Common use of Sharing of Payments by Xxxxxxx Clause in Contracts

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it or other obligations hereunder, resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its 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 Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 11.23 shall not be construed to apply to: (A) any payment made by or on behalf of Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to Borrower or any Affiliate thereof (as to which the provisions of this Section 11.23 shall apply). Borrower and each other 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 Borrower or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If Subject in all cases to Section 10.08, if any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it or other obligations hereunder, resulting in such XxxxxxLender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other 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 Loans and other amounts owing them, ; provided that: (i) 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 (ii) the provisions of this Section 11.23 2.13 shall not be construed to apply to: to (Ax) any payment made by or on behalf of a Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender), or (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to . Each Borrower or any Affiliate thereof (as to which the provisions of this Section 11.23 shall apply). Borrower 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 such Borrower or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower or such other Loan Party in the amount of such participation. For purposes of clause (b) of the definition of Excluded Taxes, a Lender that acquires a participation pursuant to this Section 2.13 shall be treated as having acquired such participation on the earlier date(s) on which it acquired an interest in the Loan(s) or Commitment(s) to which such participation relates.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal (a) Obligations (other than in respect of or interest on any Secured Hedge Agreements and Secured Cash Management Agreements) due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the Loans made by it or other obligations hereunder, resulting in such Xxxxxx’s receiving payment of a proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such Loans time) of payments on account of the Obligations due and accrued interest thereon greater than payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its pro rata ratable share thereof as provided herein, (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payment on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall: shall (a1) notify the Administrative Agent of such fact; and , and (b2) purchase (for cash at face value) participations in the Loans and such other obligations sub-participations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other 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 Obligations then due and accrued interest on their respective Loans payable to the Lenders or owing (but not due and other amounts owing thempayable) to the Lenders, as the case may be, provided that: (i) if any such participations or sub-participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or sub-participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (A) any payment made by or on behalf of Borrower the Borrowers pursuant to and in accordance with the express terms of this Agreement (including (x) including, but not limited to, the application of funds arising from the existence of a Defaulting Lender and (y) payments made amounts paid in accordance connection with Sections 3.1or after giving effect to the third to final paragraph of Section 10.01), 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or 2.17, (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations sub-participations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to Borrower or any Affiliate the Borrowers thereof (as to which the provisions of this Section 11.23 shall apply)) or (D) 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. Each Borrower and each other Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it or other obligations hereunderit, resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender), or (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations 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 11.23 shall apply). Borrower and each other 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 Borrower or such other Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Revolving Credit Loans or Term Loans made by it, or the participations in L/C Obligations held by it or other obligations hereunder, resulting in such XxxxxxLender’s receiving payment of a proportion of the aggregate amount of such Revolving Credit Loans or Term Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Revolving Credit Loans and such other obligations Term Loans, and subparticipations in L/C Obligations, of the other Lenders, or make such other 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 Revolving Credit Loans, Term Loans and other amounts owing them, provided that: (i) 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 (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender), (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; 2.17, or (Cz) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to the Borrower or any Affiliate thereof (as to which the provisions of this Section 11.23 shall apply). The Borrower 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 or such other Loan Party, as applicable, any Guarantor rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower or such other Loan Party Guarantor in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal (a) Obligations in respect of or interest on any of the Loans made by it or Facilities due and payable to such Lender hereunder and under the other obligations hereunder, resulting Loan Documents at such time in such Xxxxxx’s receiving payment excess of a its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such Loans time) of payments on account of the Obligations in respect of the Facilities due and accrued interest thereon greater than payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its pro rata ratable share thereof as provided herein(according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time, then then, in each case under clauses (a) and (b) above, the Lender receiving such greater proportion shall: shall (aA) notify the Administrative Agent of such fact; and , and (bB) purchase (for cash at face value) participations in the Loans and such other obligations sub-participations in L/C Obligations and Swingline Loans of the other Lenders, or make such other 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 Obligations in respect of the Facilities then due and accrued interest on their respective Loans payable to the Lenders or owing (but not due and other amounts owing thempayable) to the Lenders, as the case may be, provided that: (i) if any such participations or sub-participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or sub-participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 11.23 2.13 shall not be construed to apply to: to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1or Disqualified Institution), 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; 2.14, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations sub-participations in L/C Obligations or Swingline Loans to any assignee or participant, other than an assignment to Borrower any Loan Party or any Affiliate thereof (as to which the provisions of this Section 11.23 2.13 shall apply). Borrower and each other Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower or such other Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it or other obligations hereunder, resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its 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 Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 11.23 12.23 shall not be construed to apply to: (A) any payment made by or on behalf of Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.62.5; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to Borrower or any Affiliate thereof (as to which the provisions of this Section 11.23 12.23 shall apply). Borrower and each other 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 Borrower or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it or other obligations hereunder, resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its pro pro-rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (ai) notify the Administrative Agent of such fact; and , and (bii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing to them, provided that: (i) 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 (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of Borrower the Borrowers pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender) or (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to Borrower or any Affiliate thereof (as to which the provisions of this Section 11.23 shall apply). Borrower and each other Loan Party consents The 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 Borrower or such other Loan Party, as applicable, the Borrowers rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party the Borrowers in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the its Loans made by it or other obligations hereunder, hereunder resulting in such Xxxxxx’s Lender receiving payment of a proportion of the aggregate amount of such its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the such Lender receiving such greater proportion shall: shall (ax) notify the Administrative Agent of such fact; and , and (by) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, ; provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 11.23 paragraph shall not be construed to apply to: to (Ax) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Credit Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender), or (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to . The Borrower or any Affiliate thereof (as to which the provisions of this Section 11.23 shall apply). Borrower 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 Borrower or such other each Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other each Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans Advances made by it or other obligations hereunder, resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such Loans Advances or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other LendersAdvances, or make such other 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 Loans Advances and other amounts owing them, provided that: (i) 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 (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of Borrower Company pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender) or (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations Advances to any assignee or participant, other than an assignment to Borrower or any Affiliate thereof the Company (as to which the provisions of this Section 11.23 shall apply). Borrower and each other Loan Party The 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 Borrower or such other Loan Party, as applicable, the Company's rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party the Company in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the its Loans made by it or other obligations hereunder, hereunder resulting in such Xxxxxx’s Lender receiving payment of a proportion of the aggregate amount of such its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, ; provided that: (ia) 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 (iib) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender), or (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to Borrower any Loan Party or any Affiliate Subsidiary thereof (as to which the provisions of this Section 11.23 shall apply). Borrower and each other 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 Borrower or such other each Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other each Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. (a) If any Lender shall, by exercising any right of setoff set-off or counterclaim or otherwise, obtain payment in respect (i) on account of any principal of or interest on any of Obligations due and payable hereunder and under the Loans made by it or other obligations hereunder, Loan Documents at such time resulting in such Xxxxxx’s Lender receiving payment in excess of a its ratable share (calculated according to the proportion of (A) the amount of such Obligations due and payable to such Lender at such time to (B) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such Loans time) of payments on account of the Obligations due and accrued interest thereon greater than payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (ii) of or on account of any of Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its pro rata ratable share thereof as provided herein(calculated according to the proportion of (A) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (B) the aggregate amount of Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time, then the then, in each case, such Lender receiving such greater proportion shall: shall (ax) notify the Administrative Agent of such fact; and , and (by) purchase (for cash at face value) participations in the Loans and such other obligations Obligations of the other LendersLenders due and payable or owing, as the case may be, or make such other adjustments as shall be equitable, so that the benefit of all such excess payments shall be shared by Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, all such Lenders; provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 11.23 2.11 shall not be construed to apply to: to (A1) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to Borrower or any Affiliate thereof . (as to which the provisions of this Section 11.23 shall apply). Borrower and each other Loan b) Each Credit 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 Borrower or such other Loan Party, as applicable, Credit Party rights of setoff set-off and counterclaim (subject to Section 10.09) with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Credit Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the its Loans made by it or other obligations hereunder, hereunder resulting in such Xxxxxx’s Lender receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify Administrative the Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, ; provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 11.23 2.14 shall not be construed to apply to: to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1Lender), 3.4 and 3.5); (B) any amounts applied by the application 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 for in under Section 2.6; 2.15 or Section 2.16, or (CD) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations participations in L/C Obligations Letter of Credit Obligations, Swingline Loans or other obligations hereunder 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 11.23 2.14 shall apply). Borrower and each other Loan Party Each of the Credit Parties consents to the foregoing and agrees, to the extent it may effectively do so under applicable Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower or such other Loan Party, as applicable, Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Credit Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwiseotherwise (other than in connection with a Supplemental Facility), obtain payment in respect of any principal (a) the Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of or interest on any of its Pro Rata Share (according to the Loans made by it or other obligations hereunder, resulting in such Xxxxxx’s receiving payment of a proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such Loans time) of payments on account of the Obligations due and accrued interest thereon greater than payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) the Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its pro rata share thereof as provided hereinPro Rata Share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time, then then, in each case under clauses (a) and (b) above, the Lender receiving such greater proportion shall: shall (aA) notify the Administrative Agent of such fact; and , and (bB) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Obligations then due and accrued interest on their respective Loans payable to the Lenders or owing (but not due and other amounts owing thempayable) to the Lenders, as the case may be, provided that: (i) 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 (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (A) any payment made by or on behalf of Borrower any Loan Party pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1Agreement, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; 2.16, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to Borrower any Loan Party or any Affiliate thereof (as to which the provisions of this Section 11.23 shall apply). Borrower and each other 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 Borrower or such other Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff 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 the its Loans made by it or other obligations hereunder, hereunder resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such its Loans and accrued interest thereon or other such obligations greater than its pro the pro-rata share thereof as provided hereinof the amount such Lender is entitled thereto, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without 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 (ii) the provisions of this Section 11.23 6.3 [Sharing of Payments by Lenders] shall not be construed to apply to: to (Ax) any payment made by or on behalf of Borrower the Loan Parties pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Loan Documents or (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations Participation Advances to any assignee or participant, other than an assignment to Borrower the Borrowers or any Affiliate thereof Subsidiary of a Borrower (as to which the provisions of this Section 11.23 6.3 [Sharing of Payments of Lender] shall apply). Borrower and each other 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 Borrower or such other each Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other each Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shallLender, by exercising any right of setoff or counterclaim or otherwise, obtain obtains any payment in respect of any principal of or interest on any of the Loans made by it or other obligations hereunder, resulting reduction that might result in such Xxxxxx’s Lender receiving payment or other reduction of a proportion of the aggregate amount of such its Loans and accrued interest thereon or other obligations hereunder greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: payment or other reduction shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably rateably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that: (ia) 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, (iib) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of Borrower any Obligor pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and or (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations participations in L/C Obligations disbursements under Letters of Credit to any assignee or participant, other than an assignment to Borrower any Obligor or any Affiliate thereof of an Obligor (as to which the provisions of this Section 11.23 shall apply); and (c) the provisions of this Section shall not be construed to apply to (w) any payment made while no Event of Default has occurred and is continuing in respect of obligations of the Borrower to such Lender that do not arise under or in connection with the Loan Documents, (x) any payment made in respect of an obligation that is secured by a Permitted Lien or that is otherwise entitled to priority over the Borrower’s obligations under or in connection with the Loan Documents, (y) any reduction arising from an amount owing to an Obligor upon the termination of derivatives entered into between the Obligor and such Lender4, or (z) any payment to which such Lender is entitled as a result of any form of credit protection obtained by such Lender. Borrower and each other Loan Party consents The Obligors consent to the foregoing and agreesagree, to the extent it they may effectively do so under applicable Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower or such other Loan Party, as applicable, each Obligor rights of setoff and counterclaim and similar rights of Lenders with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party each Obligor in the amount of such participation.

Sharing of Payments by Xxxxxxx. If If, other than as expressly provided elsewhere herein, any Lender Credit Party shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or of, interest on any of the Loans made by it on, or other obligations hereunder, amounts with respect to the Obligations resulting in such XxxxxxCredit Party’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon Obligations, greater than its pro rata share thereof as provided hereinherein (including as in contravention of the priorities of payment set forth in Section 8.03), then the Lender Credit Party receiving such greater proportion shall: shall (a) notify Administrative the Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations Obligations of the other LendersCredit Parties, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by Lenders the Credit Parties ratably and in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing thempriorities set forth in Section 8.03, provided that: (i) 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 (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of Borrower the Loan Parties pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender), (y) payments made in accordance with Sections 3.12.15 or 2.17, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (Cz) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed 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 11.23 shall apply). Borrower and each other Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Requirement of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower or such other Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the its Loans made by it or other obligations hereunder, hereunder resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such its Loans and accrued interest thereon or other such obligations (other than pursuant 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: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, ; provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; , and (ii) the provisions of this Section 11.23 paragraph shall not be construed to apply to: to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1Lender), 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; 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 Loans or subparticipations participations in L/C Obligations Swingline Loans and Letters of Credit to any assignee or participant, other than an assignment to the Borrower or any Affiliate thereof of its Subsidiaries or Affiliates (as to which the provisions of this Section 11.23 paragraph shall apply). Borrower and each other Loan Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower or such other Loan Party, as applicable, each Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan each Credit Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff 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 the Loans made by it Loan or other obligations hereunder, hereunder resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such Loans the Loan and accrued interest thereon or other such obligations greater than its pro the pro-rata share thereof as provided hereinof the amount such Lender is entitled thereto, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans Loan and such other obligations of the other Lenders, or make such other 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 Loans portion of the Loan and other amounts owing them, provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without 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 (ii) the provisions of this Section 11.23 5.3 shall not be construed to apply to: to (Ax) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Loan Documents or (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations portion of the Loan 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 11.23 5.3 shall apply). The Borrower and each other 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 or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it its Advances or other obligations hereunder, hereunder resulting in such Xxxxxx’s Lender receiving payment of a proportion of the aggregate amount of such Loans its Advances and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans Advances and such other obligations of the other Lenders, or make such other 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 Loans Advances and other amounts owing them, ; provided that: (ia) 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 (iib) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender), or (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations Advances to any assignee or participant, other than an assignment to . The Borrower or any Affiliate thereof (as to which the provisions of this Section 11.23 shall apply). Borrower 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 or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim setoff, counterclaim, payment, fee or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it or other obligations hereunder, resulting in such XxxxxxLender’s receiving payment of a proportion of the aggregate amount of such Committed Loans and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Committed Loans and such other obligations of the other Lenders, or make such other 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 Committed Loans and other amounts owing them, ; provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 11.23 2.11 shall not be construed to apply to: to (Ax) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) including, without limitation, the application of funds arising from the existence of a Defaulting Lender and Sections 3.01, 3.02, 3.04, 3.05 or 10.04), or (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations in L/C Obligations 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 11.23 2.11 shall apply). The Borrower and each other Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable LawLaws, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it or other obligations hereunder, resulting in such XxxxxxLender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Committed Loans and such other obligations subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other 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 Committed Loans and other amounts owing them, provided that: (i) 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 (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of any Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and or Competitor), (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; 2.16, or (Cz) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to Borrower the Company or any Affiliate Subsidiary thereof (as to which the provisions of this Section 11.23 shall apply). Borrower and each other 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 Borrower or such other Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender Credit Party shall, by exercising any right of 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 the Loans made by it or other obligations hereunder, Obligations resulting in such XxxxxxLender’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon Obligations greater than its pro rata share thereof as provided hereinherein (including as in contravention of the priorities of payment set forth in Section 8.03), then the Lender Credit Party receiving such greater proportion shall: shall (a) notify Administrative the Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations Obligations of the other LendersCredit Parties, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by Lenders the Credit Parties ratably and in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing thempriorities set forth in Section 8.03, provided that: (i) 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 (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of Borrower the Loan Parties pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and or (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to Borrower the Borrowers or any Affiliate Subsidiary thereof (as to which the provisions of this Section 11.23 shall apply). Borrower and each other 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 Borrower or such other Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it or other obligations hereunder, resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, provided that: (i) SECTION I. if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) SECTION II. the provisions of this Section 11.23 shall not be construed to apply to: to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); or (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to Borrower any Loan Party or any Affiliate thereof Subsidiary (as to which the provisions of this Section 11.23 shall apply). Borrower and each other 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 Borrower or such other Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If Notwithstanding any Lender shallprovision contained herein, if any Lender, by exercising any right of setoff set-off or counterclaim or otherwise, obtain obtains any payment in respect of any principal of or interest on any of the Loans made by it or other obligations hereunder, resulting reduction that might result in such Xxxxxx’s Lender receiving payment or other reduction of a proportion of the aggregate amount of such Loans its Commitment and accrued interest thereon thereon, other Obligations or Other Secured Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion payment or other reduction shall: : (a) notify Administrative the Agent of such fact; and and (b) purchase (for cash at face value) participations in the Loans and Commitment, such other obligations Obligations and Other Secured Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably rateably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans Commitments, other Obligations and other amounts Other Secured Obligations owing them, provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and; (ii) the provisions of this Section 11.23 shall not be construed to apply to: (A) any payment made by or on behalf of Borrower any Obligor pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6Agreement; or (CB) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans Commitments or subparticipations participation in L/C Obligations disbursements under Letters of Credit to any assignee or participant, other than an assignment to Borrower any Obligor or any Affiliate thereof of an Obligor (as to which the provisions of this Section 11.23 shall apply). Borrower ; and (iii) the provisions of this Section shall not be construed to apply to: (A) any payment made while no Default or Event of Default has occurred and each other is continuing; (B) any payment made in respect of an obligation that is secured by a Permitted Encumbrance, or that is otherwise entitled to priority over the Borrower's obligations under or in connection with the Loan Party consents Documents; (C) any reduction arising from an amount owing to an Obligor upon the foregoing termination of derivatives entered into between the Obligor and agrees, such Lender; or (D) any payment 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 Borrower or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation as fully as if which such Lender were is entitled as a direct creditor result of Borrower or any form of credit protection obtained by such other Loan Party in the amount of such participationLender.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it or other obligations hereunder, resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, provided that: (i) 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 (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender) or (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to the Borrower or any Affiliate thereof (as to which the provisions of this Section 11.23 shall apply). Borrower and each other 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 Borrower or such other Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans Revolving Credit Advances made by it, or the participations in L/C Obligations or in Swing Line Advances held by it or other obligations hereunder, resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such Loans Revolving Credit Advances or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify Administrative the Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans Revolving Credit Advances and such other obligations subparticipations in L/C Obligations and Swing Line Advances of the other Lenders, or make such other 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 Loans Revolving Credit Advances and other amounts owing them, ; provided that: (i) 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 (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of Borrower any Loan Party pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender), (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; 2.13, or (Cz) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans Revolving Credit Advances or subparticipations in L/C Obligations or Swing Line Advances to any assignee or participant, other than an assignment to the Lead Borrower or any Affiliate Subsidiary thereof (as to which the provisions of this Section 11.23 shall apply). Borrower and each other 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 Borrower or such other Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation. For purposes of clause (b) of the definition of Excluded Taxes, any participation acquired pursuant to this Section 4.03 shall be treated as having been acquired on the earlier date(s) in which such Lender acquired the applicable interest(s) in the Commitment(s) to which such participation relates.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the its Loans made by it or other obligations hereunder, hereunder resulting in such Xxxxxx’s Lender receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, ; provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1Lender), 3.4 and 3.5); (B) any amounts applied by the application 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 for in under Section 2.6; 2.15 or Section 2.16, or (CD) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations participations in L/C Obligations Letter of Credit Obligations, Swingline Loans or other obligations hereunder 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 11.23 2.14 shall apply). Borrower and each other Loan Party Each of the Credit Parties consents to the foregoing and agrees, to the extent it may effectively do so under applicable Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower or such other Loan Party, as applicable, Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Credit Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it or other obligations hereunderit, resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinin the Loan Documents, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, provided that: (i) 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 (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) and the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); other Loan Documents or (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to the Borrower or any Affiliate thereof Subsidiary (as to which the provisions of this Section 11.23 shall apply). Borrower and each other 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 Borrower or such other Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the its Loans made by it or other obligations hereunder, hereunder resulting in such Xxxxxx’s Lender receiving payment of a proportion of the aggregate amount of such its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the such Lender receiving such greater proportion shall: shall (ax) notify in writing the Administrative Agent of such fact; and , and (by) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, ; provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 11.23 paragraph shall not be construed to apply to: to (Ax) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Credit Agreement, or (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to Borrower or any Affiliate thereof (as to which the provisions of this Section 11.23 shall apply). The Borrower and Holdings 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 Borrower or such other each Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other each Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the its Loans made by it or other obligations hereunder, resulting in such Xxxxxx’s Lender receiving payment of a greater proportion of the aggregate amount of such its Loans and accrued interest thereon greater than its pro rata share thereof as provided hereinthe proportion received by any other Lender, then the Lender receiving such greater proportion shall: (a) notify Administrative Agent of such fact; and (b) shall purchase (for cash at face value) participations in the Loans and such of other obligations of Lenders to the other Lenders, or make such other adjustments as shall be equitable, 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 Loans and other amounts owing them, Loans; provided that: that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and , and (ii) the provisions of this Section 11.23 4.01(c) shall not be construed to apply to: (A) to any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participantParticipant, other than an assignment to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 11.23 4.01(c) shall apply). The Borrower 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 or such other Loan Party, as applicable, rights of setoff set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it or other obligations hereunder, resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its pro rata share thereof as provided hereinit, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other LendersCommitted Loans, or make such other 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 Committed Loans and other amounts owing them, provided that: : (i) 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 and (ii) the provisions of this Section 11.23 2.11 shall not be construed to apply to: to (Ax) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender) or (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations in L/C Obligations 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 11.23 2.11 shall apply). The Borrower and each other Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.may

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the its Loans made by it or other obligations hereunder, hereunder resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (aA) notify the Administrative Agent of such fact; and , and (bB) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, ; provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 11.23 2.16(d) shall not be construed to apply to: to (Ax) any payment made by or on behalf of a Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender) or (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations participations in L/C Obligations LC Disbursements to any assignee or participant, other than an assignment to Borrower or any Affiliate thereof (as to which the provisions of this Section 11.23 shall apply). Borrower and each other Loan Party consents The Borrowers consent to the foregoing and agreesagree, to the extent it they may effectively do so under applicable Lawlaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower or such other Loan Party, as applicable, the Borrowers rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party the Borrowers in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the its Loans made by it or other obligations hereunder, hereunder resulting in such Xxxxxx’s Lender receiving payment of a proportion of the aggregate amount of such its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the such Lender receiving such greater proportion shall: shall (ax) notify the Administrative Agent of such fact; and , and (by) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, ; provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 11.23 paragraph shall not be construed to apply to: to (Ax) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Credit Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender), or (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations participations in L/C Obligations Disbursements to any assignee or participant, other than an assignment to . The Borrower or any Affiliate thereof (as to which the provisions of this Section 11.23 shall apply). Borrower 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 Borrower or such other each Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other each Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it or other obligations hereunder, resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender) or (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to the Borrower or any Affiliate thereof (as to which the provisions of this Section 11.23 shall apply). The Borrower 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 or such other Loan Party, as applicable, any Guarantor rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower or such other Loan Party Guarantor in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Revolving Loans made by it, or the participations in Swing Line Loans held by it or other obligations hereunder, resulting in such XxxxxxLender’s receiving payment of a proportion of the aggregate amount of such Revolving Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Revolving Loans and such other obligations subparticipations in Swing Line Loans of the other Lenders, or make such other 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 Revolving Loans and other amounts owing them, provided that: : (i) 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 and (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to Borrower or any Affiliate thereof (as to which the provisions of this Section 11.23 shall apply). Borrower and each other 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 Borrower or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.Defaulting

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it or other obligations hereunder, resulting in such Xxxxxx’s Lender receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, Loans; provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 11.23 2.11 shall not be construed to apply to: to (Ax) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (for the avoidance of doubt, as amended from time to time) (including (xSections 2.13 and 3.02) the application of funds arising from the existence of a Defaulting Lender and or (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to the Borrower or any Affiliate thereof of its Affiliates (as to which the provisions of this Section 11.23 2.11 shall apply). The Borrower and each other 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 or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal (a) Obligations in respect of or interest on any of the Loans made by it or Facilities due and payable to such Lender hereunder and under the other obligations hereunder, resulting Loan Documents at such time in such Xxxxxx’s receiving payment excess of a its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such Loans time) of payments on account of the Obligations in respect of the Facilities due and accrued interest thereon greater than payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its pro rata ratable share thereof as provided herein(according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time, then then, in each case under clauses (a) and (b) above, the Lender receiving such greater proportion shall: shall (aA) notify the Administrative Agent of such fact; and , and (bB) purchase (for cash at face value) participations in the Loans and such other obligations sub-participations in L/C Obligations and Swingline Loans of the other Lenders, or make such other 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 Obligations in respect of the Facilities then due and accrued interest on their respective Loans payable to the Lenders or owing (but not due and other amounts owing thempayable) to the Lenders, as the case may be, provided that: (i) if any such participations or sub-participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or sub-participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 11.23 2.13 shall not be construed to apply to: to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1or a Disqualified Institution), 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; 2.14, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations sub-participations in L/C Obligations or Swingline Loans to any assignee or participant, other than an assignment to Borrower any Loan Party or any Affiliate thereof (as to which the provisions of this Section 11.23 2.13 shall apply). Borrower and each other Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower or such other Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it or other obligations hereunder, (excluding any amounts applied by a Swing Line Lender to outstanding Swing Line Loans) resulting in such XxxxxxLender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other 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 Loans and other amounts owing them, provided that: (i) 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 (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender), (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; 2.14 or (Cz) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its 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 11.23 shall apply). Borrower and each other 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 Borrower or such other Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it or other obligations hereunder, resulting in such XxxxxxLender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Committed Loans and such other obligations subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other 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 Committed Loans and other amounts owing them, provided that: (i) 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 (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender), (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; 2.14, or (Cz) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed 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 11.23 shall apply). The Borrower and each other 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 or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff 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 the its Loans made by it or other obligations hereunder, hereunder resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such its Loans and accrued interest thereon or other such obligations greater than its pro the pro-rata share thereof as provided hereinof the amount such Lender is entitled thereto, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without 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 (ii) the provisions of this Section 11.23 5.3 [Sharing of Payments by Lenders] shall not be construed to apply to: to (Ax) any payment made by or on behalf of Borrower the Loan Parties pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Loan Documents or (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations Participation Advances 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 11.23 5.3 [Sharing of Payments by Lenders] shall apply). Borrower and each other 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 Borrower or such other each Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other each Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it or other obligations hereunderit, resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, provided that: : (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and and (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender), or (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations 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 11.23 shall apply). Borrower and each other 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 Borrower or such other Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff 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 the its Loans made by it or other obligations hereunder, hereunder resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such its Loans and accrued interest thereon or other such obligations greater than its the pro rata share thereof as provided hereinof the amount such Lender is entitled thereto, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without 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 (ii) the provisions of this Section 11.23 5.3 shall not be construed to apply to: to (Ax) any payment made by or on behalf of Borrower the Loan Parties pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Loan Documents or (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations Participation Advances to any assignee or participant, other than an assignment to Borrower the Borrowers or any Affiliate Subsidiary thereof (as to which the provisions of this Section 11.23 5.3 shall apply). Borrower and each other 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 Borrower or such other each Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation but without duplication as fully as if such Lender were a direct creditor of Borrower or such other each Loan Party in the amount of such participation. For purposes of clause (ii)(a) of the definition of Excluded Taxes, a Lender that acquires a participation pursuant to this Section 5.3 shall be treated as having acquired such participation on the earlier date(s) on which it acquired an interest in the Loan(s) or Commitment(s) to which such participation relates.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it, or the participations in L/C Obligations held by it or other obligations hereunder, resulting in such XxxxxxLender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations subparticipations in L/C Obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, provided that: (i) 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 (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender), (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; 2.15, or (Cz) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to the Borrower or any Affiliate thereof (as to which the provisions of this Section 11.23 shall apply). Borrower and each other 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 Borrower or such other Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of ofSection 2.14 setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the its Loans made by it or other obligations hereunder, hereunder resulting in such Xxxxxx’s Lender receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, ; provided that: (i) : if any such participations are purchased and all or any portion of the the(i) payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) and the provisions of this Section 11.23 shall not be construed to apply to: to (A) any any(ii) payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1Lender), 3.4 and 3.5); (B) any amounts applied by the application 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 for in under Section 2.6; 2.15 or Section 2.16, or (CD) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations participations in L/C Obligations Letter of Credit Obligations, Swingline Loans or other obligations hereunder 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 11.23 shall apply). Borrower and each other Loan Party Each of the Credit Parties consents to the foregoing and agrees, to the extent it may effectively do so under applicable Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower or such other Loan Party, as applicable, Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Credit Party in the amount of such participation. Cash Collateral. At any time that there shall exist a Defaulting Lender, withinSection 2.15 one (1) Business Day following the written request of the Administrative Agent or the Issuing Bank (with a copy to the Administrative Agent) the Borrower shall Cash Collateralize the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender in an amount sufficient to cover the applicable Fronting Exposure (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender).

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it or other obligations hereunder, resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing themratably, provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (Ay) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (Cz) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment . The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to Borrower or any Affiliate thereof (as to which the provisions of this Section 11.23 shall apply). Borrower and each other Loan Party consents to the foregoing and agrees2.10(b) may, to the fullest extent it may effectively do so under applicable Lawpermitted by law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower or such other Loan Party, as applicable, all its rights of setoff and counterclaim payment (including, without limitation, the right of set-off) with respect to such participation as fully as if such purchasing Lender were a the direct creditor of the Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If If, other than as expressly provided elsewhere herein, any Lender Credit Party shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or of, interest on any of the Loans made by it on, or other obligations hereunder, amounts with respect to the Obligations resulting in such XxxxxxCredit Party’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon Obligations, greater than its pro rata share thereof as provided hereinherein (including as in contravention of the priorities of payment set forth in Section 8.03), then the Lender Credit Party receiving such greater proportion shall: shall (a) notify Administrative the Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations Obligations of the other LendersCredit Parties, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by Lenders the Credit Parties ratably and in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing thempriorities set forth in Section 8.03, provided that: (i1) 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 (ii2) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of Borrower the Loan Parties pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and or (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Term Loans or subparticipations in L/C Obligations 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 11.23 shall apply). Borrower and each other Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Requirement of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower or such other Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal (a) Obligations in respect of or interest on any of the Loans made by it or Facilities due and payable to such Lender hereunder and under the other obligations hereunder, resulting Loan Documents at such time in such Xxxxxx’s receiving payment excess of a its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such Loans time) of payments on account of the Obligations in respect of the Facilities due and accrued interest thereon greater than payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its pro rata ratable share thereof as provided herein(according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time, then then, in each case under clauses (a) and (b) above, the Lender receiving such greater proportion shall: shall (aA) notify the Administrative Agent of such fact; and , and (bB) purchase (for cash at face value) participations in the Loans and such other obligations sub-participations in L/C Obligations and Swingline Loans of the other Lenders, or make such other 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 Obligations in respect of the Facilities then due and accrued interest on their respective Loans payable to the Lenders or owing (but not due and other amounts owing thempayable) to the Lenders, as the case may be, provided that: (ia) if any such participations or sub-participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or sub-participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (iib) the provisions of this Section 11.23 2.13 shall not be construed to apply to: to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1Lender), 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; 2.14, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations sub-participations in L/C Obligations or Swingline Loans to any assignee or participant, other than an assignment to Borrower any Loan Party or any Affiliate thereof (as to which the provisions of this Section 11.23 2.13 shall apply). Borrower and each other Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower or such other Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal (a) Obligations in respect of or interest on any of the Loans made by it or Facilities due and payable to such Lender hereunder and under the other obligations hereunder, resulting Loan Documents at such time in such Xxxxxx’s receiving payment excess of a its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such Loans time) of payments on account of the Obligations in respect of the Facilities due and accrued interest thereon greater than payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its pro rata ratable share thereof as provided herein(according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time, then then, in each case under clauses (a) and (b) above, the Lender receiving such greater proportion shall: shall (aA) notify the Administrative Agent of such fact; and , and (bB) purchase (for cash at face value) participations in the Loans and such other obligations subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other 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 Obligations in respect of the Facilities then due and accrued interest on their respective Loans payable to the Lenders or owing (but not due and other amounts owing thempayable) to the Lenders, as the case may be, provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 11.23 shall not be construed to apply to: (A) any payment made by or on behalf of Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to Borrower or any Affiliate thereof (as to which the provisions of this Section 11.23 shall apply). Borrower and each other 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 Borrower or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.172003018

Sharing of Payments by Xxxxxxx. If If, other than as expressly provided elsewhere herein, any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain payment in respect of any principal of or interest on any account of the Loans made by it it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other obligations share contemplated hereunder) thereof, resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall immediately (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) from the other Lenders such participations in the Loans and such other obligations of the other Lenders, or make such other adjustments made by them as shall be equitablenecessary to cause such purchasing Lender to share the excess payment in respect of such Loans pro rata with each of them; provided, so however, that the benefit of all such payments shall be shared by Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that: (i) if any such participations are purchased and all or any portion of such excess payment is thereafter recovered from the payment giving rise thereto is recoveredpurchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such participations purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price restored paid therefor, without interest thereon. The Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Company in the amount of such recoveryparticipation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section shall from and after such purchase have the right to give all notices, without interest; and (ii) requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. The provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of Borrower the Company pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender), or (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to Borrower the Company or any Affiliate thereof (as to which the provisions of this Section 11.23 shall apply). Borrower and each other Loan Party The Company consents to the foregoing and agrees, to the extent it may effectively do so under applicable Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower or such other Loan Party, as applicable, the Company rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party the Company in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it or other obligations hereunder, resulting in such XxxxxxLender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Committed Loans and such other obligations subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other 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 Committed Loans and other amounts owing them, provided that: (i) 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 (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of a Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender), (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; 2.18 or (Cz) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to Borrower or any Affiliate thereof (as to which the provisions of this Section 11.23 shall apply). Borrower and each other 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 Borrower or such other Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation to the extent set forth herein as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it or other obligations hereunder, resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its 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 Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 11.23 shall not be construed to apply to: (A) any payment made by or on behalf of Borrower Borrowers pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1, 3.4 and 3.5Lender); (B) the application of Cash Collateral provided for in Section 2.6; or (CB) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to any Borrower or any Affiliate thereof (as to which the provisions of this Section 11.23 shall apply). Each Borrower and each other 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 Borrower Borrowers or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower Borrowers or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff 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 the its Loans made by it or other obligations hereunder, hereunder resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such its Loans and accrued interest thereon or other such obligations greater than its the pro rata share thereof as provided hereinof the amount such Lender is entitled thereto, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without 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 (ii) the provisions of this Section 11.23 5.3 shall not be construed to apply to: to (Ax) any payment made by or on behalf of Borrower the Loan Parties pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Loan Documents or (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations Participation Advances to any assignee or participant, other than an assignment to Borrower or any Affiliate Loan Party thereof (as to which the provisions of this Section 11.23 5.3 shall apply). Borrower and each other 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 Borrower or such other each Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other each Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it or other obligations hereunder, resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); or (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to Borrower any Loan Party or any Affiliate thereof Subsidiary (as to which the provisions of this Section 11.23 shall apply). Borrower and each other 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 Borrower or such other Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the its Loans made by it or other obligations hereunder, resulting in such Xxxxxx’s Lender receiving payment of a greater proportion of the aggregate amount of such its Loans and accrued interest thereon greater than its pro rata share thereof as provided hereinthe proportion received by any other Lender, then the Lender receiving such greater proportion shall: (a) notify Administrative Agent of such fact; and (b) shall purchase (for cash at face value) participations in the Loans and such of other obligations of Lenders to the other Lenders, or make such other adjustments as shall be equitable, 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 Loans and other amounts owing them, Loans; provided that: that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and , and (ii) the provisions of this Section 11.23 4.01(c) shall not be construed to apply to: (A) to any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participantParticipant, other than an assignment to Borrower the Company or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 11.23 4.01(c) shall apply). The Borrower 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 or such other Loan Party, as applicable, rights of setoff set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it, or the participations in L/C Obligations or in Swingline Loans held by it or other obligations hereunder, resulting in such XxxxxxLender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations subparticipations in L/C Obligations and Swingline Loans of the other Lenders, or make such other 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 Loans and other amounts owing them, provided that: (i) 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 (ii) the provisions of this Section 11.23 2.13 shall not be construed to apply to: to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Credit Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1Lender), 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; 2.14, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swingline Loans to any assignee or participant, other than an assignment to Borrower any Credit Party or any Affiliate Subsidiary thereof (as to which the provisions of this Section 11.23 2.13 shall apply). Borrower and each other Loan Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable LawLaws, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower or such other Loan Party, as applicable, Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Credit Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it or other obligations hereunder, resulting in such Xxxxxx’s Lender receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, Loans; provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 11.23 2.11 shall not be construed to apply to: to (Ax) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (for the avoidance of doubt, as amended from time to time) (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender) or (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to the Borrower or any Affiliate thereof of its Affiliates (as to which the provisions of this Section 11.23 2.11 shall apply). The Borrower and each other 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 or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it or other obligations hereunder, resulting in such XxxxxxLender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and (b, and i) purchase (for cash at face value) participations in the Committed Loans and such other obligations subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other 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 Committed Loans and other amounts owing them, provided that: (i) 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 (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of any Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and or Competitor), (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; 2.16, or (Cz) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to Borrower the Company or any Affiliate Subsidiary thereof (as to which the provisions of this Section 11.23 shall apply). Borrower and each other 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 Borrower or such other Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or setoff, counterclaim or otherwisebanker’s lien or other any right, 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 the its Loans made by it or Principal or other obligations hereunder, hereunder resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such Loans its Principal and accrued interest Interest thereon or other such obligations greater than its pro the pro-rata share thereof as provided hereinof the amount such Lender is entitled thereto, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans (and related Principal) and such other obligations of the other Lenders, or make such other 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 Principal of and accrued interest Interest on their respective Loans and other amounts owing them, provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without 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 (ii) the provisions of this Section 11.23 3.03 shall not be construed to apply to: to (Ax) any payment made by or on behalf of Borrower the Borrower-Related Parties pursuant to and in accordance with the express terms of this Agreement the Transaction Documents (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender) or (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to Borrower or any Affiliate thereof (as to which the provisions of this Section 11.23 shall apply)Loans. Borrower and each other Loan Each Borrower-Related 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 Borrower or such other Loan Party, as applicable, each Borrower-Related Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan each Borrower-Related Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the its Loans made by it or other obligations hereunder, hereunder resulting in such Xxxxxx’s Lender receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, ; provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (A1) any payment made by or on behalf of Borrower the Borrowers pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender), (2) any amounts applied by the Swingline Lender and to outstanding Swingline Loans, (y3) payments made in accordance with Sections 3.1any amounts applied to Letter of Credit Obligations by the Issuing Bank or Swingline Loans by the Swingline Lender, 3.4 and 3.5); (B) the application of as appropriate, from Cash Collateral provided for in under Section 2.6; 2.15 or Section 2.16, or (C4) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations participations in L/C Obligations Letter of Credit Obligations, Swingline Loans or other obligations hereunder to any assignee or participant, other than an assignment to Borrower the Borrowers or any Affiliate Subsidiary thereof (as to which the provisions of this Section 11.23 shall apply). Borrower and each other Loan Party Each of the Borrowers 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 such Borrower or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or setoff, counterclaim or otherwisebanker’s lien or any other right, 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 the its Loans made by it or other obligations hereunder, hereunder resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such its Loans and accrued interest thereon or other such obligations greater than its pro the pro-rata share thereof as provided hereinof the amount such Lender is entitled thereto, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without 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 (ii) the provisions of this Section 11.23 5.3 shall not be construed to apply to: to (Ax) any payment made by or on behalf of Borrower the Loan Parties pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Loan Documents or (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations Participation Advances 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 11.23 5.3 shall apply). Borrower and each other 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 Borrower or such other each Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other each Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the its Loans made by it or other obligations hereunder, hereunder resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such its Loans and accrued interest thereon or other such obligations (other than pursuant 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: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, ; provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; , and (ii) the provisions of this Section 11.23 paragraph shall not be construed to apply to: to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1Lender), 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; 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 Loans or subparticipations participations in L/C Obligations Swingline Loans and Letters of Credit to any assignee or participant, including any buy back of the Term Loans by the Borrower pursuant to Section 12.9(e) but excluding any other than an assignment or participation to the Borrower or any Affiliate thereof of its Subsidiaries or Affiliates (as to which the provisions of this Section 11.23 paragraph shall apply). Borrower and each other Loan Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower or such other Loan Party, as applicable, each Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan each Credit Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it or other obligations hereunder, resulting in such XxxxxxLender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Committed Loans and such other obligations subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other 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 Committed Loans and other amounts owing them, provided that: (i) 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 (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender), (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; 2.16, or (Cz) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed 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 11.23 shall apply). The Borrower and each other Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender Credit Party shall, by exercising any right of 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 the Loans made by it or other obligations hereunder, Obligations resulting in such XxxxxxLender’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon Obligations greater than its pro rata share thereof as provided hereinherein (including as in contravention of the priorities of payment set forth in Section 8.03), then the Lender Credit Party receiving such greater proportion shall: shall (a) notify Administrative the Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations Obligations of the other LendersCredit Parties, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by Lenders the Credit Parties ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that: (i) if any such participations 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 (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of Borrower the Loan Parties pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and or (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to Borrower the Borrowers or any Affiliate Subsidiary thereof (as to which the provisions of this Section 11.23 shall apply). Borrower and each other 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 Borrower or such other Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. (a) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect (a) on account of any principal of or interest on any of Obligations due and payable hereunder and under the Loans made by it or other obligations hereunder, Loan Documents at such time resulting in such Xxxxxx’s Lender receiving payment in excess of a its ratable share (calculated according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such Loans time) of payments on account of the Obligations due and accrued interest thereon greater than payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) of or on account of any of Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its pro rata ratable share thereof as provided herein(calculated according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time, then the in each case, such Lender receiving such greater proportion shall: shall (ax) notify Administrative the Agent of such fact; and , and (by) purchase (for cash at face value) participations in the Loans and such other obligations Obligations of the other LendersLenders due and payable or owing, as the case may be, or make such other adjustments as shall be equitable, so that the benefit of all such excess payments shall be shared by Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, all such Lenders; provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (A1) any payment made by or on behalf of Borrower the Company pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to Borrower the Company or any Affiliate Subsidiary thereof (as to which the provisions of this Section 11.23 shall apply). Borrower and each other Loan Party . (b) The Obligor 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 Borrower or such other Loan Party, as applicable, the Obligor rights of setoff and counterclaim (subject to Section 10.09) with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party the Obligor in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the its Loans made by it or other obligations hereunder, hereunder resulting in such Xxxxxx’s Lender receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, ; provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1or Disqualified Institution), 3.4 and 3.5); (B) any amounts applied by the application Swing Line Lender to outstanding Swing Line Loans, (C) any amounts applied to Letter of Credit Obligations by the Issuing Bank or Swing Line Loans by the Swing Line Lender, as appropriate, from Cash Collateral provided for in under Section 2.6; 2.15 or Section 2.16, or (CD) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations participations in L/C Obligations Letter of Credit Obligations, Swing Line Loans or other obligations hereunder 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 11.23 shall applyapply (other than payments permitted by Section 2.18 or Section 11.5(g)). Borrower and each other Each of the Loan Party Parties consents to the foregoing and agrees, to the extent it may effectively do so under applicable Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower or such other Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal (a) the Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of or interest on any of its ratable share (according to the Loans made by it or other obligations hereunder, resulting in such Xxxxxx’s receiving payment of a proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such Loans time) of payments on account of the Obligations due and accrued interest thereon greater than payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its pro rata ratable share thereof as provided herein(according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time, then then, in each case under clauses (a) and (b) above, the Lender receiving such greater proportion shall: shall (aA) notify the Administrative Agent of such fact; and , and (bB) purchase (for cash at face value) participations in the Loans and such other obligations subparticipations in L/C Obligations of the other Lenders, or make such other 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 Obligations then due and accrued interest on their respective Loans payable to the Lenders or owing (but not due and other amounts owing thempayable) to the Lenders, as the case may be, provided that: (i1) 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 (ii2) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender), (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; 2.15, or (Cz) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to Borrower any Loan Party or any Affiliate thereof (as to which the provisions of this Section 11.23 shall apply). Borrower and each other 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 Borrower or such other Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it or other obligations hereunder, resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 11.23 shall not be construed to apply to: (A) to any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to Borrower or any Affiliate thereof (as to which the provisions of this Section 11.23 shall applyLender). The Borrower 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 or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower or such other Loan Party in the amount of such participation. This section shall not apply to any action taken by CoBank with respect to any CoBank Equities held by the Borrower.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal (a) Obligations in respect of or interest on any of the Loans made by it or Facilities due and payable to such Lender hereunder and under the other obligations hereunder, resulting Loan Documents at such time in such Xxxxxx’s receiving payment excess of a its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time, to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such Loans time) of payments on account of the Obligations in respect of the Facilities due and accrued interest thereon greater than its pro rata share thereof as provided hereinpayable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time, then the Lender receiving such greater proportion shall: (a) notify Administrative Agent of such fact; and or (b) purchase (for cash at face value) participations Obligations in the Loans and such other obligations respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:Loan 78 CHAR1\1940028v1CHAR1\1940028v4 (i1) 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 and (ii2) the provisions of this Section 11.23 2.13 shall not be construed to apply to: to (Ax) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender), (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; 2.14, or (Cz) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swingline Loans to any assignee or participant, other than an assignment to Borrower any Loan Party or any Affiliate thereof (as to which the provisions of this Section 11.23 2.13 shall apply). Borrower and each other 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 Borrower or such other Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it or other obligations hereunder, resulting in such XxxxxxLender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Committed Loans and such other obligations subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other 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 Committed Loans and other amounts owing them, provided that: : (i) 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 and (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of any Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender), (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; 2.16, or (Cz) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to Borrower the Facility Guarantor or any Affiliate Subsidiary thereof (as to which the provisions of this Section 11.23 shall apply). Borrower and each other 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 Borrower or such other Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it or other obligations hereunder, resulting in such XxxxxxLender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Committed Loans and such other obligations subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other 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 Committed Loans and other amounts owing them, provided that: (i) 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 (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1Lender), 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; 2.16, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed 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 11.23 shall apply). The Borrower 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 Borrower or such other Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff pursuant to Section 11.08 or counterclaim or otherwise, obtain payment in respect of any principal (a) Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of or interest on any of its ratable share (according to the Loans made by it or other obligations hereunder, resulting in such Xxxxxx’s receiving payment of a proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such Loans time) of payments on account of the Obligations due and accrued interest thereon greater than payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its pro rata ratable share thereof as provided herein(according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time, then then, in each case, the Lender receiving such greater proportion shall: shall (aA) notify the Administrative Agent of such fact; and , and (bB) purchase (for cash at face value) participations in the Loans and such other obligations sub-participations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other 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 Obligations then due and accrued interest on their respective Loans payable to the Lenders or owing (but not due and other amounts owing thempayable) to the Lenders, as the case may be; provided that: that (i1) if any such participations or sub-participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or sub-participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and , and (ii2) the provisions of this Section 11.23 2.13 shall not be construed to apply to: to (Ax) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender), (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; this Agreement, or (Cz) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations sub-participations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to Borrower any Loan Party or any Affiliate thereof (as to which the provisions of this Section 11.23 2.13 shall apply). Borrower and each other 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 Borrower or such other Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it or other obligations hereunderit, resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its 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 Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that: (i) if any such participations 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 (ii) the provisions of this Section 11.23 shall not be construed to apply to: (Ax) any payment made by or on behalf of any Borrower Party pursuant to and in accordance with the express terms of this Credit Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1, 3.4 and 3.5Lender); (By) the application of Cash Collateral provided for in Section 2.6Sections 2.07(h) and 4.08; or (Cz) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations and Letters of Credit to any assignee Assignee or participantParticipant, other than an assignment to any Borrower or any Affiliate thereof Party (as to which the provisions of this Section 11.23 shall apply). Each Borrower and each other 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 such Borrower or such other Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it or other obligations hereunder, resulting in such XxxxxxLender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Committed Loans and such other obligations subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other 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 Committed Loans and other amounts owing them, provided that: : (i) 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 and (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender), (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; 2.16, or (Cz) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed 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 11.23 shall apply). Borrower and each other 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 Borrower or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.53 0000-0000-0000.14875-3923-5757.8

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal (a) Obligations in respect of or interest on any of the Loans made by it or Facilities due and payable to such Lender hereunder and under the other obligations hereunder, resulting Loan Documents at such time in such Xxxxxx’s receiving payment excess of a its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such Loans time) of payments on account of the Obligations in respect of the Facilities due and accrued interest thereon greater than payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its pro rata ratable share thereof as provided herein(according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of 150575819 the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time, then then, in each case under clauses (a) and (b) above, the Lender receiving such greater proportion shall: (aA) notify the Administrative Agent of such fact; and , and (bB) purchase (for cash at face value) participations in the Loans and such other obligations subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other 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 Obligations in respect of the Facilities then due and accrued interest on their respective Loans payable to the Lenders or owing (but not due and other amounts owing thempayable) to the Lenders, as the case may be, provided that: (i) 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 (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of a Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender), (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; 2.17, or (Cz) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to Borrower the Company or any Affiliate Subsidiary thereof (as to which the provisions of this Section 11.23 shall apply). Each Borrower 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 such Borrower or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. (1) If any Lender shallLender, by exercising any right of setoff or counterclaim or otherwise, obtain obtains any payment in respect of any principal of or interest on any of the Loans made by it or other obligations hereunder, resulting reduction that might result in such Xxxxxx’s Lender receiving payment or other reduction of a proportion of the aggregate amount of such Loans its Accommodations and accrued interest thereon or other obligations hereunder greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: payment or other reduction shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans Accommodations Outstanding and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably rateably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans Accommodations Outstanding and other amounts owing them, provided that: (ia) 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; (iib) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of Borrower any Loan Party pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and or (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans Accommodations or subparticipations participations in L/C Obligations disbursements under a Documentary Credit to any assignee or participant, other than an assignment to Borrower any Loan Party or any Affiliate thereof of a Loan Party (as to which the provisions of this Section 11.23 shall apply). Borrower ; and (c) the provisions of this Section shall not be construed to apply to (w) any payment made while no Event of Default has occurred and each other is continuing in respect of obligations of the Borrowers to such Lender that do not arise under or in connection with the Credit Documents, (x) any payment made in respect of an obligation that is secured by a Permitted Encumbrance or that is otherwise entitled to priority over the Borrowers’ obligations under or in connection with the Credit Documents, (y) any reduction arising from an amount owing to a Loan Party consents upon the termination of derivatives entered into between the Loan Party and such Lender, or (z) any payment to which such Lender is entitled as a result of any form of credit protection obtained by such Lender. (2) The Loan Parties 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 Borrower or such other each Loan Party, as applicable, Party rights of setoff and counterclaim and similar rights of Lenders with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other each Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it or other obligations hereunder, resulting in such XxxxxxLender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Committed Loans and such other obligations subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other 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 Committed Loans and other amounts owing them, provided that: (i) 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 (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of a Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender), (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; 2.16 or (Cz) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to Borrower the Company or any Affiliate Subsidiary thereof (as to which the provisions of this Section 11.23 shall apply). Each Borrower 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 such Borrower or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of of, or interest on on, any of the Loans made by it, or the participations in Swing Line Loans held by it or other obligations hereunder, (excluding any amounts applied by the Swing Line Lender to outstanding Swing Line Loans) resulting in such XxxxxxLender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon that is greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations sub-participations in Swing Line Loans of the other Lenders, or make such other 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 of, and accrued interest on on, their respective Loans and other amounts owing to them, provided provided, that: (i1) if any such participations or sub-participations are purchased and all all, or any portion portion, of the payment giving rise thereto is recovered, such participations or sub-participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii2) the provisions of this Section 11.23 2.12 shall not be construed to apply to: to (A) any payment made by by, or on behalf of of, the Borrower pursuant to to, and in accordance with with, the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1Lender), 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; 2.13, or (C) any payment obtained by a Lender as consideration for the assignment of of, or sale of a participation in in, any of its Loans or subparticipations in L/C Obligations sub- participations 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 11.23 2.12 shall apply). The Borrower and each other 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 or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation participation, as fully as if such Lender were a direct creditor of Borrower or such other Loan Party the Borrower, in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shallLender, by exercising any right of setoff or counterclaim or otherwise, obtain obtains any payment in respect of any principal of or interest on any of the Loans made by it or other obligations hereunder, resulting reduction that might result in such Xxxxxx’s Lender receiving payment or other reduction of a proportion of the aggregate amount of such Loans its Accommodations and accrued interest thereon or other obligations hereunder greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: payment or other reduction shall (a) notify Administrative the Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans Accommodations outstanding and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably rateably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans Accommodations outstanding and other amounts owing them, provided that: (ia) 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; (iib) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of Borrower any Credit Party pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and or (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the LEGAL_1:83363388.10 RBC – AltaLink (AILP) – 2024 Amended and Restated Credit Agreement assignment of or sale of a participation in any of its Loans Accommodations or subparticipations participations in L/C Obligations disbursements under Documentary Credits to any assignee or participantParticipant, other than an assignment to Borrower any Credit Party or any Affiliate thereof of a Credit Party (as to which the provisions of this Section 11.23 shall apply); and (c) the provisions of this Section shall not be construed to apply to (w) any payment made while no Event of Default has occurred and is continuing in respect of obligations of the Borrower to such Lender that do not arise under or in connection with the Loan Documents, (x) any payment made in respect of an obligation that is secured by a Permitted Lien or that is otherwise entitled to priority over the Borrower’s obligations under or in connection with the Loan Documents, (y) any reduction arising from an amount owing to a Credit Party upon the termination of derivatives entered into between the Credit Party and such Lender, or (z) any payment to which such Lender is entitled as a result of any form of credit protection obtained by such Lender. Borrower and each other Loan Party consents The Credit Parties consent to the foregoing and agreesagree, to the extent it they may effectively do so under applicable Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower or such other Loan Party, as applicable, each Credit Party rights of setoff and counterclaim and similar rights of Lenders with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan each Credit Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender Secured Party shall, by exercising any right of setoff set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any account of the Loans made by it or other obligations hereunder, resulting in such Xxxxxx’s Secured Party receiving payment of a greater proportion of the aggregate amount of such Loans and accrued interest thereon greater then due than its pro rata share thereof as provided hereinthe proportion received by any other Secured Party, then the Lender Secured Party receiving such greater proportion shall: (a) notify Administrative Agent of such fact; and (b) shall purchase (for cash at face value) participations in the Loans and such Commitments of other obligations of Lenders to the other Lenders, or make such other adjustments as shall be equitable, 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 Loans and other amounts owing them, Loans; provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and and (ii) the provisions of this Section 11.23 paragraph shall not be construed to apply to: (A) an assignment or participation made pursuant to Section 12.02(c) or 2.17; or (B) any other payment made by or on behalf of Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to Borrower WLFC or any Affiliate thereof (as to which the provisions of this Section 11.23 paragraph shall apply). Borrower and each other Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a apply unless such assignment or participation is made pursuant to the foregoing arrangements may exercise against Borrower Section 12.04(b)(iii) or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation2.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it or other obligations hereunder, resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made or a prepayment in accordance with Sections 3.1Section 2.03(a)(ii)), 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (Cy) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to the Borrower or any Affiliate Subsidiary thereof in a transaction not in compliance with Section 2.03(a)(ii) (as to which the provisions of this Section 11.23 shall apply). The Borrower 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 or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Revolving Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it or other obligations hereunder, resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such Revolving Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify Administrative the applicable Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Revolving Loans and such other obligations subparticipations in L/C Obligations and in Swing Line Loans of the other Lenders, or make such other 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 Revolving Loans and other amounts owing them; provided, provided that: : (i) 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 and (ii) the provisions of this Section 11.23 2.13 shall not be construed to apply to: to (A) any payment made by or on behalf of any Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1Lender), 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; 2.16, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Loans or subparticipations in L/C Obligations or in Swing Line Loans to any assignee or participant, other than an assignment to Borrower Ryder or any Affiliate thereof Subsidiary (as to which the provisions of this Section 11.23 2.13 shall apply). Each Borrower and each other 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 such Borrower or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Revolving Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it or other obligations hereunder, resulting in such XxxxxxLender’s receiving payment of a proportion of the aggregate amount of such Revolving Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Revolving Loans and such other obligations subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other 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 Revolving Loans and other amounts owing them, provided that: (i) 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 (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender), (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; 2.17, or (Cz) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its 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 11.23 shall apply). The Borrower 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 or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it or other obligations hereunderit, resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, provided that: (ia) 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 (iib) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender), (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations 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 11.23 shall apply). The Borrower and each other 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 or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower or such other Loan Party in the amount of such participation.. AMERICAS/2024323487.9

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the its Loans made by it or other obligations hereunder, hereunder resulting in such Xxxxxx’s Lender receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, ; provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (A) any payment made by or on behalf of Borrower the Borrowers pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1Lender), 3.4 and 3.5); (B) any amounts applied by the application 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 for in under Section 2.6; 2.15 or Section 2.16, or (CD) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations participations in L/C Obligations Letter of Credit Obligations, Swingline Loans or other obligations hereunder to any assignee or participant, other than an assignment to Borrower the Borrowers or any Affiliate Subsidiary thereof (as to which the provisions of this Section 11.23 shall apply). Borrower and each other Loan Party Each of the Credit Parties consents to the foregoing and agrees, to the extent it may effectively do so under applicable Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower or such other Loan Party, as applicable, Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Credit Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If If, other than as expressly provided elsewhere herein, any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain payment in respect of any principal of or interest on any account of the Loans made by it it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other obligations share contemplated hereunder) thereof, resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall immediately (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) from the other Lenders such participations in the Loans and such other obligations of the other Lendersmade by them, or make such other adjustments as shall be equitablenecessary to cause such purchasing Lender to share the excess payment in respect of such Loans pro rata with each of them; provided, so however, that the benefit of all such payments shall be shared by Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that: (ix) if any such participations are purchased and all or any portion of such excess payment is thereafter recovered from the payment giving rise thereto is recoveredpurchasing Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such participations purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price restored paid therefor, together with an amount equal to such paying Xxxxxx’s ratable share (according to the extent proportion of (i) the amount of such recoverypaying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without interest; and further interest thereon and (iiy) the provisions of this Section 11.23 shall not be construed to apply to: to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (yLender) payments made in accordance with Sections 3.1, 3.4 and 3.5); or (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to the Borrower or any Affiliate thereof Subsidiary (as to which the provisions of this Section 11.23 shall apply). The Borrower and each other Loan Party consents to the foregoing and agreesagrees that any Lender so purchasing a participation from another Lender may, to the fullest extent it may effectively do so under applicable Lawpermitted by law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower or such other Loan Party, as applicable, all its rights of setoff and counterclaim payment (including the right of set-off, but subject to Section 11.08) with respect to such participation as fully as if such Lender were a the direct creditor of the Borrower or such other Loan Party in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Revolving Loans or Term Loans made by it or other obligations hereunder, the participations in L/C Obligations resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such Revolving Loans, Term Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Revolving Loans, Term Loans and such other obligations subparticipations in L/C Obligations of the other Lenders, or make such other 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 Revolving Loans, Term Loans and or such other amounts owing them, as applicable, provided that: (i) 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 (ii) the provisions of this Section 11.23 2.14 shall not be construed to apply to: to (Ax) any payment made by or on behalf of any Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and or Disqualified Institution), (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; 2.17 or (Cz) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to Borrower the Borrowers or any Affiliate Subsidiary thereof (as to which the provisions of this Section 11.23 2.14 shall apply). Each Borrower and each other Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable LawLaws, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower or such other Loan Party, as applicable, Borrower’s rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Revolving Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it or other obligations hereunder, resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such Revolving Loans or participations and accrued interest thereon 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 , and (b) purchase (for cash at face value) participations in the Revolving Loans and such other obligations subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other 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 Revolving Loans and other amounts owing them, provided that: : (i) 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 and (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of Borrower the Loan Parties pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender), (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or 2.15, (Cz) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its 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 11.23 shall apply). Borrower and each other Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower or such other Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it or other obligations hereunder, resulting in such XxxxxxLender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Committed Loans and such other obligations subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other 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 Committed Loans and other amounts owing them, provided that: (i) 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 (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of any Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender), (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; 2.16, or (Cz) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to Borrower the Company or any Affiliate thereof (as to which the provisions of this Section 11.23 shall apply). Borrower and each other Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower or such other Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it or other obligations hereunder, resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its 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 Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 11.23 shall not be construed to apply to: (A) any payment made by or on behalf of Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) CREDIT AGREEMENT – Page 130 LEGAL_US_W # 119605720.10181885305.2 payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to Borrower or any Affiliate thereof (as to which the provisions of this Section 11.23 shall apply). Borrower and each other 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 Borrower or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff setoff, counterclaim or counterclaim banker's lien, by receipt of voluntary payment, by realization upon security, or by any other non-pro rata source or otherwise, obtain payment in respect of any principal of or interest on any of the its Loans made by it or other obligations hereunder, hereunder resulting in such Xxxxxx’s Lender receiving payment of a proportion of the aggregate amount of such its Loans and accrued interest thereon or other such obligations greater than its pro pro-rata share thereof as provided hereinof the amount such Lender is entitled hereunder, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts Obligations owing them, provided that: (ia) 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 (iib) the provisions of this Section 11.23 2.17 shall not be construed to apply to: to (Ax) any payment made by or on behalf of Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender Lender) made by the Loan Parties pursuant to and (y) payments made in accordance with Sections 3.1the express terms of the Loan Documents, 3.4 and 3.5); (By) the application of Cash Collateral provided for in Section 2.6; 2.19 or (Cz) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations Participation Advances 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 11.23 2.17 shall apply). Borrower and each other 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 Borrower or such other each Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other each Loan Party in the amount of such participation. This Section 2.17 shall not apply to any action taken by any Farm Credit Lender with respect to any Farm Credit Equities held by the Borrower or any cash patronage, whether on account of foreclosure of any Lien thereon, retirement and cancellation of the same, exercise of setoff rights or otherwise.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Revolving Loans made by it, or the participations in L/C Obligations, in U.S. Swing Line Loans or in Euro Swing Line Loans held by it or other obligations hereunder, resulting in such XxxxxxLender’s receiving payment of a proportion of the aggregate amount of such Revolving Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Revolving Loans and such other obligations subparticipations in L/C Obligations, in U.S. Swing Line Loans, and in Euro Swing Line Loans of the other Lenders, or make such other 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 CHAR1\1990274v1 principal of and accrued interest on their respective Revolving Loans and other amounts owing them; provided, provided that: : (i) 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 and (ii) the provisions of this Section 11.23 2.13 shall not be construed to apply to: to (A) any payment made by or on behalf of any Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1Lender), 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; 2.16, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Loans or subparticipations in L/C Obligations Obligations, in U.S. Swing Line Loans, or in Euro Swing Line Loans to any assignee or participant, other than an assignment to Borrower the Company or any Affiliate thereof Subsidiary (as to which the provisions of this Section 11.23 2.13 shall apply). Each Borrower and each other 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 such Borrower or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it, or the participations in L/C Obligations or in Swingline Loans held by it or other obligations hereunder, resulting in such XxxxxxLender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations subparticipations in L/C Obligations and Swingline Loans of the other Lenders, or make such other 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 Loans and other amounts owing them, ; provided that: (i) 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; andand 317687440.5 (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1Lender), 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; 2.14, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swingline Loans to any assignee or participant, other than an assignment to Borrower any Loan Party or any Affiliate thereof Subsidiary (as to which the provisions of this Section 11.23 shall apply). Borrower and each other 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 Borrower or such other Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of of, or interest on on, any of the CHAR1\0000000x0 2 Loans made by it, or the participations in Swing Line Loans held by it or other obligations hereunder, (excluding any amounts applied by the Swing Line Lender to outstanding Swing Line Loans) resulting in such XxxxxxLender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon that is greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations sub-participations in Swing Line Loans of the other Lenders, or make such other 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 of, and accrued interest on on, their respective Loans and other amounts owing to them, provided provided, that: (i1) if any such participations or sub-participations are purchased and all all, or any portion portion, of the payment giving rise thereto is recovered, such participations or sub-participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii2) the provisions of this Section 11.23 2.12 shall not be construed to apply to: to (A) any payment made by by, or on behalf of of, any Borrower pursuant to to, and in accordance with with, the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1Lender), 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; 2.13, or (C) any payment obtained by a Lender as consideration for the assignment of of, or sale of a participation in in, any of its Loans or subparticipations in L/C Obligations sub- participations Swing Line Loans to any assignee or participant, other than an assignment to any Borrower or any Affiliate Subsidiary thereof (as to which the provisions of this Section 11.23 2.12 shall apply). Each Borrower and each other 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 such Borrower or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation participation, as fully as if such Lender were a direct creditor of Borrower or such other Loan Party Borrower, in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it or other obligations hereunderit, resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender) or (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations 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 11.23 shall apply). The Borrower 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 or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwiseotherwise (excluding payments received pursuant to Section 2.13), obtain payment in - 24 - respect of any principal of or interest on any of the its Loans made by it or other obligations hereunder, hereunder resulting in such Xxxxxx’s Lender receiving payment of a proportion of the aggregate amount of such its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, ; provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 11.23 paragraph shall not be construed to apply to: to (Ax) any payment made by or on behalf of any Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and or pursuant to Section 3.05), or (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to Borrower or any Affiliate thereof (as to which the provisions of this Section 11.23 shall apply). Borrower and each other 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 of this Section 2.11 may exercise against Borrower or such other each Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other each Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff setoff, counterclaim or counterclaim banker’s lien, by receipt of voluntary payment, by realization upon security, or by any other non-pro rata source or otherwise, obtain payment in respect of any principal of or interest on any of the its Loans made by it or other obligations hereunder, Obligations hereunder resulting in such Xxxxxx’s Lender receiving payment of a proportion of the aggregate amount of such its Loans and accrued interest thereon or other such Obligations greater than its pro rata share thereof as provided hereinof the amount such Lender is entitled hereunder, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations Obligations of the other Lenders, or make such other 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 Loans and other amounts Obligations owing them; provided, provided that: (ia) 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 interestinterest other than 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 (iib) the provisions of this Section 11.23 2.14 shall not be construed to apply to: to (Ax) any payment made by or on behalf of Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender Lender) made by the Loan Parties pursuant to and (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application express terms of Cash Collateral provided for in Section 2.6; the Loan Documents or (Cy) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations Participation Advances 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 11.23 2.14 shall apply). Borrower and each other 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 Borrower or such other each Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other each Loan Party in the amount of such participation. This Section 2.14 shall not apply to any action taken by CoBank with respect to any CoBank Equities held by the Borrower or any cash patronage, whether on account of foreclosure of any Lien thereon, retirement and cancellation of the same, exercise of setoff rights or otherwise.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it or other obligations hereunder, resulting in such Xxxxxx’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other 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 Loans and other amounts owing them, ; provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 11.23 shall not be construed to apply to: (A) to any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to Borrower or any Affiliate thereof (as to which the provisions of this Section 11.23 shall applyLender). The Borrower 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 or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Revolving Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it or other obligations hereunder, resulting in such XxxxxxLender’s receiving payment of a proportion of the aggregate amount of such Revolving Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Revolving Loans and such other obligations subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other 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 Revolving Loans and other amounts owing them, provided that: (i) 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 (ii) the provisions of this Section 11.23 shall not be construed to apply to: to (Ax) any payment made by or on behalf of a Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and Lender), (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; 2.15, or (Cz) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to a Borrower or any Affiliate thereof (as to which the provisions of this Section 11.23 shall apply). Each Borrower 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 such Borrower or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower or such other Loan Party in the amount of such participation.

Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff setoff,2.14 counterclaim or counterclaim banker’s lien, by receipt of voluntary payment, by realization upon security, or by any other non-pro rata source or otherwise, obtain payment in respect of any principal of or interest on any of the its Loans made by it or other obligations hereunder, Obligations hereunder resulting in such Xxxxxx’s Lender receiving payment of a proportion of the aggregate amount of such its Loans and accrued interest thereon or other such Obligations greater than its pro rata share thereof as provided hereinof the amount such Lender is entitled hereunder, then the Lender receiving such greater proportion shall: shall (a) notify the Administrative Agent of such fact; and , and (b) purchase (for cash at face value) participations in the Loans and such other obligations Obligations of the other Lenders, or make such other 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 Loans and other amounts Obligations owing them; provided, provided that: (i) : if any such participations are purchased and all or any portion of the payment payment(a) giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interestinterest other than 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 (ii) and the provisions of this Section 11.23 2.14 shall not be construed to apply to: (A) any payment made by or on behalf of Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) any(b) payment (including the application of funds arising from the existence of a Defaulting Lender Lender) made by the Loan Parties pursuant to and (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application express terms of Cash Collateral provided for in Section 2.6; the Loan Documents or (Cy) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations Participation Advances 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 11.23 2.14 shall apply). Borrower and each other 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 Borrower or such other each Loan Party, as applicable, Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other each Loan Party in the amount of such participation. This Section 2.14 shall not apply to any action taken by CoBank with respect to any CoBank Equities held by the Borrower, including pursuant to Section 9.2(c) or any cash patronage, whether on account of foreclosure of any Lien thereon, retirement and cancellation of the same, exercise of setoff rights or otherwise. Defaulting Lenders.