Common use of Ratable Sharing Clause in Contracts

Ratable Sharing. If any Lender shall obtain any payment or reduction of any Obligation, whether through set-off or otherwise, in excess of its share of such Obligation, determined on a Pro Rata basis or in accordance with Section 5.6.1, as applicable, such Lender shall forthwith purchase from Agent, Issuing Bank and the other Lenders such participations in the affected Obligation as are necessary to cause the purchasing Lender to share the excess payment or reduction on a Pro Rata basis or in accordance with Section 5.6.1, as applicable. If any of such payment or reduction is thereafter recovered from the purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. No Lender shall set off against any Dominion Account without the prior consent of Agent. The Pro Rata sharing provisions of this Section shall not be construed to apply to (a) any payment made by or on behalf of Borrowers 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), (b) the application of Cash Collateral provided for in Section 2.3.3, (c) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolver Loans or subparticipations in LC Obligations or Swingline Loans to any assignee or participant (to the extent permitted hereunder) or (d) any payment made in respect of, and to any Lender participating in, any additional loan facility arising under any amendment of this Agreement.

Ratable Sharing. If any Lender shall obtain any payment or reduction (including any amounts received as adequate protection of a bank account deposit treated as cash collateral under the Bankruptcy Code) of any ObligationObligation of Borrowers hereunder (whether voluntary, whether involuntary, through the exercise of any right of set-off or otherwise, ) in excess of its Pro Rata share of payments or reductions on account of such Obligation, determined on a Pro Rata basis or in accordance with Section 5.6.1, as applicableObligations obtained by all of the Lenders, such Lender shall forthwith (i) notify the other Lenders and Agent of such receipt and (ii) purchase from Agent, Issuing Bank and the other Lenders such participations in the affected Obligation Obligations as are shall be necessary to cause the such purchasing Lender to share the excess payment or reduction reduction, net of costs incurred in connection therewith, on a Pro Rata basis basis, provided that if all or in accordance with Section 5.6.1, as applicable. If any portion of such excess payment or reduction is thereafter recovered from the such purchasing LenderLender or additional costs are incurred, the purchase shall be rescinded and the purchase price restored to the extent of such recoveryrecovery or such additional costs, but without interest. No Each Borrower agrees that any Lender shall set off against any Dominion Account without the prior consent of Agent. The Pro Rata sharing provisions of so purchasing a participation from another Lender pursuant to this Section shall not be construed 12.5 may, to apply to (a) any the fullest extent permitted by Applicable Law, exercise all of its rights of payment made by or on behalf of Borrowers pursuant to and in accordance with the express terms of this Agreement (including the application right of funds arising from set-off) with respect to such participation as fully as if such Lender were the existence direct creditor of a Defaulting Lender), (b) Borrowers in the application amount of Cash Collateral provided for in Section 2.3.3, (c) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolver Loans or subparticipations in LC Obligations or Swingline Loans to any assignee or participant (to the extent permitted hereunder) or (d) any payment made in respect of, and to any Lender participating in, any additional loan facility arising under any amendment of this Agreementsuch participation.

Ratable Sharing. If any Lender shall obtain any payment or reduction (including any amounts received as adequate protection of a bank account deposit treated as cash collateral under the Bankruptcy Code) of any ObligationObligation of Borrower hereunder (whether voluntary, whether involuntary, through the exercise of any right of set-off or otherwise, ) in excess of its Pro Rata share of payments or reductions on account of such Obligation, determined on a Pro Rata basis or in accordance with Section 5.6.1, as applicableObligations obtained by all of the Lenders, such Lender shall forthwith (i) notify the other Lenders and Agent of such receipt and (ii) purchase from Agent, Issuing Bank and the other Lenders such participations in the affected Obligation Obligations as are shall be necessary to cause the such purchasing Lender to share the excess payment or reduction reduction, net of costs incurred in connection therewith, on a Pro Rata basis basis, provided that if all or in accordance with Section 5.6.1, as applicable. If any portion of such excess payment or reduction is thereafter recovered from the such purchasing LenderLender or additional costs are incurred, the purchase shall be rescinded and the purchase price restored to the extent of such recoveryrecovery or such additional costs, but without interest. No Borrower agrees that any Lender shall set off against any Dominion Account without the prior consent of Agent. The Pro Rata sharing provisions of this Section shall not be construed to apply to (a) any payment made by or on behalf of Borrowers so purchasing a participation from another Lender pursuant to and in accordance with this SECTION 12.5 may, to the express terms fullest extent permitted by Applicable Law, exercise all of this Agreement its rights of payment (including the application right of funds arising from set-off) with respect to such participation as fully as if such Lender were the existence direct creditor of a Defaulting Lender), (b) Borrower in the application amount of Cash Collateral provided for in Section 2.3.3, (c) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolver Loans or subparticipations in LC Obligations or Swingline Loans to any assignee or participant (to the extent permitted hereunder) or (d) any payment made in respect of, and to any Lender participating in, any additional loan facility arising under any amendment of this Agreementsuch participation.

Ratable Sharing. If any Lender shall obtain any payment or reduction of any Obligation, whether through set-off or otherwise, in excess of its share of such Obligation, determined on a Pro Rata basis or in accordance with Section 5.6.1, as applicable, such Lender shall forthwith purchase from Agent, Issuing Bank and the other Lenders such participations in the affected Obligation as are necessary to cause the purchasing Lender to share the excess payment or reduction on a Pro Rata basis or in accordance with Section 5.6.1, as applicable. If any of such payment or reduction is thereafter recovered from the purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. No Lender shall set off against any Dominion Blocked Account without the prior consent of Agent. The Pro Rata sharing provisions of this Section shall not be construed to apply to (a) any payment made by or on behalf of Borrowers 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), (b) the application of Cash Collateral provided for in Section 2.3.3, (c) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolver Loans or subparticipations in LC Obligations or Swingline Loans to any assignee or participant (to the extent permitted hereunder) or (d) any payment made in respect of, and to any Lender participating in, any additional loan facility arising under any amendment of this Agreement.

Ratable Sharing. If any Lender shall Purchaser shall, by exercising any right of setoff or counterclaim or otherwise for any reason, obtain any payment or reduction in respect of any ObligationPurchased Receivable or other obligations hereunder resulting in such Purchaser receiving payment of a proportion of the aggregate amount payable under any Purchased Receivable to such Purchaser greater than its Pro Rata Share would warrant as provided herein, whether through set-off or otherwisethen such Purchaser receiving such greater proportion shall (i) notify the Administrative Agent of such fact, and (ii) purchase (for cash) participations in the other Purchasers’ interests in the Purchased Receivables (not in excess of its share the applicable Purchase Price thereof), or make such other adjustments as shall be equitable, so that the benefit of all such Obligation, determined on a Pro Rata basis or payments shall be shared by the Purchasers ratably in accordance with Section 5.6.1the aggregate amount owing to them; provided, as applicablethat: (a) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such Lender shall forthwith purchase from Agent, Issuing Bank and the other Lenders such participations in the affected Obligation as are necessary to cause the purchasing Lender to share the excess payment or reduction on a Pro Rata basis or in accordance with Section 5.6.1, as applicable. If any of such payment or reduction is thereafter recovered from the purchasing Lender, the purchase shall be rescinded and the purchase price Purchase Price restored to the extent of such recovery, but without interest. No Lender shall set off against any Dominion Account without ; and (b) the prior consent of Agent. The Pro Rata sharing provisions of this Section 5(c) shall not be construed to apply to (aA) any payment made by or on behalf of Borrowers a Seller pursuant to and in accordance with the express terms of this Agreement hereof or (including the application of funds arising from the existence of a Defaulting Lender), (b) the application of Cash Collateral provided for in Section 2.3.3, (cB) any payment obtained by a Lender Purchaser as consideration for the assignment of or sale of a participation in any of its Revolver Loans or subparticipations in LC Obligations or Swingline Loans Purchased Receivables to any assignee or participant (to the extent permitted hereunder) or (d) any payment made in respect of, and to any Lender participating in, any additional loan facility arising under any amendment of this Agreementparticipant.