Common use of Sharing of Payments, etc./Non-Receipt of Funds by Agent Clause in Contracts

Sharing of Payments, etc./Non-Receipt of Funds by Agent. (a) If any Lender shall obtain any payment (whether voluntary, involuntary or otherwise) on account of Revolving Advances (including, without limitation, any set-off), which is in excess of its Pro Rata Share of payments on the Revolving Advances obtained by all Lenders, such Lender shall purchase from the other Lenders such participations in the Revolving Advances of the other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment Pro Rata with each of the other Lenders; provided that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of recovery and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Advances to any assignee or participant. Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this paragraph may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participation. (b) Unless Agent shall have been notified by a Lender or Borrower (the “Payor”) prior to the date on which such Lender is to make payment to Agent of the proceeds of a Revolving Advance to be made by it hereunder or Borrower is to make a payment to Agent for the account of one or more of Lenders, as the case may be (a “Required Payment”), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, the recipient of such payment shall, on demand, pay to Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was made available by Agent until the date Agent recovers such amount at the rate applicable to such portion of the applicable Revolving Advance. Amended and Restated Credit Agreement v7 30

Sharing of Payments, etc./Non-Receipt of Funds by Agent. (a) If any US Lender shall obtain any payment (whether voluntary, involuntary involuntary, or otherwise) on account of the US Revolving Advances (including, without limitation, any set-off), which is in excess of its Pro Rata Share of payments on the US Revolving Advances obtained by all US Lenders, such US Lender shall purchase from the other US Lenders such participations in the Revolving Advances of the other Lenders participation as shall be necessary to cause such purchasing US Lender to share the excess payment Pro Rata with each of the other Lendersthem; provided that (i) that, if all or any portion of such excess payment is thereafter recovered from such purchasing US Lender, the purchase shall be rescinded and the purchase price restored to the extent of recovery and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Advances to any assignee or participantrecovery. US Borrower agrees that any US Lender so purchasing a participation from another US Lender pursuant to this paragraph section may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-offoffset) with respect to such participation as fully as if such US Lender were the direct creditor of US Borrower in the amount of such participation. (b) Unless Agent shall have been notified by a US Lender or US Borrower (the “Payor”) prior to the date on which such US Lender is to make payment to Agent of the proceeds of a US Revolving Advance to be made by it hereunder or US Borrower is to make a payment to Agent for the account of one or more of the US Lenders, as the case may be (a “Required Payment”), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, the recipient of such payment shall, on demand, pay to Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was made available by Agent until the date Agent recovers such amount at the rate applicable to such portion of the applicable US Revolving Advance. Amended and Restated Credit Agreement v7 30Advances.

Sharing of Payments, etc./Non-Receipt of Funds by Agent. (a) If any Lender shall obtain any payment (whether voluntary, involuntary or otherwise) on account of Revolving Advances (including, without limitation, any set-off), which is in excess of its Pro Rata Share of payments on the Revolving Advances obtained by all Lenders, such Lender shall purchase from the other Lenders such participations in the Revolving Advances of the other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment Pro Rata with each of the other Lenders; provided that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of recovery and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Advances to any assignee or participant. Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this paragraph may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participation. (b) Unless Agent shall have been notified by a Lender or Borrower (the “Payor”) prior to the date on which such Lender is to make payment to Agent of the proceeds of a Revolving Advance to be made by it hereunder or Borrower is to make a payment to Agent for the account of one or more of the Lenders, as the case may be (a “Required Payment”), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, the recipient of such payment shall, on demand, pay to Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was made available by Agent until the date Agent recovers such amount at the rate applicable to such portion of the applicable Revolving Advance. Amended and Restated Credit Agreement v7 30.

Sharing of Payments, etc./Non-Receipt of Funds by Agent. (a) If any Lender shall obtain any payment (whether voluntary, involuntary involuntary, or otherwise) on account of the Revolving Advances, the Real Estate Term Loan or the Acquisition Advances (including, without limitation, any set-off), which is in excess of its Pro Rata Share of payments on the Revolving Advances Advances, the Real Estate Term Loan or the Acquisition Advances, as applicable, obtained by all Lenders, such Lender shall purchase from the other Lenders such participations in the Revolving Advances of the other Lenders participation as shall be necessary to cause such purchasing Lender to share the excess payment Pro Rata with each of the other Lendersthem; provided that (i) that, if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of recovery and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Advances to any assignee or participantrecovery. Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this paragraph section may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-offoffset) with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participation. (b) Unless Agent shall have been notified by a Lender or Borrower (the “Payor”) prior to the date on which such Lender is to make payment to Agent of the proceeds of a Revolving Advance or an Acquisition Advance to be made by it hereunder or Borrower is to make a payment to Agent for the account of one or more of the Lenders, as the case may be (a “Required Payment”), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, the recipient of such payment shall, on demand, pay to Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was made available by Agent until the date Agent recovers such amount at the rate applicable to such portion of the applicable Revolving Advance. Amended and Restated Credit Agreement v7 30, Real Estate Term Loan or Acquisition Advance.

Sharing of Payments, etc./Non-Receipt of Funds by Agent. (a) If any Lender shall obtain any payment (whether voluntary, involuntary or otherwise) on account of Revolving Advances (including, without limitation, any set-off), which is in excess of its Pro Rata Share of payments on the Revolving Advances obtained by all Lenders, such Lender shall purchase from the other Lenders such participations in the Revolving Advances of the other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment Pro Rata with each of the other Lenders; provided that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of recovery and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Advances to any assignee or participant. Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this paragraph may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participation. (b) Unless Agent shall have been notified by a Lender or Borrower (the “Payor”) prior to the date on which such Lender is to make payment to Agent of the proceeds of a Revolving Advance to be made by it hereunder or Borrower is to make a payment to Agent for the account of one or more of Lenders, as the case may be (a “Required Payment”), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to Agent, the recipient of such payment shall, on demand, pay to Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was made available by Agent until the date Agent recovers such amount at the rate applicable to such portion of the applicable Revolving Advance. Amended and Restated Credit Agreement v7 30.