Common use of Sharing Clause in Contracts

Sharing. 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 receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact, and (ii) 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are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower 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 the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain payment in respect of any principal of or interest on any of its Loans Loan owing to it or other obligations hereunder resulting in such Lender receiving payment of a proportion any other amount under this Agreement or any other Loan Document through the exercise (subject to the provisions of Section 14.10) of any right of set-off, banker’s lien or counterclaim or similar right or otherwise (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof Administrative Agent as provided herein), then the Lender receiving such greater proportion shall (i) notify the Administrative Agent and, as a result of such factpayment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or such other amounts then due hereunder or thereunder by the Borrower to such Lender than the percentage received by any other Lender, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses that may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and or such other amounts amounts, respectively, owing them, provided that: to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (iby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations must otherwise be restored. Each Lender agrees that it shall be rescinded and the purchase price restored turn over to the extent of such recovery, without interest; and Administrative Agent (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made for distribution by the Borrower pursuant Administrative Agent to and the other Lenders in accordance with the express terms of this Credit Agreement or (yAgreement) any payment (whether voluntary or involuntary, through the exercise of any right of setoff or otherwise) on account of the Loans held by it in excess of its ratable portion of payments on account of the Loans obtained by a Lender as consideration for all the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower 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 the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationLenders.

Sharing. 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 receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact, and (ii) 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 (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any subsidiary Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower 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 the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing. If any Lender shall, by exercising shall obtain from any right of setoff or counterclaim or otherwise, obtain Borrower payment in respect of any principal of or interest on any Loan or Letter of its Loans Credit Liability of any Class owing to it or other obligations hereunder resulting in such Lender receiving payment of a proportion any other amount under this Agreement or any other Loan Document through the exercise of any right of set-off, banker’s lien or counterclaim or similar right or otherwise (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof Administrative Agent as provided herein), then the Lender receiving such greater proportion shall (i) notify the Administrative Agent and, as a result of such factpayment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or Letter of Credit Liabilities of any Class or such other amounts then due hereunder or thereunder by such Borrower to such Lender than the percentage received by any other Lender, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or Letter of Credit Liabilities of any Class or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses that may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and or Letter of Credit Liabilities of any Class or such other amounts amounts, respectively, owing them, provided that: to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (iby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise 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 (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower 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 the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationrestored.

Sharing. If any Each Lender agrees that if it shall, by exercising any through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or L/C Disbursement as a result of which the unpaid principal of or interest on any portion of its Loans or other obligations hereunder resulting and participations in such Lender receiving payment of a proportion L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and accrued interest thereon L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other such obligations greater than its pro rata share thereof as provided herein, then event was to the Lender receiving such greater proportion shall (i) notify the Administrative Agent principal amount of such fact, and (ii) purchase (for cash at face value) participations in the all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other obligations of the other Lendersevent; provided, or make such other adjustments as shall be equitablehowever, 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 purchase or purchases or adjustments shall be made pursuant to this Section 2.18 and all or any portion of the payment giving rise thereto is shall thereafter be recovered, such participations purchase or purchases or adjustments shall be rescinded and the purchase price restored to the extent of such recovery, recovery and the purchase price or prices or adjustment restored without interest; and , and (ii) the provisions of this paragraph Section 2.18 shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any subsidiary thereof of its Restricted Subsidiaries (as to which the provisions of this paragraph Section 2.18 shall apply), other than as permitted pursuant to Section 9.04. The Borrower expressly consents to the foregoing arrangements and agrees, to the extent it may effectively do so under applicable law, agrees that any Lender acquiring holding a participation pursuant in a Loan or L/C Disbursement deemed to the foregoing arrangements have been so purchased may exercise against the Borrower any and all rights of banker’s lien, setoff and or counterclaim with respect to any and all moneys owing by the Borrower to such participation Lender by reason thereof as fully as if such Lender were had made a direct creditor of Loan directly to the Borrower in the amount of such participation.

Sharing. If any Lender Bank 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 the Loans or other obligations hereunder made by it resulting in such Lender Bank’s receiving payment of a proportion of the aggregate amount of its such Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender Bank receiving such greater proportion shall (ia) notify the Administrative Agent of such fact, and (iib) purchase (for cash at face value) participations in the Loans and such other obligations of the other LendersBanks, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders Banks 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 Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower Company pursuant to and in accordance with the express terms of this Credit Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment obtained by a Lender 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 Borrower Company or any subsidiary Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender Bank acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender Bank were a direct creditor of the Borrower such Loan Party in the amount of such participation.

Sharing. 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 receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact, and (ii) 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 (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower 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 the Borrower each Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower each Loan Party in the amount of such participation.

Sharing. 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 Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact, and (ii) 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 (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit Agreement or (y) 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 LC Disbursements to any assignee or participant, other than to the Borrower or any subsidiary Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower Each Loan Party (other than VPDI) 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 the Borrower each such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower each such Loan Party in the amount of such participation.

Sharing. If any Foreign Issuing Lender shall, by exercising any right of setoff set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder Foreign Credit Disbursement resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon or Foreign Credit Disbursements than the proportion received by any other such obligations greater than Foreign Issuing Lender in respect of its pro rata share thereof as provided hereinForeign Credit Disbursement, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact, and (ii) purchase (for cash at face value) participations in the Loans and such Foreign Credit Disbursements of other obligations of Foreign Issuing Lenders to the other Lenders, or make such other adjustments as shall be equitable, extent necessary so that the benefit of all such payments shall be shared by the Foreign Issuing Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, Foreign Credit Disbursements; provided that: 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 , and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the a Borrower pursuant to and in accordance with the express terms of this Credit Agreement or (y) any payment obtained by a Foreign Issuing Lender as consideration for the assignment of or sale of a participation in any of its Loans Foreign Trade Commitments to any assignee or participant, other than to the Parent Borrower or any subsidiary Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Foreign Issuing Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the such Borrower rights of setoff set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the such Borrower in the amount of such participation.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain obtains from Borrower payment in respect of any principal of or interest on any of its Loans Loan owing to it or other obligations hereunder resulting in such Lender receiving payment of a proportion any other amount under this Agreement or any other Loan Document through the exercise of the aggregate amount any right of its Loans and accrued interest thereon set--off, banker's lien or counterclaim or similar right or otherwise (other such obligations greater than its pro rata share thereof from Administrative Agent as provided herein), then the Lender receiving such greater proportion shall (i) notify the Administrative Agent and, as a result of such factpayment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or such other amounts then due hereunder or thereunder by Borrower to such Lender than the percentage received by any other Lender, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses that may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and or such other amounts amounts, respectively, owing themto each of the Lenders. To such end, provided that: all the Lenders shall make appropriate adjustments among themselves (iby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations must otherwise be restored. Each Lender agrees that it shall be rescinded and the purchase price restored turn over to Administrative Agent (for distribution by Administrative Agent to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and other Lenders in accordance with the express terms of this Credit Agreement or (yAgreement) any payment (whether voluntary or involuntary, through the exercise of any right of setoff or otherwise) on account of the Loans held by it in excess of its ratable portion of payments on account of the Loans obtained by a Lender as consideration for all the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower 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 the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationLenders.

Sharing. If any Lender OF SET-OFFS. Each Bank agrees that if it shall, by exercising any right of setoff set-off 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 receiving receive payment of a proportion of the aggregate amount of its Loans principal and accrued interest thereon or other such obligations due with respect to any Note held by it which is greater than its pro rata share thereof as provided hereinthe proportion received by any other Bank in respect of the aggregate amount of principal and interest due with respect to any Note held by such other Bank, then the Lender Bank receiving such proportionately greater proportion payment shall (i) notify the Administrative Agent of purchase such fact, and (ii) purchase (for cash at face value) participations in the Loans Notes held by the other Banks, and such other obligations of the other Lenders, or make such other adjustments as shall be equitablemade, as may be required so that the benefit of all such payments of principal and interest with respect to the Notes held by the Banks shall be shared by the Lenders ratably Banks in accordance with the aggregate provisions of Section 2.12(B); PROVIDED, that nothing in this Section shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that: (i) if any subject to such participations are purchased and all or any portion of exercise to 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 (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale indebtedness of a participation in any of its Loans to any assignee or participant, Borrower other than to the its indebtedness hereunder. Each Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the fullest extent it may effectively do so under applicable law, that any Lender acquiring holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements arrangements, may exercise against the Borrower rights of setoff set-off or counterclaim and counterclaim other rights with respect to such participation as fully as if such Lender holder of a participation were a direct creditor of the such Borrower in the amount of such participation.

Sharing. 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 receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact, and (ii) 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 (x) any payment made by the any Borrower pursuant to and in accordance with the express terms of this Credit Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the a Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Each Borrower 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 the such Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the such Borrower in the amount of such participation.