Common use of Redistribution of Payment Clause in Contracts

Redistribution of Payment. Each Lender agrees that: (a) if the Lender exercises any security against or right of counter-claim, set off or banker’s lien or similar right with respect to the property of the Borrower or if under any applicable bankruptcy, insolvency or other similar law it receives a secured claim and collateral for which it is, or is entitled to exercise any set-off against, a debt owed by it to the Borrower, the Lender shall apportion the amount thereof proportionately between: (i) such Lender’s Rateable Portion of all outstanding Obligations owing by the Borrower (including the face amounts at maturity of Bankers’ Acceptances accepted by the Lenders), which amounts shall be applied in accordance with Section 13.4(b); and (ii) amounts otherwise owed to such Lender by the Borrower, provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers’ acceptance (other than a Bankers’ Acceptance) issued or accepted by such Lender on behalf of the Borrower may be applied by such Lender to such amounts owed by the Borrower to such Lender pursuant to such letter of credit or in respect of any such bankers’ acceptance without apportionment and (ii) these provisions do not apply to: (A) a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Lien which is a Permitted Encumbrance; (B) cash collateral provided, or the exercise of rights of counterclaim, set-off or banker’s lien or similar rights, in respect of account positioning arrangements for the Borrower and its Subsidiaries provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of business; (C) any reduction in amounts owing to the Borrower or a Subsidiary upon the termination of Hedging Instruments entered into with the relevant Lender or its Affiliates; or (D) any payment to with a Lender is entitled as a result of any credit derivative or other form of credit protection obtained by such Lender; (b) if, in the aforementioned circumstances, the Lender, through the exercise of a right, or the receipt of a secured claim described in Section 13.4(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations due to the Lenders (having regard to the respective Rateable Portions of the Lenders), the Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for a participation (which shall be deemed to have been done simultaneously with receipt of such payment) in the outstanding Loans of the other Lender or Lenders so that their respective receipts shall be pro rata to their respective Rateable Portions; provided, however, that if all or part of such proportionately greater payment received by such purchasing Lender shall be recovered by or on behalf of the Borrower or any trustee, liquidator, receiver or receiver-manager or person with analogous powers from the purchasing Lender, such purchase shall be rescinded and the purchase price paid for such participation shall be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by it. Such Lender shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claims; and (c) if the Lender does, or is required to do, any act or thing permitted by Section 13.4(a) or (b) above, it shall promptly provide full particulars thereof to the Agent.

Redistribution of Payment. Each Lender agrees that: (a) If any Lender receives or recovers (whether by payment or combination of accounts or otherwise) an amount owed to it by a Borrower under this Agreement otherwise than through the Administrative Agent, then such Lender shall, within two Banking Days following such receipt or recovery, notify the Administrative Agent (who shall in turn notify the other Lenders) of such fact. (b) Subject to the other terms and conditions of this Agreement, if at any time the proportion which any Lender (a “Recovering Lender”) has received or recovered (whether by payment or combination of accounts or otherwise) in respect of its portion of any payment to be made under this Agreement by a Borrower for the account of such Recovering Lender and one or more other Lenders is greater (the amount of the excess being in this Section 11.4 called the “excess amount”) than the proportion thereof received or recovered by the Lender exercises any security against or right of counter-claimLenders receiving or recovering the smallest proportion thereof, set off or banker’s lien or similar right with respect to the property of the Borrower or if under any applicable bankruptcy, insolvency or other similar law it receives a secured claim and collateral for which it is, or is entitled to exercise any set-off against, a debt owed by it to the Borrower, the Lender shall apportion the amount thereof proportionately betweenthen: (i) the Recovering Lender shall, within two Banking Days following such Lender’s Rateable Portion of all outstanding Obligations owing by receipt or recovery, pay to the Borrower (including Administrative Agent an amount equal to the face amounts at maturity of Bankers’ Acceptances accepted by the Lenders), which amounts shall be applied in accordance with Section 13.4(b)excess amount; and (ii) amounts otherwise owed the Agent shall treat the amount received by it from the Recovering Lender pursuant to such Lender by the Borrower, provided that paragraph (i) any cash collateral account held above as if such amount had been received by it from such Lender as collateral for a letter of credit or bankers’ acceptance (other than a Bankers’ Acceptance) issued or accepted by such Lender on behalf of the Borrower may be applied by such Lender to such amounts owed by the Borrower to such Lender pursuant to such letter of credit or in respect of any such bankers’ acceptance without apportionment its obligations under this Agreement and (ii) these provisions do not apply to: (A) a right or claim which arises or exists in respect of a loan or other debt in respect of which shall pay the relevant Lender holds a Lien which is a Permitted Encumbrance; (B) cash collateral provided, or the exercise of rights of counterclaim, set-off or banker’s lien or similar rights, in respect of account positioning arrangements for the Borrower and its Subsidiaries provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of business; (C) any reduction in amounts owing same to the Borrower or a Subsidiary upon the termination of Hedging Instruments entered into with the relevant Lender or its Affiliates; or Persons entitled thereto (Dincluding such Recovering Lender) any payment to with a Lender is entitled as a result of any credit derivative or other form of credit protection obtained by such Lender; (b) if, in the aforementioned circumstances, the Lender, through the exercise of a right, or the receipt of a secured claim described in Section 13.4(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations due to the Lenders (having regard to the respective Rateable Portions of the Lenders), the Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for a participation (which shall be deemed to have been done simultaneously with receipt of such payment) in the outstanding Loans of the other Lender or Lenders so that their respective receipts shall be pro rata to their respective Rateable Portions; providedentitlements thereto in which event, howeverfor all purposes in connection herewith, that if all or part of such proportionately greater payment received by such purchasing the Recovering Lender shall be deemed only to have received or recovered by or on behalf from such Borrower that portion of the Borrower or any trustee, liquidator, receiver or receiver-manager or person with analogous powers from the purchasing Lender, such purchase shall be rescinded and the purchase price excess amount which is actually paid for such participation shall be returned to the extent of such recovery, but without interest unless Recovering Lender by the purchasing Lender is required Administrative Agent pursuant to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by it. Such Lender shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claims; and11.4(b)(ii). (c) if If a Lender that has paid an excess amount to the Lender does, or Administrative Agent in accordance with Section 11.4(b)(i) is required to do, any act refund the whole (or thing permitted by Section 13.4(aa portion) or (b) above, it shall promptly provide full particulars thereof of such excess amount to the AgentBorrower, then each of the other Lenders shall pay to the Administrative Agent for the account of that Lender the whole (or that proportion) of the amount received by it as a result of the distribution in respect of that excess amount made by the Administrative Agent pursuant to Section 11.4(b)(ii).

Redistribution of Payment. Each If a Lender agrees that(an “Overpaid Lender”) shall obtain any payment (an “Excess Payment”), whether voluntary, involuntary, through the exercise of any right of set off or otherwise (other than any amounts expressly permitted to be paid solely to such Lender pursuant to this Agreement), to be applied on account of any portion of the Loan Indebtedness owed to it in excess of its share thereof as provided for hereunder, then: (a) if the such Overpaid Lender exercises any security against or right of counter-claim, set off or banker’s lien or similar right with respect shall immediately pay to the property of the Borrower or if under any applicable bankruptcy, insolvency or other similar law it receives a secured claim and collateral for which it is, or is entitled to exercise any set-off against, a debt owed by it Agent an amount equal to the BorrowerExcess Payment, the Lender shall apportion the amount thereof proportionately between: (i) such Lender’s Rateable Portion of all outstanding Obligations owing by the Borrower (including the face amounts together with interest thereon at maturity of Bankers’ Acceptances accepted by the Lenders), which amounts shall be applied a rate determined in accordance with Section 13.4(b); and (ii) amounts otherwise owed to such Lender by the Borrower, provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers’ acceptance (other than a Bankers’ Acceptance) issued or accepted by such Lender on behalf of the Borrower may be applied by such Lender to such amounts owed by the Borrower to such Lender pursuant to such letter of credit or Overpaid Lender’s usual banking practice in respect of any deposits of amounts comparable to the amount of such bankers’ acceptance without apportionment and (ii) these provisions do not apply to: (A) a right or claim which arises or exists in respect of a loan or other debt in respect of which payment at the relevant Lender holds a Lien which time such payment is a Permitted Encumbrance; (B) cash collateral providedmade, or whereupon the exercise of rights of counterclaim, set-off or banker’s lien or similar rights, in respect of account positioning arrangements for Agent shall notify the Borrower of such amount and of its Subsidiaries provided receipt by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of business; (C) any reduction in amounts owing to the Borrower or a Subsidiary upon the termination of Hedging Instruments entered into with the relevant Lender or its Affiliates; or (D) any payment to with a Lender is entitled as a result of any credit derivative or other form of credit protection obtained by such LenderAgent; (b) if, in the aforementioned circumstancesAgent shall remit to each Lender (other than the Overpaid Lender) its share of such Excess Payment (calculated without reference to the share of the Overpaid Lender); (c) as between the Borrower and the Overpaid Lender, the LenderExcess Payment shall, through except as provided in paragraph (d) below, be treated as not having been paid; and (d) as between the exercise of a right, or the receipt of a secured claim described in Section 13.4(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations due to it hereunder which is greater Borrower and each Lender (other than the proportion received by any other Lender in respect of the aggregate Obligations due to the Lenders (having regard to the respective Rateable Portions of the LendersOverpaid Lender), the Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for a participation (which applicable share of the Excess Payment shall be deemed treated as having been paid to have been done simultaneously with receipt of each such payment) in Lender on the outstanding Loans of date such Excess Payment was made to the other Lender or Lenders so that their respective receipts shall be pro rata to their respective Rateable PortionsOverpaid Lender; provided, however, provided that if all or part any portion of such proportionately greater payment received Excess Payment is subsequently required to be repaid by such purchasing the Overpaid Lender shall be recovered by or on behalf of the Borrower or any trustee, liquidator, receiver or receiver-manager or person with analogous powers from the purchasing Lender, such purchase shall be rescinded and the purchase price paid for such participation shall be returned to the extent Borrower, each other Lender will promptly repay to the Agent for the account of such recovery, but without interest unless the purchasing Overpaid Lender is required an amount equal to pay interest on any amount which such amount, in which case each selling other Lender shall reimburse the purchasing Lender pro rata in relation had received pursuant to the amounts received by it. Such Lender shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claims; and (c) if the Lender does, or is required to do, any act or thing permitted by Section 13.4(a) or (b) above, it shall promptly provide full particulars thereof to the AgentSection.

Redistribution of Payment. Each Lender agrees that: (a) if the such Lender exercises any security against or right of counter-claim, set off or banker’s lien or similar right with respect to the property of the Borrower or if under any applicable bankruptcy, insolvency or other similar law it receives a secured claim and collateral for which it is, or is entitled to exercise any set-off against, a debt owed by it to the Borrower, the such Lender shall apportion the amount thereof proportionately between: (i) such Lender’s Rateable Portion of all outstanding Obligations owing by the Borrower (including the face amounts at maturity of Bankers’ Acceptances accepted by the Lenders), which amounts shall be applied in accordance with Section 13.4(b); and (ii) amounts otherwise owed to such Lender by the Borrower, provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers’ acceptance (other than a Bankers’ Acceptance) issued or accepted by such Lender on behalf of the Borrower may be applied by such Lender to such amounts owed by the Borrower to such Lender pursuant to such letter of credit or in respect of any such bankers’ acceptance without apportionment and (ii) these provisions do not apply to: (A) a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Lien Security Interest which is a Permitted Encumbrance; (B) cash collateral provided, or the exercise of rights of counterclaim, set-off or banker’s lien or similar rights, in respect of account positioning arrangements for the Borrower and its Subsidiaries provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of business;; or (C) any reduction in amounts owing to the Borrower or a Subsidiary upon the termination of Hedging Instruments entered into with the relevant Lender or its Affiliates; or (D) any payment to with which a Lender is entitled as a result of any credit derivative or other form of credit protection obtained by such Lender; (b) if, in the aforementioned circumstances, the such Lender, through the exercise of a right, or the receipt of a secured claim described in Section 13.4(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations due to the Lenders (having regard to the respective Rateable Portions of the Lenders), the such Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for a participation (which shall be deemed to have been done simultaneously with receipt of such payment) in the outstanding Loans of the other Lender or Lenders so that their respective receipts shall be pro rata to their respective Rateable Portions; provided, however, that if all or part of such proportionately greater payment received by such purchasing Lender shall be recovered by or on behalf of the Borrower or any trustee, liquidator, receiver or receiver-manager or person with analogous powers from the purchasing Lender, such purchase shall be rescinded and the purchase price paid for such participation shall be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by it. Such Lender shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claims; and (c) if the such Lender does, or is required to do, any act or thing permitted by Section 13.4(a) or (b) above, it shall promptly provide full particulars thereof to the Agent.

Redistribution of Payment. Each Lender agrees that: (a) if the Lender If it exercises any security against or right of counter-claim, set off or banker’s off, bankers' lien or similar right with respect to the any property of the Borrower or if under any applicable bankruptcy, insolvency or other similar law Law it receives a secured claim and collateral claim, the security for which it is, or is entitled to exercise any set-off against, a debt owed by it to the Borrower, the Lender shall it will apportion the amount thereof proportionately between: (i) amounts outstanding at such Lender’s Rateable Portion of all outstanding Obligations owing time owed by the Borrower (including the face amounts at maturity of Bankers’ Acceptances accepted by the Lenders)to such Lender under this Agreement, which amounts shall will be applied in accordance with this Section 13.4(b)21.4; and (ii) amounts otherwise owed to such Lender it by the Borrower, provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers’ ' acceptance (other than including a Bankers’ ' Acceptance) issued or accepted by such Lender on behalf of the Borrower may be applied by such Lender to such amounts owed by the Borrower to such Lender pursuant to such letter of credit or in respect of any such bankers’ ' acceptance without apportionment and (ii) these provisions do not apply to: (A) a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Lien which is a Permitted Encumbrance; (B) cash collateral provided, or the exercise of rights of counterclaim, set-off or banker’s lien or similar rights, in respect of account positioning arrangements for the Borrower and its Subsidiaries provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of business; (C) any reduction in amounts owing to the Borrower or a Subsidiary upon the termination of Hedging Instruments entered into with the relevant Lender or its Affiliates; or (D) any payment to with a Lender is entitled as a result of any credit derivative or other form of credit protection obtained by such Lender;apportionment. (b) if, in the aforementioned circumstances, the LenderIf it receives, through the exercise of a right, right or the receipt of a secured claim described in Section 13.4(aparagraph (a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations principal, interest and fees due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations amount of principal, interest and fees due to in respect of the Lenders Credit Facility (having regard to the respective Rateable Portions proportionate amounts advanced as Advances by each of the Lenders), the Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for will purchase a participation (which shall will be deemed to have been done simultaneously with receipt of such payment) in that portion of the outstanding Loans Credit Facility of the other Lender or Lenders so that their respective receipts shall will be pro rata to their respective Rateable Portions; provided, howeverprovided however that, that if all or part of such proportionately greater payment received by such purchasing Lender shall will be recovered by or on behalf of the Borrower or any trustee, liquidator, receiver or receiver-manager or person with analogous powers from the purchasing Lenderrecovered, such purchase shall will be rescinded and the purchase price paid for such participation shall will be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by itinterest. Such Lender shall will exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 21.4 to share in the benefits of any recovery on such secured claims; and. (c) if the Lender does, or is required to do, If it does any act or thing permitted by Section 13.4(aparagraphs (a) or (b) above, it shall will promptly provide full particulars thereof to the Agent. (d) Except as permitted under paragraphs (a), (b) and (c) above, no Lender will be entitled to exercise any right of counter-claim, set off, bankers' lien or similar right without the prior consent of the other Lenders.

Redistribution of Payment. Each Lender agrees that: (a) if the Lender If it exercises any security against or right of counter-claim, set off or banker’s off, bankers’ lien or similar right with respect to the any property of the Borrower or if under any applicable bankruptcy, insolvency or other similar law Law it receives a secured claim and collateral claim, the security for which it is, or is entitled to exercise any set-off against, a debt owed by it to the Borrower, the Lender shall it will apportion the amount thereof proportionately between: (i) amounts outstanding at such Lender’s Rateable Portion of all outstanding Obligations owing time owed by the Borrower (including the face amounts at maturity of Bankers’ Acceptances accepted by the Lenders)to such Lender under this Agreement, which amounts shall will be applied in accordance with this Section 13.4(b)14.4; and (ii) amounts otherwise owed to such Lender it by the Borrower, provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers’ acceptance (other than a Bankers’ Acceptance) issued or accepted by such Lender on behalf of the Borrower may be applied by such Lender to such amounts owed by the Borrower to such Lender pursuant to such letter of credit or in respect of any such bankers’ acceptance without apportionment and (ii) these provisions do not apply to: (A) a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Lien which is a Permitted Encumbrance; (B) cash collateral provided, or the exercise of rights of counterclaim, set-off or banker’s lien or similar rights, in respect of account positioning arrangements for the Borrower and its Subsidiaries provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of business; (C) any reduction in amounts owing to the Borrower or a Subsidiary upon the termination of Hedging Instruments entered into with the relevant Lender or its Affiliates; or (D) any payment to with a Lender is entitled as a result of any credit derivative or other form of credit protection obtained by such Lender;. (b) if, in the aforementioned circumstances, the LenderIf it receives, through the exercise of a right, right or the receipt of a secured claim described in Section 13.4(a14.4(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations principal, interest and fees due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations amount of principal, interest and fees due to in respect of the Lenders Credit Facilities (having regard to the respective Rateable Portions proportionate amounts advanced as Advances by each of the Lenders), the Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for will purchase a participation (which shall will be deemed to have been done simultaneously with receipt of such payment) in that portion of the outstanding Loans Revolving Loan of the other Lender or Lenders so that their respective receipts shall will be pro rata to their respective Rateable Portions; provided, howeverprovided however that, that if all or part of such proportionately greater payment received by such purchasing Lender shall will be recovered by or on behalf of the Borrower or any trustee, liquidator, receiver or receiver-manager or person with analogous powers from the purchasing Lenderrecovered, such purchase shall will be rescinded and the purchase price paid for such participation shall will be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by itinterest. Such Lender shall will exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 14.4 to share in the benefits of any recovery on such secured claims; and. (c) if the Lender does, or is required to do, If it does any act or thing permitted by Section 13.4(aSections 14.4(a) or (b) above), it shall will promptly provide full particulars thereof to the Agent. (d) Except as permitted under Sections 14.4(a) or (b), no Lender will be entitled to exercise any right of counter-claim, set off, bankers’ lien or similar right without the prior written consent of the other Lenders.

Redistribution of Payment. Each Lender agrees that: (a) if If any Lender receives or recovers (whether by payment or combination of accounts or otherwise) an amount owed to it by a Borrower under this Agreement otherwise than through the Administrative Agent, then such Lender exercises any security against shall, within two (2) Banking Days following such receipt or right recovery, notify the Administrative Agent (who shall in turn notify the other Lenders) of counter-claim, set off or banker’s lien or similar right with respect such fact. (b) Subject to the property other terms and conditions of this Agreement, if at any time the proportion which any Relevant Lender (a “Recovering Lender”) has received or recovered (whether by payment or combination of accounts or otherwise) in respect of its portion of any payment to be made under this Agreement by a Borrower for the account of such Recovering Lender and one or more other Relevant Lenders is greater (the amount of the Borrower excess being in this Section 11.4 called the “excess amount”) than the proportion thereof received or if under any applicable bankruptcyrecovered by the Relevant Lender or Relevant Lenders receiving or recovering the smallest proportion thereof, insolvency or other similar law it receives a secured claim and collateral for which it is, or is entitled to exercise any set-off against, a debt owed by it to the Borrower, the Lender shall apportion the amount thereof proportionately betweenthen: (i) the Recovering Lender shall, within two (2) Banking Days following such Lender’s Rateable Portion of all outstanding Obligations owing by receipt or recovery, pay to the Borrower (including Administrative Agent an amount equal to the face amounts at maturity of Bankers’ Acceptances accepted by the Lenders), which amounts shall be applied in accordance with Section 13.4(b)excess amount; and (ii) amounts otherwise owed to such Lender the Administrative Agent shall treat the amount received by it from the Borrower, provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers’ acceptance (other than a Bankers’ Acceptance) issued or accepted by such Lender on behalf of the Borrower may be applied by such Lender to such amounts owed by the Borrower to such Recovering Lender pursuant to Section 11.4(b)(i) as if such letter of credit or in respect of any such bankers’ acceptance without apportionment and (ii) these provisions do not apply to: (A) a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Lien which is a Permitted Encumbrance; (B) cash collateral provided, or the exercise of rights of counterclaim, set-off or banker’s lien or similar rights, in respect of account positioning arrangements for amount had been received by it from the Borrower pursuant to its obligations under this Agreement and its Subsidiaries provided by a Lender in shall pay the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of business; (C) any reduction in amounts owing same to the Borrower or a Subsidiary upon the termination of Hedging Instruments entered into with the relevant Lender or its Affiliates; or Persons entitled thereto (Dincluding such Recovering Lender) any payment to with a Lender is entitled as a result of any credit derivative or other form of credit protection obtained by such Lender; (b) if, in the aforementioned circumstances, the Lender, through the exercise of a right, or the receipt of a secured claim described in Section 13.4(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations due to the Lenders (having regard to the respective Rateable Portions of the Lenders), the Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for a participation (which shall be deemed to have been done simultaneously with receipt of such payment) in the outstanding Loans of the other Lender or Lenders so that their respective receipts shall be pro rata to their respective Rateable Portions; providedentitlements thereto in which event, howeverfor all purposes in connection herewith, that if all or part of such proportionately greater payment received by such purchasing the Recovering Lender shall be deemed only to have received or recovered by or on behalf from such Borrower that portion of the Borrower or any trustee, liquidator, receiver or receiver-manager or person with analogous powers from the purchasing Lender, such purchase shall be rescinded and the purchase price excess amount which is actually paid for such participation shall be returned to the extent of such recovery, but without interest unless Recovering Lender by the purchasing Lender is required Administrative Agent pursuant to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by it. Such Lender shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claims; and11.4(b)(ii). (c) if If a Relevant Lender that has paid an excess amount to the Lender does, or Administrative Agent in accordance with Section 11.4(b)(i) is required to do, any act refund the whole (or thing permitted by Section 13.4(aa portion) or (b) above, it shall promptly provide full particulars thereof of such excess amount to the AgentBorrower, then each of the other Relevant Lenders shall pay to the Administrative Agent for the account of that Lender the whole (or that proportion) of the amount received by it as a result of the distribution in respect of that excess amount made by the Administrative Agent pursuant to Section 11.4(b)(ii).

Redistribution of Payment. Each Lender agrees that: (a) if a Lender (an “Overpaid Lender”) shall obtain any payment (an “Excess Payment”), whether voluntary, involuntary, through the exercise of any right of set-off or otherwise (other than any amounts expressly permitted to be paid solely to such Lender pursuant to this Agreement), to be applied on account of any portion of the Loan Indebtedness owed to it in excess of its Pro Rata Share thereof, then: (i) such Overpaid Lender shall purchase, on a non-recourse basis and at par, portions of the Outstandings owed to the other Lenders in an amount equal to the Excess Payment and in such proportions that after such purchase each Lender will be owed its Pro Rata Share of the Loan Indebtedness, whereupon the Agent shall notify the Borrower of such amount and of its receipt by the Agent; (ii) such Overpaid Lender shall immediately pay to the Agent an amount equal to the Excess Payment and the Agent shall remit to each Lender (other than the Overpaid Lender) its Pro Rata Share of such Excess Payment (calculated without reference to the share of the Overpaid Lender); and (iii) the Agent shall notify the Borrower of its receipt of the Excess Payment and: (A) as between the Borrower and the Overpaid Lender, the Excess Payment shall, except as provided in paragraph (B) below, be treated as not having been paid; and (B) as between the Borrower and each Lender (other than the Overpaid Lender), the applicable share of the Excess Payment shall be treated as having been paid to each such Lender on the date such Excess Payment was made to the Overpaid Lender; provided that if all or any portion of such Excess Payment is subsequently recovered or otherwise required to be repaid by the Overpaid Lender to the Borrower or any trustee, liquidator, receiver, receiver-manager or Person with analogous powers, each other Lender will promptly repay to the Agent for the account of such Overpaid Lender an amount equal to any amount which such other Lender had received pursuant to this Section 14.4; (b) if such Lender or its Affiliate exercises any security against or right of counter-claim, set off or banker’s lien or similar right with respect to the property of the Borrower or if under any applicable bankruptcy, insolvency or other similar law it receives a secured claim and collateral for which it is, or is entitled to exercise any set-off against, a debt owed by it to the Borrower, the such Lender or its Affiliate shall apportion the amount thereof proportionately between: (i) such Lender’s Rateable Portion of all outstanding Obligations Loan Indebtedness owing by the Borrower (including the face amounts at maturity of Bankers’ Acceptances accepted by the Lenders), which amounts shall be applied in accordance with Section 13.4(b14.4(a); and (ii) amounts otherwise owed to such Lender all Senior Secured Swap Obligations owing by the BorrowerBorrower and the Restricted Subsidiaries, which amounts shall be shared among the Swap Lenders in accordance with Section 10.3 (and, for such purposes, the provisions of Section 14.4(a) shall apply mutatis mutandis), provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers’ acceptance (other than a Bankers’ Acceptance) issued or accepted by such Lender on behalf of the Borrower may be applied by such Lender to such amounts owed by the Borrower to such Lender pursuant to such letter of credit or in respect of any such bankers’ acceptance without apportionment and (ii) these provisions do not apply to: (A) a right any cash collateral posted as security for the Huntsman Preferred Stock Obligations or claim which arises or exists in respect of a loan or any other debt in respect of which the relevant Lender holds a Lien which is a Permitted EncumbranceLien; (B) any netting arrangements or other set-off of obligations under any Hedging Agreements with the Swap Lenders; (C) any cash collateral provided, or the exercise of rights of counterclaim, set-off or banker’s lien or similar rights, in respect of account positioning arrangements for the Borrower and its Subsidiaries provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of business; (C) any reduction in amounts owing to the Borrower or a Subsidiary upon the termination of Hedging Instruments entered into with the relevant Lender or its Affiliates; or (D) any payment to with which a Lender is entitled as a result of any credit derivative or other form of credit protection obtained by such Lender;; or (bE) if, any accounts receivable which are included in a Permitted Securitization Program (including the aforementioned circumstances, the Lender, through the exercise of a right, or the receipt of a secured claim described in Section 13.4(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations due to it hereunder which is greater than the proportion proceeds received by any other Lender in respect of the aggregate Obligations due to the Lenders (having regard to the respective Rateable Portions of the Lenders), the Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for a participation (which shall be deemed to have been done simultaneously with receipt purchaser of such payment) in the outstanding Loans of the other Lender or Lenders so that their respective receipts shall be pro rata to their respective Rateable Portions; provided, however, that if all or part of such proportionately greater payment received by such purchasing Lender shall be recovered by or on behalf of the Borrower or any trustee, liquidator, receiver or receiver-manager or person with analogous powers from the purchasing Lender, such purchase shall be rescinded and the purchase price paid for such participation shall be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by it. Such Lender shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claimsreceivables); and (c) if the such Lender or its Affiliate does, or is required to do, any act or thing permitted by Section 13.4(a14.4(a) or (b14.4(b) above, it shall promptly provide full particulars thereof to the Agent.

Redistribution of Payment. Each Lender agrees that: (a) if the Lender If it exercises any security against or right of counter-claim, set off or banker’s off, bankers’ lien or similar right with respect to the any property of the Borrower or if under any applicable bankruptcy, insolvency or other similar law Law it receives a secured claim and collateral claim, the security for which it is, or is entitled to exercise any set-off against, a debt owed by it to the Borrower, the Lender shall it will apportion the amount thereof proportionately between: (i) amounts outstanding at such Lender’s Rateable Portion of all outstanding Obligations owing time owed by the Borrower (including the face amounts at maturity of Bankers’ Acceptances accepted by the Lenders)to such Lender under this Agreement, which amounts shall will be applied in accordance with this Section 13.4(b)21.4; and (ii) amounts otherwise owed to such Lender it by the Borrower, provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers’ acceptance (other than including a Bankers’ Acceptance) issued or accepted by such Lender on behalf of the Borrower may be applied by such Lender to such amounts owed by the Borrower to such Lender pursuant to such letter of credit or in respect of any such bankers’ acceptance without apportionment and (ii) these provisions do not apply to: (A) a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Lien which is a Permitted Encumbrance; (B) cash collateral provided, or the exercise of rights of counterclaim, set-off or banker’s lien or similar rights, in respect of account positioning arrangements for the Borrower and its Subsidiaries provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of business; (C) any reduction in amounts owing to the Borrower or a Subsidiary upon the termination of Hedging Instruments entered into with the relevant Lender or its Affiliates; or (D) any payment to with a Lender is entitled as a result of any credit derivative or other form of credit protection obtained by such Lender;apportionment. (b) if, in the aforementioned circumstances, the LenderIf it receives, through the exercise of a right, right or the receipt of a secured claim described in Section 13.4(aparagraph (a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations principal, interest and fees due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations amount of principal, interest and fees due to in respect of the Lenders Credit Facility (having regard to the respective Rateable Portions proportionate amounts advanced as Advances by each of the Lenders), the Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for will purchase a participation (which shall will be deemed to have been done simultaneously with receipt of such payment) in that portion of the outstanding Loans Credit Facility of the other Lender or Lenders so that their respective receipts shall will be pro rata to their respective Rateable Portions; provided, howeverprovided however that, that if all or part of such proportionately greater payment received by such purchasing Lender shall will be recovered by or on behalf of the Borrower or any trustee, liquidator, receiver or receiver-manager or person with analogous powers from the purchasing Lenderrecovered, such purchase shall will be rescinded and the purchase price paid for such participation shall will be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by itinterest. Such Lender shall will exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 21.4 to share in the benefits of any recovery on such secured claims; and. (c) if the Lender does, or is required to do, If it does any act or thing permitted by Section 13.4(aparagraphs (a) or (b) above, it shall will promptly provide full particulars thereof to the Agent. (d) Except as permitted under paragraphs (a), (b) and (c) above, no Lender will be entitled to exercise any right of counter-claim, set off, bankers’ lien or similar right without the prior consent of the other Lenders.

Redistribution of Payment. Each Lender agrees that, subject to Section 11.4: (a) if the Lender If it exercises any security against or right of counter-claim, set off or banker’s off, bankers’ lien or similar right with respect to the any property of the Borrower or if under any applicable bankruptcy, insolvency or other similar law Law it receives a secured claim and collateral claim, the security for which it is, or is entitled to exercise any set-off against, a debt owed by it to the Borrower, the Lender shall it will apportion the amount thereof proportionately between:between:‌ (i) amounts outstanding at such Lender’s Rateable Portion of all outstanding Obligations owing time owed by the Borrower (including the face amounts at maturity of Bankers’ Acceptances accepted by the Lenders)to such Lender under this Agreement, which amounts shall will be applied in accordance with this Section 13.4(b)14.3; and (ii) amounts otherwise owed to such Lender it by the Borrower, provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers’ acceptance (other than a Bankers’ Acceptance) issued or accepted by such Lender on behalf of the Borrower may be applied by such Lender to such amounts owed by the Borrower to such Lender pursuant to such letter of credit or in respect of any such bankers’ acceptance without apportionment and (ii) these provisions do not apply to: (A) a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Lien which is a Permitted Encumbrance; (B) cash collateral provided, or the exercise of rights of counterclaim, set-off or banker’s lien or similar rights, in respect of account positioning arrangements for the Borrower and its Subsidiaries provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of business; (C) any reduction in amounts owing to the Borrower or a Subsidiary upon the termination of Hedging Instruments entered into with the relevant Lender or its Affiliates; or (D) any payment to with a Lender is entitled as a result of any credit derivative or other form of credit protection obtained by such Lender;. (b) if, in the aforementioned circumstances, the LenderIf it receives, through the exercise of a right, right or the receipt of a secured claim described in Section 13.4(a14.3(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations principal, interest and fees due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations amount of principal, interest and fees due to in respect of the Lenders Term Facility (having regard to the respective Rateable Portions Individual Commitment Amounts of the Lenderseach Lender), the Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for will purchase a participation (which shall will be deemed to have been done simultaneously with receipt of such payment) in that portion of the outstanding Loans Term Facility of the other Lender or Lenders so that their respective receipts shall will be pro rata to their respective Rateable Portions; providedprovided however that, however, that if all or part of such proportionately greater payment received by such purchasing Lender shall be is otherwise recovered by or on behalf of the Borrower or any trustee, liquidator, receiver or receiver-manager or person with analogous powers from the purchasing Lenderit, such purchase shall will be rescinded and the purchase price paid for such participation shall will be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by itinterest. Such Lender shall will exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 14.3 to share in the benefits of any recovery on such secured claims; andclaims.‌‌ (c) if the Lender does, or is required to do, If it does any act or thing permitted by Section 13.4(aSections 14.3(a) or (b) above14.3(b), it shall will promptly provide full particulars thereof to the Agent. (d) Except as permitted under Sections 14.3(a) or 14.3(b), no Lender will be entitled to exercise any right of counter-claim, set off, bankers’ lien or similar right without the prior written consent of the other Lenders.

Redistribution of Payment. Each Lender agrees that: (a) if the Lender exercises any security against or right of counter-counter claim, set set-off or banker’s lien or similar right with respect to the property of the Borrower or any Subsidiary or if under any applicable bankruptcy, insolvency or other similar law it receives a secured claim and collateral for which it is, or is entitled to exercise any set-off against, a debt owed by it to the BorrowerBorrower or any Subsidiary, the Lender shall apportion the amount thereof proportionately between: (i) such LenderXxxxxx’s Rateable Portion of all outstanding Obligations owing by the Borrower (including the face amounts at maturity of Bankers’ Acceptances accepted by the Lenders)Borrower, which amounts shall be applied in accordance with Section 13.4(b14.4(b); and (ii) amounts otherwise owed to such Lender by the BorrowerBorrower and its Subsidiaries, provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers’ acceptance (other than a Bankers’ AcceptanceLetter of Credit) issued or accepted by such Lender on behalf of the Borrower which is Permitted Debt may be applied by such Lender to such amounts owed by the Borrower or a Subsidiary, as the case may be, to such Lender pursuant to such letter of credit or in respect of any such bankers’ acceptance without apportionment and (ii) these provisions do not apply to: (A) a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Lien Security Interest which is a Permitted Encumbrance; (B) cash collateral provided, or the exercise of rights of counterclaim, set-off or banker’s lien or similar rights, in respect of account positioning arrangements for the Borrower and its Subsidiaries Cash Management Arrangements provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of businessCash Manager; (C) any reduction in amounts owing by a Lender (or its Hedging Affiliates) to the Borrower or a Subsidiary upon the termination of Hedging Lender Financial Instruments entered into with the relevant Lender (or its Hedging Affiliates); or (D) any payment to with which a Lender is entitled as a result of any credit default swap, credit derivative or other form of credit protection obtained by such Lender; (b) if, in the aforementioned circumstances, the a Lender, through the exercise of a right, or the receipt of a secured claim described in Section 13.4(a14.4(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations due to the Lenders (having regard to the respective Rateable Portions of the Lenders), the such Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for a participation (which shall be deemed to have been done simultaneously with receipt of such payment) in the outstanding Loans of the other Lender or Lenders so that their respective receipts shall be pro rata to their respective Rateable Portions; provided, however, that if all or part of such proportionately greater payment received by such purchasing Lender shall be recovered by or on behalf of the Borrower or any trustee, liquidator, interim receiver, receiver or receiver-receiver manager or person with analogous powers from the purchasing Lender, such purchase shall be rescinded and the purchase price paid for such participation shall be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by it. Such Lender shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claims; and (c) if the a Lender does, or is required to do, any act or thing permitted by Section 13.4(a14.4(a) or (b) above, it shall promptly provide full particulars thereof to the Agent.

Redistribution of Payment. Each Lender agrees that: (a) if the Lender it exercises any security against or right of counter-counter claim, set set-off or banker’s 's lien or similar right with respect to the property of the a Borrower or any Subsidiary thereof or if under any applicable bankruptcy, insolvency or other similar law it receives a secured claim and collateral for which it is, or is entitled to exercise any set-off against, a debt owed by it to the Borrowera Borrower or any Subsidiary thereof, the Lender it shall apportion the amount thereof proportionately between: (i) such Lender’s 's Rateable Portion of all outstanding Obligations owing by the such Borrower (including the face amounts at maturity of Bankers’ ' Acceptances accepted by the Lenders), which amounts shall be applied in accordance with Section 13.4(b15.4(b); and (ii) amounts otherwise owed to such Lender by the Borrowersuch Borrower and its Subsidiaries, provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers’ ' acceptance (other than a Bankers’ ' Acceptance) issued or accepted by such Lender on behalf of the a Borrower or a Subsidiary thereof which is secured by a Permitted Encumbrance may be applied by such Lender to such amounts owed by such Borrower or a Subsidiary thereof, as the Borrower case may be, to such Lender pursuant to such letter of credit or in respect of any such bankers’ ' acceptance without apportionment and (ii) these provisions do not apply to: (A) a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Lien Security Interest which is a Permitted Encumbrance; (B) cash collateral or Collateral Investments provided, or the exercise of rights of counterclaim, set-off or banker’s 's lien or similar rights, in respect of account positioning arrangements Cash Management Arrangements for the such Borrower and its Subsidiaries provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of businessSubsidiaries; (C) any reduction in amounts owing by a Lender (or its Hedging Affiliates) to the such Borrower or a Subsidiary thereof upon the termination of Hedging Lender Financial Instruments entered into with the relevant Lender (or its Hedging Affiliates); or (D) any payment to with which a Lender is entitled as a result of any credit default swap, credit derivative or other form of credit protection obtained by such Lender; (b) if, in the aforementioned circumstances, the a Lender, through the exercise of a right, or the receipt of a secured claim described in Section 13.4(a15.4(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations due to the Lenders (having regard to the respective Rateable Portions of the Lenders), the such Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for a participation (which shall be deemed to have been done simultaneously with receipt of such payment) in the outstanding Loans of the other Lender or Lenders so that their respective receipts shall be pro rata to their respective Rateable Portions; provided, however, that if all or part of such proportionately greater payment received by such purchasing Lender shall be recovered by or on behalf of the a Borrower or any trustee, liquidator, receiver or receiver-receiver manager or person with analogous powers from the purchasing Lender, such purchase shall be rescinded and the purchase price paid for such participation shall be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by it. Such Lender shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claims; and (c) if the a Lender does, or is required to do, any act or thing permitted by Section 13.4(a15.4(a) or (b) above, it shall promptly provide full particulars thereof to the Agent.

Redistribution of Payment. Each Lender agrees that: (a) if the Lender If it exercises any security against or right of counter-claim, set off or banker’s off, bankers' lien or similar right with respect to the any property of the Borrower or if under any applicable bankruptcy, insolvency or other similar law Law it receives a secured claim and collateral claim, the security for which it is, or is entitled to exercise any set-off against, a debt owed by it to the Borrower, the Lender shall it will apportion the amount thereof proportionately between: (i) amounts outstanding at such Lender’s Rateable Portion of all outstanding Obligations owing time owed by the Borrower (including the face amounts at maturity of Bankers’ Acceptances accepted by the Lenders)to such Lender under this Agreement, which amounts shall will be applied in accordance with this Section 13.4(b)19.4; and (ii) amounts otherwise owed to such Lender it by the Borrower, provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers’ ' acceptance (other than including a Bankers’ ' Acceptance) issued or accepted by such Lender on behalf of the Borrower may ​ ​ ​ be applied by such Lender to such amounts owed by the Borrower to such Lender pursuant to such letter of credit or in respect of any such bankers’ ' acceptance without apportionment and (ii) these provisions do not apply to: (A) a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Lien which is a Permitted Encumbrance; (B) cash collateral provided, or the exercise of rights of counterclaim, set-off or banker’s lien or similar rights, in respect of account positioning arrangements for the Borrower and its Subsidiaries provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of business; (C) any reduction in amounts owing to the Borrower or a Subsidiary upon the termination of Hedging Instruments entered into with the relevant Lender or its Affiliates; or (D) any payment to with a Lender is entitled as a result of any credit derivative or other form of credit protection obtained by such Lender;apportionment. (b) if, in the aforementioned circumstances, the LenderIf it receives, through the exercise of a right, right or the receipt of a secured claim described in Section 13.4(aparagraph (a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations principal, interest and fees due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations amount of principal, interest and fees due to in respect of the Lenders Credit Facility (having regard to the respective Rateable Portions proportionate amounts advanced as Advances by each of the LendersLenders and the amount apportioned to the amounts under this agreement in accordance with 19.4(a)(i)), the Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for will purchase a participation (which shall will be deemed to have been done simultaneously with receipt of such payment) in that portion of the outstanding Loans Credit Facility of the other Lender or Lenders so that their respective receipts shall will be pro rata to their respective Rateable Portions; provided, howeverprovided however that, that if all or part of such proportionately greater payment received by such purchasing Lender shall will be recovered by or on behalf of the Borrower or any trustee, liquidator, receiver or receiver-manager or person with analogous powers from the purchasing Lenderrecovered, such purchase shall will be rescinded and the purchase price paid for such participation shall will be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by itinterest. Such Lender shall will exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 19.4 to share in the benefits of any recovery on such secured claims; and. (c) if the Lender does, or is required to do, If it does any act or thing permitted by Section 13.4(aparagraphs (a) or (b) above, it shall will promptly provide full particulars thereof to the Agent. (d) Except as permitted under paragraphs (a), (b) and (c) above, no Lender will be entitled to exercise any right of counter-claim, set off, bankers' lien or similar right without the prior consent of the other Lenders.

Redistribution of Payment. Each Lender agrees that: (a) if the Lender exercises any security against or right of counter-counter claim, set off or banker’s lien or similar right with respect to the property of the Borrower or if under any applicable bankruptcy, insolvency or other similar law it receives a secured claim and collateral for which it is, or is entitled to exercise any set-set off against, a debt owed by it to the Borrower, the Lender shall apportion the amount thereof proportionately between: (i) such Lender’s Rateable Portion of all outstanding Obligations owing by the Borrower (including the face amounts at maturity of Bankers’ Acceptances accepted by the Lenders), which amounts shall be applied in accordance with Section 13.4(b15.4(b); and (ii) amounts otherwise owed to such Lender lender by the Borrower, provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers’ acceptance (other than a Bankers’ Acceptance) issued or accepted by such Lender on behalf of the Borrower may be applied by such Lender to such amounts owed by the Borrower to such Lender pursuant to such letter of credit or in respect of any such bankers’ acceptance without apportionment and (ii) these provisions do not apply to: (A) to a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Lien Security Interest which is a Permitted Encumbrance; (B) cash collateral provided, or the exercise of rights of counterclaim, set-off or banker’s lien or similar rights, in respect of account positioning arrangements for the Borrower and its Subsidiaries provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of business; (C) any reduction in amounts owing to the Borrower or a Subsidiary upon the termination of Hedging Instruments entered into with the relevant Lender or its Affiliates; or (D) any payment to with a Lender is entitled as a result of any credit derivative or other form of credit protection obtained by such Lender; (b) if, in the aforementioned circumstances, the Lender, through the exercise of a right, or the receipt of a secured claim described in Section 13.4(a15.4(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations due to the Lenders (having regard to the respective Rateable Portions of the Lenders), the Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for a participation (which shall be deemed to have been done simultaneously with receipt of such payment) in the outstanding Loans of the other Lender or Lenders so that their respective receipts shall be pro rata to their respective Rateable Portions; provided, however, that if all or part of such proportionately greater payment received by such purchasing Lender shall be recovered by or on behalf of the Borrower or any trustee, liquidator, receiver or receiver-receiver manager or person with analogous powers from the purchasing Lender, such purchase shall be rescinded and the purchase price paid for such participation shall be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by it. Such Lender shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claims; and (c) if the Lender does, or is required to do, any act or thing permitted by Section 13.4(a15.4(a) or (b) above, it shall promptly provide full particulars thereof to the Agent.

Redistribution of Payment. Each Lender agrees that: (a) if If any Lender receives or recovers (whether by payment or combination of accounts or otherwise) an amount owed to it by a Borrower under this Agreement otherwise than through the Relevant Facility Agent, then such Lender exercises any security against shall, within two Banking Days following such receipt or right recovery, notify the Relevant Facility Agent (who shall in turn notify the other Lenders) of counter-claim, set off or banker’s lien or similar right with respect such fact. (b) Subject to the property other terms and conditions of this Agreement, if at any time the proportion which any Relevant Lender (a "RECOVERING LENDER") has received or recovered (whether by payment or combination of accounts or otherwise) in respect of its portion of any payment to be made under this Agreement by a Borrower for the account of such Recovering Lender and one or more other Relevant Lenders is greater (the amount of the Borrower excess being herein called the "excess amount") than the proportion thereof received or if under any applicable bankruptcyrecovered by the Relevant Lender or Relevant Lenders receiving or recovering the smallest proportion thereof, insolvency or other similar law it receives a secured claim and collateral for which it is, or is entitled to exercise any set-off against, a debt owed by it to the Borrower, the Lender shall apportion the amount thereof proportionately betweenthen: (i) the Recovering Lender shall, within two Banking Days following such Lender’s Rateable Portion of all outstanding Obligations owing by receipt or recovery, pay to the Borrower (including Relevant Facility Agent an amount equal to the face amounts at maturity of Bankers’ Acceptances accepted by the Lenders), which amounts shall be applied in accordance with Section 13.4(b)excess amount; and (ii) amounts otherwise owed the Relevant Agent shall treat the amount received by it from the Recovering Lender pursuant to paragraph (i) above as if such amount had been received by it from such Borrowers pursuant to its obligations under this Agreement and shall pay the same to the Persons entitled thereto (including such recovering Lender) PRO RATA to their respective entitlements thereto in which event, for all purposes in connection herewith, the Recovering Lender shall be deemed only to have received or recovered from such Borrower that portion of the excess amount which is actually paid to the Recovering Lender by the Relevant Facility Agent pursuant to this Section 11.4(b)(ii). (c) If a Relevant Lender that has paid an excess amount to the Relevant Facility Agent in accordance with Section 11.4(b)(i) is required to refund the whole (or a portion) of such excess amount to the Borrower, provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers’ acceptance (other than a Bankers’ Acceptance) issued or accepted by such Lender on behalf then each of the Borrower may be applied by such Lender other Relevant Lenders shall pay to such amounts owed by the Borrower to such Lender pursuant to such letter of credit or in respect of any such bankers’ acceptance without apportionment and (ii) these provisions do not apply to: (A) a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Lien which is a Permitted Encumbrance; (B) cash collateral provided, or the exercise of rights of counterclaim, set-off or banker’s lien or similar rights, in respect of account positioning arrangements Relevant Facility Agent for the Borrower and its Subsidiaries provided account of that Lender the whole (or that proportion) of the amount received by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of business; (C) any reduction in amounts owing to the Borrower or a Subsidiary upon the termination of Hedging Instruments entered into with the relevant Lender or its Affiliates; or (D) any payment to with a Lender is entitled it as a result of any credit derivative or other form of credit protection obtained by such Lender; (b) if, in the aforementioned circumstances, the Lender, through the exercise of a right, or the receipt of a secured claim described in Section 13.4(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations due to it hereunder which is greater than the proportion received by any other Lender distribution in respect of that excess amount made by the aggregate Obligations due Relevant Facility Agent pursuant to the Lenders (having regard to the respective Rateable Portions of the LendersSection 11.4(b)(ii), the Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for a participation (which shall be deemed to have been done simultaneously with receipt of such payment) in the outstanding Loans of the other Lender or Lenders so that their respective receipts shall be pro rata to their respective Rateable Portions; provided, however, that if all or part of such proportionately greater payment received by such purchasing Lender shall be recovered by or on behalf of the Borrower or any trustee, liquidator, receiver or receiver-manager or person with analogous powers from the purchasing Lender, such purchase shall be rescinded and the purchase price paid for such participation shall be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by it. Such Lender shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claims; and (c) if the Lender does, or is required to do, any act or thing permitted by Section 13.4(a) or (b) above, it shall promptly provide full particulars thereof to the Agent.

Redistribution of Payment. Each Lender agrees that: (a) if the Lender exercises any security against or right of counter-claim, set off or banker’s lien or similar right with respect to the property of the Borrower or if under any applicable bankruptcy, insolvency or other similar law it receives a secured claim and collateral for which it is, or is entitled to exercise any set-off against, a debt owed by it to the Borrower, the Lender shall apportion the amount thereof proportionately between: (i) such Lender’s Rateable Portion of all outstanding Obligations owing by the Borrower (including the face amounts at maturity of Bankers’ Acceptances accepted by the Lenders), which amounts shall be applied in accordance with Section 13.4(b); and (ii) amounts otherwise owed to such Lender by the Borrower, provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers’ acceptance (other than a Bankers’ Acceptance) issued or accepted by such Lender on behalf of the Borrower may be applied by such Lender to such amounts owed by the Borrower to such Lender pursuant to such letter of credit or in respect of any such bankers’ acceptance without apportionment and (ii) these provisions do not apply to: (A) a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Lien which is a Permitted Encumbrance; (B) cash collateral provided, or the exercise of rights of counterclaim, set-off or banker’s lien or similar rights, in respect of account positioning arrangements for the Borrower and its Subsidiaries provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of business; (C) any reduction in amounts owing to the Borrower or a Subsidiary upon the termination of Hedging Instruments entered into with the relevant Lender or its Affiliates; or (D) any payment to with a Lender is entitled as a result of any credit default swap, credit derivative or other form of credit protection obtained by such Lender; (b) if, in the aforementioned circumstances, the Lender, through the exercise of a right, or the receipt of a secured claim described in Section 13.4(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations due to the Lenders (having regard to the respective Rateable Portions of the Lenders), the Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for a participation (which shall be deemed to have been done simultaneously with receipt of such payment) in the outstanding Loans of the other Lender or Lenders so that their respective receipts shall be pro rata to their respective Rateable Portions; provided, however, that if all or part of such proportionately greater payment received by such purchasing Lender shall be recovered by or on behalf of the Borrower or any trustee, liquidator, receiver or receiver-manager or person with analogous powers from the purchasing Lender, such purchase shall be rescinded and the purchase price paid for such participation shall be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by it. Such Lender shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claims; and (c) if the Lender does, or is required to do, any act or thing permitted by Section 13.4(a) or (b) above, it shall promptly provide full particulars thereof to the Agent.

Redistribution of Payment. Each Lender agrees that: (a) If any Lender receives or recovers (whether by payment or combination of accounts or otherwise) an amount owed to it by a Borrower under this Agreement otherwise than through the Administrative Agent, then such Lender shall, within two Banking Days following such receipt or recovery, notify the Administrative Agent (who shall in turn notify the other Lenders) of such fact. (b) Subject to the other terms and conditions of this Agreement, if at any time the proportion which any Lender (a "Recovering Lender") has received or recovered (whether by payment or combination of accounts or otherwise) in respect of its portion of any payment to be made under this Agreement by a Borrower for the account of such Recovering Lender and one or more other Lenders is greater (the amount of the excess being in this Section 11.4 called the "excess amount") than the proportion thereof received or recovered by the Lender exercises any security against or right of counter-claimLenders receiving or recovering the smallest proportion thereof, set off or banker’s lien or similar right with respect to the property of the Borrower or if under any applicable bankruptcy, insolvency or other similar law it receives a secured claim and collateral for which it is, or is entitled to exercise any set-off against, a debt owed by it to the Borrower, the Lender shall apportion the amount thereof proportionately betweenthen: (i) the Recovering Lender shall, within two Banking Days following such Lender’s Rateable Portion of all outstanding Obligations owing by receipt or recovery, pay to the Borrower (including Administrative Agent an amount equal to the face amounts at maturity of Bankers’ Acceptances accepted by the Lenders), which amounts shall be applied in accordance with Section 13.4(b)excess amount; and (ii) amounts otherwise owed the Agent shall treat the amount received by it from the Recovering Lender pursuant to such Lender by the Borrower, provided that paragraph (i) any cash collateral account held above as if such amount had been received by it from such Lender as collateral for a letter of credit or bankers’ acceptance (other than a Bankers’ Acceptance) issued or accepted by such Lender on behalf of the Borrower may be applied by such Lender to such amounts owed by the Borrower to such Lender pursuant to such letter of credit or in respect of any such bankers’ acceptance without apportionment its obligations under this Agreement and (ii) these provisions do not apply to: (A) a right or claim which arises or exists in respect of a loan or other debt in respect of which shall pay the relevant Lender holds a Lien which is a Permitted Encumbrance; (B) cash collateral provided, or the exercise of rights of counterclaim, set-off or banker’s lien or similar rights, in respect of account positioning arrangements for the Borrower and its Subsidiaries provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of business; (C) any reduction in amounts owing same to the Borrower or a Subsidiary upon the termination of Hedging Instruments entered into with the relevant Lender or its Affiliates; or Persons entitled thereto (Dincluding such Recovering Lender) any payment to with a Lender is entitled as a result of any credit derivative or other form of credit protection obtained by such Lender; (b) if, in the aforementioned circumstances, the Lender, through the exercise of a right, or the receipt of a secured claim described in Section 13.4(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations due to the Lenders (having regard to the respective Rateable Portions of the Lenders), the Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for a participation (which shall be deemed to have been done simultaneously with receipt of such payment) in the outstanding Loans of the other Lender or Lenders so that their respective receipts shall be pro rata to their respective Rateable Portions; providedentitlements thereto in which event, howeverfor all purposes in connection herewith, that if all or part of such proportionately greater payment received by such purchasing the Recovering Lender shall be deemed only to have received or recovered by or on behalf from such Borrower that portion of the Borrower or any trustee, liquidator, receiver or receiver-manager or person with analogous powers from the purchasing Lender, such purchase shall be rescinded and the purchase price excess amount which is actually paid for such participation shall be returned to the extent of such recovery, but without interest unless Recovering Lender by the purchasing Lender is required Administrative Agent pursuant to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by it. Such Lender shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claims; and11.4(b)(ii). (c) if If a Lender that has paid an excess amount to the Lender does, or Administrative Agent in accordance with Section 11.4(b)(i) is required to do, any act refund the whole (or thing permitted by Section 13.4(aa portion) or (b) above, it shall promptly provide full particulars thereof of such excess amount to the AgentBorrower, then each of the other Lenders shall pay to the Administrative Agent for the account of that Lender the whole (or that proportion) of the amount received by it as a result of the distribution in respect of that excess amount made by the Administrative Agent pursuant to Section 11.4(b)(ii).

Redistribution of Payment. Each Lender agrees that: (a) if the Lender exercises any security against or right of counter-counter claim, set set-off or banker’s 's lien or similar right with respect to the property of the Borrower or any Subsidiary or if under any applicable bankruptcy, insolvency or other similar law it receives a secured claim and collateral for which it is, or is entitled to exercise any set-set off against, a debt owed by it to the BorrowerBorrower or any Subsidiary, the Lender shall apportion the amount thereof proportionately between: (i) such Lender’s Xxxxxx's Rateable Portion of all outstanding Obligations owing by the Borrower (including the face amounts at maturity of Bankers’ ' Acceptances accepted by the Lenders), which amounts shall be applied in accordance with Section 13.4(b15.4(b); and (ii) amounts otherwise owed to such Lender by the BorrowerBorrower and its Subsidiaries, provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers’ ' acceptance (other than a Bankers’ ' Acceptance) issued or accepted by such Lender on behalf of the Borrower or a Subsidiary which is Permitted Debt may be applied by such Lender to such amounts owed by the Borrower or a Subsidiary, as the case may be, to such Lender pursuant to such letter of credit or in respect of any such bankers’ ' acceptance without apportionment and (ii) these provisions do not apply to: (A) a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Lien Security Interest which is a Permitted Encumbrance; (B) cash collateral or Approved Securities provided, or the exercise of rights of counterclaim, set-off or banker’s 's lien or similar rights, in respect of account positioning arrangements Cash Management Arrangements for the Borrower and its Subsidiaries provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of businessSubsidiaries; (C) any reduction in amounts owing by a Lender (or its Hedging Affiliates) to the Borrower or a Subsidiary upon the termination of Hedging Lender Financial Instruments entered into with the relevant Lender (or its Hedging Affiliates); or (D) any payment to with which a Lender is entitled as a result of any credit default swap, credit derivative or other form of credit protection obtained by such Lender; (b) if, in the aforementioned circumstances, the Lender, through the exercise of a right, or the receipt of a secured claim described in Section 13.4(a15.4(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations due to the Lenders (having regard to the respective Rateable Portions of the Lenders), the Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for a participation (which shall be deemed to have been done simultaneously with receipt of such payment) in the outstanding Loans of the other Lender or Lenders so that their respective receipts shall be pro rata to their respective Rateable Portions; provided, however, that if all or part of such proportionately greater payment received by such purchasing Lender shall be recovered by or on behalf of the Borrower or any trustee, liquidator, receiver or receiver-receiver manager or person with analogous powers from the purchasing Lender, such purchase shall be rescinded and the purchase price paid for such participation shall be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by it. Such Lender shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claims; and (c) if the a Lender does, or is required to do, any act or thing permitted by Section 13.4(a15.4(a) or (b) above, it shall promptly provide full particulars thereof to the Agent.

Redistribution of Payment. Each Lender agrees that, subject to Section 15.6: (a) if the Lender If it exercises any security against or right of counter-claim, set off or banker’s off, bankers' lien or similar right with respect to the any property of the Borrower any Loan Party or if under any applicable bankruptcy, insolvency or other similar law Law it receives a secured claim and collateral claim, the security for which it is, or is entitled to exercise any set-off against, a debt owed by it to the BorrowerLoan Party, the Lender shall it will apportion the amount thereof proportionately between: (i) such Lender’s Rateable Portion of all amounts outstanding Obligations owing at the time owed by the Borrower (including the face amounts at maturity of Bankers’ Acceptances accepted by the Lenders)Loan Party to such Lender under this Agreement, which amounts shall will be applied in accordance with this Section 13.4(b)18.4; and (ii) amounts otherwise owed to such Lender it by the Borrowera Loan Party, provided that (i) any cash collateral account held by such Lender Xxxxxx as collateral for a letter of credit or bankers’ ' acceptance (other than including a Bankers’ ' Acceptance) issued or accepted by such Lender on behalf of the Borrower a Loan Party may be applied by such Lender to such amounts owed by the Borrower such Loan Party to such Lender pursuant to such letter of credit or in respect of any such bankers’ ' acceptance without apportionment and (ii) these provisions do not apply to: (A) a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Lien which is a Permitted Encumbrance; (B) cash collateral provided, or the exercise of rights of counterclaim, set-off or banker’s lien or similar rights, in respect of account positioning arrangements for the Borrower and its Subsidiaries provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of business; (C) any reduction in amounts owing to the Borrower or a Subsidiary upon the termination of Hedging Instruments entered into with the relevant Lender or its Affiliates; or (D) any payment to with a Lender is entitled as a result of any credit derivative or other form of credit protection obtained by such Lender;apportionment. (b) if, in the aforementioned circumstances, the LenderIf it receives, through the exercise of a right, right or the receipt of a secured claim described in Section 13.4(a18.4(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations principal, interest and fees due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations amount of principal, interest and fees due to in respect of the Lenders applicable Credit Facility (having regard to the respective Rateable Portions proportionate amounts advanced as Advances by each of the LendersLenders under the applicable Credit Facility), the Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for will purchase a participation (which shall will be deemed to have been done simultaneously with receipt of such payment) in that portion of the outstanding Loans applicable Credit Facility of the other Lender or Lenders so that their respective receipts shall will be pro rata to their respective Rateable Portions; provided, howeverprovided however that, that if all or part of such proportionately greater payment received by such purchasing Lender shall be is otherwise recovered by or on behalf of the Borrower or any trustee, liquidator, receiver or receiver-manager or person with analogous powers from the purchasing Lenderit, such purchase shall will be rescinded and the purchase price paid for such participation shall will be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by itinterest. Such Lender shall will exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 18.4 to share in the benefits of any recovery on such secured claims; and. (c) if the Lender does, or is required to do, If it does any act or thing permitted by Section 13.4(a18.4(a) or (b) above18.4(b), it shall will promptly provide full particulars thereof to the Agent. (d) Except as permitted under Section 18.4(a) or 18.4(b), no Lender will be entitled to exercise any right of counter-claim, set off, bankers' lien or similar right without the prior written consent of the other Lenders.

Redistribution of Payment. Each Lender agrees that: (a) if the Lender it exercises any security against or right of counter-counter claim, set set-off or banker’s lien or similar right with respect to the property of the a Borrower or any Subsidiary thereof or if under any applicable bankruptcy, insolvency or other similar law it receives a secured claim and collateral for which it is, or is entitled to exercise any set-off against, a debt owed by it to the Borrowera Borrower or any Subsidiary thereof, the Lender it shall apportion the amount thereof proportionately between: (i) such LenderXxxxxx’s Rateable Portion of all outstanding Obligations owing by the such Borrower (including the face amounts at maturity of Bankers’ Acceptances accepted by the Lenders), which amounts shall be applied in accordance with Section 13.4(b15.4(b); and (ii) amounts otherwise owed to such Lender by the Borrowersuch Borrower and its Subsidiaries, provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers’ acceptance (other than a Bankers’ Acceptance) issued or accepted by such Lender on behalf of the a Borrower or a Subsidiary thereof which is secured by a Permitted Encumbrance may be applied by such Lender to such amounts owed by such Borrower or a Subsidiary thereof, as the Borrower case may be, to such Lender pursuant to such letter of credit or in respect of any such bankers’ acceptance without apportionment and (ii) these provisions do not apply to: (A) a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Lien Security Interest which is a Permitted Encumbrance; (B) cash collateral or Collateral Investments provided, or the exercise of rights of counterclaim, set-off or banker’s lien or similar rights, in respect of account positioning arrangements Cash Management Arrangements for the such Borrower and its Subsidiaries provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of businessSubsidiaries; (C) any reduction in amounts owing by a Lender (or its Hedging Affiliates) to the such Borrower or a Subsidiary thereof upon the termination of Hedging Lender Financial Instruments entered into with the relevant Lender (or its Hedging Affiliates); or (D) any payment to with which a Lender is entitled as a result of any credit default swap, credit derivative or other form of credit protection obtained by such Lender; (b) if, in the aforementioned circumstances, the a Lender, through the exercise of a right, or the receipt of a secured claim described in Section 13.4(a15.4(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations due to the Lenders (having regard to the respective Rateable Portions of the Lenders), the such Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for a participation (which shall be deemed to have been done simultaneously with receipt of such payment) in the outstanding Loans of the other Lender or Lenders so that their respective receipts shall be pro rata to their respective Rateable Portions; provided, however, that if all or part of such proportionately greater payment received by such purchasing Lender shall be recovered by or on behalf of the a Borrower or any trustee, liquidator, receiver or receiver-receiver manager or person Person with analogous powers from the purchasing Lender, such purchase shall be rescinded and the purchase price paid for such participation shall be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by it. Such Lender shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claims; and (c) if the a Lender does, or is required to do, any act or thing permitted by Section 13.4(a15.4(a) or (b15.4(b) above, it shall promptly provide full particulars thereof to the Agent.

Redistribution of Payment. Each Lender agrees that: (a) if the Lender exercises any security against or right of counter-claim, set off or banker’s lien or similar right with respect to the property of the a Borrower or if under any applicable bankruptcy, insolvency or other similar law it receives a secured claim and collateral for which it is, or is entitled to exercise any set-off against, a debt owed by it to the a Borrower, the Lender shall apportion the amount thereof proportionately between: (i) such Lender’s Rateable Portion of all outstanding Obligations owing by the such Borrower (including the face amounts at maturity of Bankers’ Acceptances accepted by the Lenders), which amounts shall be applied in accordance with Section 13.4(b14.4(b); and (ii) amounts otherwise owed to such Lender by the such Borrower, provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers’ acceptance (other than a Bankers’ Acceptance) issued or accepted by such Lender on behalf of the a Borrower may be applied by such Lender to such amounts owed by the such Borrower to such Lender pursuant to such letter of credit or in respect of any such bankers’ acceptance without apportionment and (ii) these provisions do not apply to: (A) to a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Lien Security Interest which is a Permitted Encumbrance; (B) cash collateral provided, or the exercise of rights of counterclaim, set-off or banker’s lien or similar rights, in respect of account positioning arrangements for the Borrower and its Subsidiaries provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of business; (C) any reduction in amounts owing to the Borrower or a Subsidiary upon the termination of Hedging Instruments entered into with the relevant Lender or its Affiliates; or (D) any payment to with a Lender is entitled as a result of any credit derivative or other form of credit protection obtained by such Lender; (b) if, in the aforementioned circumstances, the Lender, through the exercise of a right, or the receipt of a secured claim described in Section 13.4(a14.4(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations due to the Lenders (having regard to the respective Rateable Portions of the Lenders), the Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for a participation (which shall be deemed to have been done simultaneously with receipt of such payment) in the outstanding Loans of the other Lender or Lenders so that their respective receipts shall be pro rata to their respective Rateable Portions; provided, however, that if all or part of such proportionately greater payment received by such purchasing Lender shall be recovered by or on behalf of the a Borrower or any trustee, liquidator, receiver or receiver-manager or person with analogous powers from the purchasing Lender, such purchase shall be rescinded and the purchase price paid for such participation shall be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by it. Such Lender shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claims; and (c) if the Lender does, or is required to do, any act or thing permitted by Section 13.4(a14.4(a) or (b) above, it shall promptly provide full particulars thereof to the applicable Agent.

Redistribution of Payment. Each Lender agrees that, subject to Section 14.4: (a) if the Lender If it exercises any security against or right of counter-claim, set off or banker’s off, bankers’ lien or similar right with respect to the any property of the Borrower any Loan Party or if under any applicable bankruptcy, insolvency or other similar law Law it receives a secured claim and collateral claim, the security for which it is, or is entitled to exercise any set-off against, a debt owed by it to the BorrowerLoan Party, the Lender shall it will apportion the amount thereof proportionately between: (i) such Lender’s Rateable Portion of all amounts outstanding Obligations owing at the time owed by the Borrower (including the face amounts at maturity of Bankers’ Acceptances accepted by the Lenders)Loan Party to such Lender under this Agreement, which amounts shall will be applied in accordance with this Section 13.4(b)17.4; and (ii) amounts otherwise owed to such Lender it by the Borrowera Loan Party, provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers’ acceptance (other than a Bankers’ Acceptance) issued or accepted by such Lender on behalf of the Borrower a Loan Party may be applied by such Lender to such amounts owed by the Borrower any Loan Party to such Lender pursuant to such letter of credit or in respect of any such bankers’ acceptance without apportionment and (ii) these provisions do not apply to: (A) a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Lien which is a Permitted Encumbrance; (B) cash collateral provided, or the exercise of rights of counterclaim, set-off or banker’s lien or similar rights, in respect of account positioning arrangements for the Borrower and its Subsidiaries provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of business; (C) any reduction in amounts owing to the Borrower or a Subsidiary upon the termination of Hedging Instruments entered into with the relevant Lender or its Affiliates; or (D) any payment to with a Lender is entitled as a result of any credit derivative or other form of credit protection obtained by such Lender;apportionment. (b) if, in the aforementioned circumstances, the LenderIf it receives, through the exercise of a right, right or the receipt of a secured claim described in Section 13.4(a17.4(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations principal, interest and fees due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations amount of principal, interest and fees due to in respect of the Lenders applicable Credit Facility (having regard to the respective Rateable Portions proportionate amounts advanced as Advances by each of the LendersLenders under the applicable Credit Facility), the Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for will purchase a participation (which shall will be deemed to have been done simultaneously with receipt of such payment) in that portion of the outstanding Loans applicable Credit Facility of the other Lender or Lenders so that their respective receipts shall will be pro rata to their respective Rateable Portions; provided, howeverprovided however that, that if all or part of such proportionately greater payment received by such purchasing Lender shall be is otherwise recovered by or on behalf of the Borrower or any trustee, liquidator, receiver or receiver-manager or person with analogous powers from the purchasing Lenderit, such purchase shall will be rescinded and the purchase price paid for such participation shall will be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by itinterest. Such Lender shall will exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 17.4 to share in the benefits of any recovery on such secured claims; and. (c) if the Lender does, or is required to do, If it does any act or thing permitted by Section 13.4(aSections 17.4(a) or (b) above17.4(b), it shall will promptly provide full particulars thereof to the Agent. (d) Except as permitted under Sections 17.4(a) or 17.4(b), no Lender will be entitled to exercise any right of counter-claim, set off, bankers’ lien or similar right without the prior written consent of the other Lenders. (e) Notwithstanding anything else in this Section 17.4, any amounts which are lawfully received by any Swap Lender under a Swap Document prior to the delivery by the Agent of a declaration of all Obligations becoming due pursuant to Section 14.2 are not required to be shared pursuant to the provisions of this Section 17.4.

Redistribution of Payment. Each Lender agrees that: (a) if the Lender exercises any security against or right of counter-counter claim, set set-off or banker’s lien or similar right with respect to the property of the Borrower or any Subsidiary or if under any applicable bankruptcy, insolvency or other similar law it receives a secured claim and collateral for which it is, or is entitled to exercise any set-set off against, a debt owed by it to the BorrowerBorrower or any Subsidiary, the Lender shall apportion the amount thereof proportionately between: (i) such LenderXxxxxx’s Rateable Portion of all outstanding Obligations owing by the Borrower (including the face amounts at maturity of Bankers’ Acceptances accepted by the Lenders), which amounts shall be applied in accordance with Section 13.4(b15.4(b); and (ii) amounts otherwise owed to such Lender by the BorrowerBorrower and its Subsidiaries, provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers’ acceptance (other than a Bankers’ Acceptance) issued or accepted by such Lender on behalf of the Borrower or a Subsidiary which is Permitted Debt may be applied by such Lender to such amounts owed by the Borrower or a Subsidiary, as the case may be, to such Lender pursuant to such letter of credit or in respect of any such bankers’ acceptance without apportionment and (ii) these provisions do not apply to: (A) a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Lien Security Interest which is a Permitted Encumbrance; (B) cash collateral or Approved Securities provided, or the exercise of rights of counterclaim, set-off or banker’s lien or similar rights, in respect of account positioning arrangements Cash Management Arrangements for the Borrower and its Subsidiaries provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of businessSubsidiaries; (C) any reduction in amounts owing by a Lender (or its Hedging Affiliates) to the Borrower or a Subsidiary upon the termination of Hedging Lender Financial Instruments entered into with the relevant Lender (or its Hedging Affiliates); or (D) any payment to with which a Lender is entitled as a result of any credit default swap, credit derivative or other form of credit protection obtained by such Lender; (b) if, in the aforementioned circumstances, the Lender, through the exercise of a right, or the receipt of a secured claim described in Section 13.4(a15.4(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations due to the Lenders (having regard to the respective Rateable Portions of the Lenders), the Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for a participation (which shall be deemed to have been done simultaneously with receipt of such payment) in the outstanding Loans of the other Lender or Lenders so that their respective receipts shall be pro rata to their respective Rateable Portions; provided, however, that if all or part of such proportionately greater payment received by such purchasing Lender shall be recovered by or on behalf of the Borrower or any trustee, liquidator, receiver or receiver-receiver manager or person with analogous powers from the purchasing Lender, such purchase shall be rescinded and the purchase price paid for such participation shall be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by it. Such Lender shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claims; and (c) if the a Lender does, or is required to do, any act or thing permitted by Section 13.4(a15.4(a) or (b) above, it shall promptly provide full particulars thereof to the Agent.

Redistribution of Payment. Each Lender agrees that, subject to Section 13.3: (a) if the Lender If it exercises any security against or right of counter-claim, set off or banker’s off, bankers’ lien or similar right with respect to the any property of the Borrower any Loan Party or if under any applicable bankruptcy, insolvency or other similar law Law it receives a secured claim and collateral claim, the security for which it is, or is entitled to exercise any set-off against, a debt owed by it to the Borrowerany Loan Party, the Lender shall it will apportion the amount thereof proportionately between: (i) amounts outstanding at such Lender’s Rateable Portion of all outstanding Obligations owing time owed by the Borrower (including the face amounts at maturity of Bankers’ Acceptances accepted by the Lenders)Loan Party to such Lender under this Agreement, which amounts shall will be applied in accordance with this Section 13.4(b)16.4; and (ii) amounts otherwise owed to such Lender it by the Borrowera Loan Party, provided that (i) any cash collateral account held by such Lender Xxxxxx as collateral for a letter of credit or bankers’ acceptance (other than a Bankers’ Acceptance) issued or accepted by such Lender on behalf of the Borrower a Loan Party may be applied by such Lender to such amounts owed by the Borrower such Loan Party to such Lender pursuant to such letter of credit or in respect of any such bankers’ acceptance without apportionment and (ii) these provisions do not apply to: (A) a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Lien which is a Permitted Encumbrance; (B) cash collateral provided, or the exercise of rights of counterclaim, set-off or banker’s lien or similar rights, in respect of account positioning arrangements for the Borrower and its Subsidiaries provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of business; (C) any reduction in amounts owing to the Borrower or a Subsidiary upon the termination of Hedging Instruments entered into with the relevant Lender or its Affiliates; or (D) any payment to with a Lender is entitled as a result of any credit derivative or other form of credit protection obtained by such Lender;apportionment. (b) if, in the aforementioned circumstances, the LenderIf it receives, through the exercise of a right, right or the receipt of a secured claim described in Section 13.4(a16.4(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations principal, interest and fees due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations amount of principal, interest and fees due to the Lenders in respect of a Credit Facility (having regard to the respective Rateable Portions proportionate amounts advanced as Advances by each of the LendersLenders under such Credit Facility), the Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for will purchase a participation (which shall will be deemed to have been done simultaneously with receipt of such payment) in that portion of the outstanding Loans applicable Credit Facility of the other Lender or Lenders so that their respective receipts shall will be pro rata to their respective Rateable Portions; provided, howeverprovided however that, that if all or part of such proportionately greater payment received by such purchasing Lender shall be is otherwise recovered by or on behalf of the Borrower or any trustee, liquidator, receiver or receiver-manager or person with analogous powers from the purchasing Lenderit, such purchase shall will be rescinded and the purchase price paid for such participation shall will be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by itinterest. Such Lender shall will exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 16.4 to share in the benefits of any recovery on such secured claims; and. (c) if the Lender does, or is required to do, If it does any act or thing permitted by Section 13.4(aSections 16.4(a) or (b) above16.4(b), it shall will promptly provide full particulars thereof to the Agent. (d) Except as permitted under Sections 16.4(a) or 16.4(b), no Lender will be entitled to exercise any right of counter-claim, set off, bankers’ lien or similar right without the prior written consent of the other Lenders. (e) Notwithstanding anything else in this Section 16.4, any amounts which are lawfully received by any Swap Lender under a Swap Document prior to the delivery by the Agent of a declaration of all Obligations becoming due pursuant to Section 13.1 are not required to be shared pursuant to the provisions of this Section 16.4.

Redistribution of Payment. Each Lender agrees that: (a) if the Lender it exercises any security against or right of counter-counter claim, set set-off or banker’s lien or similar right with respect to the property of the a Borrower or any Subsidiary thereof or if under any applicable bankruptcy, insolvency or other similar law it receives a secured claim and collateral for which it is, or is entitled to exercise any set-off against, a debt owed by it to the Borrowera Borrower or any Subsidiary thereof, the Lender it shall apportion the amount thereof proportionately between: (i) such LenderXxxxxx’s Rateable Portion of all outstanding Obligations owing by the Borrower (including the face amounts at maturity of Bankers’ Acceptances accepted by the Lenders)such Borrower, which amounts shall be applied in accordance with Section 13.4(b14.4(b); and (ii) amounts otherwise owed to such Lender by the Borrowersuch Borrower and its Subsidiaries, provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers’ acceptance (other than a Bankers’ Acceptance) issued or accepted by such Lender on behalf of the a Borrower or a Subsidiary thereof which is secured by a Permitted Encumbrance may be applied by such Lender to such amounts owed by such Borrower or a Subsidiary thereof, as the Borrower case may be, to such Lender pursuant to such letter of credit or in respect of any such bankers’ acceptance without apportionment and (ii) these provisions do not apply to: (A) a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Lien Security Interest which is a Permitted Encumbrance; (B) cash collateral provided, or the exercise of rights of counterclaim, set-off or banker’s lien or similar rights, in respect of account positioning arrangements Cash Management Arrangements for the such Borrower and its Subsidiaries provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of businessSubsidiaries; (C) any reduction in amounts owing by a Lender (or its Hedging Affiliates) to the such Borrower or a Subsidiary thereof upon the termination of Hedging Lender Financial Instruments entered into with the relevant Lender (or its Hedging Affiliates); or (D) any payment to with which a Lender is entitled as a result of any credit default swap, credit derivative or other form of credit protection obtained by such Lender; (b) if, in the aforementioned circumstances, the a Lender, through the exercise of a right, or the receipt of a secured claim described in Section 13.4(a14.4(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations due to the Lenders (having regard to the respective Rateable Portions of the Lenders), the such Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for a participation (which shall be deemed to have been done simultaneously with receipt of such payment) in the outstanding Loans of the other Lender or Lenders so that their respective receipts shall be pro rata to their respective Rateable Portions; provided, however, that if all or part of such proportionately greater payment received by such purchasing Lender shall be recovered by or on behalf of the a Borrower or any trustee, liquidator, receiver or receiver-receiver manager or person Person with analogous powers from the purchasing Lender, such purchase shall be rescinded and the purchase price paid for such participation shall be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by it. Such Lender shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claims; and (c) if the a Lender does, or is required to do, any act or thing permitted by Section 13.4(a14.4(a) or (b14.4(b) above, it shall promptly provide full particulars thereof to the Agent.

Redistribution of Payment. Each Lender agrees that: (a) if the Lender If it exercises any security against or right of counter-claim, set off or banker’s off, bankers’ lien or similar right with respect to the any property of the Borrower or if under any applicable bankruptcy, insolvency or other similar law Law it receives a secured claim and collateral claim, the security for which it is, or is entitled to exercise any set-off against, a debt owed by it to the Borrower, the Lender shall it will apportion the amount thereof proportionately between: (i) amounts outstanding at such Lender’s Rateable Portion of all outstanding Obligations owing time owed by the Borrower (including the face amounts at maturity of Bankers’ Acceptances accepted by the Lenders)to such Lender under this Agreement, which amounts shall will be applied in accordance with this Section 13.4(b)19.4; and (ii) amounts otherwise owed to such Lender it by the Borrower, provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers’ acceptance (other than including a Bankers’ Acceptance) issued or accepted by such Lender on behalf of the Borrower may be applied by such Lender to such amounts owed by the Borrower to such Lender pursuant to such letter of credit or in respect of any such bankers’ acceptance without apportionment and (ii) these provisions do not apply to: (A) a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Lien which is a Permitted Encumbrance; (B) cash collateral provided, or the exercise of rights of counterclaim, set-off or banker’s lien or similar rights, in respect of account positioning arrangements for the Borrower and its Subsidiaries provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of business; (C) any reduction in amounts owing to the Borrower or a Subsidiary upon the termination of Hedging Instruments entered into with the relevant Lender or its Affiliates; or (D) any payment to with a Lender is entitled as a result of any credit derivative or other form of credit protection obtained by such Lender;apportionment. (b) if, in the aforementioned circumstances, the LenderIf it receives, through the exercise of a right, right or the receipt of a secured claim described in Section 13.4(a19.4(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations principal, interest and fees due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations amount of principal, interest and fees due to in respect of the Lenders Credit Facilities (having regard to the respective Rateable Portions proportionate amounts advanced as Advances by each of the Lenders), the Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for will purchase a participation (which shall will be deemed to have been done simultaneously with receipt of such payment) in that portion of the outstanding Loans Extendible Revolving Loan or Term Loan, as applicable, of the other Lender or Lenders so that their respective receipts shall will be pro rata to their respective Rateable Portions; provided, howeverprovided however that, that if all or part of such proportionately greater payment received by such purchasing Lender shall will be recovered by or on behalf of the Borrower or any trustee, liquidator, receiver or receiver-manager or person with analogous powers from the purchasing Lenderrecovered, such purchase shall will be rescinded and the purchase price paid for such participation shall will be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by itinterest. Such Lender shall will exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 19.4 to share in the benefits of any recovery on such secured claims; and. (c) if the Lender does, or is required to do, If it does any act or thing permitted by Section 13.4(aSections 19.4(a) or (b) above), it shall will promptly provide full particulars thereof to the Agent. (d) Except as permitted under Sections 19.4(a) or (b), no Lender will be entitled to exercise any right of counter-claim, set off, bankers’ lien or similar right without the prior written consent of the other Lenders.

Redistribution of Payment. Each Lender agrees that: (a) if the such Lender exercises any security against or right of counter-claim, set off or banker’s lien or similar right with respect to the property of the Borrower or if under any applicable bankruptcy, insolvency or other similar law it receives a secured claim and collateral for which it is, or is entitled to exercise any set-off against, a debt owed by it to the Borrower, the such Lender shall apportion the amount thereof proportionately between: (i) such Lender’s Rateable Portion of all outstanding Obligations owing by the Borrower (including the face amounts at maturity of Bankers’ Acceptances accepted by the Lenders), which amounts shall be applied in accordance with Section 13.4(b); and (ii) amounts otherwise owed to such Lender by the Borrower, provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers’ acceptance (other than a Bankers’ Acceptance) issued or accepted by such Lender on behalf of the Borrower may be applied by such Lender to such amounts owed by the Borrower to such Lender pursuant to such letter of credit or in respect of any such bankers’ acceptance without apportionment and (ii) these provisions do not apply to: (Aiii) a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Lien Security Interest which is a Permitted Encumbrance; (Biv) cash collateral provided, or the exercise of rights of counterclaim, set-off or banker’s lien or similar rights, in respect of account positioning arrangements for the Borrower and its Subsidiaries provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of business; (C) any reduction in amounts owing to the Borrower or a Subsidiary upon the termination of Hedging Instruments entered into with the relevant Lender or its Affiliates; or (Dv) any payment to with which a Lender is entitled as a result of any credit derivative or other form of credit protection obtained by such Lender; (b) if, in the aforementioned circumstances, the such Lender, through the exercise of a right, or the receipt of a secured claim described in Section 13.4(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations due to the Lenders (having regard to the respective Rateable Portions of the Lenders), the such Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for a participation (which shall be deemed to have been done simultaneously with receipt of such payment) in the outstanding Loans of the other Lender or Lenders so that their respective receipts shall be pro rata to their respective Rateable Portions; provided, however, that if all or part of such proportionately greater payment received by such purchasing Lender shall be recovered by or on behalf of the Borrower or any trustee, liquidator, receiver or receiver-manager or person with analogous powers from the purchasing Lender, such purchase shall be rescinded and the purchase price paid for such participation shall be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by it. Such Lender shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claims; and (c) if the such Lender does, or is required to do, any act or thing permitted by Section 13.4(a) or (b) above, it shall promptly provide full particulars thereof to the Agent.

Redistribution of Payment. Each Lender agrees that: (a) if the Lender it exercises any security against or right of counter-counter claim, set set-off or banker’s 's lien or similar right with respect to the property of the a Borrower or any Subsidiary thereof or if under any applicable bankruptcy, insolvency or other similar law it receives a secured claim and collateral for which it is, or is entitled to exercise any set-off against, a debt owed by it to the Borrowera Borrower or any Subsidiary thereof, the Lender it shall apportion the amount thereof proportionately between: (i) such Lender’s 's Rateable Portion of all outstanding Obligations owing by the such Borrower (including the face amounts at maturity of Bankers’ ' Acceptances accepted by the Lenders), which amounts shall be applied in accordance with Section 13.4(b15.4(b); and (ii) amounts otherwise owed to such Lender by the Borrowersuch Borrower and its Subsidiaries, provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers’ ' acceptance (other than a Bankers’ ' Acceptance) issued or accepted by such Lender on behalf of the a Borrower or a Subsidiary thereof which is secured by a Permitted Encumbrance may be applied by such Lender to such amounts owed by such Borrower or a Subsidiary thereof, as the Borrower case may be, to such Lender 31150487.8 pursuant to such letter of credit or in respect of any such bankers’ ' acceptance without apportionment and (ii) these provisions do not apply to: (A) a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Lien Security Interest which is a Permitted Encumbrance; (B) cash collateral or Collateral Investments provided, or the exercise of rights of counterclaim, set-off or banker’s 's lien or similar rights, in respect of account positioning arrangements Cash Management Arrangements for the such Borrower and its Subsidiaries provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of businessSubsidiaries; (C) any reduction in amounts owing by a Lender (or its Hedging Affiliates) to the such Borrower or a Subsidiary thereof upon the termination of Hedging Lender Financial Instruments entered into with the relevant Lender (or its Hedging Affiliates); or (D) any payment to with which a Lender is entitled as a result of any credit default swap, credit derivative or other form of credit protection obtained by such Lender; (b) if, in the aforementioned circumstances, the a Lender, through the exercise of a right, or the receipt of a secured claim described in Section 13.4(a15.4(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations due to the Lenders (having regard to the respective Rateable Portions of the Lenders), the such Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for a participation (which shall be deemed to have been done simultaneously with receipt of such payment) in the outstanding Loans of the other Lender or Lenders so that their respective receipts shall be pro rata to their respective Rateable Portions; provided, however, that if all or part of such proportionately greater payment received by such purchasing Lender shall be recovered by or on behalf of the a Borrower or any trustee, liquidator, receiver or receiver-receiver manager or person with analogous powers from the purchasing Lender, such purchase shall be rescinded and the purchase price paid for such participation shall be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by it. Such Lender shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claims; and (c) if the a Lender does, or is required to do, any act or thing permitted by Section 13.4(a15.4(a) or (b) above, it shall promptly provide full particulars thereof to the Agent.. 31150487.8

Redistribution of Payment. Each Lender agrees that, subject to Section 14.4: (a) if the Lender If it exercises any security against or right of counter-claim, set off or banker’s off, bankers’ lien or similar right with respect to the any property of the Borrower any Loan Party or if under any applicable bankruptcy, insolvency or other similar law Law it receives a secured claim and collateral claim, the security for which it is, or is entitled to exercise any set-off against, a debt owed by it to the BorrowerLoan Party, the Lender shall it will apportion the amount thereof proportionately between: (i) such Lender’s Rateable Portion of all amounts outstanding Obligations owing at the time owed by the Borrower (including the face amounts at maturity of Bankers’ Acceptances accepted by the Lenders)Loan Party to such Lender under this Agreement, which amounts shall will be applied in accordance with this Section 13.4(b)17.4; and (ii) amounts otherwise owed to such Lender it by the Borrowera Loan Party, provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers’ acceptance (other than including a Bankers’ Acceptance) issued or accepted by such Lender on behalf of the Borrower a Loan Party may be applied by such Lender to such amounts owed by the Borrower any Loan Party to such Lender pursuant to such letter of credit or in respect of any such bankers’ acceptance without apportionment and (ii) these provisions do not apply to: (A) a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Lien which is a Permitted Encumbrance; (B) cash collateral provided, or the exercise of rights of counterclaim, set-off or banker’s lien or similar rights, in respect of account positioning arrangements for the Borrower and its Subsidiaries provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of business; (C) any reduction in amounts owing to the Borrower or a Subsidiary upon the termination of Hedging Instruments entered into with the relevant Lender or its Affiliates; or (D) any payment to with a Lender is entitled as a result of any credit derivative or other form of credit protection obtained by such Lender;apportionment. (b) if, in the aforementioned circumstances, the LenderIf it receives, through the exercise of a right, right or the receipt of a secured claim described in Section 13.4(a17.4(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations principal, interest and fees due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations amount of principal, interest and fees due to in respect of the Lenders applicable Credit Facility (having regard to the respective Rateable Portions proportionate amounts advanced as Advances by each of the LendersLenders under the applicable Credit Facility), the Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for will purchase a participation (which shall will be deemed to have been done simultaneously with receipt of such payment) in that portion of the outstanding Loans applicable Credit Facility of the other Lender or Lenders so that their respective receipts shall will be pro rata to their respective Rateable Portions; provided, howeverprovided however that, that if all or part of such proportionately greater payment received by such purchasing Lender shall be is otherwise recovered by or on behalf of the Borrower or any trustee, liquidator, receiver or receiver-manager or person with analogous powers from the purchasing Lenderit, such purchase shall will be rescinded and the purchase price paid for such participation shall will be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by itinterest. Such Lender shall will exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 17.4 to share in the benefits of any recovery on such secured claims; and. (c) if the Lender does, or is required to do, If it does any act or thing permitted by Section 13.4(aSections 17.4(a) or (b) above17.4(b), it shall will promptly provide full particulars thereof to the Agent. (d) Except as permitted under Sections 17.4(a) or 17.4(b), no Lender will be entitled to exercise any right of counter-claim, set off, bankers’ lien or similar right without the prior written consent of the other Lenders. (e) Notwithstanding anything else in this Section 17.4, any amounts which are lawfully received by any Swap Lender under a Swap Document prior to the delivery by the Agent of a declaration of all Obligations becoming due pursuant to Section 14.2 are not required to be shared pursuant to the provisions of this Section 17.4.

Redistribution of Payment. Each Lender agrees that: (a) if the Lender If it exercises any security against or right of counter-claim, set off or banker’s off, bankers’ lien or similar right with respect to the any property of the Borrower or if under any applicable bankruptcy, insolvency or other similar law Law it receives a secured claim and collateral claim, the security for which it is, or is entitled to exercise any set-off against, a debt owed by it to the Borrower, the Lender shall it will apportion the amount thereof proportionately between: (i) amounts outstanding at such Lender’s Rateable Portion of all outstanding Obligations owing time owed by the Borrower (including the face amounts at maturity of Bankers’ Acceptances accepted by the Lenders)to such Lender under this Agreement, which amounts shall will be applied in accordance with this Section 13.4(b)22.4; and (ii) amounts otherwise owed to such Lender it by the Borrower, provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers’ acceptance (other than including a Bankers’ Acceptance) issued or accepted by such Lender on behalf of the Borrower may be applied by such Lender to such amounts owed by the Borrower to such Lender pursuant to such letter of credit or in respect of any such bankers’ acceptance without apportionment and (ii) these provisions do not apply to: (A) a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Lien which is a Permitted Encumbrance; (B) cash collateral provided, or the exercise of rights of counterclaim, set-off or banker’s lien or similar rights, in respect of account positioning arrangements for the Borrower and its Subsidiaries provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of business; (C) any reduction in amounts owing to the Borrower or a Subsidiary upon the termination of Hedging Instruments entered into with the relevant Lender or its Affiliates; or (D) any payment to with a Lender is entitled as a result of any credit derivative or other form of credit protection obtained by such Lender;apportionment. (b) if, in the aforementioned circumstances, the LenderIf it receives, through the exercise of a right, right or the receipt of a secured claim described in Section 13.4(aparagraph (a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations principal, interest and fees due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations amount of principal, interest and fees due to in respect of the Lenders Credit Facility (having regard to the respective Rateable Portions proportionate amounts advanced as Advances by each of the Lenders), the Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for will purchase a participation (which shall will be deemed to have been done simultaneously with receipt of such payment) in that portion of the outstanding Loans Credit Facility of the other Lender or Lenders so that their respective receipts shall will be pro rata to their respective Rateable Portions; provided, howeverprovided however that, that if all or part of such proportionately greater payment received by such purchasing Lender shall will be recovered by or on behalf of the Borrower or any trustee, liquidator, receiver or receiver-manager or person with analogous powers from the purchasing Lenderrecovered, such purchase shall will be rescinded and the purchase price paid for such participation shall will be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by itinterest. Such Lender shall will exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 22.4 to share in the benefits of any recovery on such secured claims; and. (c) if the Lender does, or is required to do, If it does any act or thing permitted by Section 13.4(aparagraphs (a) or (b) above, it shall will promptly provide full particulars thereof to the Agent. (d) Except as permitted under paragraphs (a), (b) and (c) above, no Lender will be entitled to exercise any right of counter-claim, set off, bankers’ lien or similar right without the prior consent of the other Lenders.

Redistribution of Payment. Each Lender agrees that: (a) If any Lender receives or recovers (whether by payment or combination of accounts or otherwise) an amount owed to it by a Borrower under this Agreement otherwise than through the Administrative Agent, then such Lender shall, within two Banking Days following such receipt or recovery, notify the Administrative Agent (who shall in turn notify the other Lenders) of such fact. (b) Subject to the other terms and conditions of this Agreement, if at any time the proportion which any Lender (a "RECOVERING LENDER") has received or recovered (whether by payment or combination of accounts or otherwise) in respect of its portion of any payment to be made under this Agreement by a Borrower for the account of such Recovering Lender and one or more other Lenders is greater (the amount of the excess being herein called the "EXCESS AMOUNT") than the proportion thereof received or recovered by the Lender exercises any security against or right of counter-claimLenders receiving or recovering the smallest proportion thereof, set off or banker’s lien or similar right with respect to the property of the Borrower or if under any applicable bankruptcy, insolvency or other similar law it receives a secured claim and collateral for which it is, or is entitled to exercise any set-off against, a debt owed by it to the Borrower, the Lender shall apportion the amount thereof proportionately betweenthen: (i) the Recovering Lender shall, within two Banking Days following such Lender’s Rateable Portion of all outstanding Obligations owing by receipt or recovery, pay to the Borrower (including Administrative Agent an amount equal to the face amounts at maturity of Bankers’ Acceptances accepted by the Lenders), which amounts shall be applied in accordance with Section 13.4(b)excess amount; and (ii) amounts otherwise owed the Administrative Agent shall treat the amount received by it from the Recovering Lender pursuant to paragraph (i) above as if such amount had been received by it from such Borrower pursuant to its obligations under this Agreement and shall pay the same to the Persons entitled thereto (including such Recovering Lender) PRO RATA to their respective entitlements thereto in which event, for all purposes in connection herewith, the Recovering Lender shall be deemed only to have received or recovered from such Borrower that portion of the excess amount which is actually paid to the Recovering Lender by the Administrative Agent pursuant to this Section 9.4(b)(ii). (c) If a Lender that has paid an excess amount to the Administrative Agent in accordance with Section 9.4(b)(i) is required to refund the whole (or a portion) of such excess amount to the Borrower, provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers’ acceptance (other than a Bankers’ Acceptance) issued or accepted by such Lender on behalf then each of the Borrower may be applied by such Lender other Lenders shall pay to such amounts owed by the Borrower to such Lender pursuant to such letter of credit or in respect of any such bankers’ acceptance without apportionment and (ii) these provisions do not apply to: (A) a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Lien which is a Permitted Encumbrance; (B) cash collateral provided, or the exercise of rights of counterclaim, set-off or banker’s lien or similar rights, in respect of account positioning arrangements Administrative Agent for the Borrower and its Subsidiaries provided account of that Lender the whole (or that proportion) of the amount received by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of business; (C) any reduction in amounts owing to the Borrower or a Subsidiary upon the termination of Hedging Instruments entered into with the relevant Lender or its Affiliates; or (D) any payment to with a Lender is entitled it as a result of any credit derivative or other form of credit protection obtained by such Lender; (b) if, in the aforementioned circumstances, the Lender, through the exercise of a right, or the receipt of a secured claim described in Section 13.4(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations due to it hereunder which is greater than the proportion received by any other Lender distribution in respect of that excess amount made by the aggregate Obligations due Administrative Agent pursuant to the Lenders (having regard to the respective Rateable Portions of the LendersSection 9.4(b)(ii), the Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for a participation (which shall be deemed to have been done simultaneously with receipt of such payment) in the outstanding Loans of the other Lender or Lenders so that their respective receipts shall be pro rata to their respective Rateable Portions; provided, however, that if all or part of such proportionately greater payment received by such purchasing Lender shall be recovered by or on behalf of the Borrower or any trustee, liquidator, receiver or receiver-manager or person with analogous powers from the purchasing Lender, such purchase shall be rescinded and the purchase price paid for such participation shall be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by it. Such Lender shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claims; and (c) if the Lender does, or is required to do, any act or thing permitted by Section 13.4(a) or (b) above, it shall promptly provide full particulars thereof to the Agent.

Redistribution of Payment. Each Lender agrees that: (a) if the Lender exercises any security against or right of counter-counter claim, set set-off or banker’s lien or similar right with respect to the property of the Borrower or any Subsidiary or if under any applicable bankruptcy, insolvency or other similar law it receives a secured claim and collateral for which it is, or is entitled to exercise any set-set off against, a debt owed by it to the BorrowerBorrower or any Subsidiary, the Lender shall apportion the amount thereof proportionately between: (i) such LenderXxxxxx’s Rateable Portion of all outstanding Obligations owing by the Borrower (including the face amounts at maturity of Bankers’ Acceptances accepted by the Lenders)Borrower, which amounts shall be applied in accordance with Section 13.4(b14.5(1)(b); and (ii) amounts otherwise owed to such Lender by the BorrowerBorrower and its Subsidiaries, provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers’ acceptance (other than a Bankers’ AcceptanceLetter of Credit) issued or accepted by such Lender on behalf of the Borrower or a Subsidiary which is Permitted Debt may be applied by such Lender to such amounts owed by the Borrower or a Subsidiary, as the case may be, to such Lender pursuant to such letter of credit or in respect of any such bankers’ acceptance without apportionment and (ii) these provisions do not apply to: (A) a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Lien Security Interest which is a Permitted Encumbrance; (B) cash collateral provided, or the exercise of rights of counterclaim, set-off or banker’s lien or similar rights, in respect of account positioning arrangements for the Borrower and its Subsidiaries Cash Management Arrangements provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of businessCash Manager; (C) any reduction in amounts owing by a Lender (or its Hedging Affiliates) to the Borrower or a Subsidiary upon the termination of Hedging Lender Financial Instruments entered into with the relevant Lender (or its Hedging Affiliates); or (D) any payment to with which a Lender is entitled as a result of any credit default swap, credit derivative or other form of credit protection obtained by such Lender; (b) if, in the aforementioned circumstances, the a Lender, through the exercise of a right, or the receipt of a secured claim described in Section 13.4(a14.4(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations due to the Lenders (having regard to the respective Rateable Portions of the Lenders), the such Lender receiving such proportionately greater payment shall purchase, on a non-non recourse basis at par, and make payment for a participation (which shall be deemed to have been done simultaneously with receipt of such payment) in the outstanding Loans of the other Lender or Lenders so that their respective receipts shall be pro rata to their respective Rateable Portions; provided, however, that if all or part of such proportionately greater payment received by such purchasing Lender shall be recovered by or on behalf of the Borrower or any trustee, liquidator, interim receiver, receiver or receiver-receiver manager or person with analogous powers from the purchasing Lender, such purchase shall be rescinded and the purchase price paid for such participation shall be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by it. Such Lender shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claims; and (c) if the a Lender does, or is required to do, any act or thing permitted by Section 13.4(a14.4(a) or (b) above, it shall promptly provide full particulars thereof to the Agent.

Redistribution of Payment. Each Lender agrees that: (a) If any Lender receives or recovers (whether by payment or combination of accounts or otherwise) an amount owed to it by a Borrower under this Agreement otherwise than through the Administrative Agent, then such Lender shall, within two Banking Days following such receipt or recovery, notify the Administrative Agent (who shall in turn notify the other Lenders) of such fact. (b) Subject to the other terms and conditions of this Agreement, if at any time the proportion which any Lender (a "Recovering Lender") has received or recovered (whether by payment or combination of accounts or otherwise) in respect of its portion of any payment to be made under this Agreement by a Borrower for the account of such Recovering Lender and one or more other Lenders is greater (the amount of the excess being herein called the "excess amount") than the proportion thereof received or recovered by the Lender exercises any security against or right of counter-claimLenders receiving or recovering the smallest proportion thereof, set off or banker’s lien or similar right with respect to the property of the Borrower or if under any applicable bankruptcy, insolvency or other similar law it receives a secured claim and collateral for which it is, or is entitled to exercise any set-off against, a debt owed by it to the Borrower, the Lender shall apportion the amount thereof proportionately betweenthen: (i) the Recovering Lender shall, within two Banking Days following such Lender’s Rateable Portion of all outstanding Obligations owing by receipt or recovery, pay to the Borrower (including Administrative Agent an amount equal to the face amounts at maturity of Bankers’ Acceptances accepted by the Lenders), which amounts shall be applied in accordance with Section 13.4(b)excess amount; and (ii) amounts otherwise owed the Administrative Agent shall treat the amount received by it from the Recovering Lender pursuant to such Lender by the Borrower, provided that paragraph (i) any cash collateral account held above as if such amount had been received by it from such Lender as collateral for a letter of credit or bankers’ acceptance (other than a Bankers’ Acceptance) issued or accepted by such Lender on behalf of the Borrower may be applied by such Lender to such amounts owed by the Borrower to such Lender pursuant to such letter of credit or in respect of any such bankers’ acceptance without apportionment its obligations under this Agreement and (ii) these provisions do not apply to: (A) a right or claim which arises or exists in respect of a loan or other debt in respect of which shall pay the relevant Lender holds a Lien which is a Permitted Encumbrance; (B) cash collateral provided, or the exercise of rights of counterclaim, set-off or banker’s lien or similar rights, in respect of account positioning arrangements for the Borrower and its Subsidiaries provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of business; (C) any reduction in amounts owing same to the Borrower or a Subsidiary upon the termination of Hedging Instruments entered into with the relevant Lender or its Affiliates; or Persons entitled thereto (Dincluding such Recovering Lender) any payment to with a Lender is entitled as a result of any credit derivative or other form of credit protection obtained by such Lender; (b) if, in the aforementioned circumstances, the Lender, through the exercise of a right, or the receipt of a secured claim described in Section 13.4(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations due to the Lenders (having regard to the respective Rateable Portions of the Lenders), the Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for a participation (which shall be deemed to have been done simultaneously with receipt of such payment) in the outstanding Loans of the other Lender or Lenders so that their respective receipts shall be pro rata to their respective Rateable Portions; providedentitlements thereto in which event, howeverfor all purposes in connection herewith, that if all or part of such proportionately greater payment received by such purchasing the Recovering Lender shall be deemed only to have received or recovered by or on behalf from such Borrower that portion of the Borrower or any trustee, liquidator, receiver or receiver-manager or person with analogous powers from the purchasing Lender, such purchase shall be rescinded and the purchase price excess amount which is actually paid for such participation shall be returned to the extent of such recovery, but without interest unless Recovering Lender by the purchasing Lender is required Administrative Agent pursuant to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by it. Such Lender shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claims; and9.4(b)(ii). (c) if If a Lender that has paid an excess amount to the Lender does, or Administrative Agent in accordance with Section 9.4(b)(i) is required to do, any act refund the whole (or thing permitted by Section 13.4(aa portion) or (b) above, it shall promptly provide full particulars thereof of such excess amount to the AgentBorrower, then each of the other Lenders shall pay to the Administrative Agent for the account of that Lender the whole (or that proportion) of the amount received by it as a result of the distribution in respect of that excess amount made by the Administrative Agent pursuant to Section 9.4(b)(ii).

Redistribution of Payment. Each Lender agrees that: (a) if the Lender it exercises any security against or right of counter-counter claim, set set-off or banker’s lien or similar right with respect to the property of the a Borrower or any Subsidiary thereof or if under any applicable bankruptcy, insolvency or other similar law it receives a secured claim and collateral for which it is, or is entitled to exercise any set-off against, a debt owed by it to the Borrowera Borrower or any Subsidiary thereof, the Lender it shall apportion the amount thereof proportionately between: (i) such Lender’s Rateable Portion of all outstanding Obligations owing by the such Borrower (including the face amounts at maturity of Bankers’ Acceptances accepted by the Lenders), which amounts shall be applied in accordance with Section 13.4(b15.4(b); and (ii) amounts otherwise owed to such Lender by the Borrowersuch Borrower and its Subsidiaries, provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers’ acceptance (other than a Bankers’ Acceptance) issued or accepted by such Lender on behalf of the a Borrower or a Subsidiary thereof which is secured by a Permitted Encumbrance may be applied by such Lender to such amounts owed by such Borrower or a Subsidiary thereof, as the Borrower case may be, to such Lender pursuant to such letter of credit or in respect of any such bankers’ acceptance without apportionment and (ii) these provisions do not apply to: (A) a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Lien Security Interest which is a Permitted Encumbrance; (B) cash collateral or Collateral Investments provided, or the exercise of rights of counterclaim, set-off or banker’s lien or similar rights, in respect of account positioning arrangements Cash Management Arrangements for the such Borrower and its Subsidiaries provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of businessSubsidiaries; (C) any reduction in amounts owing by a Lender (or its Hedging Affiliates) to the such Borrower or a Subsidiary thereof upon the termination of Hedging Lender Financial Instruments entered into with the relevant Lender (or its Hedging Affiliates); or (D) any payment to with which a Lender is entitled as a result of any credit default swap, credit derivative or other form of credit protection obtained by such Lender; (b) if, in the aforementioned circumstances, the a Lender, through the exercise of a right, or the receipt of a secured claim described in Section 13.4(a15.4(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations due to the Lenders (having regard to the respective Rateable Portions of the Lenders), the such Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for a participation (which shall be deemed to have been done simultaneously with receipt of such payment) in the outstanding Loans of the other Lender or Lenders so that their respective receipts shall be pro rata to their respective Rateable Portions; provided, however, that if all or part of such proportionately greater payment received by such purchasing Lender shall be recovered by or on behalf of the a Borrower or any trustee, liquidator, receiver or receiver-receiver manager or person Person with analogous powers from the purchasing Lender, such purchase shall be rescinded and the purchase price paid for such participation shall be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by it. Such Lender shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claims; and (c) if the a Lender does, or is required to do, any act or thing permitted by Section 13.4(a15.4(a) or (b15.4(b) above, it shall promptly provide full particulars thereof to the Agent.

Redistribution of Payment. Each Lender agrees that: (a) if the Lender exercises any security against or right of counter-claimif, set off or banker’s lien or similar right with respect prior to the property of the Borrower or if under any applicable bankruptcy, insolvency or other similar law it receives a secured claim and collateral for which it is, or is entitled to exercise any set-off againstAdjustment Time, a debt owed by it to the Borrower, the Lender shall apportion the amount thereof proportionately between: (i) such Lender’s Rateable Portion of all outstanding Obligations owing by the Borrower (including the face amounts at maturity of Bankers’ Acceptances accepted by the Lenders), which amounts shall be applied in accordance with Section 13.4(b); and (ii) amounts otherwise owed to such Lender by the Borrower, provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers’ acceptance (other than a Bankers’ Acceptance) issued or accepted by such Lender on behalf of the Borrower may be applied by such Lender to such amounts owed by the Borrower to such Lender pursuant to such letter of credit or in respect of any such bankers’ acceptance without apportionment and (ii) these provisions do not apply to: (A) a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Lien which is a Permitted Encumbrance; (B) cash collateral provided, or the exercise of rights of counterclaim, set-off or banker’s lien or similar rights, in respect of account positioning arrangements for the Borrower and its Subsidiaries provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of business; (C) any reduction in amounts owing to the Borrower or a Subsidiary upon the termination of Hedging Instruments entered into with the relevant Lender or its Affiliates; or (D) any payment to with a Lender is entitled as a result of any credit derivative or other form of credit protection obtained by such Lender; (b) if, in the aforementioned circumstances, the Lender, through the exercise of a right, or the receipt of a secured claim described in Section 13.4(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations due to it hereunder is made hereunder, and on account of such Obligations, which is greater than the proportion received by any other Lender in respect of the aggregate Obligations due to the Lenders such Lender (having regard to the respective Rateable Portions of the LendersLender's Proportion), the Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for a participation (which shall be deemed to have been done simultaneously with receipt of such payment) in the outstanding Loans of the other Lender or Lenders so that their respective receipts shall be pro rata to their respective Rateable Portionssuch Lender's Proportions; provided, however, that if all or part of such proportionately greater payment received by such purchasing Lender shall be recovered by or on behalf of the Borrower or any trustee, liquidator, receiver or receiver-manager or person Person with analogous powers from the purchasing Lender, such purchase shall be rescinded and the purchase price paid for such participation shall be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by it. Such Lender shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 13.4 to share in the benefits of any recovery on such secured claims; and (c) if the . If a Lender does, or is required to do, any act or thing permitted by this Section 13.4(a) or (b) above), it shall promptly provide full particulars thereof to the Administrative Agent; and (b) if, in the circumstances described in Section 13.4(a) and Section 13.4(b) but after the Adjustment Time, a Lender, through the exercise of a right or the receipt of a secured claim described in Section 13.4(a) or otherwise, receives any payment in respect of the Obligations, any such payment shall be redistributed in accordance with Section 10.6.

Redistribution of Payment. Each Lender agrees that: (a) if the Lender exercises any security against or right of counter-counter claim, set set-off or banker’s lien or similar right with respect to the property of the a Borrower or any Subsidiary (other than a Project Finance SPV) or if under any applicable bankruptcy, insolvency or other similar law it receives a secured claim and collateral for which it is, or is entitled to exercise any set-off against, a debt owed by it to the Borrowera Borrower or any Subsidiary (other than a Project Finance SPV), the Lender shall apportion the amount thereof proportionately between: (i) such Lender’s Rateable Portion of all outstanding Obligations owing by the a Borrower (including the face amounts at maturity of Bankers’ Acceptances accepted by the Lenders), which amounts shall be applied in accordance with Section 13.4(b15.4(b); and (ii) amounts otherwise owed to such Lender by the Borrowera Borrower and their Subsidiaries (other than a Project Finance SPV), provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers’ acceptance (other than a Bankers’ Acceptance) issued or accepted by such Lender on behalf of the a Borrower or a Subsidiary may be applied by such Lender to such amounts owed by such Borrower or a Subsidiary, as the Borrower case may be, to such Lender pursuant to such letter of credit or in respect of any such bankers’ acceptance without apportionment and (ii) these provisions do not apply to: (A) to a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Lien Security Interest which is a Permitted Encumbrance; (B) cash collateral provided, or the exercise of rights of counterclaim, set-off or banker’s lien or similar rights, in respect of account positioning arrangements for the Borrower and its Subsidiaries provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of business; (C) any reduction in amounts owing to the Borrower or a Subsidiary upon the termination of Hedging Instruments entered into with the relevant Lender or its Affiliates; or (D) any payment to with a Lender is entitled as a result of any credit derivative or other form of credit protection obtained by such Lender; (b) if, in the aforementioned circumstances, the Lender, through the exercise of a right, or the receipt of a secured claim described in Section 13.4(a15.4(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations due to the Lenders (having regard to the respective Rateable Portions of the Lenders), the Lender receiving such proportionately greater payment shall purchase, on a non-recourse basis at par, and make payment for a participation (which shall be deemed to have been done simultaneously with receipt of such payment) in the outstanding Loans of the other Lender or Lenders so that their respective receipts shall be pro rata to their respective Rateable Portions; provided, however, that if all or part of such proportionately greater payment received by such purchasing Lender shall be recovered by or on behalf of the a Borrower or any trustee, liquidator, receiver or receiver-receiver manager or person with analogous powers from the purchasing Lender, such purchase shall be rescinded and the purchase price paid for such participation shall be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by it. Such Lender shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claims; and (c) if the Lender does, or is required to do, any act or thing permitted by Section 13.4(a15.4(a) or (b) above, it shall promptly provide full particulars thereof to the Agent.

Redistribution of Payment. Each Lender agrees that: (a) if the Lender exercises any security against or right of counter-counter claim, set off or banker’s 's lien or similar right with respect to the property of the Borrower Parent or any Subsidiary thereof or if under any applicable bankruptcy, insolvency or other similar law it receives a secured claim and collateral for which it is, or is entitled to exercise any set-set off against, a debt owed by it to the BorrowerParent or any Subsidiary thereof, the Lender shall apportion the amount thereof proportionately between: (i) such Lender’s Lxxxxx's Rateable Portion of all outstanding Obligations owing by the Borrower (including the face amounts at maturity of Bankers’ ' Acceptances accepted by the Lenders), which amounts shall be applied in accordance with Section 13.4(b15.4(b); and (ii) amounts otherwise owed to such Lender by the BorrowerParent and its Subsidiaries, provided that (i) any cash collateral account held by such Lender as collateral for a letter of credit or bankers’ ' acceptance (other than a Bankers’ ' Acceptance) issued or accepted by such Lender on behalf of the Borrower Parent or a Subsidiary thereof which is secured by a Permitted Encumbrance may be applied by such Lender to such amounts owed by the Borrower Parent or a Subsidiary thereof, as the case may be, to such Lender pursuant to such letter of credit or in respect of any such bankers’ ' acceptance without apportionment and (ii) these provisions do not apply to: (A) a right or claim which arises or exists in respect of a loan or other debt in respect of which the relevant Lender holds a Lien Security Interest which is a Permitted Encumbrance; (B) cash collateral provided, or the exercise of rights of counterclaim, set-off or banker’s 's lien or similar rights, in respect of account positioning arrangements for the Borrower Parent and its Subsidiaries provided by a Lender in the ordinary course of business or in respect of other cash management services provided by a Lender in the ordinary course of business; (C) any reduction in amounts owing by a Lender (or its Hedging Affiliates) to the Borrower Parent or a Subsidiary thereof upon the termination of Hedging Lender Financial Instruments entered into with the relevant Lender (or its Hedging Affiliates); or (D) any payment to with which a Lender is entitled as a result of any credit default swap, credit derivative or other form of credit protection obtained by such Lender; (b) if, in the aforementioned circumstances, the Lender, through the exercise of a right, or the receipt of a secured claim described in Section 13.4(a15.4(a) above or otherwise, receives payment of a proportion of the aggregate amount of Obligations due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate Obligations due to the Lenders (having regard to the respective Rateable Portions of the Lenders), the Lender receiving such proportionately greater payment shall purchase, on a non-non recourse basis at par, and make payment for a participation (which shall be deemed to have been done simultaneously with receipt of such payment) in the outstanding Loans of the other Lender or Lenders so that their respective receipts shall be pro rata to their respective Rateable Portions; provided, however, that if all or part of such proportionately greater payment received by such purchasing Lender shall be recovered by or on behalf of the Borrower or any trustee, liquidator, receiver or receiver-receiver manager or person with analogous powers from the purchasing Lender, such purchase shall be rescinded and the purchase price paid for such participation shall be returned to the extent of such recovery, but without interest unless the purchasing Lender is required to pay interest on such amount, in which case each selling Lender shall reimburse the purchasing Lender pro rata in relation to the amounts received by it. Such Lender shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claims; and (c) if the Lender does, or is required to do, any act or thing permitted by Section 13.4(a15.4(a) or (b) above, it shall promptly provide full particulars thereof to the Agent.