Common use of Sharing Notice Clause in Contracts

Sharing Notice. Upon obtaining knowledge of the occurrence of any Default, a Lender (or the Bank Agent with respect to a Default under the Credit Agreement) shall immediately notify the Collateral Agent and the Collateral Agent shall immediately give notice (a “Sharing Notice”) to each of the Lenders informing them that the provisions of this Agreement are to be implemented and requiring each Lender to provide it with all necessary information to enable it to calculate (a) such Lender’s Funded Obligations and Financial Obligations (including, without limitation, an itemization of all principal, interest, Breakage Costs, Make-Whole Amount, fees, costs and expenses owing to such Lender) as of the Sharing Commencement Date, (b) the Sharing Percentage of such Lender as of the Sharing Commencement Date and (c) any other amounts required to be calculated under this Agreement. If any necessary information is not received by the Collateral Agent within three days after the Collateral Agent delivers the Sharing Notice, the Collateral Agent may request such information from any other Lender that is a party to the applicable Credit Facility. If any such necessary information has not been provided to the Collateral Agent within two days after the Collateral Agent makes such supplemental request, the Collateral Agent may proceed with its calculations based upon the other information available to it and which it reasonably and in good faith believes to be correct. Once the Collateral Agent has either received such necessary information or has determined to proceed based upon such other information available to it, the Collateral Agent shall calculate and promptly notify the Lenders as to the relevant calculations, which notice shall demonstrate such calculations in reasonable detail. If the Collateral Agent thereafter receives information which demonstrates that the Collateral Agent’s prior calculations were erroneous, the Collateral Agent shall recalculate such calculations and shall promptly notify all Lenders of such recalculations and, if any payments pursuant to this Agreement have been made based upon such erroneous prior calculations, the amount to be repaid by or paid to such Lender as a result of such recalculations. Each Lender that has received an excess payment as a result of such erroneous prior calculations shall promptly (and in any event within five Business Days after its receipt of the Collateral Agent’s recalculations) repay to the Collateral Agent for the account of the other appropriate Lenders the excess portion of any payments previously received by it.

Sharing Notice. Upon obtaining knowledge of the occurrence of any Default, a Lender (or the Bank Agent an Acceleration with respect to a Default under any Credit Facility, the Credit Agreement) accelerating Lender shall immediately notify the Collateral Agent thereof and of its estimation of the Default Reference Date applicable thereto, and the Collateral Agent shall immediately give notice (a “Sharing Notice”"SHARING NOTICE") to each of the Lenders (other than the Affiliates of the Multiyear Lenders) informing them that the provisions of this Agreement Article 2 are to be implemented effective as of the Default Reference Date and requiring each Lender to provide it with all necessary information to enable it to calculate (a) such Lender’s 's Funded Obligations and Financial Obligations (including, without limitation, an itemization of all principal, interest, Breakage Costs, Make-Whole Amount, fees, costs and expenses owing to such Lender) as of the Default Reference Date and the amount of any other Obligations then outstanding. Any Sharing Commencement Date, (b) the Sharing Percentage of such Lender Notice shall be effective as of the Sharing Commencement Date and (c) any other amounts required to be calculated under this Agreement. If any necessary information date it is not received sent by the Collateral Agent within three days after and shall remain effective until the Collateral Agent delivers accelerating Lender and the Required Lenders agree that such Sharing Notice, Notice is no longer in effect. After receiving the Collateral Agent may request such information from any other Lender that is a party to the applicable Credit Facility. If any such necessary information has not been provided to the Collateral Agent within two days after the Collateral Agent makes such supplemental request, the Collateral Agent may proceed with its calculations based upon the other information available to it and which it reasonably and in good faith believes required to be correct. Once the Collateral Agent has either received such necessary information or has determined provided pursuant to proceed based upon such other information available to itthis Section 2.01, the Collateral Agent shall calculate and promptly notify the Lenders as to the relevant calculationsFunded Obligations of each Lender and, based on such information, the Sharing Percentage of each Lender, which notice shall demonstrate such calculations in reasonable detail. If the Collateral Agent thereafter receives information which demonstrates that the Collateral Agent’s 's prior calculations were erroneous, the Collateral Agent shall recalculate such calculations each Lender's Funded Obligations and each Lender's Sharing Percentage, and shall promptly notify all Lenders of such recalculations and, if any payments pursuant to recalculations. As used in this Agreement have been made based upon such erroneous prior calculationsSection 2.01 and elsewhere in this Agreement, the amount to be repaid by or paid to such Lender as a result of such recalculations. Each Lender that has received an excess payment as a result of such erroneous prior calculations following terms shall promptly (and in any event within five Business Days after its receipt of have the Collateral Agent’s recalculations) repay to the Collateral Agent for the account of the other appropriate Lenders the excess portion of any payments previously received by it.following meanings:

Sharing Notice. Upon obtaining knowledge of the occurrence of any Default, a Lender (or the Bank Agent an Acceleration with respect to a Default under any Credit Facility, the Credit Agreement) accelerating Lender shall immediately notify the Collateral Agent thereof and of its estimation of the Default Reference Date applicable thereto, and the Collateral Agent shall immediately give notice (a “Sharing Notice”) to each of the Lenders informing them that the provisions of this Agreement Article II are to be implemented effective as of the Default Reference Date and requiring each Lender to provide it with all necessary information to enable it to calculate (a) such Lender’s Funded Obligations and Financial Obligations (including, without limitation, an itemization of all principal, interest, Breakage Costs, Make-Whole Amount, fees, costs and expenses owing to such Lender) as of the Default Reference Date and the amount of any other Obligations then outstanding. Any Sharing Commencement Date, (b) the Sharing Percentage of such Lender Notice shall be effective as of the Sharing Commencement Date and (c) any other amounts required to be calculated under this Agreement. If any necessary information date it is not received sent by the Collateral Agent within three days after and shall remain effective until the Collateral Agent delivers accelerating Lender and the Required Lenders agree that such Sharing Notice, Notice is no longer in effect. After receiving the Collateral Agent may request such information from any other Lender that is a party to the applicable Credit Facility. If any such necessary information has not been provided to the Collateral Agent within two days after the Collateral Agent makes such supplemental request, the Collateral Agent may proceed with its calculations based upon the other information available to it and which it reasonably and in good faith believes required to be correct. Once the Collateral Agent has either received such necessary information or has determined provided pursuant to proceed based upon such other information available to itthis Section 2.1, the Collateral Agent shall calculate and promptly notify the Lenders as to the relevant calculationsFunded Obligations of each Lender and, based on such information, the Sharing Percentage of each Lender, which notice shall demonstrate such calculations in reasonable detail. If the Collateral Agent thereafter receives information which demonstrates that the Collateral Agent’s prior calculations were erroneous, the Collateral Agent shall recalculate such calculations each Lender’s Funded Obligations and each Lender’s Sharing Percentage, and shall promptly notify all Lenders of such recalculations and, if any payments pursuant to recalculations. As used in this Agreement have been made based upon such erroneous prior calculationsSection 2.1 and elsewhere in this Agreement, the amount to be repaid by or paid to such Lender as a result of such recalculations. Each Lender that has received an excess payment as a result of such erroneous prior calculations following terms shall promptly (and in any event within five Business Days after its receipt of have the Collateral Agent’s recalculations) repay to the Collateral Agent for the account of the other appropriate Lenders the excess portion of any payments previously received by it.following meanings:

Sharing Notice. Upon obtaining knowledge of the occurrence of any Default, a Lender an Acceleration each Noteholder (or the Bank Agent with respect to a Default under the Credit Agreementif any) causing such Acceleration shall immediately notify the Collateral Agent and of such Acceleration and, promptly upon the earlier of receipt of such notice or gaining actual knowledge of such Acceleration, the Collateral Agent shall immediately give notice (a “Sharing Notice”) to each of the Lenders Noteholders informing them that the provisions of this Agreement Article II are to be implemented and requiring each Lender Noteholder to provide it with all necessary information to enable it to calculate (a) such LenderNoteholder’s Funded Obligations and Financial Obligations (including, without limitation, an itemization of all principal, interest, Breakage Costs, Make-Whole AmountAmounts, Premiums, Breakage Costs, fees, costs and expenses owing to such LenderNoteholder) as of the Sharing Commencement Date, Acceleration Date and (b) the Sharing Percentage of such Lender each Noteholder. Any Sharing Notice shall be effective as of the date it is sent by the Collateral Agent and shall remain effective until all the Noteholders agree that such Sharing Commencement Date and (c) any other amounts required to be calculated under this AgreementNotice is no longer in effect. If any necessary information is not received by the Collateral Agent within three days after the Collateral Agent delivers the Sharing Notice, the Collateral Agent may request such information from the Company or any other Lender that is a party to the applicable Credit FacilityNoteholder. If any such necessary information has not been provided to the Collateral Agent within two days after the Collateral Agent makes such supplemental request, the Collateral Agent may proceed with its calculations based upon the other information available to it and which it reasonably and in good faith believes to be correct. Once the Collateral Agent has either received such necessary information or has determined to proceed based upon such other information available to it, the Collateral Agent shall calculate and promptly notify the Lenders Noteholders as to the relevant calculationsFunded Obligations and Financial Obligations of each Noteholder as of the Acceleration Date and as to the Sharing Percentage of each Noteholder, which notice shall demonstrate such calculations in reasonable detail. If the Collateral Agent thereafter receives information which demonstrates that the Collateral Agent’s prior calculations were erroneous, the Collateral Agent shall recalculate such calculations each Noteholder’s Funded Obligations and Financial Obligations with respect to the Note Agreement and the Notes and each Noteholder’s Sharing Percentage, and shall promptly notify all Lenders Noteholders of such recalculations and, if any payments pursuant to this Agreement Section 2.2 have been made based upon such erroneous prior calculations, the amount to be repaid by or paid to such Lender Noteholder as a result of such recalculations. Each Lender Noteholder that has received an excess payment as a result of such erroneous prior calculations shall promptly (and in any event within five Business Days after its receipt of the Collateral Agent’s recalculations) repay to the Collateral Agent for the account of the other appropriate Lenders Noteholders the excess portion of any payments previously received by it.

Sharing Notice. Upon obtaining knowledge of the occurrence of any Default, a Lender (or the Bank Agent Acceleration with respect to a Default under any Credit Facility, the Credit Agreement) accelerating Secured Party shall immediately notify the Collateral Agent and the Collateral Agent shall immediately give notice (a “"Sharing Notice”") to each of the Lenders Secured Parties informing them that the provisions of this Agreement Section are to be implemented and requiring each Lender Secured Party to provide it with all necessary information to enable it to calculate (a) such Lender’s Funded Secured Party's Obligations and Financial Obligations (including, without limitation, an itemization of all principal, interest, Breakage Costs, Make-Whole Amount, fees, costs and expenses owing to such Lender) as of the Sharing Commencement Date, (b) the Sharing Percentage of such Lender as of both the Sharing Commencement Date and the date of such Acceleration with respect to the Credit Facility to which such Secured Party is a party and (cb) any other amounts required to the Pre-Acceleration Sharing Percentage and Post- Acceleration Sharing Percentage of each Secured Party. Any Sharing Notice shall be calculated under this Agreementeffective as of the date it is sent by the Collateral Agent and shall remain effective until all the Secured Parties agree that such Sharing Notice is no longer in effect. If any necessary information is not received by the Collateral Agent within three days after the Collateral Agent delivers the Sharing Notice, the Collateral Agent may request such information from any other Lender Secured Party that is a party to the applicable Credit Facility. If any such necessary information has not been provided to the Collateral Agent within two days after the Collateral Agent makes such supplemental request, the Collateral Agent may proceed with its calculations based upon the other information available to it and which it reasonably and in good faith believes to be correct. Once the Collateral Agent has either received such necessary information or has determined to proceed based upon such other information available to it, the Collateral Agent shall calculate and promptly notify the Lenders Secured Parties as to the relevant calculationsObligations payable to each Secured Party (whether or not then due) as of both the Sharing Commencement Date and the date of Acceleration with respect to the applicable Credit Facility and the Pre-Acceleration Sharing Percentage and Post- Acceleration Sharing Percentage of each Secured Party, which notice shall demonstrate such calculations in reasonable detail. If the Collateral Agent thereafter receives information which demonstrates that the Collateral Agent’s =s prior calculations were erroneous, the Collateral Agent shall recalculate the Obligations payable to each Secured Party (whether or not then due) with respect to such calculations Credit Facility and each Secured Party=s Pre-Acceleration Sharing Percentage and Post-Acceleration Sharing Percentage, and shall promptly notify all Lenders Secured Parties of such recalculations and, if any payments pursuant to this Agreement Section 4.8 have been made based upon such erroneous prior calculations, the ----------- amount to be repaid by or paid to such Lender Secured Party as a result of such recalculations. Each Lender Secured Party that has received an excess payment as a result of such erroneous prior calculations shall promptly (and in any event within five Business Days after its receipt of the Collateral Agent’s =s recalculations) repay to the Collateral Agent for the account of the other appropriate Lenders Secured Parties the excess portion of any payments previously received by it.