Common use of Pro Rata Sharing Following Event of Default Clause in Contracts

Pro Rata Sharing Following Event of Default. Notwithstanding Section 2.14(a), following the occurrence and during the continuance of any Event of Default and the notional conversion of all Loans denominated in an Alternative Currency or a Supplemental Currency into Dollars pursuant to Section 2.13(f), if any Lender shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set off, or otherwise, other than as a result of an assignment pursuant to Section 10.06) (i) on account of Obligations due and payable to such Lender under the Loan Documents at such time in excess of its ratable share (according to the proportion of (A) the amount of such Obligations due and payable to such Lender at such time to (B) the aggregate amount of the Obligations due and payable to all Lenders under the Loan Documents at such time) of payments obtained by all of the Lenders at such time on account of the Obligations due and payable to all Lenders under the Loan Documents at such time or (ii) on account of Obligations owing (but not due and payable) to such Lender under the Loan Documents at such time in excess of its ratable share (according to the proportion of (A) the amount of such Obligations owing to such Lender at such time to (B) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders under the Loan Documents at such time) of payments obtained by all of the Lenders at such time on account of the Obligations owing (but not due and payable) to all Lenders under the Loan Documents at such time, such Lender shall forthwith purchase from the other Lender such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and such other Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender’s ratable share (according to the proportion of (A) the purchase price paid to such Lender to (B) the aggregate purchase price paid to all Lenders) of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (A) the amount of such other Lender’s required repayment to (B) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. 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 such Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

Pro Rata Sharing Following Event of Default. Notwithstanding Section 2.14(a2.13(a), following the occurrence and during the continuance of any Event of Default and the notional conversion of all Loans Advances denominated in an Alternative Currency or a Supplemental Currency Eurodollars into Dollars pursuant to Section 2.13(f2.11(f), subject to the provisions of Section 2.11(f), if any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set off, or otherwise, other than as a result of an assignment pursuant to Section 10.069.07) (ia) on account of Obligations due and payable to such Lender Party under the Loan Documents at such time in excess of its ratable share (according to the proportion of (Ai) the amount of such Obligations due and payable to such Lender Party at such time to (Bii) the aggregate amount of the Obligations due and payable to all Lenders Lender Parties under the Loan Documents at such time) of payments obtained by all of the Lenders at such time on account of the Obligations due and payable to all Lenders Lender Parties under the Loan Documents at such time obtained by all the Lender Parties at such time or (iib) on account of Obligations owing (but not due and payable) to such Lender Party under the Loan Documents at such time in excess of its ratable share (according to the proportion of (Ai) the amount of such Obligations owing to such Lender Party at such time to (Bii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders Lender Parties under the Loan Documents at such time) of payments obtained by all of the Lenders at such time on account of the Obligations owing (but not due and payable) to all Lenders Lender Parties under the Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderLender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such LenderLender Party’s ratable share (according to the proportion of (Ai) the purchase price paid to such Lender Party to (Bii) the aggregate purchase price paid to all LendersLender Parties) of such recovery together with an amount equal to such LenderLender Party’s ratable share (according to the proportion of (Ai) the amount of such other LenderLender Party’s required repayment to (Bii) the total amount so recovered from the purchasing LenderLender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. Each The Borrower consents agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to the foregoing and agreesthis Section 2.13(b) may, to the fullest extent it may effectively do so under applicable permitted by law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower all its rights of setoff and counterclaim payment (including the right of set-off) with respect to such participation interest or participating interest, as the case may be, as fully as if such Lender Party were a the direct creditor of such the Borrower in the amount of such participationinterest or participating interest, as the case may be.

Pro Rata Sharing Following Event of Default. Notwithstanding the foregoing provisions of this Section 2.14(a)2.13, following the occurrence and during the continuance of any Event of Default and the notional conversion of all Loans Advances denominated in an Alternative Currency or a Supplemental any Committed Foreign Currency into Dollars pursuant to Section 2.13(f2.09(b)(iii), if any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set set-off, or otherwise, other than as a result of an assignment pursuant to Section 10.069.07) (ia) on account of Obligations due and payable to such Lender Party hereunder and under the Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (Ai) the amount of such Obligations due and payable to such Lender Party at such time to (Bii) the aggregate amount of the Obligations due and payable to all Lenders Lender Parties hereunder and under the Loan Documents Notes at such time) of payments obtained by all of the Lenders at such time on account of the Obligations due and payable to all Lenders Lender Parties hereunder and under the Loan Documents Notes at such time obtained by all the Lender Parties at such time or (iib) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (Ai) the amount of such Obligations owing to such Lender Party at such time to (Bii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders Lender Parties hereunder and under the Loan Documents Notes at such time) of payments obtained by all of the Lenders at such time on account of the Obligations owing (but not due and payable) to all Lenders Lender Parties hereunder and under the Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderLender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such LenderLender Party’s ratable share (according to the proportion of (Ai) the purchase price paid to such Lender Party to (Bii) the aggregate purchase price paid to all LendersLender Parties) of such recovery together with an amount equal to such LenderLender Party’s ratable share (according to the proportion of (Ai) the amount of such other LenderLender Party’s required repayment to (Bii) the total amount so recovered from the purchasing LenderLender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. Each The Borrower consents agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to the foregoing and agreesthis Section 2.13(c) may, to the fullest extent it may effectively do so under applicable permitted by law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower all its rights of setoff and counterclaim payment (including the right of set-off) with respect to such participation interest or participating interest, as the case may be, as fully as if such Lender Party were a the direct creditor of such the Borrower in the amount of such participationinterest or participating interest, as the case may be.

Pro Rata Sharing Following Event of Default. Notwithstanding Section 2.14(a2.12(a), following the occurrence and during the continuance of any Event of Default and the notional conversion of all Loans Advances denominated in an Alternative Currency or a Supplemental Committed Foreign Currency into Dollars pursuant to Section 2.13(f2.10(g), subject to the provisions of Section 2.10(g), if any Lender shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set off, or otherwise, other than as a result of an assignment pursuant to Section 10.069.07) (ia) on account of Obligations due and payable to such Lender under the Loan Documents at such time in excess of its ratable share (according to the proportion of (Ai) the amount of such Obligations due and payable to such Lender at such time to (Bii) the aggregate amount of the Obligations due and payable to all Lenders under the Loan Documents at such time) of payments obtained by all of the Lenders at such time on account of the Obligations due and payable to all Lenders under the Loan Documents at such time obtained by all the Lenders at such time or (iib) on account of Obligations owing (but not due and payable) to such Lender under the Loan Documents at such time in excess of its ratable share (according to the proportion of (Ai) the amount of such Obligations owing to such Lender at such time to (Bii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders under the Loan Documents at such time) of payments obtained by all of the Lenders at such time on account of the Obligations owing (but not due and payable) to all Lenders under the Loan Documents at such time obtained by all of the Lenders at such time, such Lender shall forthwith purchase from the other Lender Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and such other Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender’s ratable share (according to the proportion of (Ai) the purchase price paid to such Lender to (Bii) the aggregate purchase price paid to all Lenders) of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (Ai) the amount of such other Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower consents The Borrowers agree that any Lender so purchasing an interest or participating interest from another Lender pursuant to the foregoing and agreesthis Section 2.12(b) may, to the fullest extent it may effectively do so under applicable permitted by law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower all its rights of setoff and counterclaim payment (including the right of set-off) with respect to such participation interest or participating interest, as the case may be, as fully as if such Lender were a the direct creditor of such Borrower the Borrowers in the amount of such participationinterest or participating interest, as the case may be.

Pro Rata Sharing Following Event of Default. Notwithstanding the foregoing provisions of this Section 2.14(a)2.13, following the occurrence and during the continuance of any Event of Default and the notional conversion of all Loans Advances denominated in an Alternative Currency or a Supplemental any Committed Foreign Currency into Dollars pursuant to Section 2.13(f2.09(b)(iii), if any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set set-off, or otherwise, other than as a result of an assignment pursuant to Section 10.069.07) (ia) on account of Obligations due and payable to such Lender Party hereunder and under the Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (Ai) the amount of such Obligations due and payable to such Lender Party at such time to (Bii) the aggregate amount of the Obligations due and payable to all Lenders Lender Parties hereunder and under the Loan Documents Notes at such time) of payments obtained by all of the Lenders at such time on account of the Obligations due and payable to all Lenders Lender Parties hereunder and under the Loan Documents Notes at such time obtained by all the Lender Parties at such time or (iib) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Loan Documents Notes at such time in excess of its ratable share (according to the proportion of (Ai) the amount of such Obligations owing to such Lender Party at such time to (Bii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders Lender Parties hereunder and under the Loan Documents Notes at such time) of payments obtained by all of the Lenders at such time on account of the Obligations owing (but not due and payable) to all Lenders Lender Parties hereunder and under the Loan Documents Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderLender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such LenderLender Party’s ratable share (according to the proportion of (Ai) the purchase price paid to such Lender Party to (Bii) the aggregate purchase price paid to all LendersLender Parties) of such recovery together with an amount equal to such LenderLender Party’s ratable share (according to the proportion of (Ai) the amount of such other LenderLender Party’s required repayment to (Bii) the total amount so recovered from the purchasing LenderLender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. Each The Borrower consents agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to the foregoing and agreesthis Section 2.13(c) may, to the fullest extent it may effectively do so under applicable permitted by law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower all its rights of setoff and counterclaim payment (including the right of set-off) with respect to such participation interest or participating interest, as the case may be, as fully as if such Lender Party were a the direct creditor of such the Borrower in the amount of such participationinterest or participating interest, as the case may be.”

Pro Rata Sharing Following Event of Default. Notwithstanding Section 2.14(a), following the occurrence and during the continuance of any Event of Default and the notional conversion of all Loans denominated in an Alternative Currency or a Supplemental Currency into Dollars pursuant to Section 2.13(f), if any Lender shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set off, or otherwise, other than as a result of an assignment pursuant to Section 10.06) (i) on account of Obligations due and payable to such Lender under the Loan Documents at such time in excess of its ratable share (according to the proportion of (A) the amount of such Obligations due and payable to such Lender at such time to (B) the aggregate amount of the Obligations due and payable to all Lenders Lender under the Loan Documents at such time) of payments obtained by all of the Lenders at such time on account of the Obligations due and payable to all Lenders under the Loan Documents at such time or (ii) on account of Obligations owing (but not due and payable) to such Lender under the Loan Documents at such time in excess of its ratable share (according to the proportion of (A) the amount of such Obligations owing to such Lender at such time to (B) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders under the Loan Documents at such time) of payments obtained by all of the Lenders at such time on account of the Obligations owing (but not due and payable) to all Lenders under the Loan Documents at such time, such Lender shall forthwith purchase from the other Lender such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and such other Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender’s ratable share (according to the proportion of (A) the purchase price paid to such Lender to (B) the aggregate purchase price paid to all Lenders) of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (A) the amount of such other Lender’s required repayment to (B) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. 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 such Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

Pro Rata Sharing Following Event of Default. Notwithstanding Section 2.14(a2.13(a), following the occurrence and during the continuance of any Event of Default and Default, subject to the notional conversion provisions of all Loans denominated in an Alternative Currency or a Supplemental Currency into Dollars pursuant to Section 2.13(f2.11(f), if any Lender shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set off, or otherwise, other than as a result of an assignment pursuant to Section 10.069.07) (ia) on account of Obligations due and payable to such Lender under the Loan Documents at such time in excess of its ratable share (according to the proportion of (Ai) the amount of such Obligations due and payable to such Lender at such time to (Bii) the aggregate amount of the Obligations due and payable to all Lenders under the Loan Documents at such time) of payments obtained by all of the Lenders at such time on account of the Obligations due and payable to all Lenders under the Loan Documents at such time obtained by all the Lenders at such time or (iib) on account of Obligations owing (but not due and payable) to such Lender under the Loan Documents at such time in excess of its ratable share (according to the proportion of (Ai) the amount of such Obligations owing to such Lender at such time to (Bii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders under the Loan Documents at such time) of payments obtained by all of the Lenders at such time on account of the Obligations owing (but not due and payable) to all Lenders under the Loan Documents at such time obtained by all of the Lenders at such time, such Lender shall forthwith purchase from the other Lender Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and such other Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender’s ratable share (according to the proportion of (Ai) the purchase price paid to such Lender to (Bii) the aggregate purchase price paid to all Lenders) of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (Ai) the amount of such other Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower consents agrees that any Lender so purchasing an interest or participating interest from another Lender pursuant to the foregoing and agreesthis Section 2.13(b) may, to the fullest extent it may effectively do so under applicable permitted by law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower all its rights of setoff and counterclaim payment (including the right of set-off) with respect to such participation interest or participating interest, as the case may be, as fully as if such Lender were a the direct creditor of such the Borrower in the amount of such participationinterest or participating interest, as the case may be.

Pro Rata Sharing Following Event of Default. Notwithstanding Section 2.14(a2.13(a), following the occurrence and during the continuance of any Event of Default and Default, subject to the notional conversion provisions of all Loans denominated in an Alternative Currency or a Supplemental Currency into Dollars pursuant to Section 2.13(f2.11(f), if any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set off, or otherwise, other than as a result of an assignment pursuant to Section 10.069.07) (ia) on account of Obligations due and payable to such Lender Party under the Loan Documents at such time in excess of its ratable share (according to the proportion of (Ai) the amount of such Obligations due and payable to such Lender Party at such time to (Bii) the aggregate amount of the Obligations due and payable to all Lenders Lender Parties under the Loan Documents at such time) of payments obtained by all of the Lenders at such time on account of the Obligations due and payable to all Lenders Lender Parties under the Loan Documents at such time obtained by all the Lender Parties at such time or (iib) on account of Obligations owing (but not due and payable) to such Lender Party under the Loan Documents at such time in excess of its ratable share (according to the proportion of (Ai) the amount of such Obligations owing to such Lender Party at such time to (Bii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders Lender Parties under the Loan Documents at such time) of payments obtained by all of the Lenders at such time on account of the Obligations owing (but not due and payable) to all Lenders Lender Parties under the Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderLender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such LenderLender Party’s ratable share (according to the proportion of (Ai) the purchase price paid to such Lender Party to (Bii) the aggregate purchase price paid to all LendersLender Parties) of such recovery together with an amount equal to such LenderLender Party’s ratable share (according to the proportion of (Ai) the amount of such other LenderLender Party’s required repayment to (Bii) the total amount so recovered from the purchasing LenderLender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. Each The Borrower consents agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to the foregoing and agreesthis Section 2.13(b) may, to the fullest extent it may effectively do so under applicable permitted by law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower all its rights of setoff and counterclaim payment (including the right of set- off) with respect to such participation interest or participating interest, as the case may be, as fully as if such Lender Party were a the direct creditor of such the Borrower in the amount of such participationinterest or participating interest, as the case may be. (c) The provisions of this Section 2.13 shall be subject to the provisions of Section 9.10(a)(ii). SECTION 2.14.

Pro Rata Sharing Following Event of Default. Notwithstanding Section 2.14(a), following the occurrence and during the continuance of any Event of Default and the notional conversion of all Loans denominated in an Alternative Currency or a Supplemental Currency into Dollars pursuant to Section 2.13(f), if any Lender shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set off, or otherwise, other than as a result of an assignment pursuant to Section 10.06) (i) on account of Obligations due and payable to such Lender under the Loan Documents at such time in excess of its ratable share (according to the proportion of (A) the amount of such Obligations due and payable to such Lender at such time to (B) the aggregate amount of the Obligations due and payable to all Lenders under the Loan Documents at such time) of payments obtained by all of the Lenders at such time on account of the Obligations due and payable to all Lenders under the Loan Documents at such time or (ii) on account of Obligations owing (but not due and payable) to such Lender under the Loan Documents at such time in excess of its ratable share (according to the proportion of (A) the amount of such Obligations owing to such Lender at such time to (B) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders under the Loan Documents at such time) of payments obtained by all of the Lenders at such time on account of the Obligations owing (but not due and payable) to all Lenders under the Loan Documents at such time, such Lender shall forthwith purchase from the other Lender such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and such other Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender’s ratable share (according to the proportion of (A) the purchase price paid to such Lender to (B) the aggregate purchase price paid to all Lenders) of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (A) the amount of such other Lender’s required repayment to (B) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. 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 such Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

Pro Rata Sharing Following Event of Default. Notwithstanding Section 2.14(a), following the occurrence and during the continuance of any Event of Default and the notional conversion of all Loans denominated in an Alternative Currency or a Supplemental Currency into Dollars pursuant to Section 2.13(f), if any Lender shall 105 obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set off, or otherwise, other than as a result of an assignment pursuant to Section 10.06) (i) on account of Obligations due and payable to such Lender under the Loan Documents at such time in excess of its ratable share (according to the proportion of (A) the amount of such Obligations due and payable to such Lender at such time to (B) the aggregate amount of the Obligations due and payable to all Lenders under the Loan Documents at such time) of payments obtained by all of the Lenders at such time on account of the Obligations due and payable to all Lenders under the Loan Documents at such time or (ii) on account of Obligations owing (but not due and payable) to such Lender under the Loan Documents at such time in excess of its ratable share (according to the proportion of (A) the amount of such Obligations owing to such Lender at such time to (B) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders under the Loan Documents at such time) of payments obtained by all of the Lenders at such time on account of the Obligations owing (but not due and payable) to all Lenders under the Loan Documents at such time, such Lender shall forthwith purchase from the other Lender such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and such other Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender’s ratable share (according to the proportion of (A) the purchase price paid to such Lender to (B) the aggregate purchase price paid to all Lenders) of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (A) the amount of such other Lender’s required repayment to (B) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. 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 such Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

Pro Rata Sharing Following Event of Default. Notwithstanding Section 2.14(a2.13(a), following the occurrence and during the continuance of any Event of Default and the notional conversion of all Loans Advances denominated in an Alternative Currency or a Supplemental Currency Eurodollars into Dollars pursuant to Section 2.13(f2.11(f),,subject to the provisions of Section 2.11(f), if any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set off, or otherwise, other than as a result of an assignment pursuant to Section 10.069.07) (ia) on account of Obligations due and payable to such Lender Party under the Loan Documents at such time in excess of its ratable share (according to the proportion of (Ai) the amount of such Obligations due and payable to such Lender Party at such time to (Bii) the aggregate amount of the Obligations due and payable to all Lenders Lender Parties under the Loan Documents at such time) of payments obtained by all of the Lenders at such time on account of the Obligations due and payable to all Lenders Lender Parties under the Loan Documents at such time obtained by all the Lender Parties at such time or (iib) on account of Obligations owing (but not due and payable) to such Lender Party under the Loan Documents at such time in excess of its ratable share (according to the proportion of (Ai) the amount of such Obligations owing to such Lender Party at such time to (Bii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders Lender Parties under the Loan Documents at such time) of payments obtained by all of the Lenders at such time on account of the Obligations owing (but not due and payable) to all Lenders Lender Parties under the Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderLender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such LenderLender Party’s ratable share (according to the proportion of (Ai) the purchase price paid to such Lender Party to (Bii) the aggregate purchase price paid to all LendersLender Parties) of such recovery together with an amount equal to such LenderLender Party’s ratable share (according to the proportion of (Ai) the amount of such other LenderLender Party’s required repayment to (Bii) the total amount so recovered from the purchasing LenderLender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. Each The Borrower consents agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to the foregoing and agreesthis Section 2.13(b) may, to the fullest extent it may effectively do so under applicable permitted by law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower all its rights of setoff and counterclaim payment (including the right of set-off) with respect to such participation interest or participating interest, as the case may be, as fully as if such Lender Party were a the direct creditor of such the Borrower in the amount of such participationinterest or participating interest, as the case may be.

Pro Rata Sharing Following Event of Default. Notwithstanding the foregoing provisions of this Section 2.14(a)2.13, following the occurrence and during the continuance of any Event of Default and the notional conversion of all Loans Advances denominated in an Alternative Currency or a Supplemental Currency Australian Dollars and Hong Kong Dollars into Singapore Dollars pursuant to Section 2.13(f2.10(g), if any Lender shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set set-off, or otherwise, other than as a result of an assignment pursuant to Section 10.069.07) (ia) on account of Obligations due and payable to such Lender under the Loan Documents at such time in excess of its ratable share (according to the proportion of (Ai) the amount of such Obligations due and payable to such Lender at such time to (Bii) the aggregate amount of the Obligations due and payable to all Lenders under the Loan Documents at such time) of payments obtained by all of the Lenders at such time on account of the Obligations due and payable to all Lenders under the Loan Documents at such time obtained by all the Lenders at such time or (iib) on account of Obligations owing (but not due and payable) to such Lender under the Loan Documents at such time in excess of its ratable share (according to the proportion of (Ai) the amount of such Obligations owing to such Lender at such time to (Bii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders under the Loan Documents at such time) of payments obtained by all of the Lenders at such time on account of the Obligations owing (but not due and payable) to all Lenders under the Loan Documents at such time obtained by all of the Lenders at such time, such Lender shall forthwith purchase from the other Lender Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and such other Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender’s ratable share (according to the proportion of (Ai) the purchase price paid to such Lender to (Bii) the aggregate purchase price paid to all Lenders) of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (Ai) the amount of such other Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower consents The Borrowers agree that any Lender so purchasing an interest or participating interest from another Lender pursuant to the foregoing and agreesthis Section 2.13(c) may, to the fullest extent it may effectively do so under applicable permitted by law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower all its rights of setoff and counterclaim payment (including the right of set-off) with respect to such participation interest or participating interest, as the case may be, as fully as if such Lender were a the direct creditor of such Borrower the Borrowers in the amount of such participationinterest or participating interest, as the case may be.

Pro Rata Sharing Following Event of Default. Notwithstanding Section 2.14(a2.13(a), following the occurrence and during the continuance of any Event of Default and the notional conversion of all Loans Advances denominated in an Alternative Currency or a Supplemental Currency Euros into Dollars pursuant to Section 2.13(f2.11(g), subject to the provisions of Section 2.11(g), if any Lender shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set off, or otherwise, other than as a result of an assignment pursuant to Section 10.069.07 or a payment made by a Loan Party pursuant to and in accordance with the express terms of this Agreement) (ia) on account of Obligations due and payable to such Lender under the Loan Documents at such time in excess of its ratable share (according to the proportion of (Ai) the amount of such Obligations due and payable to such Lender at such time to (Bii) the aggregate amount of the Obligations due and payable to all Lenders under the Loan Documents at such time) of payments obtained by all of the Lenders at such time on account of the Obligations due and payable to all Lenders under the Loan Documents at such time obtained by all the Lenders at such time or (iib) on account of Obligations owing (but not due and payable) to such Lender under the Loan Documents at such time in excess of its ratable share (according to the proportion of (Ai) the amount of such Obligations owing to such Lender at such time to (Bii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders under the Loan Documents at such time) of payments obtained by all of the Lenders at such time on account of the Obligations owing (but not due and payable) to all Lenders under the Loan Documents at such time obtained by all of the Lenders at such time, such Lender shall forthwith purchase from the other Lender Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and such other Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender’s ratable share (according to the proportion of (Ai) the purchase price paid to such Lender to (Bii) the aggregate purchase price paid to all Lenders) of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (Ai) the amount of such other Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower consents agrees that any Lender so purchasing an interest or participating interest from another Lender pursuant to the foregoing and agreesthis Section 2.13(b) may, to the fullest extent it may effectively do so under applicable permitted by law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower all its rights of setoff and counterclaim payment (including the right of set-off) with respect to such participation interest or participating interest, as the case may be, as fully as if such Lender were a the direct creditor of such the Borrower in the amount of such participationinterest or participating interest, as the case may be.

Pro Rata Sharing Following Event of Default. Notwithstanding Section 2.14(a2.12(a), following the occurrence and during the continuance of any Event of Default and the notional conversion of all Loans Advances denominated in an Alternative Currency or a Supplemental Committed Foreign Currency into Dollars pursuant to Section 2.13(f2.10(g), subject to the provisions of Section 2.10(g), if any Lender shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set off, or otherwise, other than as a result of an assignment pursuant to Section 10.069.07) (ia) on account of Obligations due and payable to such Lender under the Loan Documents at such time in excess of its ratable share (according to the proportion of (Ai) the amount of such Obligations due and payable to such Lender at such time to (Bii) the aggregate amount of the Obligations due and payable to all Lenders under the Loan Documents at such time) of payments obtained by all of the Lenders at such time on account of the Obligations due and payable to all Lenders under the Loan Documents at such time obtained by all the Lenders at such time or (iib) on account of Obligations owing (but not due and payable) to such Lender under the Loan Documents at such time in excess of its ratable share (according to the proportion of (Ai) the amount of such Obligations owing to such Lender at such time to (Bii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders under the Loan Documents at such time) of payments obtained by all of the Lenders at such time on account of the Obligations owing (but not due and payable) to all Lenders under the Loan Documents at such time obtained by all of the Lenders at such time, such Lender shall forthwith purchase from the other Lender Lenders such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender to share the 66 Digital Realty - Term Loan Agreement excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and such other Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender’s ratable share (according to the proportion of (Ai) the purchase price paid to such Lender to (Bii) the aggregate purchase price paid to all Lenders) of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (Ai) the amount of such other Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower consents The Borrowers agree that any Lender so purchasing an interest or participating interest from another Lender pursuant to the foregoing and agreesthis Section 2.12(b) may, to the fullest extent it may effectively do so under applicable permitted by law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower all its rights of setoff and counterclaim payment (including the right of set-off) with respect to such participation interest or participating interest, as the case may be, as fully as if such Lender were a the direct creditor of such Borrower the Borrowers in the amount of such participationinterest or participating interest, as the case may be.

Pro Rata Sharing Following Event of Default. Notwithstanding Section 2.14(a2.13(a), following the occurrence and during the continuance of any Event of Default and the notional conversion of all Loans Advances denominated in an Alternative Currency or a Supplemental Committed Foreign Currency into Dollars pursuant to Section 2.13(f2.11(g), subject to the provisions of Section 2.11(g), if any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set off, or otherwise, other than as a result of an assignment pursuant to Section 10.069.07) (ia) on account of Obligations due and payable to such Lender Party under the Loan Documents at such time in excess of its ratable share (according to the proportion of (Ai) the amount of such Obligations due and payable to such Lender Party at such time to (Bii) the aggregate amount of the Obligations due and payable to all Lenders Lender Parties under the Loan Documents at such time) of payments obtained by all of the Lenders at such time on account of the Obligations due and payable to all Lenders Lender Parties under the Loan Documents at such time obtained by all the Lender Parties at such time or (iib) on account of Obligations owing (but not due and payable) to such Lender Party under the Loan Documents at such time in excess of its ratable share (according to the proportion of (Ai) the amount of such Obligations owing to such Lender Party at such time to (Bii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders Lender Parties under the Loan Documents at such time) of payments obtained by all of the Lenders at such time on account of the Obligations owing (but not due and payable) to all Lenders Lender Parties under the Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderLender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such LenderLender Party’s ratable share (according to the proportion of (Ai) the purchase price paid to such Lender Party to (Bii) the aggregate purchase price paid to all LendersLender Parties) of such recovery together with an amount equal to such LenderLender Party’s ratable share (according to the proportion of (Ai) the amount of such other LenderLender Party’s required repayment to (Bii) the total amount so recovered from the purchasing LenderLender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. Each Borrower consents The Borrowers agree that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to the foregoing and agreesthis Section 2.13(b) may, to the fullest extent it may effectively do so under applicable permitted by law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower all its rights of setoff and counterclaim payment (including the right of set-off) with respect to such participation interest or participating interest, as the case may be, as fully as if such Lender Party were a the direct creditor of such Borrower the Borrowers in the amount of such participationinterest or participating interest, as the case may be.

Pro Rata Sharing Following Event of Default. Notwithstanding Section 2.14(a2.13(a), following the occurrence and during the continuance of any Event of Default and the notional conversion of all Loans Advances denominated in an Alternative Currency or a Supplemental Committed Foreign Currency into Dollars pursuant to Section 2.13(f2.11(g), subject to the provisions of Section 2.11(g), if any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set off, or otherwise, other than as a result of an assignment pursuant to Section 10.069.07) (ia) on account of Obligations due and payable to such Lender Party under the Loan Documents at such time in excess of its ratable share (according to the proportion of (Ai) the amount of such Obligations due and payable to such Lender Party at such time to (Bii) the aggregate amount of the Obligations due and payable to all Lenders Lender Parties under the Loan Documents at such time) of payments obtained by all of the Lenders at such time on account of the Obligations due and payable to all Lenders Lender Parties under the Loan Documents at such time obtained by all the Lender Parties at such time or (iib) on account of Obligations owing (but not due and payable) to such Lender Party under the Loan Documents at such time in excess of its ratable share (according to the proportion of (Ai) the amount of such Obligations owing to such Lender Party at such time to (Bii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders Lender Parties under the Loan Documents at such time) of payments obtained by all of the Lenders at such time on account of the Obligations owing (but not due and payable) to all Lenders Lender Parties under the Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing LenderLender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such LenderLender Party’s ratable share (according to the proportion of (Ai) the purchase price paid to such Lender Party to (Bii) the aggregate purchase price paid to all LendersLender Parties) of such 93 recovery together with an amount equal to such LenderLender Party’s ratable share (according to the proportion of (Ai) the amount of such other LenderLender Party’s required repayment to (Bii) the total amount so recovered from the purchasing LenderLender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. Each Borrower consents The Borrowers agree that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to the foregoing and agreesthis Section 2.13(b) may, to the fullest extent it may effectively do so under applicable permitted by law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower all its rights of setoff and counterclaim payment (including the right of set‑off) with respect to such participation interest or participating interest, as the case may be, as fully as if such Lender Party were a the direct creditor of such Borrower the Borrowers in the amount of such participationinterest or participating interest, as the case may be.