Common use of Loss Sharing Clause in Contracts

Loss Sharing. (a) If a Revolving Facility A Loan (including a US Dollar Swingline Loan) or interest on a Revolving Facility A Loan (including a US Dollar Swingline Loan) is not paid in full on its due date, the Agent (if requested to do so in writing by any affected Lender) shall calculate the amount (if any) which needs to be paid or received by each Lender with a Revolving Facility A Commitment to place that Lender in the position it would have been in had each Lender (or its Affiliate) with a Facility A Commitment participated in that Loan in the proportion borne by its Facility A Commitment to the Total Facility A Commitments and, if the Total Facility A Commitments are then zero, the proportion borne by its Facility A Commitment to the Total Facility A Commitments immediately prior to their reduction to zero. (b) The calculation of the Agent is designed solely to allocate the unpaid amount proportionally among the Lenders with a Revolving Facility A Commitment according to their Revolving Facility A Commitments and will not take into account any commitment fee or other amount payable under the Finance Documents. (c) The Agent will set a date (the “Loss Sharing Date”) on which payments must be made under this Clause 11.9. The Agent shall give at least three (3) Business Days’ notice to each affected Lender of this date and the amount of the payment (if any) to be paid or received by it on this date. (d) On the Loss Sharing Date: (i) each affected Lender who has to make a payment shall pay to the Agent the relevant amount set out in the notice referred to in paragraph (c) above; and (ii) out of the amounts the Agent receives, the Agent shall pay to each affected Lender who is entitled to receive a payment the amount set out in that notice. (e) If the amount actually received by the Agent from the Lenders under paragraph (d) above is insufficient to pay the full amount required to be paid under that paragraph, the Agent shall distribute the amount it actually receives among the affected Lenders pro rata to the amounts they are entitled to receive under that paragraph. (f) If a Lender makes a payment to the Agent under this Clause 11.9 then, to the extent that that payment is distributed by the Agent under paragraphs (d) or (e) above, as between the relevant Obligor and that Lender an amount equal to the amount of that distributed payment will be treated as not having been paid by the relevant Obligor. (g) Any payment under this Clause 11.9 will not reduce the obligations in aggregate of any Obligor. (h) Xxxxx Fargo Bank, NA will only be deemed to be a Lender for the purposes of this Clause 11.9 (Loss Sharing) after the Target Accession Date has occurred and shall not have any liability in respect of Revolving Facility A Loans drawn prior to the Target Accession Date.

Loss Sharing. (a) In this Clause 7.10: The Proportion of a Lender means the proportion borne by: (a) its Revolving Facility Commitment (or, if the Total Revolving Facility Commitments are then zero, its Revolving Facility Commitment immediately prior to their reduction to zero) minus the Base Currency Amount of its participation (or that of a Lender which is its Affiliate) in any outstanding Revolving Facility Loans (but ignoring its (or its Affiliate’s) participation in the unpaid Swingline Loan); to (b) the Total Revolving Facility Commitments (or, if the Total Revolving Facility Commitments are then zero, the Total Revolving Facility Commitments immediately prior to their reduction to zero) minus the Base Currency Amount of any outstanding Revolving Facility Loans (but ignoring the unpaid Swingline Loan). The Shortfall of a Swingline Lender is an amount equal to its Unpaid Swingline Participation minus its (or its Affiliate’s) Proportion of the Unpaid Amount. The Unpaid Amount means, in relation to a Swingline Loan, any principal not repaid and/or any interest accrued but unpaid on that Swingline Loan, calculated from the Utilisation Date to the Loss Sharing Date. The Unpaid Swingline Participation of a Lender means that part of the Unpaid Amount (if any) owed to that Lender (or its Affiliate) (before any redistribution under this Clause 7.10). (b) If a Revolving Facility A Swingline Loan (including a US Dollar Swingline Loan) or interest on a Revolving Facility A Loan (including a US Dollar Swingline Loan) is not paid repaid in full on its due date, the Facility Agent shall (if requested to do so in writing by any affected Swingline Lender) shall calculate the amount (if any) which needs to be paid or received by each Lender with a Revolving Facility A Commitment to place that Lender in the position it would have been in had each Lender (or its Affiliate) with a Facility A Commitment participated in that Loan in the proportion borne by its Facility A Commitment to the Total Facility A Commitments and, if the Total Facility A Commitments are then zero, the proportion borne by its Facility A Commitment to the Total Facility A Commitments immediately prior to their reduction to zero. (b) The calculation of the Agent is designed solely to allocate the unpaid amount proportionally among the Lenders with a Revolving Facility A Commitment according to their Revolving Facility A Commitments and will not take into account any commitment fee or other amount payable under the Finance Documents. (c) The Agent will set a date (the “Loss Sharing Date”) on which payments must shall be made between the Lenders under this Clause 11.9the Revolving Facility to re-distribute the Unpaid Amount between them. The Facility Agent shall give at least three (3) Business Days’ notice to each affected Lender of this date the Loss Sharing Date and the amount notify it of the payment (if any) amounts to be paid or received by it on this dateit. (dc) On the Loss Sharing Date: (i) , each affected Lender who has to make a payment shall under the Revolving Facility must pay to the Facility Agent its Proportion of the relevant Unpaid Amount minus its (or its Affiliate’s) Unpaid Swingline Participation (if any). If this produces a negative figure for a Lender no amount set out in need be paid by that Lender. (d) Out of the notice referred funds received by the Facility Agent pursuant to in paragraph (c) above; and (ii) out of the amounts the Agent receives, the Facility Agent shall pay to each affected Swingline Lender who is entitled an amount equal to receive a payment the amount set out in Shortfall (if any) of that noticeSwingline Lender. (e) If the amount actually received by the Facility Agent from the Lenders under paragraph (d) above is insufficient to pay the full amount required to be paid under that paragraphof the Shortfall of all Swingline Lenders, the Agent shall distribute then the amount it actually receives among received will be distributed amongst the affected Swingline Lenders pro rata to the amounts they are entitled to receive under that paragraphShortfall of each Swingline Lender. (fi) If a Lender makes On making a payment to the Agent under this Clause 11.9 then7.10, the paying Lender will be subrogated to the rights of the Swingline Lenders which have shared in the payment received. (ii) If and to the extent that that payment a paying Lender is distributed by the Agent not able to rely on its rights under paragraphs sub-paragraph (d) or (ei) above, as between the relevant Obligor and that Borrower shall be liable to the paying Lender an amount for a debt equal to the amount of that distributed payment will be treated as not having been the paying Lender has paid by the relevant Obligorunder this Clause 7.10. (giii) Any payment under this Clause 11.9 will 7.10 does not increase or reduce the obligations in aggregate of any Obligor. (h) Xxxxx Fargo Bank, NA will only be deemed to be a Lender for the purposes of this Clause 11.9 (Loss Sharing) after the Target Accession Date has occurred and shall not have any liability in respect of Revolving Facility A Loans drawn prior to the Target Accession Date.

Loss Sharing. (a) If a Revolving Facility A Swingline Loan (including a US Dollar Swingline Loan) or interest on a Revolving Facility A Loan (including a US Dollar Swingline Loan) is not paid repaid in full on its due dateMaturity Date, the Facility Agent shall (if requested to do so in writing by any affected Swingline Lender) set a date (the Loss Sharing Date) on which payments shall calculate be made between the Lenders to re-distribute the unpaid amount (if any) which needs between them. The Facility Agent shall give at least 3 Business Days notice to each affected Lender of the Loss Sharing Date and notify it of the amounts to be paid or received by it. (b) On the Loss Sharing Date each Lender with a Revolving must pay to the Facility A Commitment to place that Lender in Agent its Proportion of the position it would have been in had each Lender Unpaid Amount minus its (or its Affiliate’s) with Unpaid Swingline Participation (if any). If this produces a Facility A Commitment participated in negative figure for a Lender no amount shall be paid by that Loan in Lender. (c) For the purposes of this Subclause: (i) the Proportion of a Lender means the proportion borne by by: (A) its Facility A Commitment to the Total Facility A Commitments and(or, if the Total Facility A Commitments are then zero, its Commitment immediately prior to their reduction to zero) minus the euro Amount (as defined in Clause 8.1 (Optional Currencies) of its participation (or that of a Lender which is its Affiliate) in any outstanding Loans (but ignoring its (or its Affiliate’s) participation in the unpaid Swingline Loan) to: (B) the Total Commitments (or, if the Total Commitments are then zero, the proportion borne by its Facility A Commitment to the Total Facility A Commitments immediately prior to their reduction to zero.) minus any outstanding Loans (but ignoring the unpaid Swingline Loan); (bii) The calculation of the Agent is designed solely Unpaid Amount means, in relation to allocate a Swingline Loan, any principal not repaid and/or any interest accrued but unpaid on that Swingline Loan calculated from the unpaid amount proportionally among Utilisation Date for that Swingline Loan to the Lenders with a Revolving Facility A Commitment according to their Revolving Facility A Commitments and will not take into account any commitment fee or other amount payable under the Finance Documents. (c) The Agent will set a date (the “Loss Sharing Date”; (iii) on which payments must be made under this Clause 11.9. The Agent shall give at least three (3) Business Days’ notice to each affected the Unpaid Swingline Participation of a Lender of this date and the amount means that part of the payment Unpaid Amount (if any) owed to be paid that Lender (or received by it on its Affiliate) (before any re-distribution under this dateSubclause). (d) On Out of the Loss Sharing Date: (i) each affected Lender who has funds received by the Facility Agent pursuant to make a payment shall pay to the Agent the relevant amount set out in the notice referred to in paragraph (c) above; and (ii) out of the amounts the Agent receives, the Facility Agent shall pay to each affected Swingline Lender who an amount equal to the Shortfall (if any) of that Swingline Lender. For these purposes the Shortfall of a Swingline Lender is entitled an amount equal to receive a payment its Unpaid Swingline Participation minus its (or its Affiliate’s) Proportion of the amount set out in that noticeUnpaid Amount. (e) If the amount actually received by the Facility Agent from the Lenders under paragraph (d) above is insufficient to pay the full amount required to be paid under that paragraph, of the Agent shall distribute Shortfall of all Swingline Lenders then the amount it actually receives among received will be distributed amongst the affected Swingline Lenders pro rata to the amounts they are entitled to receive under that paragraphShortfall of each Swingline Lender. (fi) If a Lender makes On a payment under this paragraph, the paying Lender will be subrogated to the Agent under this Clause 11.9 then, rights of the Swingline Lenders which have shared in the payment received; (ii) if and to the extent that that payment a paying Lender is distributed by the Agent not able to rely on its rights under paragraphs sub-paragraph (d) or (ei) above, as between the relevant Obligor and that Borrower shall be liable to the paying Lender an amount for a debt equal to the amount of that distributed payment will be treated as not having been the paying Lender has paid by the relevant Obligor.under this paragraph; and (giii) Any any payment under this Clause 11.9 will paragraph does not reduce the obligations in aggregate of any ObligorBorrower. (h) Xxxxx Fargo Bank, NA will only be deemed to be a Lender for the purposes of this Clause 11.9 (Loss Sharing) after the Target Accession Date has occurred and shall not have any liability in respect of Revolving Facility A Loans drawn prior to the Target Accession Date.