian Revolving Lender.
(vi) Each Canadian Borrower represents and warrants to the Administrative Agent and the Canadian Revolving Lenders that such Canadian Borrower is currently informed of the financial condition of the Canadian Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Canadian Finance Obligations. Each Canadian Borrower further represents and warrants to the Administrative Agent and the Canadian Revolving Lenders that such Canadian Borrower has read and understands the terms and conditions set forth herein, cause the Issuing Lender to issue for the account of the Loan Documents. Each Canadian Borrower hereby covenants that such Canadian Borrower will continue to keep informed of and the Canadian Borrowers’ financial condition , and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Canadian Finance Obligations.
(vii) The provisions of this Section 2.15(b) are made for the benefit of the Administrative AgentCanadian Lender, each member a letter of credit (the "CANADIAN LETTER OF CREDIT") in the original face amount of $6,000,000 U.S. Dollars or the Canadian Dollar equivalent thereof (the "CANADIAN SUBLIMIT"). The face amount of the Canadian Letter of Credit and the Canadian Sublimit are subject to change from time upon the agreement of the Borrower, the Agent and the Issuing Lender; PROVIDED however, the Canadian Sublimit may not be increased by more than $2,000,000 without the prior consent of the Required Lenders.
(b) The Canadian Lender Groupand the Canadian Borrowers shall execute and deliver a commitment letter (the "CANADIAN COMMITMENT LETTER"), each Bank Product Providerpursuant to which the Canadian Lender shall agree to lend to the Canadian Borrowers and the Canadian Borrowers may borrow, repay and their respective successors and assigns, and may be enforced by it or them reborrow from time to time against between the Closing Date and the Maturity Date upon notice pursuant to the Canadian Commitment Letter, such sums as are requested by the Canadian Borrowers up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any or one time equal to Canadian Sublimit; PROVIDED that (after giving effect to all amounts requested under the Canadian Facility) the Domestic Revolving Credit Exposure plus the Canadian Excess Amount shall not at any time exceed the Domestic Gross Availability. The Agent shall have the right pursuant to the Canadian Commitment Letter and the Canadian Intercreditor Agreement to limit from time to time the amount of loans and other extensions of credit which may be advanced by the Canadian Lender to the Canadian Borrowers.
(c) The Obligations of the Canadian Borrowers as often as occasion therefor may arise to the Issuing Lender, the Agent and without requirement on the part of the Administrative Agent, any member of the Lender Group, any Bank Product Provider, or any of their successors or assigns first to marshal any of its or their claims or to exercise any of its or their rights against any Canadian Borrower or to exhaust any remedies available to it or them against any Canadian Borrower or to resort to any other source or means of obtaining payment of any Lenders in respect of the Canadian Finance Obligations hereunder or to elect any other remedy. The provisions Letter of this Section 2.15(b) shall remain in effect until all of the Canadian Finance Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Canadian Finance Obligations, is rescinded or must otherwise be restored or returned by the Administrative Agent or any Canadian Revolving Lender upon the insolvency, bankruptcy or reorganization of any Canadian Borrower, or otherwise, the provisions of this Section 2.15(b) will forthwith be reinstated in effect, as though such payment had not been made.
(viii) Each Canadian Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to the Administrative Agent or the Canadian Revolving Lenders with respect to any of the Canadian Finance Obligations or any collateral security therefor until such time as all of the Finance Obligations have been paid in full in cash. Any claim which any Borrower may have against any other Borrower with respect to any payments to any the Administrative Agent or any member of the Lender Group hereunder or under any of the Bank Product Agreements are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the obligations arising hereunder or thereunder, to the prior payment in full in cash of the Canadian Finance Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Canadian Borrower, its debts or its assets, whether voluntary or involuntary, all such Canadian Finance Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other propertyCredit, shall be made (i) guaranteed by the Borrower and the Guarantors pursuant to any other Canadian Borrower therefor.
the Guarantee and (ixii) Each Canadian Borrower hereby agrees that after secured by a First Priority Lien in favor of the occurrence Agent, for the benefit of the Lenders and during the continuance Agent, on all tangible and intangible property and assets of any Default or Event of Default, such Canadian Borrower will not demandBorrowers, xxx for wherever located, whether now owned or otherwise attempt to collect existing or hereafter acquired or arising, together with any indebtedness of any other Canadian Borrower owing to such Canadian Borrower until and all additions thereto and replacements therefor and proceeds and products thereof, as further set forth in the Canadian Finance Obligations shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such Canadian Borrower shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Canadian Borrower as trustee for the Administrative Agent, and such Canadian Borrower shall deliver any such amounts to the Administrative Agent for application to the Canadian Finance Obligations in accordance with Section 2.3(b)Loan Documents.
Appears in 1 contract
Canadian Facility. (ia) Each Canadian Borrower is accepting joint and several liability hereunder and under the other Loan Documents for the Canadian Finance Obligations in consideration of the financial accommodations to be provided by the Lender Group under this Agreement, for the mutual benefit, directly and indirectly, of each Canadian Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Canadian Finance Obligations.
(ii) Each Canadian Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety and a guarantor but also as a co-debtor, joint and several liability with the other Canadian Borrowers, with respect to the payment and performance of all of the Canadian Finance Obligations (including any Canadian Finance Obligations arising under this Section 2.15(b)), it being the intention of the parties hereto that all the Canadian Finance Obligations shall be the joint and several obligations of each the Canadian Borrower without preferences or distinction among them.
(iii) If and to the extent that any Canadian Borrower shall fail to make any payment with respect to any of the Canadian Finance Obligations as and when due or to perform any of the Canadian Finance Obligations in accordance with the terms thereof, then in each such event the other Canadian Borrowers will make such payment with respect to, or perform, such Canadian Finance Obligation until such time as all of the Canadian Finance Obligations are paid in full.
(iv) The obligations of each Canadian Borrower under the provisions of this Section 2.15(b) constitute the absolute and unconditional, full recourse obligations of each Borrower enforceable against each Canadian Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of the provisions of this Agreement (other than this Section 2.15(b)(iv)) or any other circumstances whatsoever.
(v) Except as otherwise expressly provided in this Agreement, each Canadian Borrower hereby waives notice of acceptance of its joint and several liability, notice of extensions of credit under Canadian Advances or Canadian Letters of Credit issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by the Administrative Agent or the Canadian Revolving Lenders under or in respect of any of the Canadian Finance Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Each Canadian Borrower hereby assents toOn, and waives notice of, any extension or postponement of the from time for the payment of any of the Canadian Finance Obligationsto time after, the acceptance of any payment of any of the Canadian Finance ObligationsClosing Date, the acceptance of any partial payment thereonAgent shall, any waiver, consent or other action or acquiescence by the Administrative Agent or the Canadian Revolving Lenders at any time or times in respect of any default by any Canadian Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by the Administrative Agent or the Canadian Revolving Lenders in respect of any of the Canadian Finance Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Canadian Finance Obligations or the addition, substitution or release, in whole or in part, of any Canadian Borrower. Without limiting the generality of the foregoing, each Canadian Borrower assents subject to any other action or delay in acting or failure to act on the part of any the Administrative Agent or Canadian Revolving Lender with respect to the failure by any Canadian Borrower to comply with any of its respective obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this Section 2.15(b) afford grounds for terminating, discharging or relieving any Borrower, in whole or in part, from any of its obligations under this Section 2.15(b), it being the intention of each Canadian Borrower that, so long as any of the Canadian Finance Obligations hereunder remain unsatisfied, the obligations of each Canadian Borrower under this Section 2.15(b) shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Canadian Borrower under this Section 2.15(b) shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any other Canadian Borrower, the Administrative Agent or any Canadian Revolving Lender.
(vi) Each Canadian Borrower represents and warrants to the Administrative Agent and the Canadian Revolving Lenders that such Canadian Borrower is currently informed of the financial condition of the Canadian Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Canadian Finance Obligations. Each Canadian Borrower further represents and warrants to the Administrative Agent and the Canadian Revolving Lenders that such Canadian Borrower has read and understands the terms and conditions set forth herein, cause the Issuing Lender to issue for the account of the Loan Documents. Each Canadian Borrower hereby covenants that such Canadian Borrower will continue to keep informed of and the Canadian Borrowers’ financial condition , and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Canadian Finance Obligations.
(vii) The provisions of this Section 2.15(b) are made for the benefit of the Administrative AgentCanadian Lender, each member a letter of credit (the "CANADIAN LETTER OF CREDIT") in the original face amount of $6,000,000 U.S. Dollars or the Canadian Dollar equivalent thereof (the "CANADIAN SUBLIMIT"). The face amount of the Canadian Letter of Credit and the Canadian Sublimit are subject to change from time upon the agreement of the Borrower, the Agent and the Issuing Lender; PROVIDED however, the Canadian Sublimit may not be increased by more than $2,000,000 without the prior consent of the Required Lenders.
(b) The Canadian Lender Groupand the Canadian Borrowers shall execute and deliver a commitment letter (the "CANADIAN COMMITMENT LETTER"), each Bank Product Providerpursuant to which the Canadian Lender shall agree to lend to the Canadian Borrowers and the Canadian Borrowers may borrow, repay and their respective successors and assigns, and may be enforced by it or them reborrow from time to time against between the Closing Date and the Maturity Date upon notice pursuant to the Canadian Commitment Letter, such sums as are requested by the Canadian Borrowers up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any or one time equal to Canadian Sublimit; PROVIDED that (after giving effect to all amounts requested under the Canadian Facility) the Domestic Revolving Credit Exposure plus the Canadian Excess Amount shall not at any time exceed the Domestic Gross Availability. The Agent shall have the right pursuant to the Canadian Commitment Letter and the Canadian Intercreditor Agreement to limit from time to time the amount of loans and other extensions of credit which may be advanced by the Canadian Lender to the Canadian Borrowers.
(c) The Obligations of the Canadian Borrowers as often as occasion therefor may arise to the Issuing Lender, the Agent and without requirement on the part of the Administrative Agent, any member of the Lender Group, any Bank Product Provider, or any of their successors or assigns first to marshal any of its or their claims or to exercise any of its or their rights against any Canadian Borrower or to exhaust any remedies available to it or them against any Canadian Borrower or to resort to any other source or means of obtaining payment of any Lenders in respect of the Canadian Finance Obligations hereunder or to elect any other remedy. The provisions Letter of this Section 2.15(b) shall remain in effect until all of the Canadian Finance Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Canadian Finance Obligations, is rescinded or must otherwise be restored or returned by the Administrative Agent or any Canadian Revolving Lender upon the insolvency, bankruptcy or reorganization of any Canadian Borrower, or otherwise, the provisions of this Section 2.15(b) will forthwith be reinstated in effect, as though such payment had not been made.
(viii) Each Canadian Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to the Administrative Agent or the Canadian Revolving Lenders with respect to any of the Canadian Finance Obligations or any collateral security therefor until such time as all of the Finance Obligations have been paid in full in cash. Any claim which any Borrower may have against any other Borrower with respect to any payments to any the Administrative Agent or any member of the Lender Group hereunder or under any of the Bank Product Agreements are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the obligations arising hereunder or thereunder, to the prior payment in full in cash of the Canadian Finance Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Canadian Borrower, its debts or its assets, whether voluntary or involuntary, all such Canadian Finance Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other propertyCredit, shall be made (i) guaranteed by the Borrower and the Guarantors pursuant to any other Canadian Borrower therefor.
the Guarantee and (ixii) Each Canadian Borrower hereby agrees that after secured by a First Priority Lien in favor of the occurrence Agent, for the benefit of the Lenders and during the continuance Agent, on all tangible and intangible property and assets of any Default or Event of Default, such Canadian Borrower will not demandBorrowers, xxx for wherever located, whether now owned or otherwise attempt to collect existing or hereafter acquired or arising, together with any indebtedness of any other Canadian Borrower owing to such Canadian Borrower until and all additions thereto and replacements therefor and proceeds and products thereof, as further set forth in the Canadian Finance Obligations shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such Canadian Borrower shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Canadian Borrower as trustee for the Administrative Agent, and such Canadian Borrower shall deliver any such amounts to the Administrative Agent for application to the Canadian Finance Obligations in accordance with Section 2.3(b)Security Documents.
Appears in 1 contract
Samples: Credit and Security Agreement (Columbus McKinnon Corp)
