Common use of Sharing Clause in Contracts

Sharing. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Loans made by it (other than pursuant to a provision hereof providing for non-pro rata treatment) in excess of its Pro Rata Share of payments on account of the Loans obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders, without recourse, such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them in accordance with the respective Pro Rata Shares of the Lenders; provided, however, that if all or any portion of such excess payment is thereafter recovered by or on behalf of the Company from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. The Company agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 may exercise all 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 the 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, through the exercise by application of any right of set-off, offset 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 its Pro Rata Share such Lender’s ratable share of payments on account of the Term Loans obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders, without recourse, 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 in accordance with the respective Pro Rata Shares of the Lendersthem; providedprovided that, however, that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such excess payment is thereafter recovered by or on behalf of the Company from such purchasing Lender, the purchase participations shall be rescinded and the purchase price restored to the extent of such recovery, but without interest; and (ii) the provisions of this Section 2.5 shall not be construed to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 Company agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 may 2.5 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offto setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Company Borrowers 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 voluntaryBank shall, involuntary, through the exercise of by exercising any right of set-off, setoff or counterclaim or otherwise) , obtain payment in respect of any principal of or interest on account any of the Loans made by it (other resulting in such Bank’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than pursuant to a provision hereof providing for non-its pro rata treatmentshare thereof as provided herein, then the Bank receiving such greater proportion shall (a) in excess notify the Administrative Agent of its Pro Rata Share of payments on account of the Loans obtained by all the Lenderssuch fact, such Lender shall forthwith and (b) purchase from the other Lenders, without recourse, such (for cash at face value) participations in the Loans made by them of the other Banks, or make such other adjustments as shall be necessary to cause equitable, so that the benefit of all such purchasing Lender to share payments shall be shared by the excess payment Banks ratably with each of them in accordance with the aggregate amount of principal of and accrued interest on their respective Pro Rata Shares of the Lenders; providedLoans and other amounts owing them, however, that provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such excess payment is thereafter recovered by or on behalf of the Company from such purchasing Lender, the purchase participations shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. The ; and (ii) the provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Company agrees that any Lender so purchasing a participation from another Lender pursuant to and in accordance with the express terms of this Section 2.12 may exercise all its rights of payment Agreement (including the right application of set-offfunds arising from the existence of a Defaulting Lender) or (y) any payment obtained by a Bank as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than an assignment to the Company or any Affiliate thereof (as to which the provisions of this Section shall apply). 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 such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender Bank were the a direct creditor of the Company such Loan Party 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, through the exercise of any right of set-off, or otherwise) on account of the Loans made by it (other than pursuant to a provision hereof providing for non-pro rata treatment) in excess of its Pro Rata Share of payments on account of the Loans obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders, without recourse, such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them in accordance with the respective Pro Rata Shares of the Lenders; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment is thereafter recovered by or on behalf of the Company from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. The Company agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 2.11 may exercise all 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 the Company in the amount of such participation. No documentation other than notices and the like referred to in this Section 2.12 2.11 shall be required to implement the terms of this Section 2.122.11.

Sharing. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Loans made by it (other than pursuant to a provision hereof providing for non-pro rata treatment) in excess of its Pro Rata Share of payments on account of the Loans obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders, without recourse, such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them in accordance with the respective Pro Rata Shares of the Lenders; provided, however, that if all or any portion of such excess payment is thereafter recovered by or on behalf of the Company from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. The Company agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 2.11 may exercise all 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 the Company in the amount of such participation. No documentation other than notices and the like referred to in this Section 2.12 2.11 shall be required to implement the terms of this Section 2.122.11.

Sharing. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-set off, or otherwise) in respect of any principal or interest on account of the its Loans made by it (other than pursuant to a provision hereof providing for non-pro rata treatment) in excess of its Pro Rata Share of payments on account of the Loans obtained by all the LendersShare, such Lender (the “Purchasing Lender”) shall promptly notify the Administrative Agent to such effect and shall be deemed to have forthwith purchase purchased from the other Lenders, without recourse, such Lenders participations in the 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 them in accordance with the respective Pro Rata Shares of the other Lenders; provided, however, provided however that if all or any portion of such excess payment is thereafter recovered by or on behalf of the Company from such purchasing each other Lender, the Purchasing Lender’s purchase from such 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, but without interest. The Company Borrower agrees that any Purchasing Lender so purchasing that is deemed to have purchased a participation from another Lender pursuant may, to this Section 2.12 may the fullest extent permitted by Applicable Law, exercise all its rights of payment (including the right of set-set off) with respect to such participation as fully as if such Lender were the direct creditor of the Company Borrower 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. 11.5.1 If any Lender shall obtain obtains any payment of any Outstanding Obligation of any Obligor (whether voluntary, involuntary, involuntary or through the exercise of any right of set-off, setoff or otherwisethe receipt of any Collateral or “proceeds” (as defined under the applicable UCC or PPSA) on account of the Loans made by it (Collateral) other than pursuant to a provision hereof providing for non-pro rata treatment) an Enforcement Action conducted in excess of its Pro Rata Share of accordance with this Agreement and such payment exceeds the amount such Lender would have been entitled to receive if all payments on account had been made or distributed in accordance with the provisions of the Loans obtained by all the LendersLoan Documents, then such Lender shall forthwith purchase for cash from the other Lenders, without recourse, Lenders such participations in the Loans made Outstanding Obligations held by them as shall be necessary to cause for such purchasing Lender to share the such excess payment ratably with each of them such Lenders to ensure such payment is applied as though it had been received and applied in accordance with the respective Pro Rata Shares of the Lendersthis Agreement; provided, however, that (i) if all or any portion of such excess payment is thereafter rescinded or otherwise recovered by or on behalf of the Company from such purchasing LenderLender in whole or in part, the such purchase shall be rescinded and the purchase price restored therefor shall be returned to such Lender without interest and (ii) such Lender shall, to the fullest extent of such recoverypermitted by Applicable Law, but without interest. The Company agrees that any Lender so purchasing a participation from another Lender pursuant be able to this Section 2.12 may exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of the Company applicable Obligor 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.