Common use of Sharing Clause in Contracts

Sharing. If any Lender shall obtain any payment (whether voluntary, involuntary, by application of offset or otherwise) on account of the Term Loans made by it in excess of such Lender’s ratable share of payments on account of the Term Loans obtained by all the Lenders, such Lender shall purchase from the other Lenders such participations in the Term Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of 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are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 2.5 shall not be construed to apply to any payment made by or on behalf of a 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). The Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.5 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right to setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrowers in the amount of such participation.

Sharing. If any Lender shall obtain any payment (whether voluntary, involuntary, by application through the exercise of offset any right of set-off, or otherwise) on account of the Term Loans made by it (other than pursuant to a provision hereof providing for non-pro rata treatment) in excess of such Lender’s ratable share its Pro Rata Share of payments on account of the Term Loans obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders Lenders, without recourse, such participations in the Term Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of themthem in accordance with the respective Pro Rata Shares of the Lenders; provided thatprovided, (i) however, that if any such participations are purchased and all or any portion of such excess payment is thereafter recovered by or on behalf of the payment giving rise thereto is recoveredCompany from such purchasing Lender, such participations the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest; and (ii) the provisions of this Section 2.5 shall not be construed to apply to any payment made by or on behalf of a 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). The Borrowers agree Company agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.5 may, to the fullest extent permitted by law, 2.12 may exercise all its rights of payment (including the right to setoffof set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrowers Company in the amount of such participation. No documentation other than notices and the like referred to in this Section 2.12 shall be required to implement the terms of this Section 2.12.

Sharing. If any Lender shall obtain any payment (whether voluntary, involuntary, by application through the exercise of offset any right of set-off, or otherwise) on account of the Term Loans made by it (other than pursuant to a provision hereof providing for non-pro rata treatment) in excess of such Lender’s ratable share its Pro Rata Share of payments on account of the Term Loans obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders Lenders, without recourse, such participations in the Term Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of themthem in accordance with the respective Pro Rata Shares of the Lenders; provided thatPROVIDED, (i) HOWEVER, that if any such participations are purchased and all or any portion of such excess payment is thereafter recovered by or on behalf of the payment giving rise thereto is recoveredCompany from such purchasing Lender, such participations the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest; and (ii) the provisions of this Section 2.5 shall not be construed to apply to any payment made by or on behalf of a 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). The Borrowers agree Company agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.5 may, to the fullest extent permitted by law, 2.11 may exercise all its rights of payment (including the right to setoffof set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrowers Company in the amount of such participation. No documentation other than notices and the like referred to in this Section 2.11 shall be required to implement the terms of this Section 2.11.

Sharing. If any Lender shall obtain any payment (whether voluntary, involuntary, by application through the exercise of offset any right of set off, or otherwise) in respect of any principal or interest on account of the Term its Loans made by it in excess of such Lender’s ratable share of payments on account of the Term Loans obtained by all the Lendersits Pro Rata Share, such Lender (the “Purchasing Lender”) shall purchase promptly notify the Administrative Agent to such effect and shall be deemed to have forthwith purchased from the other Lenders such participations in the Term their Loans made by them as shall be necessary to cause such purchasing the Purchasing Lender to share the excess payment received ratably with each of themthe other Lenders; provided that, (i) however that if any such participations are purchased and all or any portion of such excess payment is thereafter recovered by each other Lender, the payment giving rise thereto is recovered, Purchasing Lender’s purchase from such participations other Lender shall be rescinded and such other Lender shall repay to the Purchasing Lender the purchase price restored to the extent of its Pro Rata Share of such recovery, without interest; and (ii) the provisions of this Section 2.5 shall not be construed to apply to any payment made by or on behalf of a 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). The Borrowers agree Borrower agrees that any Purchasing Lender so purchasing that is deemed to have purchased a participation from another Lender pursuant to this Section 2.5 may, to the fullest extent permitted by lawApplicable Law, exercise all its rights of payment (including the right to setoffof set off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrowers Borrower in the amount of such participation.

Sharing. If any Lender shall obtain any payment (whether voluntary, involuntary, by application through the exercise of offset any right of set-off, or otherwise) on account of the Term Loans made by it (other than pursuant to a provision hereof providing for non-pro rata treatment) in excess of such Lender’s ratable share its Pro Rata Share of payments on account of the Term Loans obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders Lenders, without recourse, such participations in the Term Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of themthem in accordance with the respective Pro Rata Shares of the Lenders; provided thatprovided, (i) however, that if any such participations are purchased and all or any portion of such excess payment is thereafter recovered by or on behalf of the payment giving rise thereto is recoveredCompany from such purchasing Lender, such participations the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest; and (ii) the provisions of this Section 2.5 shall not be construed to apply to any payment made by or on behalf of a 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). The Borrowers agree Company agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.5 may, to the fullest extent permitted by law, 2.11 may exercise all its rights of payment (including the right to setoffof set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrowers Company in the amount of such participation. No documentation other than notices and the like referred to in this Section 2.11 shall be required to implement the terms of this Section 2.11.