Common use of Pro Rata Sharing Clause in Contracts

Pro Rata Sharing. Subject to the provisions of Section 2.11(f), if any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party under the Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties under the Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties under the Loan Documents at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party under the Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties under the Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties under the Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Borrower in the amount of such interest or participating interest, as the case may be.

Pro Rata Sharing. Subject (a) Except for payments to a Lender from the provisions Agent which were received by the Agent for the account of Section 2.11(fsuch Lender in accordance with this Agreement, if a Lender shall at any time receive satisfaction by way of payment or foreclosure of any collateral or security or a declaration of set-off made by such Lender of all or a part of any amount payable by the Borrowers or the Guarantors hereunder or under the Guarantee (the “Amount Payable”) in a proportion which, in relation to any amounts received by any other Lender or Lenders, represents more than its percentage participation for the time being in the Amount Payable, then such Lender shall promptly purchase from the other Lenders such participation in the Amount Payable including the claims for payment of interest maintained by those other Lenders as may be necessary to cause the purchasing Lender to share the amount in excess of its percentage participation for the time being in the Amount Payable rateably with the other Lenders. Each of the Lenders hereby agrees to sell and transfer a participation in an Amount Payable, including the claims for payment of interest as may be necessary to give effect to this provision. (b) Notwithstanding Clause 29(a), if no portion of any payment or satisfaction of all or part of any Amount Payable to such Lender Party hereunder received in connection with or as a result of legal proceedings brought by or in the name of such Lender shall obtain be payable pursuant to Clause 29(a), to any other Lender where each other Lender has had an opportunity to join in such proceedings yet has declined to do so. Each Lender shall give prior written notice to each other Lender of its intention to institute legal proceedings in any jurisdiction. (c) If at any time any payment Lender (whether voluntary, involuntary, through the exercise of “Refunding Lender”) shall be required to refund any right of set off, amount which has been paid to or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) received by it on account of Obligations due any part of any Amount Payable by the Borrowers or the Guarantors hereunder and payable in respect of which it has paid an amount to any other Lender pursuant to Clause 29(a), such other Lender Party under shall against re-transfer of the Loan Documents at such time purchased participation in excess an Amount Payable including the claims for payment of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate interest repay a proportionate amount of the Obligations due and payable to all Lender Parties under the Loan Documents at sum so refunded together with such timeamount (if any) of payments on account of the Obligations due and payable to all Lender Parties under the Loan Documents at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party under the Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties under the Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties under the Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be is necessary to cause such purchasing reimburse the Refunding Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any appropriate portion of any interest it shall have been obliged to pay when refunding such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and amount as aforesaid for the period whilst such other Lender Party held the amounts to be refunded. (d) If a Lender receives satisfaction as set forth in Clause 29(a), it shall repay give notice thereof to the purchasing Agent. The Agent shall then calculate the amount to be paid pursuant to Clause 29(a). Such Lender Party shall pay this amount within the purchase price time period set forth by the Agent to the extent Agent which will then distribute the amount among the other Lenders. Each of such Lender Party’s ratable share (according the Lenders hereby authorises the Agent to assign to the proportion Lender receiving such satisfaction and to accept the assignment of, such participation in Amounts Payable including claims for payment of (i) interest on their behalf as set forth in Clause 29(a). The Agent shall confirm the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid assignments to all Lender PartiesLenders in writing every time such assignments take place. Clause 29(d) sentences 1 through 3 apply mutatis mutandis in case of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party a refund pursuant to this Section 2.13(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Borrower in the amount of such interest or participating interest, as the case may beClause 29(c).

Pro Rata Sharing. Subject to the provisions of Section 2.11(f), if any Lender Party shall obtain If at any time any payment Lender receives any amount from the Borrower or otherwise in respect of the relevant part of sums due from the Borrower hereunder (other than pursuant to Clause 11.1 (Payments to the Lenders) or from an assignee, transferee or participant) whether voluntaryby way of voluntary or involuntary payment, involuntary, through the exercise of any right of set off, set-off or otherwise, it will promptly pay to the other than Lender the relevant part of the amount so received such that the Lenders share such amount pro rata in accordance with their respective participations in the Loans. The other Lender shall treat such amount as if it were a payment by the Borrower directly to that Lender on account of sums due from the Borrower hereunder so that, as between the Borrower and the Lender who originally received the amount, the amount shall not be treated as having been paid and such Lender shall retain all its rights against the Borrower or otherwise with respect to such amount (except to the extent of any sum retained by it). Notwithstanding the foregoing provisions of this Clause: (i) no Lender shall be required to share any amount which it has received as a result of an assignment pursuant any legal proceedings commenced against the Borrower to Section 9.07) (a) on account of Obligations due recover sums owing to it under this Agreement with any other Lender which has a legal right to but does not join in such legal proceedings after having been given reasonable opportunity so to do and payable which does not commence and diligently pursue a separate action to such Lender Party under enforce its rights against the Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to Borrower; and (ii) the aggregate amount of the Obligations due and payable if any Lender is required to all Lender Parties under the Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties under the Loan Documents at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party under the Loan Documents at such time in excess of its ratable share (according repay to the proportion Borrower any part of (i) an amount originally received by it from the amount of such Obligations owing Borrower and shared pursuant to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties under the Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties under the Loan Documents at such time obtained by all of the Lender Parties at such timethis Clause, such Lender Party shall forthwith purchase from the other Lender Parties shall reimburse such interests or participating interests in Lender for the Obligations due and payable or owing amount required to them, as be repaid (less the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any appropriate portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of any sum which such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party has retained in respect of the total amount so recovered. The Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Borrower in the amount of such interest or participating interest, as the case may beamount).

Pro Rata Sharing. Subject The Lenders agree amongst themselves and with the Borrower that they shall rank pari passu and rateably in respect of all rights in and claims to the provisions of Section 2.11(fOutstandings owing to them. Accordingly, subject to clause 27.4 (Exceptions), if a Finance Party (the Recipient Finance Party) receives or recovers any Lender Party shall obtain at any time any payment amount (a Realised Amount) (other than from the Agents in accordance with this Agreement) in respect of sums due from the Borrower under the Financing Documents (whether voluntary, involuntary, through the exercise of any right of set off, by set-off or otherwise, other than as a result ) it shall promptly notify the Facility Agent of an assignment pursuant to Section 9.07) such amount and: (a) on account of Obligations due the Facility Agent shall, as soon as practicable, determine and payable to such Lender notify the Recipient Finance Party under the Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties under portion (the Loan Documents at such timeNotified Portion) of payments on account of the Obligations due and payable Realised Amount which the other Finance Parties would have been entitled to all Lender Parties had the Recipient Finance Party received such amount pro rata to its entitlement under the Loan Documents at such time obtained by all the Lender Parties at such time or this Agreement; (b) on account the Recipient Finance Party shall promptly pay the Notified Portion of Obligations owing (but not due and payable) to such Lender Party under the Loan Documents at such time in excess of its ratable share (according Realised Amount to the proportion of other Finance Parties pro rata to their entitlements under this Agreement; (ic) as between the amount of such Obligations owing to such Lender Party at such time to (ii) Borrower and the aggregate amount Recipient Finance Party, the Notified Portion shall be treated as not having been paid but the obligations of the Obligations owing (but not due and payable) Borrower to all Lender Parties under the Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties under the Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Finance Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price discharged to the extent of such Lender Party’s ratable share the related distribution made under paragraph (according to b) above. For the proportion purposes of (i) calculation of pro-rata sharing under this Agreement, any amount not denominated in Baht shall be notionally converted into Baht at the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Borrower in the amount of such interest or participating interest, as the case may beAverage Selling Rate.

Pro Rata Sharing. Subject to the provisions of Section 2.11(f)If any Purchaser shall, if any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of by exercising any right of set off, setoff or counterclaim or otherwise, other than as a result obtain payment in respect of an assignment pursuant to Section 9.07(x) (a) on account of Obligations due and payable to such Lender Party Purchaser hereunder and under the Loan other Transaction Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party Purchaser at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties Purchasers hereunder and under the Loan other Transaction Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties Purchasers hereunder and under the Loan other Transaction Documents at such time obtained by all the Lender Parties Purchasers at such time time, or (by) on account of Obligations owing (but not due and payable) to such Lender Party Purchaser hereunder and under the Loan other Transaction Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender Party Purchaser at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties Purchasers hereunder and under the Loan other Transaction Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties Purchasers hereunder and under the Loan other Transaction Documents at such time obtained by all of the Lender Parties Purchasers at such time, then, in each case under clauses (x) and (y) above, the Purchaser receiving such Lender Party greater proportion shall forthwith (A) notify the Agent of such fact, and (B) purchase from (for cash at face value) participations in the Notes of the other Lender Parties Purchasers, or make such interests or participating interests other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Purchasers ratably in accordance with the aggregate amount of Obligations then due and payable to the Purchasers or owing (but not due and payable) to themthe Purchasers, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that that: (1) if any such participations are purchased and all or any portion of such excess the payment giving rise thereto is thereafter recovered from such purchasing Lender Partyrecovered, such purchase from each other Lender Party participations shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price restored to the extent of such Lender Party’s ratable share recovery, without interest; and (according 2) the provisions of this Section 2(e) shall not be construed to apply to any payment obtained by a Purchaser as consideration for the assignment of or sale of a participation in any of its Notes to any assignee or participant. The Obligors consent to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13(b) mayforegoing and agree, to the fullest extent permitted by lawthey may effectively do so under legal requirements, that any Purchaser acquiring a participation pursuant to the foregoing arrangements may exercise all its against the Obligors rights of payment (including the right of set-off) setoff and counterclaim with respect to such interest or participating interest, as the case may be, participation as fully as if such Lender Party Purchaser were the a direct creditor of the Borrower Obligors in the amount of such interest or participating interest, as the case may beparticipation.