Common use of Sharing of Payments by Tranches Clause in Contracts

Sharing of Payments by Tranches. If, at any time during the existence of any Trigger Event, the Lenders under any Tranche (a “Group”) shall obtain aggregate payments or other recoveries (whether voluntary, involuntary, by application of offset or otherwise) on account of principal of or interest on any Loan made, or principal of or interest on reimbursement obligations with respect to any Letter of Credit issued, under such Tranche in excess of such Group’s pro rata share (based on such Group’s percentage of the aggregate Dollar Equivalent amount of all such obligations then owed to all Lenders hereunder) of all payments and other recoveries received by all Groups hereunder, then the Group receiving such excess payment (the “Benefitted Group”) shall immediately (a) purchase (for cash at face value, and based on each such Lender’s Applicable Tranche Percentage) participations in Obligations of the other Groups in order to cause the Benefitted Group to share the excess payment or recovery ratably with the other Groups and (b) pay such excess to (or as otherwise directed by) Global Administrative Agent, which shall distribute such excess to the Funding Agents for the other Groups, in order to effectuate such participations ; provided that if all or any part of the payment or other recovery that gave rise to any such excess payment or other recovery is thereafter recovered from the Benefitted Group, then each other Group shall repay to Global Administrative Agent for the account of the Benefitted Group the amount necessary to ensure that each Group receives its pro rata share of all such payments or other recoveries received by each Group. The obligation of each member of each Group to make its share of any payment required under this Section 6.9.2 shall be several, and not joint or joint and several, and after giving effect to any such payment each Group shall make such other adjustments as shall be appropriate under Section 6.9.1. The provisions of this Section 6.9.2 are solely for the benefit of the Lenders and are not for the benefit of (and may not be enforced by) any other Person. Global Administrative Agent, Funding Agents and Lenders may, without the consent of any Loan Party or any other Person, make arrangements among themselves to amend or otherwise modify this Section 6.9.2 and to establish different sharing arrangements with respect to payments and other recoveries hereunder; provided that any such amendment, modification or sharing arrangement shall be consented to by all Lenders affected thereby. If, at any time after Lenders have purchased participations pursuant to this Section 6.9.2, no Trigger Event exists, then Global Administrative Agent, Funding Agents and Lenders shall take all actions necessary to rescind all participations and subparticipations previously purchased pursuant to this Section 6.9.2.

Sharing of Payments by Tranches. If, at any time during the existence of any Trigger Event, the Lenders under any Tranche (a “Group”) shall obtain aggregate payments or other recoveries (whether voluntary, involuntary, by application of offset or otherwise) on account of principal of or interest on any Loan made, or principal of or interest on reimbursement obligations with respect to any Letter of Credit issued, under such Tranche in excess of such Group’s pro rata share (based on such Group’s percentage of the aggregate Dollar Euro Equivalent amount of all such obligations then owed to all Lenders hereunder) of all payments and other recoveries received by all Groups hereunder, then the Group receiving such excess payment (the “Benefitted Group”) shall immediately (a) purchase (for cash at face value, and based on each such Lender’s Applicable Tranche Percentage) participations in Obligations of the other Groups in order to cause the Benefitted Group to share the excess payment or recovery ratably with the other Groups and (b) pay such excess to (or as otherwise directed by) Global Administrative Agent, which shall distribute such excess to the Funding Agents Administrative Agent for the other Groups, in order to effectuate such participations participations; provided that if all or any part of the payment or other recovery that gave rise to any such excess payment or other recovery is thereafter recovered from the Benefitted Group, then each other Group shall repay to Global Administrative Agent for the account of the Benefitted Group the amount necessary to ensure that each Group receives its pro rata share of all such payments or other recoveries received by each Group. The obligation of each member of each Group to make its share of any payment required under this Section 6.9.2 6.10.2 shall be several, and not joint or joint and several, and after giving effect to any such payment each Group shall make such other adjustments as shall be appropriate under Section 6.9.16.10.1. The provisions of this Section 6.9.2 6.10.2 are solely for the benefit of the Lenders and are not for the benefit of (and may not be enforced by) any other Person. Global Administrative Agent, Funding Agents Agent and Lenders may, without the consent of any Loan Party or any other Person, make arrangements among themselves to amend or otherwise modify this Section 6.9.2 6.10.2 and to establish different sharing arrangements with respect to payments and other recoveries hereunder; provided that any such amendment, modification or sharing arrangement shall be consented to by all Lenders affected thereby. If, at any time after Lenders have purchased participations pursuant to this Section 6.9.26.10.2, no Trigger Event exists, then Global Administrative Agent, Funding Agents Agent and Lenders shall take all actions necessary to rescind all participations and subparticipations previously purchased pursuant to this Section 6.9.26.10.2.

Sharing of Payments by Tranches. If, at any time during the existence of any Trigger Event, the Lenders under any Tranche (a “Group”) shall obtain aggregate payments or other recoveries (whether voluntary, involuntary, by application of offset or otherwise) on account of principal of or interest on any Loan made, or principal of or interest on reimbursement obligations with respect to any Letter of Credit issued, under such Tranche in excess of such Group’s pro rata share (based on such Group’s percentage of the aggregate Dollar Equivalent amount of all such obligations then owed to all Lenders hereunder) of all payments and other recoveries received by all Groups hereunder, then the Group receiving such excess payment (the “Benefitted Group”) shall immediately (a) purchase (for cash at face value, and based on each such Lender’s Applicable Tranche Percentage) participations in Obligations of the other Groups in order to cause the Benefitted Group to share the excess payment or recovery ratably with the other Groups and (b) pay such excess to (or as otherwise directed by) Global Administrative Agent, 101 which shall distribute such excess to the Funding Agents for the other Groups, in order to effectuate such participations participations; provided that if all or any part of the payment or other recovery that gave rise to any such excess payment or other recovery is thereafter recovered from the Benefitted Group, then each other Group shall repay to Global Administrative Agent for the account of the Benefitted Group the amount necessary to ensure that each Group receives its pro rata share of all such payments or other recoveries received by each Group. The obligation of each member of each Group to make its share of any payment required under this Section 6.9.2 shall be several, and not joint or joint and several, and after giving effect to any such payment each Group shall make such other adjustments as shall be appropriate under Section 6.9.1. The provisions of this Section 6.9.2 are solely for the benefit of the Lenders and are not for the benefit of (and may not be enforced by) any other Person. Global Administrative Agent, Funding Agents and Lenders may, without the consent of any Loan Party or any other Person, make arrangements among themselves to amend or otherwise modify this Section 6.9.2 and to establish different sharing arrangements with respect to payments and other recoveries hereunder; provided that any such amendment, modification or sharing arrangement shall be consented to by all Lenders affected thereby. If, at any time after Lenders have purchased participations pursuant to this Section 6.9.2, no Trigger Event exists, then Global Administrative Agent, Funding Agents and Lenders shall take all actions necessary to rescind all participations and subparticipations previously purchased pursuant to this Section 6.9.2.

Sharing of Payments by Tranches. If, at any time during the existence of any Trigger Event, the Lenders under any Tranche (a “Group”) shall obtain aggregate payments or other recoveries (whether voluntary, involuntary, by application of offset or otherwise) on account of principal of or interest on any Loan made, or principal of or interest on reimbursement obligations with respect to any Letter of Credit issued, under such Tranche in excess of such Group’s pro rata share (based on such Group’s percentage of the aggregate Dollar Equivalent amount of all such obligations then owed to all Lenders hereunder) of all payments and other recoveries received by all Groups hereunder, then the Group receiving such excess payment (the “Benefitted Group”) shall immediately (a) purchase (for cash at face value, and based on each such Lender’s Applicable Tranche Percentage) participations in Obligations of the other Groups in order to cause the Benefitted Group to share the excess payment or recovery ratably with the other Groups and (b) pay such excess to (or as otherwise directed by) Global Administrative Agent, which shall distribute such excess to the Funding Agents Administrative Agent for the other Groups, in order to effectuate such participations participations; provided that if all or any part of the payment or other recovery that gave rise to any such excess payment or other recovery is thereafter recovered from the 16257277_9 Benefitted Group, then each other Group shall repay to Global Administrative Agent for the account of the Benefitted Group the amount necessary to ensure that each Group receives its pro rata share of all such payments or other recoveries received by each Group. The obligation of each member of each Group to make its share of any payment required under this Section 6.9.2 6.10.2 shall be several, and not joint or joint and several, and after giving effect to any such payment each Group shall make such other adjustments as shall be appropriate under Section 6.9.16.10.1. The provisions of this Section 6.9.2 6.10.2 are solely for the benefit of the Lenders and are not for the benefit of (and may not be enforced by) any other Person. Global Administrative Agent, Funding Agents Agent and Lenders may, without the consent of any Loan Party or any other Person, make arrangements among themselves to amend or otherwise modify this Section 6.9.2 6.10.2 and to establish different sharing arrangements with respect to payments and other recoveries hereunder; provided that any such amendment, modification or sharing arrangement shall be consented to by all Lenders affected thereby. If, at any time after Lenders have purchased participations pursuant to this Section 6.9.26.10.2, no Trigger Event exists, then Global Administrative Agent, Funding Agents Agent and Lenders shall take all actions necessary to rescind all participations and subparticipations previously purchased pursuant to this Section 6.9.26.10.2.

Sharing of Payments by Tranches. If, at any time during the existence of any a Trigger Event, the Lenders under any either Tranche (a “Group”) shall obtain aggregate payments or other recoveries (whether voluntary, involuntary, by application of offset or otherwise) on account of principal of or interest on any Loan made, or principal of or interest on reimbursement obligations with respect to any Letter of Credit issued, the Loans under such Tranche in excess of such Group’s pro rata share (based on such Group’s percentage of the aggregate Dollar Equivalent amount of all such obligations then owed to all Lenders hereunder) of all payments and other recoveries received by all both Groups hereunder, then the Group receiving such excess payment (the “Benefitted Group”) shall immediately (a) purchase (for cash at face value, and based on each member of such LenderGroup’s Applicable Tranche PercentageA Pro Rata Share and/or Tranche B Pro Rata Share, as applicable) participations in Obligations the Loans of the other Groups Group in order to cause the Benefitted Group to share the excess payment or recovery ratably with the other Groups Group and (b) pay such excess to (or as otherwise directed by) Global Administrative Agent, which shall distribute such excess to the Funding Agents for members of the other Groups, Group in order to effectuate such participations participations; provided that if all or any part of the payment or other recovery that gave rise to any such excess payment or other recovery is thereafter recovered from the Benefitted Group, then each the other Group shall repay to Global Administrative Agent for the account of the Benefitted Group the amount necessary to ensure that each Group receives its pro rata share of all such payments or other recoveries received by each Group. The obligation of each member of each Group to make its share of any payment required under this Section 6.9.2 9.4.3 shall be several, and not joint or joint and several, and after giving effect to any such payment each Group shall make such other adjustments as shall be appropriate under Section 6.9.19.4.2. The provisions of this Section 6.9.2 9.4.3 are solely for the benefit of the Lenders and are not for the benefit of (and may not be enforced by) any other Person. Global Administrative Agent, Funding Agents and Lenders may, without the consent of any Loan Party or any other Person, make arrangements among themselves to amend or otherwise modify this Section 6.9.2 and to establish different sharing arrangements with respect to payments and other recoveries hereunder; provided that any such amendment, modification or sharing arrangement shall be consented to by all Lenders affected thereby. If, at any time after Lenders have purchased participations pursuant to this Section 6.9.29.4.3, no Trigger Event exists, then Global Administrative Agent, Funding Agents Agent and the Lenders shall take all actions necessary to rescind all participations and subparticipations previously purchased pursuant to this Section 6.9.29.4.3.

Sharing of Payments by Tranches. If, at any time during the existence of any Trigger Event, the Lenders under any Tranche (a “Group”) shall obtain aggregate payments or other recoveries (whether voluntary, involuntary, by application of offset or otherwise) on account of principal of or interest on any Loan made, or principal of or interest on reimbursement obligations with respect to any Letter of Credit issued, under such Tranche in excess of such Group’s pro rata share (based on such Group’s percentage of the aggregate Dollar Equivalent amount of all such obligations then owed to all Lenders hereunder) of all payments and other recoveries received by all Groups hereunder, then the Group receiving such excess payment (the “Benefitted Group”) shall immediately (a) purchase (for cash at face value, and based on each such Lender’s Applicable Tranche Percentage) participations in Obligations of the other Groups in order to cause the Benefitted Group to share the excess payment or recovery ratably with the other Groups and (b) pay such excess to (or as otherwise directed by) Global Administrative Agent, which shall distribute such excess to the Funding Agents for the other Groups, in order to effectuate such participations participations; provided that if all or any part of the payment or other recovery that gave rise to any such excess payment or other recovery is thereafter recovered from the Benefitted Group, then each other Group shall repay to Global Administrative Agent for the account of the Benefitted Group the amount necessary to ensure that each Group receives its pro rata share of all such payments or other recoveries received by each Group. The obligation of each member of each Group to make its share of any payment required under this Section 6.9.2 shall be several, and not joint or joint and several, and after giving effect to any such payment each Group shall make such other adjustments as shall be appropriate under Section 6.9.1. The provisions of this Section 6.9.2 are solely for the benefit of the Lenders and are not for the benefit of (and may not be enforced by) any other Person. Global Administrative Agent, Funding Agents and Lenders may, without the consent of any Loan Party or any other Person, make arrangements among themselves to amend or otherwise modify this Section 6.9.2 and to establish different sharing arrangements with respect to payments and other recoveries hereunder; provided that any such amendment, modification or sharing arrangement shall be consented to by all Lenders affected thereby. If, at any time after Lenders have purchased participations pursuant to this Section 6.9.2, no Trigger Event exists, then Global Administrative Agent, Funding Agents and Lenders shall take all actions necessary to rescind all participations and subparticipations previously purchased pursuant to this Section 6.9.2.

Sharing of Payments by Tranches. If, at any time during the existence of any Trigger Event, the Lenders under any Tranche (a “Group”) shall obtain aggregate payments or other recoveries (whether voluntary, involuntary, by application of offset or otherwise) on account of principal of or interest on any Loan made, or principal of or interest on reimbursement obligations with respect to any Letter of Credit issued, under such Tranche in excess of such Group’s pro rata share (based on such Group’s percentage of the aggregate Dollar Equivalent amount of all such obligations then owed to all Lenders hereunder) of all payments and other recoveries received by all Groups hereunder, then the Group receiving such excess payment (the “Benefitted Group”) shall immediately (a) purchase (for cash at face value, and based on each such Lender’s Applicable Tranche Percentage) participations in Obligations of the other Groups in order to cause the Benefitted Group to share the excess payment or recovery ratably with the other Groups and (b) pay such excess to (or as otherwise directed by) Global Administrative Agent, which shall distribute such excess to the Funding Agents for the other Groups, in order to effectuate such participations participations; provided that if all or any part of the payment or other recovery that gave rise to any such excess payment or other recovery is thereafter recovered from the Benefitted Group, then each other Group shall repay to Global Administrative Agent for the account of the Benefitted Group the amount necessary to ensure that each Group receives its pro rata share of all such payments or other recoveries received by each Group. The obligation of each member of each Group to make its share of any payment required under this Section 6.9.2 shall be several, and not joint or joint and several, and after giving effect to any such payment each Group shall make such other adjustments as shall be appropriate under Section 6.9.1. The provisions of this Section 6.9.2 are solely for the benefit of the Lenders and are not for the benefit of (and may not be enforced by) any other Person. Global Administrative Agent, Funding Agents and Lenders may, without the consent of any Loan Party or any other Person, make arrangements among themselves to amend or otherwise modify this Section 6.9.2 and to establish different sharing arrangements with respect to payments and other recoveries hereunder; provided that any such amendment, modification or sharing arrangement shall be consented to by all Lenders affected thereby. If, at any time after Lenders Xxxxxxx have purchased participations pursuant to this Section 6.9.2, no Trigger Event exists, then Global Administrative Agent, Funding Agents and Lenders shall take all actions necessary to rescind all participations and subparticipations previously purchased pursuant to this Section 6.9.2.