Common use of Sharing of Payments by Lenders Clause in Contracts

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances; provided that (a) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (b) the provisions of this Section 12.17 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances to any assignee or participant, other than to the Borrower or any Affiliate thereof (as to which the provisions of this Section 12.17 shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Lenders. If Except with respect to actions taken under Section 6.02, if any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees the Loans made by it, resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Advances or fees such Loans and accrued interest thereon greater than the proportion received by any other Lenderits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Loans of the other Lenders, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances; Loans and other amounts owing them, provided that that: (ai) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (bii) the provisions of this Section 12.17 shall not be construed to apply to (x) any payment made by the or on behalf of Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participant, other than an assignment to the Borrower or any Affiliate thereof (including Issuer) (as to which the provisions of this Section 12.17 shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. “[*]” = confidential portions of this document that have been omitted and have been separately filed with the Securities and Exchange Commission pursuant to an application for confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participantParticipant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower Borrower’s rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Loans or fees participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans and participations in LC Disbursements and Swingline Loans; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower any Obligor pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower Company or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower Each Obligor consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Obligor rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Obligor in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Loans or fees participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender (other than, in the case of the Swing Line Loans, the Swing Line Lender), then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans and participations in LC Disbursements; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 4.01(c) shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 4.01(c) shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Loans or fees participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact, and (ii) purchase (for cash at face value) participations in the Advances or fees Loans and participations in LC Disbursements of the other Lenders Lenders, to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans and participations in LC Disbursements; provided that (aA) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bB) the provisions of this Section 12.17 4.01(c) shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any other Relevant Party or Affiliate thereof (as to which the provisions of this Section 12.17 4.01(c) shall apply)) . The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower and any other Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower and any other Loan Party in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower any Loan Party pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participant, other than to the Borrower Company or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest or Call Premium on any of its Advances or fees Loan resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loan and accrued interest and Call Premium thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest and Call Premium on their respective AdvancesLoans; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loan to any assignee or participant, other than to the Borrower or any Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees the Loans made by it, resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Advances or fees such Loans and accrued interest thereon greater than the proportion received by any its pro rata share thereof as provided herein (other Lenderthan pursuant to Section 6.03), then the Lender receiving such greater proportion shall (a) notify Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Loans of the other Lenders, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances; Loans and other amounts owing them, provided that that: (ai) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (bii) the provisions of this Section 12.17 shall not be construed to apply to (A) any payment made by the or on behalf of Borrower pursuant to and in accordance with the express terms of this Agreement this, or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participant, other than an assignment to the Borrower or any Affiliate thereof (as to which the provisions of this Section 12.17 shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees Revolving Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Revolving Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Revolving Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesRevolving Loans ; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the relevant Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Revolving Loans to any assignee or participant, other than to the Borrower Company or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the such Borrower rights of set-set off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the such Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans; provided PROVIDED that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participant, other than to the Borrower or any Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation, PROVIDED that any amounts collected by such Lender pursuant to this sentence shall be subject to and paid in accordance with Sections 13.1 and 13.3 of the Operating Agreement.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees the Committed Loans made by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Advances such Committed Loans or fees participations and accrued interest thereon greater than the proportion received by any other Lenderits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Committed Loans of the other Lenders, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances; Committed Loans and other amounts owing them, provided that that: (ai) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (bii) the provisions of this Section 12.17 shall not be construed to apply to (x) any payment made by the Borrower a Loan Party pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Committed Loans to any assignee or participant, other than to the Borrower Company or any Affiliate Subsidiary thereof (as to which the provisions of this Section 12.17 shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees Loan resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loan and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 4.01(c) shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loan to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 4.01(c) shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Loans of any Class or fees any Unreimbursed Amount or interest thereon resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans of such Class and accrued interest thereon or Unreimbursed Amounts and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances Loans or fees L/C Obligations, as applicable, of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans of the applicable Class and their respective Unreimbursed Amounts; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower any Loan Party pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans or interests in Letters of Credit to any assignee or participant, other than to the Borrower Company or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees Loan resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loan and accrued interest thereon to which such Lender is entitled under this Agreement than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with their Percentage Shares of the aggregate amount of principal of and accrued interest on their respective AdvancesLoans; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 4.01(c) shall not be construed to apply to any payment made by the Borrower Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loan to any assignee or participant, other than to the Borrower Borrowers or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 4.01(c) shall apply). The Borrower consents Borrowers consent to the foregoing and agreesagree, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each of the Borrower Borrowers rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the such Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment or recover any amount in respect of any principal of or interest on any of its Advances or fees Loan resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees the Loan and accrued interest thereon then due than the proportion received by any other Lender, then then, unless otherwise agreed in writing by the Lenders, the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoan; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 2.12(d) shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loan to any assignee or participantParticipant, other than to the Borrower or any Affiliate thereof (as to which the provisions of this Section 12.17 2.12(d) shall apply), provided further that no Lender shall be required to purchase a participation from a Lender rejecting its option to receive prepayments under Section 2.06(b) to the extent disproportionality results from the rejecting Lender’s election under Section 2.06(b). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawApplicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation.

Sharing of Payments by Lenders. If any Lender of any Class shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Syndicated Loans, or fees participations in LC Disbursements or Swingline Loans, of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Syndicated Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due than the proportion received by any other LenderLender of such Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Syndicated Loans, and participations in LC Disbursements amid Swingline Loans, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesSyndicated Loans, and participations in LC Disbursements and Swingline Loans, of such Class; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees the Loans made by it, resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Advances or fees such Loans and accrued interest thereon greater than the proportion received by any other Lenderits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Loans of the other Lenders, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances; Loans and other amounts owing them, provided that that: (ai) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (bii) the provisions of this Section 12.17 shall not be construed to apply to (x) any payment made by the or on behalf of Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participant, other than an assignment to the Borrower or any Affiliate thereof (as to which the provisions of this Section 12.17 shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees the Committed Loans made by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Advances or fees such Committed Loans and accrued interest thereon greater than the proportion received by any other Lenderits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Committed Loans in the Tranche in respect of which it is an Appropriate Lender, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances; Committed Loans and other amounts owing them, provided that (a) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (b) the provisions of this Section 12.17 shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Committed Loans to any assignee or participant, other than an assignment to the Borrower or any Affiliate Subsidiary thereof (as to which the provisions of this Section 12.17 shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Term Loans or fees Incremental Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances Term Loans or fees Incremental Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances Term Loans or fees Incremental Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances; Term Loans or Incremental Loans, provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the U.S. Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Term Loans or Incremental Loans to any assignee or participant, other than to the U.S. Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The U.S. Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the U.S. Borrower rights of set-set off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the U.S. Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participant, other than to the Borrower MCC or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Loans or fees other obligations hereunder resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and accrued interest thereon other such obligations greater than the proportion received by any other Lenderits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact, and (ii) purchase (for cash at face value) participations in the Advances Loans and such other obligations of the other Lenders, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans and other amounts owing them; provided that (aA) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bB) the provisions of this Section 12.17 4.01 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participant, other than to the Borrower or any Affiliate thereof (as to which the provisions of this Section 12.17 shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower each Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower each Loan Party in the amount of such participation.

Sharing of Payments by Lenders. (i) If any Class A Lender shall, by exercising any right of set-set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees Class A Loans resulting in such Class A Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Class A Loans and accrued interest thereon then due than the proportion received by any other Class A Lender, then the Class A Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Class A Loans of other Class A Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Class A Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesClass A Loans and (ii) if any Class B Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Class B Loans resulting in such Class B Lender receiving payment of a greater proportion of the aggregate amount of its Class B Loans and accrued interest thereon then due than the proportion received by any other Class B Lender, then the Class B Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Class B Loans of other Class B Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Class B Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Class B Loans; provided that (aA) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bB) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate of either thereof (as to which the provisions of this Section 12.17 paragraph shall apply) and (C) nothing in this Section 2.15(d) shall be deemed to limit the provisions of the Intercreditor Agreement (including, without limitation, Section 3 thereof). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationthis Section 2.15(d).

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances LC Disbursements or fees participations therein (other than in respect of Specified Alternative Currency Letters of Credit) or accrued interest thereon resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances LC Disbursements or fees participations therein (other than in respect of Specified Alternative Currency Letters of Credit) and accrued interest thereon then due than the proportion received by any other relevant Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees LC Disbursements (other than in respect of Specified Alternative Currency Letters of Credit)of such other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal their respective LC Disbursements or participations therein (other than in respect of and Specified Alternative Currency Letters of Credit)and accrued interest on their respective Advancesthereon; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower any Account Party pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances LC Disbursements or participations therein to any assignee or participant, other than to the Borrower any Account Party or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower Each Account Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawlaw and to the extent that it is a Specified Account Party, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Account Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Account Party in the amount of such participation.

Sharing of Payments by Lenders. If any Lender Credit Party shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of of, interest on, or interest on other amounts with respect to, any of its Advances or fees the Obligations resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of such Obligations greater than its Advances or fees and accrued interest thereon than pro rata share thereof as provided herein (including as in contravention of the proportion received by any other Lenderpriorities of payment set forth in Section 8(c)), then the Lender Credit Party receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Obligations of the other Credit Parties, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders Credit Parties ratably and in accordance with the aggregate amount of principal of and accrued interest on their respective Advances; priorities set forth in Section 8(c), provided that (a) that: if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (b) the provisions of this Section 12.17 shall not be construed to apply to (x) any payment made by the Borrower Loan Parties pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Committed Revolving Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than to the Borrower Borrowers or any Affiliate Subsidiary thereof (as to which the provisions of this Section 12.17 shall apply). The Borrower 60 Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances the Loans made by it, or fees the participations in L/C Obligations or in Swing Line Loans held by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Advances such Loans or fees participations and accrued interest thereon greater than the proportion received by any other Lenderits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances; provided that Loans and other amounts owing them, provided, that, (ai) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (bii) the provisions of this Section 12.17 shall not be construed to apply to (x) any payment made by the or on behalf of a Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender or a prepayment in accordance with Section 2.05(a)(ii), (y) the application of Cash Collateral provided for in Section 2.18, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than to the Borrower Company or any Affiliate Subsidiary thereof in a transaction not in compliance with Section 2.05(a)(ii) (as to which the provisions of this Section 12.17 shall apply). The Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the such Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the such Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Loans or fees any LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and LC Disbursements and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans and LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans and LC Disbursements; provided PROVIDED that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower an Account Party pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans or LC Disbursements to any assignee or participant, other than to the Borrower an Account Party or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower Each Account Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Account Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Account Party in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances to any assignee or participantLoans, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-set off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower any Loan Party pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participant, other than to the Borrower Company or any Subsidiary or Affiliate thereof (as to which the provisions of 364-Day Credit Agreement this Section 12.17 paragraph shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances the Committed Loans made by it, or fees the participations in L/C Obligations or in Swing Line Loans held by it resulting in such Lender Lender's receiving payment of a greater proportion of the aggregate amount of its Advances such Committed Loans or fees participations and accrued interest thereon greater than the proportion received by any other Lenderits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Committed Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances; Committed Loans and other amounts owing them, provided that (a) that: if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (b) the provisions of this Section 12.17 shall not be construed to apply to (x) any payment made by the a Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than to the Borrower Borrowers or any Affiliate Subsidiary thereof (as to which the provisions of this Section 12.17 shall apply). The Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the such Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the such Borrower in the amount of such participation. Increase in Commitments.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Loans or fees other obligations hereunder resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and accrued interest thereon or other such obligations (other than the proportion received by any other Lenderpursuant to Sections 5.9, 5.10, 5.11 or 12.3) greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Loans and such other obligations of the other Lenders, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans and other amounts owing them; provided that that: (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 5.14 or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans or participations in Swingline Loans and Letters of Credit to any assignee or participant, other than to the Borrower or any Affiliate thereof of its Subsidiaries or Affiliates (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawApplicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower each Credit Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower each Credit Party in the amount of such participation.. SECTION 5.7

Sharing of Payments by Lenders. If any Lender of a Class shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Loans, or fees participations in LC Disbursements or Swingline Loans, of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due than the proportion received by any other LenderLender of such Class, then the Lender receiving such greater proportion shall purchase (for cash at face [[DMS:5463132v3:06/29/2020--06:10 PM]] [[5531905v.2]] value) participations in the Advances or fees Loans, and participations in LC Disbursements and Swingline Loans, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans, and participations in LC Disbursements and Swingline Loans of such Class; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees resulting Loans in such Lender receiving payment excess of a greater proportion its ratable share of the aggregate principal amount of its Advances or fees outstanding Loans and accrued interest thereon than the proportion received by any other Lenderthereon, then the such Lender receiving shall notify Administrative Agent of such greater proportion fact and shall purchase (for cash at face value) participations in the Advances or fees Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 2.17(d) shall not be construed to apply to any payment made by the Borrower any Obligor pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participant, other than to the Borrower Parent or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 2.17(d) shall apply). The Borrower Each Obligor consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Obligor rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Obligor in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances advances of the Loan or fees other obligations hereunder resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees advances of the Loan and accrued interest thereon or such other obligations greater than the proportion received by any other Lenderits Pro Rata Share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Loan and such other obligations of the other Lenders, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Advancesadvances of the Loan and other amounts owing them; provided that that: (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (bii) the provisions of this Section 12.17 shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances advances of the Loan to any assignee or participantParticipant, other than to the Borrower or any Affiliate Subsidiary thereof (as to which the provisions of this Section 12.17 shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Term Loans or fees other obligations hereunder resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Advances or fees Term Loans and accrued interest thereon or other such obligations greater than the proportion received by any other Lenderits Pro Rata Share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Term Loans and such other obligations of the other Lenders, or fees of make such other Lenders adjustments as shall be equitable, to the extent necessary so end that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesTerm Loans and other amounts owing them; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations participation shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to (x) any payment made by the Borrower Company pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Term Loans to any assignee or participant, other than to the Borrower Company or any Affiliate Subsidiary thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower Company consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower Company rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower Company in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower any Obligor pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participantParticipant, other than to the Borrower Guarantor or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower Each Obligor consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower any Obligor’s rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Obligor in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances the Loans made by it, or fees the participations in Swing Line Loans held by it, resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Advances such Loans or fees participations and accrued interest thereon greater than the proportion received by any other Lenderits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Loans and subparticipations in Swing Line Loans of the other Lenders, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances; Loans and other amounts owing them, provided that that: (ai) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (bii) the provisions of this Section 12.17 shall not be construed to apply to (A) any payment made by the or on behalf of any Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans or subparticipations in Swing Line Loans to any assignee or participant, other than an assignment to the any Borrower or any Affiliate thereof Subsidiary (as to which the provisions of this Section 12.17 shall apply). The Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the such Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the such Borrower in the amount of such participation.. 2.14 [Reserved]. 2.15

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or setoff, counterclaim or otherwisebanker’s lien, by receipt of voluntary payment, by realization upon security, or by any other non-pro rata source, obtain payment in respect of any principal of or interest on any of its Advances Loans or fees other obligations hereunder resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and accrued interest thereon or other such obligations greater than the proportion received by any other Lenderpro-rata share of the amount such Lender is entitled thereto, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Loans and such other obligations of the other Lenders, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances; Loans and other amounts owing them, provided that that: (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interesttogether with interest or other amounts, if any, required by Law (including court order) to be paid by the Lender or the holder making such purchase; and (bii) the provisions of this Section 12.17 5.3 shall not be construed to apply to (x) any payment made by the Borrower Loan Parties pursuant to and in accordance with the express terms of this Agreement the Loan Documents or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or Participation Advances to any assignee or participant, other than to the Borrower Borrowers or any Affiliate Subsidiary thereof (as to which the provisions of this Section 12.17 5.3 shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower each Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower each Loan Party in the amount of such participation.. 5.4

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Loans or fees other obligations hereunder resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and accrued interest thereon or other such obligations greater than the proportion received by any other Lenderits Pro Rata Share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify each Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Loans and such other obligations of the other Lenders, or fees of make such other Lenders adjustments as shall be equitable, to the extent necessary so end that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans and other amounts owing them; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to (x) any payment made by the Holdings or any Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participantParticipant, other than to Holdings, U.S. Holdings, Canada Holdings, Canada Intermediate Holdings, the Borrower Co-Borrowers or any Affiliate thereof of their respective Subsidiaries (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower Each of Holdings, U.S. Holdings, Canada Holdings, Canada Intermediate Holdings, and the Borrowers consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawApplicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each of Holdings and the Borrower Borrowers rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Holdings or any Borrower, as the Borrower case may be, in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participant, other than to the Borrower MCC or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively Credit Agreement do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Term Loans or fees other obligations hereunder resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Advances or fees Term Loans and accrued interest thereon or other such obligations greater than the proportion received by any other Lenderits Pro Rata Share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Term Loans and such other obligations of the other Lenders, or fees of make such other Lenders adjustments as shall be equitable, to the extent necessary so end that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesTerm Loans and other amounts owing them; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to (x) any payment made by the Borrower Company pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Term Loans to any assignee or participant, other than to the Borrower Company or any Affiliate Subsidiary thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower Company consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower Company rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower Company in the amount of such participation.. Real Mex Restaurants, Inc. Second Amended and Restated Credit Agreement

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Loans or fees LC Disbursements (other than with respect to Alternative Currency Letters of Credit) resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and/or LC Disbursements (other than with respect to Alternative Currency Letters of Credit) and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans and/or LC Disbursements (other than with respect to Alternative Currency Letters of Credit) of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of 364-DAY CREDIT AGREEMENT principal of and accrued interest on their respective AdvancesLoans and/or LC Disbursements (other than with respect to Alternative Currency Letters of Credit); provided PROVIDED that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower any Account Party pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans or LC Disbursements to any assignee or participant, other than to the Borrower any Account Party or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower Each Account Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Account Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Account Party in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest Credit Agreement on any of its Advances or fees Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees the Committed Loans made by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Advances or fees such Committed Loans and accrued interest thereon greater than the proportion received by any other Lenderits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Committed Loans, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances; Committed Loans and other amounts owing them, provided that that: (ai) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (bii) the provisions of this Section 12.17 shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Committed Loans to any assignee or participant, other than to the Borrower or any Affiliate Subsidiary thereof (as to which the provisions of this Section 12.17 shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Loans or fees other obligations hereunder resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees such Loans and accrued interest thereon or other such obligations greater than the proportion received by any other Lenderits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Loans and such other obligations of the other Lenders, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans and other amounts owing them; provided that that: (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (bii) the provisions of this Section 12.17 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) any amounts applied by the Swingline Lender to outstanding Swingline Loans, (C) any amounts applied to Letter of Credit Obligations by any Issuing Bank or Swingline Loans by the Swingline Lender, as appropriate, from Cash Collateral provided under Section 2.15 or Section 2.16, or (D) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans or participations in Letter of Credit Obligations, Swingline Loans or other obligations hereunder to any assignee or participant, other than to the Borrower or any Affiliate Subsidiary thereof (as to which the provisions of this Section 12.17 shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.59

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees Revolving Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Revolving Loans and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Revolving Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesRevolving Loans; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Lenders. If If, at any time after the occurrence and during the continuance of an Event of Default hereunder, any Lender shall, by exercising any right of set-off or counterclaim or otherwiseotherwise (including through voluntary prepayment by the Borrowers), obtain payment in respect of any principal of or interest on any of its Advances Syndicated Loans (or fees participations in LC Disbursements) of any Class resulting in such Lender receiving payment of a greater proportion of the aggregate principal amount of its Advances or fees Syndicated Loans (and participations in LC Disbursements) of such Class and accrued interest thereon than the proportion of such amounts received by any other LenderLender of such Class or any other Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Syndicated Loans (and LC Disbursements) of the other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesSyndicated Loans (and participations in LC Disbursements); provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans (or participations in LC Disbursements) to any assignee or participant, other than to the any Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower consents Borrowers consent to the foregoing and agreesagree, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower Borrowers’ rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower Borrowers in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate 21 Revolving Loan Agreement amount of principal of and accrued interest on their respective AdvancesLoans; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment or recover any amount in respect of any principal of or interest on any of its Advances or fees Loan resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees the Loan and accrued interest thereon then due than the proportion received by any other Lender, then then, unless otherwise agreed in writing by the Lenders, the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoan; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 2.12(d) shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loan to any 39 Bakersfield Refinery - HoldCo Credit Agreement assignee or participantParticipant, other than to the Borrower or any Affiliate thereof (as to which the provisions of this Section 12.17 2.12(d) shall apply), provided further that no Lender shall be required to purchase a participation from a Lender rejecting its option to receive prepayments under Section 2.06(b) to the extent disproportionality results from the rejecting Lender’s election under Section 2.06(b). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawApplicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Revolving Facility Loans, Term Loans or fees Incremental Term Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances Revolving Facility Loans, Term Loans or fees Incremental Term Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances Revolving Facility Loans, Term Loans or fees Incremental Term Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances; Revolving Facility Loans, Term Loans or Incremental Term Loans, provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Revolving Facility Loans, Term Loans or Incremental Term Loans to any assignee or participant, other than to the Borrower Parent or any Affiliate Subsidiary thereof or any other Person prohibited from being an Eligible Assignee or participant, as the case may be, under this Agreement from time to time (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower consents Borrowers consent to the foregoing and agreesagree, to the extent it they may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower Borrowers rights of set-set off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower Borrowers in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment or recover any amount in respect of any principal of or interest on any of its Advances or fees Loan resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees the Loan and accrued interest thereon then due than the proportion received by any other Lender, then then, unless otherwise agreed in writing by the Lenders, the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances; provided that Loan;providedthat (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 shall thisSection 2.12(d)shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loan to any assignee or participantParticipant, other than to the Borrower or any Affiliate thereof (as to which the provisions of this Section 12.17 shall thisSection 2.12(d)shall apply). The Borrower consents , provided further that no Lender shall be required to purchase a participation from a Lender rejecting its option to receive prepayments under Section 2.06(b) to the extent disproportionality results from the rejecting Lender’s election under Section 2.06(b).Each Loan Partyconsents to the foregoing and agrees, to the extent it may effectively do so under applicable lawApplicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans, as applicable, and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans, as applicable, of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans, as applicable; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Credit Agreement Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participant, other than to the Borrower Company or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the such Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees the Term Loans made by it, resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Advances or fees such Term Loans and accrued interest thereon greater than the proportion received by any other Lenderits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Term Loans of the other Lenders, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances; Term Loans and other amounts owing them, provided that (a) that: if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (b) the provisions of this Section 12.17 shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Term Loans to any assignee or participant, other than to the Borrower or any Affiliate Subsidiary thereof (as to which the provisions of this Section 12.17 shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees the Committed Loans made by it resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees such Committed Loans and accrued interest thereon greater than the proportion received by any other Lenderits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Committed Loans, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances; Committed Loans and other amounts owing them, provided that that: (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (bii) the provisions of this Section 12.17 shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Committed Loans to any assignee or participant, other than to the Borrower or any Affiliate Subsidiary thereof (as to which the provisions of this Section 12.17 shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower and the Designated Borrowers rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower or such Designated Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees Loans resulting in such Lender receiving payment of a greater proportion of Credit Facility Agreement the aggregate amount of its Advances or fees Loans and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances the Committed Loans made by it, or fees the participations in L/C Obligations or in Swing Line Loans held by it resulting in such Lender Lender's receiving payment of a greater proportion of the aggregate amount of its Advances such Committed Loans or fees participations and accrued interest thereon greater than the proportion received by any other Lenderits share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Agents of such fact, and (b) purchase (for cash at face value) participations in the Advances Committed Loans and, in the case of a Primary Lender, subparticipations in L/C Obligations and Swing Line Loans of the other Primary Lenders, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances; Committed Loans and other amounts owing them, provided that that: (ai) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (bii) the provisions of this Section 12.17 shall not be construed to apply to (x) any payment made by the a Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than to the Borrower Company or any Affiliate Subsidiary thereof (as to which the provisions of this Section 12.17 shall apply). The Subject to the provisions of Sections 10.06(d) and (e), each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the such Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the such Borrower in the amount of such participation.. 2.14

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participant, other than to MCC or the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwiseotherwise (except to the extent otherwise provided herein), obtain payment in respect of any principal of or interest on any of its Advances Term Loans or fees other obligations hereunder resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Term Loans and accrued interest thereon or other such obligations greater than the proportion received by any other Lenderits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact, and (ii) purchase (for cash at face value) participations in the Advances Term Loans and such other obligations of the other Lenders, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesTerm Loans and other amounts owing them; provided that that: (ax) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (by) the provisions of this Section 12.17 clause (d) shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Term Loans to any assignee or participant, other than to the Borrower or any Affiliate thereof (as to which the provisions of this Section 12.17 clause (d) shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawApplicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-set- off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Loans or fees other obligations resulting in such that Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such the greater proportion shall notify the Agent of that fact and purchase (for cash at face value) participations in the Advances or fees Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans; provided provided, however, that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto to them is recovered, such then the participations shall be rescinded and the purchase price restored to the extent of such the recovery, without interest, and (bii) the provisions of this Section 12.17 2.14(d) shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participant, other than to the Borrower Borrower, Titan Holdco, ATP or any Affiliate thereof of its Subsidiaries (as to which the provisions of this Section 12.17 2.14(d) shall apply). The Borrower consents If under applicable bankruptcy, insolvency or any similar Law any Lender receives a secured claim in lieu of a setoff or counterclaim to the foregoing and agreeswhich this Section 2.14(d) applies, that Lender to the extent it may effectively do so practicable shall exercise its rights in respect of that secured claim in a manner consistent with the rights to which the Lender is entitled under applicable law, that any Lender acquiring a participation pursuant this Section 2.14(d) to share in the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor benefits of the Borrower in the amount recovery of such participationthat secured claim.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Loans or fees participations in LC Disbursements, Swingline Loans or other obligations hereunder resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and participations in LC Disbursements and Swingline Loans, as applicable, and accrued interest thereon or other such obligations greater than the proportion received by any other Lenderits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact and (b) purchase (for cash at face value) participations in the Advances Loans and participations in LC Disbursements and Swingline Loans, as applicable, and such other obligations of the other applicable Lenders, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans and participations in LC Disbursements and Swingline Loans, as applicable, and other amounts owing them; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 4.01(c) shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans or participations in LC Disbursements to any assignee or participantParticipant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 4.01(c) shall apply). The Borrower Borrower, each Subsidiary, each Guarantor and each other Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower Borrower, each Subsidiary, each Guarantor and each other Loan Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower Borrower, each Subsidiary, each Guarantor and each other Loan Party in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim setoff or otherwise, obtain payment in respect of any principal of or interest on any its portion of its Advances the Loan or fees prepayment premium in connection therewith resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Advances or fees the Loan and accrued interest thereon and prepayment premium in connection therewith greater than the proportion received by any other Lenderits pro rata share thereof as provided herein, then such Lender shall (a) notify the Lender receiving Administrative Agent of such greater proportion shall fact and (b) purchase (for cash at face value) participations in the Advances portions of the Loan of the other Lenders, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and of, accrued interest on and prepayment premium in connection with their respective Advancesportions of the Loan and other amounts owing them; provided that provided, that: (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (bii) the provisions of this Section 12.17 2.8 shall not be construed to apply to (x) any payment made by the or on behalf of Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances portion of the Loan to any assignee or participant, other than to the Borrower or any Affiliate thereof (as to which the provisions of this Section 12.17 shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the such Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the such Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees the Loans made by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Advances such Loans or fees participations and accrued interest thereon greater than the proportion received by any other Lenderits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Loans of the other Lenders, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances; Loans and other amounts owing them, provided that (a) that: if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (b) the provisions of this Section 12.17 shall not be construed to apply to (y) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participant, other than to the Borrower or any Affiliate Subsidiary thereof (as to which the provisions of this Section 12.17 shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party’s rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Loans or fees LC Disbursements (other than with respect to Alternative Currency Letters of Credit) resulting in such Lender receiving payment of a greater proportion of the aggregate Credit Agreement amount of its Advances or fees Loans and/or LC Disbursements (other than with respect to Alternative Currency Letters of Credit) and accrued interest thereon then due than the proportion received by any other relevant Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans and/or LC Disbursements (other than with respect to Alternative Currency Letters of Credit) of such other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans and/or LC Disbursements (other than with respect to Alternative Currency Letters of Credit); provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower any Account Party pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans or LC Disbursements to any assignee or participant, other than to the Borrower any Account Party or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower Each Account Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Account Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Account Party in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Loans of any Class or fees any Unreimbursed Amount or interest thereon resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans of such Class and accrued interest thereon or Unreimbursed Amounts and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances Loans or fees L/C Obligations, as applicable, of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans of the applicable Class and their respective Unreimbursed Amounts; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower any Loan Party pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans or interests in Letters of Credit to any assignee or participant, other than to the Borrower Company or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation.. Credit Agreement

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees the Loans made by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Advances such Loans or fees participations and accrued interest thereon greater than the proportion received by any other Lenderits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Loans of the other Lenders, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances; Loans and other amounts owing them, provided that (a) that: if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (b) the provisions of this Section 12.17 shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) any payment of consideration for executing any amendment, waiver or consent in connection with this Agreement so long as such consideration has been offered to all consenting Lenders or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participant, other than an assignment to the Borrower Company or any Affiliate thereof (as to which the provisions of this Section 12.17 shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.45

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or setoff, counterclaim or otherwisebanker's lien, by receipt of voluntary payment, by realization upon security, or by any other non-pro rata source, obtain payment in respect of any principal of or interest on any of its Advances Loans or fees other obligations hereunder resulting in such Lender Lender's receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and accrued interest thereon or other such obligations greater than the proportion received by any other Lenderpro-rata share of the amount such Lender is entitled thereto, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Loans and such other obligations of the other Lenders, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances; Loans and other amounts owing them, provided that that: (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interesttogether with interest or other amounts, if any, required by Law (including court order) to be paid by the Lender or the holder making such purchase; and (bii) the provisions of this Section 12.17 4.3 [Sharing of Payments by Lenders] shall not be construed to apply to (x) any payment made by the Borrower Loan Parties pursuant to and in accordance with the express terms of this Agreement the Loan Documents or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or Participation Advances to any assignee or participant, other than to the Borrower Borrowers or any Affiliate thereof Subsidiary of a Borrower (as to which the provisions of this Section 12.17 4.3 [Sharing of Payments of Lender] shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower each Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower each Loan Party in the amount of such participation.. 4.4

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees the Loans made by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Advances such Loans or fees participations and accrued interest thereon greater than the proportion received by any other Lenderits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Loans of the other Lenders, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans and other amounts owing them; provided that (a) that: if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (b) the provisions of this Section 12.17 shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participant, other than an assignment to the Borrower or any Affiliate thereof (as to which the provisions of this Section 12.17 shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. [Intentionally Omitted].

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees Loan resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loan and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash Seller Credit Agreement at face value) participations in the Advances or fees Loan of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Advancesthe Loan held by such Lender; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loan to any assignee or participant, other than to the Borrower or any Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances the Loans made by it, or fees the participations in L/C Obligations or in Swing Line Loans held by it (excluding any amounts applied by the Swing Line Lender to outstanding Swing Line Loans) resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Advances such Loans or fees participations and accrued interest thereon greater than the proportion received by any other Lenderits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances; Loans and other amounts owing them, provided that that: (ai) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (bii) the provisions of this Section 12.17 shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.14 or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances to any assignee or participant, other than to the Borrower or any Affiliate thereof (as to which the provisions of this Section 12.17 shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.46

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees the Loans made by it, resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Advances or fees such Loans and accrued interest thereon greater than the proportion received by any other Lenderits pro rata share thereof as provided herein, then the such Lender receiving such greater proportion shall (a) notify Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Loans of the other Lenders, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances; Loans and other amounts owing them, provided that that: (ai) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (bii) the provisions of this Section 12.17 shall not be construed to apply to (x) any payment made by the or on behalf of Borrower pursuant to and in accordance with the express terms of this Agreement Agreement, or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participant, other than an assignment to the Borrower or any Affiliate thereof (as to which the provisions of this Section 12.17 2.18 shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the any Borrower Group Company pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participant, other than to the Borrower Borrower, Fly Malta or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower and Fly Malta, on behalf of each Borrower Group Company consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawApplicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the such Borrower Group Company rights of set-set off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the such Borrower Group Company in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees other obligations hereunder resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees and accrued interest thereon or other such obligations greater than the proportion received by any other Lenderits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances and such other obligations of the other Lenders, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesAdvances and other amounts owing them; provided that that: (a) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (b) the provisions of this Section 12.17 shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances to any assignee or participant, other than to the Borrower or any Affiliate thereof (as to which the provisions of this Section 12.17 shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. Section 15.21.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees Loans of any Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans of such Class and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans of other Lenders such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans of such Class; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Each Borrower Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the such Borrower Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the such Borrower Party in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim setoff or otherwise, obtain payment in respect of any principal of or interest on any its portion of its Advances the Loan or fees prepayment premium in connection therewith resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Advances or fees the Loan and accrued interest thereon and prepayment premium in connection therewith greater than the proportion received by any other Lenderits pro rata share thereof as provided herein, then such Lender shall (a) notify the Lender receiving Administrative Agent of such greater proportion shall fact and (b) purchase (for cash at face value) participations in the Advances portions of the Loan of the other Lenders, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and of, accrued interest on and prepayment premium in connection with their respective Advancesportions of the Loan and other amounts owing them; provided that provided, that: (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (bii) the provisions of this Section 12.17 2.7 shall not be construed to apply to (x) any payment made by the Borrower or on behalf of Borrowers pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances portion of the Loan to any assignee or participant, other than to the Borrower or any Affiliate thereof (as to which the provisions of this Section 12.17 shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the such Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the such Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees LC Disbursements and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLC Disbursements; provided PROVIDED that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower any Account Party pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances LC Disbursements to any assignee or participant, other than to the Borrower any Account Party or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower Each Account Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Account Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Account Party in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Loans of any Class or fees any Unreimbursed Amount or interest thereon resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans of such Class and accrued interest thereon or Unreimbursed Amounts and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances Loans or fees L/C Obligations, as applicable, of other Lenders to the extent necessary so Credit Agreement that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans of the applicable Class and their respective Unreimbursed Amounts; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower any Loan Party pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans or interests in Letters of Credit to any assignee or participant, other than to the Borrower Company or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Loans or fees accrued interest thereon resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and accrued interest thereon then due than the proportion received by any other relevant Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans of such other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans and accrued interest thereon; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph (d) shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph (d) shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Term Loans or fees other obligations hereunder resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Advances or fees Term Loans and accrued interest thereon or other such obligations greater than the proportion received by any other Lenderits Pro Rata Share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Term Loans and such other obligations of the other Lenders, or fees of make such other Lenders adjustments as shall be equitable, to the extent necessary so end that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesTerm Loans and other amounts owing them; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to (x) any payment made by the Borrower Company pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Term Loans to any assignee or participant, other than to the Borrower Company or any Affiliate Subsidiary thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower Company consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each of the Borrower Company rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower Company in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Term Loans or fees Revolving Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances Term Loans or fees Revolving Loans, as applicable, and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances Term Loans or fees Revolving Loans, as applicable, of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesTerm Loans or Revolving Loans, as applicable; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower any Obligor pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower Each Obligor consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Obligor rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Obligor in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Term Loans or fees other obligations hereunder resulting in such Lender Lender's receiving payment of a greater proportion of the aggregate amount of its Advances or fees Term Loans and accrued interest thereon or other such obligations greater than the proportion received by any other Lenderits Pro Rata Share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Term Loans and such other obligations of the other Lenders, or fees of make such other Lenders adjustments as shall be equitable, to the extent necessary so end that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesTerm Loans and other amounts owing them; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to (x) any payment made by the Borrower Company pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Term Loans to any assignee or participant, other than to the Borrower Company or any Affiliate Subsidiary thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower Company consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each of the Borrower Company rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower Company in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Loans or fees other obligations hereunder resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and accrued interest thereon or other such obligations greater than the proportion received by any other Lenderits Pro Rata Share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Agent of such fact, and (b) purchase (for cash Cash at face value) participations in the Advances Loans and such other obligations of the other Lenders, or fees of make such other Lenders adjustments as shall be equitable, to the extent necessary so end that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans and other amounts owing them; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participant, other than to the Borrower or any Affiliate Subsidiaries thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawApplicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Loans of any Class or fees any Unreimbursed Amount or interest thereon resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans of such Class and accrued interest thereon or Unreimbursed Amounts and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances Loans or fees L/C Obligations, as applicable, of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans of the applicable Class Credit Agreement and their respective Unreimbursed Amounts; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower any Loan Party pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans or interests in Letters of Credit to any assignee or participant, other than to the Borrower Company or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Syndicated Loans or fees participations in Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Syndicated Loans participations in Swingline Loans and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Syndicated Loans and participations in Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesSyndicated Loans and participations in Swingline Loans; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Lenders. If With respect to any Tranche, if any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Loans or fees LC Disbursements (other than with respect to Alternative Currency Letters of Credit) resulting in such Lender receiving payment of a 364-Day Credit Agreement greater proportion of the aggregate amount of its Advances or fees Loans and/or LC Disbursements (other than with respect to Alternative Currency Letters of Credit) under such Tranche and accrued interest thereon then due than the proportion received by any other LenderLender under such Tranche, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans and/or LC Disbursements (other than with respect to Alternative Currency Letters of Credit) of other Lenders under such Tranche to the extent necessary so that the benefit of all such payments shall be shared by the Lenders under such Tranche ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans and/or LC Disbursements (other than with respect to Alternative Currency Letters of Credit) under such Tranche; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower any Account Party pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans or LC Disbursements to any assignee or participant, other than to the Borrower any Account Party or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower Each Account Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Account Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Account Party in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or setoff, counterclaim or otherwisebanker's lien, by receipt of voluntary payment, by realization upon security, or by any other non-pro rata source, obtain payment in respect of any principal of or interest on any of its Advances Loans or fees other obligations hereunder resulting in such Lender Lender's receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and accrued interest thereon or other such obligations greater than the proportion received by any other Lenderpro-rata share of the amount such Lender is entitled thereto, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Loans and such other obligations of the other Lenders, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances; Loans and other amounts owing them, provided that that: (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interesttogether with interest or other amounts, if any, required by Law (including court order) to be paid by the Lender or the holder making such purchase; and (bii) the provisions of this Section 12.17 4.3 shall not be construed to apply to (x) any payment made by the Borrower Loan Parties pursuant to and in accordance with the express terms of this Agreement the Loan Documents or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or Participation Advances to any assignee or participant, other than to the Borrower or any Affiliate Subsidiary thereof (as to which the provisions of this Section 12.17 4.3 shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower each Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower each Loan Party in the amount of such participation.. 4.4

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances the Revolving Loans made by it, or fees the participations in L/C Obligations or in Swing Line Loans held by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Advances such Revolving Loans or fees participations and accrued interest thereon greater than the proportion received by any other Lenderits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Revolving Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances; Revolving Loans and other amounts owing them, provided that that: (ai) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (bii) the provisions of this Section 12.17 shall not be construed to apply to (x) any payment made by or on behalf of the Borrower Loan Parties pursuant to and in accordance with the express terms of this Agreement or (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.15, (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Revolving Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower or any Affiliate Subsidiary thereof (as to which the provisions of this Section 12.17 shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawApplicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation.. 2.14

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees the Committed Loans made by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Advances such Committed Loans or fees participations and accrued interest thereon greater than the proportion received by any other Lenderits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Committed Loans, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances; Committed Loans and other amounts owing them, provided that that: (ai) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (bii) the provisions of this Section 12.17 shall not be construed to apply to (x) any payment made by the or on behalf of Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Committed Loans to any assignee or participant, other than an assignment to the Borrower or any Affiliate thereof Company (as to which the provisions of this Section 12.17 shall apply). The Borrower Company consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower Company’s rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower Company in the amount of such participation.. 2.12 Defaulting Lenders. 32

Sharing of Payments by Lenders. If any Lender of a Class shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees Loans of such Class, resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans of such Class, and accrued interest thereon then due than the proportion received by any other LenderLender of such Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans of such Class (subject, for the avoidance of doubt, to Section 2.08(f)(iv) if an Event of Default has occurred and is continuing); provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participantassignee, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Loans or fees other obligations hereunder resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and accrued interest thereon or other such obligations greater than the proportion received by any other Lenderits Pro Rata Share thereof as provided herein, then (subject to the terms of the Co-Lender Agreement) the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact and (b) purchase (for cash Cash at face value) participations in the Advances Loans and such other obligations of the other Lenders, or fees of make such other Lenders adjustments as shall be equitable, to the extent necessary so end that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans and other amounts owing them; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, interest and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to (x) any payment made by Holdings or the Borrower Borrowers pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participant, other than to Holdings, the Borrower Borrowers or any Affiliate thereof of their respective Affiliates or Subsidiaries (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower Each of Holdings and the Borrowers consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Holdings and the Borrower Borrowers rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower Borrowers in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees the Committed Loans made by it resulting in such Lender Lender's receiving payment of a greater proportion of the aggregate amount of its Advances or fees such Committed Loans and accrued interest thereon greater than the proportion received by any other Lenderits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Committed Loans, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances; Committed Loans and other amounts owing them, provided that that: (ai) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (bii) the provisions of this Section 12.17 shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Committed Loans to any assignee or participant, other than to the Borrower or any Affiliate Subsidiary thereof (as to which the provisions of this Section 12.17 shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans; provided provided, that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participant, other than to the Borrower or any Affiliate thereof Subsidiary (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.. Credit Agreement

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Loans or fees other obligations hereunder resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees such Loans and accrued interest thereon or other such obligations greater than the proportion received by any other Lenderits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Loans and such other obligations of the other Lenders, or fees of make such other Lenders to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans and other amounts owing them; provided that that: (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (bii) the provisions of this Section 12.17 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) any amounts applied by the Swingline Lender to outstanding Swingline Loans, (C) any amounts applied to Letter of Credit Obligations by the Issuing Bank or Swingline Loans by the Swingline Lender, as appropriate, from Cash Collateral provided under Section 2.15 or Section 2.16, or (D) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans or participations in Letter of Credit Obligations, Swingline Loans or other obligations hereunder to any assignee or participant, other than to the Borrower or any Affiliate Subsidiary thereof (as to which the provisions of this Section 12.17 shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.56

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Loans or fees other obligations hereunder resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and accrued interest thereon or other such obligations greater than the proportion received by any other Lenderits Pro Rata Share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify each Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Loans and such other obligations of the other Lenders, or fees of make such other Lenders adjustments as shall be equitable, to the extent necessary so end that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate 97 CREDIT AGREEMENT amount of principal of and accrued interest on their respective AdvancesLoans and other amounts owing them; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to (x) any payment made by Holdings or the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participantParticipant, other than to Holdings, U.S. Holdings, Canada Holdings, U.S. XxxXx, the Borrower or any Affiliate thereof of their respective Subsidiaries (as to which the provisions of this Section 12.17 paragraph shall apply). The Each of Holdings, U.S. Holdings, Canada Holdings, U.S. XxxXx and the Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawApplicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each of Holdings and the Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Holdings or the Borrower Borrower, as the case may be, in the amount of such participation.

Sharing of Payments by Lenders. If If, at any time after the occurrence and during the continuance of an Event of Default hereunder, any Lender shall, by exercising any right of set-off or counterclaim or otherwiseotherwise (including through voluntary prepayment by the Restricted Companies, or through the exercise of any remedies under, or payments made pursuant to, the Restricted Company Guarantee and Security Agreement), obtain payment in respect of any principal of or interest on any of its Advances Loans (or fees participations in LC Disbursements) of any Class resulting in such Lender receiving payment of a greater proportion of the aggregate principal amount of its Advances or fees Loans (and participations in LC Disbursements) of such Class and accrued interest thereon than the proportion of such amounts received by any other LenderLender of such Class or any other Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans (and LC Disbursements) of the other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans (and participations in LC Disbursements); provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans (or participations in LC Disbursements) to any assignee or participant, other than to the Borrower any Credit Party or any subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances or fees Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans; provided PROVIDED that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the any Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans to any assignee or participant, other than to the any Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the such Borrower in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Term Loans or fees other obligations hereunder resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Advances or fees Term Loans and accrued interest thereon or other such obligations greater than the proportion received by any other Lenderits Pro Rata Share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances Term Loans and such other obligations of the other Lenders, or fees of make such other Lenders adjustments as shall be equitable, to the extent necessary so end that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesTerm Loans and other amounts owing them; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to (x) any payment made by the Borrower Holdings pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Term Loans to any assignee or participant, other than to the Borrower Holdings or any Affiliate Subsidiary thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower Holdings consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower each of Holdings rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower Holdings in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment or recover any amount in respect of any principal of or interest on any of its Advances or fees Loan resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees the Loan and accrued interest thereon then due than the proportion received by any other Lender, then then, unless otherwise agreed in writing by the Lenders, the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loan of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoan; provided that that: (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (bii) the provisions of this Section 12.17 paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loan to any assignee or participantParticipant, other than to the Borrower or any Affiliate thereof (as to which the provisions of this Section 12.17 paragraph shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawApplicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation.

Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances Loans or fees participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advances or fees Loans and participations CHAPARRAL ENERGY, L.L.C. SEVENTH RESTATED CREDIT AGREEMENT in LC Disbursements and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances or fees Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective AdvancesLoans and participations in LC Disbursements; provided that (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (bii) the provisions of this Section 12.17 4.01(c) shall not be construed to apply to any payment made by the Borrower Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower any Credit Party or any Affiliate thereof (as to which the provisions of this Section 12.17 4.01(c) shall apply). The Borrower consents Borrowers consent to the foregoing and agreesagree, to the extent it they may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the any Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the such Borrower in the amount of such participation.