Common use of Sharing of Payments by the Lenders Clause in Contracts

Sharing of Payments by the Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations (other than pursuant to Section 5.9, Section 5.10, Section 5.11 or Section 12.3) greater than its pro rata share thereof as provided herein, then the Lender 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 such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; 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are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to (A) any payment made by the Borrowers 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), (B) the application of Cash Collateral provided for in Section 5.14 or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Swingline Loans and Letters of Credit to any assignee or participant, other than to KMG or any of its Subsidiaries or Affiliates (as to which the provisions of this paragraph shall apply). Each Borrower Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Borrower Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Borrower Party in the amount of such participation.

Sharing of Payments by the Lenders. If any Lender shallLender, by exercising any right of setoff or counterclaim or otherwise, obtain obtains any payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting reduction that might result in such Lender’s Lender receiving payment or other reduction of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations (other than pursuant to Section 5.9, Section 5.10, Section 5.11 or Section 12.3) hereunder greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall payment or other reduction will (a) notify the Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall will be equitable, so that the benefit of all such payments shall will be shared by the Lenders ratably rateably in accordance with the aggregate amount of - 95 - principal of and accrued interest on their respective Loans and other amounts owing them; , provided that: (ia) if any such participations are purchased and all or any portion of the payment giving rise thereto is recoveredrecovered from such Lender, such participations shall will be rescinded and the purchase price restored to the extent of such recovery, without interest, and; (iib) the provisions of this paragraph shall Section will not be construed to apply to (Ax) any payment made by the Borrowers any Credit Party 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), (B) the application of Cash Collateral provided for in Section 5.14 or (Cy) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Swingline Loans and Letters of Credit to any assignee or participant, other than to KMG any Credit Party or any Affiliate of its Subsidiaries or Affiliates a Credit Party (as to which the provisions of this paragraph shall Section will apply); and (c) the provisions of this Section will not be construed to apply to (w) any payment made while no Event of Default has occurred and is continuing in respect of obligations of the Borrowers to such Lender that do not arise under or in connection with the Loan Documents, (x) any payment made in respect of an obligation that is secured by a Permitted Encumbrance or that is otherwise entitled to priority over the Borrowers’ obligations under or in connection with the Loan Documents, (y) any reduction arising from an amount owing to a Credit Party upon the termination of Qualifying Hedge Arrangements entered into between a Borrower and such Lender, or (z) any payment to which such Lender is entitled as a result of any form of credit protection obtained by such Lender. Each Borrower Party consents The Credit Parties consent to the foregoing and agreesagree, to the extent it they may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Borrower Credit Party rights of setoff and counterclaim and similar rights of Lenders with respect to such participation as fully as if such Lender were a direct creditor of each Borrower Credit Party in the amount of such participation.

Sharing of Payments by the Lenders. If any Lender (including any LC Issuer) shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal (a) Obligations in respect of or interest on any the Facility due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facility due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facility due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all Lenders at such time or (b) Obligations in respect of the Facility owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and accrued interest thereon or payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facility owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such obligations time) of payment on account of the Obligations in respect of the Facility owing (but not due and payable) to all Lenders hereunder and under the other than pursuant to Section 5.9, Section 5.10, Section 5.11 or Section 12.3) greater than its pro rata share thereof as provided herein, Loan Documents at such time obtained by all of the Lenders at such time then the Lender 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 such other obligations or LC Disbursements of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of Obligations then due and accrued interest on their respective Loans payable to the Lenders or owing (but not due and other amounts owing them; payable) to the Lenders, as the case may be, 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 paragraph Section shall not be construed to apply to (A) any payment made by the Borrowers 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), or (B) the application of Cash Collateral provided for in Section 5.14 or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Swingline Loans and Letters of Credit to any assignee or participant, other than to KMG Borrowers or any of its Borrowers’ Affiliates or Subsidiaries or Affiliates (as to which the provisions of this paragraph Section shall apply). Each Borrower Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Lawapplicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Borrower Party any such Borrower’s rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each such Borrower Party in the amount of such participation.

Sharing of Payments by the Lenders. If any Lender (including any LC Issuer) shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal (a) Obligations in respect of or interest on any the Facility due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facility due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facility due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all Lenders at such time or (b) Obligations in respect of the Facility owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and accrued interest thereon or payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facility owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such obligations time) of payment on account of the Obligations in respect of the Facility owing (but not due and payable) to all Lenders hereunder and under the other than pursuant to Section 5.9, Section 5.10, Section 5.11 or Section 12.3) greater than its pro rata share thereof as provided herein, Loan Documents at such time obtained by all of the Lenders at such time then the Lender 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 such other obligations or LC Disbursements of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of Obligations then due and accrued interest on their respective Loans payable to the Lenders or owing (but not due and other amounts owing them; payable) to the Lenders, as the case may be, 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 paragraph Section shall not be construed to apply to (A) any payment made by the Borrowers 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), or (B) the application of Cash Collateral provided for in Section 5.14 or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Swingline Loans and Letters of Credit to any assignee or participant, other than to KMG Borrowers or any of its Borrowers' Affiliates or Subsidiaries or Affiliates (as to which the provisions of this paragraph Section shall apply). Each Borrower Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Lawapplicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Borrower Party any such Borrower's rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each such Borrower Party in the amount of such participation.