Common use of Sharing Events Clause in Contracts

Sharing Events. Special Sharing and Conversion Provisions Applicable to Revolving Facility Lenders (a) On the date of the occurrence of a Sharing Event, automatically (and without the taking of any action): (i) all then Revolving Facility Outstandings then maintained in, and all Outstanding L/C Amounts owed in, one or more currencies other than euros shall be automatically converted into Outstandings maintained in, or owing in, euros (in an amount equal to the Euro Amount of the aggregate principal amount of the respective Outstandings on the date such Sharing Event first occurred, which such Outstandings shall continue to be owed by the Borrower and shall be immediately due and payable on the date such Sharing Event has occurred); and (ii) all principal, accrued and unpaid interest and other amounts owing with respect to such Outstandings or Documentary Credit (except in respect of Utilisations which have not yet occurred) shall be immediately due and payable in euros, taking the Euro Amount of such principal, accrued and unpaid interest and other amounts. The occurrence of any conversion of Revolving Facility Advances as provided above in this Clause 28.18 shall be deemed to constitute, for purposes of Clause 33.2 (Break Costs), a prepayment of the respective Revolving Facility Outstandings before the last day of any Term relating thereto. (b) Upon the occurrence of a Sharing Event, automatically (and without the taking of any action): (i) all then Swingline Facility Outstandings then maintained in one or more currencies other than euros shall be automatically converted into Swingline Facility Outstandings maintained in euros (in an amount equal to the Euro Amount of the aggregate principal amount of the respective Swingline Facility Outstandings on the date such Sharing Event first occurred, which such Outstandings shall continue to be owed by the Borrower and shall be immediately due and payable on the date such Sharing Event has occurred); and (ii) all accrued and unpaid interest and other amounts owing with respect to such Outstandings shall be immediately due and payable in euros, taking the Euro Amount of such accrued and unpaid interest and other amounts. (c) Upon the occurrence of a Sharing Event, each Revolving Facility Lender shall (and hereby unconditionally and irrevocably agrees to) purchase and sell (in each case in euro) undivided participating interests in the Revolving Facility Outstandings and Outstanding L/C Amounts, in such amounts so that each Revolving Facility Lender shall have a share of each such Outstandings equal to its Proportion of the Revolving Facility prior to the incurrence of such Outstandings. Upon any such occurrence the Agent shall notify each Revolving Facility Lender and shall specify the amount of euros required from such Revolving Facility Lender in order to effect such purchases and sales in the amounts required above (together with accrued interest with respect to the period for the last interest payment date through the date of the Sharing Event plus any additional amounts payable by the Borrower pursuant to Clause 18 (Taxes) in respect of such accrued but unpaid interest), provided that, in the event that a Sharing Event shall have occurred, each such Revolving Facility Lender shall be deemed to have purchased, automatically and without request, such participating interests (and, as a result thereof, shall be entitled to receive from, or shall owe to, the other Revolving Facility Lenders the respective amounts owing as a result of the purchases and sales of participations contemplated herein). Promptly upon receipt of such request, each Revolving Facility Lender shall deliver to the Agent (in immediately available funds in euros) the net amounts as specified by the Agent. The Agent shall promptly deliver the amounts so received to the various Lenders in such amounts as are needed to effect the purchases and sales of participations as provided above. Promptly following receipt thereof, each Revolving Facility Lender which has sold participations in any of its Revolving Facility Outstandings and Outstanding L/C Amounts (through the Agent) will deliver to each Revolving Facility Lender (through the Agent) which has so purchased a participating interest a participation certificate dated the date of receipt of such funds and in such amount. It is understood that the amount of funds delivered by each Revolving Facility Lender shall be calculated on a net basis, giving effect to both the sales and purchases of participations by the various Revolving Facility Lenders as required above. (d) Upon, and after, the occurrence of a Sharing Event: (i) no further Utilisations shall be made or occur; (ii) all amounts from time to time accruing with respect to, and all amounts from time to time payable on account of, the Revolving Facility Advances and Swingline Facility Outstandings (including, without limitation, any interest and other amounts which were accrued but unpaid on the date of such purchase) shall be payable in euros as if each such Outstandings had originally been made in euros and shall be distributed by the relevant Revolving Facility Lenders (or their Affiliates) to the Agent for the account of the Revolving Facility Lenders which made available such Facilities or are participating therein; and (iii) the Revolving Facility Commitments shall be automatically terminated. Notwithstanding anything to the contrary contained above, the failure of any Revolving Facility Lender to purchase its participating interest as required above in any extensions of credit upon the occurrence of a Sharing Event shall not relieve any other Revolving Facility Lender of its obligation hereunder to purchase its participating interests in a timely manner, but no Revolving Facility Lender shall be responsible for the failure of any other Revolving Facility Lender to purchase the participating interest to be purchased by such other Revolving Facility Lender on any date. (e) If any amount required to be paid by any Revolving Facility Lender pursuant to paragraph (c) above is not paid to the Agent on the date upon which such Revolving Facility Lender receives notice from the Agent of the amount of its participations required to be purchased pursuant to paragraph (c) above, such Revolving Facility Lender shall also pay to the Agent on demand an amount equal to the product of (i) the amount so required to be paid by such Revolving Facility Lender for the purchase of its participations, (ii) the daily average rate which the Agent is offering overnight deposits in euro, during the period from and including the date of request for payment to the date on which such payment is immediately available to the Agent and (iii) a fraction the numerator of which is the number of days that elapsed during such period and the denominator of which is 360. If any such amount required to be paid by any Revolving Facility Lender pursuant to paragraph (c) is not in fact made available to the Agent within two Business Days following the date upon which such Revolving Facility Lender receives notice from the Agent as to the amount of participations required to be purchased by it, the Agent shall be entitled to recover from such Revolving Facility Lender on demand, such amount with interest thereon calculated from such request date at the rate per annum applicable to Revolving Facility Advances. A certificate of the Agent submitted to any Revolving Facility Lender with respect to any amounts payable under this Clause 28.18 shall be conclusive in the absence of manifest error. Amounts payable by any Revolving Facility Lender pursuant to this Clause 28.18 shall be paid to the Agent for the account of the relevant Revolving Facility Lenders, provided that, if the Agent (in its sole discretion) has elected to fund on behalf of such Revolving Facility Lender the amounts owing to such Revolving Facility Lenders, then the amounts shall be paid to the Agent for its own account. (f) Whenever, at any time after the relevant Revolving Facility Lenders have received from any Revolving Facility Lenders purchases of participations pursuant to this Clause 28.18, the various Revolving Facility Lenders receive any payment on account thereof, such Revolving Facility Lenders will distribute to the Agent, for the account of the various Revolving Facility Lenders participating therein, such Revolving Facility Lenders’ participating interests in such amounts (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such participations were outstanding) in like funds as received, provided, however, that in the event that such payment received by any Revolving Facility Lenders is required to be returned, the Revolving Facility Lenders who received previous distributions in respect of their participating interests therein will return to the respective Revolving Facility Lenders any portion thereof previously so distributed to them in like funds as such payment is required to be returned by the respective Revolving Facility Lenders. (g) Each Revolving Facility Lender’s obligation to purchase participating interests pursuant to this Clause 28.18 shall be absolute and unconditional and shall not be affected by any circumstance including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Facility Lender may have against any other Revolving Facility Lender, the Parent, the Borrower or any other person for any reason whatsoever, (ii) the occurrence or continuance of an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Parent, the Borrower or any other person, (iv) any breach of this Agreement by the Parent, the Borrower or any Lender or any other person, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (h) Notwithstanding anything to the contrary contained elsewhere in this Agreement, upon any purchase of participations as required above, each Revolving Facility Lender which has purchased such participations shall be entitled to receive from the Borrower any increased costs and indemnities (including, without limitation, pursuant to Clauses 33 (Borrower’s Indemnities), 19 (Increased Costs) and 18 (Taxes)) directly from the Borrower to the same extent as if it were the direct Lender as opposed to a participant therein. The Borrower acknowledges and agrees that, upon the occurrence of a Sharing Event and after giving effect to the requirements of this Clause 28.18, increased taxes may be owing by it pursuant to Clause 18 (Taxes), which taxes shall be paid (to the extent provided in Clause 18 (Taxes)) by the Borrower, without any claim that the increased taxes are not payable because same resulted from the participations effected as otherwise required by this Clause 28.18.

Sharing Events. Special Sharing and Conversion Provisions Applicable to Revolving Facility Lenders (a) On the date of the occurrence of a Sharing Event, automatically (and without the taking of any action): (i) all then Revolving Facility Outstandings then maintained in, and all Outstanding L/C Amounts owed in, one or more currencies other than euros shall be automatically converted into Outstandings maintained in, or owing in, euros (in an amount equal to the Euro Amount of the aggregate principal amount of the respective Outstandings on the date such Sharing Event first occurred, which such Outstandings shall continue to be owed by the Borrower Borrowers and shall be immediately due and payable on the date such Sharing Event has occurred); and (ii) all principal, accrued and unpaid interest and other amounts owing with respect to such Outstandings or Documentary Credit (except in respect of Utilisations which have not yet occurred) shall be immediately due and payable in euros, taking the Euro Amount of such principal, accrued and unpaid interest and other amounts. The occurrence of any conversion of Revolving Facility Advances as provided above in this Clause 28.18 shall be deemed to constitute, for purposes of Clause 33.2 (Break Costs), a prepayment of the respective Revolving Facility Outstandings before the last day of any Term relating thereto. (b) Upon the occurrence of a Sharing Event, automatically (and without the taking of any action): (i) all then Swingline Facility Outstandings then maintained in one or more currencies other than euros shall be automatically converted into Swingline Facility Outstandings maintained in euros (in an amount equal to the Euro Amount of the aggregate principal amount of the respective Swingline Facility Outstandings on the date such Sharing Event first occurred, which such Outstandings shall continue to be owed by the Borrower Borrowers and shall be immediately due and payable on the date such Sharing Event has occurred); and (ii) all accrued and unpaid interest and other amounts owing with respect to such Outstandings shall be immediately due and payable in euros, taking the Euro Amount of such accrued and unpaid interest and other amounts. (c) Upon the occurrence of a Sharing Event, each Revolving Facility Lender shall (and hereby unconditionally and irrevocably agrees to) purchase and sell (in each case in euro) undivided participating interests in the Revolving Facility Outstandings and Outstanding L/C Amounts, in such amounts so that each Revolving Facility Lender shall have a share of each such Outstandings equal to its Proportion of the Revolving Facility prior to the incurrence of such Outstandings. Upon any such occurrence the Agent shall notify each Revolving Facility Lender and shall specify the amount of euros required from such Revolving Facility Lender in order to effect such purchases and sales in the amounts required above (together with accrued interest with respect to the period for the last interest payment date through the date of the Sharing Event plus any additional amounts payable by the Borrower Borrowers pursuant to Clause 18 (Taxes) in respect of such accrued but unpaid interest), provided that, in the event that a Sharing Event shall have occurred, each such Revolving Facility Lender shall be deemed to have purchased, automatically and without request, such participating interests (and, as a result thereof, shall be entitled to receive from, or shall owe to, the other Revolving Facility Lenders the respective amounts owing as a result of the purchases and sales of participations contemplated herein). Promptly upon receipt of such request, each Revolving Facility Lender shall deliver to the Agent (in immediately available funds in euros) the net amounts as specified by the Agent. The Agent shall promptly deliver the amounts so received to the various Lenders in such amounts as are needed to effect the purchases and sales of participations as provided above. Promptly following receipt thereof, each Revolving Facility Lender which has sold participations in any of its Revolving Facility Outstandings and Outstanding L/C Amounts (through the Agent) will deliver to each Revolving Facility Lender (through the Agent) which has so purchased a participating interest a participation certificate dated the date of receipt of such funds and in such amount. It is understood that the amount of funds delivered by each Revolving Facility Lender shall be calculated on a net basis, giving effect to both the sales and purchases of participations by the various Revolving Facility Lenders as required above. (d) Upon, and after, the occurrence of a Sharing Event: (i) no further Utilisations shall be made or occur; (ii) all amounts from time to time accruing with respect to, and all amounts from time to time payable on account of, the Revolving Facility Advances and Swingline Facility Outstandings (including, without limitation, any interest and other amounts which were accrued but unpaid on the date of such purchase) shall be payable in euros as if each such Outstandings had originally been made in euros and shall be distributed by the relevant Revolving Facility Lenders (or their Affiliates) to the Agent for the account of the Revolving Facility Lenders which made available such Facilities or are participating therein; and (iii) the Revolving Facility Commitments shall be automatically terminated. Notwithstanding anything to the contrary contained above, the failure of any Revolving Facility Lender to purchase its participating interest as required above in any extensions of credit upon the occurrence of a Sharing Event shall not relieve any other Revolving Facility Lender of its obligation hereunder to purchase its participating interests in a timely manner, but no Revolving Facility Lender shall be responsible for the failure of any other Revolving Facility Lender to purchase the participating interest to be purchased by such other Revolving Facility Lender on any date. (e) If any amount required to be paid by any Revolving Facility Lender pursuant to paragraph (c) above is not paid to the Agent on the date upon which such Revolving Facility Lender receives notice from the Agent of the amount of its participations required to be purchased pursuant to paragraph (c) above, such Revolving Facility Lender shall also pay to the Agent on demand an amount equal to the product of (i) the amount so required to be paid by such Revolving Facility Lender for the purchase of its participations, (ii) the daily average rate which the Agent is offering overnight deposits in euro, during the period from and including the date of request for payment to the date on which such payment is immediately available to the Agent and (iii) a fraction the numerator of which is the number of days that elapsed during such period and the denominator of which is 360. If any such amount required to be paid by any Revolving Facility Lender pursuant to paragraph (c) is not in fact made available to the Agent within two Business Days following the date upon which such Revolving Facility Lender receives notice from the Agent as to the amount of participations required to be purchased by it, the Agent shall be entitled to recover from such Revolving Facility Lender on demand, such amount with interest thereon calculated from such request date at the rate per annum applicable to Revolving Facility Advances. A certificate of the Agent submitted to any Revolving Facility Lender with respect to any amounts payable under this Clause 28.18 shall be conclusive in the absence of manifest error. Amounts payable by any Revolving Facility Lender pursuant to this Clause 28.18 shall be paid to the Agent for the account of the relevant Revolving Facility Lenders, provided that, if the Agent (in its sole discretion) has elected to fund on behalf of such Revolving Facility Lender the amounts owing to such Revolving Facility Lenders, then the amounts shall be paid to the Agent for its own account. (f) Whenever, at any time after the relevant Revolving Facility Lenders have received from any Revolving Facility Lenders purchases of participations pursuant to this Clause 28.18, the various Revolving Facility Lenders receive any payment on account thereof, such Revolving Facility Lenders will distribute to the Agent, for the account of the various Revolving Facility Lenders participating therein, such Revolving Facility Lenders’ participating interests in such amounts (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such participations were outstanding) in like funds as received, provided, however, that in the event that such payment received by any Revolving Facility Lenders is required to be returned, the Revolving Facility Lenders who received previous distributions in respect of their participating interests therein will return to the respective Revolving Facility Lenders any portion thereof previously so distributed to them in like funds as such payment is required to be returned by the respective Revolving Facility Lenders. (g) Each Revolving Facility Lender’s obligation to purchase participating interests pursuant to this Clause 28.18 shall be absolute and unconditional and shall not be affected by any circumstance including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Facility Lender may have against any other Revolving Facility Lender, the Parent, the Borrower Borrowers or any other person for any reason whatsoever, (ii) the occurrence or continuance of an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Parent, the Borrower Borrowers or any other person, (iv) any breach of this Agreement by the Parent, the Borrower Borrowers or any Lender or any other person, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (h) Notwithstanding anything to the contrary contained elsewhere in this Agreement, upon any purchase of participations as required above, each Revolving Facility Lender which has purchased such participations shall be entitled to receive from the applicable Borrower any increased costs and indemnities (including, without limitation, pursuant to Clauses 33 (Borrower’s Indemnities), 19 (Increased Costs) and 18 (Taxes)) directly from the that Borrower to the same extent as if it were the direct Lender as opposed to a participant therein. The Borrower acknowledges Borrowers acknowledge and agrees agree that, upon the occurrence of a Sharing Event and after giving effect to the requirements of this Clause 28.18, increased taxes may be owing by it pursuant to Clause 18 (Taxes), which taxes shall be paid (to the extent provided in Clause 18 (Taxes)) by the relevant Borrower, without any claim that the increased taxes are not payable because same resulted from the participations effected as otherwise required by this Clause 28.18.