Common use of Sharing of Payments, Etc Clause in Contracts

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Share, such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying 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. The Borrower 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 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account Lenders agree among themselves that (i) with respect to all amounts received by them which are applicable to the payment of the Loans obligations of Borrower or Guarantor under the Loan, equitable adjustment will be made so that, in effect, all such amounts will be shared among them ratably in accordance with their Pro Rata Shares in the Loan, whether received by it voluntary payment, by counterclaim or cross action or by the enforcement of any or all of such obligations, (ii) if any of them shall by voluntary payment (whether voluntary, involuntary, through or by the exercise of any right of set-off, counterclaim or otherwise) in excess , receive payment of a proportion of the aggregate amount of such obligations held by it which is greater than its Pro Rata Share, such Lender shall immediately (a) notify Share in the Agent Loan of the payments on account of such factobligations, the one receiving such excess payment shall purchase, without recourse or warranty, an undivided interest and participation (b) purchase from the other Lenders such participation in the Loans made by them as which it shall be necessary deemed to cause have done simultaneously upon the receipt of such purchasing Lender payment) in such obligations owed to share the excess payment pro rata others so that all such recoveries with each of themrespect to such obligations shall be applied ratably in accordance with such Pro Rata Shares; provided, however, that if all or any portion part of such excess payment received by the purchasing party is thereafter recovered from the purchasing Lenderit, such purchase those purchases shall to that extent be rescinded and each other Lender the purchase prices paid for such participations shall repay be returned to that party to the purchasing Lender the purchase price paid thereforextent necessary to adjust for such recovery, together with an amount equal to such paying Lender’s ratable share (according but without interest except to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from extent the purchasing Lender) of any party is required to pay interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredconnection with such recovery. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 12.6 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Share, such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s '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. The Borrower 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 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.

Sharing of Payments, Etc. If, other than as expressly 32 84 provided elsewhere herein, any Lender Bank or Swap Provider shall obtain on account of the Loans made by it Obligations in its favor any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender Bank shall, and each Bank that is an Affiliate of such Swap Provider shall cause such Swap Provider to, immediately (a) notify the Agent Agents of such fact, and (b) purchase from the other Lenders Banks and Swap Providers such participation participations in the Loans made by them and the Specified Swap Amounts owing to them as shall be necessary to cause such purchasing Lender Bank and Swap Provider to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other Lender Bank and Swap Provider shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying Lender’s Bank's and Swap Provider's ratable share (according to the proportion of (i) the amount of such paying Lender’s Bank's and Swap Provider's required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower Company agrees that any Lender Bank so purchasing a participation from another Lender Bank or Swap Provider may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.510.10) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower Company 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 participation participations purchased under this Section and will in each case notify the Lenders Banks following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere hereinin Section 3.08 or 10.08 hereof, any Lender Bank shall obtain on account of the Committed Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Share, such Lender Bank shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders Banks such participation participations in the Committed Loans made by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying LenderBank’s ratable share (according to the proportion of (i) the amount of such paying LenderBank’s required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower Company agrees that any Lender Bank so purchasing a participation from another Lender Bank may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.510.09) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders Banks following any such purchase purchases or repaymentrepayments. Any Bank having outstanding both Committed Loans and Bid Loans at any time a right of set-off is exercised by such Bank shall apply the proceeds of such set-off first to such Bank’s Committed Loans, until its Committed Loans are reduced to zero, and thereafter to its Bid Loans.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it LC Obligations any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata SharePercentage, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made Obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying 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. The Borrower 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 10.510.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account any payment or reduction (including, without limitation, any amounts received as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code) of the Loans made by it any payment Obligations (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Sharepro rata portion of payments or reductions on account of such obligations obtained by all the Lenders, such Lender shall immediately forthwith (ai) notify each of the other Lenders and Administrative Agent of such factreceipt, and (bii) purchase from the other Lenders such participation participations in the Loans made by them affected obligations as shall be necessary to cause such purchasing Lender to share the excess payment pro rata or reduction, net of costs incurred in connection therewith, ratably with each of them; provided, however, provided that if all or any portion of such excess payment or reduction is thereafter recovered from such purchasing Lender or additional costs are incurred, the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according restored to the proportion of (i) the amount extent of such paying Lender’s recovery or such additional costs, but without interest unless the Lender obligated to return such funds is required repayment to (ii) the total amount so recovered from the purchasing Lender) of any pay interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredon such funds. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 3.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, fact and (b) purchase from the other applicable Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying 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. The Borrower 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 10.511.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the applicable Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account Lenders agree among themselves that (i) with respect to all amounts received by them which are applicable to the payment of the Loans obligations of Borrowers or Guarantor under the Loan, equitable adjustment will be made so that, in effect, all such amounts will be shared among them ratably in accordance with their Pro Rata Shares in the Loan, whether received by it voluntary payment, by counterclaim or cross action or by the enforcement of any or all of such obligations, (ii) if any of them shall by voluntary payment (whether voluntary, involuntary, through or by the exercise of any right of set-off, counterclaim or otherwise) in excess , receive payment of a proportion of the aggregate amount of such obligations held by it which is greater than its Pro Rata Share, such Lender shall immediately (a) notify Share in the Agent Loan of the payments on account of such factobligations, the one receiving such excess payment shall purchase, without recourse or warranty, an undivided interest and participation (b) purchase from the other Lenders such participation in the Loans made by them as which it shall be necessary deemed to cause have done simultaneously upon the receipt of such purchasing Lender payment) in such obligations owed to share the excess payment pro rata others so that all such recoveries with each of themrespect to such obligations shall be applied ratably in accordance with such Pro Rata Shares; provided, however, that if all or any portion part of such excess payment received by the purchasing party is thereafter recovered from the purchasing Lenderit, such purchase those purchases shall to that extent be rescinded and each other Lender the purchase prices paid for such participations shall repay be returned to that party to the purchasing Lender the purchase price paid thereforextent necessary to adjust for such recovery, together with an amount equal to such paying Lender’s ratable share (according but without interest except to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from extent the purchasing Lender) of any party is required to pay interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredconnection with such recovery. The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 12.6 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans Obligations made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Share, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans Obligations made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying 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. The Borrower 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 10.511.7) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 participation participations purchased under this Section 3.8 and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account ------------------------ any payment or reduction (including, but not limited to, any amounts received as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code) of any obligation of the Loans made by it any payment Borrower hereunder (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share of payments or reductions on account of such obligations obtained by all the Lenders, such Lender shall immediately forthwith (ai) notify each of the other Lenders and the Administrative Agent of such factreceipt, and (bii) purchase from the other Lenders such participation participations in the Loans made by them affected obligations as shall be necessary to cause such purchasing Lender to share the excess payment pro rata or reduction, net of costs incurred in connection therewith, ratably with each of them; provided, however, provided that if all or any portion of such excess payment or reduction is thereafter recovered from such purchasing Lender or additional costs are incurred, the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according restored to the proportion of (i) the amount extent of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest recovery or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredsuch additional costs, but without interest. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.

Sharing of Payments, Etc. (a) If, other than as expressly provided elsewhere herein, any Lender Bank shall obtain on account of the Loans made by it it, or the Letter of Credit Liabilities held by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareCommitment Percentage of payments on account of the Loans and Letter of Credit Liabilities obtained by all the Banks, such Lender Bank shall immediately forthwith (ai) notify the Administrative Agent of such fact, and (bii) purchase from the other Lenders Banks such participation participations in the Loans made by them and the Letter of Credit Liabilities held by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying LenderBank’s ratable share Commitment Percentage (according to the proportion of (i) the amount of such paying LenderBank’s required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower Company agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.510.11) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower Company 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 participation participations purchased under pursuant to this Section 2.13 and will in each case notify the Lenders Banks following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share of such payment (determined in accordance with the provisions of this Agreement), such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s '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. The Borrower 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 10.512.10 hereof) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company 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 participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s '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. The Borrower 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 10.5SECTION 11.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by Obligations owing to it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded rescinded, and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s '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. The Borrower 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 other than the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation; provided, however, that Borrower shall not be obligated to pay any amount more than once as a result of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section 2.15 and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account of the Loans made by it any payment or reduction (including, without limitation, any amounts received as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code) of any obligation of Borrower hereunder (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareShare of payments or reductions on account of such obligations obtained by all the Lenders, such Lender shall immediately forthwith (ai) notify each of the other Lenders and the Domestic Agent of such factreceipt, and (bii) purchase from the other Lenders such participation participations in the Loans made by them affected obligations as shall be necessary to cause such purchasing Lender to share the excess payment pro rata or reduction, net of costs incurred in connection therewith, ratably with each of them; provided, however, provided that if all or any portion of such excess payment or reduction is thereafter recovered from such purchasing Lender or additional costs are incurred, the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according restored to the proportion of (i) the amount extent of such paying Lender’s recovery or such additional costs, but without interest unless the Lender obligated to return such funds is required repayment to (ii) the total amount so recovered from the purchasing Lender) of any pay interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredon such funds. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 4.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s '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. The Borrower 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 10.511.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than with respect to Swing-Line Advances made by the Administrative Agent, or other than as expressly provided elsewhere herein, any Lender Bank shall obtain on account of the Loans Advances made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareCommitment Percentage of payments on account of the Advances obtained by all the Banks, such Lender Bank shall immediately forthwith (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders Banks such participation participations in the Loans Advances made by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata ratably with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share Bank's Commitment Percentage (according to the proportion of (i) the amount of such paying Lender’s Bank's required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, off but subject to Section 10.510.09) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower 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 participation participations purchased under pursuant to this Section and will in each case notify the Lenders Banks following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the this exercise of any right of set-off, or otherwise) in excess of its Pro Rata Share, such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (ia) the amount of such paying Lender’s 's required repayment to (iib) 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. The Borrower 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 10.512.9) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender Bank shall obtain on account of the Loans made by it it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, except pursuant to Sections 4.7, 12.1, and 12.9) in excess of its Pro Rata Share, such Lender Bank shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders Banks such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying LenderBank’s ratable share (according to the proportion of (i) the amount of such paying LenderBank’s required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower agrees that any Lender Bank so purchasing a participation from another Lender Bank may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.512.11) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders Banks following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender Bank shall obtain on account of the Committed Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender Bank shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders Banks such participation participations in the Committed Loans made by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying Lender’s Bank's ratable share (according to the proportion of (i) the amount of such paying Lender’s Bank's required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower agrees Borrowers agree that any Lender Bank so purchasing a participation from another Lender Bank may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.511.10) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower Borrowers in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders Banks following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account Lenders agree among themselves that (i) with respect to all amounts received by them which are applicable to the payment of the Loans obligations of Borrower or Guarantor under the Loan, equitable adjustment will be made so that, in effect, all such amounts will be shared among them ratably in accordance with their Pro Rata Shares in the Loan, whether received by it voluntary payment, by counterclaim or cross action or by the enforcement of any or all of such obligations, (ii) if any of them shall by voluntary payment (whether voluntary, involuntary, through or by the exercise of any right of set-off, counterclaim or otherwise) in excess , receive payment of a proportion of the aggregate amount of such obligations held by it which is greater than its Pro Rata Share, such Lender shall immediately (a) notify Share in the Agent Loan of the payments on account of such factobligations, the one receiving such excess payment shall purchase, without recourse or warranty, an undivided interest and participation (b) purchase from the other Lenders such participation in the Loans made by them as which it shall be necessary deemed to cause have done simultaneously upon the receipt of such purchasing Lender payment) in such obligations owed to share the excess payment pro rata others so that all such recoveries with each of themrespect to such obligations shall be applied ratably in accordance with such Pro Rata Shares; provided, however, that if all or any portion part of such excess payment received by the purchasing party is thereafter recovered from the purchasing Lenderit, such purchase those purchases shall to that extent be rescinded and each other Lender the purchase prices paid for such participations shall repay be returned to that party to the purchasing Lender the purchase price paid thereforextent necessary to adjust for such recovery, together with an amount equal to such paying Lender’s ratable share (according but without interest except to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from extent the purchasing Lender) of any party is required to pay interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredconnection with such recovery. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 10.6 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Each Lender shall obtain on account of the Loans made by agrees that if it any payment (whether voluntary, involuntaryshall, through the exercise of any a right of banker's lien, set-off, counterclaim or otherwise, obtain payment with respect to its Obligations (other than pursuant to Article V) that results in excess its receiving more than its pro rata share of its Pro Rata Sharethe aggregate payments with respect to all of the Obligations (other than any payment pursuant to Section 3.2 or 3.3), then (a) such Lender shall immediately (a) notify be deemed to have simultaneously purchased from the Agent other Lenders a share in their Obligations so that the amount of such fact, the Obligations held by each of the Lenders shall be pro rata and (b) purchase such other adjustments shall be made from the other Lenders such participation in the Loans made by them time to time as shall be necessary equitable to cause insure that the Lenders share such purchasing Lender to share the excess payment pro rata with each of thempayments ratably; provided, however, that for purposes of this Section 9.9, the term "pro rata" shall be determined with respect to the Revolving Credit Commitment after subtraction of amounts, if any, by which any such Lender has not funded its share of the outstanding Advances and Obligations. If all or any portion of any such excess payment is thereafter recovered from the purchasing LenderLender that received the same, such the purchase provided in this Section 9.9 shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount extent of such paying 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 recoveredrecovery, without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any each Lender so purchasing a participation from another Lender may, to portion of the fullest extent permitted by law, other Lenders' Obligations may exercise all its rights of payment (including the right including, without limitation, all rights of set-off, but subject to Section 10.5banker's lien or counterclaim) with respect to such participation portion as fully as if such Lender were the direct creditor of the Borrower in the amount holder of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repaymentportion.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Committed Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that but if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (ix) the amount of such paying Lender’s 's required repayment to (iiy) 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. The Borrower 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 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments. Any Lender having outstanding both Committed Loans and Competitive Bid Loans at any time a right of set-off is exercised by such Lender and applying such setoff to the Loans shall apply the proceeds of such set-off first to such Lender's Committed Loans, until its Committed Loans are reduced to zero, and thereafter to its Competitive Bid Loans.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, fact and (b) purchase in Dollars from the other applicable Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying 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. The Each Borrower 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 10.511.09) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the applicable Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Share, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s '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. The Borrower 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 10.511.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company 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 participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. (a) If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by Obligations owing to it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareParticipation Percentage of payments on account of the Obligations obtained by all the Lenders (an "excess payment"), such Lender shall immediately forthwith (ai) notify the Administrative Agent of such fact, and (bii) purchase from the other Lenders such participation participations in the Loans made by such Obligations owing to them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share 's Participation Percentage (according to the proportion of (iA) the amount of such paying Lender’s 's required repayment to (iiB) 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. The Borrower 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 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest demonstrable error) of participation participations purchased under pursuant to this Section 5.12 and will in each case notify the Lenders following any such purchase or repaymentpurchases.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account of the Loans made Obligations held by it any payment (whether voluntary, involuntary, through the exercise of any right of set-set off, or otherwise) or receive any collateral in respect thereof in excess of its Pro Rata Sharethe amount such Lender was entitled to receive pursuant to the terms hereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of themaccording to the terms hereof; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s '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. The Borrower 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-set off, but subject to Section 10.511.9) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company 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 participation participations purchased under this Section 2.12 and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying 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. The Borrower 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 10.511.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Co-Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying 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. The Borrower 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 10.511.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Co-Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. (a) If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by Obligations owing to it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareCommitment Percentage of payments on account of the respective Obligations of the same kind obtained by all the Lenders entitled thereto, such Lender shall immediately forthwith (ai) notify the Administrative Agent of such fact, and (bii) purchase from the other such Lenders such participation participations in the Loans such Obligations made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other such Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share 's Commitment Percentage (according to the proportion of (iA) the amount of such paying Lender’s 's required repayment to (iiB) 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. The Borrower 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 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 participation participations purchased under pursuant to this Section 2.14 and will in each case notify the Lenders following any such purchase or repaymentpurchases.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s '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. The Each Borrower 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 10.511.10) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, howeverthat, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying 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. The Each Borrower 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 10.511.09) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, off or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder) of such Loans, such Lender shall immediately (a) notify the Administrative Agent of such fact, fact and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s '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. The Borrower 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 10.511.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest clearly demonstrable error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account of the Loans made Obligations held by it any payment (whether voluntary, involuntary, through the exercise of any right of set-set off, or otherwise) or receive any collateral in respect thereof in excess of its Pro Rata Sharethe amount such Lender was entitled to receive pursuant to the terms hereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of themaccording to the terms hereof; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying 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. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-set off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company 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 participation participations purchased under this Section 2.12 and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareShare (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, fact and (b) purchase from the other Lenders such participation participations in the Committed Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s '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. The Borrower 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 10.510.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it Obligations in its favor any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s '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. The Borrower 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 10.511.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. (a) If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by Obligations owing to it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareCommitment Percentage of payments on account of the Obligations obtained by all the Participating Lenders (an “excess payment”), such Lender shall immediately forthwith (ai) notify the Administrative Agent of such fact, and (bii) purchase from the other Lenders such participation participations in the Loans made by such Obligations owing to them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share Commitment Percentage (according to the proportion of (iA) the amount of such paying Lender’s required repayment to (iiB) 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. The Borrower 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 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest demonstrable error) of participation participations purchased under pursuant to this Section 4.13 and will in each case notify the Lenders following any such purchase or repaymentpurchases.

Sharing of Payments, Etc. IfExcept as otherwise specifically provided (a) principal and interest payments shall be shared by Lenders in accordance with their respective Commitment Percentages while no Event of Default exists or their respective Default Percentages while an Event of Default exists, and (b) each other than as expressly provided elsewhere herein, payment on the Obligation shall be shared by Lenders in the proportion that the Obligation is owed to Lenders on the date of the payment. If any Lender shall obtain on account of the Loans made by it obtains any payment or prepayment with respect to the Obligation (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, including, without limitation, as a result of exercising its Rights under the SECTION 3.13) in excess that exceeds the part of its Pro Rata Sharethat payment or prepayment that it is then entitled to receive under the Credit Documents, such then that Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation in participations that will cause the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata or prepayment ratably with each of them; provided, however, that if other Lender. If all or any portion of such any excess payment or prepayment is thereafter subsequently recovered from the purchasing Lender, such then the purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according restored to the proportion of (i) the amount of such paying 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 extent of the total amount so recoveredrecovery. The Borrower agrees that any Lender so purchasing a participation from another Lender under this section may, to the fullest extent permitted by lawlawful, exercise all of its rights Rights of payment (including the right Right of set-off, but subject to Section 10.5offset) with respect to such that participation as fully as if such that Lender were the direct creditor of the Borrower in the amount of such that participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.

Sharing of Payments, Etc. If, other than as expressly provided ------------------------ elsewhere herein, any Lender Bank shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender Bank shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders Banks such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata with each of them; provided, however, that if all or -------- ------- any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying Lender’s Bank's ratable share (according to the proportion of (i) the amount of such paying Lender’s Bank's required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower Each Loan Party agrees that any Lender Bank so purchasing a participation from another Lender Bank may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.511.10) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower such Loan Party in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders Banks following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender Bank shall obtain on account of the Committed Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Share, such Lender Bank shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders Banks such participation participations in the Committed Loans made by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying Lender’s Bank's ratable share (according to the proportion of (i) the amount of such paying Lender’s Bank's required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower Company agrees that any Lender Bank so purchasing a participation from another Lender Bank may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.510.9) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower Company 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 participation participations purchased under this Section and will in each case notify the Lenders Banks following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareApplicable Percentage, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other applicable Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s '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. The Borrower 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 10.510.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Revolving Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Administrative Agent of such fact, fact and (b) purchase from the other Lenders such participation participations in the Revolving Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying 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. The Borrower 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 10.511.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company 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 participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender Bank shall obtain on account of the Loans made by it it, or the Letter of Credit Liabilities held by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareCommitment Percentage of payments on account of the Loans and Letter of Credit Liabilities obtained by all the Banks, such Lender Bank shall immediately forthwith (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders Banks such participation participations in the Loans made by them and the Letter of Credit Liabilities held by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying LenderBank’s ratable share Commitment Percentage (according to the proportion of (i) the amount of such paying LenderBank’s required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower Company agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.510.10) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower Company 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 participation participations purchased under pursuant to this Section 2.13 and will in each case notify the Lenders Banks following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere hereinin Section 3.08 or 10.08 hereof, any Lender Bank shall obtain on account of the Committed Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Share, such Lender Bank shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders Banks such participation participations in the Committed Loans made by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying Lender’s Bank's ratable share (according to the proportion of (i) the amount of such paying Lender’s Bank's required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower Company agrees that any Lender Bank so purchasing a participation from another Lender Bank may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.510.09) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders Banks following any such purchase purchases or repaymentrepayments. Any Bank having outstanding both Committed Loans and Bid Loans at any time a right of set-off is exercised by such Bank shall apply the proceeds of such set-off first to such Bank's Committed Loans, until its Committed Loans are reduced to zero, and thereafter to its Bid Loans.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account of the Loans made Obligations held by it any payment (whether voluntary, involuntary, through the exercise of any right of set-set off, or otherwise) or receive any collateral in respect thereof in excess of its Pro Rata Sharethe amount such Lender was entitled to receive pursuant to the terms hereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of themaccording to the terms hereof; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s '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. The Borrower Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-set off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company 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 participation participations purchased under this Section 2.12 and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Each Lender shall obtain on account of the Loans made by agrees that if it any payment (whether voluntary, involuntaryshall, through the exercise of any a right of banker's lien, set-off, counterclaim or otherwise, obtain payment with respect to its Obligations (other than pursuant to Article V) that results in excess its receiving more than its pro rata share of its Pro Rata Sharethe aggregate payments with respect to all of the Obligations (other than any payment pursuant to Section 3.2 or 3.3), then (a) such Lender shall immediately (a) notify be deemed to have simultaneously purchased from the Agent other Lenders a share in their Obligations so that the amount of such fact, the Obligations held by each of the Lenders shall be pro rata and (b) purchase such other adjustments shall made from the other Lenders such participation in the Loans made by them time to time as shall be necessary equitable to cause insure that the Lenders share such purchasing Lender to share the excess payment pro rata with each of thempayments ratably; provided, however, that for purposes of this Section 9.9, the term "pro rata" shall be determined with respect to the Revolving Credit Commitment after subtraction of amounts, if any, by which any such Lender has not funded its share of the outstanding Advances and Obligations. If all or any portion of any such excess payment is thereafter recovered from the purchasing LenderLender that received the same, such the purchase provided in this Section 9.9 shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount extent of such paying 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 recoveredrecovery, without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any each Lender so purchasing a participation from another Lender may, to portion of the fullest extent permitted by law, other Lenders' Obligations may exercise all its rights of payment (including the right including, without limitation, all rights of set-off, but subject to Section 10.5banker's lien or counterclaim) with respect to such participation portion as fully as if such Lender were the direct creditor of the Borrower in the amount holder of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repaymentportion.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account of the Loans made by it obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of its Commitment or the Loans made by it (other than pursuant to Section 9.4 and any other payment appropriately made for the account of a specific Lender hereunder), in excess of its Pro Rata Shareratable share of payments on account of the Commitments or the Loans obtained by all of the Lenders, then such Lender shall be deemed to have received such payment as agent for, and on behalf of, all the Lenders and shall immediately (a) notify advise the Agent of the receipt of such factfunds and promptly transmit the amount thereof to the Agent for prompt distribution among the Lenders as provided for in this Agreement and such funds transmitted to the Agent shall be credited as a payment by the Company under this Agreement; provided, however, that such Lender so transmitting funds to the Agent shall not be deemed to have received, and (b) purchase from the other Lenders such participation in the Loans made by them as Company shall be necessary deemed not to cause have made to such purchasing Lender (to share the excess extent funds are transmitted to the Agent), any payment pro rata with each of themtransmitted to the Agent by such Lender pursuant to this Section 2.11; providedprovided further, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing such Lender, such purchase credited payment shall to that extent be rescinded rescinded, and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying 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. The Borrower agrees that any Lender so purchasing a participation from another Lender mayand benefits returned, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsuch recovery, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repaymentwithout interest.

Sharing of Payments, Etc. If, other than as expressly provided ------------------------- elsewhere herein, any Lender Bank shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Share, such Lender Bank shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders Banks such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is -------- ------- thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying Lender’s Bank's ratable share (according to the proportion of (i) the amount of such paying Lender’s Bank's required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower agrees that any Lender Bank so purchasing a participation from another Lender Bank may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.512.9) with respect to such ------------ participation as fully as if such Lender Bank were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders Banks and the Borrower following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. (a) If, other than as expressly provided set forth elsewhere herein, any Lender shall obtain on account of the Loans made by it it, any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) in excess of its applicable Pro Rata ShareShare (or other pro rata share as expressly provided herein) of payments on account of Loans made or participated in by all the Lenders under any Facility, such Lender shall immediately forthwith (ax) notify the Administrative Agent of such fact, and (by) purchase from the other Lenders in such participation Facility, such participations in the Term Loans made by them and then due, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, therefor together with an amount equal to such paying Lender’s ratable share 's applicable Pro Rata Share (according to the proportion of (i) the amount of such paying Lender’s '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. The Borrower 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 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 pursuant to this SECTION 4.6(a) of participation purchased under this Section and will in each case promptly notify the Lenders and Borrower following any such purchase or repaymentpurchases. Any payments received after the Lenders have taken action pursuant to this SECTION 4.6(a) shall be allocated ratably among the Loans.

Sharing of Payments, Etc. (a) If, other than as expressly provided set forth elsewhere herein, any Lender shall obtain on account of the Loans made by it it, any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) in excess of its applicable Pro Rata ShareShare (or other pro rata share as expressly provided herein) of payments on account of Loans made or participated in by all the Lenders under any Facility, such Lender shall immediately forthwith (ax) notify the Administrative Agent of such fact, and (by) purchase from the other Lenders in such participation Facility, such participations in the Term Loans made by them and then due, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, therefor together with an amount equal to such paying Lender’s ratable share applicable Pro Rata Share (according to the proportion of (i) the amount of such paying 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. The Borrower 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 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 participation participations purchased under pursuant to this Section 4.6(a) and will in each case promptly notify the Lenders and Borrower following any such purchase or repaymentpurchases. Any payments received after the Lenders have taken action pursuant to this Section 4.6(a) shall be allocated ratably among the Loans.

Sharing of Payments, Etc. IfEach borrowing of Loans from the Lenders under Section 2.1 shall be made pro rata in accordance with each Lender's Percentage Interest. Each payment and prepayment of the Loans, other than as expressly provided elsewhere hereinand each payment of interest on the Loans, shall be made pro rata to each Lender in accordance with its Percentage Interest. If any Lender shall obtain on account any payment in respect of the Loans made by it Borrower's Obligations, under this Agreement or the Notes, or any payment other Loan Document (whether voluntary, voluntary or involuntary, through the exercise of any right of set-off, setoff or otherwise) ), in excess of its Pro Rata Sharethe share which it would have been entitled to receive had such payment been made to the Agent, such Lender shall immediately (a) forthwith notify the Agent of such fact, and (b) shall purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter afterward recovered from the such purchasing Lender, such the purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid thereforrestored, together with an amount equal to such paying Lender’s ratable share (according without interest, to the proportion of (i) the amount extent of such paying 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 recoveredrecovery. The Borrower authorizes the purchase of such participations and agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, may exercise all of its rights of to payment (including the right of set-set off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower (in the amount addition to in respect of its own Loans) in respect of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareShare (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, fact and (b) purchase from the other Lenders such participation in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s '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. The Borrower 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 10.510.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere hereinin any Loan Document, any Lender Bank shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, counterclaim or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated in such Loan Document), such Lender Bank shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders Banks such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying Lender’s Bank's ratable share (according to the proportion of (i) the amount of such paying Lender’s Bank's required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower Company agrees that any Lender Bank so purchasing a participation from another Lender Bank may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offoff and counterclaim, but subject to Section 10.510.09) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest demonstrable error) of participation participations purchased under this Section 2.13 and will in each case notify the Lenders Banks following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere ------------------------- herein, any Lender Bank shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender Bank shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders Banks such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata with each of them; provided, however, that if all or any portion of -------- ------- such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying Lender’s Bank's ratable share (according to the proportion of (i) the amount of such paying Lender’s Bank's required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower agrees that any Lender Bank so purchasing a participation from another Lender Bank may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.511.10) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders Banks following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. (a) If, other than except as and to the extent otherwise expressly provided elsewhere hereinin this Agreement or in any of the other Loan Documents, any Lender shall obtain on account of any of the Loans made by Obligations owing to it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Sharerelevant pro rata share of any payments on account of Obligations of the same kind obtained by other Lenders, all as determined in accordance with Section 2.12(d) and other applicable provisions of this Agreement or other Loan Documents, such Lender shall immediately forthwith (ai) notify the Administrative Agent of such fact, and (bii) purchase from the other affected Lenders such participation participations in the Loans made such Obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other affected Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable 's pro rata share (according to the proportion of (ix) the amount of such paying Lender’s 's required repayment repayment, to (iiy) 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. The Borrower 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 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 participation participations purchased under pursuant to this Section 2.14 and will will, in each case case, notify the Lenders following any such purchase or repaymentpurchases.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Share, such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s '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. The Borrower 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 10.511.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.of

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account Lenders agree among themselves that (i) with respect to all amounts received by them which are applicable to the payment of the Loans obligations of Borrower or Guarantor under the Loan, equitable adjustment will be made so that, in effect, all such amounts will be shared among them ratably in accordance with their Pro Rata Shares in the Loan, whether received by it voluntary payment, by counterclaim or cross action or by the enforcement of any or all of such obligations, (ii) if any of them shall by voluntary payment (whether voluntary, involuntary, through or by the exercise of any right of set-off, counterclaim or otherwise) in excess , receive payment of a proportion of the aggregate amount of such obligations held by it which is greater Loan No. 1005062 than its Pro Rata Share, such Lender shall immediately (a) notify Share of the Agent payments on account of such factobligations, the one receiving such excess payment shall purchase, without recourse or warranty, an undivided interest and participation (b) purchase from the other Lenders such participation in the Loans made by them as which it shall be necessary deemed to cause have done simultaneously upon the receipt of such purchasing Lender payment) in such obligations owed to share the excess payment pro rata others so that all such recoveries with each of themrespect to such obligations shall be applied ratably in accordance with such Pro Rata Shares; provided, however, that if all or any portion part of such excess payment received by the purchasing party is thereafter recovered from the purchasing Lenderit, such purchase those purchases shall to that extent be rescinded and each other Lender the purchase prices paid for such participations shall repay be returned to that party to the purchasing Lender the purchase price paid thereforextent necessary to adjust for such recovery, together with an amount equal to such paying Lender’s ratable share (according but without interest except to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from extent the purchasing Lender) of any party is required to pay interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredconnection with such recovery. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 11.6 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account Lenders agree among themselves that (i) with respect to all amounts received by them which are applicable to the payment of the Loans obligations of Borrower or Leasehold Mortgagor under the Loan, equitable adjustment will be made so that, in effect, all such amounts will be shared among them ratably in accordance with their Pro Rata Shares in the Loan, whether received by it voluntary payment, by counterclaim or cross action or by the enforcement of any or all of such obligations, (ii) if any of them shall by voluntary payment (whether voluntary, involuntary, through or by the exercise of any right of set-off, counterclaim or otherwise) in excess , receive payment of a proportion of the aggregate amount of such obligations held by it which is greater than its Pro Rata Share, such Lender shall immediately (a) notify Share in the Agent Loan of the payments on account of such factobligations, the one receiving such excess payment shall purchase, without recourse or warranty, an undivided interest and participation (b) purchase from the other Lenders such participation in the Loans made by them as which it shall be necessary deemed to cause have done simultaneously upon the receipt of such purchasing Lender payment) in such obligations owed to share the excess payment pro rata others so that all such recoveries with each of themrespect to such obligations shall be applied ratably in accordance with such Pro Rata Shares; provided, however, that if all or any portion part of such excess payment received by the purchasing party is thereafter recovered from the purchasing Lenderit, such purchase those purchases shall to that extent be rescinded and each other Lender the purchase prices paid for such participations shall repay be returned to that party to the purchasing Lender the purchase price paid thereforextent necessary to adjust for such recovery, together with an amount equal to such paying Lender’s ratable share (according but without interest except to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from extent the purchasing Lender) of any party is required to pay interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredconnection with such recovery. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 10.6 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans Obligations made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Share, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans Obligations made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s '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. The Borrower 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 10.511.7) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 participation participations purchased under this Section 3.8 and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Sharepercentage of outstanding Loans, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded rescinded, and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s '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. The Borrower 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 10.511.9) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 participation participations purchased under this Section Section, and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. Error! Bookmark not defined. If, other than as expressly provided elsewhere herein, any Lender Bank shall obtain on account of the Loans made by it it, or the Letter of Credit Liabilities held by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareCommitment Percentage of payments on account of the Loans and Letter of Credit Liabilities obtained by all the Banks, such Lender Bank shall immediately (a) forthwith notify the Administrative Agent of such fact, and (b) purchase from the other Lenders Banks such participation participations in the Loans made by them and the Letter of Credit Liabilities held by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying LenderBank’s ratable share Commitment Percentage (according to the proportion of (i) the amount of such paying LenderBank’s required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower Company agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.510.11) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower Company 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 participation participations purchased under pursuant to this Section 2.13 and will in each case notify the Lenders Banks following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder) , such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s '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. The Borrower 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 10.510.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.be

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it Obligations in its favor any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s '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. The Borrower 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 10.510.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section 2.14 and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made Notes owned by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareInvested Percentage in such payment, such Lender shall immediately (ai) notify the Administrative Agent of such fact, fact and (bii) purchase from the other Lenders such participation in the Loans participations made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata (based on the Lender Percentage of each Lender) with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (ia) the amount of such paying Lender’s required repayment to (iib) the total amount so recovered from the purchasing Lender) of any interest Interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by lawApplicable Law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were was the direct creditor of the Borrower in the amount of such participation. The Agent Each such Lender will keep its own records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase or repaymentSection.

Sharing of Payments, Etc. 50 60 If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s '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. The Each Borrower 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 10.511.10) with respect to such participation as fully as if such Lender were the direct creditor of the relevant Borrower 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 participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If(a) The Borrower agrees that, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment in addition to (whether voluntary, involuntary, through the exercise of and without limitation of) any right of set-off, banker’s lien or otherwise) in excess counterclaim a Lender may otherwise have, each Lender shall be entitled, at its option, to offset balances held by it or an Affiliate for account of the Borrower at any of its Pro Rata Sharebranches or offices, in Dollars or in any other currency, against any principal of or interest on any of such Lender’s Loans or any other amount payable to such Lender under this Agreement, that is not paid when due (regardless of whether such balances are then due to the Borrower), in which case it shall immediately (a) promptly notify the Borrower and the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of themaction; provided, however, that if all or any portion such Lender’s failure to give such notice shall not affect the validity of such excess payment is thereafter recovered from action; and provided further in the purchasing Lenderevent that any Defaulting Lender exercises any such right of setoff, such purchase shall to that extent (x) all amounts so set off will be rescinded and each other Lender shall repay paid over immediately to the purchasing Administrative Agent for further application in accordance with the provisions of Section 4.08(c) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the purchase price paid therefor, together with an amount equal benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such paying Lender’s ratable share (according Defaulting Lender as to the proportion of (i) the amount of which it exercised such paying 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. The Borrower 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 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repaymentsetoff.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its applicable Pro Rata Share, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s '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. The Borrower 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 10.511.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by Obligations owing to it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded rescinded, and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s '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. The Borrower 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 other than the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation; provided, however, that Borrower shall not be obligated to pay any amount more than once as a result of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section 2.15 and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments. Defaulting Lender.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made owned by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareInvested Percentage in such payment, such Lender shall immediately (ai) notify the Administrative Agent of such fact, fact and (bii) purchase from the other Lenders such participation in the Loans participations made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata (based on the Invested Percentage of each Lender as in effect prior to receipt of such payment) with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (ia) the amount of such paying Lender’s required repayment to (iib) 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. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by lawApplicable Law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were was the direct creditor of the Borrower 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 participation participations purchased under this Section and will in each case notify the Lenders following any such purchase or repaymentSection.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareShare (or other share contemplated hereunder), such Lender shall immediately (a) notify the Administrative Agent of such fact, fact and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying 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. The Borrower 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 10.510.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company 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 participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account any --------------------------------------- payment or reduction (including, but not limited to, any amounts received as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code) of any obligation of the Loans made by it any payment Borrower hereunder (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share of payments or reductions on account of such obligations obtained by all the Lenders, such Lender shall immediately forthwith (ai) notify each of the other Lenders and the Administrative Agent of such factreceipt, and (bii) purchase from the other Lenders such participation participations in the Loans made by them affected obligations as shall be necessary to cause such purchasing Lender to share the excess payment pro rata or reduction, net of costs incurred in connection therewith, ratably with each of them; provided, however, provided that if all or any portion of such excess payment or reduction is thereafter recovered from such purchasing Lender or additional costs are incurred, the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according restored to the proportion of (i) the amount extent of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest recovery or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredsuch additional costs, but without interest. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances in excess of its Pro Rata Shareratable share of payments in respect thereof, such Lender shall immediately (a) forthwith notify the Agent of such fact, thereof and (b) purchase from each other Lender such participations in the Advances held by such other Lenders such participation in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of themother Lender; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender, such purchase from each Lender shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s '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. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 4.6 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made Notes owned by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareInvested Percentage in such payment, such Lender shall immediately (ai) notify the Administrative Agent of such fact, fact and (bii) purchase from the other Lenders such participation in the Loans participations made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata (based on the Lender Percentage of each Lender) with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (ia) the amount of such paying Lender’s required repayment to (iib) 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. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by lawApplicable Law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were was the direct creditor of the Borrower 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 participation participations purchased under this Section and will in each case notify the Lenders following any such purchase or repaymentSection.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account any payment or reduction (including, without limitation, any amounts received as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code) of the Loans made by it any payment indebtedness relating to Advances under the Revolving Credit Loan (whether voluntary, involuntary, through the exercise of any right of set-off, off or otherwise) in excess of its Pro Rata ShareShare of payments or reductions of the Revolving Credit Loan, such Lender shall immediately forthwith (a) notify the Agent, upon which the Agent shall promptly thereafter notify each of the other Lenders of such factreceipt, and (b) purchase from the other Lenders such participation participations in the Loans made by them Revolving Credit Loan as shall be necessary to cause such purchasing Lender to share the excess payment pro rata or reduction, net of costs incurred in connection therewith, ratably with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent will be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according restored to the proportion of (i) the amount extent of such paying Lender’s recovery or such additional costs, but without interest unless the Lender obligated to return such funds is required repayment to (ii) the total amount so recovered from the purchasing Lender) of any pay interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredon such funds. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 may, to the fullest extent permitted by law, exercise all its rights of to receive payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender Note Purchaser shall obtain on account of the Loans made by Note Purchases owed to it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareShare (or other share contemplated hereunder), such Lender Note Purchaser shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders Note Purchasers such participation in the Loans participations made by them as shall be necessary to cause such purchasing Lender Note Purchaser to share the excess payment pro rata (based on the Pro Rata Share of each Note Purchaser) with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderNote Purchaser, such purchase shall to that extent be rescinded and each other Lender Note Purchaser shall repay to the purchasing Lender Note Purchaser the purchase price paid therefor, together with an amount equal to such paying Lender’s Note Purchaser's ratable share (according to the proportion of (i) the amount of such paying Lender’s Note Purchaser's required repayment to (ii) the total amount so recovered from the purchasing LenderNote Purchaser) of any interest or other amount paid or payable by the purchasing Lender Note Purchaser in respect of the total amount so recovered. The Borrower Issuer agrees that any Lender Note Purchaser so purchasing a participation from another Lender Note Purchaser may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were Note Purchaser was the direct creditor of the Borrower Issuer 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 participation participations purchased under this Section 2.15 and will in each case notify the Lenders each Agent following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans Loan made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, fact and (b) purchase from the other applicable Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying 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. The Borrower 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 10.511.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the applicable Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Share, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s '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. The Borrower 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 10.5SECTION 11.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company 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 participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, fact and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying 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. The Each Borrower 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 10.511.10) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender Note Purchaser shall obtain on account of the Loans made Notes owned by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareShare (or other share contemplated hereunder), such Lender Note Purchaser shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders Note Purchasers such participation in the Loans participations made by them as shall be necessary to cause such purchasing Lender Note Purchaser to share the excess payment pro rata (based on the Pro Rata Share of each Note Purchaser) with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderNote Purchaser, such purchase shall to that extent be rescinded and each other Lender Note Purchaser shall repay to the purchasing Lender Note Purchaser the purchase price paid therefor, together with an amount equal to such paying Lender’s Note Purchaser's ratable share (according to the proportion of (i) the amount of such paying Lender’s Note Purchaser's required repayment to (ii) the total amount so recovered from the purchasing LenderNote Purchaser) of any interest or other amount paid or payable by the purchasing Lender Note Purchaser in respect of the total amount so recovered. recovered The Borrower agrees that any Lender Note Purchaser so purchasing a participation from another Lender Note Purchaser may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were Note Purchaser was the direct creditor of the Borrower 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 participation participations purchased under this Section and will in each case notify the Lenders each Agent following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made Notes owned by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareInvested Percentage in such payment, such Lender shall immediately (ai) notify the Administrative Agent of such fact, fact and (bii) purchase from the other Lenders such participation in the Loans participations made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata (based on the Invested Percentage of each Lender as in effect prior to receipt of such payment) with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (ia) the amount of such paying Lender’s required repayment to (iib) 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. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by lawApplicable Law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were was the direct creditor of the Borrower 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 participation participations purchased under this Section and will in each case notify the Lenders following any such purchase or repaymentSection.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made Notes owned by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareInvested Percentage in such payment, such Lender shall immediately (ai) notify the Administrative Agent of such fact, fact and (bii) purchase from the other Lenders such participation in the Loans participations made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata (based on the Lender Percentage of each Lender) with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (ia) the amount of such paying Lender’s required repayment to (iib) 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. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by lawApplicable Law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were was the direct creditor of the Borrower 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 participation participations purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.Section. ARTICLE THREE

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account Lenders agree among themselves that (i) with respect to all amounts received by them which are applicable to the payment of the Loans obligations of Borrower, Owner or Guarantor under the Loan, equitable adjustment will be made so that, in effect, all such amounts will be shared among them ratably in accordance with their Pro Rata Shares in the Loan, whether received by it voluntary payment, by counterclaim or cross action or by the enforcement of any or all of such obligations, (ii) if any of them shall by voluntary payment (whether voluntary, involuntary, through or by the exercise of any right of set-off, counterclaim or otherwise) in excess , receive payment of a proportion of the aggregate amount of such obligations held by it which is greater than its Pro Rata Share, such Lender shall immediately (a) notify Share in the Agent Loan of the payments on account of such factobligations, the one receiving such excess payment shall purchase, without recourse or warranty, an undivided interest and participation (b) purchase from the other Lenders such participation in the Loans made by them as which it shall be necessary deemed to cause have done simultaneously upon the receipt of such purchasing Lender payment) in such obligations owed to share the excess payment pro rata others so that all such recoveries with each of themrespect to such obligations shall be applied ratably in accordance with such Pro Rata Shares; provided, however, that if all or any portion part of such excess payment received by the purchasing party is thereafter recovered from the purchasing Lenderit, such purchase those purchases shall to that extent be rescinded and each other Lender the purchase prices paid for such participations shall repay be returned to that party to the purchasing Lender the purchase price paid thereforextent necessary to adjust for such recovery, together with an amount equal to such paying Lender’s ratable share (according but without interest except to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from extent the purchasing Lender) of any party is required to pay interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredconnection with such recovery. The Borrower agrees and Owner agree that any Lender so purchasing a participation from another Lender pursuant to this Section 11.6 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower and/or Owner in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying 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. The Borrower 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 10.511.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made Outstanding funded by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareInvested Percentage in such payment, such Lender shall immediately (a) notify the Deal Agent of such fact, and (b) purchase from the other Lenders such participation in the Loans participations made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata (based on the Lender Percentage of each Lender) with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying 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. The Borrower 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 10.5) with respect to such participation as fully as if such Lender were was the direct creditor of the Borrower in the amount of such participation. The Deal Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders each Agent following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender Bank shall obtain on account of the Syndicated Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender Bank shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders Banks such participation participations in the Syndicated Loans made by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying Lender’s Bank's ratable share (according to the proportion of (i) the amount of such paying Lender’s Bank's required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower Each Company agrees that any Lender Bank so purchasing a participation from another Lender Bank may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5SECTION 12.9) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower such Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders Banks following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account of the Loans made Obligations held by it any payment (whether voluntary, involuntary, through the exercise of any right of set-set off, or otherwise) or receive any collateral in respect thereof in excess of its Pro Rata Sharethe amount such Lender was entitled to receive pursuant to the terms hereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Revolving Credit Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of themaccording to the terms hereof; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s '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. The Borrower 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-set off, but subject to Section 10.511.9) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company 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 participation participations purchased under this Section 2.12 and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Share, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s '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. The Borrower 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 10.510.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere ------------------------- herein, any Lender shall obtain on account of the Loans made by it any non- pro rata payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Share), such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is -------- thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share 's Commitment Percentage (according to the proportion of (i) the amount of such paying Lender’s '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. The Borrower 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 10.510.9) with respect ------------ to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account Lenders agree among themselves that (i) with respect to all amounts received by them which are applicable to the payment of the Loans obligations of Borrower or Guarantor under the Facility, equitable adjustment will be made so that, in effect, all such amounts will be shared among them ratably in accordance with their Pro Rata Shares in the Facility, whether received by it voluntary payment, by counterclaim or cross action or by the enforcement of any or all of such obligations, (ii) if any of them shall by voluntary payment (whether voluntary, involuntary, through or by the exercise of any right of set-off, counterclaim or otherwise) in excess , receive payment of a proportion of the aggregate amount of such obligations held by it which is greater than its Pro Rata Share, such Lender shall immediately (a) notify Share in the Agent Facility of the payments on account of such factobligations, the one receiving such excess payment shall purchase, without recourse or warranty, an undivided interest and participation (b) purchase from the other Lenders such participation in the Loans made by them as which it shall be necessary deemed to cause have done simultaneously upon the receipt of such purchasing Lender payment) in such obligations owed to share the excess payment pro rata others so that all such recoveries with each of themrespect to such obligations shall be applied ratably in accordance with such Pro Rata Shares; provided, however, that if all or any portion part of such excess payment received by the purchasing party is thereafter recovered from the purchasing Lenderit, such purchase those purchases shall to that extent be rescinded and each other Lender the purchase prices paid for such participations shall repay be returned to that party to the purchasing Lender the purchase price paid thereforextent necessary to adjust for such recovery, together with an amount equal to such paying Lender’s ratable share (according but without interest except to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from extent the purchasing Lender) of any party is required to pay interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredconnection with such recovery. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 11.6 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s '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. The Borrower 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 10.510.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender Bank shall obtain on account of the Committed Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender Bank shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders Banks such participation participations in the Committed Loans made by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying Lender’s Bank's ratable share (according to the proportion of (i) the amount of such paying Lender’s Bank's required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. The Borrower Company agrees that any Lender Bank so purchasing a participation from another Lender Bank may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.510.11) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest demonstrable error) of participation participations purchased under this Section and will in each case notify the Lenders Banks following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Share, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s '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. The Borrower 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 10.511.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company 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 participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. (a) If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by Obligations owing to it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareCommitment Percentage of payments on account of the Obligations of the same kind obtained by all the Lenders, such Lender shall immediately forthwith (ai) notify the Administrative Agent of such fact, and (bii) purchase from the other Lenders such participation participations in the Loans such Obligations made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share 's Commitment Percentage (according to the proportion of (iA) the amount of such paying Lender’s 's required repayment to (iiB) 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. The Borrower 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 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 participation participations purchased under pursuant to this Section 2.14 and will in each case notify the Lenders following any such purchase or repaymentpurchases.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made Notes owned by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata ShareInvested Percentage in such payment, such Lender shall immediately (ai) notify the Administrative Agent and the Agent for its Lender Group of such fact, fact and (bii) purchase from the other Lenders such participation in the Loans participations made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata (based on the Lender Percentage of each Lender) with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying LenderXxxxxx’s ratable share (according to the proportion of (ia) the amount of such paying Lender’s required repayment to (iib) 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. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by lawApplicable Law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were was the direct creditor of the Borrower in the amount of such participation. The Each Agent and the Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the Lenders each Agent following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment or other recovery (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) otherwise on account of principal of or interest on any Loan, or any other amount payable hereunder, in excess of its Pro Rata ShareShare of payments and other recoveries received by all Lenders, such Lender shall immediately (a) i notify the Administrative Agent of such fact, fact and (b) ii purchase from the other Lenders such participation participations in the Loans made by (or other Obligations owed to them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery pro rata with each of themthem so that each Lender has received its Pro Rata Share of all such payments and other recoveries; provided, however, provided that if all or any portion of such excess payment or other recovery is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) i the amount of such paying Lender’s 's required repayment to (ii) ii the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower 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 10.5) 10.10 with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) error of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.participations

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by it (other than pursuant to Section 2.8) in excess of its Pro Rata Shareratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall immediately (a) notify the Agent of such fact, and (b) forthwith purchase from the other Lenders such participation participations in the Loans Advances made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender, such purchase from each Lender shall to that extent be rescinded and each other such Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying 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. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which Nothing in this Section 2.11 shall be conclusive otherwise increase the liabilities and binding in obligations of the absence of manifest error) of participation purchased Borrower under this Section Agreement and will in each case notify the Lenders following any such purchase or repaymentother Loan Documents.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Shareratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, fact and (b) purchase from the other applicable Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying LenderXxxxxx’s ratable share (according to the proportion of (i) the amount of such paying 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. The Borrower 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 10.511.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation participations purchased under this Section and will in each case notify the applicable Lenders following any such purchase purchases or repaymentrepayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Share, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participation participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s '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. The Borrower 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 10.5SECTION 11.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company 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 participation participations purchased under this Section and will in each case notify the Lenders following any such purchase purchases or repaymentrepayments.