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are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 2.5 shall not be construed to apply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payment giving rise thereto is recoveredCompany from such purchasing Lender, such participations the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest; and (ii) the provisions of this Section 2.5 shall not be construed to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, involuntaryBank shall, by application exercising any right of offset setoff or counterclaim or otherwise) , obtain payment in respect of any principal of or interest on account any of the Term Loans made by it resulting in excess such Bank’s receiving payment of a proportion of the aggregate amount of such Lender’s ratable Loans and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Bank receiving such greater proportion shall (a) notify the Administrative Agent of payments on account of the Term Loans obtained by all the Lenderssuch fact, such Lender shall and (b) purchase from the other Lenders such (for cash at face value) participations in the Term 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 in accordance with each 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 and (ii) the provisions of this Section 2.5 shall not be construed to apply to (x) any payment made by or on behalf of a Borrower the Company 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) 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). The Borrowers agree that any Lender so purchasing a participation from another Lender pursuant Each Loan Party consents to this Section 2.5 maythe foregoing and agrees, to the fullest extent permitted by it may effectively do so under applicable law, that any Bank acquiring a participation pursuant to the foregoing arrangements may exercise all its against such Loan Party rights of payment (including the right to setoff) setoff and counterclaim with respect to such participation as fully as if such Lender Bank were the a direct creditor of the Borrowers such Loan Party 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) 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.

Sharing. 11.5.1 If any Lender shall obtain obtains any payment of any Outstanding Obligation of any Obligor (whether voluntary, involuntary, by application involuntary or through the exercise of offset any right of setoff or otherwisethe receipt of any Collateral or “proceeds” (as defined under the applicable UCC or PPSA) on account of Collateral) other than pursuant to an Enforcement Action conducted in accordance with this Agreement and such payment exceeds the amount such Lender would have been entitled to receive if all payments had been made or distributed in accordance with the provisions 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 LendersLoan Documents, then such Lender shall purchase for cash from the other Lenders such participations in the Term 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 themsuch Lenders to ensure such payment is applied as though it had been received and applied in accordance with this Agreement; provided thatprovided, however, that (i) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recoveredotherwise recovered from such Lender in whole or in part, such participations purchase shall be rescinded and the purchase price restored therefor shall be returned to the extent of such recovery, Lender without interest; 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 such Lender so purchasing a participation from another Lender pursuant to this Section 2.5 mayshall, to the fullest extent permitted by lawApplicable Law, be able to exercise all its rights of payment (including the right to of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrowers applicable Obligor in the amount of such participation.