Common use of Sharing of Payments by Banks Clause in Contracts

Sharing of Payments by Banks. If any Bank shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in L/C Disbursements resulting in such Bank receiving payment of a greater proportion of the aggregate amount of its Loans and participations in L/C Disbursements and accrued interest thereon then due than the proportion received by any other Bank, then the Bank receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in L/C Disbursements of other Banks to the extent necessary so that the benefit of all such payments shall be shared by the Banks ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in L/C Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Bank as consideration for the assignment of or sale of a participation in any of its Loans or participations in L/C Disbursements to any assignee or participant, other than to any Subsidiary or Affiliate of the Borrower (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Bank acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Bank were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Banks. If Except to the extent set forth in §14 with regard to Defaulting Banks, if any Bank shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its the Loans made by it, or the participations in L/C Disbursements Obligations or in Swing Line Loans held by it resulting in such Bank Bank’s receiving payment of a greater proportion of the aggregate amount of its such Loans and or participations in L/C Disbursements and accrued interest thereon then due greater than the proportion received by any other Bankits pro rata share thereof as provided herein, then the Bank receiving such greater proportion shall (a) notify the applicable Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and participations subparticipations in L/C Disbursements Obligations and Swing Line Loans of the other Banks to the extent necessary Banks, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Banks ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in L/C Disbursementsother amounts owing them; provided that 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 paragraph Section shall not be construed to apply to (A) any payment made by the or on behalf of any 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 Bank), (B) the application of Cash Collateral provided for in §2.15, or (C) any payment obtained by a Bank as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in L/C Disbursements Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrowers or any Subsidiary or Affiliate of the Borrower thereof (as to which the provisions of this paragraph Section shall apply). The Borrower Each of the Borrowers consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Bank acquiring a participation pursuant to the foregoing arrangements may exercise against the such Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Bank were a direct creditor of the such Borrower in the amount of such participation.

Sharing of Payments by Banks. If any Bank shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its the Loans made by it, or the participations in L/C Disbursements Letters of Credit held by it resulting in such Bank Bank’s receiving payment of a greater proportion of the aggregate amount of its such Loans and or participations in L/C Disbursements and accrued interest thereon then due greater than the proportion received by any other Bankits pro rata share thereof as provided herein, then the Bank receiving such greater proportion shall (a) notify the Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and participations subparticipations in L/C Disbursements the Letter of Credit Obligations of the other Banks to the extent necessary Banks, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Banks ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in L/C Disbursements; other amounts owing them, provided that that: (ia) 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 ; and (iib) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Delinquent Bank), (y) the application of Cash Collateral provided for in §5.11.3, or (z) any payment obtained by a Bank as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in L/C Disbursements Letter of Credit Obligations to any assignee or participant, other than an assignment to any Subsidiary or Affiliate of the Borrower or any Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Bank acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Bank were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Banks. If any Bank shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its the Loans made by it, or the participations in L/C Disbursements Letters of Credit or in Swingline Loans held by it resulting in such Bank Bank’s receiving payment of a greater proportion of the aggregate amount of its such Loans and or participations in L/C Disbursements and accrued interest thereon then due greater than the proportion received by any other Bankits pro rata share thereof as provided herein, then the Bank receiving such greater proportion shall (a) notify the Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and participations subparticipations in L/C Disbursements the Letter of Credit Participations and Swingline Loans of the other Banks to the extent necessary Banks, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Banks ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in L/C Disbursements; other amounts owing them, provided that that: (ia) 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 ; and (iib) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Delinquent Bank), (y) the application of Cash Collateral provided for in §5.11.3, or (z) any payment obtained by a Bank as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in L/C Disbursements Letter of Credit Participations or Swingline Loans to any assignee or participant, other than an assignment to any Subsidiary or Affiliate of the Borrower or any Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Bank acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Bank were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Banks. If any Bank shall, by exercising any right of set-off or setoff, counterclaim or otherwisebanker's lien, by receipt of voluntary payment, by realization upon security, or by any other non-pro rata source, obtain payment in respect of any principal of or interest on any of its Loans or participations in L/C Disbursements other obligations hereunder resulting in such Bank Bank's receiving payment of a greater proportion of the aggregate amount of its Loans and participations in L/C Disbursements and accrued interest thereon then due or other such obligations greater than the proportion received by any other Bankpro-rata share of the amount such Bank is entitled thereto, then the Bank receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and participations in L/C Disbursements such other obligations of the other Banks to the extent necessary Banks, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Banks ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in L/C Disbursements; other amounts owing them, provided that that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interesttogether with interest or other amounts, if any, required by Law (including court order) to be paid by the Bank or the holder making such purchase; and 219962390 (ii) the provisions of this paragraph Section 5.3 shall not be construed to apply to (x) any payment made by the Borrower Loan Parties pursuant to and in accordance with the express terms of this Agreement the Loan Documents or (y) any payment obtained by a Bank as consideration for the assignment of or sale of a participation in any of its Loans or participations in L/C Disbursements Participation Advances to any assignee or participant, other than to a Borrower or any Subsidiary or Affiliate of the Borrower thereof (as to which the provisions of this paragraph Section 5.3 shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Bank acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower each Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Bank were a direct creditor of the Borrower each Loan Party in the amount of such participation.

Sharing of Payments by Banks. If any Bank shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or Loans, participations in L/C Disbursements Letters of Credit or Swing Line Loans, or other obligations hereunder resulting in such Bank receiving payment of a greater proportion of the aggregate amount of its Loans and Loans, participations in L/C Disbursements and accrued interest thereon then due Letters of Credit or Swing Line Loans, or other obligations hereunder greater than the proportion received by any other Bankits Pro Rata Share thereof as provided herein, then the Bank receiving such greater proportion shall (a) notify the Administrative Agent of such fact and (b) purchase (for cash at face value) participations in the Loans and Loans, participations in L/C Disbursements Letters of Credit or Swing Line Loans, and such other Banks to obligations of the extent necessary other Banks, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Banks ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and principal, participations in L/C DisbursementsLetters of Credit or Swing Line Loans, and such other obligations owing to them; provided that that: (ia) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and (iib) the provisions of this paragraph shall not be construed to apply to (i) any payment made by the 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 Bank or Disqualified Institution), (ii) the application of Cash Collateral provided for herein or (iii) any payment obtained by a Bank as consideration for the assignment of or sale of a participation in any of its Loans or participations in L/C Disbursements Letter of Credit Usage to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate of the Borrower thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaws, that any Bank acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Bank were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Banks. If any Bank shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its the Loans or participations in L/C Disbursements made by it, held by it resulting in such Bank Bank’s receiving payment of a greater proportion of the aggregate amount of its such Loans and participations in L/C Disbursements and accrued interest thereon then due greater than the proportion received by any other Bankits pro rata share thereof as provided herein, then the Bank receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and participations in L/C Disbursements of the other Banks to the extent necessary Banks, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Banks ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in L/C Disbursements; other amounts owing them, provided that that: (ia) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and (iib) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower Company pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Bank) or (y) any payment obtained by a Bank as consideration for the assignment of or sale of a participation in any of its Loans or participations in L/C Disbursements to any assignee or participant, other than an assignment to the Company or any Subsidiary or Affiliate of the Borrower thereof (as to which the provisions of this paragraph Section shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Bank acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Bank were a direct creditor of the Borrower such Loan Party in the amount of such participation.

Sharing of Payments by Banks. (i) If any Bank shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its the Loans made by it or the participations in L/C Disbursements Letter of Credit Obligations held by it resulting in such Bank Bank’s receiving payment of a greater proportion of the aggregate amount of its such Loans and or participations in L/C Disbursements and accrued interest thereon then due greater than the proportion received by any other Bankits Pro Rata share thereof as provided herein, then the Bank receiving such greater proportion shall (a) notify the Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and participations subparticipations in L/C Disbursements Letter of Credit Obligations of the other Banks to the extent necessary Banks, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Banks ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in L/C Disbursements; other amounts owing them, provided that that: (i1) 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 ; and (ii2) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Bank as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in L/C Disbursements Letter of Credit Obligations to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate of the Borrower thereof (as to which the provisions of this paragraph Section shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Bank acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Bank were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Banks. If Except to the extent set forth in §14 with regard to Defaulting Banks, if any Bank shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its the Loans made by it, or the participations in L/C Disbursements Obligations or in Swing Line Loans held by it resulting in such Bank Bank’s receiving payment of a greater proportion of the aggregate amount of its such Loans and or participations in L/C Disbursements and accrued interest thereon then due greater than the proportion received by any other Bankits pro rata share thereof as provided herein, then the Bank receiving such greater proportion shall (a) notify the applicable Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and participations subparticipations in L/C Disbursements Obligations and Swing Line Loans of the other Banks to the extent necessary Banks, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Banks ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in L/C Disbursements; other amounts owing them, provided that that: (ia) 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 ; and (iib) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by the or on behalf of any 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 Bank), (y) the application of Cash Collateral provided for in §2.15, or (z) any payment obtained by a Bank as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in L/C Disbursements Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrowers or any Subsidiary or Affiliate of the Borrower thereof (as to which the provisions of this paragraph Section shall apply). The Borrower Each of the Borrowers consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Bank acquiring a participation pursuant to the foregoing arrangements may exercise against the such Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Bank were a direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments by Banks. If any Bank shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its the Committed Loans made by it, or the participations in L/C Disbursements Obligations or in Swing Line Loans held by it resulting in such Bank Bank’s receiving payment of a greater proportion of the aggregate amount of its such Committed Loans and or participations in L/C Disbursements and accrued interest thereon then due greater than the proportion received by any other Bankits pro rata share thereof as provided herein, then the Bank receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Committed Loans and sub-participations in L/C Disbursements Obligations and Swing Line Loans of the other Banks to the extent necessary Banks, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Banks ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Committed Loans and participations in L/C Disbursements; other amounts owing them, provided that that: (ia) if any such participations or sub-participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or sub-participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and (iib) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by the or on behalf of any 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 Bank), (y) the application of Cash Collateral provided for in §2.16 or (z) any payment obtained by a Bank as consideration for the assignment of or sale of a participation in any of its Committed Loans or sub-participations in L/C Disbursements Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Company or any Subsidiary or Affiliate of the Borrower thereof (as to which the provisions of this paragraph Section shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Bank acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Bank were a direct creditor of the Borrower such Loan Party in the amount of such participation.

Sharing of Payments by Banks. If any Bank shall, by exercising any right of set-off or setoff, counterclaim or otherwisebanker's lien, by receipt of voluntary payment, by realization upon security, or by any other non-pro rata source, obtain payment in respect of any principal of or interest on any of its Loans or participations in L/C Disbursements other obligations hereunder resulting in such Bank Bank's receiving payment of a greater proportion of the aggregate amount of its Loans and participations in L/C Disbursements and accrued interest thereon then due or other such obligations greater than the proportion received by any other Bankpro-rata share of the amount such Bank is entitled thereto, then the Bank receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and participations in L/C Disbursements such other obligations of the other Banks to the extent necessary Banks, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Banks ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in L/C Disbursements; other amounts owing them, provided that that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interesttogether with interest or other amounts, if any, required by Law (including court order) to be paid by the Bank or the holder making such purchase; and (ii) the provisions of this paragraph Section 5.3 shall not be construed to apply to (x) any payment made by the Borrower Loan Parties pursuant to and in accordance with the express terms of this Agreement the Loan Documents or (y) any payment obtained by a Bank as consideration for the assignment of or sale of a participation in any of its Loans or participations in L/C Disbursements Participation Advances to any assignee or participant, other than to a Borrower or any Subsidiary or Affiliate of the Borrower thereof (as to which the provisions of this paragraph Section 5.3 shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Bank acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower each Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Bank were a direct creditor of the Borrower each Loan Party in the amount of such participation.

Sharing of Payments by Banks. If any Bank shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in L/C Disbursements other obligations hereunder resulting in such Bank receiving payment of a greater proportion of the aggregate amount of its Loans and participations in L/C Disbursements and accrued interest thereon then due Loans, or other obligations hereunder greater than the proportion received by any other Bankits Pro Rata Share thereof as provided herein, then the Bank receiving such greater proportion shall (a) notify the Administrative Agent of such fact and (b) purchase (for cash at face value) participations in the Loans and participations in L/C Disbursements such other obligations of the other Banks to the extent necessary Banks, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Banks ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in L/C Disbursementssuch other obligations owing to them; provided that that: (ia) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and (iib) the provisions of this paragraph shall not be construed to apply to (i) any payment made by the 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 Bank or Disqualified Institution) or (ii) any payment obtained by a Bank as consideration for the assignment of or sale of a participation in any of its Loans or participations in L/C Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate of the Borrower thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaws, that any Bank acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Bank were a direct creditor of the Borrower in the amount of such participation.