Common use of Sharing of Payments, Etc Clause in Contracts

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of the Advances made by it in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, of payments on account of the Advances or Letter of Credit Obligations obtained by all the Lenders, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in the Advances made by them or Letter of Credit Obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to the purchasing Lender to (b) the total amount of all such required repayments to the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower 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from another Lender pursuant to this Section 2.12 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender shall obtain obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of the Advances made by it Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 10.3 or Section 10.4 (other than payments pursuant to Section 2.14, Section 2.15 or Section 2.16 in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a “Purchasing Lender”) shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's ’s required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. Each Borrower agrees . (c) The Borrowers agree that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 10.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the Borrowers in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off off, or otherwise) on account of the Advances or Letter of Credit Obligations made by it in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Share of payments on account of the Advances or Letter of Credit Obligations obtained by all the Lenders, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in the Advances made by them or Letter of Credit Obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 2.11 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off off, or otherwise) on account of the Advances or Letter of Credit Obligations made by it in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Share of payments on account of the Advances or Letter of Credit Obligations obtained by all the Lenders, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in the Advances made by them or Letter of Credit Obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 2.11 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off off, or otherwise) on account of the Advances made by Revolving Credit Exposure owing to it (other than pursuant to Section 2.07(c)(v), 2.16, 2.18 or 9.04(b)) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, ratable share of payments on account of the Advances or Letter of Revolving Credit Obligations Exposure obtained by all the Lenders, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in the Advances made by them or Letter of Revolving Credit Obligations held by them Exposure owing to such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and each such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 2.15 may, to the fullest extent permitted by law, unless and until rescinded as provided aboveLaw, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. (b) Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If any Lender shall obtain 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 Obligations (whether voluntary, involuntary, through the exercise of any right of set-off off, or otherwise) on account of the Advances made by it in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Applicable Commitment Percentage of payments or reductions on account of the Advances or Letter of Credit Obligations such obligations obtained by all the LendersLenders (other than payments of principal, interest and fees with respect to the Competitive Bid Loans which are payable solely to the Lenders participating therein), such Lender shall forthwith (i) notify each of the Administrative other Lenders and Agent of such receipt, and forthwith (ii) purchase from the other Lenders such participations in the Advances made by them or Letter of Credit Obligations held by them affected obligations as shall be necessary to cause such purchasing Lender to share the excess payment or reduction, net of costs incurred in connection therewith, ratably in accordance with the requirements of this Agreement 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 LenderLender or additional costs are incurred, such the purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price restored to the extent of such Lender's ratable share (according recovery or such additional costs, but without interest unless the Lender obligated to the proportion of (a) the amount of the participation sold by return such Lender funds is required to the purchasing Lender as a result of pay interest on such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to the purchasing Lender to (b) the total amount of all such required repayments to the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredfunds. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 4.16. may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation. Any payment received by the Agent or any Lender following the occurrence and during the continuation of an Event of Default shall be distributed pro rata amongst the Lenders based upon the percentage obtained by dividing the Obligations owing to each Lender by the total amount of Obligations on the date of receipt of such payment, with such amounts to be applied to the outstanding Obligations in accordance with the terms of this Agreement.

Sharing of Payments, Etc. (a) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of the Advances made by it Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 9.3 or Section 9.4 (other than payments pursuant to Section 2.12, Section 2.13 or Section 2.14) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a “Purchasing Lender”) shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's ’s required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. Each . (c) The Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 9.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Purchasing Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender shall obtain obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of the Advances made by it Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 11.3 (Costs and Expenses) or 11.4 (Indemnities) (other than payments pursuant to Section 2.15 (Special Provisions Governing Eurocurrency Rate Loans), 2.16 (Capital Adequacy) or 2.17 (Taxes)) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a "Purchasing Lender") shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a "Selling Lender") such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. Each . (c) The Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 11.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off set‑off, or otherwise) on account of the Advances made by it any Obligation in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, ratable share of payments on account of the Advances or Letter of Credit Obligations similar obligations obtained by all the Lenders, such Lender shall notify the Administrative Agent of such fact and forthwith purchase from the other Lenders such participations in the Advances made by them or Letter of Credit Obligations such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each such Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to 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). Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 3.02 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all of its rights of payment (including the Lender’s right of set-offset‑off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. Notwithstanding the foregoing, to the extent any Credit Party maintains Cash or Cash Equivalents in any deposit account with a Lender and such Credit Party owes any obligations or liabilities to such Lender or its Affiliates other than the Obligations under any Loan Document, such Lender hereby agrees that it shall first exercise any right of set‑off against the Obligations until the Obligations hereunder are paid in full.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off off, or otherwise) on account of the Advances made by Loans owing to it (other than pursuant to Section 5.04 or 11.07) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, ratable share of payments obtained by all the Lenders on account of the Advances or Letter Loans of Credit Obligations obtained by all the such Lenders, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations participation in the Advances made by them or Letter of Credit Obligations held by Loans owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 5.05 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. Notwithstanding the foregoing, if any Lender shall obtain any such excess payment involuntarily, such Lender may, in lieu of purchasing participations from the other Lenders in accordance with this Section 5.05, on the date of receipt of such excess payment, return such excess payment to the Administrative Agent for distribution in accordance with Section 5.01(a).

Sharing of Payments, Etc. If any Lender shall obtain any payment or collateral (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of the Advances Loans made by it in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, ratable share of payments or collateral on account of the Advances or Letter of Credit Obligations Loans obtained by all of the Lenders, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in the Advances Loans made by them or Letter of Credit Obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ’s ratable share (according to the proportion of (a) the amount of such Lender's ’s required repayment to the purchasing Lender to (b) the total amount of all such required repayments to the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 2.13 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, through the exercise by application of any right of set-off setoff or otherwise) on account of any Loan or L/C Obligation, (other than pursuant to the Advances made by it terms of Sections 3.1, 3.3 or 3.4) in excess of its Total Pro Rata Share, Revolving Share, or Term Share, as applicable, Share of payments on account of the Advances then or Letter of Credit Obligations therewith obtained by all the other Lenders, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations (or subparticipations) in the Advances made by them Loans or Letter of Credit Obligations L/C Obligations, as applicable, held by them such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably in accordance with the requirements of this Agreement with each of themother Lender; provided, however, provided that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, such the purchase from each Lender shall be rescinded and each Lender that has sold a participation to such purchasing Lender shall repay to the such purchasing Lender the purchase price to the ratable extent of such Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, recovery together with an amount equal to such selling Lender's ’s ratable share (according to the proportion of (a) the amount of such selling Lender's ’s required repayment to the such purchasing Lender to (b) the total amount of all so recovered from such required repayments to the purchasing Lender) of any interest or other amount paid or payable by the such purchasing Lender in respect of the total amount so recovered. Each Borrower agrees The Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-offpursuant to Section 11.10) with respect to such participation as fully as if such Lender were the direct creditor of such the applicable Borrower in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claim. The Lenders may, without the consent of any Borrower or any other Person, make arrangements among themselves to amend or otherwise modify this Section 2.17 to establish different sharing arrangements with respect to payments by or on behalf of the Borrowers; provided that any such amendment, modification or sharing arrangement shall be consented to by all Lenders.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off off, or otherwise) on account of the Advances made by Loans owing to it (other than pursuant to Section 5.04 or 12.07) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, ratable share of payments obtained by all the Lenders on account of the Advances or Letter Loans of Credit Obligations obtained by all the such Lenders, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations participation in the Advances made by them or Letter of Credit Obligations held by Loans owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 5.05 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation. Notwithstanding the foregoing, if any Lender shall obtain any such excess payment involuntarily, such Lender may, in lieu of purchasing participations from the other Lenders in accordance with this Section 5.05, on the date of receipt of such excess payment, return such excess payment to the Administrative Agent for distribution in accordance with Section 5.01(a).

Sharing of Payments, Etc. (a) If any Lender shall obtain (directly or through an Affiliate thereof) obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 11.6 (Right of Set-off)) or otherwise) on account of the Advances made by it Term Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 11.3 (Costs and Expenses) or 11.4 (Indemnities) (other than payments pursuant to Section 2.12 (Special Provisions Governing Eurodollar Rate Loans), 2.13 (Capital Adequacy) or 2.14 (Taxes) or otherwise receives any Collateral or any “Proceeds” (as defined in the Pledge and Security Agreement) of Collateral (other than payments pursuant to Section 2.12 (Special Provisions Governing Eurodollar Rate Loans), 2.13 (Capital Adequacy) or 2.14 (Taxes)) (in each case, whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 11.6 (Right of Set-off)) or otherwise) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a “Purchasing Lender”) shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in the Advances made by them their Term Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's ’s required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. Each . (c) The Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 11.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein (or, after the occurrence of a Sharing Event, as provided in the Intercreditor Agreement), any Lender Bank shall obtain on account of the Loans (or other Obligations referenced in clause (a) of the definition of such term) made or undertaken by such Bank any payment (whether voluntary, involuntary, through the exercise of any right of set-off off, or otherwise) on account of the Advances made by it in excess of its Pro Rata Payment Share, Revolving Share, or Term Share, as applicable, of payments on account of the Advances or Letter of Credit Obligations obtained by all the Lenders, such Lender Bank shall immediately (a) notify the Administrative Agent of such fact, and forthwith (b) purchase from the other Lenders Banks such participations in the Advances Loans (or other Obligations referenced in clause (a) of the definition of such term) made by them or Letter of Credit Obligations held undertaken by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment ratably in accordance with the requirements of this Agreement pro rata with each Bank, except that with respect to any Bank that is a Defaulting Bank by virtue of themsuch Bank failing to fund its Pro Rata Advance Share or its Pro Rata Adjusted Advance Share of any Revolving Loan, Refunded Swing Line Loan, Swing Line Loan Participation Amount, or L/C Borrowing, such Defaulting Bank’s pro rata share of the excess payment shall be allocated to the Bank (or the Banks, pro rata) that funded such Defaulting Bank’s Pro Rata Advance Share or Pro Rata Adjusted Advance Share; provided, however, that if all or any portion of such excess payment is thereafter recovered from such the purchasing LenderBank, such purchase from each Lender shall to that extent be rescinded and such Lender each other Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to the extent of such Lender's paying Bank’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's paying Bank’s required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to 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. Each The Borrower agrees that any Lender Bank so purchasing a participation from another Lender pursuant to this Section 2.12 Bank may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender Bank were the direct creditor of such 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 under this Section and will in each case notify the Banks following any such purchases or repayments.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off off, or otherwise) on account of the Advances made by owing to it (other than pursuant to Section 2.09, 2.11 or 8.04(c)) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, ratable share of payments on account of the Advances or Letter of Credit Obligations obtained by all the Lenders, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in the Advances made by them or Letter of Credit Obligations held by owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, recovery together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to the purchasing Lender to (b) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower 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, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. With respect to any reduction or termination of Commitments pursuant to Section 2.04, the reduction or termination of the Commitments shall be made ratably among the Commitments of all Lenders outstanding at the time of such reduction or termination. With respect to any repayment or prepayment made by the Borrower hereunder other than scheduled amortization pursuant to Section 2.05, such repayment or prepayment shall be distributed ratably among all Lenders in proportion with the principal amount of the Advances held by each such Lender outstanding at the time of such repayment or prepayment. With respect to any repayment of scheduled amortization made by the Borrower hereunder pursuant to Section 2.05, such repayments shall be distributed ratably among all Lenders of the relevant tranche in proportion with the principal amount of the Advances of such tranche held by each such Lender of outstanding at the time of such repayment or prepayment.

Sharing of Payments, Etc. If Except for payments made pursuant to Section 5.18, if any Lender Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off off, or otherwise) on account of the Advances any Advance made by it or any L/C Interest in excess of its Pro Rata Share, Revolving Share, or Term Shareratable share of all payments obtained by Banks on account of, as applicable, of payments on account the Advances comprising the Borrowing (whether the Borrowing to which it shall be applied is a Syndicated Borrowing or a Competitive Bid Borrowing) to which such Advance relates or in respect of the Advances or Letter of Credit Obligations obtained by all the Lendersto which such L/C Interest relates, such Lender Bank shall notify the Administrative Agent and forthwith purchase from the other Lenders Banks which shall then have Advances outstanding comprising a part of such Borrowing participations in the Advances made by them or comprising a part of such Borrowing (or, as applicable, purchase from the other Banks participations in the L/C Interests in the related Letter of Credit Obligations held by them Credit) as shall be necessary to cause such purchasing Lender Bank to share the excess payment (net of any expenses which may be incurred by such Bank in obtaining or preserving such excess payment) ratably in accordance with the requirements respect to such Borrowing or Letter of this Agreement Credit with each of them; provided, however, that if such other Banks. If all or any portion of such excess payment is thereafter recovered from such purchasing LenderBank, such purchase from each Lender selling Bank shall be rescinded and such Lender selling Bank shall repay to the purchasing Lender Bank the purchase price to the extent of such Lender's recovery together with an amount equal to such selling Bank’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's selling Bank’s required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to 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. Each The Borrower agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section 2.12 5.17 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender Bank were the direct creditor of such the Borrower in the amount of such participation. Nothing contained herein shall require any Bank to exercise any right it may have of set-off, bankers’ lien, counterclaim or similar right or shall affect the right of any Bank to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower not evidenced by this Agreement or the Notes. If under any applicable bankruptcy, insolvency or other similar law, any Bank obtains a secured claim in lieu of a set-off or other payment to which this Section 5.17 would apply, such Bank shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Banks entitled under this Section 5.17 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) If any Lender shall obtain (directly or through an Affiliate thereof) obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 11.6 (Right of Set-off)) or otherwise) on account of the Advances made by it Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 11.3 (Costs and Expenses) or 11.4 (Indemnities) (other than payments pursuant to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), 2.15 (Capital Adequacy) or 2.16 (Taxes) or otherwise receives any Collateral or any “Proceeds” (as defined in the Pledge and Security Agreement) of Collateral (other than payments pursuant to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), 2.15 (Capital Adequacy) or 2.16 (Taxes)) (in each case, whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 11.6 (Right of Set-off)) or otherwise) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a “Purchasing Lender”) shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's ’s required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. Each Borrower agrees . (c) The Borrowers agree that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 11.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the Borrowers in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off off, or otherwise) on account of the Advances or Letter of Credit Exposure made by it in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Share of payments on account of the Advances or Letter of Credit Obligations Exposure obtained by all the Lenders, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in the Advances made by them or Letter of Credit Obligations Exposure held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 2.11 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off setoff, or otherwise) on account of the Advances made by it Obligations payable to such Lender hereunder at such time in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, ratable share (according to the proportion of payments on account (a) the amount of such Obligations to (b) the aggregate amount of the Advances or Letter of Credit Obligations obtained by payable to all the LendersLenders hereunder at such time), such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders (other than any Defaulting Lender) such participations in the Advances made by them or Letter of Credit Obligations held by payable to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that that, if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and such other Lender shall repay to the purchasing Lender the purchase price to the extent of such other Lender's ’s ratable share (according to the proportion of (ai) the amount of the participation sold by purchase price paid to such Lender to the purchasing Lender as a result of such excess payment to (bii) the total amount of such excess paymentaggregate purchase price paid to all Lenders) of such recovery, recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (aA) the amount of such other Lender's ’s required repayment to the purchasing Lender to (bB) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 2.14 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation.

Sharing of Payments, Etc. If 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 off, or otherwise) on account of the Advances made by it in excess of its Pro Rata ShareShare (or after the occurrence of a Sharing Event, Revolving Share, or Term Share, as applicable, of payments on account of an amount determined pursuant to the Advances or Letter of Credit Obligations obtained by all the LendersIntercreditor Agreement), such Lender Bank shall immediately (a) notify the Administrative Agent of such fact, and forthwith (b) purchase from the other Lenders Banks such participations in the Advances Loans made by them or Letter of Credit Obligations held by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment ratably in accordance with the requirements of this Agreement pro rata with each of them; except that with respect to any Bank that is a Defaulting Bank by virtue of such Bank failing to fund its Pro Rata Share, Working Capital Pro Rata Adjusted Percentage or Revolving Pro Rata Adjusted Percentage of any Working Capital Loan, Revolving Loan or L/C Borrowing, such Defaulting Bank’s pro rata share of the excess payment shall be allocated to the Bank (or the Banks, pro rata) that funded such Defaulting Bank’s Pro Rata Share, Working Capital Pro Rata Adjusted Percentage or Revolving Pro Rata Adjusted Percentage; provided, however, that if all or any portion of such excess payment is thereafter recovered from such the purchasing LenderBank, such purchase from each Lender shall to that extent be rescinded and such Lender each other Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to the extent of such Lender's paying Bank’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's paying Bank’s required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to 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. Each Borrower agrees The Co-Borrowers agree that any Lender Bank so purchasing a participation from another Lender pursuant to this Section 2.12 Bank may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off, but subject to Section 10.09) with respect to such participation as fully as if such Lender Bank were the direct creditor of such Borrower the Co-Borrowers in the amount of such participation. Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Banks following any such purchases or repayments.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off off, or otherwise, but not including any payment made from an assigning Lender to an assignee Lender or a Lender to a Participant on account of an assignment of Loans or participation) on account of the Advances made by it Loans or the Letters of Credit (other than pursuant to Section 2.10, 2.11, 2.12(b), 2.16 or 3.3(b)) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, ratable share of payments on account of such Loans and/or the Advances or Letter Letters of Credit Obligations obtained by all the LendersLenders entitled thereto, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders notified of such payment such participations in the Advances made by them or Letter such Loans and/or Letters of Credit Obligations held made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from such the purchasing Lender, such purchase from each such Lender shall be rescinded and each such Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (a) the amount of such Lender's ’s required repayment to the purchasing Lender to (b) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 2.17 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment payments (whether voluntary, involuntary, through the exercise of any right of set-off off, or otherwise) on account of the Advances made any Note or Notes held by it in excess of its Applicable Pro Rata Share, Revolving Share, or Term Share, as applicable, Share of payments on account of the Advances or Letter of Credit Obligations applicable Notes obtained by all the applicable Lenders, such Lender shall notify the Administrative Agent and forthwith purchase from the other Revolving Credit Lenders or Term Loan Lenders (as applicable) such participations in the Advances made by them or Letter of Credit Obligations Notes held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; the other Revolving Credit Lenders or Term Loan Lenders (as applicable), provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Revolving Credit Lender or Term Loan Lender (as applicable) shall be rescinded and such each applicable Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (a1) the amount of such Lender's ’s required repayment to the purchasing Lender to (b2) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 10.07 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. 8.2.1 Except as otherwise expressly required by the terms of this Agreement, each payment or prepayment of principal, interest, fees, expenses and other charges under the Loans will be applied pro-rata among Lenders in accordance with their respective Ratable Portions applicable thereto. 8.2.2 If any Lender shall obtain at any time obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off off, or otherwise) on account of Revolving Loans owing to it under the Advances made by it terms of this Agreement in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, of payments on account of the Advances or Letter of Credit Obligations obtained by all the LendersRatable Portion, such Lender shall notify the Administrative Agent and will forthwith purchase from the other Lenders Lenders, such participations in the Advances made by them or Letter of Credit Obligations held by Revolving Loans owing to them as shall will be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall will be rescinded and such Lender shall will repay to the purchasing Lender the purchase price to the extent of such Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to the purchasing Lender payment to (bii) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower 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, unless and until rescinded as provided above, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation.

Sharing of Payments, Etc. 12.3.1 Except as otherwise expressly required by the terms of this Second Restated Credit Agreement each payment or prepayment of principal, interest, fees, expenses and other charges under the Credit Facilities and each reduction of the Total Revolving Commitment will be applied pro-rata among the Lenders in accordance with their respective Ratable Portions applicable thereto. 12.3.2 If any Lender shall obtain at any time obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off off, or otherwise) on account of Advances or Letter of Credit Obligations owing to it, as applicable (other than payments to the Advances made by it Agent in respect of Letter of Credit Obligations, and payments of fees and expenses to the Agent pursuant to Sections 2.13.2(c), (d), and (e) and of indemnities and expenses to the Agent pursuant to Sections 2.10.8, 16.12 and 16.13 hereof, in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, pro rata share of payments on account of Advances or Letter of Credit Obligations, as the case may be), such Lender will forthwith purchase from the other Lenders, such participations in the Advances or Letter of Credit Obligations obtained by all the LendersObligations, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in the Advances made by them or Letter of Credit Obligations held by as applicable, owing to them as shall will be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall will be rescinded and such Lender shall will repay to the purchasing Lender the purchase price to the extent of such Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to the purchasing Lender payment to (bii) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower The Company agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 Second Restated Credit Agreement may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the Company in the amount of such participation.

Sharing of Payments, Etc. If (a) Subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Lenders that are not Non-Funding Lenders as opposed to Non-Funding Lenders, if any Lender shall obtain (directly or through an Affiliate thereof) obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 11.6 (Right of Set-off) or otherwise) on account of the Advances made by it Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 11.3 (Costs and Expenses) or 11.4 (Indemnities) (other than payments pursuant to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), 2.15 (Capital Adequacy), 2.16 (Taxes) or 2.18 (Discounted Voluntary Prepayments)) or otherwise receives any Collateral or any “Proceeds” (as defined in the Pledge and Security Agreement) of Collateral (other than payments pursuant to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), 2.15 (Capital Adequacy), 2.16 (Taxes) or 2.18 (Discounted Voluntary Prepayments)(in each case, whether voluntary, involuntary, through the exercise of any right of set-off or otherwise (including pursuant to Section 11.6 (Right of Set-off))) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a “Purchasing Lender”) shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's ’s required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. Each . (c) The Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 11.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. (a) If any Revolving Credit Lender shall obtain (directly or through an Affiliate thereof) obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 11.6 (Right of Set-off)) or otherwise) on account of the Advances made by it Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 11.3 (Costs and Expenses) or 11.4 (Indemnities) (other than payments pursuant to Section 2.14 (Special Provisions Governing Eurocurrency Rate Loans), 2.15 (Capital Adequacy) or 2.16 (Taxes)) or otherwise receives any Collateral or any “Proceeds” (as defined in the Security Agreement) of Collateral (other than payments pursuant to Section 2.14 (Special Provisions Governing Eurocurrency Rate Loans), 2.15 (Capital Adequacy) or 2.16 (Taxes)) (in each case, whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 11.6 (Right of Set-off)) or otherwise) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Revolving Credit Lenders, such Revolving Credit Lender (a “Purchasing Lender”) shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's ’s required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. Each . (c) The Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 11.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.. AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off off, or otherwise) on account of the Revolving Credit Advances made by or Swing Line Advances owing to it or participations in LC Disbursements (other than pursuant to Section 2.11, 2.14 or 9.04(c)) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, ratable share of payments on account of the Revolving Credit Advances or Letter of Credit Obligations Swing Line Advances or participations in LC Disbursements obtained by all the LendersLenders holding such Advances, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in the Revolving Credit Advances made by or Swing Line Advances owing to them or Letter of Credit Obligations held by them participations in LC Disbursements as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 2.15 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off off, or otherwise) on account of the Advances or Letter of Credit Obligations made by it in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, of payments on account of the Advances or Letter of Credit Obligations obtained by all the Lenders, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in the Advances made by them or Letter of Credit Obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's Xxxxxx’s ratable share (according to the proportion of (ai) the amount of such Lender's Xxxxxx’s required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 2.09 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off off, or otherwise) on account of the Advances made by Loans owing to it (other than pursuant to Section 5.04 or Section 5.06) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, ratable share of payments obtained by all the Lenders on account of the Advances or Letter Loans of Credit Obligations obtained by all the such Lenders, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations participation in the Advances made by them or Letter of Credit Obligations held by Loans owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 5.05 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. Notwithstanding the foregoing, if any Lender shall obtain any such excess payment involuntarily, such Lender may, in lieu of purchasing participations from the other Lenders in accordance with this Section 5.05, on the date of receipt of such excess payment, return such excess payment to the Administrative Agent for distribution in accordance with Section 5.01(a).

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off off, or otherwise) on account of the Advances or Letter of Credit Obligations made by it in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Share of payments on account of the Advances or Letter of Credit Obligations obtained by all the Lenders, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in the Advances made by them or Letter of Credit Obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees The Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 2.11 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the Borrowers in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender shall obtain obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of the Advances made by it Term Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 10.3 or Section 10.4 (other than payments pursuant to Section 2.14, Section 2.15 or Section 2.16 in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a “Purchasing Lender”) shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in the Advances made by them their Term Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's ’s required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. Each Borrower agrees . (c) The Borrowers agree that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 10.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the Borrowers in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender shall obtain (directly or through an Affiliate thereof) obtains any payment (whether voluntaryvoluntary or involuntary) of the Loans owing to it, involuntaryany interest thereon, fees in respect thereof or amounts due pursuant to Section 9.3 (Costs and Expenses) or 9.4 (Indemnities) or otherwise receives any Collateral or proceeds thereof (in each case whether or not through the exercise of any right of set-off (including pursuant to Section 9.6 (Right of Set-Off)) hut other than payments pursuant to Section 2.12 (Special Provisions Governing Eurodollar Rate Loans), 2.13 (Capital Adequacy) or otherwise2.14 (Taxes)) on account of the Advances made by it in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a “Purchasing Lender”) shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's ’s required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. Each . (c) The Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 9.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. If (a) If, other than as expressly provided elsewhere herein, any U.S. Lender or Canadian Lender shall obtain any payment or other recovery (whether voluntary, involuntary, through the exercise by application of any right offset, enforcement of set-off security or otherwise) on account of the Advances made by it principal of or interest on any Loan, its participation in any Letter of Credit, any Bankers' Acceptance or BA Equivalent Note or any fees (exclusive of payments or recoveries under ARTICLE V) in excess of its applicable Pro Rata Share, Revolving Share, Share (or Term Shareother share contemplated hereunder) of amounts received by all U.S. Lenders or Canadian Lenders, as applicable, of payments on account of the Advances or Letter of Credit Obligations obtained by all the Lenderscase may be, such Lender shall immediately (a) notify the Administrative Applicable Agent of such fact and forthwith (b) purchase from the other Lenders Applicable Lenders, in a manner to be reasonably specified by the Applicable Agent, such participations in the Advances made by them or Letter of Credit Obligations Loans held by them (and, if applicable, such sub-participations in the Letters of Credit and/or participations in Bankers' Acceptances and BA Equivalent Notes) as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement or other recovery pro rata with each of themthe other Applicable Lenders; provided, however, PROVIDED that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, such the purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price restored to the extent of such recovery, together with an amount equal to such paying Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such paying Lender's required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower 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, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off, but subject to SECTION 12.10) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation. The Agents will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. (b) If, after any amount payable by either Borrower hereunder has not been paid when due and either (i) the Canadian Agent or any Canadian Lender has made any demand upon the Company or any other U.S. Guarantor (with, in the case of any Canadian Lender, a copy of such demand to each Agent) under a U.S. Guaranty or (ii) the U.S. Agent or any U.S. Lender has made any demand upon Parent under SECTION 11 (with, in the case of any U.S. Lender, a copy of such demand to each Agent), the U.S. Lenders as a group or the Canadian Lenders as a group shall obtain aggregate payments or other recoveries (whether voluntary, involuntary, by application of offset or otherwise) from or on behalf of the Borrowers on account of amounts payable hereunder in excess of such group's pro rata share (based upon the aggregate Dollar Equivalent amount then owed to all Lenders hereunder by the Borrowers, including amounts owed pursuant to SECTION 11) of all payments and other recoveries received by both groups of Lenders from or on behalf of the Borrowers, THEN the group of Lenders receiving such excess payment (the "BENEFITTED GROUP") shall immediately pay such excess to the U.S. Agent (unless otherwise directed by the U.S. Agent) and the U.S. Agent shall distribute such excess to the other group of Lenders in the amount necessary to cause the Benefitted Group to share the excess payment or recovery ratably with the other group of Lenders; PROVIDED that if all or any part of the excess payment or other recovery is thereafter recovered from the Benefitted Group, then the other group shall repay to the U.S. Agent for the account of the Benefitted Group the amount necessary to ensure that each group of Lenders receives its pro rata share (based upon the Dollar Equivalent amount owed to all Lenders hereunder by the Borrowers, including amounts owed pursuant to SECTION 11) of payments or other recoveries received by each group of Lenders from or on behalf of the Borrowers. The obligation of each member of each group of Lenders to make its share of any payment required under this SUBSECTION (B) shall be several, and not joint or joint and several, and after giving effect to any such payment each group of Lenders shall make such other adjustments as shall be necessary under SUBSECTION (A) above. The provisions of this SUBSECTION (B) are solely for the benefit of the Lenders and are not for the benefit of (and may not be enforced by) any other Person. The Lenders may, without the consent of either Borrower or any other Person, make arrangements among themselves to amend or otherwise modify this SUBSECTION (B) and to establish different sharing arrangements with respect to payments by or on behalf of the Borrowers; PROVIDED that any such amendment, modification or sharing arrangement shall be consented to by all Lenders.

Sharing of Payments, Etc. (a) If any Lender shall obtain (directly or through an Affiliate thereof) obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 9.6 (Right of Set-off) or otherwise) on account of the Advances made by it Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 9.3 (Costs and Expenses) or 9.4 (Indemnities) (other than payments pursuant to Sections 2.14 (Special Provisions Governing Eurodollar Rate Loans), 2.15 (Capital Adequacy) or 2.16 (Taxes)) or otherwise receives any Collateral or any “Proceeds” (as defined in the Security Agreement) of Collateral (other than payments pursuant toSections 2.14 (Special Provisions Governing Eurodollar Rate Loans), 2.15 (Capital Adequacy) or 2.16 (Taxes)) (in each case, whether voluntary, involuntary, through the exercise of any right of set-off or otherwise (including pursuant to Section 9.6 (Right of Set-off)) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a “Purchasing Lender”) shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's ’s required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. Each . (c) The Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 9.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender shall obtain (directly or through an Affiliate thereof) obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 11.7 (Right of Set-off)) or otherwise) on account of the Advances made by it Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 11.3 (Costs and Expenses) or 11.4 (Indemnities) (other than payments pursuant to Section 2.13 (Special Provisions Governing Eurodollar Rate Loans), 2.14 (Capital Adequacy) or 2.15 (Taxes) or otherwise receives any Collateral or any “Proceeds” (as defined in any Pledge and Security Agreement) of Collateral (other than payments pursuant to Section 2.13 (Special Provisions Governing Eurodollar Rate Loans), 2.14 (Capital Adequacy) or 2.15 (Taxes)) (in each case, whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 11.7 (Right of Set-off)) or otherwise) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a “Purchasing Lender”) shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's ’s required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. Each . (c) The Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 11.8 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off in accordance with Section 11.7 (Right of Set-off)) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off off, or otherwise) on account of the Advances made by Revolving Loans owing to it or its Swingline Participation or LOC Participation (other than pursuant to Section 2.6.3 or 2.14), in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Proportionate Share of payments on account of the Advances or Letter of Credit Obligations Revolving Loans, LOC Participations and Swingline Participations obtained by all the Lenders, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in the Advances made by them or Letter of Credit Obligations held by Revolving Loans, LOC Participation and Swingline Participation owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Lender holding such participation in another Lender's Loans, LOC Participation or Swingline Participation shall be deemed the holder of such Loans for all purposes hereof. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 2.15.4 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation.fullest

Sharing of Payments, Etc. (a) If any Lender shall obtain obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of the Advances made by it Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 11.3 (Costs and Expenses) or 11.4 (Indemnities) (other than payments pursuant to Sections 2.14 (Special Provisions Governing Eurodollar Rate Loans), 2.15 (Capital Adequacy) or 2.16 (Taxes)) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a "Purchasing Lender") shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a "Selling Lender") such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each 103 (c) The Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 11.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender shall obtain obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of the Advances made by it Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 11.3 (Costs and Expenses) or 11.4 (Indemnities) (other than payments pursuant to Section 2.13 (Special Provisions Governing Eurodollar Rate Loans), 2.14 (Capital 95 Credit Agreement FMC Corporation Adequacy) or 2.15 (Taxes)) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a "Purchasing Lender") shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a "Selling Lender") such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. Each . (c) The Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 11.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender shall obtain receive any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of the Advances made by it Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 13.3 or 13.4 (other than payments pursuant to Section 2.14, 2.15 or 2.16) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a “Purchasing Lender”) shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's ’s required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. Each . (c) The Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 13.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. (a) If any Revolving Credit Lender shall obtain (directly or through an Affiliate thereof) obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 11.6 (Right of Set-off) or otherwise) on account of the Advances made by it Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 11.3 (Costs and Expenses) or 11.4 (Indemnities) (other than payments pursuant to Sections 2.14 (Special Provisions Governing Eurodollar Rate Loans), 2.15 (Capital Adequacy) or 2.16 (Taxes)) or otherwise receives any Collateral or any "Proceeds" (as defined in the Pledge and Security Agreement) of Collateral (other than payments pursuant to Sections 2.14 (Special Provisions Governing Eurodollar Rate Loans), 2.15 (Capital Adequacy) or 2.16 (Taxes)) (in each case, whether voluntary, involuntary, through the exercise of any right of set-off or otherwise (including pursuant to Section 11.6 (Right of Set-off)) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Revolving Credit Lenders, such Revolving Credit Lender (a "Purchasing Lender") shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a "Selling Lender") such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. Each . (c) The Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 11.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off off, or otherwise) on account of the Advances any Revolving Credit Loan or any Incremental Last Out Loan, as applicable, made by it in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, ratable share of payments on account of the Advances Revolving Credit Loans or Letter of Credit Obligations obtained Incremental Last Out Loan, as applicable, made by all the Lenders, such Lender shall notify the Administrative Agent and forthwith purchase from the each other Lenders Lender such participations participation in the Advances made by them or Letter of Credit Obligations held by them such Loan as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of themother Lender; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender Lenders the purchase price to the extent of such Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 3.9 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower Borrowers in the amount of such participation. Notwithstanding anything to the contrary contained herein, all purchases and repayments to be made under this Section 3.9 shall be made through Agent.

Sharing of Payments, Etc. Letters of Credit. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off off, or otherwise) on account of any Letter of Credit Liability of the Advances made by it Borrower or any LC Subsidiary hereunder (other than pursuant to Section 3.08 or 4.06 hereof) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Commitment Percentage of any such payments on account of the Advances or such Letter of Credit Obligations Liability obtained by all the Lenders, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in the Advances made by them or Letter of Credit Obligations held by them such other Lenders' participations purchased pursuant to Section 3.05 hereof as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; other Lender, provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, Lender such purchase from each other Lender shall be rescinded and each such Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, recovery together with an amount equal to each such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees and each LC Subsidiary agree that any Lender so purchasing a sub-participation from another Lender pursuant to this Section 2.12 4.07 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such sub-participation as fully as if such Lender were the direct creditor of such the Borrower or each LC Subsidiary in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off setoff, or otherwise) on account of the Advances made by Loans or Reimbursement Obligations owed to it in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, ratable share of payments on account of the Advances such Loans or Letter of Credit Reimbursement Obligations obtained by all the LendersLenders entitled to such payments, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders entitled to such payments such participations in the Advances made by them Loans or Letter of Credit Reimbursement Obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such other Lender's ’s required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 Subparagraph 2.10(b) may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation; provided, however, that with respect to any participation, in no event shall Borrower be obligated to make duplicate payments to Lenders and any participants.

Sharing of Payments, Etc. (a) If any Lender shall obtain receives any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of the Advances made by it Loans owing to it, any interest thereon, any fees in respect thereof or any amounts due pursuant to Section 13.3 or 13.4 (other than payments pursuant to Section 2.12, 2.13 or 2.16 and taking into account the application of proceeds provisions of Section 2.08 and Section 2.11) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a "Purchasing Lender") shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a "Selling Lender") such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. Each . (c) The Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 13.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off setoff, or otherwise) on account of the Advances made by it Obligations payable to such Lender hereunder at such time in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, ratable share (according to the proportion of payments on account (a) the amount of such Obligations to (b) the aggregate amount of the Advances or Letter of Credit Obligations obtained by payable to all the LendersLenders hereunder at such time), such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in the Advances made by them or Letter of Credit Obligations held by payable to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that that, if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and such other Lender shall repay to the purchasing Lender the purchase price to the extent of such other Lender's ’s ratable share (according to the proportion of (ai) the amount of the participation sold by purchase price paid to such Lender to the purchasing Lender as a result of such excess payment to (bii) the total amount of such excess paymentaggregate purchase price paid to all Lenders) of such recovery, recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (aA) the amount of such other Lender's ’s required repayment to the purchasing Lender to (bB) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 2.14 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation. ARTICLE III.ARTICLE III. (RESERVEDRESERVED) ARTICLE IV.ARTICLE IV.

Sharing of Payments, Etc. (a) If any Lender shall obtain (directly or through an Affiliate thereof) obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 11.6 (Right of Set-off) or otherwise) on account of the Advances made by it Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 11.3 (Costs and Expenses) or 11.4 (Indemnities) (other than payments pursuant to Sections 2.14 (Special Provisions Governing Eurodollar Rate Loans), 2.15 (Capital Adequacy) or 2.16 (Taxes)) or otherwise receives any Collateral or any “Proceeds” (as defined in the Pledge and Security Agreement) of Collateral (other than payments pursuant to Sections 2.14 (Special Provisions Governing Eurodollar Rate Loans), 2.15 (Capital Adequacy) or 2.16 (Taxes)) (in each case, whether voluntary, involuntary, through the exercise of any right of set-off or otherwise (including pursuant to Section 11.6 (Right of Set-off)) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a “Purchasing Lender”) shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's ’s required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. Each . (c) The Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 11.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of the Advances Revolving Loans made by it (other than pursuant to Section 2.14, 2.15 or 2.16) in excess of its Pro Rata ShareRatable Portion under the Revolving Credit Facility, Revolving Share, or Term Share, as applicable, in respect of payments obtained by the Lenders, on account of the Advances or Letter of Credit Obligations obtained by all the Lenderssuch Obligations, such Lender (a “Purchasing Lender”) shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's ’s required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. . (c) Each Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 11.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off setoff, or otherwise) on account of the Advances made by Loan owed to it as part of any Borrowing in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, ratable share of payments on account of the Advances or Letter of Credit Obligations all Loans in such Borrowing obtained by all applicable Lenders entitled to such payments (or, with respect to the Facility A Lenders, Reimbursement Obligations) such Lender shall notify the Administrative Agent and forthwith purchase from the such other Lenders such participations in their Loans (or, with respect to the Advances made by them or Letter of Credit Obligations held by them Facility A Lenders, Reimbursement Obligations) as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such each other applicable Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such other Lender's required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 Subparagraph 2.11 (b) may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation.

Sharing of Payments, Etc. 3.8.1 If any Domestic Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off off, or otherwise) on account of any Domestic Revolving Credit Loan or the Advances portion of the Domestic Term Loan made by it in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, ratable share of payments on account of the Advances or Letter of Credit Obligations obtained such Loans made by all Domestic Lenders, such Domestic Lender shall forthwith purchase from each other Domestic Lender such participation in such Loans as shall be necessary to cause such purchasing Domestic Lender to share the Lendersexcess payment ratably with each other Domestic Lender; provided, that if all or any portion of such excess payment is thereafter recovered from such purchasing Domestic Lender, such purchase from each Domestic Lender shall be rescinded and such Domestic Lenders shall repay to the purchasing Domestic Lender the purchase price to the extent of such recovery, together with an amount equal to such Domestic Lender's ratable share (according to the proportion of (i) the amount of such Domestic Lender's required repayment to (ii) the total amount so recovered from the purchasing Domestic Lender) of any interest or other amount paid or payable by the purchasing Domestic Lender in respect of the total amount so recovered. Each Borrower agrees that any Domestic Lender so purchasing a participation from another Domestic Lender pursuant to this Section 3.8.1 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Domestic Lender were the direct creditor of Borrowers in the amount of such participation. Notwithstanding anything to the contrary contained herein, all purchases and repayments to be made under this Section 3.8.1 shall be made through Administrative Agent. 3.8.2 If Canadian Lender or any Canadian Participating Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of any Canadian Revolving Credit Loan or any portion of the Canadian Term Loan made or refunded by it in excess of its ratable share of payments on account of such Loans made or refunded by Canadian Agent and Canadian Participating Lenders in the aggregate, such Lender shall notify the Administrative Agent and forthwith purchase from the Canadian Lender and each other Lenders Canadian Participating Lender such participations participation in the Advances made by them or Letter of Credit Obligations held by them such Loans as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with Canadian Lender and each of themother Canadian Participating Lender; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from Canadian Lender and each Canadian Participating Lender shall be rescinded and Canadian Lender and such Lender Canadian Participating Lenders shall repay to the purchasing Lender the purchase price to the extent of such Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees that Canadian Lender and any Canadian Participating Lender so purchasing a participation from another Canadian Lender or a Canadian Participating Lender pursuant to this Section 2.12 3.8.2 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower Borrowers in the amount of such participation. Notwithstanding anything to the contrary contained herein, all purchases and repayments to be made under this Section 3.8.2 shall be made through Canadian Agent.

Sharing of Payments, Etc. (a) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of the Advances Term Loans or Revolving Loans made by it (other than pursuant to Sections 2.15, 2.16 or 2.17) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of payments on account of the Advances or Letter of Credit Obligations obtained by all the LendersLenders on account of such Obligations, such Lender (a "Purchasing Lender") shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a "Selling Lender") such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. . (c) Each Borrower Borrowers agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 9.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the Borrowers in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender shall at any time obtain any payment of the Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 11.3 (Costs and Expenses), 11.4 (Indemnities) (other than payments pursuant to Section 2.14 (Special Provisions Governing Eurocurrency Rate Loans), 2.15 (Capital Adequacy), 2.16 (Taxes)) or Section 11.6 (Right of Set-off) or receives any Collateral in respect thereof (in either case, whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of the Advances made by it in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a “Purchasing Lender”) shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's ’s required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower 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, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender shall obtain (directly or through an Affiliate thereof) obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 11.6 (Right of Set-off) or otherwise) on account of the Advances made by it Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 11.3 (Costs and Expenses) or Section 11.4 (Indemnities) (other than payments pursuant to Section 2.13 (Special Provisions Governing Eurodollar Rate Loans), Section 2.14 (Capital Adequacy) or Section 2.15 (Taxes)) or otherwise receives any Collateral or any “Proceeds” (as defined in the Pledge and Security Agreement) of Collateral (other than payments pursuant to Section 2.13 (Special Provisions Governing Eurodollar Rate Loans), Section 2.14 (Capital Adequacy) or Section 2.15 (Taxes)) (in each case, whether voluntary, involuntary, through the exercise of any right of set-off or otherwise (including pursuant to Section 11.6 (Right of Set-off)) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a “Purchasing Lender”) shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's ’s required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. Each . (c) The Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 11.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of the Advances or Letter of Credit Obligations made by it in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Share of payments on account of the Advances or Letter of Credit Obligations obtained by all the Lenders, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in the Advances made by them or Letter of Credit Obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; providedPROVIDED, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to the purchasing Lender to (b) the total amount of all such required repayments to the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 2.13 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. (a) If any Revolving Credit Lender shall obtain (directly or through an Affiliate thereof) obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 11.6 (Right of Set-off)) or otherwise) on account of the Advances made by it Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 11.3 (Costs and Expenses) or 11.4 (Indemnities) (other than payments pursuant to Section 2.14 (Special Provisions Governing Eurocurrency Rate Loans), 2.15 (Capital Adequacy) or 2.16 (Taxes)) or otherwise receives any Collateral or any “Proceeds” (as defined in the Security Agreement) of Collateral (other than payments pursuant to Section 2.14 (Special Provisions Governing Eurocurrency Rate Loans), 2.15 (Capital Adequacy) or 2.16 (Taxes)) (in each case, whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 11.6 (Right of Set-off)) or otherwise) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Revolving Credit Lenders, such Revolving Credit Lender (a “Purchasing Lender”) shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's ’s required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. Each . (c) The Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 11.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off off, or otherwise) on account of the Advances made by Loans owing to it (other than pursuant to Sections 2.8, 2.11, 2.12, 2.13, 8, 11.3 or 11.14), in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, ratable share of payments on account of the Advances or Letter of Credit Obligations Loans obtained by all the LendersLenders (other than an overpayment by the Paying Agent, in which case the relevant Lender receiving the overpayment shall promptly pay such overpayment amount back to the Paying Agent for proper distribution to the other Lenders in order to comply with the pro rata payment provision of Section 2.10 above), such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in the Advances made by them or Letter of Credit Obligations held by Loans owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such each Lender shall repay to the purchasing Lender the purchase price therefor (to the extent of such Lender's ratable share (according to the proportion of (arecovery) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ’s ratable share (according to the proportion of (a) the amount of such Lender's ’s required repayment to the purchasing Lender to (b) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 2.14 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of to payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. If a Lender obtains a payment of the kind described herein as a result of a judgment in or settlement of an action or proceeding maintained by that Lender in any court, that Lender shall not be required to share the amount so obtained with any other Lender which (i) had a legal right to, but did not, join in that action or proceeding and (ii) was notified in writing of such action or proceeding by the relevant Lender prior to the start thereof.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Credit Extensions made by it or Liabilities owed to it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off off, or otherwise) on account of the Advances made by it in excess of its Pro Rata Share, Revolving Share, ratable share (or Term Share, as applicable, of payments on account of the Advances or Letter of Credit Obligations obtained by all the Lendersother share contemplated hereunder), such Lender shall immediately (a) notify the Administrative Agent of such fact, and forthwith (b) purchase from the other Lenders Lender such participations in the Advances Credit Extension made by them or Letter of Credit Obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such the purchasing Lender, such purchase from each Lender shall to that extent be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to the extent of such paying Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such paying Lender's required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower 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, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such 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 participations purchased under this Section and will in each case notify the Lender following any such purchases or repayments. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the other Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. (a) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of the Advances Revolving Loans made by it (other than pursuant to Section 2.14, 2.15 or 2.16) in excess of its Pro Rata ShareRatable Portion under the Revolving Credit Facility, Revolving Share, or Term Share, as applicable, in respect of payments obtained by the Lenders, on account of the Advances or Letter of Credit Obligations obtained by all the Lenderssuch Obligations, such Lender (a “Purchasing Lender”) shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's ’s required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each . (c) The Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 11.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of the Advances Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 11.3 (Costs and Expenses) or Section 11.4 (Indemnitees) (other than payments made by it pursuant to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), Section 2.15 (Capital Adequacy) or Section 2.16 (Taxes)) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a “Purchasing Lender”) shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's ’s required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. . (c) Each Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 11.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such any Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off setoff, or otherwise) on account of the Advances Loans made by it it, or the participations in L/C Obligations or in Swing Line Loans held by it, in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, ratable share of payments on account of the Advances Loans, L/C Obligations or Letter of Credit Obligations Swing Line Loans obtained by all the LendersLenders entitled to such payments, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in the Advances made by them Loans and/or participations in L/C Obligations or Letter of Credit Obligations held by them in Swing Line Loans as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such other Lender's ’s required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 2.11(b) may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. All payments from or on behalf of the Borrower on account of any obligations shall be apportioned ratably among the Lenders based upon their respective share, if any, of the obligations with respect to which such payment was received. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off set off, or otherwise) on account of the Advances made by it (other than pursuant to Section 2.8, Section 2.12, Section 2.16, Section 2.18, or Section 8.4(b)) or on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, ratable share of payments obtained by all the Lenders on account of the Advances or Letter on account of Credit Obligations obtained by all the Lenderssuch reimbursement obligations, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in the Advances made by them or Letter of Credit Obligations held by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 2.17 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation.

Sharing of Payments, Etc. (a) If any U.S. Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off setoff, or otherwise) on account of the Advances made by it or Letter of Credit Usage (other than pursuant to Section 2.10 or 2.12) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, ratable share of payments on account of the Committed Advances or Letter of Credit Obligations Usage obtained by all the U.S. Lenders, such U.S. Lender shall notify the Administrative Agent and forthwith purchase from the other U.S. Lenders such participations in the Committed Advances made by them or Letter of Credit Obligations held by them Usage as shall be necessary to cause such purchasing U.S. Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing U.S. Lender, such purchase from each U.S. Lender shall be rescinded and such U.S. Lender shall repay to the purchasing U.S. Lender the purchase price to the extent of such recovery together with an amount equal to such U.S. Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such U.S. Lender's required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing U.S. Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees The Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 2.13(a) may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the applicable Borrowers in the amount of such participation. (b) If any Canadian Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advances made by it (other than pursuant to Section 2.10 or 2.12) in excess of its ratable share of payments on account of the Committed Advances obtained by all the Canadian Lenders, such Canadian Lender shall forthwith purchase from the other Canadian Lenders such participations in the Committed Advances made by them as shall be necessary to cause such purchasing Canadian Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Canadian Lender, such purchase from each Canadian Lender shall be rescinded and such Canadian Lender shall repay to the purchasing Canadian Lender the purchase price to the extent of such recovery together with an amount equal to such Canadian Lender's ratable share (according to the proportion of (i) the amount of such Canadian Lender's required repayment to (ii) the total 37 Amended and Restated Credit Agreement (Long Term) amount so recovered from the purchasing Canadian Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the applicable Borrowers in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off setoff, or otherwise) on account of the Revolving Credit Advances made owing to it (other than pursuant to Section 2.02(d), 2.06, 2.08, 2.10, 8.04(b) or 8.07) or the participations in Swing Line Advances held by it it, in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, ratable share of payments on account of the Revolving Credit AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT Advances or Letter of Credit Obligations participations obtained by all the Lenders, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in the Revolving Credit Advances made by them or Letter of Credit Obligations held by and subparticipations in the Swing Line Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower The Company agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section 2.12 8.05 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower the Company in the amount of such participationparticipation or subparticipation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off setoff, or otherwise) on account of the Advances made by Loan owed to it as part of any Borrowing in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, ratable share of payments on account of the Advances or Letter of Credit Obligations all Loans in such Borrowing obtained by all applicable Lenders entitled to such payments (or, with respect to the Facility A Lenders, Reimbursement Obligations) such Lender shall notify the Administrative Agent and forthwith purchase from the such other Lenders such participations in their Loans (or, with respect to the Advances made by them or Letter of Credit Obligations held by them Facility A Lenders, Reimbursement Obligations) as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such each other applicable Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such other Lender's required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 Subparagraph 2.11 (b) may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender shall obtain obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of the Advances made by it Bridge Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to (g) or 10.4 (other than payments pursuant to Section 2.10, 2.15, or 2.12 in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a "Purchasing Lender") shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a "Selling Lender") such participations in the Advances made by them their Bridge Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. Each . (c) The Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 10.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off setoff, or otherwise) on account of the Advances made by it Obligations payable to such Lender hereunder at such time in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, ratable share (according to the proportion of payments on account (i) the amount of such Obligations to (ii) the aggregate amount of the Advances or Letter of Credit Obligations obtained by payable to all the LendersLenders hereunder at such time), such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders (other than any Defaulting Lender) such participations in the Advances made by them or Letter of Credit Obligations held by payable to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that that, if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and such other Lender shall repay to the purchasing Lender the purchase price to the extent of such other Lender's ’s ratable share (according to the proportion of (ai) the amount of the participation sold by purchase price paid to such Lender to the purchasing Lender as a result of such excess payment to (bii) the total amount of such excess paymentaggregate purchase price paid to all Lenders) of such recovery, recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such other Lender's ’s required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 2.14 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation. For purposes of clause (ii) of the definition of “Excluded Taxes”, a Lender that acquires a participation pursuant to this Section 2.14 shall be treated as having acquired such participation on the EARLIER DATE(S) ON WHICH SUCH LENDER ACQUIRED THE APPLICABLE INTEREST(S) IN THE COMMITMENT(S) OR LOAN(S) (AS APPLICABLE) TO WHICH SUCH PARTICIPATION RELATES.

Sharing of Payments, Etc. (a) If any Lender shall obtain (directly or through an Affiliate thereof) obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 11.6) or otherwise) on account of the Advances made by it Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 11.3 or 11.4 (other than payments pursuant to Section 2.14, 2.15 or 2.16 or otherwise receives any Collateral or any Proceeds of Collateral (other than payments pursuant to Section 2.14, 2.15 or 2.16) (in each case, whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 11.6) or otherwise) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a “Purchasing Lender”) shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's ’s required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. . (c) Each Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 11.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender shall obtain (directly or through an Affiliate thereof) obtains any payment (whether voluntary, involuntary or through the exercise of any right of setoff (including pursuant to Section 11.6 or otherwise)) of the Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 11.3 or 11.4 (other than payments pursuant to Section 2.14, 2.15, 2.16 or 2.17) or otherwise receives any Collateral or any “Proceeds” (as defined in the Pledge and Security Agreement) of Collateral (other than payments pursuant to Section 2.14, 2.15, 2.16 or 2.17 (in each case, whether voluntary, involuntary, through the exercise of any right of set-off setoff or otherwiseotherwise (including pursuant to Section 11.6)) on account of the Advances made by it in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a “Purchasing Lender”) shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's ’s required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. Each . (c) Ultimate Parent Co-Borrower, Holdco Co-Borrower, WII Co-Borrower, Parent and Arby’s Opco Borrower agrees agree that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 11.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of such Arby’s Opco Borrower and/or Co-Borrower, as the case may be, in the amount of such participation.

Sharing of Payments, Etc. If Without expanding the rights of any Lender under this Agreement and, except as otherwise expressly provided in Section 6.04, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off off, or otherwise) on account of the Advances made by Letter of Credit Obligations owing to it in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, ratable share (according to the proportion of (i) the amount of such Letter of Credit Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Letter of Credit Obligations due and payable at such time to all Lenders hereunder) of payments on account of the Advances or Letter of Credit Obligations obtained by all the Lenders, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in the Advances made by them or Letter of Credit Obligations held by owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender's ’s ratable share (according to the proportion of (ai) the amount of the participation sold by purchase price paid to such Lender to the purchasing Lender as a result of such excess payment to (bii) the total amount of such excess paymentaggregate purchase price paid to all Lenders) of such recovery, recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 2.15 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the Loan Parties in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of the Advances Revolving Loans made by it (other than pursuant to Sections 2.12, 2.13 or 2.14) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of payments on account of the Advances or Letter of Credit Obligations obtained by all the LendersLenders on account of such Obligations, such Lender (a "Purchasing Lender") shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a "Selling Lender") such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. . (c) Each Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 11.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation.

Sharing of Payments, Etc. If Subject to Section 3.11 and the other provisions of this Agreement relating to the application of funds received by Agent and the Lenders, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off off, or otherwise) on account of the Advances any Loan made by it in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, ratable share of payments on account of the Advances or Letter of Credit Obligations obtained Loans made by all the Lenders, such Lender shall notify the Administrative Agent and forthwith purchase from the each other Lenders Lender such participations participation in the Advances made by them or Letter of Credit Obligations held by them such Loan as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of themother Lender; provided, however, -------- that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender Lenders the purchase price to the extent of such Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 3.10 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such each Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, all purchases and repayments to be made under this Section 3.10 shall be made through Agent. Each Lender agrees with each other Lender that if an amount to be set off by such Lender or an Affiliate of such Lender as described herein (other than any amount held by such Lender or such Affiliate specifically as collateral security for Indebtedness (other than the Obligations) of a Borrower or a Subsidiary to such Lender) is to be applied by such Lender to Indebtedness (other than the Obligations) of any Borrower or any Subsidiary to such Lender, such amount shall be applied ratably to such other Indebtedness and to the portion of the Obligations held by such Lender, and, as to the portion of such amount applied to the Obligations, shall be subject to the provisions of this Section 3.10 regarding purchases of participations.

Sharing of Payments, Etc. 3.8.1 If any Domestic Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off off, or otherwise) on account of any Domestic Revolving Credit Loan or any portion of the Advances Domestic Term Loan made by it in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, ratable share of payments on account of the Advances or Letter of Credit Obligations obtained such Loans made by all Domestic Lenders, such Domestic Lender shall forthwith purchase from each other Domestic Lender such participation in such Loans as shall be necessary to cause such purchasing Domestic Lender to share the Lendersexcess payment ratably with each other Domestic Lender; provided, that if all or any portion of such excess payment is thereafter recovered from such purchasing Domestic Lender, such purchase from each Domestic Lender shall be rescinded and such Domestic Lenders shall repay to the purchasing Domestic Lender the purchase price to the extent of such recovery, together with an amount equal to such Domestic Lender's ratable share (according to the proportion of (i) the amount of such Domestic Lender's required repayment to (ii) the total amount so recovered from the purchasing Domestic Lender) of any interest or other amount paid or payable by the purchasing Domestic Lender in respect of the total amount so recovered. Each Borrower agrees that any Domestic Lender so purchasing a participation from another Domestic Lender pursuant to this Section 3.8.1 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Domestic Lender were the direct creditor of Borrowers in the amount of such participation. Notwithstanding anything to the contrary contained herein, all purchases and repayments to be made under this Section 3.8.1 shall be made through Administrative Agent. 3.8.2 If Canadian Lender or any Canadian Participating Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of any Canadian Revolving Credit Loan made or refunded by it in excess of its ratable share of payments on account of such Loans made or refunded by Canadian Agent and Canadian Participating Lenders in the aggregate, such Lender shall notify the Administrative Agent and forthwith purchase from the Canadian Lender and each other Lenders Canadian Participating Lender such participations participation in the Advances made by them or Letter of Credit Obligations held by them such Loans as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with Canadian Lender and each of themother Canadian Participating Lender; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from Canadian Lender and each Canadian Participating Lender shall be rescinded and Canadian Lender and such Lender Canadian Participating Lenders shall repay to the purchasing Lender the purchase price to the extent of such Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees that Canadian Lender and any Canadian Participating Lender so purchasing a participation from another Canadian Lender or a Canadian Participating Lender pursuant to this Section 2.12 3.8.2 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower Borrowers in the amount of such participation. Notwithstanding anything to the contrary contained herein, all purchases and repayments to be made under this Section 3.8.2 shall be made through Canadian Agent. 3.8.3 If UK Lender or any UK Participating Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of any UK Revolving Credit Loan or any portion of the UK Term Loans made or refunded by it in excess of its ratable share of payments on account of such Loans made or refunded by UK Agent and UK Participating Lenders in the aggregate, such Lender shall forthwith purchase from UK Lender and each other UK Participating Lender such participation in such Loans as shall be necessary to cause such purchasing Lender to share the excess payment ratably with UK Lender and each other UK Participating Lender; provided, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from UK Lender and each UK Participating Lender shall be rescinded and UK Lender and such UK Participating Lenders shall repay to the purchasing Lender the purchase price to the extent of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (i) the amount of such 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. Each Borrower agrees that UK Lender and any UK Participating Lender so purchasing a participation from UK Lender or a UK Participating Lender pursuant to this Section 3.8.3 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of Borrowers in the amount of such participation. Notwithstanding anything to the contrary contained herein, all purchases and repayments to be made under this Section 3.8.3 shall be made through UK Agent.

Sharing of Payments, Etc. 12.3.1 Except as otherwise expressly required by the terms of this Credit Agreement each payment or prepayment of principal, interest, fees, expenses and other charges under the Credit Facilities and each reduction of the Total Revolving Commitment will be applied pro-rata among the Lenders in accordance with their respective Ratable Portions applicable thereto. 12.3.2 If any Lender shall obtain at any time obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off off, or otherwise) on account of Advances or Letter of Credit Obligations owing to it, as applicable (other than payments to the Advances made by it Agent in respect of Letter of Credit Obligations, and payments of fees and expenses to the Agent pursuant to Sections 2.13.2(c), (d), and (e) and of indemnities and expenses to the Agent pursuant to Sections 2.10.8, 16.12 and 16.13 hereof, in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, pro rata share of payments on account of Advances or Letter of Credit Obligations, as the case may be), such Lender will forthwith purchase from the other Lenders, such participations in the Advances or Letter of Credit Obligations obtained by all the LendersObligations, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in the Advances made by them or Letter of Credit Obligations held by as applicable, owing to them as shall will be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall will be rescinded and such Lender shall will repay to the purchasing Lender the purchase price to the extent of such Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to the purchasing Lender payment to (bii) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower The Company agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 Credit Agreement may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the Company in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender shall obtain (directly or through an Affiliate thereof) obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 11.09 (Set-off) or otherwise) on account of the Advances made Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 11.04 (Attorney Costs, Expenses and Taxes) or 11.05 (Indemnification by it the Borrower; Limitation of Liability) (other than payments pursuant to Section 3.01 (Taxes), 3.02 (Illegality), 3.03 (Determination of Rates; Inability to Determine Rates), 3.04 (Increased Cost and Reduced Return; Capital Adequacy) or 3.05 (Funding Losses)) or otherwise receives any Collateral or any Proceeds of Collateral (other than payments pursuant to Section 3.01 (Taxes), 3.02 (Illegality), 3.03 (Determination of Rates; Inability to Determine Rates), 3.04 (Increased Cost and Reduced Return; Capital Adequacy) or 3.05 (Funding Losses) (in each case, whether voluntary, involuntary, through the exercise of any right of set-off or otherwise (including pursuant to Section 11.09 (Set-off)) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Share of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a "Purchasing Lender") shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a "Selling Lender") such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. Each . (c) The Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 11.16 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender shall obtain (directly or through an Affiliate thereof) obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 11.6 (Right of Set-off)) or otherwise) on account of the Advances made by it Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 11.3 (Costs and Expenses) or 11.4 (Indemnities) (other than payments pursuant to Section 2.12 (Special Provisions Governing Eurodollar Rate Loans), 2.13 (Capital Adequacy) or 2.14 (Taxes)) or otherwise receives any Collateral or any "Proceeds" (as defined in the Pledge and Security Agreement) of Collateral (other than payments pursuant to Section 2.12 (Special Provisions Governing Eurodollar Rate Loans), 2.13 (Capital Adequacy) or 2.14 (Taxes)) (in each case, whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 11.6 (Right of Set-off)) or otherwise) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a "Purchasing Lender") shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a "Selling Lender") such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. Each . (c) The Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 11.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. If Subject to Section 3.11 and the other provisions of this Agreement relating to the application of funds received by Agent and the Lenders, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off off, or otherwise) on account of the Advances made by any Obligations owing to it in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, ratable share of payments on account of Obligations owing to all Lenders (including prepayment fees to the Advances or Letter of Credit Obligations obtained by all the Lendersextent then due and owing), such Lender shall notify the Administrative Agent and forthwith purchase from the each other Lenders Lender such participations participation in the Advances made by them or Letter of Credit such Obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of themother Lender; provided, however, that if all or -------- any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender Lenders the purchase price to the extent of such Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 3.10 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such each Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, all purchases and repayments to be made under this Section 3.10 shall be made through Agent. Each Lender agrees with each other Lender that if an amount to be set off by such Lender or an Affiliate of such Lender as described herein (other than any amount held by such Lender or such Affiliate specifically as collateral security for Indebtedness (other than the obligations) of a Borrower or a Subsidiary to such Lender) is to be applied by such Lender to Indebtedness (other than the Obligations) of any Borrower or any Subsidiary to such Lender, such amount shall be applied ratably to such other Indebtedness and to the portion of the obligations held by such Lender, and, as to the portion of such amount applied to the Obligations, shall be subject to the provisions of this section 3.10 regarding purchases of participations.

Sharing of Payments, Etc. (a) If any Lender shall obtain obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of the Advances made by it Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 10.3 or Section 10.4 (other than payments pursuant to Section 2.14, Section 2.15 or Section 2.16 in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a “Purchasing Lender”) shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's ’s required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. Each . (c) The Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 10.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender shall obtain (directly or through an Affiliate thereof) obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 11.6 (Right of Set-off)) or otherwise) on account of the Advances made by it Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 11.3 (Costs and Expenses) or 11.4 (Indemnities) (other than payments pursuant to Section 2.14 (Special Provisions Governing Eurocurrency Rate Loans), 2.15 (Capital Adequacy) or 2.16 (Taxes) or otherwise receives any Collateral or any “Proceeds” (as defined in the Pledge and Security Agreement) of Collateral (other than payments pursuant to Section 2.14 (Special Provisions Governing Eurocurrency Rate Loans), 2.15 (Capital Adequacy) or 2.16 (Taxes)) (in each case, whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 11.6 (Right of Set-off)) or otherwise) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a “Purchasing Lender”) shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ’s ratable share Credit Agreement Affiliated Computer Services, Inc. (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's ’s required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. . (c) Each Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 11.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the Company in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender shall obtain Issuer obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of the Advances made by it Letter of Credit Obligations owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 11.3 (Costs and Expenses) or 11.4 (Indemnities) (other than payments pursuant to Section 2.7 (Capital Adequacy) or Section 2.8 (Taxes)) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the LendersIssuers, such Lender Issuer (a “Purchasing Issuer”) shall notify the Administrative Agent and forthwith purchase from the other Lenders Issuers (each, a “Selling Issuer”) such participations in the Advances made by them or Letter of Credit their Obligations held by them as shall be necessary to cause such purchasing Lender Purchasing Issuer to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Issuer is thereafter recovered from such purchasing LenderPurchasing Issuer, such purchase from each Lender Selling Issuer shall be rescinded and such Lender Selling Issuer shall repay to the purchasing Lender Purchasing Issuer the purchase price to the extent of such Lender's recovery together with an amount equal to such Selling Issuer’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's Selling Issuer’s required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing LenderPurchasing Issuer) of any interest or other amount paid or payable by the purchasing Lender Purchasing Issuer in respect of the total amount so recovered. Each . (c) The Borrower agrees that any Lender Purchasing Issuer so purchasing a participation from another Lender a Selling Issuer pursuant to this Section 2.12 11.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender Issuer were the direct creditor of such the Borrower in the amount of such participation.. L/C AGREEMENT FMC CORPORATION

Sharing of Payments, Etc. If (a) Subject to the Intercreditor Agreement, if any Lender shall obtain (directly or through an Affiliate thereof) obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to SECTION 11.6 (RIGHT OF SET-OFF) or otherwise) on account of the Advances made by it 139 CREDIT AGREEMENT PRESTIGE BRANDS, INC. Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to SECTION 11.3 (COSTS AND EXPENSES) or 11.4 (INDEMNITIES) (other than payments pursuant to SECTIONS 2.14 (SPECIAL PROVISIONS GOVERNING EURODOLLAR RATE LOANS), 2.15 (CAPITAL ADEQUACY) or 2.16 (TAXES) or otherwise receives any Collateral or any "PROCEEDS" (as defined in the Pledge and Security Agreement) of Collateral (other than payments pursuant to SECTIONS 2.14 (SPECIAL PROVISIONS GOVERNING EURODOLLAR RATE LOANS), 2.15 (CAPITAL ADEQUACY) or 2.16 (TAXES) (in each case, whether voluntary, involuntary, through the exercise of any right of set-off or otherwise (including pursuant to SECTION 11.6 (RIGHT OF SET-OFF))) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a "PURCHASING LENDER") shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a "SELLING LENDER") such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. Each . (c) The Parent and the Borrower agrees agree that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 SECTION 11.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. All payments from or on behalf of the Borrower on account of any obligations shall be apportioned ratably among the Lenders based upon their respective share, if any, of the obligations with respect to which such payment was received. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off set off, or otherwise) on account of the Advances made by it (other than pursuant to Section 2.9, Section 2.13, Section 2.17 or Section 8.4(b)) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, ratable share of payments obtained by all the Lenders on account of the Advances or Letter of Credit Obligations obtained by all the LendersAdvances, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in the Advances made by them or Letter of Credit Obligations held by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 2.18 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-set off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off setoff, or otherwise) on account of the Advances made by it Obligations payable to such Lender hereunder at such time in excess of its Pro Rata Shareratable share (according to the proportion of (i) the amount of such Obligations, Revolving Share, or Term Share, as applicable, of payments on account to (ii) the aggregate amount of the Advances or Letter of Credit Obligations obtained by payable to all the LendersLenders hereunder at such time), such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in the Advances made by them or Letter of Credit Obligations held by payable to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that that, if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and such other Lender shall repay to the purchasing Lender the purchase price to the extent of such other Lender's ’s ratable share (according to the proportion of (ai) the amount of the participation sold by purchase price paid to such Lender to the purchasing Lender as a result of such excess payment Lender, to (bii) the total amount of such excess paymentaggregate purchase price paid to all Lenders) of such recovery, recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such other Lender's ’s required repayment to the purchasing Lender repayment, to (bii) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 2.11 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender shall obtain receive any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of the Advances made by it Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 13.3 or 13.4 (other than payments pursuant to Section 2.12, 2.13 or 2.14) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a “Purchasing Lender”) shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's ’s required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. Each NY 72168370v12 (c) The Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 13.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of the Advances made by it in excess of its Pro Rata Share, Revolving Share, Term Share or Term PIK Share, as applicable, of payments or collateral on account of the Advances or Letter of Credit Obligations obtained by all the Lenders, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in the Advances Advances, as applicable, made by them or Letter of Credit Obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ’s ratable share (according to the proportion of (a) the amount of such Lender's ’s required repayment to the purchasing Lender to (b) the total amount of all such required repayments to the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 2.16 may, to the fullest extent permitted by lawLegal Requirement, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of the Advances made by it Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 11.3 (COSTS AND EXPENSES) or 11.4 (INDEMNITIES) (other than payments pursuant to Section 2.14, (SPECIAL PROVISIONS GOVERNING EUROCURRENCY RATE LOANS) 2.15 (CAPITAL ADEQUACY) or 2.16 (TAXES)) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a "PURCHASING LENDER") shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a "SELLING LENDER") such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees . (c) The Borrowers agree that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 11.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the Borrowers in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of the its Advances made by it or its share of Letter of Credit Obligations in excess of its Applicable Pro Rata Share, Revolving Share, or Term Share, as applicable, Share of payments on account of the Advances or Letter of Credit Obligations obtained by all the Primary Lenders or all of the Norwegian Lenders, in each case as a class, then such Lender shall notify the applicable Administrative Agent and the applicable class of Lenders and forthwith purchase from the other Lenders in such class, such participations in the Advances made by them or Letter of Credit Obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ai) the amount of such Lender's ’s required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 2.14 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender shall obtain (directly or through an Affiliate thereof) obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 11.6 (Right of Set-off) or otherwise) on account of the Advances made by it Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 11.3 (Costs and Expenses) or 11.4 (Indemnities) (other than payments pursuant to Sections 2.14 (Special Provisions Governing Eurodollar Rate Loans), 2.15 (Capital Adequacy) or 2.16 (Taxes) or otherwise receives any Collateral or any “Proceeds” (as defined in the Pledge and Security Agreement) of Collateral (other than payments pursuant to Sections 2.14 (Special Provisions Governing Eurodollar Rate Loans), 2.15 (Capital Adequacy) or 2.16 (Taxes) (in each case, whether voluntary, involuntary, through the exercise of any right of set-off or otherwise (including pursuant to Section 11.6 (Right of Set-off))) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the LendersLenders (other than as expressly provided in Section 2.8(c) (Optional Prepayments), such Lender (a “Purchasing Lender”) shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's ’s required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. Each . (c) The provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower agrees pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of cash collateral in respect of obligations relating to Letters of Credit or Swing Loans pro- vided for in Section 9.3 (Actions in Respect of Letters of Credit), or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in Letter of Credit Obligations or Swing Loans to any assignee or participant, other than an assignment to the Parent or any of its Subsidiaries (as to which the provisions of this Section shall apply). (d) The Parent and the Borrower agree that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 11.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender shall obtain (directly or through an Affiliate thereof) obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 8.6 (Right of Set-off)) or otherwise) on account of the Advances made by it Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 8.3 (Costs and Expenses) or 8.4 (Indemnities) (other than payments pursuant to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), 2.15 (Capital Adequacy) or 2.16 (Taxes) (in each case, whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 8.6 (Right of Set-off)) or otherwise) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a "Purchasing Lender") shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a "Selling Lender") such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. Each . (c) The Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 8.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. (a) If any Revolving Credit Lender shall obtain (directly or through an Affiliate thereof) obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 11.6 (Right of Set-off)) or otherwise) on account of the Advances made by it Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 11.3 (Costs and Expenses) or 11.4 (Indemnities) (other than payments pursuant to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), 2.15 (Capital Adequacy) or 2.16 (Taxes)) or otherwise receives any Collateral or any "Proceeds" (as defined in the Pledge and Security Agreement) of Collateral (other than payments pursuant to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), 2.15 (Capital Adequacy) or 2.16 (Taxes)) (in each case, whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 11.6 (Right of Set-off)) or otherwise) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Revolving Credit Lenders, such Revolving Credit Lender (a "Purchasing Lender") shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a "Selling Lender") FIRST LIEN CREDIT AGREEMENT TECUMSEH PRODUCTS COMPANY such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. Each . (c) The Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 11.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of the Advances Term Loans made by it (other than pursuant to Sections 2.10(g), 2.11, 2.12 or 2.13) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of payments on account of the Advances or Letter of Credit Obligations obtained by all the LendersLenders on account of such Obligations, such Lender (a "Purchasing Lender") shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a "Selling Lender") such participations in the Advances made by them their Term Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each . (c) The Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 10.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. Letters of Credit. If any LC Lender ------------------------------------------- shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off off, or otherwise) on account of any Letter of Credit Liability of the Advances made by it Borrower or any LC Subsidiary hereunder (other than pursuant to Section 3.08 or 4.06) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, LC Commitment Percentage of any such payments on account of the Advances or such Letter of Credit Obligations Liability obtained by all the LC Lenders, such LC Lender shall notify the Administrative Agent and forthwith purchase from the other LC Lenders such participations in the Advances made by them or Letter of Credit Obligations held by them such other LC Lenders' participations purchased pursuant to Section 3.05 as shall be necessary to cause such purchasing LC Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; other LC Lender, provided, however, that -------- ------- if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, LC Lender such purchase from each other LC Lender shall be rescinded and each such LC Lender shall repay to the purchasing LC Lender the purchase price to the extent of such recovery together with an amount equal to each such LC Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such LC Lender's required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing LC Lender) of any interest or other amount paid or payable by the purchasing LC Lender in respect of the total amount so recovered. Each The Borrower agrees and each LC Subsidiary agree that any LC Lender so purchasing a sub- participation from another LC Lender pursuant to this Section 2.12 4.07 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such sub-participation as fully as if such LC Lender were the direct creditor of such the Borrower or each LC Subsidiary in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender shall obtain (directly or through an Affiliate thereof) obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 10.6 (Right of Set-off)) or otherwise) on account of the Advances made by it Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 10.3 (Costs and Expenses) or 10.4 Indemnities) (other than payments pursuant to Section 2.13 (Special Provisions Governing Eurodollar Rate Loans), 2.14 (Capital Adequacy) or 2.15 (Taxes) (in each case, whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 10.6 (Right of Set-off)) or otherwise) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a “Purchasing Lender”) shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's ’s required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. . (c) Each Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 10.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off off, or otherwise) on account of the Advances made by Loans owing to it (other than pursuant to Section 2.14, 2.16 or 10.04(b)) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, ratable share of payments on account of the Advances or Letter of Credit Obligations Loans obtained by all the Lenders, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in the Advances made by them or Letter of Credit Obligations held by them Loans owing to such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, recovery together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Lender's required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12 2.13 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. (b) Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. (a) If any Lender shall obtain (directly or through an Affiliate thereof) obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 11.6 (Right of Set-off)) or otherwise) on account of the Advances made by it Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 11.3 (Costs and Expenses) or 11.4 (Indemnities) (other than payments pursuant to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), 2.15 (Capital Adequacy) or 2.16 (Taxes) or otherwise receives any Collateral or any “Proceeds” (as defined in the Pledge and Security Agreement) of Collateral (other than payments pursuant to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), 2.15 (Capital Adequacy) or 2.16 (Taxes)) (in each case, whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 11.6 (Right of Set-off)) or otherwise) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a “Purchasing Lender”) shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's ’s required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. Each . (c) The Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 11.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to Credit Agreement Orbital Sciences Corporation such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. (a) If any Revolving Credit Lender shall obtain (directly or through an Affiliate thereof) obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 11.6 (Right of Set-off)) or otherwise) on account of the Advances made by it Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 11.3 (Costs and Expenses) or 11.4 (Indemnities) (other than payments pursuant to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), 2.15 (Capital Adequacy) or 2.16 (Taxes)) or otherwise receives any Collateral or any “Proceeds” (as defined in the Security Agreement) of Collateral (other than payments pursuant to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), 2.15 (Capital Adequacy) or 2.16 (Taxes)) (in each case, whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 11.6 (Right of Set-off)) or otherwise) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Revolving Credit Lenders, such Revolving Credit Lender (a “Purchasing Lender”) shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's ’s required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. Each . (c) The Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 11.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.. AMENDED AND RESTATED CREDIT AGREEMENT TXXXX HEALTHCARE CORPORATION

Sharing of Payments, Etc. (a) If any Lender shall obtain obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of the Advances made by it Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 11.3 (Costs and Expenses) or 11.4 (Indemnities) (other than payments pursuant to Section s 2.14 (Special Provisions Governing Eurodollar Rate Loans), 2.15 (Capital Adequacy) or 2.16 (Taxes)) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a "Purchasing Lender") shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a "Selling Lender") such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each . (c) The Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 11.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender shall obtain (directly or through an Affiliate thereof) obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section 11.6 (Right of Set-off) or otherwise) on account of the Advances made by it Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 11.3 (Costs and Expenses) or Section 11.4 (Indemnities) (other than payments pursuant to Section 2.13 (Special Provisions Governing Eurodollar Rate Loans), Section 2.14 (Capital Adequacy) or Section 2.15 (Taxes) or otherwise receives any Collateral or any "Proceeds" (as defined in the Pledge Agreement) of Collateral (other than payments pursuant to Section 2.13 (Special Provisions Governing Eurodollar Rate Loans), Section 2.14 (Capital Adequacy) or Section 2.15 (Taxes) (in each case, whether voluntary, involuntary, through the exercise of any right of set-off or otherwise (including pursuant to Section 11.6 (Right of Set-off))) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a "Purchasing Lender") shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a "Selling Lender") such participations in the Advances made by them AMENDED AND RESTATED CREDIT AGREEMENT Macquarie Infrastructure Company Inc. their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's required repayment to the purchasing Lender in relation to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. Each . (c) The Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 11.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off off, or otherwise) on account of the A Advances made by it (other than pursuant to Section 2.07, 2.11, 2.12, 2.13, 2.15 or 8.04(b)) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, ratable share of payments on account of the A Advances or Letter of Credit Obligations obtained by all the Lenders, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in the A Advances made by them or Letter of Credit Obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; , provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such each Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender's ratable Lendxx'x xatable share (according to the proportion of (ai) the amount of the participation sold by purchased from such Lender to the purchasing Lender as a result of such excess payment to (bii) the total amount of such excess payment) of such recovery, recovery together with an amount equal to such Lender's ratable Lendxx'x xatable share (according to the proportion of (aA) the amount of such Lender's required Lendxx'x xequired repayment to the purchasing Lender to (bB) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower 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, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of the Advances made by it Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 11.3 (other than payments pursuant to Section 2.13, 2.14 or 2.15) in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, Ratable Portion of all payments on account of the Advances or Letter of Credit such Obligations obtained by all the Lenders, such Lender (a "Purchasing Lender") shall notify the Administrative Agent and forthwith purchase from the other Lenders (each, a "Selling Lender") such participations in the Advances made by them their Loans or Letter of Credit other Obligations held by them as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if . (b) If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the purchasing Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender's ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender's ratable share (according to the proportion of (ai) the amount of such Selling Lender's required repayment to the purchasing Lender to (bii) the total amount of all such required repayments to so recovered from the purchasing Purchasing Lender) of any interest or other amount paid or payable by the purchasing Purchasing Lender in respect of the total amount so recovered. Each . (c) The Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.12 11.7 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off off, or otherwise, other than as a result of an assignment pursuant to Section 9.5(a) or any payment made by a Credit Party pursuant to and in accordance with the express terms of this Agreement, (including the application of funds arising from the existence of a Defaulting Lender)) (a) on account of the Advances made by it Obligations owing to such Lender hereunder at such time in excess of its Pro Rata Share, Revolving Share, or Term Share, as applicable, of payments on account of the Advances or Letter of Credit Obligations obtained by all the LendersShare thereof, such Lender shall notify the Administrative Agent and forthwith purchase (for cash at face value) from the other Lenders such participations interests or participating interests in the Advances made by them Obligations due and payable or Letter of Credit Obligations held by them owing to them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and such other Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender's ’s ratable share (according to the proportion of (aA) the amount of the participation sold by purchase price paid to such Lender to the purchasing Lender as a result of such excess payment to (bB) the total amount of such excess paymentaggregate purchase price paid to all Lenders) of such recovery, recovery together with an amount equal to such Lender's ’s ratable share (according to the proportion of (ax) the amount of such other Lender's ’s required repayment to the purchasing Lender to (by) the total amount of all such required repayments to so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower Credit Party agrees that any Lender so purchasing a participation an interest or participating interest from another Lender pursuant to this Section 2.12 2.9 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation interest or participating interest, as the case may be, as fully as if such Lender were the direct creditor of such Borrower Credit Party in the amount of such participationinterest or participating interest, as the case may be.