Common use of Sharing of Payments Among Banks Clause in Contracts

Sharing of Payments Among Banks. If a Bank shall obtain payment of any principal of or interest on any Loan, any fee due hereunder or on any L/C Exposure, made by it through the exercise of any right of setoff, banker's lien, counterclaim, or any other means, it shall share such payment with the other Banks and the amount of such payment shall be applied to reduce the Loans of all the Banks pro rata in accordance with the unpaid principal on the Loans held by each of them, and make such other adjustments from time to time as shall be equitable to the end that all the Banks shall share the benefit of such payment (net of any expenses which may be incurred by such Bank in obtaining or preserving such benefit) pro rata in accordance with the unpaid principal and interest on the Loans held by each of them. To such end the Banks shall make appropriate adjustments among themselves if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Bank so purchasing a participation (or direct interest) in the Loans made by the other Banks may exercise all rights of set off, banker's lien, counterclaim or similar rights with respect to such participation (or direct interest). Nothing contained herein shall require any Bank to exercise any such right or shall affect the right of any Bank to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness of the Borrower. Notwithstanding the foregoing or any other provision of this Agreement, no right or remedy of any Bank relating to any assets of the Borrower (including real property, improvements or fixtures) not covered by this Agreement or the other Loan Documents shall in any way be affected by this Agreement or otherwise with respect to any other indebtedness of the Borrower to any of the Banks.

Sharing of Payments Among Banks. If a Bank shall obtain payment of any principal of of, or interest on any Loanon, any fee due hereunder or on any L/C Exposure, Loan made by it to Borrower under this Agreement or shall obtain payment on any other Obligation owing by Borrower or any other Loan Party through the exercise of any right of setoffset-off, banker's ’s lien, counterclaim, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Bank or other payments made by or on behalf of Borrower or any other means, it shall share such payment with the other Banks and the amount of such payment shall be applied Loan Party to reduce the Loans of all the Banks pro rata a Bank not in accordance with the unpaid principal on terms of this Agreement and such payment should be distributed to the Banks in accordance with Section 9.03 or Section 10.14, as applicable, such Bank shall promptly purchase from the other Banks participations in (or, if and to the extent specified by such Bank, direct interests in) the Loans held made by each of themthe other Banks or other Obligations owed to such other Banks in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Banks shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Bank in obtaining or preserving such benefit) pro rata in accordance with the unpaid principal and interest on the Loans held by each requirements of themSection 9.03 or Section 10.14, as applicable. To such end end, all the Banks shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Bank so purchasing a participation (or direct interest) in the Loans made by the or other Obligations owed to such other Banks may exercise all rights of set set-off, banker's ’s lien, counterclaim or similar rights with respect to such participation (or as fully as if such Bank were a direct interest)holder of Loans in the amount of such participation. Nothing contained herein shall require any Bank to exercise any such right or shall affect the right of any Bank to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligations of the Borrower. Notwithstanding the foregoing or any other provision of this Agreement, no right or remedy of any Bank relating to any assets of the Borrower (including real property, improvements or fixtures) not covered by this Agreement or the other Loan Documents shall in any way be affected by this Agreement or otherwise with respect to any other indebtedness of the Borrower to any of the Banks.

Sharing of Payments Among Banks. If a Bank shall obtain payment of any principal of or interest on any Loan, any fee due hereunder or on any L/C Exposure, Loan made by it through the exercise of any right of setoff, banker's lien, counterclaim, or by any other means, it shall share such payment with the other Banks and the amount of such payment shall be applied to reduce the Loans of all the Banks pro rata in accordance with the unpaid principal on the Loans held by each of them, and make such other adjustments from time to time as shall be equitable to the end that all the Banks shall share the benefit of such payment (net of any expenses which may be incurred by such Bank in obtaining or preserving such benefit) pro rata in accordance with the unpaid principal and interest on the Loans held by each of them. To such end the Banks shall make appropriate adjustments among themselves if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Bank so purchasing a participation (or direct interest) in the Loans made by the other Banks may exercise all rights of set off, banker's lien, counterclaim or similar rights with respect to such participation (or direct interest). Nothing contained herein shall require any Bank to exercise any such right or shall affect the right of any Bank to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness of the Borrower. Notwithstanding the foregoing or any other provision of this Agreement, no right or remedy of any Bank relating to any assets of the Borrower (including real property, improvements or fixtures) not covered by this Agreement or the other Loan Documents shall in any way be affected by this Agreement or otherwise with respect to any other indebtedness of the Borrower to any of the Banks.

Sharing of Payments Among Banks. If a Bank shall obtain payment of any principal of or interest on the Term Loan or any Loan, any fee due hereunder Revolving Credit Loan made or on any L/C Exposure, made extended by it through the exercise of any right of setoff, banker's lien, counterclaim, or any other means, it shall share such payment with promptly purchase from the other Banks participations in (or, if and to the amount of extent specified by such payment shall be applied to reduce Bank, direct interests in) the Term Loans of all or Revolving Credit Loans, as the case may be, made by the other Banks pro rata in accordance with the unpaid principal on the Loans held by each of themsuch amounts, and make such other adjustments from time to time as shall be equitable to the end that all the Banks shall share the benefit of such payment (net of any expenses which may be incurred by such Bank in obtaining or preserving such benefit) pro rata in accordance with the unpaid principal and interest on the Term Loans and Revolving Credit Loans, as the case may be, held by each of them. To such end the Banks shall make appropriate adjustments among themselves (by the sale of participations or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Bank so purchasing a participation (or direct interest) in the Term Loans and/or Revolving Credit Loans, as the case may be, made by the other Banks may exercise all rights of set offsetoff, banker's lien, counterclaim or similar rights with respect to such participation (or direct interest). Nothing contained herein shall require any Bank to exercise any such right or shall affect the right of any Bank to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness of the Borrower. Notwithstanding In the foregoing event that a Bank has Term Loans, Bid Loans and Revolving Credit Loans outstanding, such Bank shall deem and treat all payments obtained by it as payments of principal of or any other provision interest on such Revolving Credit Loans, first and the excess of this Agreementsuch payments, no right if any, as payments of principal of or remedy interest on the Bid Loans and then the excess of any Bank relating to any assets such payments, if any, as payments of principal of or interest on the Borrower (including real property, improvements or fixtures) not covered by this Agreement or the other Loan Documents shall in any way be affected by this Agreement or otherwise with respect to any other indebtedness of the Borrower to any of the BanksTerm Loans.

Sharing of Payments Among Banks. If a Bank shall obtain payment of any principal of or interest on any Loan, any fee due hereunder or on any L/C Exposure, Loan made by it through the exercise of any right of setoff, banker's lien, counterclaim, or by any other means, it shall share such payment with the other Banks and the amount of such payment shall be applied to reduce the Loans of all the Banks pro rata in accordance with the unpaid principal on the Loans held by each of them, and make such other adjustments from time to time as shall be equitable to the end that all the Banks shall share the benefit of such payment (net of any expenses which may be incurred by such Bank in obtaining or preserving such benefit) pro rata in accordance with the unpaid principal and interest on the Loans held by each of them. To such end the Banks shall make appropriate adjustments among themselves if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Bank so purchasing a participation (or direct interest) in the Loans loans made by the other Banks may exercise all rights of set off, banker's lien, counterclaim or similar rights with respect to such participation (or direct interest). Nothing contained herein shall require any Bank to exercise any such right or shall affect the right of any Bank to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness of the Borrower. Notwithstanding the foregoing or any other provision of this Agreement, no right or remedy of any Bank relating to any assets of the Borrower (including real property, improvements or fixtures) not covered by this Agreement or the other Loan Documents shall in any way be affected by this Agreement or otherwise with respect to any other indebtedness of the Borrower to any of the Banks.

Sharing of Payments Among Banks. If a Bank shall obtain payment of any principal of or interest on any Loan, any fee due hereunder or on any L/C Exposure, Loan made by it through the exercise of any right of setoff, banker's lien, counterclaim, or by any other means, it shall share such payment with the other Banks and the amount of such payment shall be applied to reduce the Loans of all the Banks pro rata in accordance with the unpaid principal on the Loans held by each of them, and make such other adjustments from time to time as shall be equitable to the end that all the Banks shall share the benefit of such payment (net of any expenses which may be incurred by such Bank in obtaining or preserving such benefit) pro rata in accordance with the unpaid principal and interest on the Loans held by each of them. To such end the Banks shall make appropriate adjustments among themselves if such payment is rescinded or must otherwise be restored. The Borrower agrees Borrowers agree that any Bank so purchasing a participation (or direct interest) in the Loans loans made by the other Banks may exercise all rights of set off, banker's lien, counterclaim or similar rights with respect to such participation (or direct interest). Nothing contained herein shall require any Bank to exercise any such right or shall affect the right of any Bank to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness of the BorrowerBorrowers. Notwithstanding the foregoing or any other provision of this Agreement, no right or remedy of any Bank relating to any assets of the Borrower Borrowers (including real property, improvements or fixtures) not covered by this Agreement or the other Loan Documents shall in any way be affected by this Agreement or otherwise with respect to any other indebtedness of the Borrower Borrowers to any of the Banks.

Sharing of Payments Among Banks. If a Bank shall obtain payment of any principal of of, or interest on any Loanon, any fee due hereunder or on any L/C Exposure, Loan made by it to Borrower under this Agreement or shall obtain payment on any other Obligation owing by Borrower or any other Loan Party through the exercise of any right of setoffset-off, banker's ’s lien, counterclaim, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Bank or other payments made by or on behalf of Borrower or any other means, it shall share such payment with the other Banks and the amount of such payment shall be applied Loan Party to reduce the Loans of all the Banks pro rata a Bank not in accordance with the unpaid principal on terms of this Agreement and such payment should be distributed to the Banks in accordance with Section 9.03 or Section 10.14, as applicable, such Bank shall promptly purchase from the other Banks participations in (or, if and to the extent specified by such Bank, direct interests in) the Loans held made by each of themthe other Banks or other Obligations owed to such other Banks in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Banks shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Bank in obtaining or preserving such benefit) pro rata in accordance with the unpaid principal and interest on the Loans held by each requirements of themSection 9.03 or Section 10.14, as applicable. To such end end, all the Banks shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower Xxxxxxxx agrees that any Bank so purchasing a participation (or direct interest) in the Loans made by the or other Obligations owed to such other Banks may exercise all rights of set set-off, banker's ’s lien, counterclaim or similar rights with respect to such participation (or as fully as if such Bank were a direct interest)holder of Loans in the amount of such participation. Nothing contained herein shall require any Bank to exercise any such right or shall affect the right of any Bank to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligations of the Borrower. Notwithstanding the foregoing or any other provision of this Agreement, no right or remedy of any Bank relating to any assets of the Borrower (including real property, improvements or fixtures) not covered by this Agreement or the other Loan Documents shall in any way be affected by this Agreement or otherwise with respect to any other indebtedness of the Borrower to any of the Banks.

Sharing of Payments Among Banks. If a Bank shall obtain payment in respect of any principal of or interest on any Loan, any fee due hereunder or on any L/C Exposure, Loan made by it it, or the participations in Letter of Credit Liabilities held by it, through the exercise of any right of setoff, banker's lien, ’s lien or counterclaim, or by any other meansmeans (including direct payment), it shall share and such payment with results in such Bank receiving a greater payment than it would have been entitled to had such payment been paid directly to Administrative Agent for disbursement to the Banks, then such Bank shall promptly (a) notify Administrative Agent of such fact and (b) purchase for cash (at face value) from the other Banks and the amount of such payment shall be applied to reduce participations in the Loans made by, and subparticipations in the Letter of all Credit Liabilities of, the other Banks pro rata in accordance with the unpaid principal on the Loans held by each of themsuch amounts, and make such other adjustments from time to time as shall be equitable to the end that all the Banks shall share the benefit of all such payment (net of any expenses which may payments shall be incurred shared by such Bank in obtaining or preserving such benefit) pro rata the Banks ratably in accordance with the unpaid aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that (i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 10.15 shall not be construed to apply to (x) any payment made by or on behalf of Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.17(o) or (z) any payment obtained by a Bank as consideration for the assignment of or sale of a participation in any of its Loans held by each or subparticipations in Letters of themCredit to any assignee or participant, other than to Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 10.15 shall apply). To such end the Banks shall make appropriate adjustments among themselves (by the resale of participations and subparticipations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees Bxxxxxxx consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Bank so purchasing a participation (or direct interest) in the Loans made by the other Banks may exercise all rights of set offsetoff, banker's ’s lien, counterclaim or similar rights with respect to such participation (or as fully as if such Bank were a direct interest)creditor of Borrower in the amount of such participation. Nothing contained herein shall require any Bank to exercise any such right or shall affect the right of any Bank to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness of the Borrower. Notwithstanding the foregoing or any other provision of this Agreement, no right or remedy of any Bank relating to any assets of the Borrower (including real property, improvements or fixtures) not covered by this Agreement or the other Loan Documents shall in any way be affected by this Agreement or otherwise with respect to any other indebtedness of the Borrower to any of the Banks.

Sharing of Payments Among Banks. If a Bank shall obtain payment of any principal of or interest on any Loan, any fee due hereunder Pro Rata Loan made or on any L/C Exposure, made extended by it through the exercise of any right of setoff, banker's lien, counterclaim, or by any other means, it shall share such payment with promptly purchase from the other Banks participations in (or, if and to the amount of extent specified by such payment shall be applied to reduce Bank, direct interests in) the Pro Rata Loans of all made by the other Banks pro rata in accordance with the unpaid principal on the Loans held by each of themsuch amounts, and make such other adjustments from time to time as shall be equitable to the end that all the Banks shall share the benefit of such payment (net of any expenses which may be incurred by such Bank in obtaining or preserving such benefit) pro rata in accordance with the unpaid principal and interest on the Pro Rata Loans held by each of them. To such end the Banks shall make appropriate adjustments among themselves (by the sale of participations or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Bank so purchasing a participation (or direct interest) in the Pro Rata Loans made by the other Banks may exercise all rights of set offsetoff, banker's lien, counterclaim or similar rights with respect to such participation (or direct interest). Nothing contained herein shall require any Bank to exercise any such right or shall affect the right of any Bank to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness of the Borrower. Notwithstanding In the foregoing event that a Bank has both Bid Loans and Pro Rata Loans outstanding, such Bank shall deem and treat all payments obtained by it as payments of principal of or any other provision interest on such Pro Rata Loans and the excess of this Agreementsuch payments, no right if any, as payments of principal of or remedy of any Bank relating to any assets of the Borrower (including real property, improvements or fixtures) not covered by this Agreement or the other Loan Documents shall in any way be affected by this Agreement or otherwise with respect to any other indebtedness of the Borrower to any of the Banksinterest on such Bid Loans.